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Arden Partners plc
Annual Report 2009
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Arden Partners plc Annual Report 2009
Arden Partners plc is an established stockbroker which provides a range of 
financial services to corporate and institutional clients. Based in the United 
Kingdom and with strong international links, Arden Partners plc shares trade 
on London’s AIM market, part of the London Stock Exchange.
Contents
 1 Highlights
 2 Chairman’s Statement
 3 Chief Executive’s Statement
 4 Corporate Governance
 6 Board of Directors
 7 Report of the Directors
 9 Directors’ Remuneration Report
11 Statement of Directors’ Responsibilities
12 Independent Auditor’s Report
13 Consolidated Income Statement
14 Consolidated Balance Sheet
15 Company Balance Sheet
16 Consolidated Cash Flow Statement
17 Company Cash Flow Statement
18 Consolidated Statement of Changes in Equity
19 Company Statement of Changes in Equity
20 Notes to the Consolidated Financial Statements
40 Corporate Information
41 Notice of Meeting
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Highlights
 Year ended Year ended
 31 Oct 2009 31 Oct 2008
Financial
Revenue £13.1m £11.4m
Underlying profit before tax* £2.2m £2.1m
Profit before tax £1.5m £1.4m
Earnings per share:
  Basic 5.1p 3.1p
 Underlying Basic
†
 8.0p 6.1p
 Diluted 4.8p 2.8p
 Underlying Diluted
‡
 7.5p 5.5p
 
Dividend per ordinary share:
 Interim Nil 2.2p
 Proposed final Nil Nil
Non-financial
Funds raised for clients £73m £75m
Client brokerships 39 30
Average number of staff 55 51
*  Profit before tax as adjusted for the effect of share-based payments
†  Basic earnings per share as adjusted for the after-tax effect of share-based payments
‡  Diluted earnings per share as adjusted for the after-tax effect of share-based payments
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There is no doubt that this has been a challenging year for 
the City, however, the second half of our financial year has 
reflected an improvement in market conditions and the Board 
is satisfied with the overall results. We have a strong balance 
sheet and have generated cash and improved profitability. We 
closed the year with a cash balance of £10.5 million.
Current market conditions represent a significant opportunity 
for the business to grow. We have continued to recruit high 
calibre staff in all areas of the business. We continue to increase 
market sector coverage as part of our strategy for growth. The 
withdrawal of a number of investment banks from the small 
and mid cap markets has provided opportunities for the Group 
to not only recruit staff, but to also win corporate clients and 
gain market share; capitalising on these opportunities is a key 
aspect of our growth strategy. 
Trading since our year end has been satisfactory. While 
volumes in the market have been low we have seen a number 
of corporate transactions complete and we have a satisfactory 
pipeline of new business subject to market conditions. For the 
year ended 31 October 2009 the Board has decided to invest 
within growth areas of the business and to take advantage of 
such opportunities rather than pay a final dividend. We believe 
this policy will be of long-term benefit to our shareholders.
Finally, I would like to thank all staff and clients for their 
commitment to the business.
Sir David Rowe-Ham
Chairman
28 January 2010
Chairman’s Statement
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Introduction
I am pleased to report that the Group has had a satisfactory 
year in a challenging market. The profit before tax result of 
£1.5 million should be read within the context of a first-half 
loss before tax of £0.3 million. 
Financial Review
Revenue in the year ended 31 October 2009 was up by 15% to 
£13.1 million (2008: £11.4 million). Underlying profit before 
tax increased by 5% to £2.2 million (2008: £2.1 million). 
Profit before tax, which is stated after charging share-based 
payments, is up 7% to £1.5 million (2008: £1.4 million). Cash 
generation was again strong with balances at the year end of 
£10.5 million (2008: £9.5 million) which represented some 
370% of our regulatory capital requirement.
Underlying basic earnings per share (before charging share-
based payments) increased by 31% to 8.0p (2008: 6.1p) with 
underlying diluted earnings per share increasing by 36% to 
7.5p (2008: 5.5p). Basic earnings per share increased by 65% 
to 5.1p (2008: 3.1p).
Equities Division
Our Equities Division revenue increased by 31% to £8.5 
million (2008: £6.5 million) against an increase in the FTSE All 
Share index of 18% over the same period. Since the year end, 
commission income levels have been satisfactory.
Corporate Finance
During the year we completed sixteen corporate finance 
transactions (2008: twelve) including nine M&A, six secondary 
fundraisings and one IPO. 
Outlook
The current year has started satisfactorily and Arden has to 
date raised some £111 million for corporate clients. We have 
relocated our main office to 125 Old Broad Street which 
provides the space and infrastructure for future growth.
Finally, I would like to take this opportunity to thank our staff 
for their commitment through challenging conditions.
Jonathan Keeling
Chief Executive Officer
28 January 2010
Chief Executive’s Statement
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Introduction
Whilst the Group is not obliged to comply with the Combined 
Code (June 2008), the Directors have agreed to adopt the 
ethos of those regulations and to disclose information relating 
to corporate governance.
The Directors and the Board
The Board comprises six Directors, two of whom are Executive 
and four Non-Executive. The current composition is as follows:
Sir David Rowe-Ham* Chairman and Non-Executive
Jonathan Keeling Chief Executive Officer (“CEO”)
Trevor Norris Group Finance Director and 
 Company Secretary
Tony Bartlett Non-Executive
Philip Dayer* Non-Executive
Grahame Whateley Non-Executive
(* denotes Independent Non-Executive Director)
Biographical details of all the Directors are set out on page 6.
The Board has ten regular meetings a year and at other times 
as necessary. The Board is responsible for strategic and major 
operational issues affecting the Group. It reviews financial 
performance, regulatory compliance and monitors key 
performance indicators. It will consider ad hoc any matters 
of significance to the Group including corporate activity. 
Attendance at meetings by members of the Board during the 
year was:
   Remu-
  Audit neration
 Board Committee Committee
Total number of meetings 10 2 1
Sir David Rowe-Ham 10 2 1
Jonathan Keeling 10 – –
Trevor Norris 10 – –
Tony Bartlett 10 – –
Philip Dayer 9 2 1
Grahame Whateley 10 – –
Re-election of Directors
In accordance with the Company’s Articles, and to ensure 
compliance with the Combined Code, certain of the Directors 
are required to be re-elected at each Annual General Meeting 
of the Company. Jonathan Keeling and Trevor Norris have 
agreed to retire by rotation at the forthcoming Annual General 
Meeting and, being eligible, offer themselves for re-election. 
The Board supports their reappointment, having assessed 
their performance and value to the Board.
Remuneration Committee
The Remuneration Committee, which comprises the 
Independent Non-Executive Directors, is chaired by Sir 
David Rowe-Ham and has responsibility for determining 
remuneration aspects of Executive Directors. It makes its 
decisions in consultation with the CEO. No Director plays 
a part in any decision about their own remuneration. This 
Committee also reviews bonus and equity arrangements 
for the Group’s other senior employees and in addition has 
responsibility for supervising the Arden Partners Share Option 
Scheme and the grant of options under its terms.
The remuneration of Non-Executive Directors is fixed by the 
Board.
Audit Committee
The Audit Committee, which comprises the Independent 
Non-Executive Directors, is chaired by Philip Dayer and has 
responsibilities including the monitoring and review of:
 ● the Group’s internal control environment;
 ● financial risks (including market risk in relation to the 
Group’s market making activities);
 ● financial statements, reports and announcements;
 ● independence of auditors;
 ● ensuring the Company has a policy which allows any 
member of staff to raise, in confidence, any concern about 
possible impropriety in matters of financial reporting or 
other matters, and to ensure that suitable arrangements 
are in place for a proportionate independent investigation 
of such matters including any follow-up action required.
Nominations Committee
The Board is currently of the opinion that given the present 
size of the Group, it is inappropriate to have a standing 
independent Nominations Committee, but will appoint a 
Nominations Committee when required.
Operations Structure
In December 2009 the Group introduced a new internal 
structure with the creation of two new divisional Boards 
which are representative of the two main revenue lines for 
the Group. These are the Equities Board and the Corporate 
Finance Board and each comprises Heads of Department and 
managers. Both Boards meet monthly.
An Operations Committee has replaced the Operations 
Board and is responsible for implementation of strategy 
and for monitoring progress of delivery of key objectives. It 
also reviews financial performance against budgets and key 
performance indicators. This Committee is chaired by Steve 
Wassell in his role as Group Operations Director and has both 
Jonathan Keeling and Trevor Norris as permanent members. 
Other members of staff including Stephen Cooper (in his role 
as Director of Compliance) are co-opted as required.
Corporate Governance
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Corporate Governance continued
Risk
Following the change to the operations structure and, to reflect 
a more sophisticated regulatory environment, a new Risk 
Committee has been formed and is chaired by Trevor Norris 
and has Steve Wassell and Stephen Cooper as permanent 
members. This committee is charged with monitoring risk 
exposures including those which arise through trading and 
holding financial instruments, regulatory and compliance, 
capital adequacy and financial reporting risk. This committee 
will also have responsibility for internal audit reviews.
A further explanation of risks which are faced by the Group, is 
set out in note 23 to the financial statements.
Internal Control
The Board confirms that there is an ongoing process for 
identifying, evaluating and managing the significant risks 
faced by the Group, which complies with the guidance 
“Internal Control: Guidance for Directors on the Combined 
Code”. This has been in place throughout the year and up to 
the date of approval of the Financial Statements. The process 
is regularly reviewed by the Board.
The Directors are responsible for the Group’s system of 
internal control and for reviewing its effectiveness. However, 
such a system can only provide reasonable, but not absolute, 
assurance against material misstatement or loss.
Going Concern
After making enquiries, the Directors have a reasonable 
expectation that the Group will have adequate resources to 
continue in operational existence for the foreseeable future. 
For this reason, they continue to believe it is appropriate to 
adopt the going concern basis in preparing the Financial 
Statements.
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Sir David Rowe-Ham 
(Independent Chairman and Chairman of Remuneration 
Committee)
Sir David is Chairman of Olayan Europe Limited and the Senior 
Independent Non-Executive Director of Hikma Pharmaceuticals 
plc. He is a former Chairman of Brewin Dolphin Holdings plc 
and Peninsular South Asia Investment Company Limited, and 
a former President of The Crown Agents Foundation. Sir David 
has served on the Boards of a number of companies including 
Chubb plc, Williams plc and Lloyds Bank plc (London Region), 
and is a former Lord Mayor of London. The Board considers Sir 
David to be an independent Director.
Jonathan Keeling 
(Chief Executive Officer)
Jonathan is one of the founder members of Arden Partners. A 
graduate in economics, he joined Albert E Sharp as an Equity 
Salesman in 1985, was made a Director in 1989 and Head 
of Small Cap Sales in the early 1990s. Jonathan left Albert 
E Sharp in 2001 and then briefly worked for Harris Allday 
and Old Mutual Securities before joining the team to form 
Arden Partners. Jonathan became Chief Executive Officer on 
1 January 2008.
Trevor Norris 
(Group Finance Director and Company Secretary)
Trevor is a Chartered Accountant. Having spent several 
years with KPMG and a brief period as a sole practitioner, 
Trevor joined Midlands Electricity plc in 1995 as a Financial 
Consultant in establishing their embryonic energy services 
company, where he became Managing Director. Trevor left in 
2000 to act as a Consultant to a number of public companies 
before becoming involved in the early stage formation of 
Arden Partners and was appointed Group Finance Director in 
June 2002.
Tony Bartlett 
(Non-Executive Director)
Tony was for many years a Senior Director of Beeson Gregory. 
Initially responsible as Head of Corporate Finance, he was 
promoted to be the Managing Director of the investment 
banking business. On the flotation of Beeson Gregory he 
became a Main Board Director. Tony’s background is one 
of corporate finance, having been a Partner at Coopers & 
Lybrand where he had responsibility for UK plc activities. He 
also represented Coopers & Lybrand as a Far East and Indian 
Liaison Partner and was a member of the Council of Partners. 
Tony joined Arden Partners in January 2004 as Chairman of 
Corporate Finance and was appointed Chief Executive Officer 
in May 2006. Having overseen the IPO and subsequent 
management actions, Tony stepped down as CEO on  
1 January 2008 and remains as a Non-Executive Director.
Philip Dayer 
(Senior Independent Director and Chairman of Audit 
Committee)
On qualifying as a Chartered Accountant with Peat, Marwick, 
Mitchell & Co, Philip pursued a career in investment banking 
as a Corporate Financier specialising in advising small and 
mid-market UK companies. He was appointed Advisory 
Director of Barclays Merchant Bank Limited in 1983 and since 
then has held the position of Corporate Finance Director with 
a number of banks including Old Mutual Securities and Hoare 
Govett Limited. He retired from Hoare Govett Limited in 2004. 
During 2005 and 2006, Philip was a Financial Consultant to 
OJSC Rosneft Oil Company, the Russian state-owned oil and 
gas company, advising on their successful flotation. He is a 
Non-Executive Director of Dana Petroleum plc, Aveva Group 
plc and Navigators Underwriting Agency Limited, senior 
independent Non-Executive Director of Cadogan Petroleum 
plc and Chairman of IP Plus plc. The Board considers Philip 
to be an Independent Director with recent relevant financial 
experience as he is a Chartered Accountant.
Grahame Whateley 
(Non-Executive Director)
After qualifying as a surveyor, Grahame formed the privately 
owned Cedar Group of companies over 37 years ago. He is 
Chairman of The Local Shopping REIT plc, the first REIT to 
be floated on the main market. Grahame is also Chairman 
of Liquidity Limited, an invoice discounting business, and the 
Chairman of Castle Marinas, which has over 1,600 marina 
berths throughout Great Britain on seven sites. Formerly 
Chairman of Arden Partners, he has been involved in the 
business since its formation.
Board of Directors
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The Directors present their Annual Report and audited 
Financial Statements for the financial year ended 31 October 
2009.
Principal Activities
Arden Partners plc is an established stockbroker which 
provides a range of financial services to corporate and 
institutional clients. Based in the United Kingdom and with 
strong international links, Arden’s shares trade on London’s 
AIM market, part of the London Stock Exchange.
Business Review and Future Developments
A review of the Group’s operations and performance during 
the financial year, setting out the position at the year end, 
significant changes during the year and an indication of the 
outlook for the future, is contained in the Chief Executive’s 
Statement.
Principal Risks and Uncertainties
By far the major risk the business faces is stock market 
conditions. Adverse market conditions may have a significant 
negative effect on revenues and profitability. The Group 
mitigates some of this risk by targeting revenues across a 
number of sectors of the market and by careful control of 
overheads.
Other risks include operational risk, credit risk and liquidity risk 
and an explanation of these is set out in note 23 on page 37.
Results and Dividends
The Consolidated Income Statement for the year is set out on 
page 13.
The Directors are not proposing to pay a final ordinary dividend 
(2008: Nil) and did not pay an interim dividend (2008: 2.2p 
per ordinary share).
Directors
The Directors of the Company who held office since  
1 November 2008 were:
 
