A sound platform for growth 
Ashcourt Rowan plc Annual report and accounts 2013 Ashcourt Rowan plc 
Ashcourt Rowan aims to be the 
premier provider of integrated financial 
planning and investment management 
services in the UK, delivering holistic 
financial advice and investment solutions 
to meet the wealth and pension needs of 
private clients, charities and corporates.
Our aim is to create a business that:
•  provides high-quality advice and 
delivers tailored plans;
•  understands clients’ financial priorities 
and puts clients’ interests first;
•  re-invigorates trust in financial 
services; 
•  has robust institutional quality 
systems and controls, and investment 
process at its centre; and
•  is the place the highest quality staff in 
the industry want to work.
Ashcourt Rowan is quoted on the 
Alternative Investment Market and has 
around 280 staff in 13 offices nationwide.
 
Contents 
Overview 
1 Highlights of the year 
2  Chairman’s statement 
4 The shape of our business
Review 
5 Group chief executive’s report 
13 Financial review 
17 Operational review 
19 Business review
Governance 
22 Board of Directors 
23 Directors’ report 
27 Corporate governance 
31 Remuneration Committee report 
34 Statement of Directors’ responsibilities
Financial statements 
35 Independent auditors’ report 
37 Consolidated income statement 
38 Consolidated statement of comprehensive income 
39 Consolidated statement of financial position 
40 Consolidated statement of changes in equity 
41 Consolidated statement of cash flows 
42 Notes to the financial statements 
62 Company statement of financial position 
63 Company statement of changes in equity 
64 Company statement of cash flows 
65 Notes to the financial statements 
IBC Officers and professional advisers
Website
Corporate site
ashcourtrowan.com  Operational and financial highlights
 
 
Financial statistics – continuing operations
   Full year Six months Full year 
  31 March  ended 30 Sept 2012 31 March 2012 
  2013  (restated)
2
  (restated)
2
Total funds under management and in	uence (£bn) 3.7 3.8 4.1
Discretionary assets under management (£bn) 1.6 1.6 1.6
Revenue (£m) 32.6 15.7 35.7
Underlying EBITDA
1
 (£m) 2.8 0.4 0.3
Loss before interest, tax, depreciation, amortisation,  
impairments and share-based costs (£m) (0.3) (0.5) (1.0)
Loss before tax (£m) (2.5) (1.3) (2.5)
EPS (continuing operations) (£m) (8.74)  (11.02) 
 
1 Profit before interest, tax, depreciation, amortisation, impairments, exceptionals and share-based payment costs.
2 Sale of the non-core pension administration business after year end is treated as non-continuing and prior periods are restated throughout.
1 Ashcourt Rowan plc Annual report and accounts 2013
Highlights of the year
Consolidated return of Group to underlying 
EBITDA
1
 pro”tability: £2.8m achieved during 
the year, a marked improvement on £0.3m in 
2011/12.
Underlying EBITDA margin for full year at 8% 
(H2: 14%).
Total funds under management and in	uence at 
£3.7bn, of which £1.6bn discretionary or 
managed.
Cost reduction targets met and exceeded faster 
than expected – over £7 million annualised.
Very solid balance sheet position: no debt and 
cash at £8.0 million.
Loss after tax improved to £(2.1)m from  
£(2.6)m in 2011/12.
Loss before tax stable at £(2.5)m, re	ecting 
investments in Change Management 
Programme, restructuring costs and  
accelerated depreciation of legacy systems  
being decommissioned.
Integration of core asset management  
businesses completed.
Sale of the non-core pension administration 
business after year end
2
.
Integration of discretionary investment 
management on a single outsourced platform.
RDR compliant proposition launched well in 
advance of deadline.
Investment in central investment process and 
dedicated research team.
Reorganisation of regional oœce presence. 
Strengthened Board and senior management 
team with key hires including Hugh Ward  
as non-executive chairman, Gaius Jones as  
chief executive oœcer of Ashcourt Rowan 
Financial Planning and Harry Burnham as 
investment director.
Rebuild of ICT infrastructure.
Overview 
Highlights of the year Hugh Ward Non-executive Chairman
2 Ashcourt Rowan plc Annual report and accounts 2013
¡e past year has been one of signi”cant and positive 
transformation for the Company and led by chief executive 
oœcer Jonathan Polin we have sought to build on the major 
progress that has been achieved and establish a ”rm strategy 
for growth over the coming year. 
Not only has this been a year of great change and challenge 
for us, but it has been one for the ”nancial services industry in 
general. ¡e New Year heralded the introduction of the 
Retail Distribution Review (RDR) which, while providing 
great opportunity, also created a challenging environment 
with ever-increasing regulatory and market pressures. It is, 
however, extremely encouraging to see some return of 
investor con”dence developing in markets during the period 
and an increasing appetite to seek investment returns once 
more, albeit against an uncertain economic background. 
Financial results 
As you will read in the chief executive’s report, the  
Company has achieved ”nancial results which show a more 
positive outcome with underlying EBITDA of £2.8 million  
for the year. 
¡is outcome has been achieved whilst making signi”cant 
investment in our infrastructure, operating platform and sta¦, 
thereby clearly establishing the building blocks required for 
our future growth. Signi”cant cost savings have been made in 
line with the broad plan and the Company maintains a strong 
”nancial position with a balance sheet displaying net cash in 
excess of £8 million and total net assets, excluding assets held 
for sale, goodwill and intangibles, of £9.8 million against 
regulatory capital of £5.4 million.
Despite the signi”cant exceptional costs incurred in the 
transformation of the Company and the accelerated 
depreciation of legacy systems now redundant, the loss  
for the year attributable to equity holders has reduced to 
£(2.1) million from £(2.6) million in 2011/12.
Y ear of transformation
I have referred to the signi”cant change in the operating 
environment of the Company. Post the year end the sale  
of our pension administration business allows us to focus our 
full attention on our core asset management and ”nancial 
planning businesses. Two further events underpin our 
ambitions; most notably the outsourcing of our operating 
platform bringing all our asset management activities  
onto a single platform, and the development of a clearly  
articulated, centralised, investment research and asset 
management proposition. 
Chairman’s statement
I am delighted to report the results of 
your Company, Ashcourt Rowan plc, for 
the 12 months ended 31 March 2013. 
This is my first report as, having joined 
the Board in July last year, I assumed the 
role of chairman on 1st January 2013.  3 Ashcourt Rowan plc Annual report and accounts 2013
The year ahead
Our vision is clearly stated to be the premier, strong leader in 
the wealth management industry in the UK. We now have in 
place the tools required to move forward positively with 
enhanced revenues and growth in all aspects of our business. 
At the heart of our culture must lie the desire to provide the 
highest level of service to our valued clients and with recent 
developments we are now well-placed to achieve this aim. 
One of the most rewarding aspects of my early months as 
chairman has been the passion, ambition and commitment 
demonstrated by the executive team and all our valuable 
personnel. We are fortunate to have an outstanding team in 
place and the recent edition of some signi”cant appointments, 
most notably Harry Burnham as a key investment director 
and Gaius Jones as chief executive of our ”nancial planning 
business, have added to our pool of talent. 
¡is year is all about exploiting the opportunities for growth, 
both organic and inorganic, supported by a far stronger and 
more positive operating environment. ¡e tireless 
commitment of the team must not go unrecognised and I 
would like to thank Jonathan Polin, his executive team and 
each employee at Ashcourt Rowan for the commitment that 
has allowed us to achieve such a change in fortune. 
Lastly, and most importantly, I would like to thank our 
clients and shareholders who are at the heart of every decision 
we take; it is our desire to reward the faith they have shown  
in us with continued progress and by seeking to enhance 
shareholder value in the year ahead.  
 
 
 
 
Hugh Ward 
Non-executive Chairman
1 July 2013
Overview 
Chairman’s statement
Underlying EBITBA (£m) 
• Total including pension administration
• Continuing business (excluding pension administration)
Full year
 Mar-12 Mar-13
0.26
2.98
0.45
2.76 4 Ashcourt Rowan plc	 Annual report and accounts 2013
The shape of our business
Thanks to the depth and breadth of expertise within the business, we are in  
the rare position of being able to offer true wealth management with specialisations 
in both investment management and financial planning.
We provide:
• Comprehensive financial planning based on client needs
• A diverse range of investment management services
All based on sound research and analysis.
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 to clients in order to drive growth. 
Ashcourt Rowan Group 
• £3.7bn assets under management, influence or advice 
• 280 staff (257 permanent FTEs) 
• 13 locations 
Ashcourt Rowan Asset Management 
• £1.9bn assets under management or advice 
• Of which £1.6bn discretionary/managed assets 
• Combination of financial planning introduced, external IFAs and direct 
• £20.9m revenue 
• 22 investment managers 
• Seven investment professionals in central research team
• c. 10,000 clients
• Average client size: £190,000 
Ashcourt Rowan Financial Planning 
• £1.9bn third party Funds under Influence 
• £0.9bn discretionary assets managed by Ashcourt Rowan Asset Management  
• £11.7m revenue  
• 57 financial planners  
• 20 paraplanners 
  5 Ashcourt Rowan plc	 Annual report and accounts 2013
Overview 
The shape of our business
People
Wealth management is a people business. While we 
continue to invest in systems and processes, and to make use 
of the latest technologies – in online aggregation for example 
– clients simply want to work with an individual they trust 
will give them expert, unbiased advice based on a thorough 
understanding of their needs, backed by high-quality 
research and strong administrative capabilities. Hiring and 
motivating the best people is key to our future. 
 
Processes and platforms
From ICT – our IT and communication infrastructure – to 
the migration of client assets onto TD Wealth’s platform, we 
have invested in turning Ashcourt Rowan into an efficient, 
modern wealth manager with the ability to ensure that we 
can access the right investment options for our clients cost-
effectively, manage their portfolios actively, and provide our 
people with the right tools and resources.
 
Propositions
The Retail Distribution Review (RDR) brought a revolution 
to the financial services industry that is about more than 
removing commission bias, but also the way we offer advice 
to our clients. We firmly believe that we have built the right 
capabilities for this new world and that we will attract people 
to us as a result. We have central investment and financial 
planning processes that the firm believes in and is rightly 
proud of. The roles of the central research and paraplanning 
teams are important in helping our financial planners and 
investment managers deliver a great service to our clients.
Ashcourt Rowan was nominated for two Money Marketing 
awards in March 2013, winning one and coming third in the 
important Large IFA of the Year category. The firm’s win 
was for Ashcourt Rowan paraplanner Amanda Curd who 
was shortlisted for, and won, the “Best Paraplanner” award. 
In June 2013 we were named as one of Private Client 
Practitioner’s Top 25 Financial Planning Companies.
  6 Ashcourt Rowan plc Annual report and accounts 2013
¡is year’s ”nancial outturn, as reported, of an underlying 
EBITDA pro”tability of £2.8 million is above both our and 
the market’s expectations and, combined with the delivery  
of a 14% underlying operating margin in the second half of 
the year, endorses the progress the Company has made  
in a relatively short period of time. In my report last year,  
I outlined the key drivers of our Change Management 
Programme and I am pleased to report our progress against 
those metrics:  
Reduce cost base by £5.2 million
On an annualised basis we have reduced our cost base by over 
£7 million, compared to a target of £5.2 million, and continue 
to keep a tight control on all costs. ¡is ”nancial year will 
allow a small amount of further cost reductions as we reap  
the rewards of completing our transition to an outsourced 
operating platform for our investment management business. 
I am determined to advance the business to an operating 
pro”t margin of 25% or more over the medium term.
I am delighted to deliver this, my  
second annual report, against the 
backdrop of significant progress in your 
Company. The 20 months since my 
arrival have been focused on fixing the 
business from a financial, operations, 
integration, regulatory and proposition 
point of view. I am able to tell all our 
stakeholders that the re-organisation 
phase is complete and the Company  
is ready for growth.
 
Group chief executive’s report
Jonathan Polin Group Chief Executive
Half year
14
2
3
-2
Underlying EBITBA margin (%)
Note: H2 results including year end adjustments.
  Sep-11 Mar-12 Sep-12 Mar-13 
Total headcount
• Revenue generators
• Support and others 
Note: Includes temporary project resources and consultants (FTEs respectively).
  Sep-11 Mar-12 Sep-12 Mar-13 
79
108
103
114
201
233
219
259
373
341
322
280 Financial statements 
Highlights of the year
7 Ashcourt Rowan plc	 Annual report and accounts 2013
Business review
Group chief executive’s report
People 
 “  There is a lot of behind the scenes work in wealth 
management that clients don’t see but which is 
important in ensuring we deliver well-researched 
solutions and effective administration of our clients’ 
investments and financial affairs.”
Chay Fox Operations Director, Ashcourt Rowan Financial Planning 8 Ashcourt Rowan plc Annual report and accounts 2013
Both the disposal of Ashcourt Rowan Administration 
Limited and the integration of Savoy have resulted in us 
being able to simplify our structure by reducing our regulated 
entities from four to two. ¡is has created a small reduction in 
our capital adequacy requirements. We are now focused on 
our core businesses and specialisms, and have created the 
right structure for success. 
We have continued to re-size the business to compete,  
but our eœciency programme has ensured that headcount  
has been kept under tight control. Today the Group has  
257 permanent full time employees against 373 in September 
2011. ¡is number includes the recruitment of some 
signi”cant hires who are already making a very positive 
impact across the Group. In December, Emily Morris joined 
as our group head of marketing, which will be a pivotal role  
as we aim to achieve organic growth across both our 
investment management and ”nancial planning businesses.  
In January, David Palmer joined us as business director of 
Ashcourt Rowan Asset Management, a key role for the 
Group. Steven Midgley joined us in June to hold the same 
role for the ”nancial planning business. We have also recently 
recruited Niral Parekh to head up group risk and Kevin 
Norman as head of investment management middle oœce.
In August, Gaius Jones arrives to assume the position of  
chief executive of Ashcourt Rowan Financial Planning from 
Towry where he was a main board director. In October, 
Harry Burnham will join us from Brewin Dolphin where  
he was an investment director. He will join the Board of 
Ashcourt Rowan Asset Management and help steer the 
business to growth in the high net worth market place.  
I am delighted we have been able to persuade individuals  
of their standing in the industry to join us.
¡ese hires are testament not only to the huge improvements 
we have achieved in your Company but also the perception 
and high regard the Group is now held in amongst our peer 
group. ¡ese key hires have a halo e¦ect upon the business 
and, as a result, there are a number of high-quality investment 
managers and ”nancial planners who wish to join the Group 
over this ”nancial year.
Key market opportunities
¡is industry is in a state of 	ux and the advent of RDR will 
shake out the winners and losers. I have believed for some 
time that wealth management will be the most exciting 
sub-sector of ”nancial services over the next three years and 
there will be huge opportunities to drive change and e¦ect 
consolidation in the industry. By meeting and exceeding the 
demands of regulation, not only will we deliver a sustainable 
and growing business, we will also assist in developing a 
proper professional services industry in the delivery of 
high-quality ”nancial planning and investment management.
Achieve increased run rate profitability 
on continuing operations
I am delighted that we have delivered a vast improvement  
in the underlying pro”tability outturn this year of £2.8 million 
compared to last year’s result of £0.45 million or £0.26 million 
on a continuing like-for-like basis. We have also made 
signi”cant investment into our Company over the last  
12 months, which has been funded by cash 	ows, in the 
main, demonstrating the sustainability of our ”nancial 
position. Al”o Tagliabue, chief ”nancial oœcer, has worked 
tirelessly to power the ”nancial re-engineering of your 
business, which could not have been achieved without his 
drive and expertise.
Operating platform
A strategic imperative for me on joining was to modernise  
our asset management operating platform and I am delighted 
to report that the transition is now substantially complete. 
¡is has been a huge task for the Group in transitioning and 
integrating three operating platforms across to TD Wealth’s 
system and I would like to thank Richard Sinclair, chief 
operating oœcer, under whose stewardship and focused 
leadership this project has been delivered. He has been 
supported by a fantastic project team and all members of  
the investment management business have worked hard to 
ensure its success, delivered on budget and on time.
Integration of funds under influence 
(FUI) on to our wider advisory platform
¡e integration of FUI on to our ”nancial planning  
advisory platform has been slower than I would have liked  
for a number of reasons. First, the ability of all our product 
providers to deliver the clean RDR-ready share classes was 
beset with technical issues, delaying our e¦orts. Secondly,  
the advised process for our clients under the new replacement 
business rules was also slower than I had anticipated. 
However, the project is now well underway and, although  
it will take a number of years to complete, the outcome will 
be worth the additional e¦ort as we will enable our clients  
to see all of their assets in one place.
Over the period we have also focused the business on  
its core competencies. We have merged the Savoy and 
Ashcourt Rowan Asset Management businesses to form  
one vibrant and streamlined asset management business.  
We took the decision to sell Ashcourt Rowan  
Administration Limited’s self-invested and small  
self-administered pension scheme business at the end  
of the ”nancial year. ¡is subscale business needed  
investment to deal with the modern market place and  
a total consideration of up to £1.3 million including  
deferred was an attractive price for the business. 
Group chief executive’s report continued 9 Ashcourt Rowan plc	 Annual report and accounts 2013
Process
 “ Our investment offering is powered by a central 
investment process which has a multi asset class 
approach and is risk-graded based on a client’s 
attitude to risk and time horizon. Importantly it is 
then delivered locally by our investment teams who 
understand their clients’ needs best.”
Toni Meadows Chief Investment Officer, Ashcourt Rowan Asset Management
Business review
Group chief executive’s report Investment management business update
During this reporting period we have made signi”cant 
progress in our investment management business. I am 
pleased with the progress the team has made in reorganising 
our central investment proposition. ¡ey have developed a 
robust research process and investment models, and provided 
the intellectual rigour required to address and deliver better 
outcomes for our clients. ¡is new research process has 
contributed to the excellent returns seen in our managed 
portfolio service.
We are, through the legacy issues we inherited in the old 
Savoy business and in Ashcourt Rowan Asset Management, 
close to completing the re-papering of 10,000 clients and 
re-assessing their risk requirements and investment objectives. 
¡is has been a huge, but necessary, project and will ensure 
that all our clients are well serviced by the Group.
We have also worked hard on re-de”ning our discretionary 
portfolio management services for IFAs. ¡is is a signi”cantly 
growing market and I am keen that we increase our  
market share. 
As with all businesses, there are still areas we need to improve 
over the coming months, but these enhancements in service 
and proposition are business as usual tasks that will enrich our 
proposition and augment our service o¦ering. 
Our investment management is a key driver of growth for 
your Company. I believe we have a sound and marketable 
proposition, and the key metrics for the year ahead will be 
delivering asset growth and revenue. 
Key market opportunities continued 
For too long this industry has been dominated by subscale 
cottage industry and lifestyle businesses, and now their time 
has run out. Consolidation opportunities are currently high 
and I believe will only accelerate over the next 36 months.  
It has been imperative for me to ensure that your Company 
has the systems, operating platform, regulatory robustness 
and culture to allow it to be capable of acquiring and driving 
change and scale. 
In addition to pursuing organic growth opportunities, the 
Company is now in a position to drive additional growth 
through acquisition. However, we will be focused in the 
targets we approach and robust in ensuring we create 
shareholder value. We are creating a ”nancial services 
company with a broad waterfront that delivers multiple entry 
points for clients whilst allowing di¦erent client types 
alternative ways of engaging with us. Our acquisition policy 
will not just be about gathering assets but a directed strategy 
based on delivering these aims and thus shareholder value. 
Group chief executive’s report continued
10 Ashcourt Rowan plc Annual report and accounts 2013
Strategy overview: a planned approach
Stage 1 Integrate AR business model and
 platform to support growth 
 
 
 
 Optimise service proposition to 
 existing clients 
 
 
 
 
 
Stage 2 Focus on organic growth through 
 ARFP and intermediary channels 
 
 
 Seek non-organic growth  
 and consolidation opportunities
• Deliver cost savings
• Clear and sustainable  
incentive model
• Clear pricing model
• Integrate ARAM and Savoy on 
single operating platform
• Create coherent segmented 
offering with strong central 
research capability
• Conversion of existing FUI to  
most suitable platform to clients – 
Advisory or Discretionary
• RDR adviser charging on  
legacy book
• New client acquisition
• Proposition for/recruitment of new 
Financial Planners 
• Intermediary proposition
• Corporate proposition expansion
• Independent Financial Advisor/
Financial Planner consolidation
• Team lift-outs and book acquisitions
• Mergers and acquisitions
  • Completed
  • Key priorities Business review
Group chief executive’s report
11 Ashcourt Rowan plc	 Annual report and accounts 2013
Proposition
 “ We aim to make sure that individuals understand  
the advice they are being given, the risks as well as 
the potential rewards, so that they can make better 
sense of their wealth and have confidence in the 
decisions they make.”
Emily Morris Group Head of Marketing, Ashcourt Rowan plc 12 Ashcourt Rowan plc Annual report and accounts 2013
We will achieve this via the following:
1 ¡e delivery of our new discretionary investment 
management solutions for external IFAs.
2 Continuing to o¦er our existing ”nancial planning 
clients access to our new advisory platform, allowing 
them to see all their assets in one place with  
24/7 valuations.
3 Developing our corporate pensions business further and 
growing our share in a vibrant market.
4 Developing our joint venture businesses and delivering 
our proposition to more of their clients. 
5 Creating new relationships with professional introducers, 
controlled and managed centrally.
6 Providing a greater range of services to our clients 
through our relationships with complementary 
businesses that give us a greater product suite but, more 
importantly, add greater value for our clients.
7 Ensuring all of our ”nancial planning clients are 
transferred to our new adviser charging model as trail 
commission is removed from the business.
8 Recruitment of new investment managers and ”nancial 
planners that meet our exacting standards. 
9 Building on acquisitions, either small businesses or teams, 
in both asset management and ”nancial planning, that can 
be fully integrated into our model and operating platform.
10 Looking at appropriate larger M&A activity that can  
act as an accelerator of growth and deliver competencies 
that the Group is looking to build on – for example, 
corporate pensions.
In summary, this has been a hugely challenging year for your 
Company, yet it is one that has exceeded expectations and 
delivered on all its promises to shareholders. ¡is ”nancial 
year is about proving to our shareholders that your Company 
can also be successful in growing revenues.
I have been fortunate to lead a group of committed and 
determined individuals – a team that is dedicated to winning 
and delivering value. I would like to thank all of our sta¦ for 
their hard work, fortitude and belief, without which I would 
have been unable to deliver the achievements we have made.
I am con”dent in our ability to meet the challenge of growth 
and believe passionately in our ability to take advantage of  
the opportunities that our sector presents. I look with 
excitement to the year ahead and I am committed to leading 
the Company to deliver value to our shareholders through 
focused execution of our vision.
 
