Reshaping your company
Annual Report and Accounts 2012 Building the foundations
Ashcourt Rowan is an AIM-listed wealth management 
business that specialises in financial planning and investment 
management for individuals and organisations. With a team 
of over 100 professionally qualified financial advisers and 
investment managers working from 18 offices, the Group 
is one of the biggest and best resourced wealth management 
businesses in the UK.
But the last twelve months has been a time of transformation for the business. 
 n er the lea ershi of  onathan olin the rou has a e onsi erable 
stren th to its senior mana ement team. t has also refo use an re e ne 
its long-term structure and strategy to become a modern, fully integrated 
wealth management business with market leading investment management 
and nancial lanning ca abilities.
The Board believes Ashcourt Rowan is now stronger, more secure and 
better resourced than ever before with the right people and proposition 
in place to take advantage and prosper from the rapidly changing 
business and regulatory environment in which it operates.
Visit us online
www.ashcourtrowan.com Overview Business review Governance Financial statements
 trengthened Board and leadership team
 ull year underlying B T A . million and reverses the rst half loss
 ositive revenue growth year-on-year, up  to . million
 T otal assets under management and in uence . billion on a restated basis
 iscretionary assets under management . billion with positive net ows
 n track cost savings with run rate already reduced by . million per annum
 olid nancial position  no material debt and net tangible assets of . million 
of which . million cash
 igration from revenue to pro t-share-based remuneration completed
Contents
Overview
Company profile  IFC
Financial highlights  01
Our business  02
Report of the Chairman 04
 
Business review
Report of the Chief Executive Officer  08
Financial review 12
Operational review 16
Performance monitoring and review of key risks 20
Governance
Board of Directors 22
Directors’ report 24
Corporate governance  27
Remuneration Committee report  30
Statement of Directors’ responsibilities  32
 
Financial statements
Independent auditors’ report  33
Consolidated income statement  34
Consolidated statement of comprehensive income  35
Consolidated statement of financial position  36
Consolidated statement of changes in equity  37
Consolidated statement of cash flows  38
Notes to the financial statements  39
Company statement of financial position  63
Company statement of changes in equity  64
Company statement of cash flows  65
Notice of Annual General Meeting  70
Officers and professional advisers 73
Highlights – a year of significant change and considerable progress
Financial statistics – continuing operations
31 March
 2012
 i months 
ended 
 eptember 

 arch 

 unds under management and in uence restated from eptember £4.08bn . bn . bn
Revenue £36.40m . m . m
 nderlying B T A ro t before interest, ta , depreciation, amortisation,  
impairments and e ceptional share-based payment costs
†
£0.45m . m . m
 oss before interest, ta , depreciation, amortisation and impairments £(0.82)m . m . m
 oss before ta £(2.32)m . m . m
 continuing operations, post-consolidation (10.4)p . p . p
  ro t before interest, ta , depreciation, amortisation, impairments, share-based payments and e ceptional costs 
  unds nder n uence  restated at eptember  following a detailed review resulting in reducing total  by around  million
 †  ceptional costs include redundancy . million , hange anagement rogramme and other restructuring costs of a non-recurring  
nature . million net of release of accrued provisions and  e ception interim charges . million 
Turn to page 13
for a full review of our KPIs  02    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview
Our business
A true wealth manager
 ombining our e pertise to offer a breadth of advice that delivers 
real results in protecting and growing our clients personal wealth, 
backed up by sound research and analysis.
Our offering
Our approach Our expertise
Thanks to the depth and breadth of e pertise 
within the business, we are in a uni ue position 
of being able to offer true wealth management 
with specialisations in both investment 
management and nancial planning, without 
a weakening in any department. 
We provide:
 omprehensive nancial planning based 
on client needs
 A diverse range of investment 
management services 
 All based on sound research and analysis
 e work in partnership with our clients 
and business partners to guide and 
deliver on nancial decisions Building respectful and valuable 
relationships 
 nderstanding what our clients want
 tructuring nances and investments 
to improve our clients chances of 
achieving what they want
 e couldn t be more passionate about 
improving our clients lives through effective 
 nancial and investment management.
 ur e perience is drawn from over  years 
of service to individuals and families, often 
over a number of generations. e work 
hard to make sure we are able to provide 
our clients access to some of the most 
respected professionals in the industry.
What we do
1 03    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Where we  
operate
 ith over  nancial advisers and 
investment managers covering the 
length and breadth of the  through 
our group of regulated companies, 
our clients bene t from the strength 
of a -wide organisation with 
reassuring access to  local of ces.
 or details of your nearest of ce, please 
visit www.ashcourtrowan.com about-us our-locations.
18 offices
2
W e are now firmly positioned to 
drive significant growth and deliver 
value to shareholders
Our marketplace:
The mass af uent market is growing strongly  there 
are currently more than  million  individuals with 
li uid assets of between , and  million 
it is estimated that this will increase to over  million 
by . ore people than ever will need nancial 
planning and investment advice.
Regulatory landscape
The advent of Retail istribution Review R R continues 
to impact the shape of the wealth management industry 
what is currently a large and fragmented landscape 
is consolidating. nly a few key players, 
including Ashcourt Rowan, have the scale 
and positioning to take advantage of 
the opportunities that this brings.
What’s next for Ashcourt Rowan?
 utting clients at the heart of the business, 
our immediate focus is to ensure that they 
receive the most appropriate service for 
their needs. eriving value from our clients 
will be achieved by redirecting them to the most suitable 
platform for their needs  be it discretionary or advisory.
 n the medium term, we will drive value by seeking 
organic growth opportunities for our nancial planning 
and outsourced investment channels. on-organic 
and consolidation opportunities will be taken where 
they are the right t for the business.
 atamonitor uropean ealth arket atabase 
Find out about our priorities 
for the coming year...
There’s more about our business at 
www.ashcourtrowan.com 04    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview
Report of the Chairman
The year was one of significant 
transformation for the Group. 
 ost notably we have seen the roup complete 
a series of initiatives. e have strengthened our 
management team and re ned our strategy.
Kenneth West, Non-Executive Chairman
 un n er ana ement an in uence n un n er n uence re tate at  e tem er  re ucin un   mi ion
£4.08 billion
 arch 
 arch 
 month en e  e t 
 arch 



 05    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Review in brief 
Revenue for the year was up from 
£35.1 million in 2011 to £36.4 million
Underlying EBITDA profit of 
£0.4 million for the year, reversing 
a trend of deteriorating profitability
An extensive, well-planned and 
executed Change Management 
Programme has been positively 
affecting the performance of 
the Group 
During the period under review, 
we continued to strengthen our 
management team, with a number 
of notable appointments
 am pleased to report the results of your 
 ompany for the twelve months ended 
 arch .
As you will read later in this report, the past 
year, and the last si months in particular, have 
been transformational for Ashcourt Rowan. 
 am delighted to report considerable progress 
in the key areas we set out as targets and 
as positive drivers to providing a rmer 
 nancial footing.
Although  am pleased to report that revenue 
for the year was up from . million in 
 to . million for this nancial year, 
what is most encouraging is the positive 
underlying B T A pro t of . million 
for the year, which reversed a trend of 
deteriorating pro tability during the rst 
half of the nancial year. This performance 
contributed to a reduced operating loss, 
which, after one-off costs and depreciation 
and amortisation, was . million compared 
with . million in .
The roup s loss before ta for continuing 
operations for the year to  arch  
was . million  . million and 
the roup s loss after ta including 
discontinued operations was . million 
 . million . The basic loss per 
share also narrowed, falling from . p 
per share to a . p per share loss in 
the year under review.
These results, whilst clearly short of what 
we are seeking to achieve in the longer term, 
are very encouraging as they arise as a result 
of a great deal of change within the roup. 
 ed by your new hief ecutive, onathan 
 olin, and a high uality management team, 
many of whom are also new to the roup, 
an e tensive, well-planned and e ecuted 
 hange anagement rogramme has been 
positively affecting the performance of the 
 roup and will,  believe, deliver long-term 
bene ts to shareholders, as well as to clients.
As part of this programme, we have also 
been reviewing every aspect of our business 
including our unds nder anagement  
and Advice. ollowing a review of our unds 
 nder n uence , we restated our reported 
assets at our nterim Results in eptember 
as being . billion in total with . billion 
in discretionary and managed assets.  am 
pleased to note that as at  arch , 
 unds nder anagement and in uence 
have increased during the second half of the 
year, from that restated gure, to . billion 
 . billion before restatement 
of which . billion is in discretionary and 
managed assets.  am also pleased to report 
that the roup delivered net in ows in  
of  million despite the pressures of 
implementing a signi cant hange 
 anagement rogramme.
Much of the transformation work 
conducted throughout the Group has 
been to ensure that our clients are at the 
heart of the business. Developments 
with our people, processes and 
propositions are to ensure that we can 
provide the very best service and attract 
the best quality of client in order to drive 
growth. We were delighted when, in 
November of this reporting year, we were 
presented with an “Outstanding” award 
from Investor in Customers (IIC) 
following an assessment of our customer 
service and customer relationships. For 
more information regarding the IIC and 
their assessment methods, please visit 
www.investorincustomers.com. 
Putting clients at the heart of the business
 Understand
 customer needs
Meet customer needs
Delight customers
Create loyalty
Understand  
customer needs
 now your customer
 nderstand needs
 Anticipate needs
 ommunication
Meet customer needs
 roduct uality
 roduct customer match
 ustomer feedback
 asy to do business with
Delight customers
 Treat customers fairly
 Right rst time
 ustomer always right
 ost sales follow through
Create loyalty
 Repeat purchases
 illing to recommend
 uality relationships
 ustomer e perience 06    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview
Report of the Chairman continued
As  stated in the nterim Report in eptember, 
the roup undertook an institutional fundraising 
in ecember  and  am pleased to report 
that we conducted a successful placing of new 
ordinary shares raising . million from e isting 
and new shareholders.  would like to thank 
all shareholders for their continuing support 
and this placing demonstrates their backing 
for the strategic direction of the roup. t also 
ensures that we are well capitalised and able 
to invest in the move to a single integrated 
operating platform and to drive future growth.
 our , onathan olin, has been 
instrumental in setting the strategy and 
driving the change necessary to meet our 
ob ectives. As you will read in his report, 
we set out ve target levers for success 
including focusing on reducing costs, moving 
remuneration from a revenue share to a 
pro t-based remuneration, and achieving 
run-rate pro tability by the year end.  am 
delighted that a signi cant percentage of 
the targets have been achieved  believe all 
will be achieved by the calendar year end.
 e set out to reduce our annualised cost base 
by some . million and, as at  arch , 
we have achieved a reduction in costs of 
 . million with further initiatives that will 
deliver an additional . million. The remainder 
of the costs savings will be dependent on the 
implementation of a single operating platform 
and the integration of the asset management 
companies, avoy and ARA , into a single 
operating unit, a pro ect that is also well on 
track to successful completion.
 uring the period under review, we continued 
to strengthen our management team and, 
following the appointment of onathan olin, 
we welcomed, as roup hief inancial f cer , 
Al o Tagliabue. Al o knows our business 
e tremely well as he advised the Board, as an 
e ternal consultant, on the development of the 
strategy prior to oining us in anuary . 
 n addition, we have been oined by Richard 
 inclair B , as our new hief perating 
 f cer. Richard s distinguished career in the 
army and then latterly as fcom s delivery 
director responsible for the electromagnetic 
spectrum re uired for the ondon  
 lympic ames means he is well suited 
to create, manage and deliver our critical 
 hange anagement rogramme.
As hief ecutive of Ashcourt Rowan inancial 
 lanning, hris illiams has oined us and, 
has instigated a new Board structure for this 
business, to be announced shortly.  am also 
delighted that im Roberts has accepted our 
offer to chair the inancial lanning business. 
 im s e perience as a founder of kandia  
and as head of all investment functions at 
 kandia, coupled with his deep knowledge 
of the advice sector, will be of great bene t 
to this business.
 am e i hte that a i ni cant 
 ercenta e o the tar et have 
 een achieve  e ieve a i 
 e achieve  the ca en ar 
 ear en
 e set out ve target levers for success including focusing 
on reducing costs, moving remuneration from a revenue 
share to a pro t-based remuneration, and achieving run-rate 
pro tability by the year end. 07    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
 hristopher effreys has been appointed 
 hief ecutive of the enlarged Ashcourt 
Rowan Asset anagement business and, 
again, we are putting in place a new Board 
to be announced shortly.  am e ually 
delighted that ugh ard, a newly appointed 
 on- ecutive irector of the roup, has 
accepted our offer to chair the business. 
 ugh s e perience as a former  of 
 nvesco , and the architect of the merger 
between nvesco and erpetual, will be a 
signi cant bene t to the business.
 would also like to welcome avid sfandi 
who has been appointed anaging irector 
of Asset anagement. e brings a wealth 
of e perience from eutsche Bank and 
 oldman achs in rede ning our investment 
proposition. e will be working closely with 
T oni eadows, who has oined the roup 
as hief nvestment f cer . T oni s 
e perience at lose Asset anagement and 
 lose ealth is already paying dividends 
as we roll out our new research product and 
investment proposition across the roup. 
These appointments, in key positions, 
demonstrate our commitment to transforming 
your ompany and the team brings a mi of 
energy, innovation, passion and e ceptional 
skills which will allow us to carry out our 
strategy and to provide a strong and 
growing return to our shareholders.
 e have much to do, but  believe we have 
the management team and nancial structure 
to achieve it. e must also, in the process 
of transforming our business and our culture, 
never forget that we are, as a business, 
de ned by our clients. At the root of all the 
changes, is, fundamentally, the desire to 
provide a better uality of service and to 
attract the best uality of client. The market 
for wealth management is changing and, 
for the client,  believe it is changing for the 
better. The advent of R R and the continuing 
economic uncertainty will inevitably mean 
that only the best wealth managers will 
prosper and  am convinced that Ashcourt 
Rowan will be a signi cant winner and 
consolidator in this e citing sector.
 nce again, however,  would like to 
recognise the levels of commitment, time 
and effort by many people across our 
 roup. t has not been an easy year and 
whenever a company does go through a 
cultural change, there are inevitably ad ustments 
to be made.  therefore thank all our staff for 
their efforts and loyalty and their continuing 
focus on ensuring we grow and prosper. 
 inally,  would like to thank all our new clients 
for asking us to help guide them and for all 
our longer-standing clients for continuing to 
believe in the uality of our advice and services.
Kenneth West
Chairman  
 u 
Revenue
£36.4 million 
+4%
 e mu t never or et that a a 
 u ine e are e ne  our 
c ient t the root o a the chan e 
i un amenta the e ire to rovi e 
a etter ua it o ervice an to 
attract the e t ua it o c ient 08    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Report of the Chief Executive Officer
Building a modern, 
leading, integrated wealth 
management business.
 n transforming our business, we are moving with 
pace, determination and passion.
Jonathan Polin, rou Chie Executive
 n er in E n £0.45 million
 arch 
6 mths ended 
 e t 
 arch 
 6


 oss e ore tax m £(2.32) million
 arch 
6 mths ended 
 e t 
 arch 


 09    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Review in brief 
Achieving a positive underlying 
EBITDA figure of £0.45 million 
for the year provides confidence 
that an increased positive underlying 
EBITDA is achievable in the financial 
year ending 31 March 2013
For a lasting positive impact, we are 
focusing on systems and processes 
but also ensuring a transition in 
our culture
The current environment represents 
a huge opportunity for our Group to 
acquire businesses and over the course 
of the next twelve months we will 
be reviewing options and seeking 
opportunities to make acquisitions 
Focus has been on developing and 
introducing a suitable RDR proposition
Our strategy: A planned approach
 am delighted to be writing this, my rst 
annual hief ecutive s Report for Ashcourt 
Rowan plc. hen  wrote my nterim Report 
in eptember   had been in the post 
for nine weeks. Then,  made a number of 
observations about what was needed to 
transform our business, to make it t for 
advising our clients effectively, t to face 
the changing business and regulatory 
environment and t to provide growing 
returns to shareholders.  am comfortable 
with my initial prognosis but  have also 
found other areas where change is needed. 
 n transforming our business, we have moved 
with pace, determination and passion to create 
a leading integrated wealth management 
business. very aspect of our business has 
either undergone change or is currently 
being changed. or a lasting positive impact, 
we are focusing on systems and processes 
but also ensuring a transition in our culture. 
 am delighted with our achievements, the 
 uality of decisions we have taken, and the 
team we have assembled to drive through 
what is effectively a re-birth of your ompany. 
 believe absolutely in the value of integrating 
investment management and nancial planning 
skills to offer our clients a straightforward but 
comprehensive wealth management solution. 
T o be effective, however , client solutions must 
be built around a central core of strong 
governance and compliance structures 
and supported by an institutionally robust 
methodology and systems. 
 remain focused on the continuing 
transformation of the business and it is 
my aim, therefore, to ensure that your 
 ompany is well-placed, well-resourced and 
has the intellectual capital to become one of 
the leading integrated wealth management 
businesses in the country. 
Achievements and progress 
 am pleased with our achievements driven 
by our hange anagement rogramme 
 . n eptember   outlined ve 
short-term levers for success that we would 
complete by ecember . 
After eight months,  am happy to report the 
following progress against each target lever 
1. Reduce cost base by £5.2 million
 n an annualised basis, we have achieved 
 . million of cost savings with a further 
 . million to feed through in the rst half 
of our  nancial year from initiatives 
being completed. e are ahead of schedule 
in our cost savings and moving to an 
outsourced asset management platform 
in ecember will ensure we will have 
achieved our target.
 eliver cost savings
 lear and sustainable incentive model
 lear pricing model
 ntegrate ARA and avoy
  reate coherent segmented offering with strong 
central research capability
  onversion of e isting  to most suitable platform 
to clients  advisory or discretionary
 ew client ac uisition
  ull ooperative ndependent inancial Advisers A 
client base coverage conversion
 roposition for recruitment of new inancial lanners 
 ntermediary proposition
  ndependent inancial Adviser 
 inancial lanners consolidation
 T eam lift-outs and book ac uisitions
 ergers
Well advanced on Stage 1 activities and progressing growth opportunities 
Integrate Ashcourt Rowan (AR) 
business model and platform 
and maximise value of existing  
book/client base
Focus on organic growth through 
Ashcourt Rowan Financial Planning 
(ARFP) and intermediary channels
Seek non-organic growth and further 
consolidation opportunities proactively
Stage 1
Stage 2 10    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Report of the Chief Executive Officer continued
Achievements and progress 
continued 
2.  Ensure our revenue generators’ 
remuneration moves from a revenue 
share to profit-based remuneration
 e converted our revenue generating 
employees to pro t-based remuneration 
across our Asset anagement and inancial 
 lanning businesses. 
This has been central to establishing pro tability 
and  would like to thank our staff for their 
understanding and acceptance of this 
re uirement and  am indebted to them 
for their loyalty and pragmatism. 
3.  Achieve run-rate profitability  
by 30 March 2012 
The ompany achieved month-on-month 
pro tability in the last uarter of the nancial 
year. Achieving a positive underlying B T A 
 gure of . million for the year under review 
provides con dence that an increased positive 
underlying B T A is achievable in the nancial 
year ending arch . Although for the year 
 there will be signi cant one-off 
costs from our investment in the operating 
platform, as previously outlined, this will 
deliver sustainable long-term pro tability for 
your ompany.  am pleased with the speed 
of this turnaround resulting from our rapid 
and effective actions but stringent cost 
controls will continue to be at the top of 
my management team s agenda. 
 reating the optimum si e of our operation 
resulted in staff redundancies with staff 
numbers reducing from  in eptember to 
 in une . This is always a dif cult and 
painful e ercise, but has been an imperative.
4.  Integration of our FUI on to a wider 
platform and re-pricing our existing 
book of business by March 2014
 ur Advisory perating latform, provided 
by ofunds, is due to go live at the end of 
August , giving our clients, who form 
part of our , choices in how we look after 
them. These cover our full advice service, 
 uiding ite, that allows clients to dip in and 
out of advice as they see as appropriate for 
their needs, and self-directed e ecution-only 
investment offerings. n addition, we have 
launched our R R pricing model and will 
be operating this model for all new business 
from  eptember . e will migrate our 
e isting business to the new pricing model 
over the ne t twelve months. This goes 
further than current R R re uirements but 
the transparency and clarity it demonstrates 
to clients will have its own reward. 
5. Operating platform
Richard will detail in his report our progress 
on the strategic imperative of outsourcing 
our asset management operating platform 
to one specialist provider. This will allow the 
business to concentrate on its core area 
of manufacturing and ensure that our fund 
managers have the modern portfolio tools 
and systems they re uire. n addition it will 
deliver scalability to meet our growth plans 
and the leverage to ensure when ac uisitions 
are made signi cant synergies can be created 
to deliver enhanced shareholder returns. 
Strategy
 ur strategy is simple we will provide a 
straightforward and comprehensive solution 
for all our clients wealth-related re uirements. 
 entral to our proposition is the combination 
of robust institutional uality research and 
investment skills and capabilities, demonstrably 
enhanced by the intellectual capital of the 
 roup. e provide solutions across the high 
net worth, mass af uent and direct-to-consumer 
sectors, but our core market will remain the 
mass af uent sector , the fastest growing sector . 
 e will fully integrate our asset management 
business, merging avoy and Ashcourt Rowan 
Asset anagement ARA under the ARA 
brand. e have been operating these two 
businesses as one since April  and will 
complete the transfer of clients and their assets 
by  ctober . ur  asset managers 
and nancial planners will use the same central 
advice platforms ensuring that the solutions 
and customer e periences are of the same 
high standards regardless of who is looking 
after them. 
By the end of August  we will have our 
advisory operating platform in place that will 
allow our clients the choice of service levels. 
 lients will be able to access our research, 
best advice lists and take advantage of our 
scale pricing. 
 e will introduce a central marketing and 
client ac uisition programme across the roup 
later in the year. n addition, we will review our 
brand and, e amining the manner in which 
our clients wish to interact with the ompany, 
seek improvements and enhancements. 
 have been heartened by the number and 
 uality of people who want to oin us which 
 believe is due to the growing perception of 
Ashcourt Rowan as a robust, well-managed, 
progressive business. here it ts our 
strategy we will add teams across our 
geographic network or indeed open of ces 
in strategic locations where the roup has 
no presence. 
The current environment represents a huge 
opportunity for our roup to ac uire businesses 
and over the course of the ne t twelve months 
we will be reviewing options and seeking 
opportunities to make ac uisitions.
 e provide solutions across the high net worth, mass af uent 
and direct-to-consumer sectors, but our core market will 
remain the mass af uent sector, the fastest growing sector. 11    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Key market opportunities
 believe wealth management to be the most 
e citing and interesting sub-sector within 
 nancial services. Regulatory demands can 
only be met by those with strong balance 
sheets and a real desire to change outmoded, 
unacceptable working practices. This 
undoubtedly will lead to continuing 
consolidation in the market. 
 nly by underpinning personal service with 
institutional levels of infrastructure and support 
will we ensure that clients are getting the 
most suitable advice backed up by strong 
governance and robust intellectual capital. 
 cale leads to more effective pricing and the 
ability to achieve signi cant cost reductions 
from providers which can be passed on to 
the client. or too long this sector has been 
full of sub-scale, life-style businesses but 
the market is changing.
 ey to securing a growing share of this market 
is to have multiple entry points for clients and 
to give different client types alternative ways 
of engaging.  do not believe that you can 
offer good holistic planning advice without 
also having the means to create robust 
investment solutions.  see the most successful 
scale players in this sector developing both 
disciplines to satisfy client needs. 
The opportunity for a business with the right 
model to create signi cant shareholder value 
is considerable and we are in one of the few 
areas in this sector, and across the wider 
economy, where there are real opportunities 
for signi cant double digit returns.
Asset management business update
 ur asset management business had a 
successful year in , consolidating 
on  overall revenues but with a 
greater proportion of management fees 
and recurring revenues. uring the year 
we had net in ows of  million, with 
stronger performance during the second 
half of the year with  increasing by 
 million from . billion at the end 
of eptember to . billion at the end 
of arch. Total gross ows during the 
year stood at  million.
At the end of this reporting period we started 
managing the avoy and ARA operations 
as a single business under the ARA banner. 
 nce the process of transferring clients and 
their assets to ARA is complete, avoy will 
cease to be actively operated and will be 
de-regulated.
 am delighted that hristopher effreys 
has accepted my offer to become the hief 
 ecutive of the enlarged ARA business. 
 e have put in place a new Board and 
 am e ually delighted that ugh ard, a 
 on- ecutive irector of the roup, has 
accepted my offer to chair the business. 
 n addition, in ebruary Toni eadows 
 oined as hief nvestment f cer  
for the roup. avid sfandi, whom  am 
pleased to welcome, will be hristopher 
 effreys deputy and is working closely 
with T oni on our investment proposition. 
 e are actively growing our asset management 
business and are in talks with a number of 
managers to oin us. The new vibrant, product 
offering we have to offer is gaining attention 
across the industry.
As outlined above we are currently in the 
process of selecting a third party retail 
operating platform for our asset management 
business, delivering modern tools for our 
managers, greater scalability and reliability 
of our investment management administration. 
 e aim to start our transition to the new 
platform in the autumn and to complete the 
process by the end of this nancial year.
 ur asset management business has a new 
purpose and direction and is challenging 
our competitors successfully both in our 
ac uisition of direct clients but also by being 
the outsourced investment solution of choice 
for a number of As.
Financial planning business
 ur nancial planning business has 
undergone fundamental change over the 
second half of the period. verall, it has 
been a successful year for this division and 
 am pleased by the improvements made to 
our client proposition and our readiness for 
R R. The roup will have over  of our 
advisers through the level  uali cation 
threshold by the end of August. e will 
be rolling out our R R proposition to clients 
and operating within an R R environment 
form  eptember this year. Revenues are 
up against  from . million to 
 . million, a growth of  year-on-year.
The focus has been on developing and 
introducing a suitable R R proposition, 
developing our platform, re-training our 
advisers and developing robust and 
sustainable processes to ensure suitability 
of our advice.
As part of my review of the roup governance 
structure,  am delighted that hris illiams 
has accepted my offer to become hief 
 ecutive of Ashcourt Rowan inancial 
 lanning, and we have instigated a new 
Board structure for this business.  am also 
delighted that im Roberts has accepted 
my offer to chair the business. 
The ne t few years will be challenging times 
for the advice sector in the  following the 
implementation of R R.  believe that we 
are e tremely well-placed to navigate these 
challenges. e have completed the intellectual 
challenge of developing a robust strategy, 
we have the uality of advisers able to adapt 
and have trained and prepared well. ur 
shareholders can be reassured that we are 
in the best possible position to succeed.
Jonathan Polin 
 rou Chie Executive 
6 u  12    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Financial review
The Group is committed to 
growing shareholder value. 
 ur progress provides very strong foundations 
to develop our growth strategy, both organically 
and non-organically.
 l o agliabue, rou Chie inancia cer
 arch
 
