Brooks Macdonald Group plc Annual Report and Accounts for the year ended 30 June 2025
Annual Report and Accounts
for the year ended 30 June 2025

07
Chair’s statement
59
Governance report
45
Summary disclosure
against TCFD
recommendations
09
CEO’s statement
18
Our strategy
03
At a glance
01 Highlights
Strategic report
03 At a glance
04 Creating conditions for success
05 Our purpose and values
06 Investment case
07 Chair’s statement
09 CEO’s statement
12 Market overview
14 Our business model
18 Our strategy
22 Key performance indicators
24 Financial review
31 Viability statement
32 Stakeholder engagement
35 Responsible business
45 Summary disclosure against
TCFD recommendations
53 Non-financial and sustainability
information statement
54 Risk management
Governance report
60 Chair’s introduction to Governance
61 Board of Directors
63 Board roles
64 Board overview
65 Case studies of Board decisions
in the year
68 How the Board embeds culture
69 Board and committee structure
71 Audit Committee report
75 Nomination Committee report
78 Remuneration Committee report
95 Directors’ Remuneration policy
103 Risk and Compliance Committee report
106 Report of the Directors
108 Statement of Directors’ responsibilities
109 Independent Auditors’ report
Financial statements
117 Consolidated statement
of comprehensive income
118 Consolidated statement
of financial position
119 Consolidated statement of
changes in equity
120 Consolidated statement of cash flows
121 Notes to the consolidated
financial statements
Company financial
statements
152 Company statement of
financial position
153 Company statement of
changes in equity
154 Company statement of cash flows
155 Notes to the Company
financial statements
Other information
162 Non-IFRS financial information
163 Company information
164 Glossary
Contents
Brooks Macdonald Group plc Annual Report and Accounts 2025

Funds under management
and advice (“FUMA”)
£19.2bn
(2024: £16.4bn)
Underlying profit margin
25.9%
(2024: 28.4%)
Statutory profit
before tax (“PBT”)
£17. 5m
(2024: £24.6m)
Underlying PBT
£28.9m
(2024: £30.3m)
Net outflows
£(0.4)bn
(2024: net outflows £(0.4)bn)
Revenue
£111.6m
(2024: £106.7m)
Number of financial planners
and paraplanners
c.90
(2024: c.40)
Defaqto ratings
Gold for Discretionary
Fund Management (“DFM”) Service
Women in
leadership
35%
(2024: 39%)
Statutory diluted earnings
per share (“EPS”)
71.4p
(2024: 124.5p)
Total dividend
per share
81.0p
(2024: 78.0p)
BPS/MPS custody client
retention rate
92%
(2024: 93%)
Underlying diluted EPS
130.4p
(2024: 150.9p)
Total greenhouse gas (“GHG”)
emissions (market based)
99.2 tCO
2
e
(2024: 106.4 tCO
2
e)
Highlights
for the year ended 30 June 2025
During the 2025 financial year, Brooks Macdonald completed the sale of BM International, as well as three acquisitions of financial planning businesses. Throughout this report, disclosures are presented on a continued, consolidated basis,
unless stated otherwise. Where practicable, a like-for-like comparative has been included. Refer to explanations and definitions, including alternative performance measures, on pages 162.
Strategic
Report
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 01

03 At a glance
04 Creating conditions for success
05 Our purpose and values
06 Investment case
07 Chair’s statement
09 CEO’s statement
12 Market overview
14 Our business model
18 Our strategy
22 Key performance indicators
24 Financial review
31 Viability statement
32 Stakeholder engagement
35 Responsible business
45 Summary disclosure against
TCFD recommendations
53 Non-financial and sustainability
information statement
54 Risk management
Strategic
Report
0202 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202502

Edinburgh
Leeds
Cardiff
Elton
Norwich
Nuneaton
Manchester
2
Birmingham
Bridgend
Diss
Glasgow
1
Tunbridge Wells
London
Exeter
Southampton
Who we are
Proudly serving clients since 1991,
Brooks Macdonald is a UK-focused
wealth manager with strong distribution
via independent financial planners
and advisers.
What we do
Investment Management
We offer investment management
services to a range of clients, including
private individuals, trusts, charities
and pension funds. Our centralised
investment proposition aims to provide
risk-adjusted returns to meet clients’
long-term financial needs.
Financial Planning
We provide financial planning and
advisory services through Brooks
Financial. Clients can choose a
financial planning service as a stand-
alone offering or combine it with our
investment management services.
Split of FUMA
6.0
8.5
1.2
0.9
£19.2bn
2.6
l BPS
l MPS Platform
l MPS Custody
l Funds
l Advised only assets
We serve clients across their entire
financial lifecycle…
Accumulators
• Financial advice and planning
• Growing your wealth
Preparers
• Protection from the unexpected
• Life-changing events
Retirees
• Estate planning
• Pension and retirement planning
Inter-generational wealth transfer
…through our diversified and relevant
product offering…
• Bespoke Portfolio Service (“BPS”)
• Managed Portfolio Service (“MPS”)
• AIM portfolio service
• Multi-asset fund solutions
• Brooks Macdonald Investment Solutions (“BMIS”)
…and trusted financial advice.
• Over 1,000 IFAs across the UK
• c.90 independent financial planners and paraplanners
We also serve clients directly, providing wealth management advice
tailored to their individual needs and risk profiles.
1
Glasgow office opened on 1 July 2025.
2
We have two offices in Manchester.
At a glance
How we do it
With a network of 16 offices
1
across
the UK, we are able to blend local
knowledge with the advantages of
national reach and insight.

Read more about our business
model on pages 14 to 17
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 03
Strategic
Report

November 2024
• Completed the acquisition of
Norwich-based Lucas Fettes,
which enhances the Group’s
financial planning capabilities in
East Anglia.
• Katherine Jones was appointed
as Group Chief Financial Officer
(“CFO”).
• Catherine Steele joined the
Executive Committee as
Group Communications and
Marketing Director.
June 2025
• Launched Brooks Macdonald
Retirement Strategies to address
a growing need for hybrid
retirement products.
• Joined the FTSE Small Cap index.
• Karen Charlery and Josh Lewsey
joined the Executive Committee
as Chief Operating Officer, and
Group Strategy and Corporate
Development Officer, respectively.
March 2025
• Completed the move from AIM to
the Main Market of the LSE.
• Launched the new Global
Managed Portfolio Service.
• Neil Cowell joined the Executive
Committee as Group Director
of Distribution.
January 2025
• Completed the acquisition of LIFT,
further expanding the Group’s
financial planning business.
• Initiated £10 million share
buyback programme.
• Announced intention to move to
the Main Market of the London
Stock Exchange (“LSE”).
Creating conditions for success
July 2024
• Andrea Montague was
appointed as Group Chief
Executive Officer Designate.
September 2024
• Announced sale of Brooks
Macdonald International (“BMI”).
• Launched a new strategy, focused
on ‘Reigniting Growth’.
October 2024
• Andrea Montague was appointed
as Group Chief Executive Officer
(“CEO”).
• Completed the acquisition of CST
Wealth Management, a chartered
financial planning firm based
in Wales.
February 2025
• Completed the sale of Brooks
Macdonald International, which
repositions the Group as a
UK-focused wealth manager.
• Undertook nationwide
roadshows, meeting with over 250
Independent Financial Adviser
(“IFA”) firms across the UK.
Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202504

Our purpose of realising ambitions and securing futures informs our vision.
We want to make a positive difference through the services we provide, the way we provide them, and the way we run the Group.
We aspire to create a brighter future that will benefit clients, shareholders, employees and the wider communities in which we and our clients live and work.
Our strategy of
ʻReigniting Growthʼ
aims to deliver
long-term sustainable
growth…
1
Delivering excellent
client service
2
Broadening and
deepening our
client reach
3
Driving scale and
efficiencies

Read more about our strategy on
pages 18 to 21
Our values ‘guiding
principles’ and culture
support our purpose
and are the driving
force behind our
client-centric model.
Our guiding principles serve as
our foundation of trust and guide
everything we do.
We do the
right thing
We are
connected
We care
We make
a difference
…while behaving
as responsible
corporate citizens…
Our strategy is underpinned by our
three-pillar responsible business
framework, structured around the needs
and interests of our stakeholders.
Our main focus is on protecting the
environment, supporting communities,
behaving responsibly with our clients
and partners, and ensuring the wellbeing
of our employees.

Read more about our approach
to responsible business on
pages 35 to 44
…enabling us to create
value and deliver
positive outcomes
for our stakeholders.
Clients
Employees
Shareholders
Regulators
Community and
the environment

Read more about how we create
value for our stakeholders on
pages 14 to 15
Our purpose and values
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025
05

Investment case
Over the year, our efforts have been focused on creating conditions for success. The momentum is building across the business, supported by an
experienced and energised leadership team, new product launches and selective M&A. We offer an attractive shareholder proposition, built on:
UK wealth market
~£5tn
2030 addressable market
1
~£3tn
2023 addressable market
1
£19.2bn
Brooks Macdonald
FUMA
1
GlobalData.
2023 2024 20252021 2022
78
81
63
71
75
Total dividend per share (p)
Significant growth opportunities in
the UK wealth market
The addressable UK wealth management market is
estimated at c.£3 trillion and expected to grow at
a compound annual growth rate of c.7% by 2030
1
,
supported by the ongoing demographic, regulatory
and technological shifts.
Our brand, expertise and relevant product offering,
alongside our differentiated distribution, provide a
strong foundation, allowing us to take advantage of
these growth opportunities.
Brand recognition built on trust and
long-standing client relationships
We have been providing investment management
and financial planning services since 1991. We are
committed to innovation, exceptional client service
and building strong partnerships with financial advisers
and our individual clients.
The Brooks Financial Academy is creating a new cohort
of independent financial planners who share our
passion for delivering excellent client service.
Experienced leadership
Our leadership team has significant investment
management expertise and strong capabilities
in client and adviser engagement.
The team is energised and focused on execution,
driving growth momentum through excellent service,
established relationships and operational efficiencies.
Our diversified product offering and
complementary distribution routes
provide additional growth opportunities
Our UK-wide network of IFAs, together with our
financial planners, leverage our investment expertise
and full suite of wealth solutions to support clients at
every stage of their financial journey.
We see further growth opportunities to broaden
relationships with existing clients and add new clients
through the value chain.
Centralised investment proposition
Our centralised investment proposition continues to
deliver robust investment returns over the long term,
maintaining consistency of outcomes for clients and
economies of scale for the Group.
Capital-light with strong cash generation
We have a capital-light business model, which
supports attractive cash generation. This, alongside our
strict cost discipline, allows us to invest in sustainable
and long-term growth opportunities, while paying a
progressive dividend to our shareholders.
0606 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202506

Introduction
This year was a year of change for Brooks
Macdonald as we revitalised, reshaped and
refocused our business on the attractive
growth opportunity in UK wealth management.
Our new Chief Executive Officer (“CEO”),
Andrea Montague, defined a strategy to
Reignite Growth that focuses on excellent
customer service, broadening client reach and
driving efficiencies.
In the 2025 financial year, we concentrated
on the execution of our strategic plan with
the sale of Brooks Macdonald’s international
operations followed by the acquisition of
three excellent financial planning businesses
now united under the Brooks Financial brand.
At the same time, we continue to value and
nurture our long-standing relationships with
Independent Financial Advisers (“IFAs”).
Reflecting our growth ambitions for the future
and to broaden our shareholder base, Brooks
Macdonald moved from AIM to the Main
Market of the LSE in March.
Performance
In the 2025 financial year, the Group reported
FUMA of £19.2 billion (2024: £16.4 billion),
creating a solid platform for future growth.
We have seen an encouraging improvement
in net flows across our BPS offering and
continued strong growth across the Platform
MPS. Underlying PBT reduced by 4.6% to
£28.9 million (2024: £30.3 million), principally
due to lower interest and fee income. See
the financial review in this Annual Report,
which contains detailed information on
our performance.
Brooks Macdonald is uniquely placed in a competitive
sector to deliver personalised client service through
comprehensive products and services, underpinned by
a strong investment performance.”
Maarten Slendebroek
Chair
Chair’s statement
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025
07

Shareholder returns
The Board’s first priority is to drive
shareholder value and growth as this benefits
all stakeholders. We remain committed to our
progressive dividend policy, recommending
a final dividend of 51.0 pence per share (2024:
49.0 pence), resulting in total dividend for
the year of 81.0 pence per share (2024: 78.0
pence). This represents an increase of 3.8%
and reflects the Board’s confidence in the
Group’s balance sheet and medium-term
prospects. If approved at the annual general
meeting (“AGM”), the final dividend will be
paid on 4 November 2025 to shareholders
on the register at the close of business on
19 September 2025.
In addition, having considered the strength
of the balance sheet and the levels of surplus
capital available, the Board decided to
deploy the Group’s first ever share buyback
programme of up to £10 million, which
commenced in January.
Governance
We were delighted with the appointment of
Andrea Montague as CEO on 1 October 2024,
having served as the CEO Designate since
1 July 2024 and, prior to that, CFO since 2023.
Since joining, Andrea has set out ambitious
growth plans, launching a new strategy and
overseeing the transformation of the Group
into the UK-focused wealth manager.
On 1 November, Katherine Jones was
appointed as CFO and joined Brooks
Macdonald from Phoenix Group where she
served as the Group Finance Director.
The Board has been pleased with the pace
of change in the execution of the strategy
driven by Andrea, Katherine and the wider
Executive team.
People and culture
In 2026, Brooks Macdonald will mark 35 years
of serving clients in wealth management.
Independent, and financially strong, we serve
clients throughout their lives, thanks to the
depth and breadth of our product offerings.
I remain impressed by our colleagues in
towns and cities across the UK who deliver
a personalised service working with IFAs and
directly with our financial planning clients,
supported by the aim to deliver strong
investment performance across different
risk profiles.
We remain committed to diversity and
inclusion with 43% of our Board Directors
now being women. Our commitment is further
reflected in our alignment with the Women in
Finance Charter, and our increased target of
38% female representation in leadership by
2026. We became a member of the 30% Club
as a further demonstration of our commitment
to drive gender diversity and representation at
senior levels.
Our Brooks Financial Academy develops
Chartered Financial Planners to develop the
next generation of quality IFAs.
Looking ahead
Following a period of substantial change,
Brooks Macdonald is well positioned for
growth. On behalf of the Board, I want to
thank all our colleagues, our CEO, Andrea
Montague and her Executive Committee
for their continued commitment to our
Company and our clients. I am grateful to our
shareholders for their ongoing support for
Brooks Macdonald.
Maarten Slendebroek
Chair
3 September 2025

Read more about how we engage with
our stakeholders on pages 32 to 34

Read more about our people on
pages 36 to 40
Chair’s statement continued
Annual General Meeting
Shareholders are invited to participate
in the AGM, and will have the
opportunity to put questions to
the Board directly, or email them in
advance of the meeting.
The AGM will take place on
28 October 2025 and will be held at
our London head office.
Details of all resolutions to be
proposed at the 2025 AGM will be set
out in the Notice of AGM, which will
be published ahead of the meeting.
Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202508

Our year in review
I am pleased to present these results covering
a year of change in the markets, for our
sector and for our Company. Regulatory
and government policy changes brought
additional uncertainty and served to underline
the need for trusted financial advice and
wealth management now more than ever from
Brooks Macdonald.
We have reshaped the business and are now
a UK-focused wealth manager, positioned
to invest in the growth opportunities across
our market.
Our clients
Responding to feedback from our clients, we
launched two new products in three months
– Global Managed Portfolio Service and our
innovative Retirement Strategies offering
bespoke, tailored and modelled options to
bring clients clarity, choice and confidence
in their retirement planning.
Our Retirement Strategies launch builds on
our experience in this key area of retirement
planning. With the growth in defined
contribution pension schemes, managing
drawdown is a growing challenge for many
more people as they approach retirement.
We are one of the first companies to offer
modelled solutions for income drawdown.
Initial interest has been strong.
This year, Brooks Macdonald has focused on the
execution of our strategy to ʻReignite Growthʼ, building
momentum and creating the conditions for success.
We’ve launched new products in MPS and Retirement
Solutions to meet client needs, continued to support
IFAs with their clients, expanded our financial planning
business to reach more clients and delivered strong
investment performance.”
Andrea Montague
CEO
CEO’s statement
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025
09

Our Centralised Investment Proposition
(“CIP”), a competitive differentiator for Brooks
Macdonald, delivered another year of strong
performance. Our BPS investment strategies
have outperformed their relevant Asset
Risk Consultants (“ARC”) peer group indices
over one, three, five, and 10 years across
all risk profiles. Our diversified positioning
across regions, sectors, and styles ensures
portfolios remain well-placed to capture
opportunities and navigate the evolving
macroeconomic landscape.
Our company
The sale of our international business focused
Brooks Macdonald on the UK. The acquisition
of three financial planning businesses scaled
our financial advice business with new lines of
business in mortgages, life insurance, benefits,
sport, and charities. Our business is about
building trusted relationships, and this means
we are spending more time with our valued
IFAs and direct financial planning clients
across the country. We continue to invest
in our operating platform to provide quality
client service.
In March, Brooks Macdonald moved from AIM
to the Main Market of the LSE, broadening
investor access.
Our performance
We reported FUMA of £19.2 billion
(2024: £16.4 billion), driven by acquisitions and
positive market and investment performance.
FUM was up 7.0% in the year, with investment
performance of £0.7 billion more than
offsetting the impact of net outflows.
BPS outflows significantly improved in the
second half along with strong inflows across
our Platform MPS offering, especially in
the final quarter, which delivered the best
quarterly flow performance in two years with
net outflows of £5 million. Our overall net
outflows were at £396 million, with a notable
improvement in the second half (H2 25:
£134 million; H1 25: £262 million).
Revenue increased by 4.6% to £111.6 million
(2024: £106.7 million), supported by higher
financial planning revenue from acquired
businesses, partially offset by lower interest
and fee income. The underlying costs
excluding acquisitions were flat on the prior
year, demonstrating the strict cost control.
The underlying profit before tax reduced
to £28.9 million (2024: £30.3 million) and the
underlying profit margin was 25.9% (2024:
28.4%). Statutory profit before tax fell to
£17.5 million (2024: £24.6 million), primarily
due to the acquisitions related costs.
Our people
As a wealth manager offering trusted
financial advice, our people make the
difference. We engage with our colleagues
throughout the year through townhalls, small
conversations and by visiting our offices. Our
recent employee engagement survey has
given valuable insight into views on career
progression, learning and development and
our culture.
New appointments to our Executive
Committee brought talent, expertise, diversity
and experience. Together as a team we have
moved at pace to bring our strategy to life.
Looking ahead
In conclusion, it has been a busy year as
we have refocused the Group, added new
capabilities and strengthened our leadership
team with new hires. We are changing the
way we work to deliver excellent customer
service, to extend our client reach and, as we
grow, secure efficiencies. There is more to be
done, and I am confident we are creating the
conditions for success.
This coming year, we will continue to invest in
growth, in technology and AI enablement to
take our client service and efficiency to the
next level. We will evolve our products so that
they stand out in growth markets and continue
to be relevant across all stages of our clients’
financial lifecycle.
I want to thank all Brooks Macdonald
colleagues for their contributions to our
results and in the execution of our strategy,
and most importantly, our clients for their
support. Change brings opportunities and
I remain confident in our future to live our
purpose to realise the ambitions and to secure
the futures of our clients.
Andrea Montague
CEO
3 September 2025
CEO’s statement continued
Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202510

Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025
11

Key macroeconomic trends
UK October 2024 budget:
from headline risk to
strategic opportunity
Last October’s Autumn Statement brought
along tax rises, including increased employer
National Insurance contributions and changes
to Inheritance Tax (“IHT”), alongside measures
to address the fiscal deficit whilst maintaining
public spending support. Gilt yields initially
drifted higher as investors pondered how
the increased tax burden would impact the
economy and how spending pledges would
be funded. Uncertainty over the prospect
of higher taxes and changes to IHT rules
prompted many families and high-net-worth
individuals to rethink their tax-optimisation
strategies, leading to higher net outflows in
the first half of the financial year.
How we responded
Our Asset Allocation Committee decided
to rotate part of the allocations currently in
property and alternatives in low-risk mandates
into short-duration UK sovereign bonds
and investment grade credit, hence locking
in an attractive yield. The switch helped to
cushion lower-risk client portfolios against any
subsequent volatility and, more importantly,
positioned us to harvest a higher running yield.
US Election and ʻLiberation Dayʼ
tariffs: managing shock-and-reversal
cycles
The November 2024 clean sweep for
President Trump and the Republican Congress
rewired global risk premia overnight. Markets
initially cheered the prospect of lower taxes
and looser regulation, only to reverse when the
‘Liberation Day’ (2 April 2025) tariff package
fuelled the stagflation risk of weaker growth
and stickier inflation. The S&P 500 slid, the
‘Magnificent Seven’ group of mega-cap
technology stocks slipped into a bear market,
and investors witnessed the rare tandem of
a falling US dollar and rising Treasury yields,
indicating that investors were questioning US
Treasury bonds’ ‘safe-haven’ status.
How we responded
Two decisions protected our clients through
that turbulence. First, we had already
started to diversify away from mega-cap
concentration: our US underweight position
meant we entered the sell-off with a more
balanced style and market cap exposure,
with the flexibility to further trim risk where
companies looked most vulnerable. Second,
our fixed-income positioning of 50%
sovereign bonds and 50% investment-grade
credit, targeting a lower than benchmark
average duration, acted exactly as designed,
counteracting equity drawdowns whilst
capturing relatively attractive real yields. When
President Trump announced a 90-day tariff
pause, volatility halved and equities recouped
most of the losses. We used that window
to further reduce US weightings in low and
medium-risk portfolios and reallocate capital
into short-dated UK bonds. The result was
that our portfolios participated in the rebound
yet emerged with lower net exposure to the
epicentre of policy uncertainty.
Looking ahead: tariffs, fiscal
concerns and the case for discipline
The relative calm seen in early summer could
give way to renewed volatility as global
markets digest the impact of President
Trump’s new trade deals. Regardless of
negotiation optics, corporate supply chains
are already under disruption and capital-
expenditure timetables may be deferred.
At the same time, the US Government is set
on an expansionary fiscal path that could
widen deficits. That mix keeps bond-yields
elevated and leaves central banks juggling
conflicting mandates: supporting growth
whilst anchoring inflation expectations.
How we responded
Against this backdrop, our Asset Allocation
Committee has purposefully moved equities
from a slight overweight back to neutral across
all risk bands. Within equities, we spread risk
across regions and market capitalisations,
tilting toward lower-valuation areas such as
the UK and Europe, whilst retaining thematic
exposure to the technology theme favouring
actively managed, less-concentrated vehicles.
Within fixed income, we favour sovereign
bonds and high-quality investment-grade
credit with lower-duration exposure relative
to benchmark. Real assets, now an integrated
sleeve combining Property, Infrastructure
and Alternative-Income, as a partial inflation
hedge, offer a useful buffer if policy missteps
lead to higher stagflationary risks. Structured
return products, struck at conservative entry
levels, round out the toolkit by delivering
asymmetric pay-offs largely uncorrelated
to traditional assets. In short, our strategy is
not to predict the binary outcome of tariff
negotiations, but to build portfolios to weather
a wide range of macroeconomic scenarios.
Sector-specific trends
Growing market
The UK wealth market continues to grow
significantly with an attractive outlook
regardless of the underlying macroeconomic
conditions. The fundamental opportunity
for Brooks Macdonald remains strong and
is improving, with scope to increase market
share in all products. Our distribution model
means we are well-placed to grow across
both adviser solutions and direct wealth.
Our core investment management and
financial planning offering is well positioned to
capture the market opportunity, given financial
freedoms and the increased need for financial
advice. We are adapting our offering both to
meet short-term challenges in the marketplace
and to cater to advisers’ and clients’ changing
needs, with a strong set of specialised BPS
products, including our Gilts and Retirement
Strategies, further development of funds and
unitised solutions tailored to the adviser,
and consistent business-to-business BM
Investment Solutions delivery.
Sector consolidation
The investment management competitive
landscape is complex and highly fragmented,
with numerous players and varying business
models addressing different, but overlapping,
segments of the market. Types of player
include integrated wealth managers; IFAs
who may conduct some, or all, of their own
investment management; platform providers
who serve advisers; those focused on
providing model portfolios and fund solutions;
and the wealth arms of the major high street
banks and high-end private banks.
Market overview
12 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202512