Jonathan Polin 
Group Chief Executive Ofﬁcer
1 July 2013
Financial planning update
Our ”nancial planning business is the principal  
mechanism for attracting new clients into the Group. I 
believe passionately in the need for holistic ”nancial advice 
and see the growth in our core market of the mass a®uent  
as the key opportunity.
¡e regulatory changes of the Retail Distribution Review 
have enabled us to upscale our talent pool and deliver 
appropriate transparent charging and a more detailed 
proposition to our clients. I fundamentally believe that  
RDR has been good for our clients and for the industry.  
We have developed a compelling proposition that gives 
clients the choice of our full advice service and options to  
do some less complex tasks, such as choosing an ISA 
themselves, via our advisory platform. I believe that giving 
clients choice and 	exibility of o¦ering will be fundamental  
to developing trust, and attracting clients from all segments  
of the advice spectrum.
I was delighted that the Group was chosen from a wide  
range of our peers to be awarded the exclusive rights to advise 
the current and potential clients of Care UK. Care UK is one 
of the UK’s largest providers of long-term care. In addition 
we have formed an important and valuable relationship with 
PMI, a large corporate bene”ts business, to advise, where 
required, their clients on corporate pensions. We are 
investigating with PMI further areas where we can extend  
our relationship.
Focus for 2013/14
Over this ”nancial year I want to see further growth in our 
corporate pensions business. I believe corporate pensions and 
workplace savings will be a key driver of business both for our 
”nancial planning business and our investment management 
solutions.
As part of our mission to clean up the business, we reviewed 
revenue generators that were unable to meet the requirements 
of our model, cultural or otherwise. ¡is led, as reported in 
our interim results, to the removal of assets, clients and the 
revenue allocated to them. Having spent the majority of the 
year developing the platform, our key focus for 2013/14 is on 
building the revenue line.
Group chief executive’s report continued Review 
Financial review
13 Ashcourt Rowan plc Annual report and accounts 2013
Financial review
2012/13 has been a year of signi”cant change, advancement 
and achievement for your Company from many perspectives, 
and I am pleased to say that is re	ected in ”nancial outcomes 
for the last 12 months.
Profitability
We look at underlying EBITDA (earnings before interest, 
tax, depreciation, amortisation, exceptional and share-based 
payment costs) as the key measure of operating pro”tability. 
On a continuing basis, the business delivered underlying 
EBITDA of £2.8 million for the full year 2012/13, a marked 
increase over the £0.3 million (£0.4 million including the 
pension administration business held for sale) delivered in the 
last ”nancial year. Particularly pleasing is the strong progress 
made during the second half, with underlying EBITDA  
of £2.4 million in addition to the £0.4 million reported in the 
six months to September 2012, restated to exclude the 
Administration business held for sale.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
While seasonal pro”le and year end adjustments have  
an impact, it is important that we achieved a double digit 
underlying EBITDA margin during the second half of 
2012/13, ahead of expectations and previous guidance to 
shareholders, with an 8% margin for the year as a whole.  
Our aim is to continue this progress over the next two years  
to deliver margins in line with both our successful peers  
and the sector potential.
Despite signi”cant planned investments in the new  
operating platform and Change Management Programme, 
the vast majority of which have been expensed as costs rather 
than capitalised, EBITDA after exceptionals was just below 
break-even at £(0.3)m, a marked improvement on the  
£(1.0)m loss recorded in the previous ”nancial year. 
Review in brief 
Consolidated return of Group to underlying pro”tability:  
£2.8 million in underlying EBITDA
Exceeded cost reduction targets: recurring costs reduced  
from £18.4 million in ”rst half of 2011/12 to £14.5million in 
the second half of 2012/131
Returned to revenue growth in second half after expected 
reduction due to planned exit of selected revenue generators
Solid balance sheet position: no debt and cash at £8.0 million 
A simpli”ed business focusing on core investment 
management and ”nancial planning activities
Loss before tax stable at £(2.5)m, re	ecting investments  
in Change Management Programme, restructuring costs  
and accelerated depreciation of legacy systems being 
decommissioned
 1  Note: excluding costs in pension administration business held for sale at year end.
Alﬁo Tagliabue Group Chief Financial Ofﬁcer
Underlying EBITBA (£m)
Half year Losses before tax
 Sep-11 Mar-12 Sep-12 Mar-13
• Continuing business (excluding pension 
administration)
Note: 2012/2013 number include 
accelerated depreciation of legacy 
systems (£0.8m) in addition to 
recurring amortisation and 
depreciations.
 Mar-11 Mar-12 Mar-13
  restated
(5.8) (2.5)
0.37
0.59
(0.33)
(2.5) 2.39 14 Ashcourt Rowan plc Annual report and accounts 2013
Proﬁtability continued
¡e above numbers are stated excluding a pro”t from 
non-continuing operations of £0.2 million for the year, 
including provisions for potential costs relating to client 
remediation including Savoy Past Business Review. ¡is 
relates to our pension administration business being sold. 
Since the transaction completed on 22 April 2013, after  
the reporting date, the business has been treated as held for 
sale at year end and hence as a discontinued business.
Loss after tax stood at £(2.1) million, an improvement on 
£(2.6) million in 2011/12. In addition to exceptionals, this 
includes amortisation and depreciation charges, and was 
impacted by the accelerated depreciation charge (a total of  
£1.0 million for the year) related to the legacy Tercero system 
that is becoming redundant with the move to the new  
single operating platform.
Financial review continued
EPS (p/share) – continuing
Cost reduction
In the strategic plan articulated to shareholders in November  
2011 we identi”ed cost savings as a key requirement to  
return the Group to a sustainable footing and to build robust 
foundations for our organic and non-organic growth strategy.
We are pleased to report that we have exceeded the aggressive 
target (£5.2m run-rate) we set ourselves both in terms of the 
size of cost savings delivered and the timeframe in which we 
delivered them.
Total operating costs, including discontinued businesses 
(excluding exceptional, depreciation, amortisation and 
share-based payments), stood at £30.3 million for the year 
(£29.8 million if discontinued operations are excluded),  
a reduction of £5.7 million from £36 million operating  
costs in 2011/12. As importantly, the total operating costs  
on a continuing basis for the six months to 31 March 2013  
were £14.5 million, a £3.9 million reduction (or  
£7.8 million annualised) relative to £18.4 million in the  
”rst half of 2011/12 before the implementation of our  
cost reduction programme.
¡e above achievements are even more pleasing given the 
signi”cant reinvestment in areas key to the future growth of 
the business, including our central research and investment 
capability. We continue to focus on cost discipline and 
controls, and to look at areas where we can deliver further 
eœciencies to reinvest in supporting our growth plans.
Group headcount stood at 280 at the end of March 2013 
including full-time, part-time and temporary employees, with 
full time equivalent permanent employees at 257. ¡is is a 
substantial reduction from 341 at the start of the ”nancial year 
and 373 in September 2011.
Full year
35.5
29.8
Cost base development
1
 continuing business (£m)
Half year
 Sep-11 Mar-12 Sep-12 Mar-13
• Other costs
• Staff costs (including incentives and bonus accruals)
1 Excludes exceptional, includes staff related costs (healthcare, etc) and certain 
exceptional consultant costs.
  Mar-12 Mar-13
9.8
4.7
20.1
9.7
11.6
5.5
12.4
6.16
10.3
5.0
24.0
11.5
18.2
17.1
15.3
14.5
Note: 2012/2013 numbers include accelerated depreciation of legacy systems (£0.8m)  
in addition to recurring amortisation and depreciations.
(11.02) (28.73)
(8.74)
Half year
 Mar-11 Mar-12 Mar-13
  restated
(28.73) (11.02) (8.74) Review 
Financial review
15 Ashcourt Rowan plc Annual report and accounts 2013
Revenue performance
Group total revenues in 2012/13 were £33.3 million or  
£32.6 million excluding Ashcourt Rowan Administration 
Limited, the pension administration business disposed  
after the year end.
Overall revenue was down against the previous year primarily 
due to the loss of revenue from the planned exit from the 
business of a number of revenue generators. It is also a result 
of weaker non-recurring fee generation from our ”nancial 
planning subsidiary as the consequence of both preparing  
for RDR during 2012 and unpro”table revenue generators 
being exited from the business. 
We can, however, report an increase in second half  
revenue to £17.2 million (£16.9 million excluding 
discontinued business), a £1.1 million increase on ”rst half 
reported revenue of £16.1 million (£15.7 million excluding 
discontinued business).
Importantly, recurring revenue remained solid during the  
year at £21.5 million (2011/12: £21.5 million) excluding 
discontinued business. Recurring revenue represented 66% of 
total revenue in 2012/13. Our strong focus going forward is 
on increasing revenue from management fees and recurring 
revenue, and thus quality and predictability of earnings.
Continuing business revenue by type (£m)
Half year Full year
 Sep-11 Mar-12 Sep-12 Mar-13
• Non-recurring revenue
• Recurring revenue
  Mar-12 Mar-13
10.59
6.28
21.50
11.10
10.69
7.00
10.78
7.25
10.91
4.82
21.47
14.25
32.60
35.72
16.87
15.72
17.69 18.03
Funds under management and influence
During the year, total assets under management and in	uence 
decreased, as expected, to £3.7 billion from £4.1 billion in 
March 2012 and £3.8 billion in September 2012, primarily as 
the result of the already reported planned exit of a number of 
revenue generators.
During the year we attracted subscriptions by new clients  
of around £138 million into our asset management business 
which now manages, or advises, on £1.88 billion of assets.  
¡e combination of new client in	ows and performance 
growth resulted in discretionary and managed assets remaining 
broadly 	at at £1.6 billion, o¦setting the reduction from 
departing investment managers. As a result, discretionary or 
managed assets – a primary driver of value – represent over 
85% of the total assets within investment management and 
43% of assets under management or in	uence in the group,  
a 4% increase over 39% at 31 March 2012.
Assets under in	uence remained broadly stable at around 
£1.85 billion. Our current focus is on transferring legacy assets 
under in	uence to the most suitable service agreement and 
platform for our clients. In doing so we believe there will be 
signi”cant opportunities to provide additional value to our 
clients, while strengthening our recurring revenue base.
1.46
0.49
1.62
0.50
4.46
3.93 4.09
3.76
3.73
Funds under management and influence (£bn)
 Mar 11 Sep-11 Mar-12 Sep-12 Mar-13
• Ashcourt Rowan Financial Planning Funds under influence
• Ashcourt Rowan Asset Management Advisory and execution only AUM (£bn)
• Discretionary and managed advisory AUM (£bn) 
2.35
1.66
0.45
1.85
1.60
0.28
1.97 1.98
1.90
1.57
0.29 Outlook and key risks
¡e ”nancial year just ended has been a period of enormous 
transformation in the industry and in our Company.
During the year we have invested signi”cant time and 
resources to address legacy regulatory issues and strengthen 
systems and controls. Included in our exceptional expenditure 
for the year is the £412,000 regulatory ”ne we reported in our 
interim statement relating to our legacy Savoy business that 
has now been integrated into Ashcourt Rowan Asset 
Management. We are completing a past business review 
across the Savoy book of business and we have provisioned in 
this year’s accounts for potential client compensation to the 
extent not covered by professional insurance.
¡e cost of compliance with regulation in the sector is 
increasing and so is the risk – ”nancial, operational and 
reputational – of non-compliance. With that in mind we 
continue to put our governance, controls and compliance –  
in particular client suitability – at the centre of what we do. 
We believe that ultimately this will be an opportunity rather 
than a threat to the business as we go forward.
While the industry is undergoing signi”cant changes that  
will result and have resulted in challenges for all the 
participants, we believe the substantial progress made during 
the last 12 months puts us in an ideal position to bene”t from 
the opportunities the industry transformation will bring and 
to deliver value to our shareholders.
We would like to thank both you, our shareholders,  
for your support in embarking in this exciting journey and  
our sta¦ for the hard work and commitment to delivering  
this transformation.
 
Alﬁo Tagliabue 
Group Chief Financial Ofﬁcer
1 July 2013
16 Ashcourt Rowan plc Annual report and accounts 2013
Capital and cash position
¡e Group maintains a solid balance sheet with virtually no 
debt and a strong cash position at £8.0 million and net assets 
of £9.8 million, excluding goodwill, intangibles and assets 
held for sale. ¡e quick actions taken on the cost base have 
enabled us to maintain a strong cash position despite the 
signi”cant investment in the Change Management 
Programme. Given the stronger underlying operating cash 
generation position and the completion of the Change 
Management Programme during the ”rst half of the new 
”nancial year, we expect our capital position to strengthen, 
increasing our ability to invest organically and non-organically 
to support growth.
Regulatory capital requirement for continuing business across 
the Group at year end was around £5.4 million.
A simplified business
During the year we have worked to simplify the business to 
allow sharper focus on the activities that are core to our 
strategy and the delivery of our growth potential.
• A core premise of our Change Management Programme 
has been to harmonise and simplify processes throughout 
the business. ¡e transition to a single outsourced 
operating platform for the investment management 
business is a fundamental step in this direction.
• We have continued in our e¦orts to simplify our legacy 
Group structure and remove subsidiaries no longer 
needed.
• Of particular notice is the integration of the Savoy 
business into Ashcourt Rowan Asset Management, both 
simplifying the business and ensuring we have one single 
set of strong processes to support it.
• ¡e disposal of our personal pension administration 
business, accounting for around 2% of total group 
revenues, reduces both distraction and risk in a  
highly-regulated sector with the prospect of increasing 
capital requirement.
¡e above will result in reducing the number of regulated 
entities within the Group from four to two once the FCA 
permissions are formally removed.
Financial review continued 17 Ashcourt Rowan plc Annual report and accounts 2013
Review
Operational review
Operational review
Operations platform
One of the key priorities outlined last year was the need 
for a single operating platform and, for the past year, this 
is where the bulk of the change team’s e¦orts have been 
focused. I am delighted that these e¦orts have been fruitful 
and we have delivered the new investment management 
operating platform; an outsourced portfolio, settlement 
and custody service. ¡e platform is based on JHC’s Figaro 
software, powered by expert operations sta¦ from TD Wealth 
Institutional. ¡e platform has been delivered in three phases: 
development of a platform for new clients; migration of 
Ashcourt Rowan clients who had been using an in-sourced 
operating model; and ”nally, migration of those clients 
into Ashcourt Rowan, following the integration of Savoy 
Investment Management. 
¡is new system has already begun to pay dividends for 
the investment managers who, fully trained, are able to 
take advantage of modern investment management tools. 
Similarly, the operating platform will also deliver signi”cant 
operational leverage. ¡e centralisation and aggregation 
of assets on it has made operational support simpler and 
signi”cantly cheaper to expand assets under management. 
Controls and governance 
In tandem with the development of the operating platform, 
we have delivered a past book review, and also completed a 
new set of operating procedures. ¡ese new procedures are in 
place to ensure that our controls and governance mechanisms 
are aligned with the demands of the industry’s new regulatory 
environment – speci”cally with regard to the changes around 
the Retail Distribution Review, which took e¦ect at the 
beginning of the year. 
Operations restructure
Delivery of the operating platform has also allowed  
for a reduction of our operational costs immediately.  
¡e back-oœce hub in Kings Hill has been closed reducing 
our occupancy and sta¦ costs, although the core of our 
experienced team has relocated to London, to form a  
new, combined middle oœce. 
As Jonathan explained in the  
chief executive’s report, the past year 
has been one of transformation for your 
business. If last year’s chief operating 
officer’s report was characterised by 
the planning of a detailed Change 
Management Programme, this year’s 
report is about its delivery and the 
exciting changes to the business that 
have resulted. 
Richard Sinclair MBE Group Chief Operating Ofﬁcer Facilities 
¡e facilities team has been providing great support; casting 
a professional, determined eye on the rationalisation of the 
estate and occupancy costs. ¡ere have been several notably 
successful rent rebates delivered. ¡is diligence has allowed 
us to reduce the number of oœces from 18 to 13 and, as 
importantly, create consistency across the branding in all of 
our regional oœces. Your team is now able to give the best 
possible advice locally, in an environment that is optimised 
for its purpose, with an increase in occupancy density and a 
concurrent reduction in costs. 
Core functions
None of these many changes would have been possible 
without the support of the core functions team, which has 
enabled the business and provided enduring support to it, 
throughout the omnipresent diet of change. Great examples 
of improvement can be found in the HR team which has 
reduced our administration burden, and Al”o’s ”nance team 
which has signi”cantly increased productivity, management 
information and controls. 
Looking forward
Over the next year, there will still be much to do, although 
the focus will switch from delivering an exceptional change 
program, to delivery of continuous improvement, re”nement, 
and support of revenue-growth initiatives. For example, 
while the ICT team will continue to support the business, 
adding to the positive user experiences, they have transitioned 
into an enablement phase. ¡is will see the introduction of 
new ICT services, focused at the point of sale and in client 
support more generally. Similarly, the ”nancial planning 
operations team is further developing the functionality of the 
client’s advisory platform. Meanwhile, the asset management 
operations team is working with our partners to ”ne tune its 
use of the new operating platform, streamlining the client 
on-boarding process. 
Your operating team has had a demanding year of change, 
but importantly, together, we have been e¦ective in changing 
the working culture of your business. Now, we have very 
competitive tools at our disposal, and a motivated, focused 
team. We are eagerly anticipating reaping the rewards of our 
investment in infrastructure, to deliver support on this year’s 
drive for growth. ¡ank you all for the support on the climb.
 