Sir David Rowe-Ham Chairman and Non-Executive
Jonathan Keeling Chief Executive Officer
Trevor Norris Group Finance Director and  
 Company Secretary
Tony Bartlett Non-Executive
Philip Dayer Non-Executive
Grahame Whateley Non-Executive
Directors’ Interests
The interests of current Directors in shares and options are 
disclosed in the Directors’ Remuneration Report set out on 
pages 9 and 10.
 
Significant Shareholdings
In addition to the current Directors’ interests shown on 
page 10, the Directors have been notified that the following 
shareholders had interests in 3% or more of the Company’s 
ordinary share capital at 21 January 2010:
Institutitional Holders %
Scottish Widows 8.95
Universities Superannuation Scheme 8.54
AEGON 5.33
Standard Life 3.71
Others %
Alasdair Locke 5.46
Richard Day 5.21
James Reed-Daunter 4.71
Robert Griffiths 4.71
Mark Braddock 4.37
Tim Richmond 3.41
Arden Partners Employee Benefit Trust 3.11
John Cassie 3.01
Share Capital
Information relating to the Company’s ordinary share capital is 
shown in note 18 to the Financial Statements.
Employee Share Trust
The Group currently operates one Employee Benefit Share 
Trust, the Arden Partners Employee Benefit Trust, which 
administers the Arden Partners plc share schemes as Trustee. 
At 31 October 2009 the Trust held 774,994 (2008: 669,600) 
shares. The Trustees have agreed to hold these shares to 
satisfy the exercise of options granted under the Company’s 
share option schemes.
Employment Policies
Employees are encouraged to participate in the success of 
the Group through a performance based incentive scheme 
incorporating bonus and share option arrangements. 
Employees are kept informed of progress at regular review 
meetings.
Charitable and Political Donations
The Group made charitable donations amounting to £300 
(2008: £1,925) during the year. The Group did not make any 
political donations (2008: £Nil).
Supplier Payment Policy
It is the Group’s policy to settle debts with its creditors on 
a timely basis, taking into consideration the terms and 
conditions offered by each supplier. The number of supplier 
days outstanding at the year end, based on the average 
monthly outstanding creditor balances, was 54 days (2008: 
36 days).
Report of the Directors
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Directors’ and Officers’ Liability Insurance
The Company purchases and maintains liability insurance 
for its Directors and Officers as permitted by the Companies 
Act 2006. This insurance was in force throughout the year 
ended 31 October 2009 and remains in force at the date of 
this report.
Financial Instruments
Details of the use of financial instruments by the Group and 
Company are contained in note 23 of the Financial Statements.
Post Balance Sheet Events
On 9 December 2009, HM Treasury issued draft legislation 
entitled “Bank Payroll Tax”. The Board considers this to be a 
non-adjusting post balance sheet event and accordingly, have 
made no provision for this tax in these financial statements.
Auditors
The current Directors have taken all the steps that they ought 
to have taken to make themselves aware of any information 
needed by the Company’s auditors for the purposes of their 
audit and to establish that the auditors are aware of that 
information. The Directors are not aware of any relevant audit 
information of which the auditors are unaware.
The Audit Committee reviews and approves the appointment 
of external auditors and monitors their independence. BDO 
LLP have expressed their willingness to continue in office and 
an ordinary resolution reappointing them as auditors and 
authorising the Directors to determine their remuneration will 
be proposed at the forthcoming Annual General Meeting. 
By order of the Board
Trevor Norris 
Company Secretary
28 January 2010
Report of the Directors continued
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Introduction
Whilst the Group is not obliged to comply with The Large 
and Medium-sized Companies and Groups (Accounts 
and Reports) Regulations 2008, the Directors have agreed 
to adopt the ethos of those regulations and to disclose 
information relating to the current Directors. The Directors are 
not intending to comply fully with Schedule VIII of the Large 
and Medium-sized Companies and Groups (Accounts and 
Reports) Regulations 2008, but are providing the following 
disclosures on a voluntary basis. The Report also describes 
how the Board has applied the Principles of Good Governance 
relating to Directors’ remuneration. This Report is not subject 
to audit and a resolution to approve it will be proposed at 
the Annual General Meeting of the Company at which the 
Financial Statements are to be approved.
Remuneration Policy
Arden Partners plc has a policy to attract, motivate and 
reward individuals of the highest calibre who are committed 
to grow the value of the business and to maximise returns to 
shareholders.
This policy is as relevant to Executive Directors as it is to 
employees and the rewards of Executive Directors are aligned 
with those of shareholders in reflecting the performance of 
the Group. 
The Group operates in a business environment where it is 
common practice to pay bonuses. This compensates for basic 
salaries which are capped and for the risk of little or no bonus 
in the event of difficult market conditions.
Directors’ Service Contracts
No Director has a service contract for longer than twelve 
months and no contract contains provisions for sums to be 
paid on termination. Copies of Directors’ service contracts will 
be available for inspection at the Annual General Meeting.
Pension Arrangements
The Group does not operate a final salary pension scheme. 
Executive Directors who are entitled to receive pension 
contributions may nominate a defined contribution pension 
scheme into which the Company makes payments on their 
behalf.
Share Options
Details of the Arden Partners plc Share Option Scheme are 
given in note 18 to the Financial Statements. The Remuneration 
Committee has responsibility for supervising the scheme and 
the grant of options under its terms.
The Company’s policy is to use the Share Option Scheme to 
attract and retain key senior employees including the Executive 
Directors. Any grant of options is at the discretion of the 
Remuneration Committee and will take into account individual 
performance and responsibilities. Where appropriate, a grant 
of options will incorporate performance criteria and for 
Executive Directors may incorporate earnings per share, total 
shareholder return and return on capital employed. Some of 
these aspects will be bench-marked against a pool of similar 
competitors. 
Directors’ Remuneration Report
Directors’ Remuneration
A summary of the total remuneration paid to current Directors is set out below:
 Salary/ Pension Incentive Benefits Total Total
 Fees contributions payments in kind 2009 2008
 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Jonathan Keeling 162 19 135 2 318 256
Trevor Norris 100 12 25 2 139 119
Non-Executive Directors
Sir David Rowe-Ham 55 – – – 55 54
Tony Bartlett 27 – – – 27 45
Philip Dayer 33 – – – 33 32
Grahame Whateley 27 – – – 27 27
Total 404 31 160 4 599 533
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Directors’ Interests in Ordinary Shares of Arden Partners plc
The Directors in office at the year end had interests in the ordinary share capital of the Company (all of which were beneficial) 
as shown below:
 31 October   31 October
 2009 Percentage 2008
 Number Interest Number
Executive Directors
Jonathan Keeling 1,201,490 4.82% 1,173,990
Trevor Norris 627,750 2.52% 627,750
Non-Executive Directors
Sir David Rowe-Ham 30,864 0.12% 30,864
Tony Bartlett 857,000 3.44% 837,000
Philip Dayer 30,864 0.12% 30,864
Grahame Whateley 1,174,010 4.71% 1,174,010
Directors’ Interests in Share Options
The following Directors had interests in options over ordinary shares of the Company as shown below:
   Options
  31 October granted 31 October
  2008 in year 2009
 Notes Number Number Number
Executive Directors
Jonathan Keeling 1 490,000 – 490,000
Trevor Norris 2 167,399 – 167,399
Non-Executive Directors
Tony Bartlett 2 334,798 – 334,798
Totals  992,197 – 992,197
Note:
1. These options were granted on 6 February 2008 under the Arden Partners Share Plan 2007 and are exercisable subject to 
the achievement of Company performance related conditions. The options have an exercise price of 10.0p per share, can 
not normally be exercised until 6 February 2011, and have an expiry date of 6 February 2018.
2. These options were granted under the Arden Partners Limited Share Option Scheme (“the Old Scheme”) on 24 April 2006 
in their capacity as Executive Directors and no performance criteria are attached to the exercise of these options. These 
options became eligible for exercise on 24 April 2009 at a price of 47.8p per share and have an expiry date of 24 April 2016. 
Further details of option schemes are set out in note 18 to the Financial Statements.
Approval
This Report was approved by the Remuneration Committee and signed on its behalf by:
Sir David Rowe-Ham
Chairman of the Remuneration Committee
28 January 2010
Directors’ Remuneration Report continued
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Directors’ responsibilities
The Directors are responsible for preparing the annual 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 Group and Company financial statements in accordance with International Financial Reporting Standards 
(IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless 
they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss 
of the Group for that period. The Directors are also required to prepare financial statements in accordance with the rules of the 
London Stock Exchange for companies trading securities on the Alternative Investment Market. 
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 they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material 
departures disclosed and explained in the financial statements;
 ● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 requirements of 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.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. 
Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the 
preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance 
and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the 
ongoing integrity of the financial statements contained therein.
Statement of Directors’ Responsibilities in Respect of the Annual 
Report and the Financial Statements
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We have audited the financial statements of Arden Partners plc for the year ended 31 October 2009 which comprise the 
consolidated income statement, the consolidated and Company balance sheets, the consolidated and Company cash flow 
statements, the consolidated and Company statements of changes in equity and the related notes. The financial reporting 
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) 
as adopted by the European Union and, as regards the parent Company financial statements, as applied in accordance with the 
provisions of the Companies Act 2006. 
This report is made solely to the Company’s members, as a body, in accordance with sections 495 and 496 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, the Directors are responsible for the preparation of 
the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial 
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. 
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to the Group’s and the parent Company’s circumstances and 
have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the 
Directors; and the overall presentation of the financial statements. 
Opinion on financial statements
In our opinion: 
 ● the financial statements give a true and fair view of the state of the Group’s and the parent Company’s affairs as at  
31 October 2009 and of the Group’s profit for the year then ended;
 ● the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
 ● the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European 
Union and as applied in accordance with the provisions of the Companies Act 2006; and
 ● the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ report for the financial year for which the financial statements are 
prepared is consistent with the financial statements. 
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, 
in our opinion:
 ● adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been 
received from branches not visited by us; or
 ● the parent Company financial statements are not in agreement with the accounting records and returns; or
 ● certain disclosures of Directors’ remuneration specified by law are not made; or
 ● we have not received all the information and explanations we require for our audit.
Peter Chidgey (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London
United Kingdom
28 January 2010
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent Auditor’s Report to the members of  
Arden Partners plc
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  2009 2008
 Note £’000 £’000
Revenue 2 13,059 11,431
Administrative expenses   (11,622) (10,541)
Profit from operations 3 1,437 890
Finance income  7 86 509
Finance costs 8 (1) –
Profit before taxation  1,522 1,399
Income tax expense 9 (276) (652)
Profit after taxation  1,246 747
   