Over recent years, a major trend has
been the increasing prevalence of vertical
integration, with firms offering both financial
planning and investment management. Over
this financial year, we have acquired three
financial planning businesses, which create
a scale financial planning firm alongside our
investment management business. We expect
the overall sector consolidation to continue,
and to supplement our growth strategy with
selective high-quality acquisitions.
More clients working with IFAs,
and IFAs increasingly outsourcing
Investors are increasingly working with IFAs
– our primary distribution channel – as the
need for clients to make complex financial
decisions grows. In addition, advisers continue
to look to outsource investment management
to allow them to focus on advising their
clients and reduce their regulatory and
administrative burden.
We continue to help advisers serve their
clients in ways that work for both parties,
applying our investment management
expertise to protect and enhance clients’
wealth. We are flexible in our approach,
offering bespoke portfolios with more
specialist variants, as well as model-based
and unitised solutions, alongside investment
solutions options tailored to the needs and
requirements of the IFAs. The growth in our
Platform MPS proposition reflects that these
solutions are sought by IFAs as they fulfil their
regulatory requirements and provide attractive
solutions for their clients.
Regulatory
The Financial Conduct Authority (“FCA”) has
pivoted to outcomes-based regulation with
a requirement for firms to show how they are
set up to deliver good outcomes for clients.
In particular, the Consumer Duty Principle
in the FCA Handbook, which requires
companies to ‘act to deliver good outcomes
for retail customers’, has set higher and
clearer standards of consumer protection
across financial services, and applies to our
business in both investment management and
financial planning. Consumer Duty represents
a significant change and opportunity for the
wealth management industry, highlighting the
importance of delivering good outcomes for
our clients. We are well positioned for this
with a strong client-centric culture.
Given the significant growth across the MPS
market in recent years, the FCA announced
the planned multi-firm review of MPS
providers, which will commence later in 2025.
The review will look at how firms are applying
the Consumer Duty and aims to provide
confidence that investors are receiving good
outcomes from MPS and will share good
practices on how firms are doing this.
Furthermore, the Advice Guidance Boundary
Review is the FCA’s response to address the
growing concern that most consumers in
the UK are not getting the financial help they
need. The FCA is running a consultation with
the industry on a handful of different ways in
which it can approach the savings and advice
gaps. The consultation closed in August
2025, with the proposed policy statement on
targeted support and a consultation paper
on simplified advice expected over the
coming year.
Digital technology
Simple and intuitive digital tools, which
provide easy access to information and allow
personalisation, are increasingly becoming
the norm. Digital technology and AI adoption
are improving productivity, reducing time and
enabling greater compliance.
We continue to enhance our digital
capabilities, with an increasing number of
clients accessing our services via our InvestBM
portal. Over the year, we have partnered with
an AI provider to expand the use of AI across
the Group.
We have recently deployed digital factsheets
and launched the Brooks Macdonald
mobile application to further improve the
client experience.
Our technological improvements are aligned
with good practice from a Consumer Duty
perspective whilst also ensuring efficient and
appropriate record keeping.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 13
Strategic
Report

Our business model
What we do
Investment Management
• BPS
• MPS
• AIM portfolio service
• Multi-asset funds
• BMIS
Financial Planning
• Personal financial planning
• Life insurance
• Employee benefits
• Mortgage advice
• Tax guidance
• Estate planning
• High-value insurance
• Charities
Our integrated wealth management
solutions combine our expertise in
financial planning and investment
management which, alongside our
comprehensive product and service
offering, allow us to provide holistic
advice, covering all aspects of clients’
financial lifecycles.

Read more on pages 14 to 21
Who we work with
Independent financial planners and
advisers
>1,000
IFAs across the UK
c.90
financial planners
and paraplanners
IFAs and financial planners choose
Brooks Macdonald for the depth and
breadth of our product offering, strong
and sustained long-term investment
performance, and the resources and
capabilities we deploy in protecting
and enhancing their clients’ wealth.
They determine which service is
most suitable for the client, based on
the client’s risk profile and financial
objective. We implement the service
selected and work with the adviser
to ensure the client’s portfolio is
managed appropriately.
In some cases, we provide an
outsourced white-labelled service
(BMIS), typically based on model
portfolios or unitised solutions.
Some clients approach us directly,
and our team can provide wealth
management advice that cover their
entire financial lifecycle.
Our defining characteristics
Brand recognition built on
trust and long-standing
client relationships
We have been providing investment
management and financial planning since
1991. We are committed to innovation,
exceptional client service, and building
strong partnerships with financial
advisers and our individual clients.
The Brooks Financial Academy is
creating a new cohort of independent
chartered financial planners, who share
our passion for delivering excellent
client service.
Independent financial advice
We only work with independent
advisers and financial planners that
provide ‘whole of market advice’. We
believe this ensures that the client gets
the best service and products for their
financial needs.
Experienced leadership
Our leadership team has significant
investment management expertise
and strong capabilities in client and
adviser engagement.
Depth and breadth of
investment proposition
Our UK-wide network of IFAs, together
with our financial planners, leverage our
investment expertise and full suite of
wealth solutions to support clients at
every stage of their financial journey.
Centralised investment
proposition
CIP continues to deliver robust
investment returns over the long term,
maintaining consistency of outcomes
for clients and economies of scale for
the Group.
Capital-light model and
strong cash generation
This allows us to invest in our business,
continue to serve our clients and
provide sustainable returns for
our stakeholders.
Brooks Macdonald is a UK-focused wealth manager, which offers the full breadth of investment services and propositions with strong distribution via
independent financial planners and advisers. Our advice-led business model and the growth opportunities available to us across the wealth management
sector position us well to continue to generate long-term sustainable value for a wide range of stakeholders.
14 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202514

How we create value
For clients
Our relevant product offering and consistent
investment returns help meet the needs of our
clients across their financial lifecycle.
Gold for DFM
Service
For employees
Our people are the driving force behind our
success, and we are committed to creating
an environment in which every individual is
supported, inspired and empowered to reach
their full potential.
75%
employee
engagement
For shareholders
We generate sustainable returns over the
long term and are committed to progressive
dividend policy. In 2025 we also initiated a
£10 million buyback programme.
£20m
returned to
shareholders
For communities and suppliers
We behave responsibly and with integrity in the
communities in which we operate, and treat our
suppliers fairly.
£17k
charitable
donations
For the environment
We are committed to understanding and
mitigating the environmental impact of
our operations.
7%
reduction in
GHG emissions
How we make money
Fee income
Fee income consists of investment management and fund management fees. We
earn investment management fees across our BPS, MPS Platform and MPS Custody
offerings, which are calculated based on a percentage of assets under management.
Fees for the BPS and MPS Custody offerings are billed quarterly in arrears. We charge
fund management fees on our multi-asset funds, which are calculated on a daily
basis at a percentage of the value of the portfolio or value of each fund, and is billed
monthly in arrears.
Financial planning income
Clients pay a fee for advice provided by our financial planners. This can be a one-
off charge, a fixed-fee arrangement or an ongoing fee based on the percentage of
assets under advice.
Transactional and FX income
Transactional income is earned through dealing and admin charges levied on trades
at the time a deal is placed for a client. Foreign exchange trading fees are charged
on client trades placed in currencies, which require a foreign currency exchange to
action the trade.
Interest income
Interest is earned on client cash deposits. Amounts shown are net of any interest passed
on to clients.
l Fee income
l Financial planning income
l Transactional and FX income
l Interest income
2025 revenue split (£m)
17.1
72.9
14.0
7.6
111.6
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 15
Strategic
Report

Our business model continued
Advisers
and clients
AIM Portfoilio
Service
Fund Ranges
Blueprint
Fund Range
Cornelian Risk
Managed
Responsible Investment
Service (“RIS”)
Volatility Managed
Risk Controlled
Active Passive
Platform or Custody
Gilts
RIS
Retirement Strategies
Tax Management
Structured Products
Direct Equities
Specified Portfolio
Mandates
Liquid Reserve
Multi-Asset
Funds
Mangaged
Portfolio Service
(MPS)
Bespoke
Portfolio Service
(BPS)
Tax
Brooks Macdonald Investment Solutions (“BMIS”)
Retirement Strategies
Investment Management
Depth and breadth of our offering
BPS is designed for clients who want an
individual investment portfolio constructed to
meet their specific requirements.
MPS provides a choice of investment into
a range of risk-managed model portfolios,
each investing across a different mix of asset
classes. Each model portfolio is designed to
achieve specific investment objectives within
a specific risk profile.
Our multi-asset fund ranges allow investors
to gain access to the Group’s investment
management expertise and CIP through a
pooled fund solution. The fund ranges cater
for both investors seeking capital growth, and
more cautious investors looking to generate
income, whilst preserving their capital.
Our BMIS proposition is a ʻwhite-labelʼ offering
for advisers looking for investment solutions
to meet client-specific investment objectives.
It is delivered via an open-ended fund solution
or an investment platform, in fund or model
portfolio form. BMIS includes combined
marketing efforts with co-branding of
client-facing materials and other business
support for the adviser.
The Group’s AIM Portfolio Service provides
clients with access to a carefully selected
portfolio of AIM-listed companies that have
attractive long-term investment potential.
Centralised Investment Proposition
Our CIP aims to provide a consistent
investment strategy across the Group,
regardless of investment manager, office
location or specific solution chosen by the
client. Our investment managers take an active
role in the asset selection process, meaning
we can truly tap into our team’s expertise.
The CIP is designed to:
• generate great ideas: we aim to foster an
environment where investment insights
are produced, shared, challenged, tested
and widely adopted.
• minimise biases: our committee-driven
framework helps reduce behavioural
biases through challenge and debate to
produce solutions that can be evidenced
and based on facts.
• provide consistency: the CIP’s
disciplined approach is leveraged across
all of our investment services.
• adapt to change: consistent monitoring,
research, challenge and oversight
help us stay responsive to changing
market dynamics.
16 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202516

These charts show our ARC-compliant data
submissions for all five risk profiles based on
our individual investment managers for two
specific periods in time.
In 2016, the investment managers had greater
tolerance in the application of the CIP in their
clientʼs portfolios. This included their ability
to allocate capital, in terms of asset allocation,
and what they chose to populate a portfolio
with, from a broad buy list. This period
covers the Brexit period, so outcomes, when
unconstrained, were broader in spread.
The 2024 comparison shows how the CIP
has matured and evolved. with managersʼ
outcomes now driven by a narrowing of
permitted deviation around our central asset
allocation and from a tighter (best ideas)
focused buylist of permitted assets, along
with greater collaboration.
Financial Planning
We have been offering financial planning for
over three decades. Our capabilities have
significantly expanded this year through
the acquisition of three financial planning
businesses. Over the year, we focused on the
integration of the new and existing financial
planning operations, ensuring consistency and
quality of service for all clients. We took the
decision to structure our financial planning
business around independent advice. Today,
all our financial planners are independent and
the majority are also chartered advisers. This
provides assurance to our clients that they
are in expert hands, supported by a team that
offer in-depth research, technical analysis and
excellent client service.
We work with our clients to provide the best
financial advice, ensuring they are on track
to achieve their financial and lifestyle goals
and objectives.
Our financial planning offering is delivered
through Brooks Financial, which includes:
• Brooks Mortgages: ‘whole of market’
advice, supporting clients throughout their
mortgage process.
• Brooks Sport: we work with sports
professionals from early in their career
through to retirement and beyond. Our
client list includes some of the notable
footballers and other sports professionals.
They trust us to create long-term financial
security for them and their families.
• Brooks Insurance: our insurance brokers
work with a selected panel of specialist
insurance companies who understand
the requirements of our clients. We
work to minimise the ʻhassle factorʼ for
our clients, helping with all aspects of
insurance protection.
• Brooks Benefits: we principally work
with London-based FCA regulated firms,
providing pension advice and scheme
administration, employee benefit support
and financial education and guidance.
• Brooks Life: our experienced team
provide comprehensive life insurance
advice for a wide range of life events and
individual circumstances.
• Brooks Adroit: our team of fully
independent financial planners specialise
in a wide range of financial services,
such as financial planning for individuals,
trustees and families, investment services
and wealth management, and expert
witness services for law firms and
their clients.
• Brooks Charities: we help charities
meet their requirements through our
services including investments, workplace
pensions, employee benefits and insured
benefits. We work with some of the UKʼs
leading charities and have a long-standing
relationship with the National Council
for Voluntary Organisations, who have
awarded us the rank of ʻtrusted supplierʼ.
1 Year Return
20.0
18.0
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
0
0 2 4 6 8 10 12 14
1 Year Volatility
IMʼs Low
IMʼs LowMed
IMʼs Med
IMʼs MedHigh
IMʼs High
BM Low Avg
BM Low to Med Avg
BM Med Avg
BM Med to High Avg
BM High Avg
2016 average IM returns
1 Year Return
20.0
18.0
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
0
0 2 4 6 8 10 12 14
1 Year Volatility
IMʼs Low
IMʼs LowMed
IMʼs Med
IMʼs MedHigh
IMʼs High
BM Low Avg
BM Low to Med Avg
BM Med Avg
BM Med to High Avg
BM High Avg
2024 average IM returns
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 17
Strategic
Report

Strategic priorities Description 2025 progress 2026 priorities
Delivering excellent
client service
This is at the heart of what we do. It
is important we meet the evolving
expectations of our clients by listening
and understanding what they want,
and responding with improvements to
our service.
• New leadership
• Strengthened client relationships
• Better online experience
• Strong investment performance
• Scaled AI adoption
• Award winning
• Launch new mobile app
• Interactive access to product information
• Digitise onboarding across all services
• Expand the Brooks Financial Academy
Broadening and deepening
our client reach
We will focus on taking the Group’s
broad product range to our existing
network and new connections, increase
brand awareness and enhance client data
analytics to support lead generation.
• Sold BM International business
• Acquired three financial planning businesses
• Structured approach with IFAs to build better
understanding of our products and services
• Extended the breadth of proposition
• Improved brand awareness
• Adviser roadshows
• Prioritise engaging with new model
and national advisers
• Strategic hires to accelerate revenue generation
• Promote and scale our suite of
Retirement Strategies
• Enhance our offer to high-net worth clients
Driving scale and
efficiencies
We will focus on building talent and
execution capabilities to support delivery
of client service, leverage automation
across the front office and support
teams to increase productivity, and
optimise investment and client reporting
processes to improve efficiency.
• FUMA increased by 17% to £19.2 billion
• MPS annualised net flows of 14%
• Simplifying and centralised processes
• Journey towards paperless
• Acquisition integration
• Rationalised supplier base
• Flat BAU costs discipline
• Group-wide AI strategy
• ‘Fit for future’ data strategy
• Digitise workflows and automate operations
• Maintain BAU costs growth p.a.
Medium-term targets:
We have refocused our strategy to take advantage of the growth opportunities in the UK wealth management sector.
2025 has been a transformational year, establishing strong foundation from which we continue to drive sustainable long-term growth.
Our strategy: Reigniting Growth
5%
annualised net inflows
<5%
BAU costs growth
18 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202518

1. Delivering excellent client service
Our strategy continued
What we delivered in 2025:
• We enhanced our distribution capability,
with experienced new hires and continued
to strengthen client relationships.
• We have a comprehensive approach to
IFA segmentation, enabling us to provide a
more tailored and personalised service.
• We continued to enhance our digital
capabilities and have seen a 55% increase
in clients accessing services through our
InvestBM portal over the year.
• We launched a self-serve capability and
have seen a good uptake from IFA clients.
• Our investment performance remained
strong. As at 30 June 2025, across our
BPS offering, all five risk profiles delivered
returns exceeding their respective ARC
peer group comparator over one, three,
five and ten-year horizon.
• We scaled our AI adoption, using Advisory
AI tools to enhance our services.
• We were awarded Gold for DFM Service
for the fourth consecutive year. Brooks
Macdonald is one of only five managers to
have had a 5-star rating for 13 years.
2026 priorities:
• We will continue to enhance our digital
capability, having recently launched a
new mobile application, providing faster
and more accessible information for
our clients. We will be looking to further
expand the user experience over the year.
• We will introduce digital onboarding
across our services – a digital factsheet
service for interactive access to
information about our products.
• We will continue to invest in the
development of our people, expanding
the Brooks Financial Academy to offer
client-facing staff the opportunity
to expand their qualifications and
investment management expertise,
alongside the existing financial planning
training programme.
92%
BPS/MPS custody client
retention rate
Gold award for
DFM Service 2025
When I decided to become an adviser and start
my own business, Brooks Macdonald were there
to support me from the start. This support
has carried on over the past few years, and we
actively hold meetings with our existing, new
and potential clients together. I always find the
admin team are on hand to make my life easier
as an adviser, which is a huge part of why I like
using Brooks Macdonald. May this continue in the
years to come.”
Adviser client testimonial
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 19
Strategic
Report

What we delivered in 2025:
• Following the disposal of BMI, we have
reshaped the Group to be a UK-focused
wealth manager.
• We have scaled our Financial Planning
business through the acquisition of three
financial planning businesses. These have
been integrated with our legacy financial
planning business under a new brand:
Brooks Financial.
• Our engagement with IFAs was
reinvigorated through nationwide
roadshows, meeting c.250 advisers in 30
locations across the UK.
• We implemented a structured approach
to IFA engagement, ensuring they have
a better understanding of our products
and services.
• We improved brand awareness through a
refreshed marketing and digital strategy,
and provided regular updates via
traditional and social media channels.
• We opened a new office in Glasgow on
1 July, which significantly expands our
client reach across Scotland.
• We have launched Global MPS range,
which includes both active and
passive globally diversified portfolios,
complementing our existing Core
MPS offering.
• We developed new Retirement Strategies,
with three distinct solutions, delivering
clarity, choice and confidence to advisers
and clients.
2026 priorities:
• We will continue to meet with IFAs, with
nationwide roadshows over the year.
• We will promote and scale our suite of
Retirement Strategies across both BPS
and MPS.
• We will carry out strategic hires to
accelerate revenue generation.
• We will continue to build brand
awareness, leveraging our strong marketing
and distribution capabilities.
• We will enhance our offer to
high-net-worth clients.
• We will continue to leverage our
nationwide presence, further broadening
our client reach.
2. Broadening and deepening our client reach
Our strategy continued
£19.2bn >1,000
FUMA at 30 June 2025 number of IFA clients
Retirement Strategies
The opportunity
• Within the next 15 years, the UK population
aged 65+ is projected to increase to nearly
a quarter of the total population
1
.
• There is a sustained shift from defined
benefit (“DB”) to defined contribution
(“DC”) pensions, particularly with
the introduction of auto-enrolment.
Among those aged 55–64, 45% report
having DC pensions, compared to 39%
with DB pensions
2
. This results in a growing
need for retirement solutions that can
meet more complex retirement planning.
• The number of retirees opting for income
drawdown is expected to increase by
20% over the next five years.
The Brooks Macdonald approach
Our latest solutions are designed to bring
clarity, choice and confidence to clients,
offering three different solutions suitable for
different client segments:
• Bespoke: Offered to our BPS clients since
2018, this is a highly personalised solution for
clients with more complex needs.
• Tailored: A new solution tailored to
deliver set income requirements for
clients whose needs are less complex.
• Modelled: A new standardised solution
with a range of options, which is available
on third-party platforms.
Financial plans for clients in drawdown
must address three key risks: sequencing,
longevity and inflation. Sequencing risk,
the risk that the timing of withdrawals can
negatively impact an investor’s overall return,
is often the primary challenge. Addressing
sequencing helps clients to stay invested
for the long term, and improves their ability
to manage the longevity and inflation-
related risks.
Our innovative two-pot approach helps to
mitigate these risks:
The modelled strategy aims to provide
income security by actively managing these
risks. It uniquely combines two strategies
within a single account – one focused on the
first seven years in retirement when the timing
of withdrawals tends to have a greater impact
on long-term returns, and another focused on
growth for the longer term beyond year seven.
1
ONS
2
PPI, Assessing the UK Retirement Income Market.
Short-term
component
(0-7 years)
Long-term
component
Cash
0-1 Year
Fixed Maturity
Investments
1-7 Years
Growth
Portfolio
7+ Years
Case study
20 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202520

Scaling our Financial Planning business
The opportunity
• The financial advice market is quickly
growing, with attractive margins and a
loyal client base.
• The UK has c.28,000 advisers and
c.4,600 advice firms
1
.
• The average UK-wide portfolio size is
now above £400k for the first time
1
.
• Clients and their advisers are
younger compared to traditional
investment management.
• Offering integrated investment
management and financial planning
advice provides a growth opportunity
in the wealth sector.
Brooks Financial
Brooks Financial brings together all former
financial planning companies under
one unified brand, reflecting our scale
and ambition to deliver high-quality,
independent, whole-of-market financial
planning advice to clients across the UK.
Brooks Financial provides trusted financial
advice on mortgages, insurance, life
insurance, employee benefits, sports,
charities and court of protection.
Our Brooks Financial Academy develops
high-quality chartered financial planners,
who will continue our commitment
to offer independent advice of the
highest standard.
1
The Advice Gap 2025, Langcat.
Case study
3. Driving scale and efficiencies
Our strategy continued
What we delivered in 2025:
• We have integrated three financial
planning acquisitions and centralised
activities to drive best practice across
the Group.
• We hired a new executive
leadership team.
• We delivered procurement efficiencies
through supplier optimisation
and enhanced partnerships with
strategic suppliers.
• We are on track to deliver announced
synergies in 2026.
• We partnered with an AI delivery provider
and started to pilot AI tools.
• We encouraged clients to go paperless,
with a 97% uptake across the
clients approached.
• Delivered flat BAU costs growth,
demonstrating strict cost discipline.
2026 priorities:
• We will deploy a group-wide AI strategy.
• We will digitalise workflows, which
will lead to material improvement and
automation across our operations.
• We will implement a ʻfit-for-the-
futureʼ data strategy and complete the
deployment of a new system across HR
and finance functions.
• We will complete the integration of
recent acquisitions.
• We will realise targeted synergies of
£1 million and seek additional efficiencies.
• We will continue to review and optimise
third-party contracts and further improve
relationships with key suppliers.
• We will further promote paperless
communication with clients.
• We will maintain the BAU costs growth
below 5% p.a.
c.90 Flat
financial planners
and paraplanners BAU costs
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 21
Strategic
Report

Key performance indicators
How we performed
Financial KPIs
FUMA Net flows Revenue Underlying PBT Underlying PBT margin
2 3 B 2 3 B A B A B
£19.2bn
(2024: £16.4bn)
£(0.4)bn
(2024: £(0.4)bn)
£111.6m
(2024: £106.7m)
£28.9m
(2024: £30.3m)
25.9%
(2024: 28.4%)
Definition
Total FUMA at the end of
the year.
Relevance
The value of FUMA has a direct
impact on the Group’s revenue.
Progress in the year
FUMA increased by 17%
to £19.2 billion, driven by
acquisitions and positive market
and investment performance,
partially offset by net outflows.
Definition
Value of net fund flows, and
expressed as a proportion
of opening FUM.
Relevance
This indicates the level of
underlying growth in the business.
Progress in the year
Overall net outflows of
£0.4 billion were broadly in
line with the prior year, with
sequential improvement in H2
2025, supported by strong net
inflows across our Platform
MPS offering.
We target 5% annualised net
inflows over the medium term.
Definition
Fee and non-fee income
generated during the year.
Relevance
The amount of fee and non-
fee income generated by
the Group is one of the key
growth indicators.
Progress in the year
The 4.6% revenue growth
reflects higher financial planning
and transaction revenues,
marginally offset by lower fee
and interest income.
Definition
Revenue less underlying costs
before tax. It excludes items
that management considers
to be outside of the Groupʼs
normal operations or one-off
in nature.
Relevance
This measures the Group’s
overall performance.
Progress in the year
Underlying PBT reduced 5%,
which reflects the impacts of
lower fee and interest income,
and inflationary pressures on the
expense base.
We target ‘business as usual’
(“BAU”) cost growth in the
medium term of <5%, which will
support PBT growth over time.
Definition
Underlying PBT as a percentage
of revenue.
Relevance
It is a key efficiency measure,
allowing comparison with prior
periods or peers.
Progress in the year
A 2.5ppts reduction in margin
reflects lower PBT in the year.
2222 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202522