Richard Sinclair 
Group Chief Operating Ofﬁcer
1 July 2013
18 Ashcourt Rowan plc Annual report and accounts 2013
Operational review continued
Disposal of Ashcourt Rowan 
Administration Limited
Similarly, the administration of our clients’ pension assets 
has also been simpli”ed signi”cantly, following the sale of 
our pension trustees companies – Ashcourt Rowan Pension 
Trustees Limited and Robinson Gear (Management Services) 
Limited – to Mattioli Woods. ¡e additional bene”t of this 
transaction is a tangible increase in the management’s focus 
on the core parts of our business. 
ICT
Of course, all of the technology developments rest on  
our ICT infrastructure. ¡is was recognised in the Change 
Management Programme which detailed an ICT stabilisation 
and build phase, covering most aspects of our technology 
platform. Subcomponents of that plan included: 
improvements in security; provision of greater bandwidth; 
faster remote access provisions; contingency planning  
and disaster recovery capability, with service delivery 
improvements to all system users.
Our highly-skilled ICT team has completed the  
stabilisation and build phase, creating a new virtual private 
cloud. ¡is new infrastructure has already demonstrated 
exponential improvements across several technology metrics 
but, most importantly, a noticeably improved user experience 
and much greater system availability. Better still, it is a  
design built to be scalable. 
Marketing and business development
Shareholders will hopefully have noticed an upturn in our 
external pro”le particularly that of our investment research 
department. ¡is is related to the rebuilding of our marketing 
team and, as well as telling our message to the outside world, 
we continue to improve communication on change internally 
to support the change programme and refocusing of our 
business. 
An improved marketing resource will increase our capacity to 
support organic growth through the acquisition of new clients 
directly and via important external professional groups such as 
solicitors, accountants and ”nancial planners.  19 Ashcourt Rowan plc Annual report and accounts 2013
Business review
Highlights of the year
Review
Business review
Business review
Other/operational risks
Financial regulations
¡e Group’s operations are subject to ”nancial regulations 
in each of the jurisdictions in which it operates. ¡e Group 
conducts its businesses subject to ongoing regulation and 
associated regulatory risks, including the e¦ects of changes 
in the laws, regulations, policies, voluntary codes of practice 
and interpretations in the UK and the other markets in which 
it operates. ¡e Group is subject to the risks inherent in all 
regulated ”nancial businesses of having insuœcient resources 
to meet the minimum regulatory capital requirements. In 
addition, these minimum regulatory requirements may 
increase in the future. Future changes in regulatory, ”scal 
or other policies are unpredictable and beyond the control 
of the Group. Alterations to the regulatory requirements 
in any other jurisdiction may adversely a¦ect the Group’s 
performance. In addition, any breach of relevant regulatory 
requirements may result in regulatory sanction. ¡e Group 
is exposed to various forms of legal and regulatory risk, 
including the risk of acting in breach of legal or regulatory 
principles or requirements, any of which could have a negative 
impact on its results and/or its relations with its clients.
As part of its Change Management Programme the Group 
has put speci”c emphasis on a control and governance stream 
to ensure our controls are robust and our model is compliant 
and future proof, in particular with reference to changes 
following the introduction of RDR. ¡e compliance teams 
regularly engage with the management and sta¦ to ensure the 
Group is kept updated with regulatory changes. Furthermore 
the Group management strongly believes in the virtues of a 
proactive, transparent and collaborative engagement with the 
regulators to mitigate risk and adapt to future requirements in 
a changing industry.
Global economic conditions
¡e Group’s businesses are subject to inherent risks arising 
from general and sector speci”c economic conditions in 
the global markets in which they operate. Unfavourable 
developments, such as the ongoing diœculties in the ”nancial 
sector and slow or negative economic growth rates, have 
adversely a¦ected the Group’s ”nancial performance in the 
past and could continue to impact its pro”tability.
Over the majority of the past ”ve years, the global economy 
and the global ”nancial system have been experiencing 
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 UK commercial banks, investment banks, asset and 
fund managers, insurance companies and other ”nancial and 
related institutions.
Key performance indicators
Historically the Group has used a number of ”nancial 
performance measures to monitor its achievements 
throughout the year. ¡ese ”nancial key performance 
indicators (KPIs), which were used for the period under 
review, are measured and reported to management on a 
monthly basis. ¡ese include, amongst others, consolidated 
and segmental full P&Ls, aged debt position, cash and capital 
position overall and against regulatory requirements, and 
movements in funds under management and in	uence.
In addition, other performance indicators used by the Group 
to monitor its activities in the year under review include:
• levels of new client business;
• investment performance;
• levels of dealing activity;
• sta¦ training requirements;
• compliance and regulatory issues; and
• client satisfaction.
¡e Group is continuing to review its management 
information and KPIs 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 Group  
each year and progress against these are monitored 
throughout the year by the Board.
Risk management
¡e Group reviews its risk management framework routinely 
in order to ensure that it meets the business needs and 
regulatory requirements of the new economic environment 
that has now developed. ¡ere is a Group Risk Committee, 
which has terms of reference and whose activities are 
summarised within the Corporate Governance section of this 
report. ¡e principal risks that face the Group are described 
below. ¡ese principal risks and uncertainties have not 
changed materially since the 2012 Annual Report.
Financial risks
¡e principal ”nancial risks that the Group faces together 
with the policies and procedures for the monitoring and 
management of those risks are set out in Note 28 to the 
consolidated ”nancial statements. 20 Ashcourt Rowan plc Annual report and accounts 2013
Business review continued
Other/operational risks continued
Global economic conditions continued
A general economic deterioration in the UK and/or other 
major economies, including, but not limited to, business 
and consumer con”dence, unemployment trends, the state 
of the housing market, the commercial real estate sector, 
equity markets, bond markets, foreign exchange markets, 
counterparty risk, in	ation, the availability and cost of credit, 
lower transaction volumes in key markets, the liquidity of 
the global ”nancial markets and market interest rates, could 
reduce the level of demand for, and supply of, the Group’s 
products and services.
While it is not possible for the Group to control global 
economic conditions, it manages and mitigates the risk 
through review of its strategy, assessment of potential impact 
of ongoing economic factors on the Group’s business and, 
importantly, of its services and cost base.
Key employees
¡e success of the Group depends upon the support 
and experience of its employees and, in particular, senior 
management and investment managers. ¡e loss of key 
employees from the Group could have a material adverse 
e¦ect on its results, operations, ”nancial condition, 
performance or prospects.
¡e Group faces intense competition from within the 
”nancial services industry and from businesses outside the 
”nancial services industry for quali”ed employees. ¡e 
future success of the Group will depend upon its ability to 
attract and retain highly-skilled and quali”ed personnel. ¡e 
failure to attract or retain suœcient numbers of personnel 
could seriously impede the Group’s ”nancial plans and other 
objectives, and ultimately lead to a reduction in funds under 
management.
¡e Group mitigates this risk through a combination of 
pro”t driven incentive structures for key revenue generators, 
developing sta¦ internally, fostering an attractive working 
environment and looking at e¦ective models to attract new 
advisers and investment managers to expand its revenue base.
Client relationships
Should certain key clients elect to reduce or liquidate their 
investments managed by the Group, this would lead to a 
material impact on the ”nancial performance of the Group.
¡e risk is mitigated through diversi”cation – with no single 
client or relationship currently accounting for a signi”cant 
proportion of the Group revenue base – and through 
continued emphasis on service delivery to clients.
Political or economic instability
Political 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 UK and international economic 
conditions generally and more speci”cally on the business 
and results of the Group in ways that cannot necessarily be 
predicted.
While diœcult to mitigate the risk overall, the Group 
maintains business continuity and disaster recovery plans.
Market counterparties
¡e Group may from time to time have exposure to 
market counterparties whose creditworthiness or perceived 
creditworthiness is deteriorating as a consequence of 
deterioration of the value of underlying assets. Although the 
Group tries to limit and manage direct exposure to market 
counterparties, indirect exposure may exist through other 
”nancial arrangements. ¡e Group may also be exposed to 
the credit risk of the counterparties with respect to payments 
under derivative instruments. Failure by a counterparty to 
make payments due under a derivative instrument may reduce 
the Group’s income and adversely a¦ect its results.
¡e risk is mitigated through review of key counterparties and 
selection and due diligence on new counterparties.
Asset classes losing appeal
¡e Group manages investments in a range of asset classes, 
including UK and Continental European equities and 
”xed interest. Net in	ows into the Group’s assets under 
management are, in part, determined by the relative 
attractiveness to investors of the di¦erent asset classes that 
it manages. In 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 e¦ect on 
the Group’s business, growth prospects, sales, results of 
operations and/or ”nancial condition.
¡e Group does not specialise in a single asset class. ¡e 
risk is mitigated through the ability to invest in a range of 
traditional and alternative asset classes, and investment in 
funds across a wide range of assets.
Pressure on margins caused by competition and 
changes to distribution channels
¡e Group competes with global, national and local  
asset management companies, including banks and other 
”nancial services companies. If the market environment 
becomes more competitive or there are changes to the 
Group’s distribution channels, there may be increased 
pressure on revenue margins.
A failure by the Group to compete e¦ectively in this 
environment may result in the loss of existing clients and their 
business, each of which could have a material adverse e¦ect 
on the Group’s business, growth prospects, sales, results of 
operations and/or ”nancial condition.
¡e risk is mitigated by direct access to clients, minimising its 
value chain compression risk. Ultimately, the risk is mitigated 
through quality of service together with eœcient and cost 
e¦ective delivery. 21 Ashcourt Rowan plc Annual report and accounts 2013
Business review
Highlights of the year
Review
Business review
Inadequacy of systems and controls
¡e Group’s ”nancial and management controls have been 
reviewed and updated due to changes to the Group’s funds 
under management, its target market and legal and regulatory 
requirements a¦ecting the Group. 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 Group’s ability 
to execute its strategy and to analyse in a timely and eœcient 
manner its ”nancial and other business information, and 
may ultimately have a material adverse e¦ect on the Group 
business, growth prospects, sales results of operations and/or 
”nancial condition.
¡e Group’s ability to maintain ”nancial controls and provide 
a high-quality service to customers depends, in part, on the 
eœcient 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 Group’s ”nancial 
controls and customer service. Such interruptions could 
have a material adverse e¦ect on the Group’s business, 
growth prospects, sales, results of operations and/or ”nancial 
condition.
¡is risk is mitigated by developing policies and processes that 
identify, measure, monitor and control risks incurred by the 
Group, maintaining an organisational structure that clearly 
assigns responsibility, authority and reporting relationships, 
ensuring delegated responsibilities are carried out and 
monitoring the adequacy and e¦ectiveness of the internal 
control system. 
Acquisition risk
¡e Group has undertaken a signi”cant number of 
acquisitions in the past with 11 acquisitions having been 
completed since September 2005 when Ashcourt Rowan 
was admitted to AIM. Failure to carry out suœcient due 
diligence, ine¦ective warranties and cultural mismatch of new 
employees could result in anticipated value to the Group not 
being achieved.
¡e Group is primarily focusing on building on its  
existing client base, growing organically and ensuring it has 
a robust platform to integrate previous acquisitions, but also 
providing a strong and controlled framework to integrate 
future acquisition. ¡e management teams manage and 
mitigate this risk by identifying external consultancy ”rms 
to perform due diligence on specialist areas, in conjunction 
with internal subject matter resources, and setting up internal 
governance structure to review and assess the ”ndings  
against the overall ”t with the Group’s culture, growth 
ambitions and working practices. 
 
Other/operational risks continued
Loss of business reputation or  
negative publicity
¡e Group is vulnerable to adverse market perception since  
it operates in an industry where integrity and customer trust 
and con”dence are paramount. In addition, any negative 
publicity (whether well-founded or not) associated with 
the business or operations of the Group could result in a 
loss of clients and/or mandates by the Group. 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 e¦ect on the Group’s business, growth 
prospects, sales, results of operations and/or  
”nancial condition.
¡e risk is mitigated through strong governance,  
monitoring and controls. ¡e system and operating  
platform compliance and monitoring support elements  
are an important component in the Group selection of  
its operating platform partners.
Exposure to litigation
Because of the extent and complexity of the regulatory 
environment in which the Group operates and the types 
of products and services that it o¦ers, many aspects of the 
Group’s business are exposed to the substantial risks of 
litigation. If any litigation is brought in the future against any 
member of the Group, it could have a material adverse a¦ect 
on the Group’s business growth prospects, sales, and results of 
operations and/or ”nancial condition.
¡e Group’s insurance may not necessarily cover all or any of 
the claims that clients or others may bring against the Group 
or may not be adequate to protect it against all liability in 
respect of a claim or claims.
Loss of business continuity
¡e Group’s business operations, information systems  
and processes are vulnerable to damage or interruption  
from ”res, 	oods, chemical spillage, power loss, 
telecommunication failures, bomb threats, explosions or other 
forms or terrorist activity and other natural and man-made 
disasters. ¡ese systems may also be subject to sabotage, 
vandalism, theft and similar misconduct. ¡e same is true 
of third party providers on which the Group depends. ¡e 
Group’s core businesses have in place disaster recovery 
plans covering current business requirements. ¡e Board 
understands that key suppliers of administration, information 
technology services and other back oœce functions have 
disaster recovery plans and business continuity plans. If, 
however, the disaster recovery plans of the Group or key 
suppliers are found to be inadequate there could be an adverse 
impact on the Group’s business, growth prospects, sales, 
results of operations and/or ”nancial condition. 22 Ashcourt Rowan plc Annual report and accounts 2013
Hugh Ward 
Non-executive Chairman
Hugh Ward has worked in  
the investment services  
industry since 1973, holding 
senior positions with Schroders, 
Capital House and Invesco, 
where he was chief executive 
of the Group’s UK and offshore 
business, and a member of the 
Invesco Group Executive Board.
Hugh has experience leading signiﬁcant corporate restructuring and 
development activities, and currently acts as a non-executive and a 
consultant for a number of companies in the investment, property and 
technology sectors. As a former chief executive of Invesco UK, and a 
key architect of the merger between Invesco and Perpetual, Hugh is  
a signiﬁcant asset to the Ashcourt Rowan group following his recent 
appointment to the board of the Company as non-executive chairman.
Steve Haines 
Non-executive Drector
Steve joined the Company in 
August 2011, having worked in  
the asset management sector 
at Dwyer since 2009. A qualified 
accountant, he had previously 
spent 20 years in the property 
and residential development 
industry, holding a range of board 
positions, reflecting general
management, operational and financial responsibilities. He is a 
member of the Chartered Institute of Management Accountants, 
Steve brings a detailed knowledge of business infrastructure and 
control systems alongside his broad commercial experience. Steve is 
chairman of the Company’s audit committee.
James Roberts 
Non-executive Director
Jim Roberts is a qualified 
actuary and has nearly 40 years’ 
experience in the life insurance 
industry. He spent 26 years 
at Skandia Group, including 
positions as appointed actuary, 
finance director and, from 1992 to 
2006, Group investment director. 
He has substantial experience of
investment management and in particular the retail investment 
market. He is currently a non-executive director of Sarasin & 
Partners LLP, which operates a broad range of institutional, charity, 
private client and retail products, and MGM Advantage, a mutual 
life assurance company specialising in the annuity market. He is an 
adviser to Simply Biz, a broker service provider and also chairman of 
the investment committee of Verbatim Investment Management.
Board of directors
Jonathan Polin 
Group Chief Executive Ofﬁcer
As Group chief executive, 
Jonathan Polin is responsible to 
the Board for the development 
and delivery of the group 
strategy. Jonathan joined the 
Company on 2 September 2011 
having previously been sales and 
marketing director at Ignis Asset 
Management. During Jonathan’s
time at Ignis he was responsible for building its third party business 
in institutional, wholesale and retail markets in the UK, Europe, Asia 
and the US. He was also the architect of the highly-successful joint 
venture strategy. Jonathan was on the Board of Ignis and each of the 
joint venture businesses and offshore companies. 
He began his financial services career with Prudential in 1992, having 
spent the previous 12 years in the Army. In 1994 Jonathan took up  
the position of managing director UK, European and Middle Eastern 
sales at Aberdeen Asset Management. During his tenure he moved 
Aberdeen into the number one slot in the UK retail market and built 
the distribution businesses in Europe and the Middle East.
Richard Sinclair MBE 
Group Chief Operating Ofﬁcer
Richard Sinclair joined  
Ashcourt Rowan in January 
2012 as Group chief operating 
officer. Previously, he was in 
telecoms as Ofcom’s delivery 
director, responsible for the 
electromagnetic spectrum 
required for the London 2012 
Games. He was also a member
of its operations board, leadership steering group, and a mentor 
to developing leaders. He is a Fellow of the Chartered Institute of 
Logistics and Transport.
Earlier, Richard had an exciting career in the British Army, beginning 
with a commission into the Scots Guards and including operations in 
the Middle East and Central Asia. He was decorated with an MBE in 
2008. He has an MSc from Cranfield University; an MA, with merit, 
from Kings College London; and an honours degree in Immunology, 
from the University of Glasgow.
Alﬁo Tagliabue 
Group Chief Financial Ofﬁcer
Alfio is the Group chief financial 
officer, responsible for the 
finance function and strategic 
planning across the Group.
Alfio joined the Company in 
January 2012 having spent the 
previous 12 years as a board level 
consultant to the investment
and wealth management industry, advising on strategy, corporate 
development, corporate transactions, strategic and financial planning, 
and operational and organisational issues.
Prior to that, from 1995 to 2000 Alfio was an engagement director  
at Mars & Co, an international strategy consultancy, advising global 
clients at board level on a wide range of strategic projects. He started 
his career in London in 1992 with Frost & Sullivan, a sector analysis 
consultancy. An Italian national, Alfio holds a first class degree  
in accounting, economics and business administration from  
Bocconi University. 
Executive Directors Non-executive Directors Governance 
Directors’ report
23 Ashcourt Rowan plc Annual report and accounts 2013
The Directors present their report and the audited financial statements for the year ended 31 March 2013.
Principal activities 
The principal activity of the Group is that of providing wealth management and investment management services to 
a diverse range of private clients, charities, trusts and institutions.
The chairman’s report, the CEO report, the finance review, the operations report and the business review on pages 2 
to 21 provide a review of the Group’s activities during the year, including a consideration of key performance indicators 
and risk management policies. The CEO report also provides details of the Group’s planned future developments.
Results and dividends 
The results of the Group for the year are set out on page 37 and show a loss after tax of £2.1 million  
(2012: £2.6 million). No dividends have been paid or proposed.
Capital structure 
The Company’s share capital is comprised of one class of ordinary shares of £0.2 each. At 31 March 2013, 26,994,487 
shares were in issue (2012: 26,938,473 shares of £0.2). The shares carry no rights to fixed income and each share 
carries the right to one vote at general meetings. All shares are fully paid.
There are no specific restrictions within the Company’s Articles of Association or Memorandum on the size of a 
shareholding or on the transfer of shares which are both covered by the provisions of the Articles of Association and 
prevailing legislation. However, the Company is an owner of certain UK Financial Conduct Authority regulated 
companies and, as such, there is a requirement upon “controlling shareholders” to seek permission from the Financial 
Conduct Authority for holdings of 10% or more of the Company’s share capital.
Voting rights of shares held by the trustees of the Company’s Share Incentive Plan (SIP) are not exercised unless the 
trustee is directed to vote by the employee SIP participant.
Regarding the appointment and replacement of Directors, the Company is governed by the Company’s Articles of 
Association, the Companies Acts and related legislation. Amendment of the Articles of Association requires a Special 
Resolution of shareholders.
Directors and their interests 
The Directors at the date of this report are listed on page 69 and their biographies are provided on page 22.
The Directors who served during the year were: 
Jonathan Polin  
Stephen Haines  
Alfio Tagliabue  
Jim Roberts  
Richard Sinclair (appointed 1 April 2012) 
Hugh Ward (appointed 9 July 2012) 
Ranil Perera (resigned 1 April 2012) 
Kenneth West (resigned 31 December 2012)
The beneficial interests of the Directors in the shares, share options and long-term incentives of Ashcourt Rowan plc at  
31 March 2013 were:
Ashcourt Rowan plc 
– ordinary shares of £0.20p
Beneficial  
holdings at 
31 March 2013
Beneficial  
holdings at 
31 March 2012
Jonathan Polin 231,645 200,000
Directors’ report 24 Ashcourt Rowan plc Annual report and accounts 2013
Directors’ report continued 
Directors and their interests continued 
In addition to the above, Directors have interest in shares of the Company through the GSOP described in the 
remuneration report as following, provided that the average share price on the 20 days before 1 September 2016 
is above £2.50:
Final Share Price 
£2.50 £3.00 £3.50 £4.00 £6.00
Number  
of Ordinary 
Shares
% of current  
issued 
ordinary  
share capital
Number  
of Shares
% of current  
issued 
ordinary  
share capital
Number  
of Ordinary 
Shares
% of current  
issued 
ordinary  
share capital
Number  
of Ordinary 
Shares
% of current  
issued 
ordinary  
share capital
Number  
of Ordinary 
Shares
% of current  
issued 
ordinary  
share capital
Jonathan Polin 428,753 1.4 750,317 2.5 1,071,882 3.4 1,500,634 4.7 2,143,763 6.4
 