 eptember
 
 March
 2012 
%
 iscretionary and managed advisory 39
 on-managed advisory 8
 ecution only 4
 unds under in uence 48
Assets Under Management breakdown (continuing operations) 13    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Review in brief 
We have delivered a positive underlying 
EBITDA figure of £0.4 million, 
reversing a first half declining trend 
Our aggressive cost reduction plans 
are on track to meet or exceed our 
target of £5.2 million
The Group’s total funds under 
management and influence stood 
at £4.1 billion at 31 March 2012
At 31 March 2012, the Group had 
net assets of £48.5 million including 
total cash balances of £9.1 million 
 
The inancial Review review should be read in con unction 
with the nancial statements and the notes thereto set out 
on pages  to .
Key performance indicators
As has been stated earlier, the second half 
of the year under review has been one of 
considerable change which, although still 
a work in progress, has demonstrated 
signi cant bene ts to the roup, both 
 nancially and structurally.
 ritical to the success to date has been 
the clear focus on the ve short-term levers 
for success and then the creation and 
management of a clearly de ned hange 
 anagement rogramme . As a result 
of the successful placing in ecember , 
the business is in a solid nancial position 
from which to build a roup able to build 
and deliver value to shareholders.
 e have seen revenue increase to 
 . million and, importantly, we have 
seen a positive, underlying B T A gure 
 of . million which has reversed a rst 
half declining trend. n addition, our aggressive 
cost reduction plans are on track to meet or 
e ceed our target of . million in annualised 
run-rate savings during .
These are pleasing milestones in a process 
that has started e ceptionally well but still 
has some distance to go. n support of the 
strategy and the continuing implementation 
of the , we are committed to ensuring 
that cost savings in particular are maintained 
and that all areas of our business continue 
to adhere to the mantra of cost control 
and careful management.
 ur progress, especially in the second half 
of this year, provides very solid foundations 
to develop our growth strategy, both organically 
and non-organically, and ultimately deliver 
attractive returns to our shareholders. 
Revenue
 am pleased to report that the roup s 
revenue for the year to  arch  grew 
to . million  . million in respect 
of continuing operations. The roup derives 
its revenue from provision of nancial and 
investment management services to private 
individuals and institutions.
Revenue m nder in E m £36.40 million £0.45 million
 arch 
 arch 
6 mths ended 
 arch 
6 mths ended 
 e t 
 arch ota 
 6
 6

 unds under mana ement and in uence n iscretionar and mana ed advisor  n  und nder n uence restated at e tem er  
reducin unds   mi ion
£4.08 billion £1.62 billion
 arch  arch 
 arch  arch 
6 mths ended 
 e t 
6 mths ended 
 e t 
 arch  arch 
 6
 6 66
 6
 6 E continuin o erations ost-conso idation 
(10.4)p
 arch 
6 mths ended 
 e t 
 arch 


 6
 oss e ore tax m £(2.32) million
 arch 
6 mths ended 
 e t 
 arch 


 14    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Financial review continued
Profitability
The roup achieved positive underlying 
 B T A pro t before interest, ta , depreciation 
and amortisation and one-off costs of 
 . million for the year to  arch , 
reversing a trend of deteriorating pro tability 
during the rst three- uarters of the nancial 
year. The full year positive underlying B T A 
result compares with a loss of . million 
for the si months to eptember , a 
result arising from a combination of stronger 
activity, positive funds under management 
in ows in combination with the cost reduction 
programme which is starting to reduce the 
cost base.
This is a key metric for shareholders and 
management as it shows the immediate 
bene ts of our approach, both to cost 
savings in general but also to restructuring 
the business and focusing on revenue 
initiatives, and is an indication of the business 
as being more effectively and ef ciently 
managed. t is testimony to a well-thought 
out and well-e ecuted set of priorities and 
processes  a philosophy that we intend to 
maintain in future years.
After one-off costs . million, primarily 
restructuring costs and hange anagement 
 rogramme  investment , depreciation 
and amortisation the roup s operating 
loss from continuing operations for the 
year to  arch  was . million 
 . million . 
The roup s loss before ta for continuing 
operations for the year to  arch  
was . million  . million . This 
loss is after an impairment charge of nil 
 arch  . million on the goodwill 
and other intangible assets of the roup.
The roup s loss after ta including 
discontinued operations was . million 
 . million .
The basic loss per share including discontinued 
operations for the year to  arch  
was . p  . p , while the basic 
loss per share for continuing operations for 
the period was . p  . p . 
Funds under management and advice
The roup s total funds under management 
and in uence stood at . billion at 
 arch , of which . billion was 
discretionary and managed advisory assets.
A comprehensive review of the unds nder 
 n uence  resulted in a restatement 
announced with the nterim Results at 
 eptember . After the restatement, 
reported assets at  eptember  
were . billion in total and . billion 
in discretionary and managed assets. 
 unds under management and in uence 
at  arch  were . billion 
 before restatement .
 n the si months since the restatement of 
assets at the end of eptember  total 
funds under management and in uence 
grew by  million, or , and discretionary 
and managed advisory assets grew by 
 million, or .
 igni cant progress is being made in better 
understanding, analysing and segmenting 
our e isting client base. This effort is critical 
to support new initiatives and delivering the 
right investment and service proposition to 
clients at the right price. 
 he rou is e ca ita ised 
and that in com ination ith the 
 ro ress on the cost e cienc 
 ro rammin a o s us to more 
con dent invest to su ort 
the move to a sin e inte rated 
o eratin at orm and to drive 
 uture ro th igni cant progress is being made in better understanding, 
analysing and segmenting our e isting client base. 15    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Capital structure and funding
The roup is pleased to report that it 
conducted a successful placing of new 
ordinary shares in ecember  raising 
 . million from e isting and new shareholders. 
The placing is a testament of shareholders 
support for the strategic direction of the 
 roup and ensures that the roup is well 
capitalised and able to invest to support the 
move to a single integrated operating 
platform and to drive future growth.
 n  ecember , the ompany initiated 
a consolidation of e isting ordinary shares 
of . into new ordinary shares of . . 
 very  e isting ordinary shares held by 
shareholders were consolidated into one 
new ordinary share of . . ollowing the 
consolidation the roup s share capital 
at  arch  comprised , , 
 arch  , , , shares 
of . ordinary shares of . each 
issued and fully paid for cash.
At  arch , the roup had net assets 
of . million including total cash balances 
of . million. Total cash in ow for the year 
was . million, with an operating cash 
out ow of . million after e ceptional 
and  e penditure before movement 
in working capital .
The total regulatory capital re uirement 
across the roup s regulated entities at 
 arch  was . million with a 
capital resource surplus across all regulated 
entities of . million and a cash balance 
of . million outside of regulated entities.
Cost saving and efficiency programme
 uring the course of the nancial year the 
 roup has embarked on a cost reduction 
programme designed to support the roup s 
return to pro tability, strengthen its resilience 
for changing market conditions and ensure 
the roup can con dently continue to invest 
in its critical .
The target ob ective for the cost saving 
programme was to deliver . million 
in annualised cost savings. At the beginning 
of April  we had completed initiatives 
delivering annualised cost savings of 
 . million with further initiatives being 
completed that will deliver a further . million 
in annualised savings during the rst half 
of our ne t nancial year . 
The key components in cost savings 
achieved or being completed are as follows headcount reduction c. of total
 nancial planning and investment 
manager incentive model restructuring 
 of total
 purchasing and others  and
 premises rationalisation .
 art of the remainder of the planned cost 
savings is dependent on successful 
implementation of a single operating 
platform and the integration of the asset 
management companies avoy and ARA 
and we are con dent we will be able to meet 
and e ceed the planned cost savings before 
the end of the  nancial year.
The progress on the cost ef ciency 
programme allows the roup to more 
con dently invest in strengthening our research and central 
investment capability selective recruitment and ac uisition of 
investment management and nancial 
planning teams and
 providing robust, scalable 
operating platforms, for advisory 
and investment management.
 l o agliabue  
 rou Chie inancia cer  
6 u 
  2011/12 hange Asset management . 26.6 —
 inancial planning . 12.5
 ension administration . 0.7
 ntra-group ad ustment . (3.3) —
 otal . 36.4 iscrepancy between total and subtotal due to rounding
Revenue by type (m) 16    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Operational review
Our Change Management 
Programme will continue 
to effect lasting change. 
The aim is nothing less than a long-term cultural 
change to ensure growth and pro tability.
Richard Sinclair MBE, rou Chie eratin cer
Cost e ciencies m £5.2 million
 denti ed and ein com eted
 chieved re ected in ri  run-rate ar et cost e ciencies


 17    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Review in brief 
The CMP will be a major factor in 
ensuring the future success of our 
revenue generation across the Group
We have also created a powerful 
research centre to provide 
high-calibre investment advice
We are also nearing completion 
of the migration of our data into 
a secure virtual cloud
We have simultaneously reduced 
the number of suppliers and 
improved supplier management
Key priorities going forward
Managing the transformation 
of our business 
 n our s Report, onathan clearly 
articulated our strategy and it is my role to 
help deliver it.  lead a hange anagement 
 rogramme which will continue to effect a 
fundamental and lasting change in how we 
manage our business the processes that 
underpin the roup s activities and the 
robustness of how we advise, report and 
communicate. The aim is nothing less than 
a long-term cultural change to ensure 
continued growth and pro tability.
 n my arrival, it uickly become apparent, 
having reviewed earlier planned pro ects, 
that delivery of the ve levers re uired 
a remodelled comprehensive hange 
 anagement rogramme . This is 
a plan of work to address our underpinning 
 T needs simplify our operations support 
and establish controls and governance at 
the heart of our business. The  will be 
a ma or factor in ensuring the future success 
of our revenue generation across the roup.
 hilst not technically in scope of the , 
its continued success relies on re-energising 
the intrinsic support of our core functions 
the effectiveness of our facilities our 
procurement processes and, most 
importantly, developing our people into 
effective agents of change , principally 
through our invigorated communications 
activities. These initiatives are therefore 
very closely tracked and reported below. 
 am proud to report that the  is well 
advanced. t continues to gain in tempo. 
 t has delivered on a signi cant percentage 
of its ob ectives. e have recruited a great 
team of specialist delivery staff, using a 
tightly costed resource plan. e operate 
under the close and rigorous control of a 
focused  teering roup, which also 
includes the roup ,  and ro ect 
 irectors. ually important to the continued 
success is the signi cant time, eal and 
e pertise committed by all of our senior staff 
and employees, who are on the march to 
achieve this transformation. e have also 
invested in good advice, guidance and auditing 
e pertise from rnst  oung. This has been 
focused on R R, the operating model and 
controls and governance programme, and 
has further reduced our integration risk, 
whilst providing a handrail to best practice. 
Financial planning
 ithin our nancial planning business, the 
ob ective is to offer clients the most suitable 
products and levels of service, tailored to their 
re uirements. e have identi ed and appointed 
the market-leading advisory operating platform 
provider, ofunds, to deliver improved choice. 
This platform will enable clients to manage 
all their nancial assets in one place, in a 
fully R R compliant manner. 
 ingle operating platform to unlock further savings
 Target B T A margin aligned to peer group by full year 
 Aim to achieve pro table and positive underlying cash ow generation from base line budget
 hange anagement rogramme investment to be covered by e isting and generated free 
cash resources
 aintain cost discipline to achieve run-rate cost savings of . million
 ofunds outsourced advisory platform live at the end of August 
 oving to fully compliant R R model by eptember 
 Book consolidation and selective recruitment opportunities 
 igration from revenue to pro t-share-based remuneration completed 18    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Operational review continued
Financial planning continued
 n target to launch the platform at the end 
of August , we have commenced the 
training processes on it for all our advisers. 
This initiative has been reinforced by investment 
in centralised support systems, ensuring 
clients suitability for investments. ther 
supporting initiatives include incorporation 
of specialist advice on R R, development 
of associated suitability tools and delivery 
of a centralised para-planning team. 
Asset management
The development of a single asset 
management business is proceeding well. 
The integration of avoy and ARA is managed 
by a dedicated and e perienced team, to 
ensure this comple task is delivered to plan 
and on time. e have been, de facto, operating 
these two businesses as one since April  
and propose to transfer our avoy clients 
assets into ARA by  ctober . 
 lients will receive new T erms of Business 
and ee chedules  all of which are assured 
as R R compliant. e have also created 
a powerful research centre to provide 
high-calibre investment advice. But, most 
importantly, integration is the catalyst for 
a streamlined, consistent, lower cost and 
more ef cient service. 
 ery e citingly, the impending con rmation 
of our new operating platform solution will 
signal the beginning of the implementation 
of a new asset management operating 
model. This model will provide our clients 
with a consistent and robust system of 
institutional standard to support their needs. 
 t will also provide a centralised process of 
ensuring that our investment managers can 
access and provide the same high uality 
information and investment service to clients, 
wherever they are physically or metaphorically 
in the investment process. The system 
will underpin a customer relationship 
management platform, which is under 
development, to support prospecting and 
service delivery. The model will enable 
clients to view all their investments via a 
single web portal. 
The operating model development has been 
conducted by a disciplined, thorough analysis 
and evaluation of our needs and a rigorous 
selection of the possible providers that had 
the horsepower to deliver such a powerful 
system. hilst we will remain considered 
throughout, we have set a demanding pace 
with our delivery schedule and e pect to go 
live on the new operating platform for new 
business by the end of , with most 
e isting clients being migrated from legacy 
systems in .
Controls and governance
 n the current economic environment, and 
within the forthcoming R R framework, we 
have a huge opportunity to differentiate our 
offering by placing controls, compliance 
and governance at the centre of our change 
agenda. e have focused heavily on ensuring 
our systems and approach to this area not 
only meet all future demands but e ceed 
them. The outputs of the ontrols and 
 overnance ro ect are constantly feeding 
the designs of other pro ects. e have again 
been working closely with rnst  oung 
who have reviewed all our proposals to ensure 
we deliver best practice in this critical activity.
Operations restructure
 n anticipation of the products of the 
 , and in keeping with our approach 
of centralising systems whilst upgrading 
our service offering to clients, the core 
 perations team has e amined all of 
their activity. e have implemented some 
fundamental changes to the way we work 
and how we support our clients and investment 
professionals. e have created a centrally 
operated model to support our nancial 
planning advisers and corporate teams, 
whilst we continue planning to create a re ned 
middle of ce function that will support the 
entire roup. This will be nessed over the 
ne t si months. t is my strongly held belief 
that these ef ciencies will not only bene t 
clients but also will increase capacity for our 
advisers to seek new business.
 t is m stron he d e ie that the 
e ciencies that e have deve o ed 
over the eriod in revie com ined 
 ith those anned or the uture i 
not on ene t c ients ut i a so 
increase ca acit or our advisers 
to see ne usiness e have a huge opportunity to differentiate our offering 
by placing controls, compliance and governance at the 
centre of our change agenda. 19    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
ICT
 n arrival,  also e amined the state of our 
 T estate. arlier ac uisitions had not been 
fully integrated and the previous lack of a 
consistent T approach had led to the growth 
of an inef cient and out-dated infrastructure 
backbone. iven the underpinning relationship 
 T plays to the outputs of the , as well 
as business as usual, remedial action on 
our T has been a key deliverable. e have 
consolidated and cut the number of servers 
in half, making the system easier to manage, 
reducing costs and our environmental impact. 
 e have consolidated our data storage and 
disaster recovery sites into two bespoke 
 evel  sites. e are also nearing completion 
of the migration of our data into a secure 
virtual cloud. This has had a pleasing impact 
on administration, availability, costs and 
security. e have also launched a central 
helpdesk facility. The addition of highly 
skilled staff will improve the T migration 
towards a technology enabled business, 
commensurate with the omnipresent and 
voracious information demands of our 
clients and staff alike.
Communications
 n any comple pro ect such as the , 
ensuring that all the staff understand the 
ob ectives, the bene ts to them and their 
clients, as well as what they need to do to 
contribute, is crucial to success. ur internal 
communications initiatives have therefore 
featured strongly. e created and produced 
two all-staff roadshows, where uestions 
were encouraged and information e changed. 
 e delivered a series of away days for sub ect 
matter e perts and we sponsored local 
workshops to help inform and educate staff. 
 e have increased our communication 
capabilities by installing an ntranet to publish 
news of planned changes. The  created 
an Advisory ouncil to help inform his decision 
making and to collectively resolve key issues 
as they arise. The feedback suggests that 
our dedicated staff is better empowered 
than ever to produce the fundamental 
change we must deliver together.
 ually, our e ternal communications have 
a ma or role to play. Re ecting our approach 
to centralising many of the key operational 
activities, we are creating a central 
communications function to help us present 
a consistent Ashcourt Rowan message. 
 e are planning improvements in both 
traditional and digital media, to support the 
ac uisition of new clients and to communicate 
with e isting clients and other stakeholders 
on the improvements we have delivered.
Costs and procurement
 e have taken the cost saving agenda to 
heart and contributed signi cantly to the 
 roup s cost reduction targets, whilst also 
funding accelerated delivery of key initiatives 
by prioritising spend and targeting waste. 
The ob ective has been to save costs but 
also to improve how we present ourselves 
to clients and prospective talented new 
employees. e have delivered short-term 
focused and incentivised cost reduction 
programmes. amples include targeting 
information system costs, developing new 
procurement processes and inhibiting inef cient 
local purchasing. e are amalgamating 
three of ces in the orth est into a new 
 anchester of ce. e have refurbished the 
client areas within the ueen ictoria treet 
of ce in ondon, consolidated our two 
Bournemouth of ces into one and closed 
two other of ces. e have simultaneously 
reduced the number of suppliers and 
improved supplier management, creating 
a smaller number of key partners. These 
are not ust in-year cost initiatives. They 
will develop into continuing ef ciencies 
in the medium and future terms.
Outlook
 e have achieved a great deal this year and 
the  has been highly effective in helping 
the roup operate its ve levers for success. 
The underlying ob ective is to improve the 
services we provide to clients and to attract 
new clients, whilst providing a platform for 
e pansion. oon, we will have one operating 
model for an integrated asset management 
business that can easily integrate larger 
in ows of assets. ur nancial planning 
business will soon have further tools to 
support clients investment ob ectives, 
including the delivery of our own advisory 
platform. The supporting T will be run from 
stable secure data centres, with the highest 
speci cation disaster recovery systems in 
place. This will help to provide clients and 
investment professionals with a wide-ranging 
and consistent Ashcourt Rowan service that 
will be available, very nearly, at all hours.
 inally,  would like to mention the ore 
 unctions, perations and  teams 
for their e ceptional work, long hours and 
dedication in helping to move the roup 
forward so uickly. hilst there is plenty 
more to be done, the progress noted within 
this report is testimony to their effort and 
commitment  thank you.
Richard Sinclair
 rou Chie eratin cer
6 u 
T otal headcount
 ull time 
e uivalent
 April 