Non-financial KPI
Underlying diluted EPS Total dividend per share Excess capital Women in leadership Total GHG emissions
A L 3 B L L 3
130.4p
(2024: 150.9p)
81.0p
(2024: 78.0p)
£15.6m
(2024: £47.1m)
35%
(2024: 39%)
99.2 tCO
2
e
(2024: 106.4 tCO
2
e)
Definition
Underlying profit after tax
divided by the diluted weighted
average number of ordinary
shares in issue at the end of
the period.
Relevance
Underlying diluted EPS
measures the value generated
for shareholders, and takes into
account new shares issued
during the year and the dilutive
effect of issuable shares.
Progress in the year
Underlying diluted EPS reduced
by 13.6%, reflecting higher
underlying tax and lower
underlying PBT.
Definition
Total ordinary dividend per
share paid out to shareholders
(interim and final).
Relevance
Dividend distributions represent
an important part of the
returns to shareholders and
demonstrate financial discipline
and confidence in Group’s near-
term growth prospects.
Progress in the year
The 3.8% increase in dividend
to 81.0 pence per share reflects
strength of our balance sheet
and commitment to our
progressive dividend policy.
Definition
Regulatory own funds in excess
of own funds requirement
and management buffer.
Stated before the payment of
final dividend.
Relevance
The excess capital provides
additional financial stability and
capital to drive further growth.
It also enables additional
shareholder returns.
Progress in the year
Reduction in the excess
capital reflects the material
M&A activity and the share
buyback over the year. We
remain sufficiently capitalised
with excess capital available to
support further investment and
returns, in line with our capital
allocation framework.
Definition
Defined by the FTSE Women
Leaders Review as the
Executive Committee and
their direct reports. Ratio
excludes administrative and
support roles.
Relevance
We aim to enhance the
cognitive diversity across the
Group, including its leadership.
We believe that the more
diverse we are, the more diverse
our perspectives, the richer are
our debates and empirically, the
better are our decisions.
Progress in the year
Our female representation
in leadership roles was 35%,
demonstrating our commitment
to improving gender diversity
and equality across the Group.
Definition
Total (market based) Scope
1, 2 and 3 (travel only) GHG
emissions as defined by the
GHG Protocol.
Relevance
We have a target of achieving
carbon neutrality across all
our operations by 2030. The
inclusion of Scope 3 travel
emissions highlights our
commitment to transparency
and accountability across our
value chain and allows us to
track our progress.
Progress in the year
The 7% reduction in our GHG
emissions reflects the changes
in our office portfolio over the
year, as well as targeted actions
to reduce our energy usage.
KPIs are presented on continuing basis. The underlying figures represent the results for the Group’s activities, excluding underlying adjustments as listed on page 28. These represent alternative performance measures (“APMs”) for the
Group. Refer to the Non-IFRS financial information section on page 162 for a glossary of the Group’s APMs, their definition and the criteria for how underlying adjustments are considered.
Key Link to strategic priorities
A
Alternative performance measure
1
Delivering excellent client service
B
Link to bonus
2
Broadening and deepening client reach
L
Link to LTIP
3
Driving scale and efficiencies
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025
23

Basis of presentation
During the 2025 financial year, we completed
the sale of BMI, as well as the investment
management contract of the SVS Brooks
Macdonald Defensive Capital Fund (“DCF”)
(subsequently renamed SVS RM Defensive
Capital Fund). As a result, the BMI operations
and the DCF activities have been classified
as discontinued operations in the 2025
results, and the prior year comparative
financial information included in this report,
has been restated in accordance with IFRS
5 ‘Non-current assets held for sale and
discontinued operations’.
In addition, we completed three acquisitions
during 2025: CST Wealth Limited
(“CST Wealth”), Lucas Fettes (Holdings)
Limited, with its wholly owned subsidiary,
Lucas Fettes and Partners (Financial Services)
Limited (together “Lucas Fettes”), and LIFT-
Financial Group Limited and LIFT-Invest
Limited (together “LIFT”) (together “the
acquisitions”). The financial results from the
acquired businesses have been consolidated
into the 2025 financial statements from their
acquisition date, and so include eight months
for CST Wealth, seven months for Lucas
Fettes and five months for LIFT. Refer to note
14 of the consolidated financial statements for
further information. The financial information
is presented on a continuing basis, unless
stated otherwise.
I am pleased to report my first set of full-year results
for Brooks Macdonald, delivering revenue growth
alongside continued cost discipline. Following the
acquisition of the three financial planning businesses,
we have made good progress on integration and are
well positioned as a UK-focused wealth manager to
leverage our enhanced advice expertise and focus on
driving and delivering our strategy to reignite growth.”
Katherine Jones
CFO
Financial review
2424 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202524

Financial results summary
The table below shows our financial performance for the years ended 30 June 2025 and 2024.
£ million (unless stated otherwise) 2025
2024
restated
1
Total FUMA (£ billion) 19.2 16.4
Total FUM (£ billion) 16.6 15.5
Net flows (£ billion) (0.4) (0.4)
Fee income 72.9 74.7
Financial planning income 17.1 8.2
Transactional and FX income 14.0 12.4
Interest income 7.6 11.4
Total revenue 111.6 106.7
Fixed staff costs (41.7) (37.2)
Variable staff costs (10.3) (11.4)
Total staff costs (52.0) (48.6)
Non-staff costs (33.2) (30.2)
Total underlying costs (85.2) (78.8)
Net finance income 2.5 2.4
Underlying profit before tax 28.9 30.3
Underlying adjustments (11.4) (5.7)
Statutory profit before tax 17.5 24.6
Taxation (5.9) (4.2)
Statutory profit after tax 11.6 20.4
Result from discontinued operations 9.4 (13.9)
Total comprehensive income for the year 21.0 6.5
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations. In addition,
there has been an update to the results presented in the restated comparative period previously disclosed in the interim report and accounts for the six months ended 31 December 2024. Refer to the note 2 of the consolidated financial
statements for further details.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 25
Strategic
Report

Movements in FUMA, by service
£ million
Opening
assets
1 July 2024
restated
1
Gross
inflows
Gross
outflows Net flows Acquired
Market and
investment
performance
Closing
assets
30 June 2025
Net flows
growth FUM growth
BPS 8,880 649 (1,372) (723) – 371 8,528 (8.1)% (4.0)%
MPS Custody 974 48 (157) (109) – 41 906 (11.2)% (7.0)%
MPS Platform 4,367 1,682 (1,081) 601 788 227 5,983 13.8% 37.0%
Total MPS 5,341 1,730 (1,238) 492 788 268 6,889 9.2% 29.0%
Funds 1,323 210 (375) (165) – 50 1,208 (12.5)% (8.7)%
Total FUM 15,544 2,589 (2,985) (396) 788 689 16,625 (2.5)% 7.0%
Advised only assets 826 1,751 2,577
Total FUMA 16,370 2,539 19,202 17.3%
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the presentation in the current financial year.
Total FUMA increased 17.3% to £19.2 billion
(30 June 2024: restated £16.4 billion), as a result
of recent acquisitions contributing £2.5 billion,
and positive market and investment
performance. Closing FUMA comprises total
FUM of £16.6 billion (30 June 2024 restated:
£15.5 billion) and advised only assets of
£2.6 billion (30 June 2024: £0.8 billion).
Growth in FUM was largely driven by
acquisitions, as well as market and investment
performance, which added £0.7 billion. Total
net outflows of £0.4 billion were broadly in line
with the prior year (2024 restated: outflows
£0.4 billion), with a marked improvement in
net flows in the second half of the financial
year (H2 2025 net outflows £0.1 billion, H1 2025
net outflows £0.3 billion). This reflects the
benefit of management actions taken over the
year, including extensive IFA roadshows and
targeted meetings with clients. As a result,
in the final quarter, we reported the best
quarterly net flow performance in two years
(net outflows of £5 million).
Net outflows across our BPS offering totalled
£723 million (2024: outflows £558 million), with
significant improvement in H2, driven by lower
Core BPS outflows and higher inflows in our
Retirement Strategies offering. This reflects
the greater IFA outreach over the year, and key
client engagement to promote our retirement
offering. Overall, BPS FUM closed down 4.0%
at £8.5 billion (30 June 2024: £8.9 billion).
MPS Platform reported net inflows of
£601 million (2024: £467 million) representing
growth of 13.8%. Of this total, MPS Platforms
saw organic net flows of £575 million and
transfers from the acquired businesses
contributed £26 million. Acquisitions added
£0.8 billion of FUM and market and investment
performance added a further £0.2 billion,
leading to overall FUM growth of 37.0% to
£6.0 billion (30 June 2024: £4.4 billion).
Advised only assets increased to £2.6 billion
(30 June 2024: £0.8 billion) benefitting from
£1.8 billion of acquired assets in the second
half of the year. Over time, in line with our
strategy and subject to client suitability, a
greater proportion of these advised only
assets may become managed and advised.
The market and investment performance
of £0.7 billion represents 4.4% of opening
FUM. Overall, we recorded a robust
performance when compared to MSCI and
ARC Benchmarks over the course of the
financial year.
Revenue
Total revenue increased by 4.6% to
£111.6 million (2024: £106.7 million). This was
principally driven by financial planning income
growing to £17.1 million (2024: £8.2 million), of
which financial planning income from recent
acquisitions contributed £8.2 million, and
transactional and FX income of £14.0 million
(2024: £12.4 million), which benefited from
increased trading volume in the financial
year. This was partially offset by lower
interest income, down 33.3% to £7.6 million
(2024: £11.4 million), and fee income, which
decreased by 2.4% to £72.9 million (2024:
£74.7 million). The reduction in interest income
was largely due to lower average interest
rates over the year, while the reduction
in fee income principally reflects mix
effects, with stronger growth across lower
margin MPS Platform offerings compared
to the higher margin BPS offering, which
experienced outflows.
Financial review continued
26 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202526

Revenue, average FUM and yields
Revenue Average FUM Yields
2025
£m
2024
1
£m
Change
%
2025
£m
2024
1
£m
Change
%
2025
bps
2024
1
bps
Change
bps
BPS fees 51.4 54.4 (5.6)% 8,373 8,579 (2.4)% 61.4 63.5 (2.1)
BPS transactional and FX income 14.0 12.2 14.7% 16.7 14.2 2.5
Total BPS 65.4 66.6 (1.8)% 8,373 8,579 (2.4)% 78.1 77.7 0.4
MPS Custody 5.4 5.8 (5.4)% 929 972 (4.5)% 58.6 59.2 (0.6)
MPS Platform 9.0 7.1 26.7% 5,058 3,892 30.0% 17.7 18.2 (0.5)
Total MPS 14.4 12.9 11.8% 5,987 4,864 23.1% 24.0 26.4 (2.4)
Funds 6.5 6.8 (3.7)% 1,445 1,486 (2.8)% 44.9 45.4 (0.5)
Total (excluding interest income) 86.3 86.3 0.0% 15,805 14,929 5.9% 54.6 57.8 (3.2)
Interest income – BPS 6.8 10.2 (33.0)% 8.2 11.9 (3.7)
Interest income – MPS Custody 0.8 1.2 (34.6)% 8.2 11.9 (3.7)
Total FUM-related revenue 93.9 97.7 (3.9)% 15,805 14,929 5.9% 59.4 65.4 (6.0)
Financial planning 17.1 8.2 108.8% 45.4 34.6 10.8
Other income 0.6 0.8 (19.2)%
Total non-FUM-related revenue 17.7 9.0 97.7%
Total revenue 111.6 106.7 4.6%
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the presentation in the current financial year.
During the year, the overall yield decreased by
6.0bps to 59.4bps (2024: 65.4bps). The yield
on total BPS increased by 0.4bps to 78.1bps
(2024: 77.7bps). This reflects higher transaction
and FX income, offsetting the impact of lower
fee and product mix. This was driven by the
variation in fee rates on gross BPS outflows
and rates achieved on new business within
Core BPS and the product mix across the
underlying BPS services, including the Gilts
offering.
The yield on total MPS decreased by 2.4bps
to 24.0bps (2024: 26.4bps), largely due to the
increased proportion of FUM held within the
lower-yielding MPS Platform compared to
MPS Custody.
The yield on interest income, net of amounts
paid to clients, decreased by 3.7bps to 8.2bps
(2024: 11.9bps). The reduction reflects the fall
in the Bank of England base rate over the year,
combined with an increase in the proportion
of interest income shared with clients.
Underlying costs
Excluding costs acquired with the Financial
Planning businesses of £6.2 million (2024: nil),
the underlying costs (including £2.5 million
of finance income) were broadly flat at
£76.5 million. This reflects inflationary
and regulatory cost increases of 2.6% and
investment in capability and capacity of
5.4% to support business growth, offset by
7.7% of cost savings due to management
actions, including organisational restructuring,
lower variable pay costs and more discipline
around non-staff costs. Total underlying costs,
including acquisitions and finance income,
increased by 8.2% to £82.7 million (2024
restated: £76.4 million).
Underlying cost analysis (£m)
2025
1
2024
1
Cost savingInflationary /
regulatory increases
Investment Acquisitions 2025
1
reported
-8%+3% +5%
+8%
+0.1%
76.4
2.0
(5.9)
4.0
76.5
6.2
82.7
1
Includes net finance income of £2.5 million (2024: £2.4 million).
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 27
Strategic
Report

Staff costs
Excluding acquisitions, staff costs decreased
by 3.3% to £47.0 million (2024 restated:
£48.6 million), as a result of organisational
restructuring and lower variable pay, which
countered inflationary pressures and senior
hires to support our ‘Reignite Growth’
strategy. Total staff costs increased by 7.0%
to £52.0 million, primarily as a result of 171
employees joining the Group through the
acquisitions made over the year, representing c
30% of the overall headcount at 30 June 2025.
Non-staff costs
Excluding acquisitions, non-staff costs
increased by 5.6% to £31.9 million (2024
restated £30.2 million), driven by higher
regulatory fees and levies, depreciation
and amortisation charges from strategic
investments, and property and distribution
costs. The acquisitions added £1.3 million in
non-staff costs, resulting in total non-staff
costs of £33.2 million (2024: £30.2 million).
Profit before tax
Underlying PBT decreased by 4.6% to
£28.9 million (2024 restated: £30.3 million),
and the underlying profit margin was 25.9%
(2024 restated: 28.4%).
On a statutory basis, the PBT was down 28.9%
to £17.5 million (2024: £24.6 million), driven
by non-recurring one-off items including
acquisition and integration costs and
organisational restructure costs.
The profit from discontinued operations, which
is presented after tax, was £9.4 million (2024: loss
of £13.9 million). This comprises the operating
results generated by the DCF and BMI prior to
their respective disposal dates (November 2024
and February 2025, respectively) and the gains on
their disposal. Further information is provided in
note 13 of the consolidated financial statements.
Move to the LSE’s Main Market
costs (£1.9 million charge)
In March 2025, the Group announced its
successful admission to the LSE’s Main
Market, which the Board believes will further
enhance the Groupʼs corporate profile and
extends the opportunity to own its ordinary
shares to a broader group of investors.
Costs incurred in this transaction have been
excluded from underlying earnings due to their
one-off nature.
Head office relocation
(£1.3 million charge)
This primarily relates to the dual running costs
whilst the Group relocates to the new head
office in Q4 2025. These have been excluded
from underlying earnings on the basis that they
are non-recurring in nature.
Other non-operating items
(£2.3 million credit)
This primarily relates to a refund from HMRC
(£3.1 million) in respect of VAT arising on
the Group’s AIM Portfolio Services as it
was confirmed this was exempt from VAT,
covering the period from 1 October 2019 to
30 September 2024. This is partially offset
by legacy legal costs and strategic and
transformation reviews, conducted as a result
of the significant business change following
the acquisitions and BMI disposal. These items
are excluded from underlying results in view of
their non-recurring nature.
Financial review continued
Reconciliation between underlying and statutory PBT
£ million (unless stated otherwise) 2025 2024
Underlying profit before tax 28.9 30.3
Acquisition and integration related costs (4.4) (0.4)
Amortisation of acquired client relationships (4.0) (3.4)
Organisational restructure (2.1) (2.1)
Move to the LSE’s Main Market costs (1.9) –
Head office relocation (1.3) –
Other non-operating items 2.3 0.2
Total underlying adjustments (11.4) (5.7)
Statutory profit before tax 17.5 24.6
Underlying PBT is considered by the Board to
be an appropriate reflection of the Group’s
performance when compared to the statutory
results as this excludes income and expense
categories, which are deemed to be of a non-
recurring nature or non-operating items. The
Non-IFRS financial information section on page
162 includes a glossary of the Group’s APMs
and the criteria for how each are considered.
A reconciliation between underlying and
statutory PBT for the year ended 30 June 2025,
with comparative financial information is
presented in the table above.
Acquisition and integration related
costs (£4.4 million charge)
These represent costs incurred in relation to
the Group’s recent acquisitions, and include
legal fees, fair value adjustments and finance
costs in relation to the deferred contingent
consideration. The prior financial year charge
relates to the share-based payment for share
options awarded to onboarded employees
as part of the integration of a prior period
acquisition. These costs are excluded from
the underlying results in view of their one-off
nature arising as part of an acquisition.
Amortisation of acquired client
relationships (£4.0 million charge)
Intangible assets are recognised on the
acquisition of new businesses and in the
course of acquiring FUM and financial advice
portfolios. These are amortised over their
useful life, which has been assessed to range
between 6 and 20 years. This amortisation
charge has been excluded from underlying
profit since it is a significant non-cash item.
Refer to note 17 of the consolidated financial
statements for more detail.
Organisational restructure
(£2.1 million charge)
As part of the Group’s strategy to ensure
it operates in an efficient manner and
delivers the best service to clients, further
opportunities were identified to streamline
and remove duplication from core processes,
resulting in redundancy costs. These have
been excluded from underlying earnings
on the basis that they are in relation to
business restructuring.
28 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202528

Taxation
The underlying tax charge increased to
£7.7 million (2024 restated: £5.5 million),
representing an effective tax rate (“ETR”) of
26.5% (2024 restated: 18.2%). This is slightly
higher than the corporation tax rate of 25.0%
due to higher disallowable expenses, which
include the corporate activity over the year, of
£0.4 million (2024: £0.2 million).
The statutory tax charge was £5.9 million (2024
restated: £4.2 million), representing an ETR of
33.6% (2024 restated: 17.2%). The increase is
driven by lower share option exercises and non-
deductible expenses, including the impact of
corporate activity over the year of £0.5 million
and the move to the LSE’s Main Market of
£0.5 million. Refer to note 12 of the consolidated
financial statements for further information.
Earnings per share
Underlying diluted EPS reduced by 13.6% to
130.4p (2024 restated: 150.9p), and statutory
diluted EPS decreased by 42.7% to 71.4p (2024
restated: 124.5p), reflecting the combined
effects of the movements in earnings
and ETRs, and a diluted weighted average
number of shares in issue of 16.3 million
(2024: 16.4 million). Details on the basic and
diluted EPS are provided in note 15 of the
consolidated financial statements.
2025
2024
restated
1
EPS from continuing operations
Basic 72.0p 126.6p
Diluted 71.4p 124.5p
EPS from discontinued operations
Basic 57.9p (86.5)p
Diluted 57.4p (85.0)p
Underlying EPS from continuing operations
Basic 131.5p 153.5p
Diluted 130.4p 150.9p
1
There has been an update to the results presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer to the note 2 of the consolidated
financial statements for further details.
Financial position, capital, cash and dividend
£ million (unless stated otherwise) 2025 2024
Net assets 154.4 152.3
Excess capital after internal capital buffer 15.6 47.1
Cash resources and liquid assets 53.8 74.7
Final dividend 51.0p 49.0p
Total dividend 81.0p 78.0p
1
Excess capital after internal capital buffer is stated before payment of the final dividend.
Net assets and capital
Net assets increased by 1.4% to £154.4 million
at 30 June 2025 (30 June 2024: £152.3 million).
Total tangible net assets (net assets
excluding intangibles) were £35.0 million at
30 June 2025 (30 June 2024: £69.1 million).
As at 30 June 2025, the Group had
regulatory capital resources of £45.2 million
(30 June 2024: £75.7 million) excluding the
impact of the final dividend payment of
c.£8 million payable in November 2025.
The reduction in capital resources was
predominantly driven by organic investment
and M&A activities of £13.7 million and
£21.1 million, respectively, and the repurchase
of shares through the share buyback
programme of £7.0 million.
The total net assets and the regulatory capital
resources consider the respective period’s
profits as these are deemed to be verified at
the date of publication of the interim results.
In applying its internal capital management
approach, the Group seeks to maintain a
capital buffer in addition to the regulatory
minimum requirement. At 30 June 2025, after
taking into account the regulatory minimum
requirement and internal capital buffer, the
excess capital was £15.6 million (30 June 2024:
£47.1 million), excluding the impact of the final
dividend payment.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 29
Strategic
Report

Cash resources and liquid assets
1
(£m)
Other
investment/
restructuring
2024 Dividends
paid
Underlying op.
cash flow after
tax from cont. operations
Capex M&A 2025
1
Other
2
74.7
53.8
28.3
(12.7)
(9.3)
(5.4)
(7.0)
(2.5)
(12.2)
Organic investment
Share
buyback
Subject to rounding
1
Group liquid assets are inclusive of UK government gilts and money market funds which are classified as a liquid
resource in nature due to their ability to be easily translated into cash.
2
Other includes purchase of shares by the Employee Benefit Trust (“EBT”), payment of lease liabilities and a refund
received from HMRC associated with VAT.
Liquidity
Total cash resources and liquid assets at
30 June 2025 were £53.8 million (30 June 2024:
£74.7 million). The reduction on the prior
year largely reflects the cash impacts of
M&A consideration of £12.2 million and a
share buyback of £7.0 million (30 June 2024:
£nil). During the year ended 30 June 2025,
the Group also incurred capital expenditure
of £9.3 million (2024: £1.8 million), including
investment in technological transformation to
deliver continued performance improvements,
automation and process efficiencies and
to enhance our clients’ digital journeys, and
property-related costs. A further £5.4 million
was deployed on other strategic and
transformational actions such as organisational
restructuring, integration and the move from
AIM to the Main Market.
Dividend
The Board recognises the importance of
dividends to shareholders and the benefit of
providing sustainable shareholder returns. In
determining the level of dividend in any year,
the Board considers a number of factors such
as the level of retained earnings, future cash
commitments, statutory profit cover, capital
and liquidity requirements and the level of
profit retention required to sustain the growth
of the Group. The Board has declared a final
dividend of 51.0 pence per share (2024: 49.0
pence). This represents an increase of 4.1%
compared to the previous financial year,
and brings the total dividend for the full year
to 81.0 pence per share (2024: 78.0 pence).
Subject to shareholder approval, the final
dividend will be paid on 4 November 2025
to shareholders recorded on the register on
19 September 2025.
Capital position (£m)
M&A2024 Dividends
paid
Underlying profit
after tax from
cont. operations
Organic
investment
Share
buyback
2025
2
Other
1
75.7
21.2
(12.7)
(13.7)
(21.1)
(7.0)
2.8
45.6
47.128.6
15.6
29.6
47.1
45.2
Regulatory requirement and internal buffer Excess capital
1
Other includes purchase of shares by the EBT, head office relocation costs, a refund received from HMRC
associated with VAT, and other movements in deferred tax and intangible assets.
2
2025 excess capital stated before final dividend, payable in November 2025.
Share buyback
In January 2025, the Group initiated its
first ever share buyback programme of up
to £10.0 million, consistent with its capital
allocation priorities. At 30 June 2025, the Group
had repurchased and cancelled 464,000 shares
for a total consideration of £7.0 million.
At the date of signing this Annual Report
and Accounts, a further 74,000 shares were
purchased and cancelled, for additional total
consideration of £1.1 million. The Board will
continue to deploy the remainder of the
£10 million buyback in due course.
In summary
I look forward with confidence as we focus
on delivering our ʻReignite Growthʼ strategy
and achieving our medium-term targets of
annualised net flows of 5% and keeping BAU
cost growth below 5% per annum.
Katherine Jones
CFO
3 September 2025
Financial review continued
30 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202530