Earnings per share   
Basic 10 5.1p 3.1p
Diluted 10 4.8p 2.8p
Consolidated Income Statement
For the year ended 31 October 2009
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  2009 2009 2008 2008
 Note £’000 £’000 £’000 £’000
Assets     
Non-current assets     
Property, plant and equipment 11  258  323
Deferred tax asset 13  618  88
Total non-current assets   876  411
Current assets     
Trading investments 14 2,660  220 
Trade and other receivables 15 15,660  3,146 
Cash and cash equivalents 16 10,523  9,481 
Total current assets   28,843  12,847
Total assets   29,719  13,258
Current liabilities     
Trade and other payables 17 (17,182)  (2,943) 
Corporation tax liability  (685)  (197) 
Total current liabilities   (17,867)  (3,140)
Non-current liabilities     
Deferred tax liability 13  (44)  –
Total non-current liabilities   (44)  –
Total liabilities   (17,911)  (3,140)
Net assets    11,808  10,118
Equity     
Called up share capital 18  2,494  2,470
Share premium account   2,736  2,646
Employee Benefit Trust Reserve   (648)  (200) 
Available for sale reserve   –  (2)
Retained earnings   7,226  5,204
Total equity   11,808  10,118
The Financial Statements were approved by the Board of Directors and authorised for issue on 28 January 2010.
Trevor Norris Philip Dayer
Group Finance Director Chairman of Audit Committee
The notes on pages 20 to 39 form part of these financial statements.
Consolidated Balance Sheet
At 31 October 2009
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Company number: 4427253
    Restated Restated
  2009 2009 2008 2008
 Note £’000 £’000 £’000 £’000
Assets     
Non-current assets     
Property, plant and equipment 11  258  323
Investments 12  –  –
Deferred tax asset 13  618  88
Total non-current assets   876  411
Current assets     
Trading investments  14 2,660  220 
Trade and other receivables 15 15,848  3,346 
Cash and cash equivalents 16 10,519  9,396 
Total current assets   29,027  12,962
Total assets   29,903  13,373
Current liabilities     
Trade and other payables 17 (17,366)  (3,058) 
Corporation tax liability  (685)  (197) 
Total current liabilities   (18,051)  (3,255)
Non-current liabilities     
Deferred tax liability 13  (44)  –
Total non-current liabilities   (44)  –
Total liabilities   (18,095)  (3,255)
Net assets    11,808  10,118
Equity     
Called up share capital 18  2,494  2,470
Share premium account   2,736  2,646
Employee Benefit Trust Reserve   (648)  (200)
Available for sale reserve   –  (2)
Retained earnings   7,226  5,204
Total equity   11,808  10,118
The Financial Statements were approved by the Board of Directors and authorised for issue on 28 January 2010.
Trevor Norris Philip Dayer
Group Finance Director Chairman of Audit Committee
The notes on pages 20 to 39 form part of these financial statements.
Company Balance Sheet
At 31 October 2009
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  2009 2008
 Note £’000 £’000
Operating activities before taxation   
Net profit before tax  1,522 1,399
Adjustments for:   
Fair value adjustments  (116) (38)
Depreciation  256 278
Profit on disposal of available for sale investments  – (218)
Impairment of available for sale investments  20 342
Net interest receivable  (85) (509)
Share-based payments  702 584
Operating cash flow before changes in working capital  2,299 1,838
(Increase)/decrease in trade and other receivables  (12,525) 6,564
(Increase)/decrease in financial assets  (2,313) 1,520
Increase/(decrease) in trade and other payables  14,235 (6,079)
Purchases of available for sale investments  (27) (108)
Proceeds from disposal of available for sale investments  – 368
Cash generated from operations  1,669 4,103
Income taxes paid  (200) (1,277)
Cash flows from operating activities  1,469 2,826
Investing activities   
Purchases of property, plant and equipment  (191) (89)
Interest received  98 499
Net cash from investing activities  (93) 410
Financing activities   
Purchase of own shares  (448) –
Issue of shares  114 –
Dividends paid to equity shareholders  – (1,610)
Net cash from financing activities  (334) (1,610)
Increase in cash and cash equivalents  1,042 1,626
Cash and cash equivalents at the beginning of the year  9,481 7,855
Cash and cash equivalents at the end of the year 16 10,523 9,481
The notes on pages 20 to 39 form part of these financial statements.
Consolidated Cash Flow Statement
For the year ended 31 October 2009
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    Restated
  2009  2008
 Note £’000 £’000
Operating activities before taxation   
Net profit before tax  1,522 1,399
Adjustments for:   
Fair value adjustments  (116) (38)
Depreciation  256 278
Profit on disposal of available for sale investments  – (218)
Impairment of available for sale investments  20 342
Net interest receivable  (85) (509)
Share-based payments  702 584
Operating cash flow before changes in working capital  2,299 1,838
(Increase)/decrease in trade and other receivables  (12,513) 6,364
(Increase)/decrease in financial assets  (2,313) 1,520
Increase/(decrease) in trade and other payables  14,304 (5,964)
Purchases of available for sale investments  (27) (108)
Proceeds from disposal of available for sale investments  – 368
Cash generated from operations  1,750 4,018
Income taxes paid  (200) (1,277)
Cash flows from operating activities  1,550 2,741
Investing activities   
Purchases of property, plant and equipment  (191) (89)
Interest received  98 499
Net cash from investing activities  (93) 410
Financing activities   
Purchase of own shares  (448) –
Issue of shares  114 –
Dividends paid to equity shareholders  – (1,610)
Net cash from financing activities  (334) (1,610)
Increase in cash and cash equivalents  1,123 1,541
Cash and cash equivalents at the beginning of the year  9,396 7,855
Cash and cash equivalents at the end of the year 16 10,519 9,396
The notes on pages 20 to 39 form part of these financial statements.
Company Cash Flow Statement
For the year ended 31 October 2009
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Consolidated Statement of Changes in Equity for the year ended 31 October 2009
   Employee 
  Share Benefit Available
 Share premium Trust for sale Retained
 capital account  reserve reserve earnings Total
 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 October 2008 2,470 2,646 (200) (2) 5,204 10,118
Changes in equity for 2009:
Increase in fair value of investments – – – 2 – 2
Tax taken to equity – – – – 74 74
Net income recognised directly in equity – – – 2 74 76
Profit for the year – – – – 1,246 1,246
Total recognised income and  
expense for the year – – – 2 1,320 1,322
Share-based payments – – – – 702 702
Issue of shares 24 90 – – – 114
Purchase of own shares – – (448) – – (448)
Balance at 31 October 2009 2,494 2,736 (648) – 7,226 11,808
Consolidated Statement of Changes in Equity for the year ended 31 October 2008
   Employee 
  Share Benefit Available
 Share premium Trust for sale Retained
 capital account  reserve reserve earnings Total
 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 October 2007 2,470 2,646 (200) 35 5,893 10,844
Changes in equity for 2008:      
Available for sale investments:      
— Increase in fair value of investments – – – 156 – 156
—  Gain transferred to the income  
statement on disposal of investments – – – (218) – (218)
Tax taken to equity – – – 25 (410) (385)
Net income recognised directly in equity – – – (37) (410) (447)
Profit for the year – – – – 747 747
Total recognised income and
expense for the year – – – (37) 337 300
Dividends – – – – (1,610) (1,610)
Share-based payments – – – – 584 584
Balance at 31 October 2008 2,470 2,646 (200) (2) 5,204 10,118
Notes
1 The Employee Benefit Trust reserve represents shares held in the parent Company by the Arden Partners Employee Benefit 
Trust and which is consolidated in these financial statements in accordance with the accounting policy in note 1.
2 The Available for Sale reserve represents unrealised gains and losses on available for sale investments, being the difference 
between the acquisition cost and fair value at the balance sheet date. The reserve is shown net of related deferred tax.
The notes on pages 20 to 39 form part of these financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 October 2009
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Company Statement of Changes in Equity for the year ended 31 October 2009
   Employee
  Share Benefit Available
 Share premium Trust for sale Retained
 capital account reserve reserve earnings Total
 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 October 2008
as restated 2,470 2,646 (200) (2) 5,204 10,118
Changes in equity for 2009:      
Increase in fair value of investments – – – 2 – 2
Tax taken to equity – – – – 74 74
Net income recognised directly in equity – – – 2 74 76
Profit for the year – – – – 1,246 1,246
Total recognised income and  
expense for the year – – – 2 1,320 1,322
Share-based payments – – – – 702 702
Issue of shares 24 90 – – – 114
Purchase of own shares – – (448) – – (448)
Balance at 31 October 2009 2,494 2,736 (648) – 7,226 11,808
Company Statement of Changes in Equity for the year ended 31 October 2008
   Restated
   Employee
  Share Benefit Available Restated
 Share premium Trust for sale Retained
 capital account reserve reserve earnings Total
 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 October 2007 2,470 2,646 – 35 5,853 11,004
Change in accounting policy – – (200) – 40 (160)
Restated balance at 31 October 2007 2,470 2,646 (200) 35 5,893 10,844
Changes in equity for 2008:      
Available for sale investments:      
—  Increase in fair value of investments – – – 156 – 156
—  Gain transferred to the income  
statement on disposal of investments – – – (218) – (218)
Tax taken to equity – – – 25 (410) (385)
Net income recognised directly in equity – – – (37) (410) (447)
Profit for the year – – – – 747 747
Total recognised income and  
expense for the year – – – (37) 337 300
Dividends – – – – (1,610) (1,610)
Share-based payments – – – – 584 584
Balance at 31 October 2008 2,470 2,646 (200) (2) 5,204 10,118
The notes on pages 20 to 39 form part of these financial statements.
Company Statement of Changes in Equity
For the year ended 31 October 2009
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1) Accounting policies
Arden Partners plc is a public limited company incorporated in the United Kingdom under the Companies Act. The address 
of the Company’s registered office is set out on page 40. 
Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have 
been consistently applied to the Group and Company, except for the treatment of the Arden Partners Employee Benefit 
Trust in the Company (see Employee Benefit Trust below), to all the years presented unless otherwise stated.
These policies are in accordance with International Financial Reporting Standards, International Accounting Standards 
and Interpretations (collectively, “IFRS”) issued by the International Accounting Standards Board as endorsed for use 
in the European Union. The Group and Company Financial Statements have been prepared in accordance with IFRS. 
These financial statements have also been prepared in accordance with those parts of the Companies Act 2006 that are 
applicable to companies preparing their financial statements in accordance with IFRS. 
Employee Benefit Trust accounting policy
The Directors have elected to consolidate the Arden Partners Employee Benefit Trust in the Company and have restated 
the prior year Company balance sheet. The effect of the restatement was to reclassify an amount of £200,000, which 
was previously reported within trade and other receivables to the Employee Benefit Trust Reserve and reclassify £115,000, 
which was previously reported within trade and other payables to Retained Earnings. Both the Employee Benefit Trust 
Reserve and Retained Earnings form part of equity in the Company only balance sheet. There was no impact on the prior 
year Company profit and loss.
Basis of consolidation
Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another 
entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial 
statements present the results of the Company and its subsidiaries (the “Group”) as if they formed a single entity. 
Intercompany transactions and balances between Group companies are therefore eliminated in full. 
The Company has taken advantage of Section 408 of the Companies Act 2006, and the income statement of the parent 
Company is not presented. The parent Company’s profit after taxation for the financial year amounted to £1,246,000 
(2008: £747,000).
Standards, interpretations and amendments to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for 
the Group’s accounting periods beginning on or after 1 November 2009 or later periods and which the Group has decided 
not to adopt early. These are:
— IFRS 8, Operating segments (effective for accounting periods beginning on or after 1 January 2009). This standard 
sets out requirements for the disclosure of information about an entity’s operating segments and also about the 
entity’s products and services, the geographical areas in which it operates, and its major customers. It replaces IAS 14, 
Segmental Reporting. The Group expects to apply this standard in the period beginning on 1 November 2009. As this 
is a disclosure standard, it will not have any effect on the results or net assets of the Group.
— Amendment to IFRS 2, Share-based Payments: Vesting conditions and cancellations (effective for accounting 
periods beginning on or after 1 January 2009). This Amendment clarifies that vesting conditions are service conditions 
and performance conditions only. Other features of a share-based payment are not vesting conditions. The purpose 
of making the distinction is so as to be able to address the accounting for non-vesting conditions, which were not 
previously covered by IFRS 2. The guidance in IFRS 2 covering the accounting for vesting conditions is not affected 
by the Amendment. The Board is assessing the impact of this amendment on the Group; this is not expected to be 
significant.
— Amendments to IAS 1, Presentation of Financial Statements: A Revised Presentation (effective for accounting 
periods beginning on or after 1 January 2009). As this is a disclosure standard, it will not have any effect on the results 
or net assets of the Group. It will affect the presentation and format of the primary statements and notes and these 
disclosures will be revised accordingly in the 2010 financial statements.
Notes to the Consolidated Financial Statements
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1) Accounting policies (continued)
— Improving Disclosures about Financial Instruments (Amendments to IFRS 7) (effective for accounting periods 
beginning on or after 1 January 2009). This Amendment requires the analysis of each class of financial asset and 
financial liability, into a three level fair value measurement hierarchy. It requires additional disclosures in respect of 
those financial instruments classified as Level Three (namely those that are measured using a valuation technique 
which uses inputs that are not based on observable market data). It also implements some changes to the definition 
of and disclosures associated with liquidity risk. The Board is assessing the impact of this amendment on the Group; 
this is not expected to be significant.
— Improvements to IFRSs (2009) (effective for accounting periods beginning on or after 1 January 2009). The Board is 
assessing the impact of this amendment on the Group; this is not expected to be significant.
— Revised IFRS 3, Business Combinations (effective for accounting periods on or after 1 July 2009). This revised 
standard and amendments are still to be endorsed by the EU. The revised IFRS 3 and amendments to IAS 27 arise 
from a joint project with the Financial Accounting standards Board (FASB), the US standards setter, and result in IFRS 
being largely converged with the related, recently issued, US requirements. There are very significant changes to the 
requirements of IFRS, and options available, if accounting for business combinations. The Board will assess the impact 
of the revised IFRS 3 on the financial statements if it becomes relevant in the future. 
— Amendments to IAS 27, Consolidated and Separate Financial Statements (effective for accounting periods on 
or after 1 July 2009). This Amendment relates in particular to acquisitions of subsidiaries achieved in stages and 
disposals of interests, with significant differences in the accounting depending on whether control is gained or not, 
or a transaction simply results in a change in the percentage of the controlling interest. The Amendment does not 
require the restatement of previous transactions. The Amendment to IAS 27 must be adopted at the same time as IFRS 
3 Revised. The Board will assess the impact of the revised IAS 27 on the financial statements if it becomes relevant in 
the future.
— Improvements to IFRSs (2010) (effective for accounting periods on or after 1 January 2010). The improvements in 
this Amendment clarify the requirements of IFRSs and eliminate inconsistencies within and between Standards.
The changes include the clarification that: the disclosure requirements of other IFRSs do not generally apply to non-current 
assets (or disposal groups) classified as held for sale; total assets for each reportable segment need only be disclosed when 
such information is regularly provided to the chief operating decision maker; that the terms of a liability that could, at the 
option of the counterparty, result in its settlement by the issue of equity instruments do not effect its classification, and; 
that only expenditures that result in a recognised asset can be classified as a cash flow from investing activities. It also 
confirms that the combination of entities or businesses under common control and the contribution of a business on the 
formation of a joint venture are outside the scope of IFRS 2 and that IFRIC 9 also does not apply to embedded derivatives 
in contracts acquired in such transactions.
The Amendment changes IAS 38 to bring the guidance on the treatment of intangible assets acquired as part of a business 
combination in line with the requirements of IFRS 3(R) and to clarify the description of valuation techniques used in the 
absence of an active market. It removes the restriction in IFRIC 16 on the entity that can hold a hedging instrument 
used in the hedge of a net investment in a foreign operation and also introduces changes to IAS 17 that eliminate the 
inconsistencies between the general lease classification guidance and the guidance applicable to the classification of the 
land element in long-term leases of land and buildings. The latter changes may lead to an increased number of instances 
when the land element of a lease of land and buildings is classified as a finance lease.
Finally, Improvements to IFRSs (2010) introduces a number of changes to IAS 39. These changes restrict the scope 
exemption in IAS 39.2(g) to forward contracts between an acquirer and a selling shareholder to buy or sell an acquiree in 
a business combination at a future acquisition date (i.e. removing the scope exemption for option contracts whether or 
not currently exercisable, that on exercise will result in control of an entity). It also clarifies when embedded prepayment 
options can be considered closely related to a host contract, the timing of reclassification adjustments in designated cash 
flow hedging relationships and, the use of internal contracts in hedging relationships. The Board is assessing the impact of 
this amendment on the Group; this is not expected to be significant.
Notes to the Consolidated Financial Statements continued
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1) Accounting policies (continued)
Group Cash-settled Share-based Payment Transactions (Amendments to IFRS 2) (effective for accounting periods 
on or after 1 January 2010). This Amendment clarifies that, where a parent (or another group entity) has an obligation to 
make a cash-settled share-based payment to another group entity’s employees or suppliers, the entity receiving the goods 
or services should account for the transaction as equity-settled. The Amendment also moves the IFRIC 11 requirements in 
respect of equity-settled share-based payment transactions among group entities and the clarification of the scope of IFRS 
2 contained within IFRIC 8 into IFRS 2 itself. The Board is assessing the impact of this amendment on the Group; this is not 
expected to be significant.
IFRS 9, Financial Instruments (effective for accounting periods beginning on or after 1 January 2013). IFRS 9 will 
eventually replace IAS 39 in its entirety. However, the process has been divided into three main components: Classification 
and measurement; impairment; and, hedge accounting. As each phase is completed, it will delete the relevant portions of 
IAS 39 and create new chapters in IFRS 9. The Board is assessing the impact of this amendment on the Group; this is not 
expected to be significant.
Revised IAS 24, Related Party Disclosures (effective for accounting periods beginning on or after 1 January 2011). The 
revision to IAS 24 is in response to concerns that the previous disclosure requirements and the definition of a related party 
were too complex and difficult to apply in practice, especially in environments where government control is pervasive. The 
Board is assessing the impact of this amendment on the Group; this is not expected to be significant.
The following are also standards, interpretations and amendments to published statements not yet effective, but which are 
not considered to be relevant to the Group:
— IAS 23, Borrowing costs (Revised) (effective for accounting periods beginning on or after 1 January 2009).
—  Amendments to IAS 32 and IAS 1, Puttable Financial Instruments and Obligations Arising on Liquidation 
(effective for periods beginning on or after 1 January 2009).
—  Revised IFRS 1, First-time Adoption of international Financial Reporting Standards (effective for accounting 
periods beginning on or after 1 January 2009). 
— Amendments to IFRS 1 and IAS 27, Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate 
(effective for periods beginning on or after 1 January 2009).
— Embedded Derivatives (Amendments to IFRIC 9 and IAS 39) (effective for periods beginning on or after 1 January 
2009).
—  IFRIC 15, Agreements for the Construction of Real Estate (effective for periods beginning on or after 1 January 
2009).
— IAS 39, Financial instruments: Recognition and Measurement: Eligible Hedged Items (effective for accounting 
periods beginning on or after 1 July 2009).
— IFRIC 17, Distributions of Non-Cash Assets to Owners (effective for periods beginning on or after 1 July 2009).
— IFRIC 18, Transfer of Assets from Customers (effective for transfers of assets from customers received on or after 
1 July 2009).
— Additional Exemptions for First-time Adopters (Amendments to IFRS 1) (effective for accounting periods 
beginning on or after 1 January 2010).
— Classification of Rights Issues (Amendment to IAS 32) (effective for accounting periods beginning on or after 
1 February 2010).
— IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments (effective for accounting periods beginning 
on or after 1 April 2010).
Notes to the Consolidated Financial Statements continued
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1) Accounting policies (continued)
Revenue
Revenue comprises the net trading gains or losses of shares traded on a principal basis, commissions and fees earned 
from trading shares on an agency basis, together with fees derived from corporate finance activities, broking services and 
retainers.
Revenue is recognised at the fair value of the consideration receivable, to the extent that it is probable that the economic 
benefits associated with the transaction will flow to the Group. Where consideration includes financial instruments or other 
non-cash items, revenue is measured at fair value using an appropriate valuation method. 
Corporate Finance Division
The Group recognises revenue at the point of completing an assignment to the extent that it has obtained the right to 
consideration through performance of its services to clients.
Deal fees and placing commissions are only recognised once there is an absolute contractual entitlement for the Group to 
receive them.
Corporate retainers are recognised on an accruals basis.
Equities Division
Institutional commissions are recognised on trade dates. Net trading gains or losses are the realised and unrealised profits 
and losses from market making long and short positions on a trade date basis.
Interest receivable
Financial income, which comprises principally interest received, is recognised using the effective interest rate method.
Property, plant and equipment
Property, plant and equipment is stated at cost, net of depreciation and impairment in value.
Depreciation is provided to write off the cost, less estimated residual values, of all tangible fixed assets evenly over their 
expected useful lives. It is calculated at the following rates:
Improvements to leasehold buildings — 33.33% per annum
Fixtures, fittings and equipment — 33.33% per annum
Computer equipment — 33.33% per annum 
  