 ctober 

March
 2012
March
 2012
Revenue generators 108 107
 upport and others 233 223
 otal 341 330
 ncludes pro ect temporary resources
Headcount 20    Ashcourt Rowan plc Annual Report and Accounts 2012
Business review
Performance monitoring and review of key risks
Key performance indicators
 istorically the roup has used a number of 
 nancial performance measures to monitor 
its achievements throughout the year. These 
 nancial key performance indicators s 
which were used for the period under review 
are measured and reported to management 
on a monthly basis. These include amongst 
others consolidated and segmental full s, 
aged debt position, cash and capital position 
overall and against regulatory re uirements 
and movements in funds under management 
and in uence. 
 n addition, other performance indicators used 
by the roup to monitor its activities in the 
year under review include levels of new client business investment performance levels of dealing activity staff training re uirements compliance and regulatory issues and
 client satisfaction.
The roup has started a comprehensive 
review of its management information and 
 s to ensure it continues to enhance its 
ability to monitor its activity and to support 
decision making. 
A business plan and budgets are prepared 
for the roup each year and progress against 
these are monitored throughout the year by 
the Board.
Risk management
The roup has reviewed its risk management 
framework in order to ensure that it meets the 
business needs and regulatory re uirements 
of the new economic environment that has now 
developed. There is a roup Risk ommittee 
which has terms of reference and whose 
activities are summarised within the orporate 
 overnance section of this report. The principal 
risks that face the roup are described below.
Financial risks
The principal nancial risks that the roup 
faces together with the policies and procedures 
for the monitoring and management of those 
risks are set out in ote  to the consolidated 
 nancial statements.
Non-financial risks
Global economic conditions
The roup s businesses are sub ect to inherent 
risks arising from general and sector speci c 
economic conditions in the global markets 
in which they operate. nfavourable 
developments, such as the ongoing 
dif culties in the nancial sector and slow 
or negative economic growth rates, have 
already adversely affected the roup s 
 nancial performance and could continue 
to cause its pro tability to decline.
 ver the ma ority of the past four years, the 
global economy and the global nancial system 
have been e periencing a period of signi cant 
turbulence and uncertainty and in particular 
there has been disruption of the nancial 
markets around the world and related problems 
at many large global and  commercial 
banks, investment banks, asset and fund 
managers, insurance companies and other 
 nancial and related institutions.
A general economic deterioration in the  
and or other ma or economies, including, 
but not limited to, business and consumer 
con dence, unemployment trends, the state 
of the housing market, the commercial real 
estate sector, e uity markets, bond markets, 
foreign e change markets, counterparty risk, 
in ation, the availability and cost of credit, 
lower transaction volumes in key markets, 
the li uidity of the global nancial markets 
and market interest rates, could reduce the 
level of demand for, and supply of, the 
 roup s products and services.
 hile not possible for the roup to control 
global economic conditions it mitigates 
the risk through review of its strategy and 
importantly of its services and cost base.
Key employees
The success of the roup depends upon 
the support and e perience of its employees 
and, in particular, senior management and 
fund managers. The loss of key employees 
from the roup could have a material adverse 
effect on its results or operations, nancial 
condition, performance or prospects. 
The future success of the roup will depend 
upon its ability to attract and retain highly skilled 
and uali ed personnel. The failure to attract 
or retain suf cient numbers of personnel could 
seriously impede the roup s nancial plans 
and other ob ectives and ultimately lead to 
a reduction in funds under management.
The roup mitigates the employee risk through 
a combination of pro t driven incentive structures 
for key revenue generators, developing staff 
internally, fostering an attractive working 
environment and looking at effective models 
to attract new advisers and asset managers 
to e pand its revenue base.
Client relationships
 hould certain key clients elect to reduce or 
li uidate their investments managed by the 
 roup, this would lead to a material impact 
on the nancial performance of the roup. 
The risk is mitigated through diversi cation 
 with no single client or relationship currently 
accounting for a signi cant proportion of the 
 roup revenue base  and through continued 
emphasis on service delivery to clients.
Financial regulations
The roup s operations are sub ect to nancial 
regulations in each of the urisdictions in which 
it operates. The roup conducts its businesses 
sub ect to ongoing regulation and associated 
regulatory risks, including the effects of changes 
in the laws, regulations, policies, voluntary 
codes of practice and interpretations in the 
 and the other markets where it operates. 
The roup is sub ect to the risks inherent in 
all regulated nancial businesses of having 
insuf cient resources to meet the minimum 
regulatory capital re uirements. n addition, 
these minimum regulatory re uirements 
may increase in the future. uture changes 
in regulatory, scal or other policies are 
unpredictable and beyond the control of 
the roup. Alterations to the regulatory 
re uirements in any other urisdiction may 
adversely affect the roup s performance. 
 n addition, any breach of relevant regulatory 
re uirements may result in regulatory sanction. 
The roup is e posed to various forms of legal 
and regulatory risk including the risk of acting 
in breach of legal or regulatory principles or 
re uirements, any of which could have a 
negative impact on its results and or its 
relations with its clients.
As part of its  the roup has put speci c 
emphasis on a control and governance stream 
to ensure our controls are robust and our model 
is compliant and futureproof, in particular with 
reference to changes following the introduction 
of R R. urthermore the roup management 
strongly believes in the virtues of a proactive, 
transparent and collaborative engagement 
with the regulators to mitigate risk and adapt 
to future re uirements in a changing industry.
Political or economic instability
 olitical or economic instability, terrorist acts, 
other acts of war or hostility, natural disasters, 
geopolitical, pandemic or other such events 
and responses to those acts events may 
create economic and political uncertainties, 
which could have a negative impact on 
 and international economic conditions 
generally and more speci cally on the business 
and results of the roup in ways that cannot 
necessarily be predicted.
 hile dif cult to mitigate the risk overall, 
the roup maintains business continuity 
and disaster recovery plans. 21    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Market counterparties
The roup may from time to time have 
e posure to market counterparties whose 
creditworthiness or perceived creditworthiness 
is deteriorating as a conse uence of 
deterioration of the value of underlying assets. 
Although the roup tries to limit and manage 
direct e posure to market counterparties, 
indirect e posure may e ist through other 
 nancial arrangements. The roup may 
also be e posed to the credit risk of the 
counterparties with respect to payments 
under derivative instruments. ailure by 
counterparty to make payments due under 
a derivative instrument may reduce the roup s 
income and adversely affect its results.
The risk is mitigated through review of 
key counterparties and selection and 
due diligence on new counterparties.
Asset classes losing appeal
The roup manages investments in a range 
of asset classes including  and ontinental 
 uropean e uities and ed interest. et in ows 
into the roup s investment funds are, in part, 
determined by the relative attractiveness to 
investors of the different asset classes that it 
manages. n the event of a prolonged period 
of weak investment performance from an asset 
class as a whole or if a particular asset class 
goes out of favour with investors for any other 
reason, there may be reduced sales and or 
increased redemptions from speci c funds 
represented by that asset class or relevant 
institutional mandates may be withdrawn, 
either of which could have a material adverse 
effect on the roup s business, growth 
prospects, sales, results of operations and or 
 nancial condition.
The roup does not specialise in a single 
asset class. The risk is mitigated through 
ability to invest in a range of traditional and 
alternative asset classes and investment in 
funds investing across a wide range of assets.
Pressure on margins caused by competition 
and changes to distribution channels
The roup competes with global, national 
and local asset management companies 
including banks and other nancial services 
companies. f the market environment becomes 
more competitive or there are changes to the 
 roup s distribution channels, there may 
be increased pressure on revenue margins. 
A failure by the roup to compete effectively 
in this environment may result in the loss of 
e isting clients and their business, each of 
which could have a material adverse effect on 
the roup s business, growth prospects, sales, 
results of operations and or nancial condition.
The risk is mitigated by direct access to clients, 
minimising its value chain compression risk. 
 ltimately the risk is mitigated through uality 
of service together with ef cient and cost 
effective delivery.
Loss of business reputation or negative publicity
The roup is vulnerable to adverse market 
perception since it operates in an industry 
where integrity and customer trust and 
con dence are paramount. n addition, 
any negative publicity whether well founded 
or not associated with the business or 
operations of the roup could result in a loss 
of clients and or mandates by the roup. 
Accordingly, any mismanagement, fraud 
or failure to satisfy duciary responsibilities, 
or the negative publicity resulting from such 
activities or any allegation of such activities, 
could have a material adverse effect on the 
 roup s business, growth prospects, sales, 
results of operations and or nancial condition.
The risk is mitigated through strong 
governance, monitoring and controls. The 
system and operating platform compliance 
and monitoring support elements are an 
important component in the roup selection 
of its operating platform partners.
Exposure to litigation
Because of the e tent and comple ity of the 
regulatory environment in which the roup 
operates and the types of products and 
services that it offers, many aspects of the 
 roup s business are e posed to the 
substantial risks of litigation. f any litigation 
is brought in the future against any member 
of the roup, it could have a material 
adverse affect on the roup s business 
growth prospects, sales, and results of 
operations and or nancial condition.
The roup s insurance may not necessarily 
cover all or any of the claims that clients or 
others may bring against the roup or may 
not be ade uate to protect it against all 
liability in respect of a claim or claims.
Loss of business continuity
The roup s business operations, 
information systems and processes are 
vulnerable to damage or interruption from 
 res, oods, chemical spillage, power loss, 
telecommunication failures, bomb threats, 
e plosions or other forms or terrorist activity 
and other natural and man-made disasters. 
These systems may also be sub ect to 
sabotage, vandalism, theft and similar 
misconduct. The same is true of third party 
providers on which the roup depends. 
The roup s core businesses have in place 
disaster recovery plans covering current 
business re uirements. The Board understands 
that key suppliers of administration, information 
technology services and other back of ce 
functions have disaster recovery plans and 
business continuity plans. f, however, the 
disaster recovery plans of the roup or key 
suppliers are found to be inade uate there 
could be an adverse impact on the roup s 
business, growth prospects, sales, results 
of operations and or nancial condition.
Inadequacy of systems and controls
The roup s nancial and management 
controls have been reviewed and updated 
due to changes to the roup s funds under 
management, its target market and legal 
and regulatory re uirements affecting 
the roup. Any disruption in the further 
development of these systems or processes, 
or issues that emerge in relation to their 
implementation, may result in additional 
costs and may negatively impact the roup s 
ability to e ecute its strategy and to analyse 
in a timely and ef cient manner its nancial 
and other business information, and may 
ultimately have a material adverse effect on 
the roup business, growth prospects, sales 
results of operations and or nancial condition.
The roup s ability to maintain nancial 
controls and provide a high uality service 
to customers depends, in part, on the ef cient 
and uninterrupted operation of its management 
information systems, including its computer 
systems. Any damage to, or failure of, its 
management information systems could result 
in interruptions to the roup s nancial controls 
and customer service. uch interruptions could 
have a material adverse effect on the roup s 
business, growth prospects, sales, results 
of operations and or nancial condition.
 urther strengthening of overall systems, 
governance and controls is central to the 
 initiated during the nancial year.
Acquisition risk
The roup has undertaken a signi cant 
number of ac uisitions in the past with 
eleven ac uisitions having been completed 
since eptember  when Ashcourt Rowan 
was admitted to A . ailure to carry out 
suf cient due diligence, ineffective warranties 
and cultural mismatch of new employees 
could result in anticipated value to the roup 
not being achieved.
The roup is primarily focusing on building 
on its e isting client base, growing organically 
and ensuring it has a robust platform to 
integrate previous ac uisitions but also 
providing a strong and controlled framework 
to integrate future ac uisition. 22    Ashcourt Rowan plc Annual Report and Accounts 2012
Governance
Board of Directors
From left to right
Jim Roberts, Kenneth West, Steve Haines, Jonathan Polin, Alfio Tagliabue, Richard Sinclair. 23    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Kenneth West
Non-Executive Chairman
After serving as an army of cer he spent 
 years with Reuters, the nancial services 
information group, latterly as anaging irector 
of the iddle ast and Africa. e now runs 
the investment advisory group, enneth 
 est Associates, and has successfully 
developed a number of companies with 
international trading interests in urope, 
the iddle ast and the nited tates 
in the high technology, natural resources 
and service sectors. enneth also serves 
as an adviser to certain A traded nance 
and investment companies. e became a 
 on- ecutive irector in arch  and 
was appointed hairman in August . 
 enneth is also hairman of Ashcourt Rowan s 
Remuneration ommittee. e is also chairman 
of the remuneration committee loss ad usting 
company, AB Robins oldings  imited 
and the A listed telecoms company, 
 orcon lc.
Jonathan Polin
Group Chief Executive Officer
As roup hief ecutive, onathan olin is 
responsible to the Board for the development 
and delivery of the roup trategy. 
 onathan oined the ompany on  eptember 
 having previously been sales and 
marketing director at gnis Asset anagement. 
 uring onathan s time at gnis he was 
responsible for building their third party 
business in nstitutional, holesale and 
Retail markets in the , urope, Asia and 
the . e was also the architect of the 
highly successful oint venture strategy. 
 onathan was on the Board of gnis, each 
of the oint venture businesses and offshore 
companies. e began his nancial services 
career with rudential in , having spent 
the previous twelve years in the Army. 
 n  onathan took up the position of 
managing director , uropean and iddle 
 astern ales at Aberdeen Asset anagement. 
 uring his tenure he moved Aberdeen into 
the o slot in the  retail market and built 
the distribution businesses in urope and 
the iddle ast.
Alfio T agliabue
Group Chief Financial Officer
Al o is the roup hief inancial f cer, 
responsible for the nance function and 
strategic planning across the roup.
Al o oined the roup in anuary  having 
spent the previous twelve years as a board 
level consultant to the investment and wealth 
management industry, advising on strategy, 
corporate development, corporate transactions, 
strategic and nancial planning and operational 
and organisational issues. 
 rior to that, from  to  Al o was 
an engagement director at ars  o, an 
international strategy consultancy, advising 
 lobal clients at board level on a wide range 
of strategic pro ects. e started his career 
in ondon in  with rost  ullivan, 
a sector analysis consultancy. An talian 
national, Al o holds a irst lass degree 
in Accounting, conomics and Business 
Administration from Bocconi niversity.
Richard Sinclair MBE
Group Chief Operating Officer
Richard inclair oined Ashcourt Rowan in 
 anuary  as roup hief perations 
 f cer. reviously, he was in telecoms as 
 fcom s elivery irector, responsible for 
the electromagnetic spectrum re uired for 
the ondon  ames. e was also a 
member of their perations Board, eadership 
 teering roup, and a mentor to developing 
leaders. e is a ellow of the hartered 
 nstitute of ogistics and Transport.
 arlier, Richard had an e citing career in the 
British Army, beginning with a commission 
into the cots uards and included operations 
in the iddle ast and entral Asia. e was 
decorated with an B in . e has a 
 c from ran eld niversity an A, with 
merit, from ings ollege ondon and an 
 onours degree in mmunology, from 
 lasgow niversity.
Steve Haines
Non-Executive Director
 teve oined the ompany in August , 
having worked in the asset management 
sector at wyer since . A uali ed 
accountant, he had previously spent 
 years in the property and residential 
development industry, holding a range 
of board positions, re ecting general 
management, operational and nancial 
responsibilities. e is a member of the 
 hartered nstitute of anagement 
Accountants, teve brings a detailed 
knowledge of business infrastructure and 
control systems alongside his broad 
commercial e perience. teve is hairman 
of Ashcourt Rowan s Audit ommittee.
James Roberts
Non-Executive Director
 im Roberts is a uali ed Actuary and has 
nearly  years e perience in the life insurance 
industry. e spent  years at kandia roup 
including positions as Appointed Actuary, 
 inance irector and, from  to , 
 roup nvestment irector. e has substantial 
e perience of investment management and 
in particular the retail investment market.  
 e is currently a non-e ecutive director of 
 arasin  artners , which operates a broad 
range of institutional, charity, private client 
and retail products, and  Advantage, 
a mutual life assurance company specialising 
in the annuity market. e is an adviser to 
 imply Bi , a broker service provider and 
also chairman of the investment committees 
of erbatim nvestment anagement and 
 nsynergy nvestment anagement. 24    Ashcourt Rowan plc Annual Report and Accounts 2012
Governance
Directors’ report
The irectors present their report and the audited nancial statements for the year ended  arch . 
Principal activities
The principal activity of the roup is that of providing wealth management and investment management services to a diverse range 
of private clients, charities, trusts and institutions.
The hairman s Report, the  Report, the inance Review, perations Report and the Business Review on pages  to  provide 
a review of the roup s activities during the year, including a consideration of key performance indicators and risk management policies. 
The  Report also provides details of some of the roup s planned future developments.
Results and dividends
The results of the roup for the year are set out on page  and show a loss after ta of . million  . million . o dividends 
have been paid or proposed.
Capital structure
The ompany s share capital is comprised of one class of ordinary shares of . each. At  arch , , , shares were 
in issue  , , , shares of . . The shares carry no rights to ed income and each share carries the right to one vote 
at general meetings. All shares are fully paid. 
There are no speci c restrictions within the ompany s Articles of Association or emorandum on the si e of a shareholding or on the 
transfer of shares which are both covered by the provisions of the Articles of Association and prevailing legislation. owever, the ompany 
is an owner of certain  inancial ervices Authority regulated companies and, as such, there is a re uirement upon controlling 
shareholders to seek permission from the inancial ervices Authority for holdings of  or more of the ompany s share capital.
 oting rights of shares held by the trustees of the ompany s hare ncentive lan  are not e ercised unless the trustee is directed 
to vote by the employee  participant. 
Regarding the appointment and replacement of irectors, the ompany is governed by the ompany s Articles of Association, the 
 ompanies Acts and related legislation. Amendment of the Articles of Association re uires a pecial Resolution of shareholders.
Directors and their interests
The irectors at the date of this report are listed on page  and their biographies are provided on pages  and . 
The irectors who served during the year were enneth est 
 ark heshire resigned  August 
 eter ew resigned  uly 
 eil ale resigned  ecember 
 eremy Rance resigned  ecember 
Ranil erera resigned  April 
 onathan olin  appointed  eptember 
 tephen aines appointed  August 
Al o Tagliabue appointed  anuary  
 ames Roberts appointed  anuary 
Richard inclair appointed  April 
The bene cial interests of the irectors in the shares, share options and long-term incentives of Ashcourt Rowan plc at  arch  were 
Ashcourt Rowan plc
– ordinary shares of £0.20p
Bene cial 
holdings at
31 March 2012
Bene cial 
holdings at
 arch 
 onathan olin 200,000 —
 enneth est 42,000 —
Ranil erera 5,000 —
 etails of options held by the irectors in the ompany as at  arch  are set out below 
 arch