In accordance with the UK Corporate Governance Code, the Board has assessed the Group’s viability over a five-year period which is inclusive of FY25
and aligned with the Group’s strategy, its budgeting and forecasting process and the scenarios set out in the 2024 Internal Capital Adequacy and Risk
Assessment (“ICARA”).
The Board has carried out a robust
assessment of the principal and emerging
risks facing the Group, along with the stress
tests and scenarios that would threaten
the sustainability of its business model,
future performance, solvency or liquidity.
This assessment is based on the Group’s
Medium-Term Plan (“MTP”), the ICARA and
an evaluation of the Group’s emerging and
principal risks, as set out in the Risks section
on pages 54 to 57 and outlined in the Risk and
Compliance Committee report on pages 103
to 105.
In assessing the future viability of the overall
business, the Board has considered the
Group’s current and future strategy. The
Board has also considered the business
environment in which the Group operates and
the potential threats to its business model
arising from regulatory, demographic, political
and technological changes. Moreover, the
Board’s assessment considered the current
macroeconomic environment, as well as
the impact of volatile markets, inflation and
interest rates on the Group’s profitability,
regulatory capital and liquidity forecasts. The
Board’s assessment of the Group’s capital
and liquidity position also considers the
implications of meeting the Group’s proposed
interim and final dividend pay-outs.
The MTP forms part of the Group’s annual
business planning process. The model
translates the Group’s current and future
strategy into a detailed year-one budget,
followed by higher-level forecasts for years
two–five. The combination of this detailed
budgeting, longer-term forecasting and
various stress tests provides a transparent and
holistic view of the forward-looking financial
prospects of the Group. The Board reviews
and challenges the Group’s MTP annually. The
MTP covering the five-year period from FY25
to FY29, which underpins the 2024 ICARA,
was challenged and approved by the Board in
October 2024.
In addition to the annual MTP preparation
process, a re-forecast is carried out by
management and reviewed by the Board on
a quarterly basis for the upcoming 18-month
period. These reflect updates for prevailing
trading conditions and other changes required
to the budget assumptions set at the start of
the year.
As part of the ICARA, the Group models a
range of downside scenarios and a severe
but plausible stress scenario designed to
assess the Group’s ability to withstand a
market-wide shock, such as a sharp market
decline triggered by a global recession,
Group-specific stresses, such as the loss
of an investment management team or key
introducer, or a combination of both.
The Group modelled a multi-layered scenario
involving a significant decline in financial
markets over a five-year period (with UK
equities modelled to lose 33% of their value
with correlated impacts modelled across the
Group’s portfolios, with a gradual recovery),
combined with the loss of a key investment
management team. This scenario would have
an adverse impact on the Group’s profitability
compared to the MTP base case, reducing its
regulatory capital surplus, before putting in
place any mitigating management actions.
Management identified a number of mitigating
actions that could be implemented in the
event of such severe stresses. In this scenario,
possible mitigating actions were to reduce
discretionary compensation and headcount
and to impose departmental cost reductions.
Although the Group does not fall into a
regulatory capital deficit during the stress
period, these management actions would
bolster profitability and strengthen regulatory
resources to ensure a significant capital
surplus was maintained against the Group’s
minimum capital requirement. If deemed
appropriate, further mitigating actions could
include the reduction of external dividend
payments and a further reduction in costs
across the business. The implementation of
the above actions depends on the nature and
severity of the specific stress events and the
time frames over which they occur.
The ICARA scenarios are reviewed throughout
the year to ensure they remain relevant
and continue to be a suitable tool for
developing our controls and mitigating actions.
Management also considers a reverse stress
case and carries out an assessment of the
cost to the Group of a wind-down in the event
of a non-recoverable shock to the operating
model. Moreover, management has identified
a number of additional actions that could be
implemented in the event of severe stresses.
Taking into consideration the assessment of
the above factors, including the results of the
latest ICARA, the Group’s risk management
framework and the mitigating actions that can
be put in place, the Board has a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the period under
assessment. This assessment also supports
the Group’s consolidated financial statements
being prepared on a going concern basis,
as discussed in note 2 of the consolidated
financial statements.
Viability statement
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 31
Strategic
Report

In accordance with Section 172(1) of the Companies Act 2006, the Directors have a duty to
act in good faith to promote the success of the Company for the benefit of its members as a
whole and, in doing so, have regard (among other factors) to various other considerations and
stakeholder interests:
The likely consequences of any
decision in the long term
• Investment case on page 6
• CEO’s statement on pages 9 to 10
• Business model on pages 14 to 17
• Our strategy on pages 18 to 21
The interests of the
company’s employees
• How the Board embeds culture on page 68
• Responsible business on pages 35 to 39
• Board overview on pages 64 to 67
The need to foster the company’s
business relationships with suppliers,
customers and others
• Market overview on pages 12 to 13
• Business model on pages 14 to 17
• Responsible business on pages 35 to 44
The impact of the company’s
operations on the community and
the environment
• Market overview on pages 12 to 13
• Responsible business on pages 41 to 44
• Summary disclosure against TCFD
recommendations on pages 45 to 52
• Risk management on pages 54 to 57
The desirability of the company
maintaining a reputation for high
standards of business conduct
• Business model on pages 14 to 17
• Responsible business on pages 35 to 44
• Risk management on pages 54 to 57
• Whistleblowing on pages 39 and 73
The need to act fairly as between
members of the company
• Responsible business on page 35 to 44
• How the Board embeds culture on page 68
• How we engage with our stakeholders on
pages 32 to 34
• Board overview on pages 64 to 67
The section overleaf covers the engagement with our key stakeholders.
See pages 65 and 66 of the Governance Report for the examples of key decisions made by the
Board over the year, including the considerations given to relevant stakeholders affected by
those decisions.
Stakeholder engagement
Section 172(1) statement
32 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202532

Clients and intermediaries
Overview
Our client base is largely split into intermediated and
direct clients. Intermediated clients includes both
external IFAs and internal financial planners. We also
serve clients directly through our financial planning and
investment management businesses. The long-term
success of Brooks Macdonald depends on our ability
to respond to clients’ changing needs and assist them
to meet their financial objectives.
Key priorities
• Competitive investment performance and returns
• High-quality service and relevant product offering
• Relationship based on trust
Methods of engagement
• Investment bulletins and webinars
• Regular client meetings with investment managers
and financial planner
• IFA roadshows with senior management
and relationship managers
• In-person and online engagement
• Investment updates
Outcomes of engagement
• Met with over 250 IFAs as part of our drive
to reinvigorate engagement
• The feedback we collate influences our strategic
decision making, allowing us to better serve our
clients and growth our business
• Launched Global MPS and a suite of Retirement
Strategies solutions to support clients’ long-term
financial goals
Shareholders
Overview
Continued support of our shareholders is key to our
long-term success. As owners of the Company, it is
important to maintain regular engagement and listen
and respond to investor feedback throughout the year.
Key priorities
• Successful delivery of our strategy
• Capital generation and shareholder returns
• Robust governance
Methods of engagement
• Full year and interim results presentations
• Post-results management roadshows and
attendance at investor conferences
• Engagement with sell-side analysts
• AGM
Outcomes of engagement
• Supportive shareholder base
• Successful transition from AIM to the Main
Market of the LSE
• Share buyback programme
• Investor feedback collated and shared with the
Board to inform strategic decision making
Employees
Overview
We are committed to attracting, developing and
retaining top talent, recognising that an engaged and
motivated workforce is essential to our ambition of
being an employer of choice and the long-term success
of the business.
Key priorities
• Competitive pay and benefits
• Skills development and career progression
• Value-led and inclusive culture
Methods of engagement
• Regular team discussions and feedback sessions
• Training programmes and talent development
• Town hall conferences
• Roundtable discussions with the
Executive Committee
• Employee engagement surveys
• Intranet and newsletters
• CEO conversations
Outcomes of engagement
• Business strategy and objectives clearly
and consistently communicated
• Launched the Client Excellence Programme
• Supported management training and development
initiatives to increase our management and
leadership capability, and drive individual
and organisational success
• Refined our performance management with
goal alignment to strategic objectives
• Continued to enhance our employee
policies and benefits
The Board has considered the interest of stakeholder throughout the year.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 33
Strategic
Report

Regulators
Overview
We focus on open and constructive relationships
with our regulators, who provide the legislative and
regulatory rules and guidance to how business in the
sector should be run, to ensure our products and
services meet the highest standards.
Key priorities
• Consumer outcomes
• Protect the integrity of the UK financial system
• Operational and financial resilience
Methods of engagement
• Regulator updates and meetings
• Regulatory returns and applications
• Participation in industry association and
trade body meetings
Outcomes of engagement
• Supports good client outcomes, business resilience
and long-term success
• Regular engagement with our regulators keeps
us aligned with evolving expectations and
demonstrate a shared commitment to growth,
market integrity and consumer protection
Community and
the environment
Overview
As a responsible organisation, we are committed to
supporting the communities in which we operate,
treating our suppliers fairly and building strategic
partnerships and optimising our supply base to
ensure we maintain cost discipline. This is integral
to our broader sustainability agenda and long-term
commitment to responsible business practices.
Key priorities
• Responsible business conduct
• Collaborative social partner
• Operational and financial resilience
Methods of engagement
• Website and social media, covering topics on
retirement planning and investment
• Utilising a third-party supplier management
framework and internal sourcing capability to
improve product offerings, costs, processes,
efficiency and business resilience
• Participation in industry associations
Outcomes of engagement
• Support for communities through charitable giving
and employee volunteering programme
• Collaborated with our supply base to improve
product offerings, costs, processes and increase
efficiency and support ongoing business resilience
• Continued to reduce our environmental impact,
through lower overall energy consumption and
reduced GHG emissions
Stakeholder engagement continued
Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202534

People and communities Corporate and operational Responsible investment
Our people are the driving force behind our
success. We are committed to creating an
environment in which they feel valued and
inspired, while supporting communities
where we and our clients live and work.
We are committed to understanding and
mitigating the environmental impact of our
operations. We behave responsibly and
with integrity and treat our suppliers fairly.
We integrate considerations of
environmental, social and governance
(“ESG”) factors into our investment
processes and active ownership practices.

Read more on pages 36 to 40

Read more on pages 41 to 42

Read more on pages 43 to 44
Social, environmental and ethical considerations are central to
the way we run our business. We are focused on protecting
the environment, supporting communities and ensuring the
wellbeing of our employees. We continue to actively seek
opportunities to play our part as a good corporate citizen
and contribute to the communities in which our stakeholders
live and work.
We have an established responsible business framework,
overseen by the ESG Advisory Committee (“ESGAC”), which
comprises of senior business representatives from across the
Group. The ESGAC regularly reports to the Chief Operating
Officer and the Board, providing timely updates on the
Group’s ESG strategy.
Our responsible business approach is structured around
our stakeholders and is divided into three pillars: people
and communities, corporate and operational, and
responsible investment.
Responsible business
Our approach to responsible business
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025
35

These developments have expanded
our employee base and introduced new
opportunities and responsibilities as we
integrate the new teams into the wider Group.
We remain deeply committed to fostering
an inclusive environment by bringing people
together through active engagement, cultural
integration and meaningful initiatives that
promote collaboration and sense of belonging.
We remain committed to enhancing the
employee value proposition, supporting our
people and embedding a strong, inclusive
culture across the organisation.
Guided by our principles
Our Guiding Principles are the foundation of
our culture, shaping how we work, collaborate
and deliver value to clients. We are building
an environment in which employees feel
heard, empowered and inspired to grow. By
embracing ambition, driving accountability,
supporting each other and adopting a
learning mindset, we unlock new ideas
and opportunities that drive continuous
improvement and sustainable growth.
Our values guide every stage of our talent
journey, from recruitment and performance
to development and succession, ensuring our
people grow in alignment with who we are and
what we stand for.
See page 5 for more detail on our values.
Empowering our people
to thrive
At Brooks Macdonald, our people are the
driving force behind our success. Their
passion, creativity, resilience and drive enable
us to deliver outstanding service to our clients
and help reignite growth. We are committed
to creating an environment in which every
individual is supported, inspired and
empowered to reach their full potential.
Our strategic people pillars
1. Strengthening leadership
and management
We are investing in the next generation of
leaders, equipping them with the tools,
mindset and confidence to lead with impact.
2. Driving a high-performance culture
We foster a culture in which excellence
is expected, celebrated and continuously
pursued, fuelling both individual and
business growth.
3. Enhancing skills and capabilities
We are committed to lifelong learning. By
developing critical skills and future-ready
capabilities, we ensure our people stay ahead
in a rapidly evolving world.
Shaping confident,
capable leaders
We believe that great leadership drives great
outcomes. Our Management Excellence
Programme is a structured development
journey designed to build core leadership
skills, broaden perspectives and empower
leaders to inspire success across their teams
and the wider organisation. This year, we have
had 89 leaders participate in the programme.
Delivered consistently across the business,
the programme ensures that every new
or transitioning leader receives the same
high-quality experience, establishing a
strong foundation and a clear benchmark for
leadership excellence.
Building high-performing
teams
We believe high-performing teams drive
better business outcomes. Our Learning
and Development team partners across the
business to unlock team potential through
tailored, high-impact interventions, including
psychometric tools, team assessments and
coaching. By investing in team effectiveness,
we are fostering a culture of trust,
accountability and collective success.
Responsible business continued
People and communities
Brooks Macdonald
genuinely invests in its
people, and attending
the Management
Excellence Programme
was a clear testament
to that commitment.
The programme didn’t
just enhance how I
engage with others;
it equipped me with
practical, lasting tools
that I use every day
as a senior leader.
The insights I gained
continue to shape my
leadership with greater
clarity, confidence
and impact.”
Alex Winstanley
Head of Procurement
We have seen many changes this financial year, including to our people and leadership, to create conditions for
success. In February 2025, we sold our international business, confident that our colleagues will be well supported
in a firm that shares our values and culture. Alongside this, we welcomed 171 colleagues through the acquisition of
three financial planning businesses as we continue to execute our ‘Reignite Growth’ strategy.
36 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202536

The Client Excellence Programme gave me a rare chance to pause, reflect and
improve how I engage with advisers. The supportive environment encouraged
honest discussion, challenged old habits and sparked real growth. Since
applying what I learned, I’ve seen clear improvements in my performance.
I highly recommend it to anyone aiming to enhance their client experience.”
Vicky Wellings
Head of Assistant Business Development
Performance management
Our performance management framework is
built on the principle of continuous dialogue,
encouraging regular, high-quality conversations
that drive individual and collective success.
Key elements of our framework ensure
that everyone has aligned objectives to
the business functional scorecards and all
employees are measured not only on what
they achieve, but also how they achieve it.
Performance reviews serve as a valuable
opportunity for employees and leaders
to reflect on past achievements, identify
areas for growth and set clear expectations
for future development. They also provide
a structured space to explore career
aspirations, enabling more meaningful
support and guidance. In addition, it deepens
our understanding of individual and team
capabilities, playing a critical role in our talent
mapping and succession planning, helping us
build a strong, future-ready organisation.
Reward, wellbeing
and benefits
At Brooks Macdonald, we’re committed to
helping our people thrive – professionally
and personally. We offer a competitive,
inclusive and evolving rewards package that
supports wellbeing, recognises contribution
and fosters long-term employee engagement
and satisfaction.
Key highlights include:
• Enhanced benefits: Generous leave
policies, comprehensive insurance and
consistent benefits across roles through
our ʻInclusive by Designʼ approach.
• Financial wellbeing: We listened to
our employeesʼ feedback and agreed
to increase our employer pension
contributions from 6% to 9% from
1 January 2026. We also saw a strong
participation in our SAYE scheme, with
over 60% of eligible employees investing
in our shared success.
• Fair and transparent rewards: Annual
benchmarking, role-based pay design and
a discretionary bonus scheme aligned with
our strategic goals and Guiding Principles.
• Culture of recognition: We celebrate
individual and team achievements,
reinforcing a high-performing and
inclusive environment.
By investing in our people, we are building a
resilient, motivated workforce ready to deliver
lasting value.
Empowering growth through
continuous development
Continuous development of our people is
central to our success. Our people strategy
focuses on continuous learning, equipping
every employee with the tools, support
and opportunities to grow personally
and professionally.
We offer a range of initiatives designed to
support ongoing development, including
professional qualifications, leadership,
management, professional skills and Diversity,
Equity and Inclusion (“DE&I”) training, and a
career portal that provides guidance, tools and
resources to support career growth.
By investing in our people, we are building a
future-ready workforce aligned with our values
and ambitions.
Elevating client relationships
through excellence
This financial year, we proudly launched
our Client Excellence Programme; a
dynamic initiative designed to empower
our investment managers, financial planners
and business development managers with
advanced relationship management skills.
The programme blends in-person and virtual
learning with real-world scenarios, coaching
and a powerful psychometric tool to boost
self-awareness and adaptability. With over
60 participants and an impressive 4.8 out of
5 average feedback score, the programme is
already making a meaningful impact. It is also
CPD-accredited, to support our people in
becoming trusted advisers, and broadening
and deepening client reach.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 37
Strategic
Report

The Brooks Financial Academy
The acquisition of LIFT enables us to invest
and grow the Brooks Financial Academy, a
structured five-year development academy
tailored for both school and college leavers
and graduates aspiring to become chartered
financial planners.
This complements our own development
and trainee programmes offered across
investment management, distribution and
financial planning, and offers another entry
point to a career in financial planning.
The programme offers a clear, progressive
pathway through the business, starting in
technical support administration, moving
into client support, then paraplanning and
ultimately leading to a fully chartered financial
planner role.
Participants work toward completing 15
professional exams over the course of the
programme, gaining both the technical
knowledge and practical experience needed
to thrive in the industry.
ʻInclusive by Designʼ
Inclusion is not an initiative; it is embedded
in everything we do. Our ʻInclusive by Designʼ
philosophy challenges us to think differently,
act intentionally and build a culture in which
every voice matters. By embracing cognitively
diverse perspectives and creating a safe
environment, we empower our people to
bring their whole selves to work and do their
best work. When our people thrive, everyone
wins – our clients, shareholders and company.
Diversity, equity and inclusion
We are committed to building a culture
where everyone feels valued, respected and
empowered to thrive. Guided by our ʻInclusive
by Designʼ philosophy, we embed inclusive
practices across all areas of our business from
recruitment to leadership development.
We promote equal opportunities and
ensure that no job applicant or employee is
subject to discrimination or less favourable
treatment on the grounds of gender, marital
status, nationality, ethnicity, age, religion,
sexual orientation, caring responsibility or
disability. If the circumstances of an employee
changes during their time with us – for
example, disability, caring responsibilities or
sexual orientation – we make every effort
to support their continued employment
through appropriate adjustments, training
and development.
I decided to embark on a journey to become a financial planner. To start, I
funded myself through financial qualifications. I quickly realised that I wanted
to join a company that would both support me through exams and provide
training. I was lucky enough to find this within the Academy. The process
is not easy, but if you are committed, it can be highly rewarding. LIFT offer
top-quality advice to clients and really sets the benchmark for where you need
to be. I know exactly what I need to do to become a successful adviser within
the company. I highly recommend the Academy.”
James Potter
Financial Planner
Our policies are designed to ensure that
access to training, career progression,
promotion, and health and wellbeing
support is as fair and inclusive as possible
for everyone.
Key initiatives include:
• Inclusive hiring: Gender-balanced
shortlists, diverse interview panels and
flexible working arrangements. We select
individuals based on skills, qualifications
and experience.
• Leadership accountability: DE&I
objectives embedded in senior leaders’
performance scorecards.
• Supportive policies: Covering domestic
abuse, sexual harassment, menopause,
mental health, gender transitioning and
inclusive family leave.
• Gender equity: Enhanced parental and
adoption leave, including up to six months
of full pay for maternity leave and up to six
weeks of full pay for paternity leave.
• Ongoing education: Training and
resources to help leaders foster
inclusive environments.
We also partner with organisations such as
LGBT Great, City Hive, Menopause in the
Workplace and Women in Finance Charter |
Brooks Macdonald, to advance representation
across our industry.
We are committed to equality and inclusion,
and addressing our gender pay gap is a key
component of achieving this. To read more
about our approach, see our Gender-Pay-
Gap-Report-2024.pdf on our website.
Responsible business continued
People and communities
38 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202538

Gender diversity
The graphs below illustrate the gender
representation within our leadership teams
(Executive Committee and their direct reports,
excluding administrative roles). We remain
committed to advancing the representation
of women in financial services. In 2025, we
joined the 30% Club UK and reaffirmed our
alignment with the Women in Finance Charter.
We have increased our target to 38% female
representation in leadership by 2026. While
our 2025 data shows a slight decline, these
actions reflect our long-term dedication to
building inclusive and balanced leadership
teams. As at 30 June 2025, 4 Board directors
were male and 3 were females. Across the
workforce as a whole, 305 employees were
male and 242 were female.
Employee engagement
Employee engagement is critical to the
success of our people strategy. We are
committed to creating a connected, inclusive
and high-performing culture through a wide
range of initiatives. These include regular
town halls, structured training programmes,
mentoring and coaching opportunities,
educational sessions, all-employee offsite
events, and wellbeing activities such as
organised gym classes.
We partner with an external provider to run
an annual employee engagement survey,
which remains a key instrument for capturing
employee sentiment and identifying
actionable insights. The survey provides us
with a clear understanding of what matters
most to our people. We actively encourage
all colleagues to share anonymous feedback,
which plays a vital role in shaping our
initiatives and continuously improving the
employee experience.
With a 79% response rate to our 2024
employee survey, we gained valuable
insights that have informed meaningful
improvements across the organisation. Based
on this feedback, we have enhanced internal
communication channels to ensure greater
transparency and connectivity, expanded
our training curriculum to support continuous
learning and development, and initiated the
development of a comprehensive career
framework to provide clearer progression
pathways for all employees.
39%
(17)
61%
(27)
35%
(24)
65%
(44)
In 2025, we maintained a high level of
engagement, with 75% of employees
participating in the survey. This continued
healthy response reflects the trust our people
place in the survey as a reliable channel for
sharing their views and shaping the future of
Brooks Macdonald.
The results indicate sustained engagement
across the Group, with overall engagement
levels remaining consistent year on year.
Notably, we saw a two-point improvement in
communication, highlighting progress in how
we share information and connect with our
teams. While there was a one-point decline in
scores related to Leadership and DE&I, we are
encouraged that 73% of respondents continue
to view DE&I positively and 84% believe we
foster an inclusive culture.
Recognising the significant changes the
business has undergone this year, we
introduced a new set of questions to focus on
change management. The insights gathered
will be instrumental in helping us navigate and
support future transitions more effectively.
Code of business conduct
Our employee handbook outlines key
responsibilities for all staff, including acting
with integrity and respect, managing conflicts
of interest, upholding corporate social
responsibility, treating customers fairly,
ensuring good market conduct, safeguarding
information and communications, using Group
assets appropriately, preventing financial
crime and co-operating with regulators and
governments. To reinforce these standards,
all employees are required to complete
annual mandatory training to ensure full
understanding of the Code of Conduct.
Whistleblowing
We are committed to fostering a culture of
openness, integrity and trust. We believe that
all employees should feel empowered to raise
concerns without fear of reprisal, dismissal
or mistreatment. Our Whistleblowing policy
is designed to support this commitment by
providing clear guidance on how to report
concerns, ensuring that all issues raised are
taken seriously and investigated thoroughly.
The policy encourages transparency and
accountability, helping to maintain a safe and
ethical working environment for everyone.
Group policies and procedures
As a Group, we are mindful of the many ways
vulnerability can affect our customers, and
how the issues they may be facing can affect
their interpretation of our services and the
value they provide. Our continued focus on
improving outcomes for vulnerable customers
saw the completion of company-wide training
for all client facing staff. The sharp focus on
both vulnerability and retirement income
under Consumer Duty has led to a range of
support documents being issued by industry
bodies, and we were glad to contribute
to the PMIFA - Understanding Consumer
Vulnerability Guide, launched last October.
At Brooks Macdonald, we have a zero-
tolerance approach to bribery and corruption.
The Board has responsibility for oversight
of the Group’s financial crime prevention
policy, which includes anti-bribery and anti-
corruption and reviews this annually. Our
employees are required to complete regular
online training on money laundering, fraud,
bribery and corruption and tax evasion.
ll Male
ll Female
Gender representation in senior leadership
1
30 June
2024
30 June
2025
1
Per the FTSE Women Leaders Review, defined as Executive Committee and their direct reports
(exclude administrative and support roles).
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 39
Strategic
Report