Investments
Investments in subsidiaries are stated at cost less, where appropriate, provision for impairment.
Financial assets
Financial assets comprise trading investments, trade receivables, other receivables, and cash and cash equivalents. The 
Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the 
asset was acquired. The Group has not classified any of its financial assets as held to maturity.
The Group’s accounting policy for each category is as follows:
 ● Trading investments: trading investments comprise available for sale investments and financial assets at fair value 
through Profit and Loss:
 ● Available for sale: this category comprises the Group’s investments in entities not qualifying as subsidiaries, 
associates or jointly controlled entities. They are carried at fair value with changes in fair value recognised directly 
in a separate component of equity, the available for sale reserve. Where there is a significant or prolonged decline 
in the fair value of an available for sale financial asset (which constitutes objective evidence of impairment), the 
full amount of the impairment, including any amount previously charged to equity, is recognised in the income 
statement. Purchases and sales of available for sale financial assets are recognised on contract date with any change 
in fair value between trade date and the balance sheet date being recognised in the available for sale reserve. 
On sale, the amount held in the available for sale reserve associated with that asset is removed from equity and 
recognised in the income statement. 
Notes to the Consolidated Financial Statements continued
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1) Accounting policies (continued)
 ● Held for trading: Held for trading investments represent long market making positions and other investments 
held for resale in the near term and are stated at fair value with gains and losses from changes in fair value 
being taken to the income statement. For trading investments which are quoted in active markets, fair values 
are determined by reference to the current quoted bid price. Other trading investments may include options and 
warrants and are valued using the Black–Scholes model. 
 ● Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are 
not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. 
trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair 
value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at 
amortised cost using the effective interest rate method, less provision for impairment. 
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part 
of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts 
due under the terms receivable, the amount of such a provision being the difference between the net carrying amount 
and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, 
which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within 
administrative expenses in the income statement. On confirmation that the trade receivable will not be collectable, the 
gross carrying value of the asset is written off against the associated provision.
The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet.
 ● Market receivables: comprise sold security transactions awaiting settlement at the year end. These balances are 
shown gross and are recognised by trade date.
 ● Cash and cash equivalents: Cash and cash equivalents comprise cash in hand, bank balances and call deposits that 
are readily convertible to a known amount of cash and are not subject to a significant risk of changes in value. Cash 
and cash equivalents all have original dates to maturity of three months or less.
Financial liabilities 
The Group classifies its financial liabilities into one of the categories discussed below, depending on the purpose for which 
the liability was acquired. The Group’s accounting policy for each category is as follows:
 ● Held for trading: Held for trading liabilities represent short market-making positions and are stated at fair value. 
Gains and losses from changes in fair value are taken to the income statement.
For trading liabilities which are quoted in active markets, fair values are determined by reference to the current quoted 
offer price. 
 