 ption
e ercise  
price
 ate from  
which e ercisable piry date
Kenneth West
 napproved post-consolidation , ecember   ecember 
 ther than the above, no irector had any interest in the shares of the ompany or any other roup company at  arch .  25    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Corporate and social responsibility
The roup is committed to conducting its business in a socially responsible manner and to respect the needs of employees, investors, 
customers, suppliers, regulators and other stakeholders. The roup is also committed to being a responsible employer and to promoting 
values, standards and policies designed to assist our employees in their conduct, working and business relationships.
Communications
 mployee communications are key and always a challenge for companies with multiple sites and of ces. The roup s new management 
structures, with dedicated regional and area management, have facilitated communication and the roup now has an e perienced 
 ommunications anager and ommunications team. n addition to regular email updates, a monthly management brie ng is disseminated 
via all managers through team meetings. lans are also underway to introduce regular webinars and interviews with senior management.
Environment
The most signi cant impact on the environment resulting from the roup s activities is the emission of greenhouse gases as a result 
of running the roup s of ces, associated travel and the recycling of waste. The roup is committed to minimising the amount of travel 
that its employees undertake and to recycling as much of the roup s waste as possible.
Employees
As at  arch , the ompany employed  people  arch   people , including two ecutive and four on- ecutive irectors. 
The roup s subsidiary companies employed a total of  persons as of  arch   arch   people . The roup as a whole 
employed  people as of  arch   arch   people . n a full time e uivalent basis at  arch  the roup s 
subsidiaries employed a total of  T s total roup T s .
 verall for the roup staff costs and incentives were . of revenue during the year  .
 e need to plan carefully for the success and future growth of our business. ey to this strategy is our ability to recruit and retain high 
 uality staff. Reward structures were reviewed during the year, and further work is being carried out to develop additional long-term 
incentive schemes.
All our managers are fully focused on developing their staff as a key element in the growth of the business. urrently our main focus 
is to ensure that all our staff affected by the Retail istribution Review R R gain all the additional formal uali cations and learning 
re uired and have made very good progress towards this.
Employee involvement 
The roup recognises the value of communication with employees at all levels, particularly as its of ces are located across the . 
 arious cross-company committees are formed for a variety of pro ects and visits to the various of ce locations are encouraged.
The Advisory ouncil established by the new roup  during the nancial year brings together staff representatives as an additional 
forum to foster two-way communication between the roup, its enior anagement and its staff.
Equal opportunities and dignity at work
The roup is an e ual opportunities employer and is committed to e ual opportunities in its employment and recruitment practices. 
The roup s ual pportunities and ignity at ork olicy ensures that no potential or e isting employee or worker receives less 
favourable treatment than another on the grounds of their age, se , gender reassignment, pregnancy, maternity, race which includes 
colour, nationality, and ethnic or national origins , se ual orientation, religion or belief, or if someone is married or is in a civil partnership. 
The ual pportunities and ignity at ork olicy applies to all workers and the roup also aims to encourage co-operation from 
consultants, contractors, suppliers and others engaged by the roup.
Health and safety
The roup has a health and safety policy which is also approved by the subsidiary boards and owned by the subsidiary hief ecutive 
 f cers. owever, all managers have a responsibility to ensure that a healthy and safe working environment is in place for all employees. 
As the employees work in of ce environments, there are no signi cant areas of risk on which to report.
Supplier payment policy
The roup s policy concerning the payment of its trade creditors is to pay on the basis of the agreed terms established with each supplier, 
providing that all terms and conditions have been complied with and in accordance with the roup s nancial control procedures.
The roup s average credit period e pressed as creditor days during the year ended  arch  was  days   days . 
Charitable and political contributions
 o charitable or political donations were made during the period. 26    Ashcourt Rowan plc Annual Report and Accounts 2012
Governance
Directors’ report continued
Substantial shareholdings
At  arch , the issued share capital of the ompany was , , ordinary shares of . each  pre-consolidation , , , 
of . each and the following noti cation of shareholdings had been noti ed to the ompany as holding  or more of the ompany s 
share capital ame of holder o of shares of total
 odi ne Trust , , .
A ctagon td , , .
 a alera orporation , , .
Artemis nvestment anagement , , .
 enderson , , .
 estrel artners , , .
Al Bateen nvestment ompany , , .
 B A ondon , , .
 itigroup lobal arkets , , .
 an ecurities nc , , .
Financial instruments and risk management
The risk management ob ectives and policies of the roup are set out in ote  to the consolidated nancial statements.
Directors’ qualifying third party indemnity provisions
The roup has made ualifying third party indemnity provisions in favour of the irectors against liability in respect of proceedings 
brought by third parties and these remain in force as at the date of this irectors Report.
Reduction in share premium account
 n  ebruary  the ompany was granted an order by the igh ourt of ustice con rming the approval for the ompany to reduce 
the amount of the share premium account by  million.
 n accordance with the rder, the amount of the share premium account so reduced and has been credited as a distributable reserve 
which will be able to be applied in any manner in which the ompany s pro ts available for distribution are able to be applied.
Annual General Meeting
 otice of the Annual eneral eeting is set out on pages  and .
 t is anticipated that all irectors, including the hairman of the Audit, Remuneration and Risk ommittees, will be at the Annual eneral 
 eeting and available to answer uestions.
 n accordance with the ompany s Articles of Association, Al o Tagliabue, ames Roberts and Richard inclair being appointed since 
the last Annual eneral eeting stand down at this year s Annual eneral eeting and being eligible offer themselves for re-election. 
 enneth est retires by rotation and being eligible offers himself for re-election.
 hareholders will see that they are also being asked to consider and if thought t, pass one rdinary Resolution and one pecial Resolution 
regarding the allotment and purchase of shares.
A further pecial Resolution is being proposed to allow the ompany to purchase up to  of the ompany s issued ordinary shares 
in the market.
 ach of the above authorities will e pire at the Annual eneral eeting of the ompany to be held in  or  months from the date 
of the resolution whichever is earlier .
Disclosure of information to auditors
The irectors who held of ce at the date of approval of this irectors Report con rm that, so far as they are each aware, there is no relevant audit 
information of which the ompany s auditors are unaware and each irector has taken all the steps that he she ought to have taken as a irector 
to make himself herself aware of any relevant audit information and to establish that the ompany s auditors are aware of that information.
Auditors
B  were appointed as auditors during the year and a resolution to re-appoint them under section  of the ompanies Act  
will be proposed at the ne t Annual eneral eeting.
By order of the Board 
Al o agliabue
Company Secretary
6 July 2012 27    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Corporate governance
As an A uoted company, compliance with the inancial Reporting ouncil s  orporate overnance ode the ode is not mandatory. 
 owever, the Board is committed to maintaining appropriate standards of corporate governance and has adopted a comply or e plain 
approach as has been recommended within the  edition of the ode and the  update. 
Statement of compliance
The Board considers that given the si e and nature of its activities it does not intend to comply with the ode in respect of certain items 
listed below. This is considered by the Board to be reasonable and does not compromise the overall principles of corporate governance 
which the Board strongly supports The Remuneration ommittee, in deciding on remuneration at its annual review, takes into account the performance of the roup as a whole 
and that of the individual irectors. owever, the nature of this performance evaluation is not speci ed in the Annual Report ode A. . .
 here the Board permits the ecutive irectors to serve in roles with other companies, as long as they do not compromise the individual s 
ability to perform those services to the roup, the earnings from such roles are not disclosed to the Board nor paid to the roup ode B. . .
 The Board has not created a ominations ommittee ode B. . and B. . as it believes that with the current number of irectors 
being relatively small, the full Board should be included in the process for making Board appointments. The recommendations within 
the ode regarding the appointment of new irectors to the Board ode B. . , B. . and B. . are complied with by the Board.
 hareholders have not previously been invited to speci cally approve all new long-term incentive schemes and signi cant changes 
to e isting schemes ode . . .
The Board considers that the remuneration of ecutive irectors should include a performance related element which is almost entirely 
based on the award of ong Term ncentive lan shares or other share-based incentives as recommended by the Remuneration ommittee 
and details are set out in the irectors Report on page  and in the Remuneration ommittee Report on pages  to .
Board of Directors
The Board of irectors has overall responsibility for the roup.
The Board comprises a on- ecutive hairman hairman , a roup hief ecutive, three on- ecutive irectors one retired with 
effect from  April  and two further ecutive irectors. The hairman has share options in the ompany as disclosed on page  and 
also receive fees as on- ecutive irector as disclosed on page . The Board is satis ed that it has an appropriate mi of independence 
and e perience in its on- ecutive irectors but is aware that it may be necessary in the near future to seek to appoint an additional 
 on- ecutive irector to provide certain specialist knowledge and e perience. The roles of hairman and hief ecutive are intended 
to remain separate.
The hairman provides strategic and operational guidance bringing to bear his e tensive e perience of the fund management industry. 
 e also oversees the duties performed by the roup hief ecutive and ensures that they are in line with Board e pectations. The roup 
 hief ecutive manages the day-to-day running and strategic direction of the ompany in line with policy decisions given by the Board 
and shareholder e pectations.
The Board retains full control of the roup with day-to-day operational control delegated by the Board to the ecutive irectors. The full 
Board meets bi-monthly and on any other occasions it considers necessary. uring the year there were  meetings of the Board of which 
seven full Board meetings, si meetings of the Remuneration ommittee, eight meetings of the Audit ommittee and seven meetings of 
the roup Risk ommittee. All full meetings were fully attended by their constituent irectors.
The enior ndependent irector is enneth est. The Board considers that enneth est and ames Roberts were independent for the 
purposes of the ode. ith regards to enneth est, he was an ecutive irector of the ompany until arch  and was awarded 
share options over ordinary shares in the ompany as a result of this role, as disclosed on page  of this Annual Report. owever the 
Board has concluded that the very low monetary value of this award means that this award does not impact upon enneth est s 
independence. opies of the terms and conditions of the appointment of on- ecutive irectors are available from the of ce of the 
 roup hief ecutive f cer at  ueen ictoria treet, ondon  TR. 
The Board is responsible for approving interim and annual nancial statements, formulating and monitoring roup strategy, approving 
 nancial plans and reviewing performance, as well as complying with legal, regulatory and corporate governance matters. There is a 
schedule of matters reserved for the Board.
Ashcourt Rowan is committed to the training and development of all staff to ensure professional standards are maintained and enhanced. 
All irectors are re uired to dedicate a certain number of hours to their own development and to keep them up to date with Ashcourt Rowan 
speci c issues and industry, market and regulatory changes.  28    Ashcourt Rowan plc Annual Report and Accounts 2012
Governance
Corporate governance continued
Committees of the Board
The Board has three e isting standing committees, the Risk ommittee, Audit ommittee and the Remuneration ommittee. The Audit and 
Remuneration ommittees have written terms of reference, which were last reviewed in une  and approved by the Board. The Risk 
 ommittee was formed more recently and its terms of reference were reviewed and adopted by the Board on  eptember . embership 
of the committees is set out below. opies of the terms of reference for all three committees are available from the of ce of the roup hief 
 ecutive f cer at  ueen ictoria treet, ondon  TR and are set out in the roup s website at www.ashcourtrowan.com. 
Remuneration Committee
The Remuneration ommittee met formally si times to discuss remuneration and bonus arrangements. The Remuneration ommittee s 
report is set out on pages  to .
The Remuneration ommittee s mandate is to assist the irectors in ful lling their oversight responsibilities with respect to developing 
compensation and human resource policies and developing and assessing e ecutive management compensation, development and 
succession. The ommittee is chaired by enneth est and comprises teve aines and onathan olin roup  both appointed 
on  eptember .
Audit Committee
The Audit ommittee was established on  une  and meets at least twice a year. teve aines is the hairman of the Audit ommittee. 
 ther members of the Audit ommittee are enneth est previously hairman of the committee , onathan olin. Al o Tagliabue and 
 im Roberts were appointed to the ommittee after the end of the nancial year. uring the nancial year the Audit ommittee met formally 
on eight occasions.
The Audit ommittee s mandate is to assist the irectors in ful lling their responsibilities with respect to the ompany s nancial statements 
and other nancial information re uired to be disclosed by the ompany to the public, the ompany s compliance with legal and regulatory 
re uirements, and the performance of the ompany s e ternal auditors. n addition the Audit ommittee has oversight responsibility for 
the roup s nternal Audit function, which is supported by e ternal specialist auditors, ingston mith onsulting . The Audit ommittee 
meets as re uired and speci cally to review the nterim Report and Annual Report and to consider the suitability and monitor the effectiveness 
of the internal control processes. The Audit ommittee reviews the ndings of the e ternal auditors and reviews accounting policies and 
material accounting udgements.
The independence of the auditors is considered by the Audit ommittee. The Audit ommittee with no ecutive irector present meets 
at least once per nancial year with the auditors to discuss independence and ob ectivity, the Annual Report, any issues arising, internal 
control processes and any other appropriate matters. As well as providing audit related services the auditors also provide ta ation and 
other professional advice. The fees in respect of audit and other services are disclosed in ote  to the roup s nancial statements. 
 ees for non-audit services paid to the auditors are not deemed to be of such signi cance to them as to impair their independence 
and therefore the Audit ommittee considers that the ob ectivity and independence of the auditors is safeguarded.
Internal audit
The Board is responsible for establishing and maintaining the roup s system of internal control and for reviewing its effectiveness. 
The system of internal control is designed to manage, rather than eliminate, the risk of failure of the achievement of business ob ectives 
and procedures and can only provide reasonable but not absolute assurance against material misstatement or loss. The Audit ommittee 
continues to monitor and review the effectiveness of the system of internal control and report to the Board when appropriate with 
recommendations. uring the nancial year ended  arch  the Audit ommittee recommended, and the Board accepted, that 
an internal audit function be created. n order to e pedite the creation of such a function the roup has employed a third party consultant 
to assist the Board in the creation of the internal audit function and to carry out a number of reviews. This arrangement has continued with 
the internal audit work being carried out by the third party consultancy rm, reporting its ndings to the Audit ommittee. The responses 
of the Audit ommittee to the reports submitted to date have been varied, depending upon the ndings reported. 
The main features of the roup s internal control are outlined below a control environment e ists through the close management of the business by the ecutive irectors and senior management. The roup 
has a de ned organisational structure with delineated approval limits. ontrols are implemented by the ecutive irectors and monitored 
by the Risk ommittee and nternal Audit the Board has a schedule of matters e pressly reserved for its consideration and the schedule includes ac uisitions and disposals, ma or 
capital pro ects, treasury and risk management policies and approval of budgets the roup utilises a detailed budgeting and forecasting process. etailed budgets are prepared annually by each subsidiary company, 
business unit and function before submission to the Board for approval. orecasts are updated to re ect changes in the business and 
are monitored by the Board including cash ow and pro ections. Actual results are monitored against annual budgets in detail on a 
monthly basis, with variances highlighted for the Board nancial risks are identi ed and evaluated for each ma or transaction for consideration by the Board and senior management and
 standard nancial control procedures operate throughout the roup to ensure that the assets of the roup are safeguarded and that 
proper accounting records are maintained. 29    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Risk Committee
The Risk ommittee was established on  uly  and met formally seven times during the nancial year. ames Roberts is the hairman 
of the roup Risk ommittee having taken over from Ranil erera on  ebruary . The other participants in the roup Risk ommittee 
are onathan olin, roup  Al o Tagliabue, roup hief inancial f cer Richard inclair, roup hief perating f cer ark mith, 
 roup ead of ompliance and hristopher effreys, irector of Asset anagement and  of avoy. 
The Risk ommittee s mandate is to assist the irectors with identifying all actual and potential material risks to which the roup s 
businesses are e posed and to assess whether reported risks fall within the tolerance of the roup as determined by the roup s 
risks and governance policies. 
Conflicts of interest
A irector has a duty under the ompanies Act  the Act to avoid a situation where he or she has, or can have, a direct or indirect 
interest that con icts or possibly may con ict with the ompany s interests. The Act allows the Board to authorise a irector s con ict or 
potential con ict of interest where the Articles of Association contain a provision to this effect and also allows the Articles of Association 
to contain other provisions for dealing with irectors con icts of interest to avoid a breach of duty. hareholders approved the necessary 
changes to the ompany s Articles of Association at the Annual eneral eeting on  eptember .
A register of actual or potential con icts noti ed and authorised is reviewed and maintained regularly by the Board.
Relationship with shareholders
The ompany places great emphasis on the importance of regular communication with shareholders. The roup s website has undergone 
e tensive review over the last year and we will continually review this important method of roup information dissemination. The roup s 
websites will be kept up to date covering all corporate activity. The ompany welcomes all shareholders to its Annual eneral eeting 
with the opportunity to ask uestions formally at the meeting or more informally afterwards. n addition the hairman, roup hief ecutive 
 f cer and roup hief inancial f cer have met directly with a variety of e isting ma or shareholders during the course of the year 
under review in order to ensure that the Board as a whole has a well developed understanding of the views of its ma or shareholders 
about the roup. The Board also takes into consideration the views of its advisers, through whom a number of shareholders are also 
encouraged to provide feedback.
The roup reports formally to shareholders in its nterim Report and Annual Report setting out details of its activities. n addition the 
 roup keeps shareholders informed of events and progress through the issue of regulatory news in accordance with the A Rules of the 
 ondon tock change. n addition the roup issues trade orientated press releases in order to ensure that customers and suppliers are 
kept informed of relevant activities by Ashcourt Rowan and its subsidiary companies.
 here possible the Annual Report is made available to shareholders at least  working days before the Annual eneral eeting. irectors 
are re uired to attend Annual eneral eetings of the ompany unless unable to do so for personal reasons or due to pressing commercial 
commitments. hareholders are provided with the opportunity to vote on each separate resolution. The ompany counts all pro y votes 
and will indicate the level of pro ies lodged for each resolution.
Going concern
As disclosed under ote  to the nancial statements on page  the roup nancial statements have been prepared on a going concern 
basis as the irectors have a reasonable e pectation that the roup has ade uate resources to continue operational e istence for the 
foreseeable future.
Directors’ qualifying third party indemnity provisions
The roup has made ualifying third party indemnity provisions in favour of the irectors against liability in respect of proceedings 
brought by third parties and these remain in force as at the date of this irectors Report. 30    Ashcourt Rowan plc Annual Report and Accounts 2012
Governance
Remuneration Committee report
Composition and terms of reference
The roup s Remuneration ommittee was established on  une  and is comprised of the on- ecutive hairman, enneth est, 
 teve aines and onathan olin, the roup . The ommittee is chaired by enneth est. 
The purpose of the Remuneration ommittee is to ensure that the ecutive irectors and other senior ecutives are fairly rewarded 
for their individual contribution to the overall performance of the ompany. The ommittee considers and recommends to the Board the 
remuneration of the ecutive irectors and is kept informed of the remuneration packages of senior staff and invited to comment on them.
The Board retains responsibility for overall remuneration policy. The Remuneration ommittee operates within agreed terms of reference. 
Policy on Executive Directors’ remuneration
 ecutive remuneration packages are designed to attract and retain e ecutives of the necessary skill and calibre to run the ompany 
successfully but avoiding paying more than is necessary. The Remuneration ommittee recommends to the Board remuneration packages 
by reference to individual performance and uses the knowledge and e perience of the on- ecutive irectors. The Remuneration 
 ommittee has responsibility for recommending any long-term incentive schemes.
The Board determines whether or not ecutive irectors are permitted to serve in roles with other companies. uch permission is only 
granted where a role is on a strictly limited basis, where there are no con icts of interest or competing activities and providing there is 
not an adverse impact on the commitments re uired to the roup. 
There are potentially ve main elements of the remuneration package for ecutive irectors and senior employees.
(i) Basic salaries and benefits in kind
Basic salaries are recommended to the Board by the Remuneration ommittee, taking into account the performance of the individual 
and the rates for similar positions in comparable companies. Bene ts in kind include death in service insurance, permanent health 
insurance and private medical insurance. Bene ts in kind are not pensionable.
(ii)  Share Incentive Plan
Ashcourt Rowan operates an authorised roup share incentive plan for employees, whereby the roup will match the number of shares 
ac uired by the employee under the scheme up to a ma imum of , per annum. These matching shares vest after three years.
(iii) Discretionary bonus
The roup operates a discretionary bonus scheme and awards were made to employees in line with the roup igh erformance ulture 
Review ystem. n parallel to the discretionary bonus scheme, operating subsidiaries of the roup had during the nancial year formulaic 
bonus schemes in place for revenue generating staff based on sharing in a proportion of revenues, contribution or funds under management.
(iv) Long-term incentive plan (LTIP)
The ma imum number of shares available to be awarded under the plan is limited to  of the issued share capital of the ompany 
over the life of the plan. The awards are also conditional upon the achievement of individual targets by the employee.
The T is overseen by the Remuneration ommittee which recommends to the Board the individual grant of shares to senior management 
and ecutive irectors and the uantity of the awards for other employees of the roup, all based on roup and personal performance 
targets and specifying the terms under which eligible individuals may be invited to participate. 
 o new awards under the T were made during the nancial year ended  arch .
 hares awarded in previous years under the T were deferred for up to three years from the date of award. ach award has individually 
set performance criteria attached which must be met before the deferred shares vest. The T awards made to irectors are disclosed 
on page  of this report.
(v) Pensions
The roup pays a de ned contribution to the pension scheme of ecutive irectors and employees or may offer a cash alternative 
in particular cases. The individual pension schemes are private and their assets are held separately from those of the roup.
 alaries and bene ts were reviewed between arch and une  to cover the year from  April  to  arch  and in 
 une  to cover the year from  April  to  arch . uture reviews will continue to be on an annual basis.
Service contracts
 ecutive irectors are employed under service contracts re uiring a ma imum of twelve months notice by either party. The on- ecutive 
 hairman, enneth est, and the on- ecutive irectors, ames Roberts and teve aines, receive payments under appointment letters 
which are terminable by up to twelve months notice from either party. 31    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Policy on Non-Executive Directors’ remuneration
The hairman and the on- ecutive irectors each receive a fee for their services. The fee is approved by the Board, mindful of 
the time commitment and responsibilities of their roles and of current market rates for comparable organisations and appointments. 
The on- ecutive irectors and the hairman are reimbursed for travelling and other minor e penses incurred.
The emoluments of the individual irectors who served during the year were as follows alary
or fees
 ompensation 
for loss
of of ce
 Bene ts
in kind
 hare-
based
payments
 ension
 otal
£
Executive Directors
 olin , — , — , ,
A Tagliabue
§
 , ——— ,
R inclair ——————
 Rance resigned  ecember  , , — , ,
 heshire resigned  August , , , —— ,
 ale resigned  ecember , — , — , ,
Non-Executive Directors
 ew resigned  uly , ———— ,
R erera
†
 resigned from  April , ———— ,
 est
††
 , ———— ,
 aines , ———— ,
 Roberts , ———— ,
 otal 933,974 324,702 4,294 — 43,928 1,306,898
  or period to resignation from the Ashcourt Rowan plc Board of irectors  
  or period from appointment to Ashcourt Rowan plc Board  
 