Alfio Tagliabue 98,909 0.3 173,091 0.6 247,273 0.8 346,182 1.1 494,545 1.5
 
Richard Sinclair 83,636 0.3 146,363 0.5 209,091 0.7 292,727 0.9 418,181 1.2
Corporate and social responsibility 
The Group 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 Group is also committed to being 
a responsible employer and to promoting values, standards and policies designed to assist our employees in their 
conduct, and working and business relationships.
Group charity partner
For the first time, the Group has recently nominated a charity partner, Together for Short Lives. The research and 
nomination process commenced in December 2012 and was carried out by a group of volunteers, the charity working 
group. All employees participated in selecting their preferred charity partner from a short list of three. As well as raising 
funds for an extremely worthwhile charity, it is hoped that this initiative will foster employee engagement through 
collective efforts across all our employees and office locations. The Group will support employees’ efforts through 
a financial contribution as well as paid time off to undertake specific activities. 
Environment 
The most significant impact on the environment resulting from the Group’s activities is the emission of greenhouse 
gases as a result of running the Group’s offices, associated travel and the recycling of waste. The consolidation of 
some of our offices in similar locations has helped reduce footprint. The Group is also committed to minimising the 
amount of travel that its employees undertake and to recycling as much of the Group’s waste as possible.
Employees as at 31 March 2013 
The Group as a whole had 280 employees at 31 March 2013, equating to 268 employees on a full time equivalent 
(FTE) basis. This compares to 340 for the previous year.
The Company had 115 employees including three executive directors as at 31 March 2013, compared to 46 the 
previous year. Three non-executive directors were also appointed as at this date. The increase in headcount is mainly 
due to the transfer of employment of operations staff from the subsidiary companies to the Group. The Group’s 
subsidiary companies had a total of 166 employees (161 FTE), compared to 294 for the previous year. Again, this 
change is partly due to employees transferring to the Company. 
Overall for the Group staff costs and incentives were 59% of revenue during the year (2012: 64.3%).
During the year, all permanent employees were given awards under the Group’s long-term incentive schemes.
Employee involvement 
In addition to the charity working group, there are various Group and subsidiary Company committees in place. The 
CEO has an advisory council which informs Group policies. Group roadshows are held at least annually, either at one 
or two central locations or by senior management delivering the updates in regional offices. Over 200 employees 
attended the last Group roadshow held in London in December 2012. Governance 
Directors’ report
25 Ashcourt Rowan plc Annual report and accounts 2013
Equal opportunities and dignity at work 
The Group is an equal opportunities employer and is committed to equal opportunities in its employment and 
recruitment practices. The Group’s Equal Opportunities and Dignity at Work Policy ensures that no potential or existing 
employee or worker receives less favourable treatment than another on the grounds of disability, their age, sex, gender 
reassignment, pregnancy, maternity, race (which includes colour, nationality, and ethnic or national origins), sexual 
orientation, religion or belief, or if someone is married or is in a civil partnership.
The Equal Opportunities and Dignity at Work Policy applies to all workers and the Group also aims to encourage 
co-operation from consultants, contractors, suppliers and others engaged by the Group.
Health and safety 
The Group has a health and safety policy which is also approved by the subsidiary boards and owned by the subsidiary 
chief executive officers. However, all managers have a responsibility to ensure that a healthy and safe working 
environment is in place for all employees. Annual workstation assessments are carried out for all employees. As the 
employees work in office environments, there are no significant areas of risk on which to report.
Charitable and political contributions
No charitable or political donations were made during the period, although this will change going forward, now that we 
have a nominated charity partner. 
Supplier payment policy 
The Group’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 Group’s 
financial control procedures.
The Group’s average credit period (expressed as creditor days) during the year ended 31 March 2013 was 30 days 
(2012: 40 days).
Substantial shareholdings 
At 28 March 2013, the issued share capital of the Company was 26,994,487 ordinary shares of £0.2 each (2012: 
26,938,473 of £0.2 each) and the following notification of shareholdings had been notified to the Company as holding 
3% or more of the Company’s share capital:
Name of holder No of shares % of total
Jodi One Trust 4,463,798 16.54
 
ACP Octagon Ltd 3,450,898 12.78
 
La Galera Corporation 3,422,637 12.68
 
Henderson Global Investors 2,730,493 10.12
 
Artemis Investment Management LLP 2,150,000 7.96
 
Kestrel Partners LLP 1,679,490 6.22
 
Al Ain Capital 1,644,916 6.09
 
Mr Victor Haghani 1,110,760 4.11
 
Micro Trading Capital 1,032,433 3.82
Financial instruments and risk management 
The risk management objectives and policies of the Group are set out in Note 28 to the consolidated financial 
statements.
Directors’ qualifying third party indemnity provisions 
The Group has made qualifying third party indemnity provisions in favour of the Directors against liability in respect of 
proceedings brought by third parties and these remain in force as at the date of this Directors’ report. 26 Ashcourt Rowan plc Annual report and accounts 2013
Annual General Meeting 
Notice of the Annual General Meeting will be sent to shareholders with the Annual Report.
It is anticipated that all Directors, including the chairman of the Audit, Remuneration and Risk Committees, will be at 
the Annual General Meeting and available to answer questions.
In accordance with the Company’s Articles of Association, Jonathan Polin and Steve Haines retire by rotation and, 
being eligible, offer themselves for re-election.
Shareholders will see that they are also being asked to consider and, if thought fit, pass one Ordinary Resolution and 
one Special Resolution regarding the allotment and purchase of shares.
A further Special Resolution is being proposed to allow the Company to purchase up to 10% of the Company’s issued 
ordinary shares in the market.
Each of the above authorities will expire at the Annual General Meeting of the Company to be held in 2014 or 15 
months from the date of the resolution (whichever is earlier).
Disclosure of information to auditors 
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each 
aware, there is no relevant audit information of which the Company’s auditors are unaware and each Director has taken 
all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit 
information and to establish that the Company’s auditors are aware of that information.
Auditors 
BDO LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at 
the Annual General Meeting in accordance with section 485 of the Companies Act 2006.
By order of the Board
Alﬁo Tagliabue 
Company Secretary
1 July 2013
Directors’ report continued  Governance 
Corporate governance
27 Ashcourt Rowan plc Annual report and accounts 2013
Corporate governance
As an Alternative Investment Market (“AIM”) quoted Company, compliance with the Financial Reporting Council’s  
UK Corporate Governance Code (the “Code”) is not mandatory. However, the Board is committed to maintaining 
appropriate standards of corporate governance and has adopted a “comply or explain” approach as has been 
recommended within the 2012 update of the Code.
Statement of compliance
The Board considers that given the size and nature of its activities it does not intend to comply with the Code 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 Committee, in deciding on remuneration at its annual review, takes into account the performance 
of the Group as a whole and that of the individual Directors. However, the nature of this performance evaluation is 
not specified in the Annual Report (Code B.6.1).
• Where the Board permits the executive directors to serve in roles with other companies, as long as they do not 
compromise the individual’s ability to perform those services to the Group, the earnings from such roles are not 
disclosed to the Board nor paid to the Group (Code D.1.2).
• The Board has not created a Nominations Committee (Code B.2.1 and B.2.4) as it believes that with the current 
number of Directors being relatively small, the full Board should be included in the process for making Board 
appointments. The recommendations within the Code regarding the appointment of new Directors to the Board 
(Code B.2.2, B.2.3 and B.3.1) are complied with by the Board.
• Shareholders have not previously been invited to specifically approve all new long-term incentive schemes and 
significant changes to existing schemes (Code D.2.4).
The Board considers that the remuneration of executive directors should include a performance related element  
which is almost entirely based on the award of GSOP shares or other share-based incentives as recommended by  
the Remuneration Committee and details are set out in the Directors’ report on page 23 and in the Remuneration 
Committee report on pages 31 to 33.
Board of Directors
The Board of Directors has overall responsibility for the Group.
The Board comprises of a non-executive chairman (“chairman”), a Group chief executive director, two non-executive 
directors and two further executive directors. The chairman receives fees as a non-executive director as disclosed on 
page 33. The Board is satisfied that it has an appropriate mix of independence and experience in its non-executive 
directors but is aware that it may be necessary in the future to seek to appoint an additional non-executive director  
to provide further specialist knowledge and experience. The roles of chairman and chief executive are intended to 
remain separate.
The chairman provides strategic and operational guidance bringing to bear his extensive experience of the fund 
management industry. He also oversees the duties performed by the Group chief executive and ensures that they  
are in line with Board expectations. The Group chief executive manages the day-to-day running and strategic direction  
of the Company in line with policy decisions given by the Board and shareholder expectations.
The Board retains full control of the Group with day-to-day operational control delegated by the Board to the  
executive directors. The full Board meets bi-monthly and on any other occasions it considers necessary. During the 
year there were 15 meetings of the Board of which nine were full Board meetings, four meetings of the Remuneration 
Committee, four meetings of the Audit Committee and four meetings of the Group Risk Committee. All full meetings 
were fully attended by their constituent directors.
The senior independent director at 31 March 2013 is James Roberts. The Board considers that Hugh Ward and James 
Roberts were independent for the purposes of the Code. Copies of the terms and conditions of the appointment of  
non-executive directors are available on request from the Company’s registered office.
The Board is responsible for approving interim and annual financial statements, formulating and monitoring Group 
strategy, approving financial 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. 28 Ashcourt Rowan plc Annual report and accounts 2013
Corporate governance continued
Board of Directors continued 
Ashcourt Rowan is committed to the training and development of all staff to ensure professional standards are 
maintained and enhanced. All Directors are required to dedicate a certain number of hours to their own training and 
development. Training and development includes activities to keep up to date with the Company’s specific issues and 
industry, market and regulatory changes. 
Committees of the Board
The Board has three existing standing committees, the Risk Committee, the Audit Committee and the Remuneration 
Committee. The Audit and Remuneration Committees have written terms of reference, which were last reviewed in 
June 2006 and approved by the Board. The Risk Committee was formed more recently and its terms of reference 
were reviewed and adopted by the Board on 25 September 2009. Membership of the committees is set out below. 
Copies of the terms of reference are available on request from the Company’s registered office and on the Group’s 
website at www.ashcourtrowan.com.
Remuneration Committee
The Remuneration Committee met formally four times to discuss remuneration and bonus arrangements.  
The Remuneration Committee’s report is set out on pages 31 to 33.
The Remuneration Committee’s mandate is to assist the Directors in fulfilling their oversight responsibilities with 
respect to developing compensation and human resource policies and developing and assessing executive 
management compensation, development and succession. The Committee is chaired by Hugh Ward and comprises 
Steve Haines, James Roberts and Jonathan Polin (Group chief executive officer) both appointed on 2 September 2011. 
Jonathan Polin resigned from the Committee after year end.
Audit Committee
The Audit Committee was established on 15 June 2006 and meets at least twice a year. Steve Haines is the chairman 
of the Audit Committee. Other members of the Audit Committee are Hugh Ward and James Roberts. During the 
financial year the Audit Committee met formally on four occasions.
The Audit Committee’s mandate is to assist the Directors in fulfilling their responsibilities with respect to the 
Company’s financial statements and other financial information required to be disclosed by the Company to the public, 
the Company’s compliance with legal and regulatory requirements, and the performance of the Company’s external 
auditors. In addition the Audit Committee has oversight responsibility for the Group’s Internal Audit function, which  
is supported by external specialist auditors, Kingston Smith Consulting LLP. The Audit Committee meets as required 
and specifically to review the Interim Report and Annual Report and to consider the suitability and monitor the 
effectiveness of the internal control processes. The Audit Committee reviews the findings of the external auditors  
and reviews accounting policies and material accounting judgements.
The independence of the auditors is considered by the Audit Committee. The Audit Committee (with no executive 
director present) meets at least once per financial year with the auditors to discuss independence and objectivity, 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 taxation and other professional advice. The fees in respect of audit and 
other services are disclosed in Note 7 to the Group’s financial statements. Fees for non-audit services paid to the 
auditors and their associates have been considered and, with the work having been carried out by a separate team of 
tax specialists and there were no subjective judgements involved, the Audit Committee considers that the objectivity 
and independence of the auditors is safeguarded.
The Audit Committee is responsible for reviewing external audit arrangements and for any recommendation to the 
Board regarding change of audit firm. The last audit services contract tender process was conducted in 2010, which 
led to the appointment of BDO as auditors. The Audit Committee plans to undertake an audit services contract tender 
process again before the fifth anniversary of their appointment. Governance 
Corporate governance
29 Ashcourt Rowan plc Annual report and accounts 2013
Internal audit
The Board is responsible for establishing and maintaining the Group’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 to achieve 
business objectives and procedures and can only provide reasonable but not absolute assurance against material 
misstatement or loss. The Audit Committee continues to monitor and review the effectiveness of the system of 
internal control and report to the Board when appropriate with recommendations. During the financial year ended 31 
March 2010 the Audit Committee recommended, and the Board accepted, that an internal audit function be created. In 
order to expedite the creation of such a function, the Group 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 firm, reporting its findings to  
the Audit Committee. The responses of the Audit Committee to the reports submitted to date have been varied, 
depending upon the findings reported.
The main features of the Group’s internal control are outlined below:
• a control environment exists through the close management of the business by the executive directors and senior 
management. The Group has a defined organisational structure with delineated approval limits. Controls are 
implemented by the executive directors and monitored by the Risk Committee and Internal Audit;
• the Board has a schedule of matters expressly reserved for its consideration and the schedule includes acquisitions 
and disposals, major capital projects, treasury and risk management policies and approval of budgets;
• the Group utilises a detailed budgeting and forecasting process. Detailed budgets are prepared annually by each 
subsidiary Company, business unit and function before submission to the Board for approval. Forecasts are updated 
to reflect changes in the business and are monitored by the Board, including cash flow and projections. Actual results 
are monitored against annual budgets in detail on a monthly basis, with variances highlighted for the Board;
• financial risks are identified and evaluated for each major transaction for consideration by the Board and senior 
management; and 
• standard financial control procedures operate throughout the Group to ensure that the assets of the Group are 
safeguarded and that proper accounting records are maintained.
Risk Committee
The Risk Committee was established on 29 July 2009 and met formally four times during the financial year. James 
Roberts is the chairman of the Group Risk Committee having taken over from Ranil Perera on 22 February 2012. The 
other participants in the Group Risk Committee are Jonathan Polin, Group CEO; Alfio Tagliabue, Group chief financial 
officer; Richard Sinclair, Group chief operating officer; and Mark Smith, Group head of compliance.
The Risk Committee’s mandate is to assist the Directors with identifying all actual and potential material risks to which 
the Group’s businesses are exposed and to assess whether reported risks fall within the tolerance of the Group as 
determined by the Group’s risks and governance policies.
Conflicts of interest
A Director has a duty under the Companies Act 2006 (“the Act”) to avoid a situation where he or she has, or can have, 
a direct or indirect interest that conflicts or possibly may conflict with the Company’s interests. The Act allows the 
Board to authorise a Director’s conflict or potential conflict 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 Directors’ 
conflicts of interest to avoid a breach of duty. Shareholders approved the necessary changes to the Company’s Articles 
of Association at the Annual General Meeting on 25 September 2008.
A register of actual or potential conflicts notified and authorised is reviewed and maintained regularly by the Board. 30 Ashcourt Rowan plc Annual report and accounts 2013
Relationship with shareholders
The Company places great emphasis on the importance of regular communication with shareholders. The Group’s 
website has undergone extensive review over the last year and we will continually review this important method of 
Group information dissemination. The Group’s websites will be kept up to date covering all corporate activity. The 
Company welcomes all shareholders to its Annual General Meeting with the opportunity to ask questions formally at 
the meeting or more informally afterwards. In addition the chairman, Group chief executive officer and Group chief 
financial officer have met directly with a variety of existing major 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 major 
shareholders about the Group. The Board also takes into consideration the views of its advisers, through whom a 
number of shareholders are also encouraged to provide feedback.
The Group reports formally to shareholders in its Interim Report and Annual Report, setting out details of its activities. 
In addition the Group keeps shareholders informed of events and progress through the issue of regulatory news in 
accordance with the AIM Rules of the London Stock Exchange. In addition the Group 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.
Where possible the Annual Report is made available to shareholders at least 20 business days before the Annual 
General Meeting. Directors are required to attend Annual General Meetings of the Company unless unable to do so  
for personal reasons or due to pressing commercial commitments. Shareholders are provided with the opportunity to 
vote on each separate resolution. The Company counts all proxy votes and will indicate the level of proxies lodged for 
each resolution.
Going concern
As disclosed under Note 2 to the financial statements on page 42 the Group financial statements have been prepared 
on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources to 
continue in operational existence for the foreseeable future and at least 12 months from the date of approval of  
the accounts.
Other Board issues
The Group has appropriate insurance cover in place in respect of legal action against its Directors. 
Any Director has access to the advice and services of the company secretary and may seek independent professional 
advice, if necessary, at the Company’s expense. 
Corporate governance continued Governance 
Remuneration committee report
31 Ashcourt Rowan plc Annual report and accounts 2013
Composition and terms of reference
The Group’s Remuneration Committee was established on 15 June 2006 and is comprised of the non-executive 
chairman Hugh Ward, Steve Haines, James Roberts and Jonathan Polin, the Group CEO who resigned after year end. 
The Committee is chaired by Hugh Ward.
The purpose of the Remuneration Committee is to ensure that the executive directors and other senior executives are 
fairly rewarded for their individual contribution to the overall performance of the Company. The Committee considers 
and recommends to the Board the remuneration of the executive directors 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 Committee operates within agreed 
terms of reference.
Policy on executive directors’ remuneration
Executive remuneration packages are designed to attract and retain executives of the necessary skill and calibre to run 
the Company successfully but avoiding paying more than is necessary. The Remuneration Committee recommends to 
the Board remuneration packages by reference to individual performance and uses the knowledge and experience of 
the non-executive directors. The Remuneration Committee has responsibility for recommending any long-term 
incentive schemes.
The Board determines whether or not executive directors are permitted to serve in roles with other companies.  
Such permission is only granted where a role is on a strictly limited basis, where there are no conflicts of interest or 
competing activities and providing there is not an adverse impact on the commitments required to the Group.
There are potentially five main elements of the remuneration package for executive directors and senior employees:
(i)  Basic salaries and benefits in kind
Basic salaries are recommended to the Board by the Remuneration Committee, taking into account the performance 
of the individual and the rates for similar positions in comparable companies. Benefits in kind include death in service 
insurance, permanent health insurance and private medical insurance. Benefits in kind are not pensionable.
(ii)  Share Incentive Plan
Ashcourt Rowan operates an authorised Group share incentive plan for employees, whereby the Group will match  
the number of shares acquired by the employee under the scheme up to a maximum of £1,500 per annum. These 
matching shares vest after three years.
(iii)  Discretionary bonus
The Group operates a discretionary bonus scheme and awards were made to employees in line with the Group High 
Performance Culture Review System. In parallel to the discretionary bonus scheme, operating subsidiaries of the 
Group had formulaic bonus schemes in place during the financial year for revenue-generating staff based on sharing 
in a proportion of revenues, contribution or funds under management.
(iv)  Long-term incentive plan (LTIP)
The maximum number of shares available to be awarded under the plan is limited to 20% of the issued share capital 
of the Company over the life of the plan. The awards are also conditional upon the achievement of individual targets 
by the employee.
The LTIP is overseen by the Remuneration Committee, which recommends to the Board the individual grant of shares 
to senior management and executive directors and the quantity of the awards for other employees of the Group, all 
based on Group and personal performance targets and specifying the terms under which eligible individuals may be 
invited to participate.
Remuneration committee report 32 Ashcourt Rowan plc Annual report and accounts 2013
Remuneration committee report continued
Policy on executive directors’ remuneration continued
(iv)  Long-term incentive plan (LTIP) continued
The total number of shares over which LTIP and deferred share bonus awards have been made at the beginning and 
end of the financial year is as follows:
LTIP awards
Deferred  
share bonus Total
At 31 March 2011 147,890,669 21,689,581 169,580,250
Awards exercised during the year (14,007,330) (11,991,281) (25,998,611)
Awards forfeited during the year (82,885,002) (1,408,500) (84,293,502)
 