 ● Fair value through profit or loss: The Group does not have any financial liabilities designated as being at fair value 
through profit or loss. 
 ● Other financial liabilities: These comprise market payables, trade payables, other payables and accruals. They are 
initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
 ● Market payables: These comprise purchased security transactions awaiting settlement at the year end. These balances 
are shown gross and are recognised by trade date.
 
Pledged assets
The Group may enter into stock borrowing arrangements with certain institutions which are entered into on a collateralised 
basis with securities or cash advances received as collateral.
Under such arrangements a security is purchased with a commitment to return it at a future date at a future agreed price. 
The securities purchased are not recognised on the balance sheet and the transaction is treated as a secured loan made 
for the purchase price.
Notes to the Consolidated Financial Statements continued
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Notes to the Consolidated Financial Statements continued
1) Accounting policies (continued)
Where cash has been used to effect the purchase, the cash collateral amount is recorded as a pledged asset on the balance 
sheet.
Foreign currency transactions
Transactions in foreign currencies are translated into sterling at the exchange rate ruling at the date of the transaction. 
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into sterling at 
the exchange rate ruling at the balance sheet date. Foreign exchange differences arising on translation are recognised in 
the income statement.
Taxation
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognised in 
the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised 
directly in equity.
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 using the balance sheet liability method, providing for temporary differences between the carrying 
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount 
of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and 
liabilities, using tax rates enacted or substantively enacted at the balance sheet date. 
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against 
which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related 
tax benefit will be realised. 
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. 
Final equity dividends are recognised when approved by shareholders at an Annual General Meeting. Dividends unpaid at 
the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised 
and are no longer at the discretion of the Company. 
Leased assets
Assets acquired under finance leases where the Group has substantially all the risks and rewards of ownership are 
capitalised. The outstanding future lease obligations are shown in creditors. Operating lease rentals are charged to the 
income statement on a straight line basis over the period of the lease. 
Pension costs
Contributions to defined contribution pension schemes are charged to the income statement in the period in which they 
become payable.
Employee Benefit Trust
Arden Partners Employee Benefit Trust is a trust established by Trust deed in 2004 and the assets and liabilities are held 
separately from the Company. Its assets and liabilities are fully consolidated in the Group and Company balance sheets, 
and holdings of Arden Partners plc shares by the Arden Partners Employee Benefit Trust are shown as a deduction from 
Company and consolidated equity under the heading “Employee Benefit Trust reserve”.
 