†
 The fees for Ranil erera were paid to Regulation and Risk imited 
 
††
 The fees for enneth est were paid to ernshaw evelopment roup imited 
 
§
  or period from appointment to Ashcourt Rowan plc Board on  anuary . uring the year prior to his employment with the roup and appointment as a irector Al o T agliabue provided 
consulting services to the roup for which fees were paid to atalsys imited
 n addition to their emoluments, irectors received reimbursement for e penses directly incurred on roup business.
 ension contributions are in respect of de ned contribution arrangements.
Kenneth West 
Chairman of the Remuneration Committee
6 July 2012 32    Ashcourt Rowan plc Annual Report and Accounts 2012
Governance
in respect of the Directors’ report and the financial statements
Statement of Directors’ responsibilities
The irectors are responsible for preparing the Annual Report and the nancial statements in accordance with applicable law and regulations. 
 ompany law re uires the irectors to prepare nancial statements for each nancial year. nder that law the irectors have elected 
to prepare the roup and ompany nancial statements in accordance with nternational inancial Reporting tandards R s as 
adopted by the uropean nion. nder company law the irectors must not approve the nancial statements unless they are satis ed 
that they give a true and fair view of the state of affairs of the roup and ompany and of the pro t or loss of the roup for that period. 
The irectors are also re uired to prepare nancial statements in accordance with the rules of the ondon tock change for companies 
trading securities on the Alternative nvestment arket. 
 n preparing these nancial statements, the irectors are re uired to select suitable accounting policies and then apply them consistently make udgements and accounting estimates that are reasonable and prudent state whether they have been prepared in accordance with R s as adopted by the uropean nion, sub ect to any material departures 
disclosed and e plained in the nancial statements and
 prepare the nancial statements on the going concern basis unless it is inappropriate to presume that the ompany will continue in business.
The irectors are responsible for keeping ade uate accounting records that are suf cient to show and e plain the ompany s transactions 
and disclose with reasonable accuracy at any time the nancial position of the ompany and enable them to ensure that the nancial 
statements comply with the re uirements of the ompanies Act . They are also responsible for safeguarding the assets of the 
 ompany and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The irectors are responsible for ensuring the Annual Report and the nancial statements are made available on a website. inancial 
statements are published on the ompany s website in accordance with legislation in the nited ingdom governing the preparation 
and dissemination of nancial statements, which may vary from legislation in other urisdictions. The maintenance and integrity of 
the ompany s website is the responsibility of the irectors. The irectors responsibility also e tends to the ongoing integrity of the 
 nancial statements contained therein. 33    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
to the members of Ashcourt Rowan plc
Independent auditors’ report
 e have audited the nancial statements of Ashcourt Rowan lc for the year ended  arch  which comprise the consolidated 
income statement, the consolidated statement of comprehensive income, the consolidated and company statements of nancial position, 
the consolidated and company statements of changes in e uity, the consolidated and company statements of cash ow and the related 
notes. The nancial reporting framework that has been applied in their preparation is applicable law and nternational inancial Reporting 
 tandards R s as adopted by the uropean nion and, as regards the parent company nancial statements, as applied in accordance 
with the provisions of the ompanies Act . 
This report is made solely to the company s members, as a body, in accordance with hapter  of art  of the ompanies Act . 
 ur audit work has been undertaken so that we might state to the company s members those matters we are re uired to state to them in 
an auditor s report and for no other purpose. To the fullest e tent 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 e plained more fully in the statement of irectors responsibilities, the irectors are responsible for the preparation of the nancial 
statements and for being satis ed that they give a true and fair view. ur responsibility is to audit and e press an opinion on the nancial 
statements in accordance with applicable law and nternational tandards on Auditing  and reland . Those standards re uire us to 
comply with the Auditing ractices Board s A B s thical tandards for Auditors. 
Scope of the audit of the financial statements
A description of the scope of an audit of nancial statements is provided on the A B s website at www.frc.org.uk apb scope private.cfm. 
Opinion on financial statements
 n our opinion 
 the nancial statements give a true and fair view of the state of the roup s and the parent company s affairs as at  arch  and of 
the roup s loss for the year then ended the roup nancial statements have been properly prepared in accordance with R s as adopted by the uropean nion the parent company nancial statements have been properly prepared in accordance with R s as adopted by the uropean nion and 
as applied in accordance with the provisions of the ompanies Act  and
 the nancial statements have been prepared in accordance with the re uirements of the ompanies Act .
Opinion on other matters prescribed by the Companies Act 2006
 n our opinion the information given in the irectors report for the nancial year for which the nancial statements are prepared is consistent 
with the nancial statements. 
Matters on which we are required to report by exception
 e have nothing to report in respect of the following matters where the ompanies Act  re uires us to report to you if, in our opinion ade uate accounting records have not been kept by the parent company, or returns ade uate for our audit have not been received from 
branches not visited by us or
 the parent company nancial statements are not in agreement with the accounting records and returns or
 certain disclosures of irectors remuneration speci ed by law are not made or
 we have not received all the information and e planations we re uire for our audit.
Neil Fung-On (senior statutory auditor) 
For and on behalf of BDO P, statutory auditor
London
United Kingdom
6 July 2012
B  is a limited liability partnership registered in ngland and ales with registered number . 34    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
Consolidated income statement
for the year ended 31 March 2012
 ote
2012
£’000s

 s
Continuing operations
Revenue 36,397 ,
 ost of sales (15,819) ,
 ross pro t 20,578 ,
 ther administrative e penses (20,133) ,
 oodwill amortisation — ,
Amortisation and depreciation (1,445) ,
 hare-based payments (95)
 ceptional costs (1,265) ,
 otal administrative expenses (22,938) ,
 oss from operations (2,360) ,
 inance income 32
 ther gains and losses 26
 inance costs (18)
 oss before tax (2,320) ,
Ta ation , 138
 oss for the year from continuing operations (2,182) ,
 oss for the year from discontinued operations, net of tax (422) ,
 oss for the year attributable to the e uity holders of the parent (2,604) ,
 oss per share – continuing operations
Post share consolidation 
Basic (10.39)p . p
 iluted (10.39)p . p
 oss per share – total operations
 ost share consolidation
Basic (12.39)p . p
 iluted (12.39)p . p
The loss per share for  has been restated following the consolidation of the share capital during the year see ote . 
Note pro t before interest, tax, depreciation,  
amortisation, exceptional and share based payment costs 445
 
The notes set out on pages  to  form part of these nancial statements. 35    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Consolidated statement of comprehensive income
for the year ended 31 March 2012
2012
£’000s

 s
 oss for the year (2,604) ,
 ther comprehensive income nrealised currency loss gain recognised directly in e uity — —
 otal comprehensive income for the year (2,604) ,
Attributable to E uity holders of the parent (2,604) ,
 
The notes set out on pages  to  form part of these nancial statements. 36    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
as at 31 March 2012
Consolidated statement of financial position
 ote
2012
£’000s

 s
Non-current assets
 oodwill 34,836 ,
 ther intangible assets 2,522 ,
 roperty, plant and e uipment 2,225 ,
Available-for-sale investments 146
T otal non-current assets 39,729 ,
Current assets
Trade and other receivables 8,238 ,
Ta ation 120
 ash and cash e uivalents 9,117 ,
17,515 ,
Assets of a disposal group held for sale — ,
T otal current assets 17,475 ,
 otal assets 57,204 ,
Current liabilities
Trade and other payables (8,291) ,
 oans and deferred consideration (30)
 hort-term provisions (30)
(8,351) ,
 iabilities of a disposal group held for sale —
T otal current liabilities (8,351) ,
Non-current liabilities
 eferred ta liabilities (313)
 ong-term provisions (42)
T otal non-current liabilities (355)
 otal liabilities (8,706) ,
Net assets 48,498 ,
E uity
 hare capital 5,388 ,
 hare premium account 28,697 ,
 uity reserve 1,464 ,
Retained earnings 12,949 ,
E uity attributable to e uity holders of the parent 48,498 ,
The notes set out on pages  to  form part of these nancial statements.
J Polin A agliabue
 roup Chief Executive f cer roup Chief inancial f cer
6 July 2012 6 July 2012 37    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Consolidated statement of changes in equity
for the year ended 31 March 2012
 hare
capital
 ote 
 s
 hare
premium
reserve
 ote 
 s
 uity
reserve
 ote 
 s
Retained
earnings
 ote 
 s
Total
 s
At 31 March 2010 , , , ,
 oss for the period — — — , ,
 hare-based payments — — —
Transfer of shares distributed by the mployee Bene t Trust —— —
At 31 March 2011 , , , , ,
 otal comprehensive income for the year oss for the year — — — , ,
 ransactions with owners recorded directly in e uity hare-based payments — — —
Transfer to e uity reserve in respect of shares distributed  
by the mployee Bene t Trust —— —
 ssue of shares from placing net of costs , , —— ,
 hare premium reduction — , — , —
At 31 March 2012 5,388 28,697 1,464 12,949 48,498
 hare capital represents the nominal value of shares subscribed for. The share premium reserve represents the total amount subscribed 
for shares in e cess of the nominal value, net of costs and net of amounts reduced on a court sanctioned reduction of the share premium 
account with credit to a distributable reserve which will be able to be applied in any manner in which the ompany s pro ts available for 
distribution are able to be applied. The e uity reserve represents the total amount charged, less any credits, in respect of share-based 
payments charged to the statement of comprehensive income. Retained earnings include all other gains and losses and transactions 
with owners not recognised elsewhere.
The notes set out on pages  to  form part of these nancial statements. 38    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
Consolidated statement of cash flows
for the year ended 31 March 2012
 ote
2012
£’000s

 s
Operating activities
 oss for the year (2,182) ,
Ad ustments for epreciation of property, plant and e uipment 853 ,
Amortisation of intangible assets 592
 mpairment of goodwill and intangible assets — ,
 hare-based payment e pense 95
 iscount on repayment of deferred consideration —
 inance income (32)
 inance costs 18
 ther gains and losses (26) —
 orporation ta credit e pense (138)
Operating cash out ow before movements in wor ing capital (820) ,
 ecrease increase in receivables 713 ,
 ecrease increase in payables (2,568) ,
 ecrease in provisions (27)
Cash out ow from operations (2,702)
Ta received 60
 nterest received 32
 nterest paid (18)
Discontinued operations —
Net cash (out ow)/in ow from operating activities (2,628)
Investing activities
 urchases of property, plant and e uipment (1,252) ,
 ales of subsidiaries (90)
 ash balance transferred on sale of subsidiary (320) —
 roceeds from li uidation of investment 26 —
Net cash used in investing activities (1,636) ,
Financing activities
 roceeds of share issues 8,500 —
 osts of share issues (625) —
Repayments of loans and payments of deferred consideration (100)
Net cash from nancing activities 7,775
Net increase/(decrease) in cash and cash e uivalents 3,511 ,
Cash and cash e uivalents at beginning of year 5,606 ,
Cash and cash e uivalents at end of year 9,117 ,
The notes set out on pages  to  form part of these nancial statements. 39    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
for the year ended 31 March 2012
Notes to the financial statements
1. General information
Ashcourt Rowan lc Ashcourt Rowan or the ompany is a company incorporated in the nited ingdom under the ompanies Act 
 . The address of the registered of ce is given on page . The nature of the Ashcourt Rowan roup s the roup operations and 
its principal activities are set out in the hairman s Report on page  and the Report of the hief ecutive f cer, inance review, 
 perational review and in the Business review on pages  to .
These nancial statements are presented in pounds sterling because that is the currency of the primary economic environment in which 
the roup operates.
2. Significant accounting policies
Basis of accounting
Both the parent company nancial statements and the roup nancial statements have been prepared and approved by the Directors in 
accordance with nternational inancial Reporting tandards as adopted by the uropean nion Adopted R s and the ompanies 
Act  applicable to companies reporting under R . n publishing the parent company nancial statements here together with the 
 roup nancial statements, the ompany is taking advantage of the e emption in section  of the ompanies Act  not to present 
its individual income statement and related notes that form a part of these approved nancial statements. The ompany reported a loss 
for the year of . million  . million .
The nancial statements have been prepared on the historical cost basis e cept for available-for-sale nancial assets which are included 
at fair value. The principal accounting policies adopted are set out below and have been applied consistently to all periods presented in 
these nancial statements.
New standards and interpretations
The following new standards have not been applied in these nancial statements, will or may have an effect on the roup s future 
 nancial statements IFRS 9 Financial Instruments: R  will eventually replace A  in its entirety. owever, the process has been divided into three main 
components classi cation and measurement impairment and, hedge accounting and it is considered unlikely that the new standard 
will be endorsed until all of these components are in their nal form. hile the current standard is largely incomplete, its eventual adoption 
may result in changes to the classi cation and measurement of the roup s nancial instruments, including any impairment thereof.
 IFRS 10: Consolidated Financial Statements: establishes principles for the preparation and presentation of consolidated nancial statements 
when a reporting entity controls one or more investees. The standard was published to deal with divergence in practice when applying A  
 onsolidated and eparate inancial tatements and - onsolidation  pecial urpose ntities. The tandards eventual adoption 
is unlikely to result in changes to the preparation and presentation of the roup s nancial subsidiaries, associates or imited artnerships.
 IFRS 13: Fair Value Measurement: R  establishes a single framework for all fair value measurements when fair value is re uired or 
permitted by R . t does not change when an entity is re uired to use fair value, but rather, describes how to measure fair value under 
 R when it is re uired or permitted. The tandards adoption result in changes to the valuation of the roup s assets. R  is effective 
for annual periods beginning on or after  anuary .
 one of the other new standards, interpretations and amendments not yet effective are e pected to have a material effect on the roup s 
future nancial statements.
Going concern
The nancial statements have been prepared on a going concern basis which the Directors believe to be appropriate for the following 
reasons. At  arch  the roup reported net current assets of . million  net current assets of . million . The Directors 
have reviewed pro t budgets and cash ow forecasts for the coming year and e pect the roup to strengthen its operating pro tability 
before e ceptional, depreciation, impairment and amortisation and to produce operating cash ow suf cient to fund the Business 
Transformation investments being carried out by the roup to move to its target operating model.
The Directors consider that the roup is suf ciently diversi ed and has no over reliance on any one customer or supplier.
Basis of consolidation
The consolidated nancial statements incorporate the nancial statements of the ompany and entities controlled by the ompany 
 its subsidiaries made up to  arch . ontrol is achieved where the ompany has the power to govern the nancial and operating 
policies of an investee entity so as to obtain bene ts from its activities.
 n ac uisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values. Any e cess of the cost 
of ac uisition over the fair values of the identi able net assets ac uired is recognised as goodwill.
The results of subsidiaries ac uired during the period are included in the consolidated income statement from the date that control commences.
 here necessary, ad ustments are made to the nancial statements of subsidiaries to bring the accounting policies used into line with 
those used by the roup.
All intra-group transactions, balances, income and e penses are eliminated on consolidation. 40    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
2. Significant accounting policies continued
Goodwill
 oodwill represents the e cess of the cost of a business combination over, in the case of business combinations completed prior to 
 April , the roup s interest in the fair value of identi able assets, liabilities and contingent liabilities ac uired and, in the case of 
business combinations completed on or after  April , the total ac uisition date fair value of the identi able assets, liabilities and 
contingent liabilities ac uired.
 or business combinations completed prior to  April , cost comprises the fair value of assets given, liabilities assumed and e uity 
instruments issued, plus any direct costs of ac uisition. hanges in the estimated value of contingent consideration arising on business 
combinations completed by this date are treated as an ad ustment to cost and, in conse uence, result in a change in the carrying value 
of goodwill.
 or business combinations completed on or after  April , cost comprised the fair value of assets given, liabilities assumed and 
e uity instruments issued, plus the amount of any non-controlling interests in the ac uiree plus, if the business combination is achieved 
in stages, the fair value of the e isting e uity interest in the ac uiree. ontingent consideration is included in cost at its ac uisition date 
fair value and, in the case of contingent consideration classi ed as a nancial liability, re-measured subse uently through pro t or loss. 
 or business combinations completed on or after  April , direct costs of ac uisition are recognised immediately as an e pense.
 oodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement 
of comprehensive income. here the fair value of identi able assets, liabilities and contingent liabilities e ceeds the fair value of 
consideration paid, the e cess is credited in full to the consolidated statement of comprehensive income on the ac uisition date.
 n disposal of a subsidiary, the amount of goodwill attributable is included in the determination of the pro t or loss on disposal.
Other intangible assets
 ther intangible assets comprise client relationships and unit trust management and investment trust contracts recognised upon the 
ac uisition of subsidiaries. uch assets are assessed and capitalised when it is probable that future economic bene ts attributable to 
the assets will ow to the roup and the cost of the assets can be measured reliably.
(a) Client relationships
Ac uired client relationships are capitalised at fair value based on management s estimate of e pected future cash ows to be generated 
over their e pected useful lives. The capitalised amounts are amortised on a straight line basis over the e pected useful lives, estimated 
to be ten years.
(b) Unit trust and investment trust management contracts
Ac uired unit trust management and investment trust contracts are capitalised at fair value based on management s estimate of the e pected 
future cash ows that these contracts will generate over their useful lives. The capitalised amounts are amortised on a straight line basis 
over the e pected useful lives, estimated to be ten years or the life of the trust.
Property, plant and equipment
 i tures and e uipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using the straight line method, 
on the following bases i tures and e uipment 
Assets held under nance leases are depreciated over their e pected useful lives on the same basis as owned assets or, where shorter, 
over the term of the relevant lease.
Impairment of tangible and intangible assets including goodwill
At each balance sheet date, the roup reviews the carrying amounts of its tangible and intangible assets to determine whether there 
is any indication that those assets have suffered an impairment loss. f any such indication e ists, the recoverable amount of the asset 
is estimated in order to determine the e tent of the impairment loss. here the asset does not generate cash ows that are independent 
from other assets, the roup estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. n assessing value in use, the estimated future cash 
 ows are discounted to their present value using a pre-ta discount rate that re ects current market assessments of the time value of 
money and the risks speci c to the asset for which the estimates of future cash ows have not been ad usted. f the recoverable amount 
of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset cash-generating 
unit is reduced to its recoverable amount. An impairment loss is recognised as an e pense immediately, unless the relevant asset is 
carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 41    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
2. Significant accounting policies continued
Revenue recognition
 ortfolio and other management advisory and service fees are recognised on a straight line basis over the period the service is provided. 
Asset management fees are recognised pro rata over the period the service is provided.
Dealing commissions are recognised as net amount due on trade date. 
 nitial commissions receivable and commission rebates payable are recognised in the period in which the services are provided.
Trail and renewal commissions are accounted for on an ongoing basis over the period that the service is provided.
 nterest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which 
is the rate that discounts estimated future cash receipts through the e pected life of the nancial asset to that asset s net carrying amount.
Dividend income from investments is recognised when the shareholders rights to receive payment have been established.
Cost of sales
 ost of sales comprises the direct employment costs associated with front of ce staff plus any payments to third parties in respect 
of revenue share arrangements, accounted for on an accruals basis.
Leasing
 eases are classi ed as nance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the 
lessee. All other leases are classi ed as operating leases.
Assets held under nance leases are recognised as assets of the roup at their fair value or, if lower, at the present value of the minimum 
lease payments. The corresponding liability to the lessor is included in the balance sheet as a nance lease obligation. ease payments 
are apportioned between nance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining 
balance of the liability. inance charges are charged directly against income.
Rentals payable under operating leases are charged to income on a straight line basis over the term of the relevant lease. Bene ts 
received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.
Profit from operations
 ro t from operations represents the result from trading activities after charging any restructuring costs and aborted ac uisition costs, 
but before investment income and nance costs.
Retirement benefit costs
 ayments to de ned contribution retirement bene t schemes are charged as an e pense as they fall due. ayments made to state-managed 
retirement bene t schemes are dealt with as payments to de ned contribution schemes where the roup s obligations under the schemes 
are e uivalent to those arising in a de ned contribution retirement bene t scheme. The roup does not operate a de ned bene t 
retirement scheme.
Taxation
The ta charge or credit represents the sum of the ta currently payable on roup results and deferred ta .
The ta able result differs from net result as reported in the income statement because it e cludes items of income or e pense that 
are ta able or deductible in other periods and it further e cludes items that are never ta able or deductible. Any liability for current 
ta is calculated using ta rates that have been enacted or substantively enacted by the balance sheet date.
Deferred ta is the ta e pected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
 nancial statements and the corresponding ta bases used in the computation of ta able pro t and is accounted for using the balance 
sheet liability method. Deferred ta liabilities are generally recognised for all ta able temporary differences and deferred ta assets are 
recognised to the e tent that it is probable that ta able pro ts will be available against which deductible temporary differences can be 
utilised. uch assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition other 
than in a business combination of other assets and liabilities in a transaction that affects neither the ta result nor the accounting result.
Deferred ta liabilities are recognised for ta able temporary differences arising on investments in subsidiaries e cept where the roup is 
able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred ta is calculated at the ta rates that are e pected to apply in the period when the liability is settled or the asset is realised. 
Deferred ta is charged or credited in the income statement, e cept when it relates to items charged or credited directly to e uity, 
in which case the deferred ta is also dealt with in e uity. 42    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
2. Significant accounting policies continued
Classification of financial instruments issued by the Company
 inancial instruments issued by the ompany are treated as e uity only to the e tent that they meet the following two conditions 
 they include no contractual obligations upon the ompany to deliver cash or other nancial assets or to e change nancial assets 
or nancial liabilities with another party under conditions that are potentially unfavourable to the ompany and 
 where the instrument will or may be settled in the ompany s own e uity instruments, it is either a non-derivative that includes no obligation 
to deliver a variable number of the ompany s own e uity instruments or is a derivative that will be settled by the ompany s e changing 
a ed amount of cash or other nancial assets for a ed number of its own e uity instruments.
To the e tent that this de nition is not met, the proceeds of issue are classi ed as a nancial liability. here the instrument so classi ed 
takes the legal form of the ompany s own shares, the amounts presented in these nancial statements for called up share capital and 
share premium account e clude amounts in relation to those shares.
Non-derivative financial instruments
 inancial assets and nancial liabilities are recognised on the roup s balance sheet when the roup becomes a party to the contractual 
provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair value and are subse uently measured at amortised cost using the effective 
interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in pro t or loss when there is ob ective 
evidence that the asset is impaired.
Cash and cash equivalents
 ash and cash e uivalents comprise cash on hand and demand deposits and other short-term highly li uid investments that are readily 
convertible into a known amount of cash and are sub ect to an insigni cant risk of changes in value.
Available-for-sale investments
These are measured at fair value based on bid prices where there is an active market and Directors estimate for un uoted holdings. 
 nvestments in e uity investments that do not have a uoted market price in an active market and whose fair value cannot be reliably 
determined are measured at cost.
Borrowings
 nterest-bearing loans are recorded on initial recognition at their fair value and are subse uently measured at amortised cost, using the 
effective interest rate method. inance charges, including premiums payable on settlement or redemption and direct issue costs, are 
accounted for on an accruals basis to the income statement using the effective interest method and are added to the carrying amount 
of the instrument to the e tent that they are not settled in the period in which they arise.
Trade payables
Trade payables are initially measured at their fair value and are subse uently measured at amortised cost, using the effective interest rate method.
Equity instruments
 uity instruments issued by the ompany are recorded as the amount of proceeds received, net of direct issue costs.
Provisions
 rovisions are recognised when the roup has a present obligation as the result of a past event, when it is probable that the roup will 
be re uired to settle that obligation. rovisions are recognised at the Directors best estimate of the e penditure re uired to settle the 
 roup s liability.
Share-based payments
The ompany issues e uity-settled share-based payments to certain employees of the roup. uity-settled share-based payments are 
measured at fair value at the date of grant. here market related vesting conditions e ist the fair value is determined using the Black- choles 
model at the grant date or a onte arlo simulation model and is e pensed on a straight line basis over the vesting period, based on the 
 roup s estimate of shares that will eventually vest and ad usted for the effect of non-market based vesting conditions. here options that are 
currently in issue are modi ed during the period, the ompany recognises the incremental increase in the fair value of the new options compared 
to the old options at the modi cation date and e penses this increase over the life of the modi ed award as well as the original e pense.
The valuation models used together with the assumptions used on e pected volatility, risk free rates, e pected dividend yields and 
e pected forfeiture rates are disclosed in ote .
The ompany issued a warrant to certain advisers for services provided in a previous period in connection with an ac uisition made. 
These warrants were measured at fair value in an e uity reserve using the Black- choles model.  43    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
2. Significant accounting policies continued
Deferred and contingent consideration
Deferred consideration due in respect of ac uisitions, where the amount due is uncertain and contingent on future events, is included 
in provisions at the fair value of the Directors estimate of amounts due. here deferred consideration is a ed amount this is included 
at fair value in loans and deferred consideration.
Segment reporting 
An operating segment is a component of the roup that engages in business activities from which it may earn revenues and incur 
e penses, including revenues and e penses that relate to transactions with any of the roup s other components. All operating 
segments operating results are reviewed regularly by the roup s  to make decisions about resources to be allocated to the 
segment and assess its performance, and for which discrete nancial information is available.
Discontinued operations 
A discontinued operation is a component of the roup s business that represents a separate ma or line of business or geographical area 
of operations that has been disposed of or is held for sale, or is a subsidiary ac uired e clusively with a view to resale. lassi cation as a 
discontinued operation occurs upon disposal or when the operation meets the criteria to be classi ed as held for sale, if earlier. hen an 
operation is classi ed as a discontinued operation, the comparative statement of comprehensive income is represented as if the operation 
had been discontinued from the start of the comparative period.
3. Critical accounting judgements and key areas of uncertainty
Critical judgements in applying the Group’s accounting policies
 n adopting R s as the basis of selecting and applying appropriate roup accounting policies management has had regard to critical 
 udgements and also key sources of estimation uncertainty. ey sources of critical udgements and estimation uncertainty have been 
identi ed as follows Impairment of goodwill
Determining whether goodwill is impaired re uires an estimation of the fair value less costs of sale and the value in use of the cash-generating 
units s to which goodwill has been allocated. The value in use calculation re uires the entity to estimate the future cash ows 
e pected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Details of the cash-generating 
units are contained in ote . 
The key assumptions used in arriving at a fair value less cost of sale are those around valuations based on earnings multiples and values 
based on assets under management. These have been arrived at by looking at market valuations of similar businesses. anagement has 
used a range of multiples resulting in an average of .  B TDA, .  Budget B TDA, .  revenue and . 
of assets under management to arrive at a fair value.
The key assumptions used in respect of value in use calculations are those regarding growth rates and anticipated changes to revenues 
and costs during the period covered by the calculations. hanges to revenue and costs are based upon management s e pectation. 
The roup prepares its annual budget and ve-year cash ow forecasts derived therefrom and thereafter e trapolates using a terminal 
growth rate of   , which management considers conservative against industry average long-term growth rates.
 anagement estimates discount rates using pre-ta rates which re ect current market estimates of the time value of money and risks 
speci c to the s. The rate used to discount the forecast cash ows from all s is   . This rate is also broadly similar 
to rates which management has observed in use by other groups operating in the wealth management sector.
The carrying amount of goodwill at the balance sheet date was . million  . million . o impairments have been made 
during the year  . million based upon the Directors review. 
Other intangible assets
Ac uired client relationships, unit trust management and investment trust contracts are capitalised on the basis of the net discounted 
e pected revenues and costs over their estimated lives. The Directors estimates are based on historical rates of client and contract 
retention and revenue generation. lient relationship, unit trust management and investment trust contracts are valued at . million, 
 . million and nil  . million, . million and nil respectively at the balance sheet. The Directors estimated useful lives 
for the client relationships and the unit trust management contracts are ten years and for the investment trust contract ve years, being 
the life of the contract.
Provisions
The Directors have estimated provisions in respect of onerous property leases and contingent deferred consideration, totalling . million 
 . million , which would be dependent on achieving certain key performance indicators, based upon information available at the 
balance sheet date see ote . n estimating these provisions the Directors have made key assumptions regarding the timeframe of the 
e pected cash out ows. or the onerous lease provision, a discount rate of  has been used to value the e pected future cash ows.  44    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
4. Operating segments
During the year the roup had three reportable segments, as described below, which are the roup s strategic business units. 
The strategic business units offer a different mi of products and services and are managed separately. or each of the strategic 
business units  four reportable segments the roup s  reviews internal management reports on at least a monthly basis. 
The following summary describes the operations in each of the roup s reportable segments Ashcourt Rowan roup  ealth management and nancial planning services
 discontinued  nstitutional investment management
 avoy  ealth management services
 nformation regarding the results of each reportable segment is included below. erformance is measured based on segment pro t 
before ta , as included in the internal management reports that are reviewed by the roup s . egment pro t is used to measure 
performance as management believes that such information is the most relevant in evaluating the results of certain segments relative 
to other entities that operate within these industries. nter-segment pricing is determined on an arm s length basis. The roup has no 
other operating segments other than those listed above.
During the year  was sold see ote  this operating segment has been treated as discontinued operations in these nancial statements.
Ashcourt Rowan 
 continuing avoy 
 continuing 
 discontinued yndicate . . td 
 discontinued Total
2012
£’000s