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
 
Awards exercised during the year (21,333) (27,292) 48,625
Awards forfeited during the year (139,605) (4,702) (144,307)
Awarded during the year 803,000 – 803,000
 
At 31 March 2013 1,152,045 50,904 707,318
(v)  Growth Securities Ownership Plan
On 6 March 2013 the Company awarded ordinary shares to employees of the Group under a Growth Securities 
Ownership Plan (“GSOP“), in exchange for their continued service to the Group. The number of shares to be awarded 
is calculated based on a fixed multiplier, which varies based on the average share price in the 20 days before the 
settlement date of 1 September 2016. The maximum potential number of shares to be awarded under the GSOP is 
approximately 4.76 million.
The Group has the option to settle the shares in cash or equity, under the terms and conditions of the Plan. The Group 
has made the judgement that the shares should be accounted for as equity-settled share-based payments, which vest 
on the settlement date, subject to the share price related vesting conditions described above. 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. These have been valued using a Monte Carlo simulation model, with expected volatility of 37%, dividend yield 
of 3.1% and risk free rate of 0.5%. The fair value at the grant date calculated using these assumptions is £971,968. 
In the period between the grant date and 31 March 2013, no shares have been forfeited, exercised or have lapsed. 
A charge of £19,000 has been recognised in the income statement (2012: nil).
Pensions
The Group pays a defined contribution to the pension scheme of executive directors 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 Group.
Salaries and benefits were reviewed between March and June 2012 to cover the year from 1 April 2012 to 31 March 
2013 and in June 2013 to cover the year from 1 April 2013 to 31 March 2014. Future reviews will continue to be on an 
annual basis.
Service contracts
Executive directors are employed under service contracts requiring a maximum of 12 months’ notice by either party. 
The non-executive chairman, Hugh Ward, and the non-executive directors, James Roberts and Steve Haines, receive 
payments under appointment letters which are terminable by up to 12 months’ notice from either party. Governance 
Remuneration committee report
33 Ashcourt Rowan plc Annual report and accounts 2013
Policy on non-executive directors’ remuneration
The chairman and the non-executive directors 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 non-executive directors and the chairman are reimbursed for travelling and other 
minor expenses incurred.
The emoluments of the individual directors who served during the year were as follows:
Salary 
or fees 
£
Compensation  
for loss of office 
£
Benefits 
in kind 
£
Sharebased 
payments 
£
Pension 
£
Total 
£
Executive directors
J Polin 350,000 – 2,257 – 35,000 387,257
A Tagliabue 200,000 – – – – 200,000
R Sinclair 200,000 – 2,257 – 20,000 222,257
 
Non-executive directors
H Ward** 49,103 – – – – 49,103
K West*
†
63,750 – – – – 63,750
S Haines 54,167 – – – – 54,167
J Roberts 50,000 – – – – 50,000
 
Total 967,020 – 4,514 – 55,000 1,026,534
 * For period to resignation from the Ashcourt Rowan plc Board of Directors 
 ** For period from appointment to Ashcourt Rowan plc Board 
 
†
 £54,750 of the fees for Kenneth West were paid to Fernshaw Development Group Limited
In addition to their emoluments, Directors received reimbursement for expenses directly incurred on Group business.
Pension contributions are in respect of defined contribution arrangements.
Hugh Ward 
Chairman of the Remuneration Committee
1 July 2012 34 Ashcourt Rowan plc Annual report and accounts 2013
Statement of Directors’ responsibilities in respect of the Directors’ report and the financial statements.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors 
have elected to prepare the Group and Company financial statements in accordance with International Financial 
Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve 
the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group 
and Company and of the profit or loss of the Group for that period. The Directors are also required to prepare financial 
statements in accordance with the rules of the London Stock Exchange for companies trading securities on the 
Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to  
any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 
will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company  
and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. 
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ report, Directors’ 
remuneration report and corporate governance report that complies with that law and those regulations. 
Website publication
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a 
website. Financial statements are published on the Company’s website in accordance with legislation in the United 
Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in  
other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors.  
The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.
Statement of directors’ responsibilities Financial statements 
Independent auditors’ report to the members  
of Ashcourt Rowan plc
35 Ashcourt Rowan plc Annual report and accounts 2013
We have audited the financial statements of Ashcourt Rowan plc for the year ended 31 March 2013, which comprise 
the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and 
Company statements of financial position, the consolidated and Company statements of changes in equity, the 
consolidated and Company statements of cash flow and the related notes. The financial reporting framework that  
has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as 
adopted by the European Union and, as regards the parent company financial statements, as applied in accordance 
with the provisions of the Companies Act 2006. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those 
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted 
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as 
a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and 
express an opinion on the financial statements in accordance with applicable law and International Standards on 
Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards 
for Auditors. 
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website 
at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion: 
• the financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as  
at 31 March 2013 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European 
Union;
• the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the 
European Union and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ report for the financial year for which the financial statements are 
prepared is consistent with the financial statements. 
Independent auditors’ report to the members of  
Ashcourt Rowan plc 36 Ashcourt Rowan plc Annual report and accounts 2013
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to 
you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Neil Fung-On (senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor
London 
United Kingdom 
Date 1 July 2013
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent auditors’ report to the members of Ashcourt Rowan plc continued Financial statements 
Consolidated income statement
37 Ashcourt Rowan plc Annual report and accounts 2013
Note
2013
£’000s
2012  
restated 
£’000s
Continuing operations
Revenue 6 32,597 35,723
Cost of sales (11,471) (15,818)
 
Gross profit 21,126 19,905
Other administrative expenses (18,363) (19,644)
Amortisation and depreciation (2,154) (1,439)
Share-based payments 26 (96) (95)
 Exceptional costs 7 (4,221) (1,445)
Exceptional receipts 7 1,148 180
 
Total administrative expenses (23,686) (22,443)
 
Loss from operations 7 (2,560) (2,538)
Finance income 9 62 26
Other gains and losses 10 – 26
Finance costs 11 (9) (18)
 
Loss before tax (2,507) (2,504)
Taxation 12,19 148 188
 
Loss for the year from continuing operations (2,359) (2,316)
Profit/(loss) for the year from discontinued operations, 
net of tax 5 214 (288)
 
Loss for the year attributable to the equity holders of the parent (2,145) (2,604)
 
Loss per share – continuing operations
Basic 13 (8.74)p (11.02)p
 
Diluted 13 (8.74)p (11.02)p
 
Loss per share – total operations
Basic 13 (7.95)p (12.39)p
 
Diluted 13 (7.95)p (12.39)p
 
Note:
Profit before interest, tax, depreciation, amortisation, exceptional costs and 
share-based payments on a continuing basis 2,763 261
Consolidated income statement
For the year ended 31 March 2013 38 Ashcourt Rowan plc Annual report and accounts 2013
£’000s £’000s
Loss for the year (2,145) (2,604)
Other comprehensive income:
Unrealised currency (loss)/gain recognised directly in equity – –
 
Total comprehensive income for the year (2,145) (2,604)
 
Attributable to:
Equity holders of the parent (2,145) (2,604)
The notes set out on pages 42 to 68 form part of these financial statements.
Consolidated statement of comprehensive income
For the year ended 31 March 2013 Financial statements 
Consolidated statement of ﬁnancial position
39 Ashcourt Rowan plc Annual report and accounts 2013
Note
2013 
£’000s
2012 
£’000s
Non-current assets   
Goodwill 14 34,448 34,836
Other intangible assets 15 1,857 2,522
Property, plant and equipment 16 1,189 2,225
Available-for-sale investments 17 146 146
 
Total non-current assets 37,640 39,729
 
Current assets
Trade and other receivables 18 6,620 8,238
Taxation 60 120
Cash and cash equivalents 8,036 9,117
 
Total current assets 14,716 17,475
Assets of a disposal held for sale 5 546 –
 
Total assets 52,902 57,204
 
Current liabilities
Trade and other payables 20 (5,875) (8,291)
Loans and deferred consideration 21 (30) (30)
Short-term provisions 22 (204) (30)
 
Total current liabilities (6,109) (8,351)
 
Non-current liabilities
Deferred tax liabilities 19 (161) (313)
Long-term provisions 22 – (42)
 
Total non-current liabilities (161) (355)
Liabilities of a disposal held for sale 5 (183) –
 
Total liabilities (6,453) (8,706)
 
Net assets 46,449 48,498
 
Equity
Share capital 23 5,399 5,388
Share premium account 24 28,697 28,697
Equity reserve 25 1,560 1,464
Retained earnings 27 10,793 12,949
 
Equity attributable to equity holders of the parent 46,449 48,498
The notes set out on pages 42 to 68 form part of these financial statements. 
 
 
Jonathan Polin Alﬁo Tagliabue 
Group Chief Executive Ofﬁcer Group Chief Financial Ofﬁcer
Consolidated statement of nancial position
as at 31 March 2013 40 Ashcourt Rowan plc Annual report and accounts 2013
Share capital 
(Note 23) 
£’000s
Share 
premium 
reserve 
(Note 24) 
£’000s
Equity 
reserve 
(Note 25)
 £’000s
Retained 
earnings 
(Note 27) 
£’000s
Total 
£’000s
At 31 March 2011 3,621 72,522 1,369 (34,380) 43,132
Total comprehensive income for the year:
Loss for the year – – – (2,604) (2,604)
Transactions with owners recorded directly in equity:
Share-based payments – – 95 – 95
Transfer to equity reserve in respect of shares distributed 
by the Employee Benefit Trust 67 – – (67) –
Issue of shares from placing (net of costs) 1,700 6,175 – – 7,875
Share premium reduction – (50,000) – 50,000 –
 
At 31 March 2012 5,388 28,697 1,464 12,949 48,498
 
Total comprehensive income for the year:
Loss for the year – – – (2,145) (2,145)
Transactions with owners recorded directly in equity:
Share-based payments note 26 – – 96 – 96
Transfer to share capital in respect of shares distributed by the 
Employee Benefit Trust 11 – – (11) –
 
At 31 March 2013 5,399 28,697 1,560 10,793 46,449
Share capital represents the nominal value of shares subscribed for. The share premium reserve represents the  
total amount subscribed for shares in excess 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 Company’s profits available for distribution are able to be applied. The equity 
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, losses and transactions with owners 
not recognised elsewhere.
The notes set out on pages 42 to 68 form part of these financial statements.
Consolidated statement of changes in equity
for the year ended 31 March 2013 Financial statements 
Consolidated statement of cash ﬂows
41 Ashcourt Rowan plc Annual report and accounts 2013
Consolidated statement of cash ows
for the year ended 31 March 2013
Note
2013 
£’000s
2012 
restated
£’000s
Operating activities
Loss for the year (2,145) (2,604)
Adjustments for:
(Profit)/Loss from discontinued operations (214) 288
Depreciation of property, plant and equipment 7 1,518 853
Amortisation of intangible assets 7 642 586
Share-based payments 96 95
Finance income 9 (62) (26)
Finance costs 11 9 18
Other gains and losses 10 – (26)
Corporation tax credit 12 (148) (188)
 
Operating cash outflow before movements in working capital (304) (1,004)
Decrease in receivables 1,341 963
Decrease in payables (2,234) (2,568)
Increase/(Decrease) in provisions 132 (27)
 
Cash outflow from operations (1,065) (2,636)
Tax received 60 –
Interest received 9 62 26
Interest paid 11 (9) (18)
 
Net cash outflow from operating activities (952) (2,628)
 
Investing activities
Purchases of property, plant and equipment 16 (482) (1,252)
Sales of subsidiaries (EPIC including deferred consideration) 353 (90)
Cash balance transferred on sale of EPIC – (320)
Proceeds from liquidation of investment 10 – 26
 
Net cash used in investing activities (129) (1,636)
 
Financing activities
Proceeds of share issues 23 – 8,500
Costs of share issues 23 – (625)
Repayments of subordinated loans – (100)
 
Net cash from financing activities – 7,775
 
Net (decrease)/increase in cash and cash equivalents (1,081) 3,511
Cash and cash equivalents at beginning of year 9,117 5,606
 
Cash and cash equivalents at end of year 8,036 9,117
The notes set out on pages 42 to 68 form part of these financial statements. 42 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the nancial statements
for the year ended 31 March 2013
1 General information
Ashcourt Rowan Plc (“Ashcourt Rowan” or the “Company”) is a company incorporated in the United Kingdom under the Companies Act 
2006. The address of the registered office is given on page 69. The nature of the Ashcourt Rowan Group’s (“the Group”) operations and its 
principal activities are set out in the Chairman’s Report on page 2 and the report of the chief executive officer, finance review, operational 
review and in the business review on pages 6 to 21.
These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the 
Group operates.
2 Significant accounting policies
Basis of accounting
Both the parent company financial statements and the Group financial statements have been prepared and approved by the Directors in 
accordance with International Financial Reporting Standards as adopted by the European Union (“Adopted IFRSs”) and the Companies Act 
2006 applicable to companies reporting under IFRS. On publishing the parent company financial statements here together with the Group 
financial statements, the Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present its 
individual income statement and related notes that form a part of these approved financial statements. The Company reported a loss for the 
year of £3.48 million (2012: £0.25 million).
The financial statements have been prepared on the historical cost basis except for available-for-sale financial 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 
financial statemen`ts.
New standards and interpretations
None of the new standards effective for the current period have any material impact on the Group. The following new standards have not 
been applied in these financial statements, but will or may have an effect on the Group’s future financial statements:
IFRS 9: Financial Instruments: IFRS 9 will eventually replace IAS 39 in its entirety. However, the process has been divided into three main 
components (classification and measurement; impairment; and hedge accounting) and it is considered unlikely that the new standard will  
be endorsed until all of these components are in their final form. While the current standard is largely incomplete, its eventual adoption may 
result in changes to the classification and measurement of the Group’s financial instruments, including any impairment thereof.
IFRS 10: Consolidated Financial Statements: establishes principles for the preparation and presentation of consolidated ﬁnancial 
statements when a reporting entity controls one or more investees. The standard was published to deal with divergence in practice when 
applying IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation – Special Purpose Entities. The Standards 
eventual adoption is unlikely to result in changes to the preparation and presentation of the Group’s financial subsidiaries, associates or  
limited partnerships.
IFRS 13: Fair Value Measurement: IFRS 13 establishes a single framework for all fair value measurements when fair value is required or 
permitted by IFRS. It does not change when an entity is required to use fair value, but rather, describes how to measure fair value under  
IFRS when it is required or permitted. The Standard’s adoption results in changes to the valuation of the Group’s assets. IFRS 13 is effective 
for annual periods beginning on or after 1 January 2013.
None of the other new standards, interpretations and amendments not yet effective are expected to have a material effect on the Group’s 
future financial statements.
Going concern
The financial statements have been prepared on a going concern basis which the Directors believe to be appropriate for the following 
reasons. At 31 March 2013 the Group reported net current assets of £8.6 million (2012: net current assets of £9.2 million). The Directors have 
reviewed profit budgets and cash flow forecasts for the coming year and expect the Group to strengthen its operating profitability before 
exceptional, depreciation, impairment and amortisation and to produce operating cash flow sufficient to fund the Business Transformation 
investments being carried out by the Group to move to its target operating model.
The Directors consider that the Group is sufficiently diversified and has no over-reliance on any one customer or supplier.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its 
subsidiaries) as of and for the year ended 31 March 2013. Control is achieved where the Company has the power to govern the financial and 
operating policies of an investee entity so as to obtain benefits from its activities.
On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values. Any excess of the cost of 
acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill.
The results of subsidiaries acquired during the period are included in the consolidated income statement from the date that control 
commences.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those 
used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Goodwill
Goodwill represents the excess of the cost of a business combination over, in the case of business combinations completed prior to 1 April 
2010, the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired and, in the case of business 
combinations completed on or after 1 April 2010, the total acquisition date fair value of the identifiable assets, liabilities and contingent 
liabilities acquired. Financial statements 
Notes to the ﬁnancial statements
43 Ashcourt Rowan plc Annual report and accounts 2013
2 Significant accounting policies continued
Goodwill continued
For business combinations completed prior to 1 April 2010, cost comprises the fair value of assets given, liabilities assumed and equity 
instruments issued, plus any direct costs of acquisition. Changes in the estimated value of contingent consideration arising on business 
combinations completed by this date are treated as an adjustment to cost and, in consequence, result in a change in the carrying value  
of goodwill.
For business combinations completed on or after 1 April 2010, cost comprised the fair value of assets given, liabilities assumed and equity 
instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, 
the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and,  
in the case of contingent consideration classified as a financial liability, re-measured subsequently through profit or loss. For business 
combinations completed on or after 1 April 2010, direct costs of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of 
comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceeds the fair value of consideration 
paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.
On disposal of a subsidiary, the amount of goodwill attributable is included in the determination of the profit or loss on disposal.
Other intangible assets
Other intangible assets comprise client relationships, unit trust management and investment trust contracts recognised upon the acquisition 
of subsidiaries. Such assets are assessed and capitalised when it is probable that future economic benefits attributable to the assets will flow 
to the Group and the cost of the assets can be measured reliably.
(a) Client relationships
Acquired client relationships are capitalised at fair value based on management’s estimate of expected future cash flows to be generated 
over their expected useful lives. The capitalised amounts are amortised on a straight line basis over the expected useful lives, estimated  
to be ten years.
(b) Unit trust and investment trust management contracts
Acquired unit trust management and investment trust contracts are capitalised at fair value based on management’s estimate of the 
expected future cash flows that these contracts will generate over their useful lives. The capitalised amounts are amortised on a straight line 
basis over the expected useful lives, estimated to be ten years or the life of the trust.
Property, plant and equipment
Fixtures and equipment 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:
Fixtures and equipment  10%–33%
Assets held under finance leases are depreciated over their expected 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 Group 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. If any such indication exists, the recoverable amount of the asset is estimated 
in order to determine the extent of the impairment loss. Where the asset does not generate cash flows that are independent from other 
assets, the Group 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. In assessing value in use, the estimated future cash 
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money 
and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If 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 is reduced to its recoverable 
amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which 
case the impairment loss is treated as a revaluation decrease.
Revenue recognition
Portfolio 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. 
Initial 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 when the receipt is virtually certain.
Interest 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 expected life of the financial 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
Cost of sales comprises the direct employment costs associated with front office staff plus any payments to third parties in respect of 
revenue share arrangements, accounted for on an accruals basis. 44 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
2 Significant accounting policies continued 
Leasing
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. 
All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group 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 finance lease obligation. Lease payments are 
apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining 
balance of the liability. Finance 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. Benefits 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
Profit from operations represents the result from trading activities after charging any restructuring costs and aborted acquisition costs, but 
before investment income and finance costs.
Exceptional costs and receipts
Exceptional items are non-recurring items which are either outside the normal scope of the Group’s ordinary activities or by their nature they 
could distort the Group’s underlying annual earnings. In accordance with IAS 1 (Presentation of Financial Statements) such items are 
disclosed separately on the face of the consolidated income statement within the financial statements to enhance understanding of the 
entity’s financial performance.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed 
retirement benefit schemes are dealt with as payments to defined contribution schemes where the Group’s obligations under the schemes 
are equivalent to those arising in a defined contribution retirement benefit scheme. The Group does not operate a defined benefit retirement 
scheme.
Taxation
The tax charge or credit represents the sum of the tax currently payable on Group results and deferred tax.
The taxable result differs from net result as reported in the income statement because it excludes items of income or expense that are 
taxable or deductible in other periods and it further excludes items that are never taxable or deductible. Any liability for current tax is 
calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet 
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised 
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such 
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 tax result nor the accounting result.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group 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 tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred 
tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the 
deferred tax is also dealt with in equity.
Classification of financial instruments issued by the Company
Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions: 
• they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or 
financial liabilities with another party under conditions that are potentially unfavourable to the Company; and 
• where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no 
obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company 
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes 
the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share 
premium account exclude amounts in relation to those shares.
Non-derivative financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual 
provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective 
interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective 
evidence that the asset is impaired.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily 
convertible into a known amount of cash and are subject to an insignificant 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 unquoted holdings. 
Investments in equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably 
determined are measured at cost. Financial statements 
Notes to the ﬁnancial statements
45 Ashcourt Rowan plc Annual report and accounts 2013
2 Significant accounting policies continued 
Borrowings
Interest-bearing loans are recorded on initial recognition at their fair value and are subsequently measured at amortised cost, using the 
effective interest rate method. Finance 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 extent 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 subsequently measured at amortised cost, using the effective interest  
rate method.
Equity instruments
Equity instruments issued by the Company are recorded as the amount of proceeds received, net of direct issue costs.
Provisions
Provisions are recognised when the Group has a present obligation as the result of a past event, when it is probable that the Group will  
be required to settle that obligation. Provisions are recognised at the Directors’ best estimate of the expenditure required to settle the 
Group’s liability.
Share-based payments
The Company issues equity-settled share-based payments to certain employees of the Group. Equity-settled share-based payments are 
measured at fair value at the date of grant. Where market related vesting conditions exist the fair value is determined using the Black-Scholes 
model at the grant date or a Monte Carlo simulation model and is expensed on a straight line basis over the vesting period, based on the 
Group’s estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Where options that 
are currently in issue are modified during the period, the Company recognises the incremental increase in the fair value of the new options 
compared to the old options at the modification date and expenses this increase over the life of the modified award as well as the  
original expense.
The valuation models used together with the assumptions used on expected volatility, risk free rates, expected dividend yields and expected 
forfeiture rates are disclosed in Note 26.
The Company issued a warrant to certain advisers for services provided in a previous period in connection with an acquisition made.  
These warrants were measured at fair value in an equity reserve using the Black-Scholes model. 
The Company awarded ordinary shares to employees of the Group under a Growth Securities Ownership Plan (“GSOP”), in exchange for 
their continued service to the Group. The number of shares to be awarded is calculated based on a fixed multiplier, which varies based on  
the average share price in the 20 days before the settlement date of 1 September 2016. 
The Company has issued the option to settle the shares in cash or equity, under the terms and conditions of the Plan. The Group has made 
the judgement that the shares should be accounted for as equity-settled share-based payments, which vest on the settlement date, subject 
to the share price related vesting conditions described above. 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. These have been valued using a Monte Carlo simulation model. 
Deferred and contingent consideration
Deferred consideration due in respect of acquisitions, 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. Where deferred consideration is a fixed amount this is included at  
fair value in loans and deferred consideration.
Segment reporting 
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, 
including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating 
results are reviewed regularly by the Group’s CEO to make decisions about resources to be allocated to the segment and assess its 
performance, and for which discrete financial information is available.
Discontinued operations 
A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area  
of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a 
discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an 
operation is classified 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
In adopting IFRSs as the basis of selecting and applying appropriate Group accounting policies management has had regard to critical 
judgements and also key sources of estimation uncertainty. Key sources of critical judgements and estimation uncertainty have been 
identified as follows:
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the fair value less costs of sell and the value in use of the  
cash-generating units (CGUs) to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future 
cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Details of the 
goodwill in cash-generating units are contained in Note 14. 46 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
3 Critical accounting judgements and key areas of uncertainty continued
Other intangible assets
Acquired client relationships, unit trust management and investment trust contracts are capitalised on the basis of the net discounted 
expected revenues and costs over their estimated lives. The Directors’ estimates are based on historical rates of client and contract retention 
and revenue generation. Client relationships, investment trust management and unit trust management contracts are valued at £1.82 million, 
£0.04 million and £nil (2012: £2.42 million, £0.05 million and £0.03 million) 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 five years, being 
the life of the contract.
Provisions
The Directors have estimated provisions in respect of onerous property leases and potential client compensation, totalling £0.2 million  
(2012: £0.1 million), which would be dependent on achieving certain key performance indicators, based upon information available at the 
balance sheet date (see Note 22). In estimating these provisions the Directors have made key assumptions regarding the timeframe of the 
expected cash outflows. For the onerous lease provision, a discount rate of 5% has been used to value the expected future cash flows. 
4 Operating segments
During the year the Group had three reportable segments, as described below, which are the Group’s strategic business units. The strategic 
business units offer a different mix of products and services and are managed separately. For each of the strategic business units the Group’s 
CEO reviews internal management reports on at least a monthly basis. 
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before 
tax, as included in the internal management reports that are reviewed by the Group’s CEO. Segment profit 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. Inter-segment pricing is determined on an arm’s length basis. The Group has no other operating segments 
other than those shown below.
Investment 
Management 
(continuing)
Financial 
Planning 
(continuing
Pension 
Administration 
(discontinued)
Institutional 
Management 
(discontinued) Total
2013 
£’000s
2012 
restated 
£’000s
2013 
£’000s
2012 
restated 
£’000s
2013 
£’000s
2012 
restated 
£’000s
2013 
£’000s
2012 
restated 
£’000s
2013 
£’000s
2012 
restated 
£’000s
 