Share-based payments — equity settled
All options granted are recognised as an employee expense with a corresponding increase in equity. The fair value is 
measured at grant date and spread over the period during which the employees become unconditionally entitled to the 
options. The fair value is measured using the Black–Scholes model, taking into account the terms and conditions upon 
which the options were granted.
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Notes to the Consolidated Financial Statements continued
1) Accounting policies (continued)
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at 
each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the 
number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. 
As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market conditions are 
satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Critical accounting estimates
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect 
the reported amounts of assets, liabilities, income and expense. The estimates and associated assumptions are based on 
historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which 
form the basis of judgements about carrying values of assets and liabilities. Actual results may differ from those amounts. 
Judgements made by management that may have a significant effect on the financial statements relate principally 
to the Group’s equity-settled share-based remuneration schemes for employees. Employee services received, and the 
corresponding increase in equity, are measured by reference to the fair value of the equity instruments at the date of grant. 
The fair value of share options is estimated by using valuation models, such as Black–Scholes, on the date of grant based 
on certain assumptions. Those assumptions are described in note 18 and include, among others, the dividend growth rate 
and expected volatility.
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2) Revenue
Revenue is wholly attributable to the principal activity of the Group and arises solely within the United Kingdom.
  2009 2008
  £’000 £’000
Equities Division  8,456 6,547
Corporate Finance Division  4,603 4,884
Total revenue  13,059 11,431
Included within revenue of the Corporate Finance Division is an amount of £155,000 (2008: £nil) relating to the fair value 
adjustment of derivatives held within trading investments that are fair valued through the income statement.
The Directors are of the opinion that there are only two business segments and that business resources cannot be readily 
allocated to segments for the purposes of deriving either profit or net assets.
3) Profit from operations 
  2009 2008
  £’000 £’000
This is arrived at after charging/(crediting):   
Depreciation of property, plant and equipment  256 278
Operating lease costs  255 247
Aborted bid costs  – 131
Auditor’s remuneration:   
Audit services:   
Company  67 79
Subsidiaries  1 1
Tax services  27 25
Pension services  7 9
Corporate finance services:   
Included within aborted bid costs  – 31
Foreign currency (gains)/losses  (25) 53
Share-based payments   702 584
Impairment of available for sale investments  20 342
Profit on disposal of available for sale assets  – (218)
4) Dividends
No dividends were recognised in the year.
Dividends recognised in the prior year consisted of the 2007 final dividend of £1,081,000 (4.5p per share) and the 2008 
interim dividend of £529,000 (2.2p per share), totalling £1,610,000.
 
Notes to the Consolidated Financial Statements continued
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5) Employees
Staff costs (including Directors) of the Company and Group consist of:
  2009 2008
  £’000  £’000 
Wages and salaries  4,100 3,790
Incentive payments  944 610
Share-based payments (see note 18 for further details)  702 584
Social security costs  582 496
Other pension costs  419 349
  6,747 5,829
The average number of employees (including Directors) of the Group and Company during the year was 55 (2008: 51) of 
which 41 (2008: 40) are front-office and the remainder are administration.
6) Directors’ remuneration
  2009 2008
  £’000  £’000 
Directors’ emoluments  568 409
Company contributions to money purchase pension schemes  31 124
  599 533
There were two Directors in defined contribution pension schemes during the year (2008: two).
The total amount payable to the highest paid Director in respect of emoluments was £318,000 (2008: £256,000). Company 
pension contributions of £19,000 (2008: £112,000) were provided towards a money purchase scheme on his behalf.
Further details of Directors’ remuneration are set out in the Report on Directors’ Remuneration on pages 9 and 10.
7) Finance income
  2009 2008
  £’000  £’000 
Bank and other interest receivable   86 509
8) Finance costs
  2009 2008
  £’000  £’000 
Bank loans and overdrafts  1 –
Notes to the Consolidated Financial Statements continued
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9) Income tax expense
  2009 2008
  £’000  £’000
UK Corporation tax   
Current tax on profits of the year  720 660
Adjustment in respect of previous periods  (32) (14)
Total current tax  688 646
Deferred tax   
Origination and reversal of timing differences  (412) (7)
Deferred tax on financial assets  44 (3)
Adjustment in respect of previous periods  (44) 16
Total deferred tax  (412) 6
Total income tax expense   276 652
The tax assessed for the year is lower (2008: higher) than the standard rate of corporation tax in the UK. The differences 
are explained below:
  2009 2008
  £’000  £’000 
Profit before tax  1,522 1,399
Profit on ordinary activities at the standard rate of corporation tax  
in the UK of 28% (2008: 28.8%)  426 403
Effect of:   
Expenses not deductible for tax purposes  256 250
Prior year current tax over provision  (32) (14)
Prior year deferred tax under/(over) provision  (44) 16
Deferred tax on share options  (374) –
Deferred tax on financial assets  44 (3)
Total income tax expense  276 652
Notes to the Consolidated Financial Statements continued
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10) Earnings per share
In addition to the basic earnings per share, underlying earnings per share has been shown because the Directors consider 
that this gives a more meaningful indication of the underlying performance of the Group. Where applicable, all adjustments 
are stated after taking into consideration the appropriate tax treatment.
 Year ended Year ended
 31 October 2009 31 October 2008
  Pence per  Numerator Pence per Numerator
  share £’000 share £’000
Basic Earnings  5.1 1,246 3.1 747
Add: IFRS 2 share-based payments  2.9 702 2.5 584
Add: Aborted bid costs  – – 0.5 131
Underlying Basic Earnings  8.0 1,948 6.1 1,462
    
Diluted Earnings  4.8 1,246 2.8 747
Add: IFRS 2 share-based payments  2.7 702 2.2 584
Add: Aborted bid costs  – – 0.5 131
Underlying Diluted Earnings  7.5 1,948 5.5 1,462
 
  Year ended   Year ended
  31 October   31 October
  2009  2008
  Number  Number
Denominator
Weighted average number of shares in issue 
for Basic Earnings calculation  24,209,343  24,032,272 
Weighted average dilution for outstanding share options  1,828,105  2,340,528 
Weighted average number for Diluted Earnings calculation  26,037,448  26,372,800 
The shares held by the Arden Partners Employee Benefit Trust have been treated as cancelled, and excluded from the 
denominator. The comparatives have been restated to reflect this treatment.
11) Property, plant and equipment
Company and Group as at 31 October 2009
  Fixtures,
 Improvements fittings and 
 to leasehold computer
 buildings equipment  Total
 £’000 £’000 £’000
Cost    
At 1 November 2008 238 1,014 1,252
Additions   100 91 191
At 31 October 2009   338 1,105 1,443
Depreciation   
At 1 November 2008 175 754 929
Provided for the year   63 193 256
At 31 October 2009   238 947 1,185
Net book value   
At 31 October 2009   100 158 258
At 31 October 2008   63 260 323
Notes to the Consolidated Financial Statements continued
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11) Property, plant and equipment (continued)
Company and Group as at 31 October 2008
  Fixtures,
 Improvements fittings and 
 to leasehold computer
 buildings equipment  Total
 £’000 £’000 £’000
Cost    
At 1 November 2007 233 930 1,163
Additions   5 84 89
At 31 October 2008   238 1,014 1,252
Depreciation   
At 1 November 2007 129 522 651
Provided for the year   46 232 278
At 31 October 2008   175 754 929
   
Net book value   
At 31 October 2008   63 260 323
At 31 October 2007   104 408 512
At 31 October 2009, the Group and Company had capital commitments of £355,000 (2008: £Nil).
12) Investments
Company
   Group 
   undertakings
   £
Cost  
At 1 November 2008   2
Additions     1
At 31 October 2009     3
The Company owns the whole of the issued share capital of Arden Partners Nominees Limited, a company registered  
in England. This company’s sole activity is the holding of investments for clients of Arden Partners plc. The Company has 
not traded.
The Company also owns the whole of the issued share capital of Arden Partners EBT Limited, a company registered 
in England. The company’s sole activity is to act as payment agent for the Arden Partners Employee Benefit Trust. At  
31 October 2009, the Arden Partners Employee Benefit Trust held 774,994 ordinary shares in Arden Partners plc  
(2008: 669,600 ordinary shares).
During the year the Company established Arden Partners Asset Management Limited as a name protection company. The 
Company has not traded.
Notes to the Consolidated Financial Statements continued
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13) Deferred tax
Group and Company — 2009
  Accelerated 
  capital 
  allowances   Total
 and temporary  Share deferred Financial
  differences options tax asset assets
  £’000 £’000 £’000 £’000
At 1 November 2008 — asset/(liability)  43 45 88 –
Credited to income statement  38 374 412 (44)
Adjustments in respect of prior years  44 – 44 –
Transferred to equity  – 74 74 –
At 31 October 2009  125 493 618 (44)
Deferred taxation comprises:
  2009 2008
  £’000 £’000
Accelerated capital allowances  50 22
Other timing differences  75 21
Share options    493 45
Total deferred tax asset    618 88
Deferred tax liability on financial assets    (44) –
  
Group and Company — 2008
  Accelerated 
  capital 
  allowances   Total
 and temporary  Share deferred Financial
  differences options tax asset assets
  £’000 £’000 £’000 £’000
At 1 November 2007 — asset/(liability)  52 455 507 (28)
Credited to income statement  7 – 7 3
Adjustments in respect of prior years  (16) – (16) –
Transferred to equity  – (410) (410) 25
At 31 October 2008  43 45 88 –
14) Trading investments
Group and Company
  2009 2008
  £’000 £’000
Long market making positions  2,489 215
Other investments:  
Shares  – –
Options and warrants    171 5
    2,660 220
At 31 October 2009 the historical cost of the long market making positions was £2,510,000 (2008: £260,000). There are 
no long market making positions denominated in foreign currency (2008: £nil).
At 31 October 2009 the historical cost of the trading investments was £70,000 (2008: £8,000). There are no trading 
investments denominated in foreign currency (2008: £nil).
Notes to the Consolidated Financial Statements continued
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15) Trade and other receivables
Group
  2009 2008
  £’000 £’000
Market receivables  13,703 1,248
Trade receivables  1,012 1,215
Other receivables  340 211
Prepayments and accrued income    605 472
    15,660 3,146
Company
   Restated
  2009 2008
  £’000 £’000
Market receivables  13,703 1,248
Trade receivables  1,012 1,215
Other receivables  528 411
Prepayments and accrued income    605 472
    15,848 3,346
Included within trade receivables of the Group and the Company at 31 October 2009 is an amount of £1,000 (2008: 
£579,000) which is denominated in US$.
There are no differences between the fair value and the amortised cost of any of the market, trade and other receivables.
An analysis of overdue trade receivables is shown in note 23. No other receivables are overdue.
16) Cash and cash equivalents
Group
  2009 2008
  £’000 £’000
Cash and bank balances  6,846 3,640
Call deposits    3,677 5,841
    10,523 9,481
Company
  2009 2008
  £’000 £’000
Cash and bank balances  6,842 3,555
Call deposits    3,677 5,841
    10,519 9,396
Included within cash and bank balances of the Group and the Company at 31 October 2009 is an amount of £77,000 
(2008: £229,000) which is denominated in US$.
Notes to the Consolidated Financial Statements continued
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17) Trade and other payables 
Group
  2009 2008
  £’000 £’000
Held for trading liabilities  65 46
Market payables  13,958 1,092
Trade payables  689 445
Other taxation and social security  152 171
Other payables  300 63
Accruals and deferred income    2,018 1,126
    17,182 2,943
There are no differences between the fair values and the amortised cost of any of the trade and other payables. Included 
in the above are financial liabilities amounting to £16,595,000 (2008: £2,580,000). 
Company
   Restated
  2009 2008
  £’000 £’000
Held for trading liabilities  65 46
Market payables  13,958 1,092
Trade payables  689 445
Other taxation and social security  152 171
Other payables  484 178
Accruals and deferred income    2,018 1,126
    17,366 3,058
There are no differences between the fair values and the amortised cost of any of the trade and other payables. Included 
in the above are financial liabilities amounting to £16,594,000 (2008: £2,580,000).
18) Share capital
  Allotted, 
  called up
 Authorised and fully paid
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
Equity share capital
40,000,000 Ordinary shares of 10p each  4,000 4,000 – –
24,939,976 (2008: 24,701,872) Ordinary shares of 10p each  – – 2,494 2,470
During the year the Company issued in aggregate 238,104 ordinary shares of 10p each to satisfy the exercise of share 
options. Gross proceeds were £114,000 of which £24,000 has been credited to share capital and £90,000 to the share 
premium account.
Notes to the Consolidated Financial Statements continued
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18) Share capital (continued)
 