 s
2012
£’000s

 s
2012
£’000s

 s
2012
£’000s 

 s
2012
£’000s

 s
 ternal revenues 30,004 , 6,393 , 165 , — , 36,562 ,
 nter-segment revenues — — — — — — —
 otal revenue 30,004 , 6,393 , 165 , — , 36,562 ,
 ternal cost of sales (13,393) , (2,426) , (101) , — (15,920) ,
 nter-segment  
cost of sales — — — — — — — —
 otal cost of sales (13,393) , (2,426) , (101) , — , (15,920) ,
 ross pro t 16,611 , 3,967 , 64 , — 20,642 ,
Administrative 
e penses (13,966) , (3,836) , (177) , — (17,979) ,
 hare-based payments (56) (51) — — — (107)
Depreciation 
and amortisation (1,132) , (13) — — — (1,145) ,
 otal administrative 
expenses (15,154) , (3,900) , (177) , — (19,231) ,
Operating pro t 1,457 , 67 (113) — 1,411
 inance income 22 — — — — — 22
 inance e pense (11) (6) — — (17)
 ther gains and losses — 35 — (309) — (274)
 roup 
management charges (2,746) , (686) — — (3,432) ,
Reportable  
segment (loss)/
pro t before tax (1,278) (590) (422) — (2,290) ,
 egment assets 35,379 , 3,268 , — , — — 38,647 ,
 egment liabilities (27,282) , (1,127) , — — — (28,409) ,
Fixed asset additions 19 1 — — — — 20 45    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
4. Operating segments continued
Reconciliations of reportable segment revenues, profit or loss
2012
£’000s

 s
Revenues
T otal revenue for reportable segments 36,562 ,
 ess intra-segment revenue —
 ess revenue from discontinuing operations (165) ,
 onsolidated revenue from continuing operations 36,397 ,
 ntra segment revenue relates to management fees paid by yndicate  enith to Ashcourt Rowan and  in respect of investment 
management services provided to the enith offshore funds.
2012
£’000s

 s
Other administrative expenses
T otal administrative e penses for reportable segments (19,231) ,
 ess unallocated items Amortisation and depreciation 1,145 ,
 ead of ce costs and costs of parent company (2,225) ,
Add administrative e penses for discontinuing operations 178 ,
 onsolidated other administrative e penses for continuing operations (20,133) ,
2012
£’000s

 s
Pro t or loss before tax
T otal loss before ta for reportable segments (2,290) ,
 nallocated amounts anagement fees paid to parent 3,432 ,
 ead of ce costs and costs of parent company (2,225) ,
Amortisation and depreciation (1,445) ,
 mpairment of goodwill — ,
 mpairment of other intangible assets —
 oss on disposal of subsidiary (309) ,
 hare-based payments 95
 ontingent deferred consideration not payable —
Add back intra-group gains and losses —
 nvestment income — Add loss before ta on discontinuing segments ote 422 ,
 onsolidated loss before ta (2,320) , 46    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
4. Operating segments continued
Reconciliations of reportable segment revenues, profit or loss continued
Reportable
segment
total
£’000s
Ad ustments 
relating 
to parent 
£’000s
Consolidated
totals
£’000s
Other material items 2012
 nvestment income  continuing 22 10 32
 nvestment income  discontinued ote —— —
 inance e pense  continuing (17) (1) (18)
 inance e pense  discontinued ote —— —
Amortisation and depreciation  continuing (1,145) 300 (1,445)
Amortisation and depreciation  discontinued —— —
Reportable
segment
total
 s
Ad ustments 
relating 
to parent 
 s
 onsolidated
totals
 s
Other material items 2011
 nvestment income  continuing
 nvestment income  discontinued ote — inance e pense  continuing —
 inance e pense  discontinued ote —
Amortisation and depreciation  continuing , ,
Amortisation and depreciation  discontinued —
2012
£’000s

 s
Reconciliation of total assets
T otal assets for reportable segments 38,647 ,
 limination of intra segment loans (1,323) ,
 nallocated assets 19,880 ,
 onsolidated total assets 57,204 ,
 nallocated assets represent goodwill, other intangibles assets, cash and trade and other receivables held by the parent.
2012
£’000s

 s
Reconciliation of total liabilities
T otal liabilities for reportable segments (28,409) ,
 limination of intra segment loans 20,275 ,
 nallocated liabilities (572) ,
 onsolidated total liabilities (8,706) ,
 nallocated liabilities represent trade and other payables due by the parent.
2012
£’000s

 s
Reconciliation of xed asset additions
T otal additions for reportable segments 20
Additions in parent 1,232 ,
 onsolidated ed asset additions 1,252 , 47    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
5. Discontinued operations
 n  April  the ompany entered into an agreement to dispose of its institutional investment management business,  see ote  
which at  arch  had been classi ed as held for sale. The results of the discontinued operations are as follows  the results 
include the disposal of yndicate Asset anagement . . imited
2012
£’000s

 s
Revenue ote 165 ,
 pense (278) ,
 oss from operating activities (113)
 nvestment income — inance costs —
 oss on sale of discontinued operation ote (309) ,
 mpairment of discontinued operation held for sale — ,
 oss before ta (422) ,
Ta ation —
Deferred ta —
 oss for the period (422) ,
Basic loss earnings per share (2.00)p . p
 ax on discontinued operations urrent ta credit —
 nder provision in prior periods —
—
Deferred ta credit see ote —
T otal ta credit —
 orporation ta is calculated at    of the estimated assessable result for the year. The current charge for the year can be 
reconciled to the result per the income statement as follows 2012
£’000s

 s
 oss before ta in the year (422) ,
Ta charge at    thereon 110 ,
 penses not deductible for ta (81) ,
 ther allowances — osses utilised carried forward (29)
 oreign ta ad ustments —
 nder provision in prior periods —
Deferred ta —
—
Cash ows (used in)/from discontinued operations et cash used in operating activities (113)
 et cash from investing activities — —
 et cash from nancing activities — —
 et cash from used in discontinued operation (113) 48    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
5. Discontinued operations continued
Asset of disposal group held for sale
2012
£’000s

 s
 lient receivables —
 repayments and accrued income —
 ther receivables —
—
 ash and cash e uivalents —
T otal assets — ,
Liabilities of disposal group held for sale
2012
£’000s

 s
Trade and other payables —
6. Revenue
2012
£’000s

 s
Continuing operations
 ealth management and nancial planning services 36,397 ,
 o material revenue from continuing operations was generated outside of the . 
2012
£’000s

 s
Discontinuing operations
 ealth management services — ,
 nstitutional fund management 165 ,
165 ,
 o material revenue was generated outside of the  and the hannel slands. The total revenue generated in the hannel slands was 
 nil  , ,
7. Loss/profit from operations
 oss pro t from operations has been arrived at after charging Continuing
operations
£’000s
Discontinued
operations
£’000s
 otal
£’000s
Year ended 31 March 2012
Depreciation of property, plant and e uipment see ote 853 — 853
 taff costs see ote 23,408 — 23,408
Auditors remuneration see ne t page 128 — 128
 ettlement of cancelled software contract (188) — (188)
 inancial ervices ompensation cheme levy 124 — 124
Amortisation of intangible assets see ote 592 — 592 49    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
7. Loss/profit from operations continued
 ontinuing
operations
 s
Discontinued
operations
 s
Total
 s
Year ended 31 March 2011
Depreciation of property, plant and e uipment see ote , ,
 taff costs see ote , , ,
Auditors remuneration see below
 ettlement of cancelled software contract , — ,
 inancial ervices ompensation cheme levy —
 oss on disposal of subsidiary ote — , ,
 mpairment of goodwill , , ,
 mpairment of other intangible assets —
Amortisation of intangible assets see ote —
The analysis of auditors remuneration is as follows 2012
£’000s

 s
Annual audit fee in respect of current nancial year Audit of these nancial statements 25
Audit of subsidiaries pursuant to legislation 103
128
Audit of discontinued operations —
128
 ees payable to the ompany s auditors and their associates for other services to the roup are as follows 2012
£’000s

 s
Ta services 15
 ther services 12
27
8. Staff costs, including Directors’ remuneration
The average monthly number of employees including ecutive Directors was Continuing
operations
Number
Discontinued
operations
Number
 otal
Number
Year ended 31 March 2012
Administration staff 249 1 250
 und managers and investment advisers 95 — 95
Directors and other managers 18 — 18
362 1 363
 ontinuing
operations
 umber
Discontinued
operations
 umber
Total
 umber
Year ended 31 March 2011
Administration staff
 und managers and investment advisers
Directors and other managers
 50    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
8. Staff costs, including Directors’ remuneration continued
Their aggregate remuneration comprised Continuing
operations
£’000s
Discontinued
operations
£’000s
 otal
£’000s 
Year ended 31 March 2012
 ages and salaries 20,106 — 20,106
 ocial security costs 2,300 — 2,300
 ther pension costs paid to de ned contribution arrangements 907 — 907
 hare-based payments 95 — 95
23,408 — 23,408
 ontinuing
operations
 s
Discontinued
operations
 s
Total
 s 
Year ended 31 March 2011
 ages and salaries , , ,
 ocial security costs , ,
 ther pension costs paid to de ned contribution arrangements ,
 hare-based payments
 , , ,
The average staff numbers have increased in  as a result of the ac uisition of the o-op Banks A business in ctober , average 
numbers re ected in  only represent ve months of total staff numbers.
Aggregate Directors emoluments included above comprised 2012
£’000s

 s
 moluments 938 ,
 ension contributions 44
 hare-based payments —
 ompensation for loss of of ce 325 —
1,307 ,
The emoluments and pension contribution for the highest paid Director were , and nil respectively  , and , .
9. Finance income
2012
£’000s

 s
 nterest on cash and cash e uivalents 32
10. Other gains and (losses)
2012
£’000s

 s
 roceeds from li uidation of investment 26 —
 ontingent deferred consideration not payable —
26
  Deferred consideration on the ac uisition of the agan sborne business and Bur eld businesses in  which is no longer payable due to turnover and funds under management targets 
not being met 51    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
11. Finance costs
2012
£’000s

 s
 nterest on loans 18
12. Taxation
2012
£’000s

 s
 urrent ta —
 ver provision in prior periods (3)
(3)
Deferred ta credit see ote 141
T otal ta credit on continuing operations 138
 urrent ta on discontinued operations ote —
Deferred ta on discontinued operations ote —
138 ,
 orporation ta is calculated at    of the estimated assessable result for the year. The current charge for the year can be 
reconciled to the result per the income statement as follows 2012
£’000s

 s
 oss on continuing operations before ta in the year (2,320) ,
Ta credit at    thereon 603 ,
 penses not deductible for ta 235 ,
 ther allowances (222)
 osses utilised carried forward (146)
 oreign ta ad ustments — —
 nder provision in prior periods (3)
Deferred ta movement 141
138
13. Loss per share
The calculation of the basic and diluted loss per share is based on the following data 2012
£’000s

 s
 oss on continuing operations for the purposes of basic and diluted loss per share on continuing operations (2,182) ,
 oss pro t on discontinued operations (422) ,
 oss for the purposes of basic and diluted loss per share being loss attributable to e uity holders of the parent (2,604) ,
2012
Number

 umber
Post-consolidation (see Note 23)
 eighted average number of ordinary shares for the purposes  
of fully diluted earnings per share 21,015,794 , ,
The denominator for the purposes of calculating basic and diluted earnings per share has been ad usted to re ect the share issues which 
took place in the year. n the year the potential ordinary shares under the options and long-term incentive plan would have the effect of reducing 
the loss per share and therefore are anti-dilutive. The total number of shares over which awards have been made but have not yet been 
issued is ,  , , .
The weighted average number of shares and  calculations have been restated for  to re ect the share consolidation which took 
place in the year see ote . 52    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
14. Goodwill
 s
Cost
As at  arch ,
Disposal of yndicate . .
Impairment of goodwill (2010-11)
 ,
 avoy ,
As at  arch  and 34,836
 oodwill arising in a business combination is allocated to the cash-generating unit  which is e pected to bene t from the ac uisition. 
The carrying amount of goodwill has been allocated as follows 2012
£’000s

 s
Ashcourt  a single 27,412 ,
 avoy  a single 7,424 ,
  a single — —
T otal 34,836 ,
The ompany completed its disposal of  during the year see ote . 
Ashcourt and avoy both provide wealth management services to private clients, trusts charities and pension funds. 
The roup tests for impairment in the period of ac uisition and annually thereafter unless there are indications that goodwill may be impaired 
such that earlier assessment is re uired. The recoverable amounts of s are derived from the higher of fair value less cost of sale and 
value in use calculations. The key assumptions used are set out in ote . There have been no impairments of the s during the year.
15. Other intangible assets
Ac uired
client
relationships
 s
Ac uired
unit trust
management
contracts 
 s
Ac uired
investment trust
management 
contracts 
 s
Total 
 s
At  arch , , ,
Disposal — , — ,
At  arch , ,
Disposal — ,
At 31 March 2012 5,775 147 — 5,922
Amortisation
At  arch , , ,
 harge for the year —
 mpairment losses  discontinued —
Disposal — , — ,
At  arch , ,
 harge for the year —
Disposal — ,
At 31 March 2012 3,304 96 — 3,400
Carrying amount 
At 31 March 2012 2,471 51 — 2,522
At  arch , — ,
The roup has no contractual commitments for its intangible assets in both the current and prior period. The recognition of ac uired intangible 
assets in the period resulted from the ac uisitions as described in ote . Ac uired client relationships and ac uired unit trust management 
contracts are amortised over their estimated useful lives, being ten years. 
 stimates of total remaining economic life of intangible assets for amortisation purposes are as follows Ac uired client relationships  ve years  
Ac uired unit trust relationships  four years 53    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
16. Property, plant and equipment
 i tures
and
e uipment
 s
Cost
At  arch ,
Additions ,
Disposals
At  arch ,
Additions ,
Disposals
At 31 March 2012 5,501
Depreciation and impairment
At  arch ,
 harge for the year  continuing ,
 harge for the year  discontinued n disposals
At  arch ,
 harge for the year  continuing
 harge for the year  discontinued —
 n disposals
At 31 March 2012 3,276
Carrying amount 
At 31 March 2012 2,225
At  arch ,
At  arch 
The carrying amount of the roup s tures and e uipment includes an amount of nil  nil in respect of assets held under nance leases.
17. Available-for-sale investments
The table below analyses nancial instruments carried at fair value, by valuation method. The different levels have been de ned as follows evel   uoted prices unad usted in active markets for identical assets or liabilities
 evel    inputs other than uoted prices included within level  that are observable for the asset or liability, either directly 
 i.e., as prices or indirectly i.e., derived from prices evel   inputs for the asset or liability that are not based on observable market data unobservable inputs The available for sale investments held by the roup are level three investments and are as follows 2012
£’000s