Responsible business continued
People and communities
Charity event: Pen y Fan Walk
This year, a group of employees embarked
on the Pen y Fan Challenge as part of
our Group’s fundraising efforts. Forty-
five employees participated to scale
the highest peak in the Brecon Beacons,
South Wales.
Although only a 18km round trip, it meant
scaling the four peaks of Corn Du (872m),
Pen y Fan (886m), Cribyn (795m) and
Fan y Big (717m), one after the other. The
hard work going up was worth the views
from the top, spurred on by knowing that
every step taken was supporting those
who would benefit from the Wave Project
and GOSH.
This challenge underscored the incredible
dedication and spirit of the participants.
Despite the demanding terrain, everyone
made it to the finish and the team’s
collective efforts raised valuable
contribution for our two chosen charities.
Case study
“Thank you so much to you
and the team! Your wonderful
donations from the last year
will make a real and significant
difference to our work and the
young people we support. As
a small charity, sums like this
really have an impact. We canʼt
express enough how much we
appreciate it!”
The Wave Project
“A huge THANK YOU for your
recent gift. Your generosity has
touched the team here at GOSH
charity. This donation is the
equivalent of funding our parent
and family accommodation
for 438 NIGHTS! Thanks to
your continued support, we are
able to support the patients,
families and staff at the hospital.
Together, we can give seriously
ill children the best chance, and
the best childhoods, possible.”
GOSH
Our communities
We are guided by our core principles to do
the right thing and to care for our communities
by making a positive impact. We actively
encourage our employees to give back
through charitable and voluntary activities.
Volunteering days
We want to support our people to do the
right thing for the communities in which they
live and work. This is why we offer a paid
day to every employee, encouraging them to
volunteer one day a year for a cause or charity
of their choice.
Charitable initiatives
The Group supports communities through
two separate initiatives. The first is through a
dedicated charity fund enabling employees
to request support for local charities not
associated with BM. Our charitable giving
included support for Macmillan Cancer
Support, The Royal National Lifeboat
Institution, Donation to Cure DHDDS and to
our employees running the London marathon
in aid of their charities of choice. This charity
fund is enabled through the ʻGive As You Earnʼ
programme from our employees who can
donate a portion of their salary directly to this
charitable fund on an ongoing basis.
The second is through our employee Charity
Committee whereby, every two years,
employees select the charities they wish to
support with our own fundraising activities.
This year, we are sponsoring two charities –
The Wave Project, which delivers surf therapy
programmes to enhance the mental health and
wellbeing of young people, and Great Ormond
Street Hospital (“GOSH”), a world-renowned
children’s hospital dedicated to providing
exceptional care and pioneering treatments
for seriously ill children.
40 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202540

Corporate and operational
We are committed to understanding and mitigating the environmental impact of our operations. In line with the
recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), we have undertaken a
comprehensive assessment of our Scope 1, 2 and 3 emissions. This assessment is crucial in identifying the steps
necessary to achieve the carbon reductions required to reach our goal of net zero emissions by 2030.
By analysing our direct and indirect
emissions, we continue to develop targeted
strategies that not only address our current
environmental footprint, but also pave the
way for a more sustainable future. These
efforts reflect a steadfast dedication to
environmental stewardship, ensuring that our
business practices contribute positively to the
global fight against climate change.
We are dedicated to continuous improvement
in our environmental performance, striving
to minimise our negative environmental and
climate change impacts.
Supplier engagement
and oversight
Our Procurement team has continued to play
a pivotal role in strengthening our operational
resilience, commercial performance
and sustainability agenda through robust
third-party governance and strategic
supplier engagement.
The team has continued to follow its
comprehensive third-party supplier framework
in collaboration with Risk and IT teams,
aligning with regulatory standards, including
the FCA guidelines. This framework governs
the full lifecycle of supplier relationships,
from pre-selection and due diligence through
to exit management, ensuring consistent
risk tiering, performance monitoring and
compliance oversight.
Our comprehensive supplier due diligence
process, which was rigorously applied to
suppliers engaged through the Group’s recent
acquisitions, is aligned with our high internal
standards of ethics and compliance, ensuring
our partners comply, among others, with
modern slavery regulations and are committed
to human rights and fair payment for their
people. In addition, we have embedded
sustainability considerations into the supplier
lifecycle, incorporating environmental and
social risk assessments in the due diligence
process. The team has also contributed
to policy updates and governance forums
to ensure alignment with evolving ESG
expectations and regulatory developments.
Relationship management
In the financial year, focus was placed on
consolidating the supply base and deepening
relationships with our strategic suppliers
through structured account management,
leveraging commercial value and service
excellence. The team also identified and
secured a long-term partnership with
Workday, leading to improved processes and
efficiencies across HR and finance functions.
Advancing sustainability in
facilities management
We have implemented a range of
practices designed to enhance the
environmental performance of our facilities
management. Recognising the importance
of sustainable operations, we have
focused on optimising resource efficiency,
reducing our carbon footprint and promoting
eco-friendly initiatives.
Our office footprint
During the financial year, the Group acquired
three financial planning businesses, which
expanded our footprint in Wales and East
Anglia. Subsequently, with the sale of our
International business, we no longer have
offices in Guernsey, Jersey or the Isle of Man.
As a result, and following the opening of
our Glasgow office on 1 July, we now have
16 offices across the UK. Around half of our
offices are serviced, which provides flexibility
and efficiency. In addition, by leveraging
the inherent efficiencies and sustainability-
focused operations of serviced offices, we
can significantly reduce our environmental
footprint while maintaining operational
flexibility and resilience. Benefits include:
• Resource efficiency: Serviced offices
maximise resource use through shared
amenities and services, reducing the
overall consumption of energy, water and
other resources per occupant.
• Lower carbon footprint: With flexible
leasing options, we can right-size our
office space, minimising the environmental
impact associated with maintaining
underutilised areas. For example, we
relocated our Adroit business from
Manchester to a more appropriately sized
office in Altrincham, reducing excess
space and improving energy efficiency.
The Altrincham office is now a shared
space with our colleagues from the recent
LIFT acquisition, promoting better space
utilisation and collaboration. Additionally,
we closed the Bury St Edmunds office,
further reducing building emissions.
• Waste reduction: Shared facilities
implement robust recycling and waste
management programmes, leading to
more efficient waste reduction practices.
Highlights
Reduction in total
GHG emissions
7%
Reduction in energy
consumption intensity ratio
17%
Reduction in GHG emission
intensity ratio
23%
Electricity generated from
renewable sources
92%
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 41
Strategic
Report

• Sustainable infrastructure: Our
serviced office providers prioritise
sustainability in their building operations,
employing energy-efficient lighting,
heating and cooling systems, and using
eco-friendly materials.
• Flexibility and adaptability: The ability
to scale office space up or down as
needed reduces the necessity for new
construction, which, in turn, decreases
the environmental impact associated with
building new facilities. When we buy new
materials, we prioritise carbon neutrality
and ensure we use the most sustainable
products available, including those with
long lifecycles and those made from
reclaimed and reused materials.
Environmentally friendly
waste management
Our commitment to sustainability is
reflected in our environmentally friendly
waste management practices, which include
reduced packaging, and recycling or donation
of obsolete office furniture. We prioritise
the use of minimal packaging for all products
and supplies, which allows us to cut down on
waste and lower our overall carbon footprint.
We look for ways to recycle office furniture
whenever possible. By refurbishing and reusing
existing pieces, we minimise waste and the
demand for new resources. This practice
extends the lifecycle of our furniture and
supports a circular economy. Where furniture
cannot be recycled internally, we donate
usable items to local charities and community
organisations. This diverts waste from landfills
and supports those in need, fostering a culture
of community support and sustainability.
Environmentally friendly
procurement processes
Our dedication to sustainability is also
reflected in our procurement processes,
where we focus on eco-friendly and ethical
practices. We partner with suppliers who
uphold ethical business standards, including
paying a living wage to their staff and ensuring
fair labour practices.
Furthermore, we actively source and prioritise
carbon-neutral products in our operations. By
selecting suppliers and products committed
to reducing their carbon emissions, we
contribute to the global fight against
climate change and encourage sustainable
practices. This approach guarantees that our
supply chain supports both environmental
sustainability and social responsibility.
Energy consumption and
carbon footprint
Our overall energy consumption has marginally
increased over the year, to 762.4 MWh, due to
the larger office footprint. Our total (market-
based) GHG emissions have decreased by 7%
to 99.2 tCO
2
e, driven by lower staff mileage
and lower gas usage.
Our energy consumption and GHG emissions
intensity ratios decreased by 17% and 23%
respectively. This reflects the changes in our
office portfolio over the year, as well as the
change in energy source in the Edinburgh
office, which is no longer consuming gas on
site. Currently, 10 out of our 15 sites (excluding
the Glasgow office, which opened on 1 July)
use fully renewable electricity. Going forward,
we will continue to look at ways to expand
this across other locations.
Scope 1, 2 and 3 disclosures
1
Energy consumption
(MWh)
GHG emissions
(tCO
2
e)
Source of energy
and emissions 2025 2024 2025 2024
Combustion of natural gas 23.4 57.7 4.3 10.6
Combustion of biogas 20.6 20.3 – –
Total Scope 1 44.0 78.0 4.3 10.6
Generation of purchased
electricity 482.1 401.1 99.8 83.1
Of which from renewable sources 446.6 391.7 92.5 81.1
Total Scope 2 (market based) 482.1 401.1 7.4 2.0
Combustion of fuel in
staff vehicles 236.3 280.7 57.0 68.0
Hotel accommodation – – 7.1 8.7
Business travel (rail) – – 3.5 1.5
Business travel (air) – – 19.9 15.6
Total Scope 3 236.3 280.6 87.5 93.8
Total Scopes 1, 2 and 3 762.4 759.8 99.2 106.4
Intensity per 1,000 m
2
gross
floor area 135.4 162.7 17.6 22.8
1
Due to time constraints and the availability of the data, all reported electricity and gas consumption figures include
estimated values.
For landlord-managed sites, energy usage was estimated for the full reporting period using Chartered Institution
of Building Services Engineers TM46 benchmarks — a set of standardized energy performance metrics commonly
used to assess typical energy consumption across various building types. In contrast, for company-owned sites,
estimates primarily cover the months of May and June 2025. Estimations account for approximately 146,285 kWh of
electricity (representing 30% of total electricity consumption) and 15,116 kWh of gas (representing 34% of total gas
consumption). The remaining 70% of electricity and 66% of gas consumption are based on actual meter readings.
We expect data completeness to improve in future reporting cycles.
To calculate GHG emissions, we applied location-based conversion factors (kgCO₂e/kWh) aligned with the UK’s
average grid supply. Emissions associated with renewable energy supplies have been excluded to reflect net
market-based emissions.
All conversion factors and fuel properties used in this disclosure have been sourced from the 2024
“UK Government Greenhouse Gas Conversion Factors for Company Reporting” published by the Department for
Energy Security & NetZero and the Department for Environment, Food & Rural Affairs. All GHG emissions have been
expressed in terms of their carbon dioxide equivalence.
Responsible business continued
Corporate and operational
42 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202542

We are a signatory of, and are committed to, implementing the six principles of the United Nations Principles for Responsible Investing (“PRI”) in our
investment management activities.
As a fundamental part of our services and
fiduciary duty, we integrate consideration of
ESG factors into our investment processes
and active ownership practices. ESG
integration is the explicit and systematic
inclusion of ESG issues into investment
analysis and decision making.
We believe that, by incorporating an
assessment of ESG risk and opportunities,
we have a more holistic understanding of
investment risk, which can help lead to
informed decision making and improved
client outcomes. Active ownership means
we monitor for ESG risks throughout the life
of a buylist investment, exercise ownership
rights, and engage with companies and fund
managers on matters that can have a material
impact on our clientsʼ investments.
We are committed to continuously refining
our approach, making iterative enhancements
to our processes and tailoring them to the
unique characteristics of each asset class.
These improvements are guided by evolving
best practices, industry standards and the
availability of high-quality data. Our active
participation in industry groups and initiatives
– such as the UK Wealth Managers on Climate
Group, the PRI Wealth Managers Group and
City Hive – supports us in understanding
the evolving nature and materiality of ESG
risks for investors and provides a forum for
valuable discussion of best practice. We
also participate in engaged discussions with
data providers to understand the strengths,
limitations and future direction of ESG data.
In this financial year, we have made significant
updates to the qualitative and quantitative
ESG inputs used in fund manager selection
and monitoring, leveraging an enhanced
proprietary responsible investment
questionnaire and ESG data from Morningstar.
Asset managers are assessed at a firm and
fund level, and are scored across a number
of indicators to enable the monitoring of
progress. Due diligence inputs are tailored
by asset class. For more details, visit our
Responsible Investment (“RI”) policy on
our website.
Where we invest directly in equities, we
undertake our own research to assess ESG
risks and opportunities, in conjunction
with consulting Morningstar ESG data. This
quantitative information is considered
alongside supporting qualitative information
provided by Sustainalytics, a review of the
Group reporting and a governance assessment
provided by our proxy voting service provider,
Institutional Shareholder Services (“ISS”).
Our stewardship activities
As a discretionary investment manager,
clients entrust us with making investment
decisions on their behalf, including exercising
voting rights.
We vote on all non-collective buy list assets
and employ ISS, a leading proxy voting
service, to provide research and voting
recommendations. Whilst we use ISS voting
recommendations, we retain complete
discretion to vote against either ISS or
management. See the Voting Policy Statement
on our website for further information on the
ESG principles and guidelines that shape our
voting approach.
We publish our voting activities on a quarterly
basis on our website, as well as details of
significant votes on an annual basis. To
maximise effectiveness of any activity, we
take a risk-based approach to engagement
activity, prioritising our efforts according
to the magnitude of risk and the size of
the holding.
Where we invest in externally managed third-
party funds, the responsibility for engagement
and voting on the underlying holdings lies
with the third-party fund manager. As part of
our due diligence process, we consider and
assess their stewardship policies, principles,
transparency, consistency and resourcing.
At the time of writing, we have not divested
from a third-party fund due to their voting and
engagement practices.
In this financial year, our engagement efforts
with asset managers have primarily focused
on their approach to climate risks and
opportunities. We initiated a centrally
co-ordinated climate engagement programme
with a prioritised set of third-party fund
managers, led by the RI team. The RI team
wrote to asset managers and, in some cases,
scheduled follow-up meetings, to better
understand their approach and rationale
behind it. These engagements served a dual
purpose: first, to scope and clarify information;
and second, to share our perspective on
best practice. We are committed to evolving
our approach as we continue to learn from
these dialogues.
As part of our collaborative stewardship
efforts, we participate in the UK Wealth
Managers on Climate Group, which aims to
unite the UK wealth management industry
in encouraging asset managers to raise their
climate ambitions. Through this forum, we
have contributed to shaping key expectations
around target setting and helped develop
a standardised set of climate-related due
diligence questions. This initiative is designed
to foster a more consistent industry approach
whilst reducing the reporting burden on asset
managers. For more details on our climate
strategy and broader approach to managing
climate-related risks and opportunities,
including stewardship efforts, see our latest
TCFD report, available on our website.
In addition to our climate-focused initiatives,
we have contributed to broader industry
discussions on how to assess asset managers’
workplace culture and its influence on
investment outcomes. Our RI lead is a member
of the ACT Stewardship Council, which guides
the development and implementation of
the ACT Standard – a structured framework
for corporate culture disclosure. We have
encouraged asset managers to adopt this
framework and are working closely with
the ACT Stewardship Council to extract
practical insights on how best to integrate its
outputs into our fund manager research and
evaluation processes.
Responsible Investment
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 43
Strategic
Report

Our Responsible
Investment Service (“RIS”)
We manage a RIS where the two strategies
(Avoid and Advance) have defined
responsible investment objectives alongside
financial objectives.
The Avoid strategy is designed for clients who
wish to formally exclude companies involved
in the production of certain goods or services.
The strategy has a formal exclusion policy on
armaments, alcohol, gambling, pornography
and tobacco.
The Advance strategy seeks exposure to
companies that are positively contributing to
addressing sustainability challenges through
their products, services and/or operations.
Greater attention is paid to the fund’s
sustainability objectives, use of positive
inclusionary and negative exclusionary criteria,
and engagement for sustainability outcomes.
Biannually, we publish a RIS report, which
shows the alignment of the Advance
strategies to sustainability themes based on
a lookthrough to the underlying holdings. The
report also contains company case studies
and insights into sustainability and responsible
investment debates. We see our RIS as a key
growth area due to increasing client demand.
Resource, training
and development
The RI team, comprising an RI lead and an RI
analyst, sit in the CIO and Research function,
working closely with the Central Research
team, to deliver and oversee updates to the
RI approach across our services. They are
supported by a broader RI Working Group,
who meet to discuss priorities for the
evolution of the RI approach.
Research analysts conducting due diligence
are encouraged to complete the Chartered
Financial Analyst (“CFA”) Sustainable Investing
Certificate (renamed from the CFA Certificate
in ESG Investing) and are signposted to
relevant ESG training opportunities, with a
particular focus on climate risks. All research
analysts and investment managers complete a
mandatory annual ESG training module.
Responsible business continued
Responsible Investment
44 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202544

Summary disclosure against TCFD recommendations
This year, we are reporting against the TCFD for the third time. Given its scope and length, we have provided our detailed 2025 TCFD report as a separate
disclosure. The full TCFD report is available on our website, in the Results centre.
In this section, we provide a summary of the
key disclosures from the full TCFD report.
The disclosures in the full TCFD report are
consistent with the recommendations of the
TCFD and the FCA listing rule UKLR 6.6.6R(8).
Due consideration has also been given to
aligning disclosures with those recommended
by the TCFD’s ‘Guidance for All Sectors’ and
‘Asset Managers’.
We have a fiduciary duty on behalf of our
clients to consider all long-term risks that
may impact their investments. By integrating
climate considerations into our business
strategy, governance structures and risk
management processes, we are ensuring the
long-term resilience of our organisation.
The following table gives a summary of our
disclosures and directs readers to the relevant
pages in this report. This summary disclosure
is structured around the four pillars of the
TCFD framework: Governance, Strategy, Risk
management, Metrics and targets, and the
recommended disclosures within these.
Summary of disclosure
Governance
The Board’s role in oversight
Page 5 in full TCFD report
The Board has ultimate responsibility and accountability for the oversight and management
of the Group. During the period, the Board and its committees have received and reviewed
updates and reports on climate-related matters. This includes reviewing the TCFD report,
establishing a programme of annual updates from the ESGAC and approving the annual
Operational Resilience Self-Assessment. In addition, the Board has received updates on the
ESGAC sustainability pillars, priorities and progress, as well an update on the Responsible
Investment Service (“RIS”) and the FCA’s Sustainability Disclosures Regime (“SDR”).
Management’s role in assessing risks
and opportunities
Pages 6 to 8 in full TCFD report
The Board has delegated overall responsibility for the delivery of the Group’s strategy
to the Group CEO and Executive Committee (“ExCo”). The CEO and ExCo have ultimate
responsibility for the integration of climate risks and opportunities across the business, and
for bringing climate-related matters to the Board. The ExCo delegates responsibility to a range
of management committees that operate across the Group and are accountable for managing
the areas of the business that may affect, or be affected by, climate change. In the period, the
ExCo has received updates from the ESGAC and the RI team.
Strategy
Climate-related risks and opportunities
Pages 9 to 12 in full TCFD report
We consider the potential implications for all TCFD risks and opportunity categories.
We distinguish between potential impacts on our investments (considering the impact on
portfolio companies and the value of client assets), our investment propositions (considering
their delivery, suitability for and perception by clients) and our direct business operations,
across short, medium and long-term time horizons.
Our view is that the Group is most vulnerable to climate risks through its investments and
investment propositions. Operationally, we consider that the Group is more directly exposed
to transition risk than the physical risks of climate change.
The risks and opportunities identification exercise was completed through collaboration
between the CIO team, Operational Resilience, Risk and Compliance and Workplace Facilities,
with risks reviewed by the Executive Risk Management Committee (“ERMC”).
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 45
Strategic
Report

Summary of disclosure
Strategy continued
Impact on our businesses, strategy and
financial planning
Pages 13 to 14 in full TCFD report
We are dedicated to enhancing its understanding of the risks and opportunities posed by climate change We acknowledge that, if these are not
appropriately managed, they may affect investment performance and lead to wider reputational risks. These risks are primarily managed through
our centralised investment proposition, which is described in the Risk management section of the TCFD report.
Operationally, we have a net zero by 2030 target and we continue to improve our environmental performance by minimising emissions and
promoting sustainable practices. Our facilities management strategy focuses on resource efficiency, carbon reduction and eco-friendly
initiatives. In addition, we are prioritising sustainable procurement and, in the first quarter of 2025, we submitted our first mandatory Energy
Savings Opportunity Scheme (“ESOS”) action plan to the Environmental Agency (“EA”).
The ESGAC is dedicated to driving the Group’s ESG priorities, including those related to the climate, spanning our direct business operations and
investment propositions.
With regards to financial planning, climate-related risks and opportunities are factored into the preparation of the Group’s Annual Report and
Accounts, with finance processes and forecasts taking climate-related costs into consideration. Climate risks will be considered as part of the
Group’s ICARA process in the future.
Resilience based on scenarios, including
a 2
o
C or lower scenario
Pages 14 to 17 in full TCFD report
We have conducted a quantitative assessment of the exposure of the Group’s discretionary portfolio to physical and transition risks under
multiple climate scenarios.
Our data provider, Morningstar Sustainalytics, has developed a model that enables us to estimate how the value of our Group-level discretionary
portfolio could be affected by moving to a low carbon economy; the Low Carbon Transition Value-at-Risk (“LCT-VaR”) model. This tool only
covers transition risks and does not include the impact from physical risks. LCT-VaR includes a range of low carbon transition scenarios selected
by Morningstar and is driven by a set of assumptions across climate policy, technological change, market and demand changes and broader
socioeconomic trends. Separately, Morningstar Sustainalytics provides data on our portfolio’s exposure to physical risks, expressed as a financial
loss ratio rather than a value-at-risk metric.
Whilst all scenario analysis results should be interpreted with caution, given the limitations associated with climate scenario models, the
exercise has informed our view that an orderly scenario that entails a gradual increase in the stringency of climate policies is preferable for our
investments compared to a disorderly scenario.
Whilst scenario analysis does not directly constrain our investment universe or influence top-down asset allocation, it strengthens our conviction
that fund managers should actively integrate climate-related risks into their investment processes. This perspective is embedded in our due
diligence framework, through which we evaluate how managers are addressing these risks through both qualitative and quantitative lenses.
Our approach varies by asset class and fund type, differentiating between active and passive strategies, and considers climate integration at the
asset management firm and fund level.
Risk management
Processes for identifying and assessing
climate-related risks
Pages 18 to 25 in full TCFD report
Climate risk is embedded in our risk management framework, incorporated under the ESG risk appetite category, which includes environmental
(physical and transition) risks. In the year, the ERMC and Risk and Compliance Committee (“RCC”) have reviewed climate-related Key Risk
Indicators (“KRIs”), which monitor the management of investment and operational climate-related risks.
Potential impacts of climate-related events on the operation of the business are assessed through the Group’s Operational Resilience
Programme. Risk monitoring is conducted through a third-party risk management platform, introduced in the reporting period.
Assessment of climate-related risks to investments is primarily done through the integration of climate-related risks into the selection and
monitoring process, for buy list assets covered by our research process (ESG integration).
Summary disclosure against TCFD recommendations continued
46 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202546