Options over the Company’s shares outstanding
 31 October 2009 31 October 2008
 Number Option Number Option Date first Expiry
 of shares price (p) of shares price (p) exercisable date
Arden Partners Old Scheme 1,516,592 47.8 2,198,305 47.8 4/2009 4/2016
Arden Partners Share 
Plan 2007 – 2007 grant 600,000 10.0 600,000 10.0 9/2010 9/2017
Arden Partners Share 
Plan 2007 – 2008 grant 840,000 10.0 840,000 10.0 2/2011 2/2018
Arden Partners Share 
Plan 2007 – 2009 first grant 56,561 10.0 – – 7/2010 7/2019
Arden Partners Share 
Plan 2007 – 2009 second grant 1,160,000 10.0 – – 10/2011 10/2019
Outstanding at the end 
of the year 4,173,153  3,638,305
 
Exercisable at the year end 1,516,592  –
Not exercisable at the year end 2,656,561  3,638,305
Outstanding at the end  
of the year 4,173,153  3,638,305
 
The movement and weighted average exercise prices of share options are as follows:
   Weighted  Weighted
   average  average
  Number of exercise Number of exercise
  options price (p) options price (p)
  2009 2009 2008 2008
At 1 November 2008  3,638,305 32.8 3,432,352 39.0
Exercised during the year  (238,104) (47.8) – –
Granted during the year  1,216,561 10.0 840,000 10.0
Lapsed during the year  (443,609) (47.8) (634,047) (35.9)
At 31 October 2009  4,173,153 23.7 3,638,305 32.8
Share-based payments
The share options granted during the year under the Arden Partners Share Plan 2007 are equity settled options. The vesting 
condition for all options requires the option holders to still be in the employment of the Company at the exercise date; 
for certain options, performance conditions must also be satisfied. These include both market and non-market conditions.
The fair value of services received in return for share options granted are measured by reference to the fair value of share 
options granted. The estimate of the fair value of the services received is measured based on the Black–Scholes model. The 
contractual life is the life of the option in question and growth in dividend yield is based on the best current estimate of 
future yields over the contractual period.
Notes to the Consolidated Financial Statements continued
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18) Share capital (continued)
Expected volatility is based on historic information adjusted to take effect of future trends in economic conditions, 
behavioural considerations and exercise restrictions.
The assumptions underlying the calculations within the Black–Scholes model were as follows:
 Arden  Arden Arden Arden
 Partners  Partners Partners Partners
 Share Plan  Share Plan Share Plan Share Plan
 Second 2009 First 2009  Second 2008 First 2008
 award  award   award award
Fair value at measurement date  97.0p 92.0p 110.0p 129.0p
Exercise price  10.0p 10.0p 10.0p 10.0p
Stock price at date of grant  108.5p 101.5p 121.0p 142.0p
Expected volatility  30% 30% 30% 30%
Option life (in years)  2 1 3 3
Dividend yield  3% 3% 3% 3%
Risk free interest rate  4% 4.5% 5.75% 5.75%
 
The total expense recognised for the period arising from share-based payments are as follows:
  2009 2008
  £’000 £’000
Expensed during the year (equity-settled)
(included within employee costs as set out in note 5)  702 584
19) Pensions
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those 
of the Company in an independently administered fund. Where members of staff do not join the Company scheme, 
contributions are made to their own nominated schemes all of which are defined contribution. The pension charge for the 
year amounted to £419,000 (2008: £349,000). Contributions amounting to £167,000 (2008: £61,000) were payable to 
schemes and are included in creditors.
20) Commitments under operating leases
The Group and the Company were committed to making the following payments under non-cancellable operating leases 
as set out below:
 Land and buildings
  2009 2008
  £’000 £’000
Within one year  113 240
Between one and two years  105 78
Between two and five years  727 97
After five years    213 –
    1,158 415
Notes to the Consolidated Financial Statements continued
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21) Related party disclosures
The key management are considered to be the Board of Directors of Arden Partners plc, whose remuneration can be seen 
in the Directors’ Remuneration Report on pages 9 and 10. The compensation in total for each category required by IAS 24 
is as follows:
  Year ended Year ended
  31 October 31 October
  2009 2008
  £’000 £’000
Salaries and short-term employee benefits  599 533
Share-based payments    214 178
    813 711
22) Post-balance sheet events
On 9 December 2009, HM Treasury issued draft legislation entitled “Bank Payroll Tax”. The Board considers this to be a 
non-adjusting post balance sheet event and accordingly, have made no provision for this tax in these financial statements.
23) Financial Instruments and risk profile
The Group’s and Company’s financial instruments comprise cash and cash equivalents, trading positions, available for sale 
investments, trade receivables and trade payables arising from operations. The Group and Company have recognised the 
following risks arising from these financial instruments:
● Equity price risk ● Liquidity risk 
● Credit risk ● Operational risk
23.1 Equity price risk
The Group and Company face risk arising from holding trading investments in markets that fluctuate. The Group 
and Company manage equity price risk by establishing individual stock limits and overall investment criteria, and 
management reports are prepared daily in support of a review regime. The Board reviews trading investments on a 
monthly basis.
23.2 Liquidity risk
 Liquidity risk is the risk that the Group and Company are unable to raise sufficient funding to enable them to meet 
their obligations and is managed as follows:
● maintaining a strong capital base
● forecasting future cash flow requirements
● monitoring of cash positions on a daily basis
● monitoring of market making positions on a daily basis
● control over timely settlement of trade debtors
● control over timely settlement of market debtors and creditors
Capital management
The Group’s and Company’s policy in respect of capital adequacy is to maintain a strong capital base so as to retain 
investor, creditor and market confidence. During the years ended 31 October 2008 and 2009 capital has been 
maintained at a level above minimum FSA requirements. Such levels have been established by reference to an 
internal ICAAP assessment. The Group’s and Company’s capital resources consist of Tier 1 equity capital and Tier 3 
retained earnings.
The Group and Company hold their cash with a number of reputable financial institutions. All cash and cash 
equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash.
Notes to the Consolidated Financial Statements continued
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23) Financial Instruments and risk profile (continued)
23.3 Credit risk
Credit risk represents the possibility that the Group or Company will suffer a loss from a counterparty failing to meet 
its obligations. Credit risk is managed as follows:
● robust client account opening and vetting procedures
● general policy to deal only with FSA registered counterparties
● general policy on limiting exposure to concentration risk
● control over timely settlement of market debtors
● review of daily settlement reports by the Risk Committee
Exposure to credit risk
The carrying value of financial assets represents the maximum credit exposure. The maximum exposure to credit risk 
at the reporting date was:
  Group  Company
     Restated
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
Market receivables  13,703 1,248 13,703 1,248
Trade receivables  1,012 1,215 1,012 1,215
Other receivables  340 211 528 411
Cash and cash equivalents  10,523 9,481 10,519 9,396
Total loans and receivables  25,578 12,155 25,762 12,270
  
The ageing of trade receivables at the reporting date was
  31 October 31 October
  2009 2008
  £’000 £’000
Not past due  855 976
Past due 31-60 days  78 37
Past due 61-90 days  20 32
Past due 91-120 days  23 11
Past due 121+ days  89 350
Provisions    (53) (191)
Total    1,012 1,215
Movement in provision 
  31 October 31 October
  2009 2008
  £’000 £’000
Opening balance at 1 November   191 186
Amounts released  (53) (174)
Amounts written off  (144) (3)
Increase in provision    59 182
Closing balance at 31 October     53 191
Notes to the Consolidated Financial Statements continued
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23) Financial Instruments and risk profile (continued)
23.4 Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, staff or systems, or from 
external causes whether deliberate, accidental or natural. This would also include risk from changes in legislation, 
regulation, currency or interest rate risk.
 Operational risk is managed by an Operations Committee with day-to-day control exercised by the Operations 
Director. The Group and Company also has in place contingency plans to cover loss of systems, property and other 
eventualities.
 The Group and Company had an aggregate currency exposure at 31 October 2009 in respect of US$127,000 
(£77,000). There was a currency exposure for the Group and Company at 31 October 2008 of US$1,286,000 
(£808,000). The effect of a 10% movement in the US$/£ exchange rate from the rate ruling at the balance sheet 
date would be to impact profit and net assets by approximately £8,000 (2008: £80,000).
Fixed rate cash financial assets of £3,677,000 (2008: £5,841,000) comprise sterling cash deposits on money markets 
at an average rate of 0.25% (2008: 3.0%). Remaining cash was held on current accounts attracting interest based 
on LIBID. Other financial assets do not have maturity dates and do not currently attract interest. 
If the average level of interest received on cash deposits had been 0.5% higher or lower than the level actually 
received in the year ended 31 October 2009, the profit before taxation would have been increased or decreased 
by approximately £50,000. In the year ended 31 October 2008 a 1% movement in rates would have increased or 
decreased profit before taxation of approximately £80,000.
Notes to the Consolidated Financial Statements continued
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40
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Company Secretary Trevor Norris
 Arden Partners plc
 125 Old Broad Street
 London 
 EC2N 1AR
 Direct line : 020 7614 5900
Company Number 4427253
Corporate Brokers Altium Capital Limited
 30 St James’s Square
 London
 SW1Y 4AL
Financial PR Adviser Buchanan Communications
 45 Moorfields
 London
 EC2Y 9AE
Registrar Capita IRG Plc
 The Registry
 34 Beckenham Road
 Beckenham
 Kent
 BR3 4TU
Lawyers Eversheds LLP
 1 Wood Street
 London
 EC2V 7WS
Auditors BDO LLP
 55 Baker Street
 London
 W1U 7EU
Bankers HSBC Bank plc
 130 New Street
 Birmingham
 B2 4JU
Registered Office Arden House
 17 Highfield Road
 Edgbaston
 Birmingham
  B15 3DU
Corporate Information
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Notice is hereby given that the Annual General Meeting of Arden Partners plc (the “Company”) will be held at 125 Old Broad 
Street, London, EC2N 1AR on 25 March 2010 at 11.00 a.m. for the following purposes:
 
Ordinary Business
1. To receive and adopt the Company’s Financial Statements for the year ended 31 October 2009, together with the Directors’ 
Report, Directors’ Remuneration Report and the Independent Auditor’s Report on those Financial Statements.
 