 s
 ncluded in non-current assets uity investments 146
146
During the year there were no transfers between level  and level  valuation methods and no transfers into or out of level  valuation method.
These investments are held at the Directors estimate of fair value and relate to an investment of a . privately owned nancial services 
company for which there is no observable market data. The valuation has been based the Directors review of the investment s publicly 
available nancial data and on discussions with the investment s management. The effect of fair value changes during the year is not 
considered signi cant. The roup has a . holding. 54    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
18. Trade and other receivables
2012
£’000s

 s
 rade and other receivables
 lient receivables 1,870 ,
 repayments and accrued income 6,146 ,
 ther receivables 222
8,238 ,
Allowance is made for estimated irrecoverable amounts from trade receivables of ,  , . The Directors consider that 
the carrying amount of trade and other receivables appro imates to their fair value.
Bank balances and cash comprise cash held by the roup and short-term bank deposits with an original maturity of three months or less. 
The carrying amount of these assets appro imates to their fair value.
Financial risk management
The nancial risk management ob ectives and policies of the roup and related disclosures are set out on pages  to  in the 
Business Review and ote .
19. Deferred tax
The following are the ma or deferred ta liabilities and assets recognised by the roup and movements thereon during the current 
and prior reporting period.
At the balance sheet date, e cess management e penses and ta losses available for carry forward are appro imately . million 
 . million . o deferred ta asset has been recognised in respect of the losses due to the unpredictability of future pro t 
streams in the companies where the losses reside. uch losses may be carried forward inde nitely.
The net deferred ta liability comprises temporary timing differences arising from the fair value of non-goodwill intangible assets 
 see ote  arising on the ac uisition of subsidiaries, net of the deferred ta asset on timing differences arising on the charge 
on share-based payments. The net liability is made up as follows n 
ac uisitions
 s
 n 
share-based
payments
 s
Total
 s
At  arch , ,
Arising on share-based payments ontinuing operations —
Discontinued operations —
Released in the year see ote 
 ontinuing operations —
Discontinued operations —
At  arch 
Arising on share-based payments ontinuing operations — Discontinued operations —— —
Released in the year see ote 
 ontinuing operations —
Discontinued operations —— —
At 31 March 2012 668 (355) 313
20. Trade and other payables
2012
£’000s

 s
Trade and other payables 8,291 ,
The Directors consider that the carrying amount of trade payables appro imates to their fair value.  55    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
21. Loans and deferred consideration 
 oans and deferred consideration have arisen in connection with various ac uisitions as follows Deferred 
consideration
£’000s
 oan 
notes 
£’000s
Sub-ordinated
loans
£’000s
 otal
£’000s
31 March 2012
Bur eld  artners ote a ——— —
 ther otes b and c —— 30 30
——— —
Repayable as follows ithin one year —— 30 30
Amounts due for settlement after one year ——— —
Deferred 
consideration
 s
 oan 
notes 
 s
 ub-ordinated
loans
 s
Total
 s
31 March 2011
Bur eld  artners ote a ——
 ther otes b and c —
—
Repayable as follows ithin one year

 ess amounts due within one year
Amounts due for settlement after one year — — — —
 a  n  ebruary  nvestment anagement oldings imited ac uired  of the issued share capital of Bur eld and artners 
Asset anagement imited. onsideration included minimum deferred consideration of , to a ma imum of , based 
on  of revenue arising post-ac uisition. The deferred consideration is payable over the period from the date of ac uisition to 
 arch . The amount outstanding at  arch  is nil  , .
 b  The unsecured loan notes carry interest at the rate of . per annum and are redeemable in whole or in part at the note-holders 
option on  April  or on any  April or  ctober, up to and including  April .
 c  The subordinated loan is repayable on demand and carries interest at a ed rate of . per annum.
22. Provisions
 urplus
leasehold
property costs
 s
 ontingent
deferred
consideration
 s
Total
 s 
At  arch 
 ncrease reduction in provision
At  arch —
 ncrease reduction in provision —
At 31 March 2012 72 — 72
2012
£’000s

 s
 ncluded in current liabilities 30
 ncluded in non-current liabilities 42
72
The provision in respect of surplus leasehold assets re ects management s best estimate of the liability arising from onerous lease 
obligations in respect of leasehold property interests ac uired on the ac uisition of subsidiaries in the period ended  arch . 56    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
23. Share capital
2012
£’000s

 s
Issued and fully paid:
 , ,  , , pre-consolidation , , , ordinary shares of . each 5,388 ,
 n  December , the ompany undertook a consolidation of e isting ordinary shares of . into new ordinary shares of . . 
 very  e isting ordinary shares held by shareholders were consolidated into one new ordinary share of . .
 n  December , the ompany issued , , placing shares at p per placing share raising . million net of e penses and 
at post-consolidation value .
During the year the ompany issued shares on the under-noted dates in the following amounts umber 
of shares
 issued 
pre-
consolidation
 umber 
of shares 
issued 
post- 
consolidation
 ominal 
value 
of shares 
issued
 s
 roceeds 
of share 
issue
 s
 yndicate mployee Bene t Trust  issued at . each . pre-consolidation 
 une , , ,
 ctober , , ,
 ebruary ,
 arch , ew placing  issued at . each on  December  net of e penses , , , ,
 , , , ,
The shares ac uired by the yndicate BT were distributed to staff under the long-term incentive plan during the year. At the year end the 
 BT held no shares in the ompany. 
The ompany has one class of ordinary shares which carries no right to ed income.
 anagement of the ompany s capital is discussed in the Risk anagement section of the Directors Report and in ote .
 hare 
capital 
 s
At  arch ,
 ssue of e uity shares
At  arch ,
 ssue of e uity shares
 ew share placing ,
At 31 March 2012 5,388
24. Share premium reserve
 hare 
premium
 s
At  arch  and at  arch ,
 ssue of e uity shares ,
Reduction of share premium ,
At 31 March 2012 28,697
 n  ebruary , the ompany was granted approval by the igh ourt of ustice to reduce the amount of the share premium 
account by  million to be credited as a distributable reserve as noted in the Director s Report .  57    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
25. Equity reserve
 uity
reserve
 s
At  arch 
 hare-based payments  ptions
 hare-based payments  ong Term ncentive
 hare-based payments  Deferred share bonus
 orfeited ong Term ncentive awards
 hares issued to mployee Bene t Trust
Transfer from retain earnings 
At  arch ,
 hare-based payments  ptions
 hare-based payments  ong Term ncentive
 hare-based payments  Deferred share bonus —
 orfeited ong Term ncentive awards
 orfeited Deferred share bonus awards
 hares issued to mployee Bene t Trust
Transfer from retain earnings 
At 31 March 2012 1,464
26. Share-based payments
(a) Options
 n  December  employees and Directors released their entitlement to , , options over the ompany s shares due to the 
fact that the options were out of the money and unlikely ever to be in the money. These options were replaced on  December , 
for no gain or loss in the income statement, by options over , , shares which have been valued under the Black- choles model 
and accounted for as e uity-settled share-based payments in the year to  arch . The inputs to the valuation of this issue are eighted average share price .
 eighted average e ercise price .
 pected volatility
 pected life years
Risk-free rate .
 pected dividends —
The ompany has established an unauthorised and an authorised share option scheme. The authorised scheme received  Revenue 
and ustoms approval on  ovember . or each award the e ercise price is not greater than the market value of the shares at the 
date of grant. The vesting period for each award is three years and options are settled by an allotment of shares to individuals. 
 f the options remain une ercised after a period of ten years from the date of award, the options e pire. urthermore, options are forfeited 
if the employee leaves the roup before the options vest. mployees who are deemed good leavers are entitled to e ercise their option 
for a period of si months after they leave. 
The following share options granted under the scheme were in place at  arch 
Date option granted
 ption price
per share
 umber of
options
 December  pre-consolidation . p , ,
 December  post-consolidation . ,
The number and weighted average e ercise price A of share options outstanding are as follows umber
 A
 pence utstanding at  arch  , , .
 orfeited during the year , .
Outstanding at 31 March 2012 pre-consolidation 1,725,000 12.00
Outstanding at 31 March 2012 post-consolidation 17,250 £12.00
These options all e pire if une ercised by  December . 58    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
26. Share-based payments continued
(b) Long Term Incentive Plan
 n  December  the ompany awarded . million ordinary shares to employees of the roup under a long-term incentive plan. 
These shares are accounted for as e uity-settled share-based payments and vest in e ual instalments on the rst second and third 
anniversaries of the award date, sub ect to certain performance related vesting conditions. A further  million shares were awarded 
on  arch . These also vest in e ual instalments on the rst, second and third anniversaries of the award date sub ect to certain 
performance related vesting conditions. The e ercise price for these awards is nil per share. 
The fair value of these awards is based on the market value at the date of grant and has been calculated on the likelihood of successful 
completion of the vesting conditions and has been charged to the income statement over the vesting period of the awards. The market 
value at the grant date was . p per share. These awards, if une ercised, e pire in three e ual amounts on  December ,  
and .
 n  ctober  the ompany awarded . million ordinary shares to employees of the roup under the long-term incentive plan. 
These shares are accounted for as e uity-settled share-based payments and vest on the third anniversaries of the award date, sub ect 
to certain performance related vesting conditions. These awards if une ercised e pire on  ctober . The fair value of these awards 
is based on the market value at the date of grant and has been calculated on the likelihood of successful completion of the vesting conditions 
and has been charged to the income statement over the vesting period of the awards. The market value at the grant date was . p per share.
A further  million shares were awarded on  arch . These vest in e ual instalments on the rst, second and third anniversaries of 
the award date sub ect to certain performance and share price related vesting conditions. The e ercise price for these awards is nil per 
share. These awards, if une ercised, e pire on in three e ual amounts on  arch ,  and . These have been valued using 
a onte arlo simulation.
During the year awards over . million pre-consolidation shares were forfeited by employees. The e ercise price for these awards is nil 
per share. Awards over  million pre-consolidation shares were e ercised during the year and shares issued to the employees concerned. 
(c) Deferred share bonus
At  arch  the ompany had also provided for a deferred bonus to be awarded to staff for the year. The bonus would take the form 
of an e uity-settled deferred award of shares to be issued in August . Awards over . million shares were made. The Directors 
estimated the fair value at the grant date based on the market value of the shares awarded . p per share ad usted to take into account 
an estimate of options likely to vest based on continued employment. This amount has been charged to the income statement over the 
period from  April  and  arch , consistent with the service period attached to the awards. The awards were actually made 
in August . The e ercise price for these awards is nil per share.
The total number of shares over which T and deferred share bonus awards have been made at the beginning and end of the nancial 
year is as follows T awards Deferred share bonus Total
At  arch , , — , ,
Awards issued during the year , , , , , ,
Awards e ercised during the year , , — , ,
Awards forfeited during the year , , , , , ,
At  arch , , , , , ,
Awards e ercised during the year , , , , , ,
Awards forfeited during the year , , , , , ,
At 31 March 2012 pre-consolidation 50,998,337 8,289,800 59,288,137
At 31 March 2012 post-consolidation 509,983 82,898 592,881
A charge of ,  , has been recognised in the income statement. The balance on the e uity reserve represents amounts 
provided in respect of share-based payments. 59    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
27. Retained earnings/(deficit)
 s
At  arch ,
 oss for the year ,
Transfer to e uity reserve
At  arch ,
 oss for the year ,
Transfer to e uity reserve
Transfer of share premium ,
At 31 March 2012 12,949
 n  ebruary , the ompany was granted approval by the igh ourt of ustice to reduce the amount of the share premium 
account by  million to be credited as a distributable reserve.
28. Risk management
 posure to credit risk, market risk which combines foreign currency risk, interest rate risk and market price risk and li uidity risk arises 
in the normal course of the roup s business. or details of the risks of the ompany see ote .
Capital risk management
The roup manages its capital through continuous review of the total regulatory capital re uirements of its regulated subsidiaries which 
is reported monthly to the Board. The roup and each regulated entity have been in compliance with their regulatory capital re uirements 
at all times during the year. The roup is funded by total e uity of . million  . million .
Externally imposed capital requirements
The roup contains subsidiaries that are supervised in the  by the inancial ervices Authority A . The regulated subsidiary 
companies submit uarterly returns to the A relating to capital ade uacy. The roup submits a return at the half year and year end 
setting out the roup s position in relation to the A s re uirements on a consolidated basis but has been granted a waiver to these 
re uirements until eptember . Throughout the year the roup held signi cant surplus capital over the regulatory re uirements. 
At  arch  the total regulatory capital re uirement across the roup was . million and the roup had an aggregate surplus 
of . million across all regulated entities.
Credit risk
The credit risk to the roup is limited to the non-payment of investment management fees, commissions earned but not received, 
cash at banks and investments. At the balance sheet date there were no signi cant concentrations of credit risk e ternal to the roup.
 anagement has a credit policy in place and the e posure to credit risk is monitored on an ongoing basis. The roup does not re uire 
collateral in respect of nancial assets because for the ma ority of client accounts the roup has the right to deduct its management 
fees from the client s investment portfolio. The historical incidence of bad debts has been very isolated and infre uent.
The credit risk on li uid funds is limited because the counterparties are banks with high credit ratings assigned by international 
credit-rating agencies.
At the balance sheet date the roup had the following credit risk e posures 2012
Carrying 
value
£’000s
Maximum
exposure
£’000s
 arrying 
value
 s
 a imum
e posure
 s
 ash and cash e uivalents 9,117 9,117 , ,
 lient receivables 1,870 1,870 , ,
 ther debtors 222 222
Accrued income 5,007 5,007 , ,
Assets held for discontinuing operations ote —— , ,
15,216 15,216 , ,
The amounts in the above table are based on the carrying value of all accounts. The roup has other receivables that are not sub ect 
to credit risk. 60    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
28. Risk management continued
Cash and cash equivalents
A signi cant amount is held with the following institutions Rating at 
31 March 
2012
Balance at 
31 March 
2012
Rating at 
 arch 

Balance at 
 arch 

Royal Bank of cotland roup A2 8,878 Aa ,
 ther nancial institutions — 238 —
 ther cash amounts —1 — 9,117 ,
The Board monitors the utilisation of the credit limits regularly and at the reporting date does not e pect any losses from non-performance 
by the counterparties.
The following table represents the aged breakdown of client receivables as at the balance sheet date which are past their due date, 
but not deemed to be impaired 2012
Gross
£’000s
Bad debt
provisions
£’000s
 ross
 s
Bad debt
provisions
 s
  days 286 — —
 days 23 — —
 days 53 —  days 80 64
442 64
Foreign currency risk
The roup is e posed to foreign currency risk on cash balances that are denominated in a currency other than sterling. The currencies 
giving rise to this risk are primarily  dollars and euros. 
 n respect of other monetary assets and liabilities held in currencies other than sterling, the roup ensures that the net e posure is kept 
to an acceptable level, by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.
The signi cant ma ority of the roup s clients are invoiced in sterling and the roup only maintains a small oat of cash in foreign 
currencies. Therefore, the roup s currency risk is minimal and accordingly no sensitivity analysis has been presented.
Interest rate risk
The roup s e posure to interest rate risk on nancial assets is mitigated by placing surplus funds on ed deposit for various levels 
of maturity. The interest rates obtained are market rates which are typically linked to base rate. Typically, cash is held on deposit for 
no longer then  days. All cash balances at the year end were held on call deposit. The roup also has interest-bearing nancial 
liabilities with oating interest rates.
 anagement deems interest rate risk immaterial and does not actively manage this risk. At the balance sheet date, the roup held 
 . million  . million in cash and cash e uivalents on which interest is earned and had nil  nil payable in loans 
and deferred consideration on which interest is paid with oating rates of interest.
An increase of  basis points in interest rates at the balance sheet date would increase the interest payable on oating rate interest 
bearing liabilities held at the balance sheet date by nil per annum net of ta  nil , assuming a corporation ta rate of  
 .
An increase of  basis points in interest rates at the balance sheet date would increase interest receivable on cash and cash e uivalents 
held at the balance sheet date by , per annum  , net of ta , assuming a corporation ta rate of   .
Market price risk
 uity prices are governed by markets in which such e uities are traded. The construction of e uity portfolios for funds which the roup 
acts as anager is driven by the investment ob ectives of each fund and conse uently market risk cannot be fully mitigated. There were 
no principal stock positions at the balance sheet date.
 anagement deems market price risk to be immaterial. 61    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
28. Risk management continued
Liquidity risk
 i uidity risk is the risk that the roup does not have suf cient nancial resources to meet its obligations when they fall due or will have to 
do so at e cessive cost. This risk can arise from mismatches in the timing of cash ows relating to assets, liabilities and off-balance sheet 
instruments. The roup monitors li uidity risk taking into account cash balances held and levels of borrowing in addition to the re uirements 
imposed by the inancial ervices Authority on the roup s regulated subsidiaries. 
Non-derivative cash flows
The table below presents the cash ows receivable and payable by the roup under non-derivative nancial assets and liabilities 
by remaining contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual, undiscounted 
cash ows whereas the roup manages inherent li uidity risk on e pected undiscounted cash ows.
The net li uidity positions in the table below relate to cash ows on contractual obligations e isting at the balance sheet date. They do not 
take account of any cash ows generated from pro ts on normal trading activities.
On demand
£’000
 3 months
£’000
3–12 months
£’000
1–5 years
£’000
> 5 years
£’000
As at 31 March 2012
Assets
 ash and cash e uivalents 9,117 — — — —
 lient receivables — 1,870 — — —
 ther nancial assets 222 — — — —
T otal nancial assets 9,339 1,870 — — —
 iabilities
Trade and other payables — 8,291 — — —
T otal nancial liabilities — 8,291 — — —
Net li uidity surplus/(de cit) 9,339 (6,421) — — —
 n demand

  months

 months

 years

  years

As at 31 March 2011
Assets
 ash and cash e uivalents , ——— —
 lient receivables , —— —
 ther nancial assets ——— —
Assets held in discontinued operation —— —
T otal nancial assets , , —— —
 iabilities
Trade and other payables — , —— —
 oan note commitments ——— —
 iabilities held in discontinued operations — —— —
T otal nancial liabilities , —— —
Net li uidity surplus/(de cit) , , —— —
Fair values
Estimation of fair values
The following summarises the ma or methods and assumptions used in estimating the fair values of nancial instruments re ected in the table.
Trade and other receivables/payables
 or receivables payables with a remaining life of less than one year, the notional amount is deemed to re ect the fair value. All other 
receivables payables greater than one year are discounted at base rate to determine the fair value.  62    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
29. Operating lease arrangements
2012
£’000s

 s
 inimum lease payments under operating leases recognised in income for the year 1,033 ,
At the balance sheet date, the roup had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due as follows 2012
£’000s

 s
 ithin one year 923 ,
 n the second to fth years inclusive 622 ,
After ve years 2,411
3,956 ,
 perating lease payments represent rentals payable by the roup for certain of its of ce properties. eases were negotiated for an average 
term of seven years and rentals are ed for an average of three years.
30. Disposal of subsidiary
 n  April  the ompany entered into an agreement to sell of its wholly-owned subsidiary company,  nvestment artners imited 
and its wholly owned subsidiary  Asset anagement imited, sub ect to inancial ervices Authority approval. At the  arch  
a , non-refundable deposit had been received for the business and costs of , had been incurred in respect of the sale. 
The ma imum deferred consideration due at  arch  is , . Total ma imum deferred consideration payable , . 
The transaction completed on  ay  and the details of the ma imum consideration due are as follows s
 ash consideration on completion
 ess costs of sale
 et cash consideration paid received
 ontingent deferred consideration accrued
 otal consideration accrued/received 93
The contingent deferred consideration is due twelve months after completion and is contingent on the value of funds under management 
of  at that time.
The book values, at the disposal date, of assets disposed of were as follows s
 roperty, plant and e uipment Trade and other receivables
 ash and cash e uivalents
Trade and other payables
 et assets on disposal
 oss on sale of subsidiary
31. Related party transactions
Transactions between the ompany and its subsidiaries, which are related parties, have been eliminated on consolidation and are 
not disclosed in this note. Transactions between the ompany and its subsidiaries are disclosed in the ompany s separate nancial 
statements see ote .
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the roup, is set out below in aggregate for each of the 
categories speci ed in nternational Accounting tandard  Related arty Disclosures . urther information about the remuneration 
of individual Directors is provided on page .
2012
£’000s

 s
 hort-term employee bene ts 1,263 ,
 ther long-term bene ts 44
 hare-based payments —
1,307 , 63    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
as at 31 March 2012
Company statement of financial position
 ote
2012
£’000s