Summary of disclosure
Risk management continued
Processes for managing climate-related risks
Pages 18 to 25 in full TCFD report
The Group manages the transition risks of climate change for its operations and investment propositions through its net zero by 2030 strategy,
provision of the RIS for clients with sustainability-related objectives, the Risk and Compliance department’s regular horizon scanning and
anti-greenwashing-related activities conducted by the Compliance Advisory function. The ESGAC is in place to drive the sustainability agenda of
the Group forward, and we view this committee as a key lever for us to manage its transition-related risk.
With regard to the physical risks to our operations, the Group’s Operational Resilience Plans mean that staff can work from remote locations in
the event our premises are unavailable, and our technology solutions have disaster recovery contingencies.
The Group manages climate-related risks to underlying investments through ESG integration, stewardship (engagement and voting) and
collaboration with industry peers.
How we integrate these risks into our overall
risk management
Pages 18 to 25 in full TCFD report
Climate-related metrics for our funds, models and portfolios, compared to their benchmarks, are reported to the Investment Committee and
Risk and Compliance Committee, for review and oversight. Tracking how these metrics evolve over time can help us in monitoring our exposure
to risk. Second-line oversight of the RIS proposition is conducted by the Investment Risk function to ensure adherence to stated objectives on an
ongoing basis.
Metrics and targets
Metrics and targets used to assess and
manage relevant climate-related risks and
opportunities where such information
is available
Page 26 to 29 in full TCFD report
The RCC reviews climate-related KRIs, which monitor the management of investment and operational climate-related risks. Metrics used to
assess and manage climate-related risks in the investment research selection and review process are outlined, spanning backward and
forward-looking indicators that can be used as a proxy for transition risk. We have disclosed our operational Scopes 1, 2 and relevant 3 emissions
in the full report, and we track these as part of our net zero by 2030 strategy.
We report on various climate metrics to measure and manage the climate-related impacts and risks of our investments, including weighted
average carbon intensity, financed emissions, carbon footprint and implied temperature rise.
Disclosure of Scopes 1, 2 and, if appropriate,
3 GHG emissions and the related risks
Pages 26 to 29 in full TCFD report
We have reported on Scopes 1, 2 and 3 GHG emissions produced through our operational activities, and on the Group’s financed
emissions across Scopes 1 and 2. Beyond absolute and intensity-based emissions metrics, we report additional climate metrics for our
discretionary portfolio.
Targets used to manage climate-related
risks and opportunities and performance
against targets
Page 26 to 29 in full TCFD report
We have a formal target in place to reach net zero across all our operations by 2030. To support this, we have submitted our first mandatory
ESOS action plan to the EA, outlining our commitment to improving our energy saving measures. At the time of writing, two of the five actions
outlined in this plan have been completed, through the sale of our International business and its associated offices, as well as the closure of our
office in Bury St Edmunds. Our action plan is publicly available on the EA’s website.
We continue to assess net zero target-setting options to cover financed emissions. Whilst we have not set quantitative targets relating to our
investments, we are committed to the development of ESG integration and stewardship in line with industry standards (including the integration
of climate risks and opportunities into investment analysis, engagement and voting) and the development of our RIS.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 47
Strategic
Report

Climate-related risks and opportunities
Time horizon key: Short term = 0–5 years, Medium term = 5–15 years, Long term = 15+ years
We consider the potential implications for all TCFD risks and opportunity categories. For these risks and opportunities, we distinguish between potential impacts on our investments (considering the
impact on portfolio companies and the value of client assets), our investment propositions (considering their delivery, suitability for and perception by clients) and our direct business operations.
We outline the estimated time horizons over which they could take effect. These have been revised since the last reporting period to reflect evolving trends and to better align with the investment
horizons of our business.
Table of risks
Potential impacts for the Group Estimated time horizon
Transition risks
Policy and legal
Investments: Portfolio company failure to fully respond to climate regulations, which could lead to increased costs (e.g. high carbon offset costs) and decreased asset
valuations, impacting the performance of client portfolios. Some industries are likely to be more negatively affected than others.
Short
Medium
Long
Investment propositions and operations: Increased climate-related regulatory and reporting requirements may lead to increased operational costs for the Group and
risk of non-compliance.
Short
Medium
Market
Investments: Assets with exposure to climate-related market risks may suffer poor performance during a transition to a lower carbon economy, affecting our portfolio
returns and client outcomes.
Short
Medium
Long
Investment propositions: Climate change, net zero and associated regulatory developments drive client appetite for investment propositions that we do not provide,
leading to lower revenue and poor client outcomes.
Short
Medium
Technology
Investments: As technology develops, asset-intensive firms such as those in automotive, manufacturing and utilities sectors may have large capital expenditures to
upgrade equipment to align with efficiency requirements or to retain consumers increasingly interested in lower-carbon options. This could lead to increased costs,
decreased revenues and decreased asset valuations.
Short
Medium
Long
Investment propositions and operations: As new technology and data is required to evolve and implement our investment practices, this may lead to increased
resource and expertise constraints and costs, as well as operational challenges. Reliance on third-party data may increase our risk of exposure to incorrect or missing
data, leading to challenges in assessing climate-related risks and opportunities.
Short
Medium
Reputational
Investments: Portfolio companies whose response to the climate challenge is perceived as inadequate could suffer decreased revenues and asset valuations. This, in
turn, could negatively impact on the Group’s FUM and revenue.
Short
Medium
Long
Investment propositions: Clients feel misled by our responsible investment propositions, leading to lower confidence and demand for our products and services,
resulting in reduced revenues.
Short
Medium
Investment propositions and operations: Clients may perceive our response to climate-related challenges as inadequate, leading to a loss in market share. Short
Medium
Summary disclosure against TCFD recommendations continued
48 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202548

Potential impacts for the Group Estimated time horizon
Physical Risks
Acute
Investments: Portfolio companies may face increased capital costs due to damage to infrastructure, increased insurance premiums, supply chain disruptions and
impacted access to resources such as clean water.
Short
Medium
Long
Operations: Buildings and supply chains are impacted by extreme weather and extreme heat caused by climate change. This could result in water shortages, limited
employee travel, office inaccessibility and power outages that affect service delivery.
Medium
Long
Chronic
Investments: Long-term shifts in climatic patterns may have wide-ranging impacts on the global economy and geopolitical tensions, leading to increased operational
costs and potential disruption to commercial activity.
Long
Table of opportunities
Potential implication for the Group Estimated time horizon
Products and services
Investment propositions: Increased reputation, market share and revenues from capitalising on shifting. Short
Medium
Resource efficiency
Operations: Opportunity to reduce operating costs by ensuring offices are more energy efficient and reducing waste emissions. Short
Medium
Markets
Investments: Opportunity for underlying investments to diversify activities and access new markets, increasing reputation and revenue from newly identified
low-carbon investment opportunities.
Short
Medium
Investment propositions: Opportunity to develop and expand propositions to meet current and future client needs. Short
Medium
Energy source
Operations: Opportunity to reduce the Group’s operating costs by purchasing electricity from renewable sources. Short
Medium
Resilience
Operations: If the Group applies measures to mitigate against the negative impacts of a transition towards a low-carbon economy, and implements climate-related
adaptation measures, this could lead to increased organisational resilience.
Short
Medium
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 49
Strategic
Report

Portfolio exposure to transition risk by scenario and risk type
IPR FPSIEA Net Zero IPR RPS
Value at Risk (% of Covered Holding Value)
6
5
4
3
2
1
0
The analysis shows that, for every £100
(GBP) invested, the value of the portfolio
could reduce by £6.63 (6.63%) in an IEA NZE
scenario (orderly), £4.43 (4.43%) in an IPR
RPS (orderly), and £5.67 (5.67%) in an IPR FPS
(disorderly).
In aggregate, our portfolio appears most
exposed under the IEA NZE scenario, which
represents the most stringent and immediate
orderly transition pathway. This heightened
exposure is likely driven by the uniform and
simultaneous application of ambitious climate
policies across all regions and sectors. In
contrast, the IPR RPS, whilst also aligned with
a 1.5°C pathway and classified as an orderly
transition, results in the lowest portfolio risk.
This could be largely due to its broader and
more diversified approach to mitigation, which
includes land-use change and nature-based
solutions. When comparing the IPR orderly and
disorderly scenarios (the IPR RPS and IPR FPS,
respectively), we see that portfolios are more
exposed under the disorderly scenario. In a
disorderly world, delayed climate action leads
to higher carbon prices and more stranded
assets. Companies have less time to adapt,
resulting in rising direct and indirect costs.
Overall, the analysis suggests that an orderly
scenario is comparatively preferable for our
investments and supports our understanding
that portfolio companies need to be managing
their transition risks by developing credible
decarbonisation strategies, aligning with
emerging regulatory frameworks, and investing
in adaptive capabilities that mitigate both
direct and indirect costs associated with the
low-carbon transition.
1
Note that this differs from the Group’s year-end reported FUM (£16.6 billion) due to the exclusion of execution-only accounts.
Overall
Policy
Market
Climate scenario analysis
Morningstar Sustainalytics uses climate
scenarios provided by the Inevitable Policy
Response (“IPR”) and International Energy
Agency (“IEA”), which the data provider
groups into four broad classifications: Orderly,
Disorderly, Hot House World and Too Little,
Too Late. Scenarios are projections of what
could happen in the future, based on plausible
and consistent descriptions of possible
climate futures.
Low-carbon transition
value at risk
Morningstar Sustainalytics currently models
the potential impact of three Paris-aligned
scenarios through to 2050. These three
scenarios are:
IPR – Required Policy Scenario (“RPS”): An
orderly path to net zero, which limits global
warming to 1.5°C with strong ambition and
moderate-to-fast transition across all sectors,
with regional variation.
IEA – Net Zero Emissions (“NZE”)
scenario: A normative scenario that shows
a pathway for the global energy sector to
achieve net zero CO
2
emissions by 2050,
with advanced economies reaching net zero
emissions in advance of others. It is consistent
with limiting the global temperature rise to
1.5°C (with at least a 50% probability).
IPR – Forecast Policy Scenario (“FPS”):
A disorderly path to net zero, which limits
global warming to 1.8°C. Unlike the IPR RPS, the
FPS’s key assumption is that governments will
introduce and enforce more stringent climate
policies later than in the orderly scenario
(mid-2020s), driven by the Paris Agreementʼs
ratchet mechanism. The FPS considers the
economic impacts of these policies, including
disruptions in high-carbon sectors and
opportunities in low-carbon industries.
As at 30 June 2025, FUM under our discretion
totalled £16.2 billion
1
, representing the
Group’s discretionary portfolio. Morningstar
Sustainalytics’ analysis currently only covers
public equities and corporate bonds, and
is dependent on the quality and availability
of underlying data. As a result, the overall
LCT-VaR output covers 54% of the Group’s
discretionary portfolio (£8.7 billion). We
expect to progressively expand reporting and
for coverage of the portfolio to broaden, as
the relevant data and methodologies become
available across asset classes and as a result
of better corporate disclosures.
Summary disclosure against TCFD recommendations continued
50 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202550

Climate metrics for the Group’s discretionary portfolio
1
Metric 2025
% of
portfolio
eligible
% of
eligible
portfolio
covered
% of
total
portfolio
covered 2024
% of
portfolio
eligible
% of
eligible
portfolio
covered
% of
total
portfolio
covered 2023
% of
portfolio
eligible
%
eligible
portfolio
covered
% total
portfolio
covered
Financed emissions Scopes 1 and 2 (tons CO
2
e) 552,556.38 65.12% 87.54% 57.00% 606,164.81 69.79% 98.88% 69.01% 678,979.90 71.08% 80.55% 57.25%
Financed emissions per $m invested Scopes 1
and 2 (tons CO
2
e/USDm invested) 39.86 65.12% 87.54% 57.00% 44.21 69.79% 98.88% 69.01% 52.53 71.08% 80.55% 57.25%
WACI Scopes 1 and 2
(tons CO
2
e/USDm revenue) 88.16 65.12% 91.58% 59.64% 241.44 70.35% 99.67% 70.12% 112.12 71.63% 80.55% 57.70%
ITR – all Scopes (°C) 2.3 65.12% 85.52% 55.69% – – – – – – – –
GhG Emissions Management Score Category –
all Scopes Strong 65.12% 85.52% 55.69% – – – – – – – –
1
Based on holdings data as at 30 June 2025. Data taken from Morningstar Sustainalytics in July 2025. All holdings’ data used in this analysis has been compiled as at 30 June 2025. The data includes the following items, covering Group-wide
FUM and excluding execution-only accounts. (a) Onshore BPS (excluding execution-only/advisory-only accounts, including RIS/Decumulation/Court of Protection, where applicable); (b) Onshore MPS Custody accounts (including RIS); (c)
AIM Service; (d) Multi-Asset Funds (including Multi-Asset Funds (“MAF”), Levitas, Brunsdon, CAM); (e) MPS Platform Holdings (including BMIS, RIS and the core strategies); and (f) LIFT FUM. All holdings held on external platforms (i.e. within
MPS Platform and LIFT) have been estimated via apportioning the FUM in each model as at 30 June 2025 as per the drifted weight of each asset in each model. Refer to Appendix B for more detail on the estimation process.
It is important to interpret these metrics
with caution, as there has been no explicit
objective to improve them during the
reporting period. Given the evolving nature
of Group disclosures, data coverage and
methodologies, year-on-year variation in
carbon metrics is expected.
Governance structure for
climate-related matters
We recognise the importance of governance
in establishing transparency, accountability
and good conduct. Effective governance
enables us to better manage risks and make
business decisions accordingly, leading to
improved investor confidence. The section
below outlines how our governance structure
helps us address climate-related risks
and opportunities.
The Board bears ultimate responsibility for the
oversight and management of the business
and is assisted in this by its committees.
During the year, the Board and its Committees
have received updates on climate-related
matters, including on the ESGAC sustainability
pillars, priorities and progress, as well an
update on the RIS and the FCA’s SDR.
This year’s full TCFD report was also reviewed
and approved by the Audit Committee and
the Board.
The Board has delegated overall responsibility
for the delivery of the Group’s strategy to the
Group CEO and the ExCo, who have ultimate
responsibility for the integration of climate
risks and opportunities across the business,
and for bringing climate-related matters to
the Board. The ExCo delegates responsibility
to a range of management committees
that operate across the Group and are
accountable for managing the areas of the
business that may affect, or be affected by,
climate change.
The Chief Risk Officer (“CRO”) is responsible
for ensuring that climate-related risks and
opportunities are identified, monitored
and managed through our risk management
framework and in line with our risk appetite.
The co-Chief Investment Officers (“co-CIOs”)
are responsible for the day-to-day oversight
of the effective integration of climate risk
into the investment research and decision
making process.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 51
Strategic
Report

Committees:
The Remuneration Committee
incorporates climate-related goals into the
long-term incentive plans of the Group’s
Executive Directors.
The Risk and Compliance Committee
reviews quarterly reports on key risks
impacting the business, including
climate-related risk.
The Audit Committee oversees the
principles, policies and practices adopted in
the preparation of the financial statements of
the Group and assesses whether they comply
with statutory requirements, including TCFD
disclosures. The Committee is responsible for
internal and external audit.
The ExCo provides support for the oversight
and management of the strategic and
operational authorities delegated to the CEO
by the Group Board. This includes addressing
climate change risk and opportunities, and
escalating relevant updates to the Board.
Accountable senior manager: CEO
The ERMC is responsible for ensuring the
effective management of risk throughout
the Group, in line with the risk appetite
and risk management framework approved
by the Board.
Accountable senior manager: CRO
COO Risk Management Committee is
responsible for the oversight of ESG and
climate-related risks and opportunities in
the Group’s operational activities, as well as
operational business emissions.
Accountable senior manager: COO
The Investment Committee oversees the
execution of the firm’s responsible investment
policy and research processes, which include
climate-related guidelines.
Accountable senior manager: Co-CIOs
The ESGAC is comprised of senior business
representatives to drive forward the ESG/
responsible business agenda for the Group,
spanning operations, investments and
people and community. Members include
representatives from Central Research, Risk
and Compliance, HR, Marketing, Operations
and Workplace and Facilities. The Group
meets on a quarterly basis.
Accountable senior manager: COO
and Co-CIOs
Summary disclosure against TCFD recommendations continued
Risk and
Compliance
Committee
The
Board
Remuneration
Committee
Executive Risk
Committee
Chair: CRO
COO Risk
Committee
Chair: COO
Investment
Committee
Chair: CIO
CEO
Executive
Committee
Chair: CEO
COO Risk
Management
Committee
Chair: COO
ESG Advisory
Committee
Chair: Co-CIO
and COO
Audit Committee
Board Board Committee CEO Executive Committee Executive Sub-Committee
52 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202552

Reporting requirement Policies and standards Sections and pages
Environment • Health and Safety policy
• Whistleblowing policy
• Operational Resilience and Business
Continuity policy
• Incident Reporting policy
• Market overview pages 12 to 13
• How we engage with our stakeholders pages 32 to 34
• Our strategy pages 18 to 21
• Responsible business pages 35 to 39
• Principal risks pages 55 to 57
Employees • Code of Conduct
• Health and Safety policy
• Diversity policy
• Our business model pages 14 to 17
• Our people and communities pages 38 to 40
• How we engage with our stakeholders pages 33 and 68
• Nomination Committee report pages 75 to 77
Social matters • Client Vulnerability policy
• Product Design & Governance policy
• Data Governance & Information Security policy
• Diversity policy
• Anti Sexual Harassment policy
• How we engage with our stakeholders pages 33 to 34
• Responsible business pages 35 to 44
Human rights • Code of Conduct
• Human Rights and Modern Slavery Act
• Whistleblowing policy
• Third-Party Supplier policy
• Data Governance & Information Security policy
• Responsible business pages 39 and 41
• Principal risks and uncertainties pages 55 to 57
Anti-corruption and
anti-bribery
• Anti-Money Laundering & Countering-Terrorist
Financial policy
• Anti-Bribery and Corruption policy
• Gifts and Hospitality policy
• Market Abuse policy
• Code of Conduct
• Financial Promotions policy
• Principal risks pages 55 to 57
• Responsible business pages 39 and 41
Description of principal
risks and impact of
business activity
• Risk management framework
• Risk Management policy
• Principal risks pages 55 to 57
• Emerging risks page 57
• Risk and Compliance Committee report pages 103 to 105
Climate-related
financial disclosures
• Risk management framework • Responsible business pages 41 to 42
• Summary disclosure against TCFD recommendations pages
45 to 52
Description of the
business model
• At a glance page 3
• Our business model pages 14 to 17
• Our strategy pages 18 to 21
Non-financial key
performance indicators
• Our strategy pages 18 to 21
• Key performance indicators pages 22 to 23
• Summary disclosure against TCFD recommendations pages
45 to 52
The information displayed here, including the
references to other sections of the report,
represents the Companyʼs non-financial
information statement as required by sections
414CA and 414CB of the Companies Act
2006. The references in the table highlight
non-financial information intended to help our
stakeholders understand the impact of our
policies and activities.
As part of the integration of the recent
acquisitions, we are transitioning those
businesses to align with the Groupʼs existing
policies and standards.
Non-financial and sustainability information statement
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 53
Strategic
Report

Risk management
We have a robust approach to risk management to support positive client outcomes.
We continue to optimise our risk management
processes across the Group, leveraging
technology where there is a specific
opportunity to do so. Work is progressing well
in the integration of the acquired firms into
the established risk management framework.
The work over the previous year has seen
the greater use of data and evidence-
based risk analysis and reporting, which has
led to richer risk discussion and focused
management action.
We remain mindful of the current geopolitical
and macroeconomic uncertainties, and
continue to monitor these closely both as
an Executive and a Risk and Compliance
Committee (“RCC”).
Risk management framework
The Group’s risk management framework
(“RMF”) supports the management of risks
and opportunities across the Group. It can be
summarised by the following diagram.
Risk governance
Risk culture Risk appetite
Risk identification
Risk assessment
and management
Risk and control
self-assessment
Risk reporting
Policy governance
framework
Internal capital
adequacy and risk
assessment
Risk governance: The Board is ultimately
responsible for the Group’s risk management
framework but has delegated certain
responsibilities to the RCC, a sub-committee
of the Board.
The Board has delegated the responsibility
for establishing, operating and monitoring the
system of risk management and controls on
a day-to-day basis to the Chief Risk Officer
(“CRO”), supported by the ERMC, chaired
by the CRO, together with the Investment
Committee, chaired by an external adviser to
the Investment Committee. Each committee
has a Terms of Reference in place, which
setts out responsibilities, membership and
escalation routes.
Risk culture: We promote a risk culture that
encourages the ownership and management
of risk. Risk management is the responsibility
of everyone. All individuals have responsibility
for understanding and managing risks under
their control and stewardship. Management
has additional responsibility for maintaining
the systems of internal control and reviewing
their effectiveness. These responsibilities are
clearly apportioned and documented in job
descriptions, role profiles and performance
objectives. The organisation of the business
supports individuals performing these roles
and reinforces responsibilities through the
development of a pervasive risk management
and compliance culture, and a reward and
incentive scheme, which encourages desired
behaviours that are communicated and
demonstrated through the ‘tone from the top’.
Risk appetite: The objective of the Group’s
risk appetite framework is to ensure that
the Board and senior management are
properly engaged in agreeing and monitoring
the Group’s appetite for risk and setting
acceptable boundaries for business activities
and behaviours. The risk appetite categories
are reviewed by the ERMC and RCC, and
are approved by the Board on an annual
basis. KRIs are mapped to the risk appetite
categories, with KRI tolerances aligned to risk
appetite. The KRIs and tolerances are subject
to an annual approval process by the ERMC,
RCC and Board.
Risk identification: The Group adopts a
top-down and bottom-up approach to the
identification of risks. The ERMC and RCC
have identified the principal risks that could
impact the ability of the Group to meet its
strategic objectives. In addition, the Group
maintains a bottom-up operational Group
risk register, mapped to the Group’s risk
appetite categories.
Risk assessment and management: All risks
included in the Group risk register are scored
according to probability and impact, and are
assessed on an inherent basis (before the
impact of controls) and on a residual basis
(after the impact of controls). Where risks are
classed as outside the Group’s risk appetite,
actions must be taken to bring the risk back
within appetite.
Risk and control self-assessment (“RCSA”):
The Group’s bottom-up assessment of risk is
managed through the RCSA process, which
supports a comprehensive understanding of
risks and controls in place at the operational
and business process level. The RCSA process
enables the risk and control owners to identify
any omissions in the risk environment and
to close any control gaps or weaknesses
as necessary.
Risk reporting: Risk reporting is presented
to the ERMC and RCC. This includes details
of underlying KRIs mapped to the risk
appetite categories, breaches, risk events and
emerging risks.
Policy governance framework: This provides
minimum standards for managing the key
risks that the Group faces. Each Group
policy has an Executive Committee-level
owner, who is ultimately accountable for the
design, implementation and maintenance of
the policy.
Internal Capital Adequacy and Risk
Assessment (“ICARA”): The Group conducts
an ICARA process to ensure that it has
appropriate systems and controls in place to
identify, monitor and, where proportionate,
reduce all potential material harms that
may result from the ongoing operation of its
business. The Group holds financial resources
(capital and liquidity) in excess of our
minimum regulatory requirements. The ICARA
is reviewed and challenged by the ERMC and
the RCC and approved by the Board.
Board
Risk and Compliance Committee (“RCC”) Audit Committee
Executive Risk Management Committee (“ERMC”)
First line of defence
Business areas
Second line of defence
Risk and compliance
Third line of defence
Internal audit
The Group operates a Three Lines of Defence (“3LoD”) model:
54 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202554