External revenues 25,442 26,568 7,155 9,155 687 674 – 165 33,284 36,562 
Inter-segment revenues – 4,843 6,500 – – – – 4,843 6,500 
 
Total revenue 25,442 26,568 11,998 15,655 687 674  – 165 38,127 43,062 
 
External cost of sales (4,909) (5,762) (6,562) (10,056) (3) (1) – (101) (11,474) (15,920)
Inter-segment cost of sales (4,633) (6,500) –  – (211) – – – (4,844) (6,500)
 
Total cost of sales (9,542) (12,262) (6,562) (10,056) (214) (1) – (101) (16,318) (22,420)
 
Gross profit 15,900 14,306 5,436 5,599 473 673 – 64 21,809 20,642 
Administration expenses (8,909) (6,753) (7,263) (4,572) (412) (309) – (177) (16,584) (11,811)
Share-based payments (38) (49) (19) –  –  – – – (57) (49)
Net exceptional (costs)/receipts (254) 5 20  – (190) – 192 – (232) 5 
Amortisation and depreciation (500) (507) (549) (549) (6) (6) – – (1,055) (1,062)
 
Total administrative 
expenses (9,701) (7,304) (7,811) (5,121) (608) (315) 192 (177) (17,928) (12,917)
 
Operating profit 6,199 7,002 (2,375) 478 (135) 358 192 (113) 3,881 7,725 
Finance income 45 13 5 2 7 6 – – 57 21 
Finance expense (2) (11) (6) (5) – – – – (8) (16)
Other gains and losses – 35 – – – – – – – 35 
Management charges payable (1,686) (6,086) (542) (600) (65) (230) – – (2,293) (6,916)
 
Reportable segment (loss)/
profit before tax 4,556 953 (2,919) (125) (192) 134 192 (113) 1,637 849 
 
Segment assets        46,761 38,647 
 
Segment liabilities        (10,063) (28,409)
 
Fixed asset additions        0 20
Inter-segment revenue of £211,000, included within continuing operating segments above, has been netted against discontinued operations 
results for the purpose of consolidated continuing operations reporting. 
Reconciliations of reportable segment revenues, profit or loss
2013 
£’000s
2012 
restated 
£’000s
 
Revenues
Total revenue for reportable segments 38,127 43,062
Less intra-segment revenue (4,843) (6,500)
Less revenue from discontinuing operations (687) (839)
 
Consolidated revenue from continuing operations 32,597 35,723 Financial statements 
Notes to the ﬁnancial statements
47 Ashcourt Rowan plc Annual report and accounts 2013
4 Operating segments continued
2013 
£’000s
2012 
restated 
£’000s
 
Other administrative expenses
Total administrative expenses for reportable segments (17,928) (12,917)
Less unallocated items:
Amortisation and depreciation 1,055 1,056
Head office costs and costs of parent company (7,229) (11,074)
Administrative expenses for discontinuing operations 416 492
 
Consolidated other administrative expenses for continuing operations (23,686) (22,443)
2013 
£’000s
2012 
restated 
£’000s
 
Profit or loss before tax
Total profit before tax for reportable segments 1,637 849
Unallocated amounts:
Management fees paid to parent 2,293 6,916
Head office costs and costs of parent company (7,014) (10,224)
Amortisation and depreciation 400 457
Loss on disposal of subsidiary – (309)
Share-based payments (39) 95
Add loss before tax on discontinuing segments (Note 5) 214 (288)
 
Consolidated loss before tax (2,507) (2,504)
Reportable 
segment 
total 
£’000s
Adjustments 
relating 
to parent 
£’000s
Consolidated 
totals 
£’000s
 
Other material items 2013
Investment income – continuing 50 12 62 
Investment income – discontinued (Note 5) 7 – 7 
Finance expense – continuing (8) (1) (9)
Finance expense – discontinued (Note 5) – – – 
Amortisation and depreciation – continuing (1,049) (1,105) (2,154)
Amortisation and depreciation – discontinued (6) – (6)
2013 
£’000s
2012 
restated 
£’000s
 
Reconciliation of total assets
Total assets for reportable segments 46,761 38,647 
Elimination of intra segment loans (2,119) (1,323)
Unallocated assets 8,258 19,880 
 
Consolidated total assets 52,901 57,204 
Unallocated assets represent goodwill, other intangibles assets, cash and trade and other receivables held by the parent.
2013 
£’000s
2012 
restated 
£’000s
 
Reconciliation of total liabilities
Total liabilities for reportable segments (10,063) (28,409)
Elimination of intra segment loans 1,020 20,275 
Unallocated liabilities 2,590 (572)
 
Consolidated total liabilities (6,453) (8,706)
Unallocated liabilities represent trade and other payables due by the parent.
2013 
£’000s
2012 
restated 
£’000s
 
Reconciliation of fixed asset additions
Total additions for reportable segments – 20 
Additions in parent 482 1,232 
 
Consolidated fixed asset additions 482 1,252  48 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
5 Discontinued operations
On 22 April 2013, after the end of the reporting period, the Group entered into an agreement to sell the business, intangible client relation 
assets and certain working capital assets of its wholly-owned subsidiary Ashcourt Rowan Administration Limited, carrying out personal 
pension administration. In addition the Group entered on the same date into an agreement to sell its wholly-owned subsidiaries Ashcourt 
Rowan Pension Trustee Limited and Robinson Gear Management Services Limited, carrying out trustee services for personal pension 
administration. The transactions completed on 22 April 2013.
The business disposed has been treated as held for sale at 31 March 2013 and as such treated as a non-continuing business. The 
consideration for the subsidiaries and business disposed has been agreed as a combination of cash consideration at closing, the buyer 
assuming a level of liabilities for post deal costs and negative net working capital transferred and two tranches of contingent deferred 
consideration over a two and five year period respectively.
The maximum consideration due for the disposal is as follows:
£’000s
 
Cash consideration at closing 700
Contingent deferred consideration at 12 and 24 months after completion 300
Contingent deferred consideration between year 3 and 5 from completion 325
Less cost of sale (including redundancy costs) (129)
 
Maximum total consideration net of cost of sale 1,196
The business disposed has been treated as held for sale at 31 March 2013 and as such treated as a non-continuing business.
Capital of the business disposed at 31 March 2013:
£’000s
 
Goodwill (see Note 14) 388
Intangibles (see Note 15) 23
Trade and other receivables 135
Trade and other payables (21)
Provisions (see Note 22) (162)
 
Net assets transferred 363
Summary of profit after tax for discontinued operations:
2013 
£’000s
2012 
£’000s
 
Ashcourt Rowan Administration Limited (loss)/profit before tax (192) 134
Tax credit 4 – 
Elimination of intergroup cost of sales 211 –
Net deferred consideration credit for EPIC Asset Management Limited 192 –
Reportable segment loss (EPIC Asset management Limited) – (113)
Loss on sale of discontinued operations – (309)
Other adjustment (1) –
 
Profit/(loss) for the year from discontinued operations, net of tax 214 (288)
6 Revenue
2013 
£’000s
2012 
restated 
£’000s
 
Continuing operations
 
Wealth management and financial planning services 32,597 35,723
No material revenue from continuing operations was generated outside of the UK. 
2013 
£’000s
2012 
restated 
£’000s
 
Discontinuing operations
Pension administration 687 674
Institutional fund management – 165
 
687 839
No material revenue was generated outside of the UK and the Channel Islands.  Financial statements 
Notes to the ﬁnancial statements
49 Ashcourt Rowan plc Annual report and accounts 2013
7 Loss/profit from operations
Loss/profit from operations has been arrived at after charging:
Continuing 
operations 
£’000s
 
Year ended 31 March 2013
Depreciation of property, plant and equipment (see Note 16) 1,518 
Staff costs (see Note 8) 19,122 
Auditors’ remuneration in respect of the statutory audit of the Group (next page) 116 
Amortisation of intangible assets (see Note 15) 636 
Exceptional costs (next page) 4,221
Exceptional receipts (next page) (1,148) 
Continuing 
operations 
£’000s
 
Year ended 31 March 2012
Depreciation of property, plant and equipment (see Note 16) 853
Staff costs (see Note 8) 23,408
Auditors’ remuneration (next page) 116
Settlement of cancelled software contract (188)
Amortisation of intangible assets (see Note 15) 586
Exceptional costs (next page) 1,445
Exceptional receipts (next page) (180)
The analysis of auditors’ remuneration is as follows:
2013 
£’000s
2012 
£’000s
 
Annual audit fee in respect of the statutory audit of the Group for the current financial year:
Audit of these financial statements 25 25
Audit of subsidiaries pursuant to legislation 103 103
 
128 128
Audit of these financial statements (12) (12)
 
116 116
Fees payable to the Company’s auditors and their associates for other services to the Group are as follows:
2013 
£’000s
2012 
restated 
£’000s
 
Tax compliance services 15 15
Review of interim financial information 12 12
VAT partial exemption review 185 –
 
212 27
2013 
£’000s
2012 
£’000s
 
Net exceptional costs
Change Management Programme:
Operating Model (outsourcing of systems and back office) 1,053 68 
ICT Project (restructuring and stabilisation of infrastructure) 330 –
Asset Management (integration of ARAM and Savoy) 357 – 
Financial Planning (advisory platform and RDR proposal) 300 – 
Governance & controls (system and control review and past business review) 930 57 
Corporate restructuring and redundancies 378 972 
Irrecoverable VAT on projects 166 – 
Regulatory fines 412 –
Occupancy restructuring costs 82 223 
FSCS levy (interim levy) 130 124 
Prior year bad debts 33 – 
Provision for compensation payments 50 – 
 
Total exceptional costs 4,221 1,445 
 
Net proceeds from Walker Crips agreement 371 – 
Net irrecoverable VAT credit relating to 2011/12 727 – 
Reversal of unused provisions brought forward 50 180 
 
Total exceptional receipts 1,148 180 
 
Net exceptional costs 3,073 1,265  50 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
8 Staff costs, including Directors’ remuneration
The average monthly number of employees (including executive directors) was:
Continuing 
operations 
Number
Discontinued 
operations 
Number
Total 
Number
 
Year ended 31 March 2013
Administration staff 204 4 208
Fund managers and investment advisers 92 0 92
Directors and other managers 11 0 11
 
  307 4 311
Continuing 
operations 
Number
Discontinued 
operations 
Number
Total 
Number
 
Year ended 31 March 2012
Administration staff 242 8 250
Fund managers and investment advisers 100 0 100
Directors and other managers 13 0 13
 
  355 8 363
Their aggregate remuneration comprised:
Continuing 
operations 
£’000s
 
Year ended 31 March 2013
Wages and salaries 16,702 
Social security costs 1,589 
Other pension costs paid to defined contribution arrangements 735 
Share-based payments 96 
 
19,122
Continuing 
operations 
£’000s
 
Year ended 31 March 2012
Wages and salaries 20,106
Social security costs 2,300
Other pension costs paid to defined contribution arrangements 907
Share-based payments 95
 
23,408
The average staff numbers have reduced in 2013 as a result of cost reduction initiatives, restructuring, and simplification of the operation of 
the Company including the planned exit of a number of revenue generators and their support staff.
Aggregate Directors’ emoluments included above comprised:
2013 
£’000s
2012 
restated 
£’000s
 
Emoluments 972 938
Pension contributions 55 44
Share-based payments – –
Compensation for loss of office – 325
 
1,027 1,307
The emoluments and pension contribution for the highest paid Director were £350,000 and £35,000 respectively (2012: £474,229 and £nil).
9 Finance income
2013 
£’000s
2012 
restated 
£’000s
 
Finance income 62 26
10 Other gains and (losses)
2013 
£’000s
2012 
restated 
£’000s
 
Proceeds from liquidation of investment – 26 Financial statements 
Notes to the ﬁnancial statements
51 Ashcourt Rowan plc Annual report and accounts 2013
11 Finance costs
2013 
£’000s
2012 
restated 
£’000s
 
Interest on loans 9 18
12 Taxation
2013 
£’000s
2012 
restated 
£’000s
 
Current tax (4) 50 
Over provision in prior periods (–) (3)
 
 (4) 47
Deferred tax credit (see Note 19) 152 141 
 
Total tax credit on continuing operations 148 188 
Current tax on discontinued operations (Note 5) 4 (50)
Deferred tax on discontinued operations (Note 5) – –
 
152 138
Corporation tax is calculated at 24% (2012: 26%) 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:
2013 
£’000s
2012 
restated 
£’000s
 
Loss on continuing operations before tax in the year (2,508) (2,504)
 
Tax credit at 24% (2012: 26%) thereon 602 651
Expenses not deductible for tax (274) (92)
Other allowances (188) (222)
Losses utilised/carried forward 8 (146)
Under provision in prior periods – (3)
 
148 188
13 Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
2013 
£’000s
2012 
restated 
£’000s
 
Loss on continuing operations for the purposes of basic and diluted  
loss per share on continuing operations (2,359) (2,316)
(Loss)/profit on discontinued operations 214 (288)
 
Loss for the purposes of basic and diluted loss per share being loss  
attributable to equity holders of the parent (2,145) (2,604)
2013 
Number
2012 
Number
 
Weighted average number of ordinary shares for the purposes of fully diluted earnings per share 26,980,368 21,015,794
The denominator for the purposes of calculating basic and diluted earnings per share has been adjusted to reflect the share issues which  
took place in the year. In 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 1,222,949 (2012: 640,165). In addition, the Company made awards in March 2013 under a Growth Securities Ownership  
Plan. Up to around 4.76 million shares could be awarded under the plan. Further detail is provided in Note 26.
14 Goodwill
£’000s
 
Cost
As at 31 March 2011 and 2012 34,836
Goodwill on business held for sale (Note 5) (388)
 
As at 31 March 2013 34,448 52 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
14 Goodwill continued
Goodwill arising in a business combination is allocated to the cash-generating unit (CGU) which is expected to benefit from the  
acquisition. As a result of the restructuring of the Group in the year including the transfer of the Savoy business into Ashcourt Rowan  
Asset Management, goodwill has been reallocated between investment management and financial planning CGUs. In the prior year goodwill 
was allocated between the Ashcourt and Savoy CGUs (£27,412,000 and £7,424,000 respectively). The carrying amount of goodwill has  
been allocated as follows:
2013 
£’000s
2012 
restated 
£’000s
 
Investment Management 22,724 22,724 
Financial Planning 11,724 11,724 
Pension Administration (Note 5) – 388 
 