 s
Non-current assets
 roperty, plant and e uipment 2,118 ,
 nvestments in subsidiaries 24,936 ,
Due from roup companies 20,276 ,
T otal non-current assets 47,330 ,
Current assets
 ther receivables 757 ,
Due from roup companies — —
 ash and cash e uivalents 4,238
4,995 ,
 nvestment held for sale — ,
T otal current assets 4,995 ,
 otal assets 52,325 ,
Current liabilities
 ther payables (2,589) ,
Due to roup companies (1,323) ,
T otal current liabilities (3,912) ,
 otal liabilities (3,912) ,
Net assets 48,413 ,
E uity
 hare capital 5,388 ,
 hare premium account 28,697 ,
 uity reserve 1,524 ,
Retained earnings 12,804 ,
E uity attributable to e uity holders of the parent 48,413 ,
The nancial statements were approved by the Board of Directors and authorised for issue on  uly . They were signed on its behalf by J Polin A agliabue
 roup Chief Executive f cer roup Chief inancial f cer 64    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Company statement of changes in equity
 hare
capital
 ote 
 s
 hare
premium
reserve
 ote 
 s
 uity
reserve
 ote 
 s
Retained
earnings
 ote 
 s
Total
 s
At 31 March 2010 , , , ,
 otal comprehensive income for the year:
 oss for the year — — — , ,
 ransactions with owners recorded directly in e uity:
 hare-based payments — — —
 ssues of shares to mployee Bene t Trust ———
At 31 March 2011 , , , , ,
 otal comprehensive income for the year:
 oss for the year — — —
 ransactions with owners recorded directly in e uity:
 hare-based payments — — —
 ssues of shares to mployee Bene t Trust ———
 hare premium reduction — , — , —
 ssue new share placing , , —— ,
At 31 March 2012 5,388 28,697 1,524 12,864 48,413
 hare capital represents the nominal value of shares subscribed for. The share premium reserve represents the total amount subscribed 
for shares in e cess of the nominal value. The e uity reserve represents the total amount charged, less any credits, in respect of share-based 
payments charged to the statement of comprehensive income. Retained earnings include all other gains and losses and transactions 
with owners not recognised elsewhere. 65    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
for the year ended 31 March 2012
Company statement of cash flows
2012
£’000s

 s
 oss for the year (249) ,
Ad ustments for Depreciation of property, plant and e uipment 757
 hare-based payment e pense (12)
 nvestment income (10)
 mpairment of investments in subsidiaries — ,
 ther gains and losses (93)
 oss on sale of subsidiary — ,
Dividends received from subsidiary company —
 orporation ta credit charge and group relief (180)
213 ,
Decrease increase in other and group receivables (234)
 Decrease increase in other creditors and accruals (978) ,
Ta and group relief received 102
Net cash from/(used in) operating activities (897)
Investing activities
 nterest income 10 Dividends received from subsidiary companies —
 urchases of property, plant and e uipment (1,232) ,
 roceeds on sale of subsidiary (90)
 oans to repaid by roup companies (1,609) ,
 roceeds on li uidation of investment 26 —
Net cash (used in)/from investing activities (2,895)
Financing activities
 roceeds of share issues 8,567
 osts of share issue (625) —
Net cash from nancing activities 7,942
Net increase in cash and cash e uivalents 4,150 Cash and cash e uivalents at beginning of year 88
Cash and cash e uivalents at end of year 4,238 66    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
for the year ended 31 March 2012
32. Significant accounting policies – the Company
The separate nancial statements of the ompany are presented as re uired by the ompanies Act . As permitted by that Act, 
the separate nancial statements have been prepared in accordance with R s as adopted by the  as applied in accordance with 
the provisions of the ompanies Act . Advantage has been taken of section  of the ompanies Act  and a ompany only 
income statement is not presented.
The nancial statements have been prepared on the historical cost basis. The principal accounting policies adopted are the same 
as those set out in ote  to the consolidated nancial statements e cept as noted below.
Investments in subsidiaries
 nvestments in subsidiaries are stated at cost less, where appropriate, provisions for impairment, plus the fair value of share-based 
payments attributable to employees of the ompany s subsidiary companies.
Share-based payments
The ompany issues e uity-settled and cash-settled share-based payments to certain employees of the ompany and the roup. uity 
settled share-based payments are measured at fair value at the date of grant. The fair value is determined using the Black- choles model 
at the grant date and in respect of employees of the ompany is e pensed on a straight line basis over the vesting period, based on the 
 roup s estimate of shares that will eventually vest and ad usted for the effect of non-market based vesting conditions. or share-based 
payments in respect of employees of other roup companies the fair value is added to the cost of investment in those roup companies 
on a straight line basis.
The valuation models used together with the assumptions used on e pected volatility, risk-free rates, e pected dividend yields and 
e pected forfeiture rates are disclosed in ote .
Intra-group balances
Amounts due from roup undertakings are classi ed as loans and receivables and are initially recorded at fair value and are subse uently 
recorded at amortised cost under the effective interest method.
Amounts due to roup undertakings are classi ed as nancial liabilities measured at amortised cost. They are initially recorded at fair 
value and subse uently recorded at amortised cost under the effective interest method.
33. Loss from operations – the Company
The auditors remuneration for audit services to the ompany was ,  , .
 ther signi cant charges include, impairments of investments in subsidiaries of nil  , , and loss on sale of subsidiary 
of nil  , .
34. Subsidiaries
Ashcourt oldings imited formerly Ashcourt oldings plc and avoy Asset anagement imited formerly avoy Asset anagement lc 
are the only directly wholly owned subsidiaries of the ompany. Details of the ompany s subsidiaries at  arch  are as follows ame of subsidiary
 lace of 
incorporation 
ownership and 
operation
 roportion
of voting 
interest
 roportion
of power 
held
 Ashcourt oldings imited
 holly owned by Ashcourt oldings imited Ashcourt Rowan Asset anagement imited
Ashcourt nvestment Advisers imited
Ashcourt Rowan Administration imited
Ashcourt Rowan inancial lanning imited
Robinson ear anagement ervices imited
 ndependent inancial olutions roup imited
Ashcourt ominees imited
Ashcourt Rowan ension Trustees imited
Ashcourt ominees o  imited
 ominees imited
 nvestment anagement oldings imited
Rowan  ompany apital anagement imited
 aragon Trustees imited
Savoy Asset Management imited
 holly owned by avoy Asset anagement imited avoy nvestment anagement imited
 uildhall nvestments imited
 t auls ominees imited 67    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
35. Property plant and equipment – the Company
 i tures
and
e uipment
 s
Cost
At  arch 
Additions ,
At  arch ,
Additions ,
At 31 March 2012 3,816
Depreciation and impairment
At  arch 
 harge for the year
At  arch 
 harge for the year
At 31 March 2012 1,698
Carrying amount 
At 31 March 2012 2,118
At  arch ,
At  arch 
36. Investments in subsidiaries
 s
At  arch ,
 apital contribution on share-based payments
 ale of A . . ,
 mpairment of avoy ,
 mpairment of ,
Transferred  to investments held for sale ,
At  arch ,
 apital contribution on share-based payments
At 31 March 2012 24,936
The investments in subsidiaries are made up as follows 2012
£’000s

 s
Ashcourt oldings imited 16,408 ,
 avoy Asset anagement imited 8,528 ,
24,936 ,
37. Financial assets – the Company
At the balance sheet date, amounts due from roup companies include amounts receivable from roup companies of . million 
 . million , principally loaned for the nancing of ac uisitions. roup receivables of nil  nil are due within one year 
in respect of management charges. ther receivables of ,  , .
Cash and cash equivalents
These comprise cash held by the ompany and short-term bank deposits with an original maturity of three months or less. 
The carrying amount of these assets appro imates their fair value. 68    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
for the year ended 31 March 2012
Notes to the financial statements continued
38. Financial liabilities – the Company
2012
£’000s

 s
Other payables comprise:
 ther creditors and accruals 2,589 ,
The Directors consider that the carrying amount of other creditors appro imates to their fair value.
At the balance sheet date, amounts due to roup companies were , ,  , , .  
39. Share capital, share premium account and equity reserve
The movements on these items are disclosed in otes ,  and  to the nancial statements.
40. Retained deficit – the Company
2012
£’000s

 s
As at  April (36,887) ,
 oss for the year (261) ,
Reduction in share premium 50,000 —
As at  arch 12,852 ,
41. Related party transactions
The ompany charged management fees to its subsidiaries of , ,  , , .
At the balance sheet date, amounts due from roup companies include amounts receivable from roup companies of . million 
 . million , principally loaned for the nancing of ac uisitions.
At the balance sheet date, amounts due to roup companies were , ,  , , .
42. Risk management
 posure to credit risk, market risk which combines foreign currency risk, interest rate risk and market price risk and li uidity risk arises 
in the normal course of the ompany s business.
Credit risk
The credit risk to the ompany is limited to the amounts owed by subsidiary companies and cash at banks. At the balance sheet date 
there were no signi cant concentrations of credit risk and no amounts were overdue.
The credit risk on li uid funds is limited because the counterparties are banks with high credit ratings assigned by international 
credit-rating agencies.
At the balance sheet date the ompany had the following credit risk e posures Included in current assets
2012
£’000s

 s
 ash and cash e uivalents 4,238
Due from roup companies — —
 ther debtors 757 ,
4,995 ,
Included in non-current assets
2012
£’000s

 s
Due from roup companies 20,276 ,
The amounts in the above table are based on the carrying value of all accounts.
Foreign currency risk
The ompany has no material e posure to foreign e change risk. 69    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
42. Risk management continued
Interest rate risk
The ompany s e posure to interest rate risk on nancial assets is mitigated by placing surplus funds on ed deposit for various levels 
of maturity. The interest rates obtained are market rates which are typically linked to base rate. Typically, cash is held on deposit for no 
longer  days. All cash balances at the year end were held on call deposit. The ompany also has interest-bearing nancial liabilities 
with oating interest rates.
 anagement deems interest rate risk immaterial and does not actively manage this risk. At the balance sheet date, the ompany held 
 , ,  , in cash and cash e uivalents on which interest is earned and had nil  nil payable in loans and 
deferred consideration on which interest is paid with oating rates of interest.
Market price risk
 anagement considers the market price risk to the ompany to be immaterial.
Liquidity risk
 i uidity risk is the risk that the ompany does not have suf cient nancial resources to meet its obligations when they fall due or 
will have to do so at e cessive cost. This risk can arise from mismatches in the timing of cash ows relating to assets, liabilities and 
off-balance sheet instruments. The ompany monitors li uidity risk taking into account cash balances held and levels of borrowing. 
Non-derivative cash flows
The table below presents the cash ows receivable and payable by the ompany under non-derivative nancial assets and liabilities 
by remaining contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual, undiscounted 
cash ows whereas the ompany manages inherent li uidity risk on e pected undiscounted cash ows.
The net li uidity positions in the table below, relate to cash ows on contractual obligations e isting at the balance sheet date. 
They do not take account of any cash ows generated from pro ts on normal trading activities or dividends and loans received 
from subsidiary companies.
On demand
£’000
 3 months
£’000
3–12 months
£’000
1–5 years
£’000
> 5 years
£’000
As at 31 March 2012
Assets
 ash and cash e uivalents 4,238 — — — —
Due from roup companies — — — 20,276 —
T otal nancial assets 4,238 — — 20,276 —
 iabilities
Trade payables — (2,589) — — —
Due to subsidiaries (1,323) — — — —
T otal nancial liabilities (1,323) (2,589) — — —
Net li uidity surplus/(de cit) 2,915 (2,589) — 20,276 —
 n demand

  months

 months

 years

  years

As at 31 March 2011
Assets
 ash and cash e uivalents ——— —
Due from subsidiaries — — — , —
T otal nancial assets —— , —
 iabilities
Trade payables — , —— —
Due to subsidiaries , ——— —
T otal nancial liabilities , , —— —
Net li uidity surplus/(de cit) , , — , —
Estimation of fair values
The following summarises the ma or methods and assumptions used in estimating the fair values of nancial instruments.
Trade and other receivables/payables
 or receivables payables with a remaining life of less than one year, the notional amount is deemed to re ect the fair value. 
All other receivables payables greater than one year are discounted at base rate to determine the fair value. 70    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
Notice of Annual General Meeting
 T  R B  that the Annual eneral eeting eeting of Ashcourt Rowan plc ompany will be held at . am 
on  eptember  at the of ces of emery rystal ,  outhampton Buildings, ondon A A , for the following purposes As ordinary business:
  To receive and adopt the statement of accounts for the year ended  arch  together with the reports of the Directors of the 
 ompany the Directors and the auditors thereon.
 To re-appoint ames Roberts, who was appointed since the last Annual eneral eeting of the ompany, as a Director.
 To re-appoint Richard inclair, who was appointed since the last Annual eneral eeting of the ompany, as a Director.
 To re-appoint Al o Tagliabue who was appointed since the last Annual eneral eeting of the ompany, as a Director.
 To re-appoint ugh ard, was appointed since the last Annual eneral eeting of the ompany, as a Director.
 To re-elect enneth est, who retires by rotation in accordance with the Articles of Association of the ompany, as a Director.
  To re-appoint essrs BD  as auditors to act as such until the conclusion of the ne t Annual eneral eeting of the ompany 
at which the re uirements of section  of the ompanies Act  the  Act are complied with and to authorise the 
Directors to  their remuneration. 
As special business:
To consider, and if thought t pass, the following resolutions, of which Resolution  will be proposed as an rdinary Resolution and 
Resolutions  and  will be proposed as pecial Resolutions.
Ordinary Resolution
  T AT the Directors be generally and unconditionally authorised in accordance with section  of the  Act to allot Relevant ecurities 
 as de ned in the notes to these Resolutions up to the authorised but unissued share capital currently being Relevant ecurities with 
an aggregate nominal amount of up to , , . R D D T AT this authority shall, unless renewed, varied or revoked by the 
 ompany in general meeting, e pire  months after the passing of this resolution or, if earlier, at the conclusion of the ne t Annual 
 eneral eeting of the ompany save that the ompany may prior to such e piry make an offer or agreement which would or might 
re uire Relevant ecurities to be allotted after such e piry and the Directors may allot Relevant ecurities pursuant to any such offer 
or agreement notwithstanding that the authority conferred hereby has e pired. This authority is in substitution for all previous authorities 
conferred on the Directors in accordance with section  of the  Act.
Special Resolution
  To authorise the ompany generally and unconditionally to make market purchases within the meaning of section  of the  Act 
of ordinary shares of p each in the capital of the ompany ordinary shares R D D T AT a  the ma imum aggregate number of ordinary shares that may be purchased is up to an aggregate number of  of the nominal 
value of the issued ordinary share capital of the ompany at that time to be held by the ompany as treasury shares as that term 
is de ned in section  of the  Act
 b  the minimum price e cluding e penses which may be paid for each ordinary share is p c the ma imum price e cluding e penses which may be paid for each ordinary share is the higher of  i   of the average market price of an ordinary share as derived from the tock change Alternative Trading ervice for the 
 ve business days prior to the day the purchase is made and
  ii the value of an ordinary share calculated on the basis of the higher of the price uoted for 
    the last independent trade of and
    the highest current independent bid for,
   any number of the ompany s ordinary shares on the trading venue where the purchase is carried out, 
  and the authority conferred by this Resolution shall e pire on whichever is earlier of the conclusion of the ne t Annual eneral eeting 
of the ompany or the date falling  months from the date of the passing of this Resolution unless renewed, varied or revoked by 
the ompany prior to or on that date , save that the ompany may, before such e piry enter into a contract to purchase ordinary 
shares which would or might be e ecuted wholly or partly after the e piry of such authority.
By order of the Board
Al o agliabue 
Company Secretary 
Ashcourt Rowan plc
60 Queen Victoria Street 
London EC4N 4TR 
6 July 2012 71    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Notes to the Notice of Annual General Meeting
Relevant Securities
 Relevant ecurities means a shares in the ompany other than shares allotted pursuant to  i an employee share scheme as de ned by section  of the  Act
  ii a right to subscribe for shares in the ompany where the grant of the right itself constituted a Relevant ecurity or
  iii a right to convert securities into shares in the ompany where the grant of the right itself constituted a Relevant ecurity and
 b  any right to subscribe for or to convert any security into shares in the ompany other than rights to subscribe for or convert any 
security into shares allotted pursuant to an employee share scheme as de ned by section  of the  Act . 
 References to the allotment of Relevant ecurities in the Resolutions include the grant of such rights.
Entitlement to attend and vote
 nly those members registered on the ompany s register of members at  . am on  eptember  or,
   if this eeting is ad ourned, at . am on the day two days prior to the ad ourned meeting, 
  shall be entitled to attend and vote at the eeting.
Appointment of proxies
  f you are a member of the ompany at the time set out in ote  above, you are entitled to appoint a pro y to e ercise all or any of 
your rights to attend, speak and vote at the eeting and you should have received a pro y form with this notice of meeting. ou can 
only appoint a pro y using the procedures set out in these notes and the notes to the pro y form.
  A pro y does not need to be a member of the ompany but must attend the eeting to represent you. Details of how to appoint the 
 hairman of the eeting or another person as your pro y using the pro y form are set out in the notes to the pro y form. 
  ou may appoint more than one pro y provided each pro y is appointed to e ercise rights attached to different shares. ou may not 
appoint more than one pro y to e ercise rights attached to any one share.
  A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the 
resolution. f no voting indication is given, your pro y will vote or abstain from voting at his or her discretion. our pro y will vote 
 or abstain from voting as he or she thinks t in relation to any other matter which is put before the eeting.
Appointment of proxy
 The notes to the pro y form e plain how to direct your pro y how to vote on each resolution or withhold their vote.
 To appoint a pro y using the pro y form, the form must be  completed and signed  sent or delivered to omputershare nvestor ervices lc at The avilions, Bridgwater Road, Bristol B  and
  received by omputershare nvestor ervices lc no later than . am on  eptember .
  n the case of a member which is a company, the pro y form must be e ecuted under its common seal or signed on its behalf by an 
of cer of the company or an attorney for the company.
  Any power of attorney or any other authority under which the pro y form is signed or a duly certi ed copy of such power or authority 
must be included with the pro y form.
Appointment of proxy by joint members
  n the case of oint holders, where more than one of the oint holders purports to appoint a pro y, only the appointment submitted 
by the most senior holder will be accepted. eniority is determined by the order in which the names of the oint holders appear 
in the ompany s register of members in respect of the oint holding the rst-named being the most senior .
Termination of proxy appointments
  n order to revoke a pro y instruction you will need to inform the ompany by sending a signed hard copy notice clearly stating your 
intention to revoke your pro y appointment to omputershare nvestor ervices lc at The avilions, Bridgwater Road, Bristol B . 
 n the case of a member which is a company, the revocation notice must be e ecuted under its common seal or signed on its behalf 
by an of cer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation 
notice is signed or a duly certi ed copy of such power or authority must be included with the revocation notice. The revocation notice 
must be received by omputershare nvestor ervices lc no later than . am on  eptember .
  Appointment of a pro y does not preclude you from attending the eeting and voting in person. f you have appointed a pro y and 
attend the eeting in person, your pro y appointment will automatically be terminated. 72    Ashcourt Rowan plc Annual Report and Accounts 2012
Financial statements
Notice of Annual General Meeting continued
Notes to the Notice of Annual General Meeting continued
Corporate representatives
  A corporation which is a member can appoint one or more corporate representatives who may e ercise, on its behalf, all its powers 
as a member provided that no more than one corporate representative e ercises powers over the same share.
Communication
 ou may not use any electronic address provided either a in this notice of Annual eneral eeting or 
 b any related documents including the hairman s letter and pro y form ,
 to communicate with the ompany for any purposes other than those e pressly stated.
Total voting rights
  As at . pm on the day immediately prior to the date of posting of this notice of Annual eneral eeting, the ompany s issued 
share capital comprised , , ordinary shares of . each. ach ordinary share carries the right to one vote at a general 
meeting of the ompany and, therefore, the total number of voting rights in the ompany as at . pm on the day immediately 
prior to the date of posting of this notice of Annual eneral eeting is , , . 73    Ashcourt Rowan plc Annual Report and Accounts 2012
Overview Business review Governance Financial statements
Current Directors
 enneth est, on- ecutive hairman 
 onathan olin, hief ecutive f cer 
Al o Tagliabue, hief inancial f cer 
Richard inclair, hief perating f cer 
 teve aines, on- ecutive Director 
 im Roberts, on- ecutive Director
Secretary
Alfio Tagliabue
 ueen ictoria treet 
 ondon  TR
Registered office
 ueen ictoria treet 
 ondon  TR
Bankers
The Royal Bank of Scotland
 orporate Banking 
9th Floor 
280 Bishopsgate 
 ondon 2 RB
Website
www.ashcourtrowan.com
Registrars
Computershare Investor Services
The Pavilions 
Bridgwater Road 
Bristol BA13 8AE
Auditors
BDO LLP
55 Baker Street 
London W1U 7EU
Nominated adviser and brokers
Canaccord Genuity Limited
88 Wood Street 
London E 2 R
Lawyers
Memery Crystal LLP
44 Southampton Buildings 
London W 2A 1AP
Officers and professional advisers  www.ashcourtrowan.com
Ashcourt Rowan plc is registered in England and Wales with company number: 05406945.  
Subsidiaries authorised and regulated by the Financial Services Authority are Ashcourt Rowan Asset Management Limited, company 
number 3691998, Ashcourt Rowan Financial Planning Limited, company number 1799538, Ashcourt Rowan Administration Limited, 
company number 4327587 and Savoy Investment Management Limited, company number 1382994.  
The registered of ce for all is 60 ueen ictoria Street, London E 4 4TR.