Principal risks
The principal risks facing the Group are detailed below, as well as any change in the year-on-year risk profile.
Principal risks
Definition Key risks identified by the risk management framework Change since last year Rationale for change
1. Strategic risk
The risk of having an inadequate business
model or making strategic decisions that
may result in lower-than-anticipated
profit or losses or exposes the Group to
unforeseen risks.
• Acquisitions and sales
• Business growth
• Extreme market events
• Investment performance
Unchanged → The risk remains unchanged. The Group has
successfully completed strategic acquisitions
and sold its International business during the
financial year. The Group’s Investment and
Financial Planning businesses continue to
support business growth.
2. ESG risk
The risk that environmental, social and
governance factors could negatively
impact the Group, its clients and the
wider community.
• Environmental, physical and transition
• Diversity, equity and inclusion
• Governance
Unchanged → This risk remains unchanged. The Group has
an Environmental, Social and Governance
Advisory Committee (“ESGAC”) to manage all
ESG-related matters.
The Group is committed to creating an inclusive
workplace and prioritising employee wellbeing.
The Group has a robust governance framework.
3. Capital risk
The risk of adverse business and/or
client impact resulting from breaching
capital requirements.
• Capital requirements Unchanged → The risk remains unchanged. The Group
continues to maintain capital resources above
its minimum regulatory requirement and internal
thresholds. The Group regularly monitors its
capital resources versus capital requirements.
4. Credit risk
The risk of loss arising from a client or
counterparty failing to meet their financial
obligations to a Brooks Macdonald entity as
and when they fall due.
• Cash deposits with external banks
• Client credit risk
• Counterparty credit risk
• Custodian-related credit risk
• Indirect counterparty risk in respect of referrals
Unchanged → The risk remains unchanged. The Group has a
strong credit risk control environment, including
ongoing monitoring and due diligence on
all counterparties.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 55
Strategic
Report

Principal risks continued
Definition Key risks identified by the risk management framework Change since last year Rationale for change
5. Liquidity risk
The risk that assets are insufficiently liquid
and/or Brooks Macdonald does not have
sufficient liquidity resources available to meet
liabilities as they fall due or can only secure
such resources at excessive cost. Liquidity
risk also includes the risk that the Group is
unable to meet liquidity ratios.
• Corporate cash deposited with external banks
• Client cash deposited with external banks
• Failed trades
• Indirect liquidity risk associated with client portfolios
• Indirect liquidity risks associated with dealing
• Indirect risk in respect of the liquidity of individual
holdings in a fund
• Indirect risk in respect of the overall liquidity of our funds
Unchanged → The risk remains unchanged. The Group
continues to maintain liquidity resources above
its minimum regulatory requirement and internal
thresholds. The Group regularly monitors
forecast against actual cash flows and matches
the maturity profiles of financial assets and
liabilities. The Group has robust contingency
funding arrangements, which are tested on a
periodic basis.
6. Market risk
The risk that arises from fluctuations in the
value of, or income arising from, movements
in equity, bonds or other traded markets,
interest rates or foreign exchange rates that
have a financial impact.
• Failed trades
• Indirect market risk associated with advising on
client portfolios
• Indirect market risks associated with dealing
• Indirect market risk associated with managing
client portfolios
Increased ↑ The risk has increased. Market risk is at a
heightened level, due to the relatively unstable
political landscape and ongoing conflicts in
Ukraine and the Middle East.
7. Operational risk
The risk of loss resulting from inadequate or
failed internal processes, people and systems,
or from external events.
• Financial control
• Change
• IT infrastructure
• Operational resilience
• Third parties
• People
• Suitability
Unchanged → The risk remains unchanged. The Group
continues to monitor and enhance its oversight
framework to mitigate any external threats
brought about by the current geopolitical
environment, coupled with idiosyncratic
risks linked to the Group’s transition to a new
operating model.
8. Cyber risk
The risk of a malicious attack by individuals or
organisations attempting to gain access to the
Company’s network to corrupt data, disrupt
and steal confidential information.
• Cyber Unchanged → The risk remains unchanged. The cyber threat
landscape remains at a heightened level
(unchanged, year on year), with a high volume of
sophisticated cyber threat activity.
9. Legislation and regulatory risk
Legislation and regulatory risk is defined as
the risk of exposure to legal or regulatory
penalties, financial forfeiture and material
loss due to failure to act in accordance with
industry laws and regulations.
• Regulatory
• Legal
• Tax
Unchanged → This risk remains unchanged. The regulatory
landscape and focus on the wealth management
industry has not changed.
Risk management continued
56 Brooks Macdonald Group plc Annual Report and Accounts 2025Brooks Macdonald Group plc Annual Report and Accounts 202556

Emerging risks
Definition Context
12. Geopolitical landscape
The unstable political landscape and ongoing
conflicts in Ukraine and the Middle East.
Geopolitical events have a direct impact on market risk listed previously. Any economic downturn could also impact client sentiment and
contribute to increased strategic risk.
13. Disruptive technologies
The risk that innovative technologies
significantly alter the way businesses operate.
With the introduction of new technologies, particularly AI, the industry is being impacted, especially automated trading, investment advice, fraud
detection, customer service and portfolio management.
Principal risks continued
Definition Key risks identified by the risk management framework Change since last year Rationale for change
10. Financial crime risk
The risk of failure to protect the Group and its
customers from all aspects of financial crime,
including anti-money laundering (“AML”) and
market abuse.
• Fraud
• AML
• Market abuse
Unchanged → This risk remains unchanged. The Group
maintains robust controls to minimise
financial crime.
11. Conduct risk
The risk of causing detriment to clients,
stakeholders or the integrity of the wider
market because of inappropriate execution of
the Group’s business activities.
• Conduct/consumer harm Unchanged → The risk remains unchanged. The Group
continues to work on numerous initiatives to
promote a good risk and compliance culture and
awareness to ensure positive client outcomes.
Financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 57
Strategic
Report

58 Brooks Macdonald Group plc Annual Report and Accounts 202558 Brooks Macdonald Group plc Annual Report and Accounts 202558

Governance
Report
60 Chair’s introduction to Governance
61 Board of Directors
63 Board roles
64 Board overview
65 Case studies of Board decisions
in the year
68 How the Board embeds culture
69 Board and committee structure
71 Audit Committee report
75 Nomination Committee report
78 Remuneration Committee report
95 Directors’ Remuneration policy
103 Risk and Compliance Committee report
106 Report of the Directors
108 Statement of Directors’ responsibilities
109 Independent Auditors’ report
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 59
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 59

Chair’s introduction to governance
The Board remains committed to maintaining an
effective governance framework to support our
mission to build robust personal relationships
that allow us to provide a high level of service to
all our partners and clients.
The Board is responsible for setting the long-
term strategic direction of the Group and
ensuring its successful execution. This includes
providing clear leadership, fostering a culture
aligned with our values, and defining the Group’s
risk appetite. We also ensure that appropriate
systems of control and oversight are in place
to manage risk effectively and support sound
decision making across the business. A key
focus this year has been embedding our risk
and compliance framework more deeply into
the Group’s day-to-day operations, ensuring
it remains responsive to a dynamic regulatory
and commercial environment.
This year has been one of significant
transformation. We completed the sale of our
International business and made three strategic
acquisitions to expand our financial planning
capabilities. The Board also oversaw the
successful transition of the Company’s listing
from AIM to the Main Market of the London
Stock Exchange (“LSE”), which is an important
milestone that reflects our growth and maturity
as a business.
In October, Andrea Montague was appointed
as CEO following the retirement of Andrew
Shepherd. We then welcomed Katherine Jones
to the role of CFO in November. Further details
of these appointments can be found in the
Nomination Committee report from page 75.
As we look ahead, the Board remains focused
on ensuring that our governance structures
continue to support the Group’s strategic
ambitions, whilst upholding the trust placed in
us by our stakeholders.
Maarten Slendebroek
Chair
3 September 2025
Key skills and experience
• Open, inclusive, collaborative
leadership style enabling high-
quality debate and decision making
at board level.
• Experience of initiating M&A
projects across jurisdictions.
• Significant experience of asset
and wealth management, including
administration and portfolio
management systems.
Maarten joined Brooks Macdonald in
November 2023 as a Non-Executive
Director, taking over as Chair in
March 2024.
Maarten has extensive experience
in financial services, including as
CEO of Jupiter Fund Management
for five years from 2014 until 2019,
having joined the firm as Strategy and
Distribution Director in 2012. Prior
to that, he worked at BlackRock and
predecessor companies from 1994,
holding several positions including head
of BlackRock Solutions EMEA and head
of International Retail.
Maarten started his career in 1987 as an
equity analyst at Enskilda Securities in
London. He is Chair of the Supervisory
Board of Robeco, a global asset
management company with its HQ in
Rotterdam, and Chairman of Mintus, a
London-based art investment fintech
start-up. Maarten is also a Non-
Executive Director of Law Debenture
Corporation plc.
60 Brooks Macdonald Group plc Annual Report and Accounts 202560 Brooks Macdonald Group plc Annual Report and Accounts 202560

Andrea Montague
CEO
Katherine Jones
CFO
Robert Burgess
Senior Independent Non-Executive Director
Key skills and experience
• Substantial strategic leadership experience
in the UK long-term savings and asset
management industry.
• Commercially and client focused to deliver
improved tangible performance value
and outcomes.
• Significant expertise of delivering transformational
change in a highly regulated environment.
Andrea joined Brooks Macdonald in August 2023 as
Chief Financial Officer, assuming the role of CEO from
1 October 2024.
Andrea brings an impressive track record and
experience of operating at Board and Executive
level across the UK long-term savings and asset
management sector.
Before joining Brooks Macdonald, Andrea was Group
Chief Risk Officer at Aviva, where she had previously
been Group Chief Financial Controller. Prior to that,
Andrea has held senior leadership roles including
Deputy Group CFO at Royal London and Group Chief
Internal Auditor at Standard Life plc.
Her formative years were spent at
PricewaterhouseCoopers, where she qualified
as a chartered accountant.
Key skills and experience
• Extensive expertise in strategic, financial and
commercially focused leadership across listed and
regulated businesses.
• Proven track record of leading business and team
restructures, cost transformation programmes, and
complex transactions.
• Significant experience in equity and debt market
transactions, M&A execution, market listings, and
driving shareholder value.
Katherine joined Brooks Macdonald in November
2024 as Chief Financial Officer, responsible for leading
the overall strategic and financial performance of
the business.
Katherine has over 20 years of experience in
Financial Services leading high-performing strategic
financial planning, reporting and tax teams, finance
transformation, investor relations and complex
corporate transactions.
Before joining Brooks Macdonald, Katherine was most
recently Group Finance Director at Phoenix Group, and
prior to that, she held senior finance roles including
Group Head of Financial Performance at Prudential Plc
and Director of Investor Relations at Partnership Plc
(now Just Group plc).
Katherine is a chartered accountant and qualified at
KPMG in Insurance and Asset Management Audit and
Transaction Services.
Key skills and experience
• Brings significant Executive and Non-Executive
experience to the Board and the role of Risk and
Compliance Chair.
• Broad financial services experience, particularly in
wealth management, asset management, banking
and fintech.
• Significant experience of high-growth businesses.
Robert joined Brooks Macdonald as a Non-Executive
Director in August 2020 and is Chair of the Risk and
Compliance Committee and a member of the Audit,
Remuneration and Nomination Committees. Robert
was appointed Senior Independent Director (“SID”) in
May 2023.
Currently a Non-Executive Director at OakNorth
Bank, Robert chairs both the Risk and Compliance
Committee and the Credit Committee. Robert is
also the Chairman of Invest & Fund, a specialist
fintech business.
Robert has over 25 years of financial services
experience across leading banking, wealth, asset
management and fintech firms. He has held senior
Executive positions including at Lloyds Banking
Group and Scottish Widows, and he was previously
a Board Director of Alliance Trust plc and CEO of
Alliance Trust Savings.
Board of Directors
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 61
Governance
Report
Strategic
Report

Dagmar Kershaw
Independent Non-Executive Director
John Linwood
Independent Non-Executive Director
James Rawlingson
Independent Non-Executive Director
Key skills and experience
• Senior financial services professional with broad
experience, particularly in business development.
• Significant expertise across the investment
management sector.
• Extensive leadership experience in alternative and
structured investing, with a focus on debt markets.
Dagmar joined Brooks Macdonald as a Non-Executive
Director in July 2020. She is a member of the Audit,
Risk and Compliance, Remuneration and Nomination
Committees, and also attends Investment Committee.
Currently a senior adviser to Strategic Value Partners,
Non-Executive Chair of Volta Finance, a Director of
Royal London Asset Management and a Director of
Scotiabank Ireland.
Dagmar has over 30 years’ experience in debt and fixed
income markets, with a particular focus on alternative
and structured investing.
Dagmar previously spent eight years at Intermediate
Capital Group as Head of Credit Fund Management,
and 10 years in senior positions at M&G Investments.
Dagmar is a Trustee of Laurus Trust.
Key skills and experience
• A deep understanding of technology, cyber
security, AI and digital transformation having
held senior roles at some of the world’s largest
global organisations in the technology and
media industries.
• Brings wide-ranging business and leadership
experience to the role of Remuneration
Committee Chair.
• Experienced Non-Executive Director across
FTSE, AIM and private companies as well as
government institutions.
John joined Brooks Macdonald as a Non-Executive
Director in 2018. He is Chair of the Remuneration
Committee and is a member of the Audit, Risk and
Compliance and Nomination Committees. Prior to
joining Brooks Macdonald, John was the Executive
Vice President and Chief Technology Officer of Wood
Mackenzie, Chief Technology Officer for the BBC, and
a Senior Vice President of International Engineering
at Yahoo Inc. He has also held a number of senior
positions at Microsoft Corp. (1993–2004). John is a
Non-Executive Director of National Energy System
Operator Limited and Intercede Group plc.
Key skills and experience
• Deep financial services experience specialising in
wealth management.
• Wide governance expertise including public and
regulated entities in the UK and internationally.
• Broad experience in driving
transformational growth.
James joined Brooks Macdonald as a Non-Executive
Director in March 2023, becoming Chair of the
Audit Committee in May 2023. He is also a member
of the Risk and Compliance, Remuneration, and
Nomination Committees.
James is currently a Non-Executive Director on the
boards of Citibank UK and Wilton Park, which is an
arm’s length body of the British Foreign Office.
James has enjoyed a long Executive and Non-Executive
career principally in financial services, including roles at
Charles Stanley plc, Coutts, UBS and Arix Bioscience.
He is a Chartered Accountant and a Chartered
Member of the Chartered Institute for Securities
and Investments.
Board of Directors continued
Brooks Macdonald Group plc Annual Report and Accounts 202562

Roles and responsibilities
Role of the Chair Role of the Senior
Independent Director
Role of Independent Non-
Executive Directors
Role of the CEO Role of the CFO
The Chair is responsible
for the leadership and
overall effectiveness
of the Board including
performance evaluation of
the Board and the CEO. The
Chair agrees the agenda
for each meeting of the
Board, including discussion
of issues of strategy,
performance, accountability
and risk. The Chair
provides and promotes
constructive challenge to
management and facilitates
the contribution of the
Non-Executive Directors.
The Chair sets clear
expectations on culture,
values and behaviours.
The SID provides a
sounding board for the
Chair and, if necessary,
acts as an intermediary for
the other Non-Executive
Directors. The SID also
provides an alternative
channel of communication
for investors, primarily on
corporate governance
matters. The SID additionally
leads the evaluation of the
Chair and the search for a
new Chair when necessary.
The Non-Executive
Directors help to set the
strategy for the Group,
contributing independent
oversight and constructive,
rigorous challenge. They
also ensure the integrity
of financial information,
controls and risk
management processes.
Alongside serving on Board
Committees, they scrutinise
the performance of the
Executive Directors against
agreed goals and objectives.
The CEO is responsible
for leading the Group,
overseeing day-to-day
operations, developing
and executing strategies
and strategic priorities.
Additionally, the CEO
maintains relationships
with shareholders and
stakeholders, develops
the Group’s executive
management capability,
and guides the overall
development of
Group policies whilst
communicating the
Company’s values.
The CFO is responsible
for supporting the
CEO in developing
and implementing the
Group’s strategy and
communicating that to
shareholders, whilst also
providing strategic financial
leadership, safeguarding the
Group’s financial position
and maintaining strong
governance and controls
over financial operations.
The CFO oversees
the Group’s finance,
procurement, investor
relations and company
secretarial functions.
Board roles
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 63
Governance
Report
Strategic
Report

Board overview
The Brooks Macdonald Board is responsible
for the Group’s corporate governance and is
committed to maintaining a strong governance
framework to support and build robust
personal relationships that allow us to provide
a high level of service to all our partners and
clients. In order to achieve this, the Board
meets on a regular basis.
During the year to 30 June 2025, there were
eight scheduled Board meetings and details
of attendance at these is shown on page 70. In
addition, further unscheduled meetings may
be convened where necessary to consider
matters that are time sensitive in nature and
cannot wait until the next scheduled meeting.
In this year, subjects included acquisitions
and the Group’s move from AIM to the Main
Market of the LSE.
Assessing and
monitoring culture
The Board monitors the Group’s culture through
regular reports from the CEO and the Chief
People Officer to ensure this is aligned with
the Group’s purpose and strategy. In addition,
we have a designated Non-Executive Director,
who has responsibility for engaging with the
workforce to help the Board better understand
the views of the Group’s staff. The results of the
Group’s regular staff surveys are also reviewed
and discussed at Board meetings. As a result of
feedback from the survey, we have announced
a rise in employer pension contributions, from
6% to 9%. We also enhanced our internal
communications, including open strategy
forums for all employees, and career and
training development frameworks. For further
information on this, see ‘How we engage with
our stakeholders’ on pages 33 to 34 and our
Responsible business report on pages 35 to 44
of the Strategic report.
Director training and induction
On appointment to the Board, new Directors
are given a comprehensive induction
programme. This allows them to familiarise
themselves with the Group’s business, policies
and key issues. The induction programme
is tailored to the individuals concerned and
involves meetings with key individuals within
the Group, as well as external advisers to the
Company. Singer Capital Markets, the Group’s
joint broker also provides an overview of the
Directors’ responsibilities as a Board member
of a listed entity.
Training is provided for Directors on an
ongoing basis. During the year, the Board
received training on the rules, regulations
and guidelines applying to a UK Main Market
listed company, its directors and senior
management, among other matters.
External appointments
Directors are only permitted to take on
external appointments with the approval of
the Board. Such approval will only be given
where the appointment will not impact on
the Director’s ability to devote sufficient
time to their responsibilities with the Group.
The Board did not consider that any new
appointments taken on during the year raised
an issue in this respect.
While time commitments can vary throughout
the year, on average, our Non-Executive
Directors spend between four to six days per
month across their other board roles and the
Company is confident that they are able to
dedicate an appropriate amount of time to the
Company’s business.
Annual Board evaluation
The Board undergoes an annual evaluation of its
performance. Further details of this are set out in
the Nomination Committee report on page 75.
Matters discussed by the Board in the year
Regular updates Financials Projects Governance and regulatory Strategy
• CEO’s report, including
business performance
• Chief Financial
Officer’s report
• Co-Chief Investment
Officers’ report
• Chief People
Officer’s report
• Committee Chairs’
updates
• Annual and Interim
Report and Accounts
• Dividend payments
recommendations
• Budget and medium-
term plan
• Monthly
performance MI
• The move to the Main
Market of the LSE
• Disposal of Brooks
Macdonald International
(“BMI”)
• Acquisitions of LIFT-
Financial Group (“LIFT”),
Lucas Fettes Financial
Planning (“Lucas Fettes”)
and CST Wealth
Management (“CST”)
• Board changes
• Reviews of Committee
terms of reference
• AGM arrangements
• SMCR regime
• Board effectiveness
review
• Modern Slavery
statement
• Internal Capital
Adequacy and
Risk Assessment
(“ICARA”) review
• Client money and
custody assets (“CASS”)
• Business structure
• Strategy
• M&A
• Acquisition integration
Brooks Macdonald Group plc Annual Report and Accounts 202564

Case studies of Board decisions in the year
1
Sale of BMI
In 2024, the Board initiated a strategic review of its
international operations to align with the Group’s
long-term focus on the UK wealth market. The review
concluded that the best interests of BMI’s and the
remaining Group’s stakeholders was best achieved
through the sale of the international business. The sale
of BMI to Canaccord Genuity Wealth Management
(“Canaccord”) was announced in September 2024 and
completed on 21 February 2025. The disposal supports
our strategy to Reignite Growth, creating a UK-focused
wealth manager.
S.172(1) considerations
• The Board evaluated the long-term impact of the
divestment of BMI on its retained operations, as
well as on stakeholders of both the Group and BMI.
• Sale of BMI allowed the Group to focus its strategy
and resources on the UK wealth market.
• The Group understands that Canaccord intends to
integrate BMI’s operations, thereby strengthening
its existing wealth management capabilities in the
Channel Islands and enhancing client service.
• When selecting Canaccord as the new owner
for BMI, the Board considered its strong
regional presence and aligned values, including
a demonstrated commitment to long-term
sustainability and environmental responsibility,
ensuring continuity for clients, employees, and the
broader community.
• The Group actively monitored investor feedback
and sentiment regarding the BMI business.
Key stakeholder impact
Clients
To maintain a clear focus on client continuity
and trust, we established a comprehensive
transitional service agreement with Canaccord.
The selection of Canaccord was a client-
centric decision, as Canaccord already
had an established track record for serving
international clients and had demonstrated the
ability to integrate businesses effectively and
serve complex client needs.
Employees
We maintained regular engagement with
our BMI employees to ensure a smooth
and respectful transition throughout the
transaction. All employees were transferred to
Canaccord, preserving roles and relationships.
The selection of a culturally aligned acquirer
helped ensure continuity and future
opportunity for our colleagues.
Regulators
We engaged with the relevant regulators
throughout the process to ensure full
compliance with applicable requirements
and to facilitate a smooth and orderly
transition, which demonstrates the Board’s
commitment to regulatory integrity and
operational transparency during significant
corporate actions.
Shareholders
We had open and transparent communication
with shareholders and highlighted the alignment
with our long-term strategy to focus on the UK
market, enhance operational efficiency, and
drive sustainable growth.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 65
Governance
Report
Strategic
Report

2
Acquisition of three financial
planning businesses
In line with our capital allocation framework and
our updated strategy to Reignite Growth, the Board
regularly reviews and evaluates opportunities to
enhance product offerings and regional presence.
To accelerate growth in financial planning, the
Board approved the acquisition of three financial
planning businesses: CST, Lucas Fettes and LIFT, all
of which were completed in the 2025 financial year.
The acquisitions support the Group’s commitment
to delivering long-term value for stakeholders by
broadening its national footprint, deepening its
advisory expertise, and reinforcing its position as a
leading UK-focused wealth manager. A key component
of the LIFT acquisition is the integration of the LIFT
Adviser Academy a well-regarded initiative focused on
developing the next generation of financial planners.
S.172(1) considerations
• The acquisitions support the Group’s long-term
strategy to grow its financial planning capabilities
and national presence.
• The Board considered the impact on both
existing Brooks Macdonald employees and those
joining from CST, Lucas Fettes and LIFT, including
job security, cultural integration, and career
development opportunities.
• Continuity and enhancement of client relationships
through a seamless integration process.
• The Board considered how the acquisitions deliver
long-term value for shareholders and was aligned
with their interests.
Key stakeholder impact
Clients
Clients benefit from a broader and more
integrated suite of financial planning and
investment management services. Retention
of key personnel and leadership supports
relationship continuity and client confidence.
The Board has prioritised a seamless integration
process to ensure continuity of service for CST,
Lucas Fettes and LIFT clients.
Employees
The Board is committed to retaining key talent
from the acquired businesses, recognising the
value of their expertise, client relationships, and
cultural alignment. The acquisition created new
career pathways across the Group, offering new
and existing employees broader opportunities for
progression, cross-functional collaboration, and
leadership development. The integration of the
LIFT Adviser Academy also enhances the Group’s
internal training infrastructure developing the next
generation of financial planners.
Intermediaries
The integration of LIFT’s experienced advisory
team enhances the Group’s overall advisory
capacity, enabling more robust collaboration
with intermediaries across the UK. The Group
is committed to maintaining and strengthening
existing intermediary relationships, helping ensure
continuity of service and communication.
Shareholders
The acquisitions are aligned with our strategic
priorities and will deliver long-term value
by expanding the Group’s financial planning
capabilities and strengthening its position
as a leading UK-focused wealth manager.
Shareholders have been kept informed of the
rationale, terms, and expected benefits of the
acquisitions through formal announcements and
direct engagements.
Regulators
The Board recognises the importance of
maintaining a transparent, constructive, and
compliant relationship with regulatory bodies.
The Board consulted external advisers and
its Nominated Adviser regularly to ensure the
acquisitions ware conducted in full compliance
with all applicable regulatory requirements, and
ongoing regulatory reporting and governance
structures were reviewed and enhanced as
necessary to reflect the enlarged Group. The
regulator was kept informed regarding the
planned acquisitions and the FCA’s consent
was obtained for the change in control of the
acquired businesses.
Case studies of Board decisions in the year continued
Brooks Macdonald Group plc Annual Report and Accounts 202566