2. To re-elect Trevor Norris as a Director, who is retiring by rotation in accordance with the Company’s Articles of Association.
 
3. To re-elect Jonathan Blanshard Keeling as a Director, who is retiring by rotation in accordance with the Company’s Articles 
of Association.
 
4. To reappoint BDO LLP as auditors to the Company, to hold office from the conclusion of this meeting until the conclusion 
of the next Annual General Meeting at which the Financial Statements are laid and to authorise the Directors to fix their 
remuneration.
 
To transact any other ordinary business of the Company.
 
Special Business
As special business, to consider and, if thought fit, pass the following resolutions which will be proposed as to resolution 
number 5 as an ordinary resolution and as to resolutions numbered 6, 7 and 8 as special resolutions:
 
5. That, subject to and in accordance with Article 12 of the Articles of Association of the Company, the Directors of the 
Company be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (in 
substitution for any existing authority to allot relevant securities) to exercise all the powers of the Company to allot 
relevant securities (within the meaning of such section) up to a maximum aggregate nominal value of £831,333, being 
approximately one third of the current issued share capital, such authority to expire on the earlier of the conclusion of the 
next Annual General Meeting of the Company or 15 months from the date of the passing of this resolution, but so that 
the Company may before such expiry make offers or agreements which would or might require relevant securities of the 
Company to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such offers or 
agreements as if the authority conferred by this resolution had not expired. 
 
6. That, subject to the passing of resolution 5 as set out in the notice of this meeting, and in accordance with Article 13 of the 
Articles of Association of the Company, the Directors be empowered pursuant to section 570 of the Companies Act 2006 
to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority 
as if section 561(1) of the Companies Act 2006 did not apply to such allotment, provided that this power shall be limited 
to allotments of equity securities:
 
(a) in connection with or pursuant to an offer of such securities by way of rights, open offer or other pre-emptive offer to 
the holders of ordinary shares in the Company and other persons entitled to participate therein in proportion (as nearly 
as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may 
consider necessary or expedient to deal with fractional entitlements or any legal or practical problems under the laws 
of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; 
and
 
(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £124,700,
 
 and such power shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 15 
months from the date of the passing of this resolution, provided that the Company may before such expiry make an offer 
or agreement which would or might require equity securities to be allotted after such expiry, and the Directors of the 
Company may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution 
had not expired.
 
Notice of Meeting
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7 That,
(a) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum 
of Association which, by virtue of section 28 of the Companies Act 2006, are to be treated as provisions of the 
Company’s Articles of Association; and
(b) the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of 
identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the 
existing Articles of Association.
8 That, the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, 
to make market purchases (as defined in section 693(5) of the Companies Act 2006) of up to 2,493,998 ordinary shares 
of 10p each in the capital of the Company (being approximately 10% of the current issued ordinary share capital of the 
Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided 
that:
(a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) 5% above the average 
of the middle market quotation for ordinary shares as derived from the AIM Appendix to the Daily Official List of the 
London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, 
and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as 
derived from the trading venue where the purchase was carried out or less than 10p per share; and
(b) the authority herein contained shall expire at the conclusion of the Annual General Meeting of the Company to be 
held in 2011 or on 25 June 2011, whichever is earlier, provided that the Company may, before such expiry, make a 
contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the 
Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred 
had not expired.
By order of the Board Registered office:
Trevor Norris Arden House 
Company Secretary 17 Highfield Road
28 January 2010 Edgbaston
Birmingham
B15 3DU
Notes:
1. Under Article 87 of the Company’s articles of association, a member can nominate someone else to exercise the right to 
appoint a proxy. Please confirm whether you are the member or a person nominated by a member. If you are a member 
who has nominated someone else to exercise the right to appoint a proxy you should not complete this form. Any forms 
returned by such persons will be ineffective.
2. Any member entitled to attend and vote at the AGM is entitled (unless they have, pursuant to Article 87 of the Company’s 
articles of association, nominated someone else to enjoy such a right, in which case only the person so nominated may 
exercise the right) to appoint one or more proxies (who need not be a member of the Company) to attend and to vote 
instead of the member. Completion and return of a form of proxy will not preclude a member from attending and voting 
at the Meeting in person, should he subsequently decide to do so.
3. If you wish to appoint some other person as your proxy please insert his/her name and address, initial and strike out the 
words “the Chairman of the Meeting”. If you do this and you, or your proxy, do not go to the Meeting, your vote cannot 
be counted. A proxy need not be a member of the Company but must attend in person.
4. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of 
shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number 
of shares held by you). If the total number of shares exceeds the total held by the member, all appointments may be held 
invalid. Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and 
should be returned together in the same envelope.
Notice of Meeting continued
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5. Please indicate with an “X” in the appropriate box how you wish your votes to be cast. Unless otherwise instructed the 
proxy will exercise his/her discretion as to whether, and if so how, he/she will vote. The “Withheld” option is provided to 
enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted 
in the calculation of the proportion of votes “For” and “Against” a resolution.
6. This Form of Proxy must, in the case of an individual, be signed by the appointer or his/her attorney or, in the case of a 
corporation must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing. 
Where a duly authorised officer signs this form, the signatory should state his/her office on the form.
7. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be 
accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the 
order in which the names stand in the register of members in respect of the share.
8. Any alteration in this Form of Proxy must be initialled by the person in whose hand it is signed or executed.
9. In order to be valid, any form of proxy and power of attorney or other authority under which it is signed, or a notarially 
certified or office copy of such power of authority, must reach the Company’s Registrars, Capita Registrars, The Registry,  
34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hours (excluding any part of a day which is a non-
working day) before the time of the meeting or of any adjournment of the meeting.
10. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders registered in the 
register of members of the Company at 11.00 a.m. on 23 March 2010 or, if the meeting is adjourned, shareholders on the 
Company’s register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled 
to attend and vote at the meeting.
11. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.
12. The Directors have no present intention of exercising (i) the allotment authority under resolution 5 (ii) the disapplication of 
pre-emption rights authority under resolution 6; or (iii) the authority to make market purchases under resolution 8.
13. A copy of the Company’s existing Articles of Association (the “Existing Articles”) and a copy marked to show the 
differences between the Existing Articles and those proposed to be adopted pursuant to resolution 7(b) (the “Proposed 
Articles”) will be available for inspection at the Company’s registered office during usual business hours from the date of 
this notice until the date of the AGM and at the place of the AGM from at least 15 minutes prior to and until the conclusion 
of the AGM. The Proposed Articles have been updated to reflect in particular the following and other consequential 
changes arising as a result of the Companies Act 2006 (the “New Act”): 
 Memorandum of Association
 The Articles of Association will be amended by deleting all the provisions of the Company’s Memorandum of Association 
which, by virtue of section 28 of the New Act, are treated as provisions of the Company’s Articles of Association from  
1 October 2009. The Company’s Memorandum contains, among other things, the objects clause which sets out the 
scope of the activities that the Company is authorised to undertake. This is drafted to give a wide scope. The New Act 
has significantly reduced the constitutional significance of the Memorandum by providing that a memorandum will record 
only the names of subscribers and the number of shares each subscriber has agreed to take in a company. Under the New 
Act, the objects clause, and all other provisions which are currently contained in the Memorandum, are deemed to be 
contained in the Articles but the Company is allowed to remove these provisions by special resolution. Further the New Act 
states that unless a company’s articles provide otherwise, a company’s objects are unrestricted. This abolishes the need for 
companies to have objects clauses. For this reason, the Company is proposing to remove its objects clause together with all 
other provisions of its Memorandum which, by virtue of the New Act, are to be treated as forming part of the Company’s 
Articles of Association from 1 October 2009.
Notice of Meeting continued
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Notice of Meeting continued
Authorised share capital and unissued shares
 As from 1 October 2009, the New Act has abolished the requirement for a company to have an authorised share capital. 
The proposed changes in the Proposed Articles reflect this. The Directors will still be limited as to the number of shares they 
can allot at any time because the New Act still requires them to have allotment authority, save in respect of employee share 
schemes.
 Authority to purchase own shares, consolidate and sub-divide shares and reduce share capital
 Previously, a company required specific enabling provisions in its articles to purchase its own shares, to consolidate or sub-
divide its shares and to reduce its share capital or other undistributable reserves in addition to the shareholder authority 
given to undertake the relevant action. The articles currently include these enabling provisions. Under the New Act a 
company will only require shareholder authority to do any of these things and it will no longer be necessary for articles to 
contain enabling provisions. Accordingly the relevant enabling provisions have been removed in the Proposed Articles.
 Closure of Share Register
 Since 1 October 2009, companies have no longer been able to close their registers of members for up to 30 days each year. 
The Company proposes to delete this provision in the Proposed Articles to reflect the fact that under the New Act this is 
no longer permitted.
 Provision for employees on cessation of business 
 The New Act provides that the powers of the Directors to make provision from 1 October 2009 for a person employed or 
formerly employed by the Company or any of its subsidiaries in connection with the cessation or transfer to any person of 
the whole or part of the undertaking of the Company or that subsidiary, may only be exercised by the Directors if they are 
so authorised by the Company’s Articles or by the Company in general meeting. The Proposed Articles provide that the 
Directors may exercise this power.
 Voting by proxies on a show of hands
 The Shareholders’ Rights Regulations 2009 have amended the New Act so that it now provides that each proxy appointed 
by a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case 
the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the 
resolution and by one or more members to vote against the resolution. The Proposed Articles contain amended provisions 
that reflect this change.
 Voting by Corporate Representatives
 The Shareholders’ Rights Regulations 2009 have amended the New Act in order to enable multiple representatives 
appointed by the same corporate member to vote in different ways on a show of hands and a poll. The Proposed Articles 
contain amendments which reflect these changes.
 General
 Generally the opportunity has been taken to clarify the Articles and make other minor and technical changes to bring the 
Articles in to line with the New Act.
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London
125 Old Broad Street
London
EC2N 1AR
Tel 020 7614 5900
Fax 020 7614 5901
Birmingham
Arden House
17 Highfield Road
Edgbaston
Birmingham
B15 3DU
Tel 0121 423 8900
Fax 0121 423 8901
Bristol
Broad Quay House
Prince Street
Bristol
BS1 4DJ
Tel 0117 905 8762
Fax 0117 905 8816
www.arden-partners.co.uk
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