Total 34,448 34,836      
Goodwill in Pension Administration CGU has been included as an asset held for disposal as at 31 March 2013 (see Note 5).
The Group tests for impairment in the period of acquisition and annually thereafter unless there are indications that goodwill may be impaired 
such that earlier assessment is required. The recoverable amounts of CGUs are derived from the higher of fair value less cost of sale and 
value in use calculations. 
The key assumptions used in arriving at a fair value less cost of sale are those around valuations based on earnings and revenue multiples and 
values based on assets under management. These have been arrived at by looking at market valuations of similar businesses. Management 
has used a range of conservative multiples resulting in an average of 1.6x 2012/13 revenue, 1.7% of discretionary assets under management 
and 0.8% of assets under advice, 8.2x 2012/13 Underlying EBITDA (if above zero), 7.1x 2013/14 Budget Underlying EBITDA (if above zero) to 
arrive at an assessment of 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. Changes to revenue and costs are based upon management’s expectation. The Group 
prepares its budget annually for each CGU and five-year cash flow forecasts are derived there from and thereafter extrapolates using a 
terminal growth rate of 0% (2012: 0%), which management considers conservative against industry average long-term growth rates.
Management estimates discount rates using pre-tax rates which reflect current market estimates of the time value of money and risks 
specific to the CGUs. The rate used to discount the forecast cash flows from all CGUs is 11.25% (2012: 11%). 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 £34.44 million (2012: £34.84 million). Out of the total goodwill £388,000 
relate to the pension administration CGU treated as held for sale at year end and as a discontinued business as a result. No impairment has 
been made for the goodwill relating to the pension administration CGUs as the agreed net consideration for the business less cost to sell is 
higher than its carrying value at 31 March 2013.
Both value-in-use and fair value less cost to sell estimations result in amounts higher than the carrying value of goodwill for each of the 
Group’s continuing CGUs. As the Director’s estimate of value-in-use for each continuing CGU is higher than fair value less cost to sell,  
the recoverable amount for the purpose of final impairment testing was determined on the basis of value-in-use.
The excess of recoverable amount over carrying value of goodwill and intangible assets for continuing CGUs is estimated as follows:
31 March 2013 (continuing CGUs) £’000s
Carrying value  
of CGU*
Recoverable amount 
(value in use)
2012/13  
Impairment charge
Excess over  
carrying value
 
Investment Management 23,828 44,412 – 20,584
Financial Planning 12,481 22,940 – 10,459
* Includes goodwill and intangibles
A number of sensitivities were carried out to test level at which an impairment charge would need to be recognised, supporting the 
conclusion that no impairments should be made. Key sensitivities are as follows:
Sensitivities: Value required to result in Impairment 
(tested individually)
Value in Use: Key Assumptions Used
Investment 
Management Financial Planning
 
Discount rate 11.25% 23.0% 19.2%
Terminal value 0% na – prudent assumption
Recurring revenue growth in years 2 to 5 (including market growth) 8% pa (1%) pa 2% pa
Cost base growth 3% 10% pa 7% pa
In addition in case of the above sensitivity threshold values being surpassed, fair value less cost to sell would have to reduce to a level  
below carrying value. We have tested the sensitivity of the fair value less cost to sell to individual valuation metrics and concluded that  
overall valuation is not significantly dependent on any single metric. Valuation metrics and multiples used would have to reduce by (24)%  
in Investment Management and (26)% in Financial Planning for fair value less cost to sell to fall below carrying value.
As a result of the above no impairments have been made during the year (2012: £nil) based upon the Directors’ review. Financial statements 
Notes to the ﬁnancial statements
53 Ashcourt Rowan plc Annual report and accounts 2013
15 Other intangible assets
Acquired 
client 
relationships
Acquired 
client 
relationships
Acquired 
unit trust 
management 
contracts
Acquired 
investment trust 
management 
contracts Total
Investment 
Management
Financial 
Planning
Pension 
Administration
Investment 
Management 
£’000s £’000s £’000s £’000s £’000s
 
Cost
At 31 March 2011 4,205 2,152 62 589 7,008
Disposal (644) – – (442) (1,086)
 
At 31 March 2012 3,561 2,152 62 147 5,922
Transfer of business held for sale – – (62) – (62)
 
At 31 March 2013 3,561 2,152 – 147 5,860
 
Amortisation
At 31 March 2011 2,379 965 27 523 3,894
Charge for the year 356 215 6 15 592
Disposal (644) – – (442) (1,086)
 
At 31 March 2012 2,091 1,180 33 96 3,400
Charge for the year 406 215 6 15 642
Transfer of business held for sale – – (39) – (39)
 
At 31 March 2013 2,497 1,395 – 111 4,003
 
Carrying amount 
At 31 March 2013 1,064 757 – 36 1,857
 
At 31 March 2012 1,470 972 29 51 2,522
 
At 31 March 2011 1,826 1,187 35 66 3,114
The Group has no contractual commitments for its intangible assets in both the current and prior period. The recognition of acquired 
intangible assets in the period resulted from the acquisitions as described in Note 14. Acquired client relationships, acquired unit trust 
management contracts and acquired investment trust management contracts are amortised over their estimated useful lives, being  
ten years. 
Estimates of total remaining economic life of intangible assets for amortisation purposes are as follows:
Acquired client relationships – three years 
Acquired investment trust management contracts – three years
Acquired unit trust relationships – three years
16 Property, plant and equipment
Fixtures 
and 
equipment 
£’000s
 
Cost
At 31 March 2011 4,512
Additions 1,252
Disposals (263)
 
At 31 March 2012 5,501
Additions 482
 
At 31 March 2013 5,983
 
Depreciation and impairment
At 31 March 2011 2,684
Charge for the year – continuing 853
On disposals (261)
 
At 31 March 2012 3,276
Charge for the year – continuing 1,518
 
At 31 March 2013 4,794
 
Carrying amount 
At 31 March 2013 1,189
 
At 31 March 2012 2,225
 
At 31 March 2011 1,828 54 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
17 Available-for-sale investments
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 –  inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or 
indirectly (i.e., derived from prices)
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The available for sale investments held by the Group are level three investments and are as follows:
2013 
£’000s
2012 
£’000s
 
Included in non-current assets:
Equity investments 146 146
 
146 146
During the year there were no transfers between level 1 and level 2 valuation methods and no transfers into or out of level 3 valuation method.
These investments are held at the Directors’ estimate of fair value and relate to an investment of a 4.17% privately owned financial services 
company for which there is no observable market data. The valuation has been based on the Directors’ review of the investment’s publicly 
available financial data and on discussions with the investment’s management. The effect of fair value changes during the year is not 
considered significant. The Group has a 4.17% holding.
18 Trade and other receivables
2013 
£’000s
2012 
£’000s
 
Trade and other receivables
Client receivables 1,419 1,870
Prepayments and accrued income 4,722 6,146
Other receivables 479 222
 
6,620 8,238
Allowance is made for estimated irrecoverable amounts from trade receivables of £67,000 (2012: £64,000). The Directors consider that the 
carrying amount of trade and other receivables approximates to their fair value.
Bank balances and cash comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less.  
The carrying amount of these assets approximates to their fair value.
Financial risk management
The financial risk management objectives and policies of the Group and related disclosures are set out on pages 19 to 21 in the business 
review and Note 28.
19 Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior 
reporting period.
At the balance sheet date, excess management expenses and tax losses available for carry forward are approximately £5.6 million (2012: 
£4.3 million). No deferred tax asset has been recognised in respect of the losses due to the unpredictability of future profit streams in the 
companies where the losses reside. Such losses may be carried forward indefinitely.
On acquisitions 
£’000s
On share-based 
payments 
£’000s’
Total 
£’000s
 
At 31 March 2011 813 (359) 454
Arising on share-based payments:
Continuing operations – 4 4
Discontinued operations – – –
 Released in the year (see Note 12):
Continuing operations (145) – (145)
 
At 31 March 2012 668 (355) 313
Arising on share-based payments:
Continuing operations (148) (4) (152)
Released in the year (see Note 12):
Continuing operations – – –
 
At 31 March 2013 520 (359) 161 Financial statements 
Notes to the ﬁnancial statements
55 Ashcourt Rowan plc Annual report and accounts 2013
20 Trade and other payables
2013 
£’000s
2012 
£’000s
 
Trade and other payables 5,875 8,291
The Directors consider that the carrying amount of trade payables approximates to their fair value. 
21 Loans and deferred consideration 
Loans and deferred consideration have arisen in connection with various acquisitions as follows:
£’000s
 
At 31 March 2013
Subordinated loans 30
At 31 March 2012
Subordinated loans
 
Within one year 30
 
22 Provisions
Potential Client 
Compensation 
Payments 
£’000s
Surplus 
leasehold 
property costs 
£’000s
Total 
£’000s
 
At 31 March 2011 – 99 99
Increase/(reduction) in provision – (27) (27)
 
At 31 March 2012 – 72 72
Increase/(reduction) in provision 162 (30) 132
 
At 31 March 2013 162 42 204
2013 
£’000s
2012 
£’000s
 
Included in current liabilities 204 30
Included in non-current liabilities – 42
 
204 72
The provision in respect of surplus leasehold assets reflects management’s best estimate of the liability arising from onerous lease 
obligations in respect of leasehold property interests acquired on the acquisition of subsidiaries in the period ended 31 March 2006.
Client compensation payments reflect management’s best estimate of the liability arising from a number of known potential  
compensation payments.
23 Share capital
2013 
£’000s
2012 
£’000s
 
Issued and fully paid:
 26,994,486 (2012: 26,938,473) ordinary shares of £0.2 each 5,399 5,388
During the year the Company issued shares on the under-noted dates in the following amounts:
Number  
of shares 
issued
Nominal value 
of shares issued 
£’000s
 
As at 31 March 2012 26,938,473 5,388
Syndicate Employee Benefit Trust – issued at £0.2 each (£0.002 pre-consolidation) 29 March 2012 56,013 11
 
As at 31 March 2013 26,994,486 5,399 56 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
23 Share capital continued
 
Number 
of shares  
issued 
pre-consolidation
Number 
of shares 
issued 
post-consolidation
Nominal 
value of  
shares issued 
£’000s
Proceeds 
of share 
issued 
£’000s
 
As at March 2011 18,107,487 3,621
Syndicate Employee Benefit Trust – issued at £0.2 each 
(£0.002 pre-consolidation) 
1 June 2011 17,033,333 170,333 35 35
7 October 2011 8,697,789 86,978 17 17
1 February 2012 47,438 10 10
29 March 2012 26,237 5 5
New placing – issued at £1.00 each on 5 December 
2011 net of £625,000 expenses 8,500,000 1,700 7,875
 
At 31 March 2012 26,938,473 5,388
The shares acquired by the Syndicate EBT were distributed to staff under the long-term incentive plan during the year. At the year end 
theEBT held no shares in the Company.
The Company has one class of ordinary shares which carries no right to fixed income.
Management of the Company’s capital is discussed in the Risk Management section of the Directors’ Report and in Note 28.
24 Share premium reserve
Share premium 
£’000s
 
At 31 March 2012 28,697
 
At 31 March 2013 28,697
25 Equity reserve
Equity  
reserve  
£’000s
 
At 31 March 2011 1,369
Share-based payments – Options (30)
Share-based payments – Long Term Incentive 303
Share-based payments – Deferred share bonus –
Forfeited Long Term Incentive awards (146)
Forfeited Deferred share bonus awards (32)
Shares issued to Employee Benefit Trust (67)
Transfer from retain earnings 67
 
At 31 March 2012 1,464
Share-based payments – Options –
Share-based payments – Long Term Incentive 77
Share-based payments – GSOP 19
Forfeited Long Term Incentive awards –
Shares issued to Employee Benefit Trust (11)
Transfer from retained earnings 11
 
At 31 March 2013 1,560
26 Share-based payments
(a)  Options
On 16 December 2008 employees and Directors released their entitlement to 35,000 options over the Company’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 18 December 2008, for no gain or 
loss in the income statement, by options over 35,000 shares which have been valued under the Black-Scholes model and accounted for as 
equity-settled share-based payments in the year to 31 March 2009. The inputs to the valuation of this issue are:
Weighted average share price £0.0875
Weighted average exercise price £0.12
Expected volatility 30%
Expected life 4 years
Risk-free rate 2.63%
Expected dividends –
The Company has established an unauthorised and an authorised share option scheme. The authorised scheme received HM Revenue and 
Customs approval on 9 November 2006. For each award the exercise 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. 
If the options remain unexercised after a period of ten years from the date of award, the options expire. Furthermore, options are forfeited if 
the employee leaves the Group before the options vest. Employees who are deemed “good leavers” are entitled to exercise their option for 
a period of six months after they leave. Financial statements 
Notes to the ﬁnancial statements
57 Ashcourt Rowan plc Annual report and accounts 2013
26 Share-based payments continued
(a)  Options continued
The following share options granted under the scheme were in place at 31 March 2013:
Date option granted Option price per share Number of options
 
18 December 2008 post-consolidation £12.00 20,000
The number and weighted average exercise price (WAEP) of share options outstanding are as follows:
Number
WAEP  
(pence)
 
At 31 March 2012 post-consolidation 17,250 £12.00
Forfeited during the year (5,250) £12.00
 
Outstanding at 31 March 2013 12,000 £12.00
These options all expire if unexercised by 8 December 2018.
(b)  Long Term Incentive Plan
On 3 December 2009 the Company awarded 485,000 ordinary shares (post consolidation) to employees of the Group under a long-term 
incentive plan. These shares are accounted for as equity-settled share-based payments and vest in equal instalments on the first second 
and third anniversaries of the award date, subject to certain performance related vesting conditions. A further 37,000 shares were awarded 
on 2 March 2010. These also vest in equal instalments on the first, second and third anniversaries of the award date subject to certain 
performance related vesting conditions. The exercise 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 2.15p per share. These awards, if unexercised, expire in three equal amounts on 3 December 2020, 2021 and 2022.
On 1 October 2010 the Company awarded 61,500 ordinary shares to employees of the Group under the long-term incentive plan. These 
shares are accounted for as equity-settled share-based payments and vest on the third anniversaries of the award date, subject to certain 
performance related vesting conditions. These awards if unexercised expire on 1 October 2023. 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 1.68p per share.
A further 41,000 shares were awarded on 1 March 2011. These vest in equal instalments on the first, second and third anniversaries of the 
award date subject to certain performance and share price related vesting conditions. The exercise price for these awards is £nil per share. 
These awards, if unexercised, expire on in three equal amounts on 1 March 2022, 2023 and 2024. 
These have been valued using a Monte Carlo simulation.
During the year awards 139,000 shares were forfeited by employees. The exercise price for these awards is £nil per share. Awards over 
21,000 shares were exercised during the year and shares issued to the employees concerned. 
On 21 December 2012 the Group awarded 803,000 ordinary shares to employees of the Group under the long-term incentive plan. These 
shares are accounted for as equity-settled share-based payments and vest on the third anniversaries of the award date, subject to certain 
performance related vesting conditions. These awards, if unexercised, expire on 21 December 2015. 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. These have been valued using a Monte Carlo simulation 
model, with expected volatility of 31%, dividend yield of 3.1% and risk free rate of 0.5%. The fair value at the grant date calculated using 
these assumptions is 26.4p per share.
(c)  Deferred share bonus
At 31 March 2010 the Company had also provided for a deferred bonus to be awarded to staff for the year. The bonus would take the form 
of an equity-settled deferred award of shares to be issued in August 2011. Awards over 232,000 shares were made. 
The Directors estimated the fair value at the grant date based on the market value of the shares awarded (2.02p per share) adjusted 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 1 April 2009 and 31 March 2011, consistent with the service period attached to the awards. The awards were actually 
made in August 2010. The exercise price for these awards is £nil per share.
The total number of shares over which LTIP and deferred share bonus awards have been made at the beginning and end of the financial year 
is as follows:
LTIP awards Deferred share bonus Total
 
At 31 March 2011 147,890,669 21,689,581 169,580,250
Awards exercised during the year (14,007,330) (11,991,281) (25,998,611)
Awards forfeited during the year (82,885,002) (1,408,500) (84,293,502)
 
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
 
Awards exercised during the year (34,667) (27,292) (61,959)
Awards forfeited during the year (126,271) (4,702) (130,973)
Awarded during the year 803,000 – 803,000
 
At 31 March 2013 1,152,045 50,904 1,202,949
A charge of £77,000 (2012: £95,000) has been recognised in the income statement. The balance on the equity reserve represents amounts 
provided in respect of share-based payments. 58 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
26 Share-based payments continued 
(d)  Growth Securities Ownership Plan
On 6 March 2013 the Company awarded ordinary shares to employees of the Group under a Growth Securities Ownership Plan (“GSOP”), in 
exchange for their continued service to the Group. The number of shares to be awarded is calculated based on a fixed multiplier, which varies 
based on the average share price in the 20 days before the settlement date of 1 September 2016. The maximum potential number of shares 
to be awarded under the GSOP is approximately 4.76 million.
The Group has the option to settle the shares in cash or equity, under the terms and conditions of the Plan. The Group has made the 
judgement that the shares should be accounted for as equity-settled share-based payments, which vest on the settlement date, subject to 
the share price related vesting conditions described above. 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. These have been valued using a Monte Carlo simulation model, with expected volatility of 37%, 
dividend yield of 3.1% and risk free rate of 0.5%. The fair value at the grant date calculated using these assumptions is £971,968. 
In the period between the grant date and 31 March 2013, no shares have been forfeited, exercised or have lapsed. A charge of £19,000 has 
been recognised in the income statement (2012: nil).
(e)  Share Incentive Plan
Ashcourt Rowan operates an authorised Group share incentive plan for employees, whereby the Group will match the number of shares 
acquired by the employee under the scheme up to a maximum of £1,500 per annum. These matching shares vest after three years. 
The costs of purchasing any matching shares are spread over the three years following each purchase and recorded in overheads. A charge 
of £73,092 has been recognised in the income statement (2012: £77,560).
27 Retained earnings/(deficit)
£’000s
 
At 31 March 2011 (34,380)
Loss for the year (2,604)
Transfer to equity reserve (67)
Transfer of share premium 50,000
 
At 31 March 2012 12,949
Loss for the year (2,145)
Transfer to equity reserve (11)
 
At 31 March 2013 10,793
On 22 February 2012, the Company was granted approval by the High Court of Justice to reduce the amount of the share premium account 
by £50 million to be credited as a distributable reserve.
28 Risk management
Exposure to credit risk, market risk (which combines foreign currency risk, interest rate risk and market price risk) and liquidity risk arises in 
the normal course of the Group’s business. For details of the risks of the Company see Note 42.
Capital risk management
The Group manages its capital through continuous review of the total regulatory capital requirements of its regulated subsidiaries which is 
reported monthly to the Board. The Group and each regulated entity have been in compliance with their regulatory capital requirements at all 
times during the year. The Group is funded by total equity of £46.4 million (2012: £48.5 million).
Externally imposed capital requirements
The Group has subsidiaries that are supervised in the UK by the Financial Conduct Authority (FCA). The regulated subsidiary companies 
submit quarterly returns to the FCA relating to capital adequacy. The Group submits a return at the half year and year end setting out the 
Group’s position in relation to the FCA’s requirements on a consolidated basis but has been granted a waiver to these requirements until 
September 2014. Throughout the year the Group held significant surplus capital over the regulatory requirements. At 31 March 2013 the 
total regulatory capital requirement across the Group was £5.5 million and the Group had an aggregate surplus of £2.7 million across all 
regulated entities.
Credit risk
The credit risk to the Group 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 significant concentrations of credit risk external to the Group.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Group does not require 
collateral in respect of financial assets because for the majority of client accounts the Group 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 infrequent.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international  
credit-rating agencies. Financial statements 
Notes to the ﬁnancial statements
59 Ashcourt Rowan plc Annual report and accounts 2013
28 Risk management continued
Credit risk continued
At the balance sheet date the Group had the following credit risk exposures:
2013 2012
Carrying 
value  
£’000s
Maximum 
exposure
 £’000s
Carrying 
value  
£’000s
Maximum 
exposure  
£’000s
 
Cash and cash equivalents 8,036 8,036 9,117 9,117
Client receivables 1,419 1,419 1,870 1,870
Prepayments and accrued income 4,722 4,722 222 222
Other receivables 479 479 5,007 5,007
 
 14,656 14,656 15,216 15,216
The amounts in the above table are based on the carrying value of all accounts. The Group has other receivables that are not subject to 
credit risk.
Cash and cash equivalents
A significant amount is held with the following institutions:
Rating at  
31 March  
2013
Balance at  
31 March  
2013
Rating at  
31 March  
2012
Balance at  
31 March  
2012
 
Royal Bank of Scotland Group A3 7,717 A2 8,878
Other financial institutions 318 238
Other cash amounts 1 1
 
8,036 9,117
The Board monitors the utilisation of the credit limits regularly and at the reporting date does not expect 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:
2013 2012
Gross 
£’000s
Bad debt 
provisions 
£’000s
Gross 
£’000s
Bad debt
 provisions 
£’000s
 
< 60 days 228 – 286 –
60–180 days 79 – 23 –
180–360 days 45 – 53 –
> 360 days 100 67 80 64
 
452 67 442 64
Foreign currency risk
The Group is exposed 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 US dollars and euros. 
In respect of other monetary assets and liabilities held in currencies other than sterling, the Group ensures that the net exposure is kept to an 
acceptable level, by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.
The significant majority of the Group’s clients are invoiced in sterling and the Group only maintains a small float of cash in foreign currencies. 
Therefore, the Group’s currency risk is minimal and accordingly no sensitivity analysis has been presented.
Interest rate risk
The Group’s exposure to interest rate risk on financial assets is mitigated by placing surplus funds on fixed 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 90 days. All cash balances at the year end were held on call deposit. The Group also has interest-bearing financial liabilities with floating 
interest rates.
Management deems interest rate risk immaterial and does not actively manage this risk. At the balance sheet date, the Group held £8 million 
(2012: £9.1 million) in cash and cash equivalents on which interest is earned and had £nil (2012: £nil) payable in loans and deferred 
consideration on which interest is paid with floating rates of interest.
An increase of 50 basis points in interest rates at the balance sheet date would increase the interest payable on floating rate interest bearing 
liabilities held at the balance sheet date by £nil per annum net of tax (2012: £nil), assuming a corporation tax rate of 24% (2012: 26%).
An increase of 50 basis points in interest rates at the balance sheet date would increase interest receivable on cash and cash equivalents held 
at the balance sheet date by £40,200 per annum (2012: £45,000) net of tax, assuming a corporation tax rate of 24% (2012: 26%). 60 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
28 Risk management continued 
Market price risk
Equity prices are governed by markets in which such equities are traded. The construction of equity portfolios for funds where the Group 
acts as manager is driven by the investment objectives of each fund and consequently market risk cannot be fully mitigated. There were no 
principal stock positions at the balance sheet date.
Management deems market price risk to be immaterial.
Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations when they fall due or will have to 
do so at excessive cost. This risk can arise from mismatches in the timing of cash flows relating to assets, liabilities and off-balance sheet 
instruments. The Group monitors liquidity risk taking into account cash balances held and levels of borrowing in addition to the requirements 
imposed by the Financial Conduct Authority on the Group’s regulated subsidiaries. 
Non-derivative cash flows
The table below presents the cash flows receivable and payable by the Group under non-derivative financial assets and liabilities by remaining 
contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual, undiscounted cash flows whereas 
the Group manages inherent liquidity risk on expected undiscounted cash flows.
The net liquidity positions in the table below relate to cash flows on contractual obligations existing at the balance sheet date. They do not 
take account of any cash flows generated from profits 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 2013
Assets
Cash and cash equivalents 8,036 – – – –
Client receivables – 1,419 – – –
Other financial assets 4,722 – – – –
 
Total financial assets 12,758 1,419 – – –
 
Liabilities
Trade and other payables – 5,875 – – –
 
Total financial liabilities – 5,875 – – –
 
Net liquidity surplus/(deficit) 12,758 (4,456) – – –
On demand 
£’000
< 3 months 
£’000
3–12 months 
£’000
1–5 years 
£’000
> 5 years 
£’000
 
As at 31 March 2012
Assets
Cash and cash equivalents 9,117 – – – –
Client receivables – 1,870 – – –
Other financial assets 222 – – – –
 
Total financial assets 9,339 1,870 – – –
 
Liabilities
Trade and other payables – 8,291 – – –
 
Total financial liabilities – 8,291 – – –
 
Net liquidity surplus/(deficit) 9,339 (6,421) – – –
Fair values
Estimation of fair values
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in 
the table.
Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other 
receivables/payables greater than one year are discounted at base rate to determine the fair value. Financial statements 
Notes to the ﬁnancial statements
61 Ashcourt Rowan plc Annual report and accounts 2013
29 Operating lease arrangements
2013 
£’000s
2012 
£’000s
 
Minimum lease payments under operating leases recognised in income for the year 955 1,033
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due as follows:
2013 
£’000s
2012 
£’000s
 
Within one year 595 923
In the second to fifth years inclusive 1,594 622
After five years – 2,411
 
2,189 3,956
Operating lease payments represent rentals payable by the Group for certain of its office properties. Leases were negotiated for an average 
term of seven years and rentals are fixed for an average of three years.
30 Post balance sheet events
Other than the disposal of the business of Ashcourt Rowan Administration Limited as per Note 5, there have been no other post balance 
sheet events.
31 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not 
disclosed in this note. Transactions between the Company and its subsidiaries are disclosed in the Company’s separate financial statements 
(see Note 41). 62 Ashcourt Rowan plc Annual report and accounts 2013
Note
2013 
£’000s
2012 
£’000s
Non-current assets
Property, plant and equipment 35 1,133 2,118
Investments in subsidiaries 36 24,999 24,936
Due from Group companies 19,974 20,276
 
Total non-current assets 46,106 47,330
 
Current assets
Other receivables 2,283 757
Due from Group companies 329 –
Taxation 672 –
Cash and cash equivalents 289 4,238
 
Total current assets 3,573 4,995
 
Total assets 49,679 52,325
 
Current liabilities
Other payables 38 (3,276) (2,589)
Due to Group companies (1,358) (1,323)
 
Total current liabilities (4,634) (3,912)
 
Total liabilities (4,634) (3,912)
 
Net assets 45,045 48,413
 
Equity
Share capital 39 5,399 5,388
Share premium account 39 28,697 28,697
Equity reserve 39 1,560 1,464
Retained earnings 40 9,389 12,864
 
Equity attributable to equity holders of the parent 45,045 48,413
The financial statements were approved by the Board of Directors and authorised for issue on 1 July 2013. They were 
signed on its behalf by:
Jonathan Polin Alﬁo Tagliabue 
Group Chief Executive Ofﬁcer Group Chief Financial Ofﬁcer
Company statement of nancial position
as at 31 March 2013 Financial statements 
Company statement of changes in equity
63 Ashcourt Rowan plc Annual report and accounts 2013
Share
capital
(Note 23)
£’000s
Share
premium
reserve
(Note 24)
£’000s
Equity
reserve
(Note 39)
£’000s
Retained
earnings
(Note 40)
£’000s
Total
£’000s
At 31 March 2011 3,621 72,522 1,369 (36,887) 40,625
Total comprehensive income for the year:
Loss for the year – – – (249) (249)
Transactions with owners recorded directly in equity:
Share-based payments – – 95 – 95
Issues of shares to Employee Benefit Trust 67 – – – 67
Share premium reduction – (50,000) – 50,000 –
Issue new share placing 1,700 6,175 – – 7,875
 
At 31 March 2012 5,388 28,697 1,464 12,864 48,413
Total comprehensive income for the year:
Loss for the year – – – (3,475) (3,475)
Transactions with owners recorded directly in equity:
Issues of shares to Employee Benefit Trust 11 – – – 11
Share-based payments – – 96 – 96
 
At 31 March 2013 5,399 28,697 1,560 9,389 45,045
Share capital represents the nominal value of shares subscribed for. The share premium reserve represents the total 
amount subscribed for shares in excess of the nominal value. The equity 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.
Company statement of changes in equity
for the year ended 31 March 2013 64 Ashcourt Rowan plc Annual report and accounts 2013
2013 
£’000s
2012 
£’000s
Loss for the year (3,475) (249)
Adjustments for:
Depreciation of property, plant and equipment 1,467 757
Share-based payment expense 33 (12)
Investment income (11) (10)
Other gains and losses – (93)
Loss on sale of subsidiary (192) –
Corporation tax (credit)/charge and Group relief (672) (180)
 
(2,850) 213
Increase in other receivables (1,683) (234)
(Decrease)/increase in other creditors and accruals 695 (978)
Tax and Group relief received – 102
 
Net cash from/(used in) operating activities (3,838) (897)
 
Investing activities
Interest income 11 10
Purchases of property, plant and equipment (482) (1,232)
Proceeds on sale of subsidiary 353 (90)
(Loans to)/repaid by Group companies 7 (1,609)
Proceeds on liquidation of investment – 26
 
Net cash (used in)/from investing activities (111) (2,895)
 
Financing activities
Proceeds of share issues – 8,567
Costs of share issue – (625)
 
Net cash from financing activities – 7,942
 
Net increase in cash and cash equivalents (3,949) 4,150
Cash and cash equivalents at beginning of year 4,238 88
 
Cash and cash equivalents at end of year 289 4,238
Company statement of cash ows
for the year ended 31 March 2013 Financial statements 
Notes to the ﬁnancial statements
65 Ashcourt Rowan plc Annual report and accounts 2013
32 Significant accounting policies 
The separate financial statements of the Company are presented as required by the Companies Act 2006. As permitted by that Act, 
the separate financial statements have been prepared in accordance with IFRSs as adopted by the EU as applied in accordance with 
the provisions of the Companies Act 2006. Advantage has been taken of section 408 of the Companies Act 2006 and a Company only 
income statement is not presented.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are the same as those 
set out in Note 2 to the consolidated financial statements except as noted below.
Investments in subsidiaries
Investments 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 Company’s subsidiary companies.
Share-based payments
The Company issues equity-settled and cash-settled share-based payments to certain employees of the Company and the Group. Equity settled 
share-based payments are measured at fair value at the date of grant. The fair value is determined using the Black-Scholes model at the grant 
date and in respect of employees of the Company is expensed on a straight line basis over the vesting period, based on the Group’s estimate 
of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. For share-based payments in respect of 
employees of other Group companies the fair value is added to the cost of investment in those Group companies on a straight line basis.
The valuation models used together with the assumptions used on expected volatility, risk-free rates, expected dividend yields and expected 
forfeiture rates are disclosed in Note 26.
The Company awarded ordinary shares to employees of the Group under a Growth Securities Ownership Plan (“GSOP”), in exchange for 
their continued service to the Group. The number of shares to be awarded is calculated based on a fixed multiplier, which varies based on the 
average share price in the 20 days before the settlement date of 1 September 2016. 
The Company has issued an option to settle the shares in cash or equity, under the terms and conditions of the Plan. The Group has made 
the judgement that the shares should be accounted for as equity-settled share-based payments, which vest on the settlement date, subject 
to the share price related vesting conditions described above. 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. These have been valued using a Monte Carlo simulation model. 
Intra-group balances
Amounts due from Group undertakings are classified as loans and receivables and are initially recorded at fair value and are subsequently 
recorded at amortised cost under the effective interest method.
Amounts due to Group undertakings are classified as financial liabilities measured at amortised cost. They are initially recorded at fair value 
and subsequently recorded at amortised cost under the effective interest method.
33 Loss from operations 
The auditors’ remuneration for audit services to the Company was £25,000 (2012: £25,000).
Other significant charges include exceptional costs of £2.6 million (2012: £1.1m) and depreciation £1.4 million (2012: £0.7million).
34 Subsidiaries
Ashcourt Holdings Limited (formerly Ashcourt Holdings plc) and Savoy Asset Management Limited (formerly Savoy Asset Management Plc) 
are the only directly wholly owned subsidiaries of the Company. Details of the Company’s subsidiaries at 31 March 2013 are as follows:
Name of subsidiary
Place of 
incorporation 
ownership 
and operation
Proportion
of voting 
interest
%
Proportion
of power 
held
%
 
Ashcourt Holdings Limited UK 100 100
Wholly owned by Ashcourt Holdings Limited:
Ashcourt Rowan Asset Management Limited UK 100 100
Ashcourt Investment Advisers Limited UK 100 100
Ashcourt Rowan Administration Limited UK 100 100
Ashcourt Rowan Financial Planning Limited UK 100 100
Robinson Gear (Management Services) Limited UK 100 100
Ashcourt Nominees Limited UK 100 100
Ashcourt Rowan Pension Trustees Limited UK 100 100
Ashcourt Nominees No 2 Limited UK 100 100
Investment Management Holdings Limited UK 100 100
Rowan & Company Capital Management Limited UK 100 100
Paragon Trustees Limited UK 100 100
Savoy Investment Management Limited UK 100 100
Savoy Asset Management Limited UK 100 100
Wholly owned by Savoy Asset Management Limited:
Guildhall Investments Limited UK 100 100
St Pauls Nominees Limited UK 100 100
During the year Savoy Investment Management Limited was transferred from Savoy Asset Management Limited to Ashcourt Holdings Limited.
After the year end, Ashcourt Rowan Trustees and Robinson Gear (Management Services) Limited were sold to Mattioli Woods together with 
the business and certain assets of Ashcourt Rowan Administration Limited.  66 Ashcourt Rowan plc Annual report and accounts 2013
Notes to the ﬁnancial statements continued
35 Property plant and equipment 
 
Fixtures
and
equipment
£’000s
 
Cost
At 31 March 2011 2,584
Additions 1,232
At 31 March 2012 3,816
Additions 482
Disposals (59)
 
At 31 March 2013 4,239
 
Depreciation and impairment
At 31 March 2011 941
Charge for the year 757
At 31 March 2012 1,698
Charge for the year 1,467
Disposals (59)
 
At 31 March 2013 3,106
 
Carrying amount 
At 31 March 2013 1,133
 
At 31 March 2012 2,118
 
At 31 March 2011 1,643
36 Investments in subsidiaries
£’000s
 
At 31 March 2011 24,829
Capital contribution on share-based payments 107
 
At 31 March 2012 24,936
Capital contribution on share-based payments 63
 
At 31 March 2013 24,999
The investments in subsidiaries are made up as follows:
2013 
£’000s
2012 
£’000s
 
Ashcourt Holdings Limited 16,449 16,408
Savoy Asset Management Limited 8,550 8,528
 
 24,999 24,936
37 Financial assets 
At the balance sheet date, amounts due from Group companies include amounts receivable from Group companies of £20.3 million (2012: 
£20.2 million), principally loaned for the financing of acquisitions. Group receivables of £329,000 (2012: £nil) are due within one year in 
respect of management charges. Other receivables were £2.3 million (2012: £757,000) as at the year end date.
Cash and cash equivalents
These comprise cash held by the Company and short-term bank deposits with an original maturity of three months or less. The carrying 
amount of these assets approximates their fair value.
38 Financial liabilities 
2013 
£’000s
2012 
£’000s
 
Other payables comprise:
Other creditors and accruals 3,276 2,589
The Directors consider that the carrying amount of other creditors approximates to their fair value.
At the balance sheet date, amounts due to Group companies were £1,358,000 (2012: £1,323,000).  Financial statements 
Notes to the ﬁnancial statements
67 Ashcourt Rowan plc Annual report and accounts 2013
39 Share capital, share premium account 
The movements on these items are disclosed in Notes 23 and 24 to the financial statements.
Equity reserve
2013 
£’000s
2012 
£’000s
 
As at 1 April 1,524 1,369
Share-based payment 96 95
Transfer to retained earnings (60) –
 
As at 31 March 1,560 1,464
40 Retained profit 
2013 
£’000s
2012 
£’000s
 
As at 1 April 12,804 (36,887)
Loss for the year (3,475) (249)
Transfer from equity reserve 60 –
Reduction in share premium – 50,000
 
As at 31 March (9,389) 12,864
41 Related party transactions
The Company charged management fees to its subsidiaries of £2,293,000 (2012: £3,432,000).
At the balance sheet date, amounts due from Group companies include amounts receivable from Group companies of £20.3 million (2012: 
£20.2 million), principally loaned for the financing of acquisitions.
At the balance sheet date, amounts due to Group companies were £1,358,000 (2012: £1,323,000).
42 Risk management
Exposure to credit risk, market risk (which combines foreign currency risk, interest rate risk and market price risk) and liquidity risk arises in 
the normal course of the Company’s business.
Credit risk
The credit risk to the Company is limited to the amounts owed by subsidiary companies and cash at banks. At the balance sheet date there 
were no significant concentrations of credit risk and no amounts were overdue.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating 
agencies.
At the balance sheet date the Company had the following credit risk exposures:
Included in current assets
2013 
£’000s
2012 
£’000s
 
Cash and cash equivalents 289 4,238
Due from Group companies 329 –
Other debtors 2,283 757
 
 2,901 4,995
  
Included in non-current assets
2013 
£’000s
2012 
£’000s
 
Due from Group companies 19,974 20,276
The amounts in the above table are based on the carrying value of all accounts.
Foreign currency risk
The Company has no material exposure to foreign exchange risk.
Interest rate risk
The Company’s exposure to interest rate risk on financial assets is mitigated by placing surplus funds on fixed 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 
than 90 days. All cash balances at the year end were held on call deposit. The Company also has interest-bearing financial liabilities with 
floating interest rates.
Management deems interest rate risk immaterial and does not actively manage this risk. At the balance sheet date, the Company held 
£289,000 (2012: £4,238,000) in cash and cash equivalents on which interest is earned and had £nil (2012: £nil) payable in loans and deferred 
consideration on which interest is paid with floating rates of interest. 68 Ashcourt Rowan plc Annual report and accounts 2013
42 Risk management continued
Market price risk
Management considers the market price risk to the Company to be immaterial.
Liquidity risk
Liquidity risk is the risk that the Company does not have sufficient financial resources to meet its obligations when they fall due or will have 
to do so at excessive cost. This risk can arise from mismatches in the timing of cash flows relating to assets, liabilities and off-balance sheet 
instruments. The Company monitors liquidity risk taking into account cash balances held and levels of borrowing. 
Non-derivative cash flows
The table below presents the cash receivable and payable by the Company under non-derivative financial assets and liabilities by remaining 
contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual, undiscounted cash flows whereas 
the Company manages inherent liquidity risk on expected undiscounted cash flows.
The net liquidity positions in the table below, relate to cash flows on contractual obligations existing at the balance sheet date. They do not 
take account of any cash flows generated from profits 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 2013
Assets
Cash and cash equivalents 289 – – – –
Due from Group companies – – 329 19,974 –
 
Total financial assets 289 – 329 19,974 –
 
Liabilities
Trade payables – (3,276) – – –
Due to subsidiaries – (1,358) – – –
 
Total financial liabilities – (4,634) – – –
 
Net liquidity surplus/(deficit) 289 (4,634) 329 19,974 –
On demand 
£’000
< 3 months 
£’000
3–12 months 
£’000
1–5 years 
£’000
> 5 years 
£’000
 
As at 31 March 2012
Assets
Cash and cash equivalents 4,238 – – – –
Due from Group companies – – – 20,276 –
 
Total financial assets 4,238 – – 20,276 –
 
Liabilities
Trade payables – (2,589) – – –
Due to subsidiaries (1,323) – – – –
 
Total financial liabilities (1,323) (2,589) – – –
 
Net liquidity surplus/(deficit) 2,915 (2,589) – 20,276 –
Estimation of fair values
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments.
Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other 
receivables/payables greater than one year are discounted at base rate to determine the fair value.
Notes to the ﬁnancial statements continued C	 Ashcourt Rowan plc	 Annual	 report	 and	 accounts	 2013 Designed and produced by Linnett Webb Jenkins
Officers and professional advisers
Current Directors
Hugh Ward, Non-Executive Chairman 
Jonathan Polin, Chief Executive Officer 
Alfio Tagliabue, Chief Financial Officer 
Richard Sinclair, Chief Operating Officer 
Steve Haines, Non-Executive Director 
Jim Roberts, Non-Executive Director
Secretary
Alfio Tagliabue 
60 Queen Victoria Street 
London  
EC4N 4TR
Registered office
60 Queen Victoria Street 
London  
EC4N 4TR
Bankers
The Royal Bank of Scotland 
Corporate Banking 
9th Floor 
280 Bishopsgate 
London  
EC2M 4RB
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
Peel Hunt 
Moor House  
120 London Wall 
London  
EC2Y 5ET 
Financial adviser and broker
Cantor Fitzgerald 
One America Square 
17 Crosswall 
London  
EC3N 2LS
Lawyers
Dundas & Wilson 
Northwest Wing 
Bush House 
Aldwych 
London  
WC2B 4EZ www.ashcourtrowan.com
Ashcourt Rowan plc
60 Queen Victoria Street
London  
EC4N 4TR