The Board delegates the day-to-
day management of the Group to
the CEO, who is supported by an
Executive Committee.
As well as having operational oversight of the
Group’s day-to-day activities, the Executive
Committee focuses on the formation and
implementation of the Group’s strategy
and makes decisions that are not otherwise
reserved for the Board. The Executive
Committee meets on a weekly basis with
additional ad hoc meetings as required.
The Group’s Board and Committee structure
is detailed on pages 69 to 70, together with
the biographies of Board and Committee
members on pages 61 to 62.
The roles and responsibilities of each of the
Committees, and the activities carried out
during the year, are set out in the reports
of the respective Committee Chairs. The
Company Secretary also plays a role in
ensuring that Board procedures are complied
with, and applicable rules are followed.
The Board, on the recommendation of the
Nomination Committee, considers that all the
Non-Executive Directors are independent.
While it can vary through the year, typically,
the Company would expect each Non-
Executive Director to devote around two days
per month to the Group’s business. All Board
members are required to disclose any external
positions or interests that might conflict with
their directorship of Brooks Macdonald, prior
to their appointment and, thereafter, on a
continuous basis so that any potential conflict
can be properly assessed. No conflicts of
interest have arisen during the year, however
if any conflicts of interest do arise, then they
generally can be managed by due process.
UK Corporate Governance Code Compliance Statement
During the financial year ending 30 June 2025, the Group followed the 2018 UK Corporate
Governance Code (“the Code”). This report, together with the Report of the Directors and the
Strategic report, describes how the Group has applied the principles and complied with the
provisions of the Code, or sets out explanations of where the Group is not complying with
the Code. A copy of the Code can be found on the Financial Reporting Council’s website
at www.frc.org.uk. The Group confirms that it commenced following the updated 2024 UK
Corporate Governance Code for our accounting period which began on 1 July 2025.
Implementation of the Code
Section of the Code How Brooks Macdonald have applied the Code
Board leadership and
company purpose
The Board seeks to promote the long-term sustainable success
of the Company, setting out the Company’s purpose, values
and strategy and ensuring that these and the Company’s culture
are aligned.
Division of
responsibilities
The Group Board, led by the Chair, sits at the top of the
Company’s governance framework. The Board and its
Committees have clearly defined roles, with the list of matters
reserved for the Board and the Committees’ terms of reference
being available on the Company’s website. The majority of the
Board are independent Non-Executive Directors.
Composition,
succession and
evaluation
The Nomination Committee oversees formal procedures both
to evaluate the Board and to ensure its composition provides an
appropriate balance of skills and experience. It also considers
succession planning within the Group. The Company seeks to
promote diversity at both Board and senior management level.
Audit, risk and
internal control
The Board and its Committees oversee procedures and
processes by which the Company manages the risks it is
willing to take in order to achieve its long-term objectives.
This includes ensuring the independence and effectiveness
of the internal and external audit functions and monitoring
the integrity of the Company’s financial statements and
formal announcements.
Remuneration
The Board and the Remuneration Committee develop and
oversee policies and practices that are designed to promote
the Company’s strategy and its long-term success, and to
align the interests of senior management with those of the
Company’s shareholders.
Departures from the Code –
explanations
Board evaluation
The UK Corporate Governance Code (“The
Code”) recommends that there should be
a formal and rigorous annual review of the
performance of the Board, its committees, the
Chair and individual Directors, and that the
Chair should consider commissioning a regular
externally facilitated Board performance review.
The Company has established an internal
performance review process in respect of this
requirement. Previously, the Company did not
consider that an externally facilitated review
would provide significant incremental value over
and above the Company’s internal evaluation
process.
In the light of the Company moving
to the Main Market of the LSE, however, the
Board will reassess the merits of an externally
facilitated review of the Board’s performance.
Post-Employment
Shareholding Policy
The Code provides that Remuneration
schemes should promote long-term
shareholdings by executive directors which
support alignment with long-term shareholder
interests. Share awards granted for this purpose
should be released for sale on a phased basis
and be subject to a total vesting and holding
period of five years or more. The Code also
states that companies should develop a formal
policy for post-employment shareholding
requirements encompassing both unvested
and vested shares. Previously, the Company
did not feel such a post-employment
shareholding policy was appropriate. Following
the Company’s move to the Main Market of the
LSE, however, the Company will be presenting
an amended Directors’ Remuneration Policy
to shareholders for approval at the 2025
AGM. This revised policy will include a post-
employment shareholding policy.
Board overview continued
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 67
Governance
Report
Strategic
Report

How the Board embeds culture
Role of the Board
The Board is responsible for setting and
embedding the Company’s culture by defining
its purpose, values, and strategy, and ensuring
these are consistently reflected in behaviours
across the organisation. Through leadership,
oversight, and regular assessment, the Board
promotes a culture that supports ethical
conduct, effective risk management, and
long-term sustainable success.
Cultural framework
Our cultural framework is built around
a strong commitment to responsible
business practices, underpinned by our
guiding principles: we do the right thing,
we are connected, we care, and we
make a difference.
To ensure alignment with our values, our
culture is embedded through leadership,
performance management, and recruitment.
We foster an inclusive, high-performance
environment through our ‘Inclusive by
Design’ strategy, leadership development
programmes, and continuous employee
engagement. This culture supports our
strategic goals, drives sustainable growth, and
ensures we attract, retain, and develop diverse
talent committed to making a positive impact.
Monitoring culture
The Board receives regular updates on
the Company’s culture, including insights
from the annual ‘Speak Up’ employee
engagement survey.
Read more on how we monitor culture in our
approach to Responsible Business on page 35.
At Brooks Macdonald, clients are at the heart of everything we do.
Serving our clients well is really important to us.”
Andrea Montague
CEO
Brooks Macdonald Group plc Annual Report and Accounts 202568

Board and committee structure
The Board has responsibility for promoting the long-term strategy and success of the Group by providing leadership, shaping the Group’s culture,
and agreeing the risk appetite and the appropriate systems of control for risk management. The Board delegates certain responsibilities to the
Committees shown here.
Board Committees
Audit Committee Risk and Compliance Committee Nomination Committee Remuneration Committee
The Audit Committee assists the
Board in meeting its responsibilities
for the integrity of the Group’s internal
financial controls and its financial
reporting. In particular, this involves
reviewing and challenging the Group’s
accounting policies and significant
judgement areas. It also provides
oversight and monitoring of the
internal and external audit functions
and works in conjunction with the Risk
and Compliance Committee to review
the effectiveness of the Group’s
risk management framework and
internal controls.
The Risk and Compliance Committee
assists the Board in meeting its risk
management, regulatory, compliance
and internal control responsibilities.
In discharging these governance
responsibilities, the Committee
Chair liaises closely with the Chair
of the Audit Committee to ensure
a clear allocation of responsibilities
between the two Committees,
ensuring effective coverage across the
risk landscape.
The Nomination Committee is
responsible for recommending Board
and Committee appointments and
reviewing the composition of the
Board and the Board Committees to
ensure they are suitably constituted,
with an appropriate balance of skills,
experience, knowledge and diversity.
This includes conducting the annual
Board effectiveness review. The
Committee also monitors succession
planning at the Group’s leadership
levels to ensure the Group’s continued
ability to implement its strategy and
operate effectively. The Committee
is also responsible for reviewing and
recommending to the Board any
material changes to the structure,
size and composition of the Group’s
regulated subsidiary company boards.
The Remuneration Committee
exercises independent judgement in
the determination, implementation
and operation of the overall
Remuneration policy for the Group.
It provides oversight of the design
and application of the Remuneration
policy and makes recommendations
to the Board of the overarching
principles for all Group employees.
It ensures the Policy is consistent
with the risk appetite of the Group
and its strategic goals and it reviews
and approves the remuneration
policies and remuneration for the
Executive Directors, members
of the Executive Committee,
Material Risk Takers and any other
employees for whom enhanced
oversight is either appropriate, or a
regulatory requirement.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 69
Governance
Report
Strategic
Report

List of Board meetings and attendance
Committee Board Audit Nomination Remuneration Risk and Compliance
Chair Maarten Slendebroek James Rawlingson Maarten Slendebroek John Linwood Robert Burgess
Meetings held 8 6 2 5 4
Maarten Slendebroek Chair
N/A N/A N/A
John Linwood Non-Executive Director
Dagmar Kershaw Non-Executive Director
Robert Burgess Non-Executive Director
James Rawlingson Non-Executive Director
Andrea Montague Executive Director N/A N/A N/A N/A
Katherine Jones
1
Executive Director
N/A N/A N/A N/A
Andrew Shepherd
2
Former Director
N/A N/A N/A N/A
1
Appointed as Executive Director on 14 November 2024
2
Resigned as CEO and Executive Director on 30 September 2024
Key
Attended Meetings
Board composition and diversity
Board and committee structure continued
3
4
4
1
2
3
2
2
1
3
3
Gender diversity Independence Board tenure Age
l Male l Female l Chair
l Executive
Directors
l Non-
Executive
Directors
l <50 years
l 50–60 years
l >60 yearsl <2 years
l 2–4 years
l >4 years
7
Ethnicity
l White
Brooks Macdonald Group plc Annual Report and Accounts 202570

Audit Committee report
Role and responsibilities
The Audit Committee assists the Board in
meeting its responsibilities for the integrity
of the Group’s internal financial controls
and its financial reporting. The Committee’s
responsibilities can be grouped into the
following aspects:
• To review and challenge the Group’s
accounting policies and significant
judgement areas and the integrity of its
financial reporting;
• To provide oversight and monitoring of
the internal and external audit functions,
including appraising their performance
and approving their fees; and
• To keep under review the adequacy
and effectiveness of the Group’s
internal financial controls; periodically
receiving confirmation from the Risk and
Compliance Committee that they have
reviewed the adequacy and effectiveness
of the Group’s internal control and risk
management systems.
The full responsibilities of the Committee are
set out in its Terms of Reference, which are
reviewed annually and are available on the
Group’s website.
Composition and meetings
During the year, the Committee comprised
of James Rawlingson (Chair), along with
Robert Burgess, Dagmar Kershaw and John
Linwood. The Chair, CEO, CFO, CRO, and
representatives of the Internal and External
Auditors routinely attend meetings. The
Committee meets with representatives of
the Internal and External Auditors without
management present at least once a year.
The Company believes that the Committee
as a whole possesses recent and relevant
financial experience, and overall competence
relevant to the sector in which the
Company operates.
The Committee’s attendance during the year
ended 30 June 2025 is set out in the summary
table on page 70.
As Chair of the Audit Committee, I welcome the
enhanced governance standards and transparency that
comes with the move from AIM to the Main Market. It
reflects our commitment to robust financial oversight,
investor confidence and long-term value creation.”
James Rawlingson
Audit Committee Chair
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 71
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 71

The Committee’s areas of focus:
Financial reporting
• Reviewed the Interim and Annual Report and Accounts, ensuring these are fair, balanced and understandable for shareholders and other end users;
• Reviewed the policies, key assumptions and judgements applied in the preparation of the Interim and Annual Report and Accounts, including the
External Auditors’ feedback on financial reporting changes and the Group’s financial controls;
• Reviewed the acquisition accounting, assumptions and judgements applied and disclosures in the Interim and Annual Report and Accounts in respect
of the financial planning businesses acquired during the year;
• Reviewed the accounting and disclosures for the sale of the International Business during the year as well as the appropriateness of the discontinued
operations and held-for-sale classifications in the Interim and Annual Report and Accounts;
• Reviewed the overall presentation of alternative performance measures (“APMs”) to ensure they are not given undue prominence, reviewed the nature
of the adjusting items excluded from the statutory results and evaluated the clarity and explanations of APM reconciliations;
• Reviewed the key reporting considerations for the Group’s Interim and Annual Report and Accounts presented by management with reference to the
Financial Reporting Council thematic review issued during the year on offsetting in the financial statements; and
• Reviewed the Group’s going concern assumptions and the Viability statement.
External audit
• Approved the annual external audit plan, the terms of reappointment, remuneration, and Terms of Engagement;
• Provided oversight of the Group’s External Auditors, PricewaterhouseCoopers LLP (“PwC”), including assessing their independence, objectivity and
effectiveness;
• Reviewed audit findings, including key issues, accounting and audit judgements and recommendations, guidance and observations around the Group’s
internal controls environment; and
• Reviewed management representation letters and associated responses.
Internal audit
• Reviewed, assessed and agreed an internal audit plan alongside the Group’s new Internal Auditors, Ernst & Young (“EY”). Monitored and reviewed the
effectiveness of the plan and its alignment to key risks;
• Provided oversight of the Internal Auditors and considered and approved the scope of each engagement;
• Reviewed the results of individual internal audit reports and considered the effectiveness of actions agreed with management; and
• Received regular summary reports from the Internal Auditors, including their conclusions on the changes to controls and processes made by management.
Control oversight
• Reviewed the maintenance and effectiveness of the Group’s internal financial controls;
• Worked with the Risk and Compliance Committee to confirm the adequacy and effectiveness of the Group’s internal control and risk management systems;
• Reviewed and considered CASS-related matters, including PwC’s CASS audit findings; and
• Reviewed and approved the Group’s policy on non-audit services (for both external and internal audit).
Other matters
• Reviewed the Financial Position and Prospects Procedures Report and the Working Capital Report prepared by PwC as part of the transition from AIM
to the Main Market listing;
• Reviewed the Group’s TCFD climate risk disclosure summary included within the Annual Report and Accounts to ensure it met key statutory and regulatory
obligations with clear cross referencing to the full TCFD report on the Group’s website;
• Reviewed the impact and the Group’s planned response to the upcoming changes to the UK Corporate Governance Code. The Committee is committed
to high standards of corporate governance and is in support of these changes; and
• Reviewed the Committee’s composition and minutes of prior meetings.
Audit Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202572

Internal audit
The Group outsources its internal audit
function and effective from 12 February 2025
appointed EY as its internal auditor. The
Group expresses its gratitude to its previous
internal auditor, KPMG, for their services and
contributions since 2018. EY formally report
to James Rawlingson, Chair of the Committee,
with the CRO, being the principal point of
day-to-day contact.
A risk-based audit plan is developed by
the Committee and EY, with input from
the Risk and Compliance Committee, the
CEO, the CFO and the CRO, seeking to
provide assurance in areas of high risk and
of importance across the industry. The plan
is reviewed by the Committee at regular
intervals, taking into account any changes
in areas deemed high risk.
External audit
The Group’s External Auditors are PwC who
have been engaged since 2011. Jeremy Jensen
is the current audit partner in charge of the
Group’s audit, with the current year being
his fifth year. In accordance with mandatory
requirements on audit partner rotation,
Jeremy will be replaced by Gary Shaw for the
2026 audit. Due to the Group’s move from
AIM to the main market listing, mandatory firm
tender rules also now apply and the Group
will be required to tender its audit firm no
later than 2035. The Committee will consider
its plan for the tender well ahead of this
audit cycle.
During the year, the Committee monitored the
Group’s policy on external audit and evaluated
and reviewed the independence and
effectiveness of PwC in their role. No material
issues were raised during the course of the
year. A formal review of PwC’s performance
will be carried out in FY26. The Committee
agreed the external audit and assurance
fees and reviewed the audit engagement
letter. Details of the Auditors’ remuneration
is provided in note 9 to the Consolidated
financial statements included within the
Annual Report and Accounts.
Independence and
non-audit services
The Committee recognises the fact that, given
their knowledge of the business, there are
advantages in using PwC and EY to provide
certain non-audit services on particular
occasions. If there is a business case to use
the Auditors to provide non-audit services,
sign-off is required from the Committee to
ensure that there is no impact on the Auditors’
objectivity and independence. Monetary sign-
off limits are provided within the framework
of the Non-Audit Services Policy, which was
reviewed by the Committee during the year,
and any non-audit services provided to the
Group reviewed in line with this Policy.
Whistleblowing
The Group is committed to creating a culture
of openness, integrity and accountability,
ensuring employees are able to raise concerns
confidentially and without repercussion.
A formal policy is in place setting out the
procedures and ensuring that all employees
are able to raise concerns, in confidence,
about possible wrongdoing. Responsibility for
whistleblowing rests with James Rawlingson,
Chair of the Committee, who has the role
of the Group’s overall ‘Whistleblowing
champion’. Changes to the policy require
Group Board approval, and the Committee
has responsibility for regularly reviewing
the adequacy of arrangements to ensure an
independent investigation of matters raised
and appropriate follow-up action.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 73
Governance
Report
Strategic
Report

Financial reporting
The Group maintains robust internal control and risk management systems designed to ensure
the integrity and reliability of its financial reporting. These systems encompass clearly defined
roles and responsibilities, segregation of duties, and regular oversight by senior management and
the Audit Committee. Key controls include automated and manual checks embedded within
financial systems, reconciliations, and formal review processes for financial statements and
disclosures. The Group’s risk management framework identifies, assesses, and monitors financial
reporting risks, with mitigation strategies implemented accordingly. Internal audit performs
independent evaluations of control effectiveness, and findings are reported to the Audit
Committee. These measures collectively support the accuracy, completeness, and timeliness
of reported financial information.
The Committee reviewed the areas of judgement set out below in relation to the Group’s Annual
Report and Accounts for the year ended 30 June 2025. Discussions were held with management
throughout the year and the Committee is comfortable the Consolidated financial statements
included within the Annual Report and Accounts address the judgements and estimates applied,
as well as the disclosures agreed. These significant judgment areas were also reviewed with the
External Auditors with the Committee’s conclusions being in line with those of the Auditors.
Goodwill
(see note 17)
The Committee reviewed the output of the value-in-use
calculations presented by management supporting the value
of goodwill held on the Group’s balance sheet in respect of
previously acquired businesses. The Committee is satisfied
that the goodwill value is adequately supported by the
respective value-in use calculations.
Valuation of acquired
intangible assets
(see note 14)
The Committee reviewed the assumptions made in
the valuation of client relationships acquired as part
of the acquisitions in the year. The Committee is
satisfied that assumptions applied in the valuation are
adequately supported.
Deferred contingent
consideration
(see note 26)
The Committee reviewed the valuation of deferred
contingent consideration payable for the acquired
financial planning businesses. The Committee is
satisfied that assumptions applied in the valuation are
adequately supported.
Amortisation of client
relationships
(see note 17)
In determining the useful economic life of the Group’s
client relationship intangible assets, the Committee
reviewed relevant analysis presented by management.
The Committee was in agreement and satisfied that
the client relationship intangible assets are adequately
supported by the respective impairment tests and reviews.
Audit Committee report continued
Focus for FY26
As well as considering the routine items
of business, the Committee will also focus
on the following matters during the next
financial year:
• Monitor the Group’s transition to Workday,
the core finance and HR system due to
go live in FY26 as well as implementation
and effectiveness of enhanced financial
internal controls enabled by the
new system;
• Oversee the implementation of the
enhanced reporting requirements around
internal control effectiveness under the
UK Corporate Governance Code which
will apply for the financial year beginning
1 July 2025.
Approval
This report, in its entirety, has been approved
by the Committee and the Board of Directors
on its behalf by:
James Rawlingson
Audit Committee Chair
3 September 2025
Brooks Macdonald Group plc Annual Report and Accounts 20257474

Nomination Committee report
Role and responsibilities
As Chair of the Nomination Committee since
my appointment on 27 November 2023, I am
pleased to present the Committee’s report for
the year ended 30 June 2025.
The Nomination Committee is responsible
for reviewing the composition of the Board
and the Board Committees to ensure they
are suitably constituted, with an appropriate
balance of skills, experience, knowledge
and diversity. This includes conducting
the annual Board effectiveness review.
The Committee also recommends Board and
Board Committee appointments and monitors
succession planning at the Group’s leadership
levels to ensure the Group’s continued
ability to implement its strategy and operate
effectively. The Committee is also responsible
for reviewing and recommending to the Board
any material changes to the structure, size
and composition of the Group’s regulated
subsidiary company boards.
The full responsibilities of the Committee
are set out in the Committee’s Terms of
Reference, which are reviewed annually and
are available on the Group’s website.
Composition and meetings
The Committee comprises Maarten
Slendebroek (Chair), John Linwood, Dagmar
Kershaw, Robert Burgess and James
Rawlingson. Only members of the Committee
may vote on Committee business, but other
members of the Board and the Chief People
Officer may attend all, or part, of a meeting by
invitation. The attendance of each Committee
member during the year is shown on page 70.
Main activities during the year
During the course of the last year, the
Company saw the incumbent CEO and
CFO both change. In last year’s Nomination
Committee report we reported on how
Andrew Shepherd would be retiring as CEO
with effect from 30 September 2024 and that
Andrea Montague, then CFO, would take his
place as CEO. Andrea’s promotion created a
vacancy for a CFO and, following a rigorous
recruitment process, we were delighted to
announce the appointment of Katherine Jones
as CFO with effect from 1 November 2024.
A busy year for the Committee, overseeing Andrea
Montague taking over as CEO and Katherine Jones’
appointment as CFO.”
Maarten Slendebroek
Nomination Committee Chair
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 75
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 75

Nomination Committee report continued
Induction programme
The Company arranged an induction
programme for Katherine, which involved a
variety of presentations and meetings with
people from both inside and from outside the
Company. These included an overview of the
Group, its structure, strategy and performance
,as well as sessions with those responsible
for each individual business area. External
meetings included those around Directors’
Senior Managers and Certification Regime
(“SMCR”) and other regulatory responsibilities,
together with a briefing from the Company’s
brokers giving a market overview and
explaining the requirements of AIM, which the
Company was listed on at that time.
Talent development and
succession planning
The Committee is committed to maintaining
an effective policy for the orderly succession
of Executive Directors, Executive Committee
members and other senior management roles
across the business. As detailed last year,
Andrea’s appointment as CEO was part of the
Company’s succession planning strategy for
that role. The Committee is keen to support
management in driving a high-performance
culture across the Group, strengthening
leadership and management and enhancing
skills and capabilities. Our Management
Excellence Programme is a structured
development plan designed to build core
leadership skills and help create our next
generation of leaders. Further information on
the Group’s approach to succession planning
and leadership development can be found
in the Responsible Business section on page
35. As well as developing our own talent,
however, we have also sought to strengthen
our Executive Committee by bringing in
talented individuals from outside the business.
Further details can be seen on page 61 to 63.
Diversity, equity and inclusion
The Committee takes an active role in
setting and monitoring diversity objectives
and strategies undertaken by the Group
and embraces the benefits of having a
diverse Board drawing on the knowledge,
understanding, skills, experience and expertise
of individuals from a range of backgrounds.
As part of this, and following the Company’s
move to the Main Market of the LSE, the
Committee will lead the introduction of
a formal, written Board Diversity Policy
during the current financial year. Already,
whenever external search consultancies are
used in the recruitment of Board and senior
members of management, they are asked to
provide diverse lists of candidates, and the
Committee strongly supports management’s
efforts to nurture an inclusive culture within
the Group. Diverse perspectives, experiences
and backgrounds across our workforce help
us better understand the needs of our clients
and, therefore, to grow the business. Currently,
three of our seven Directors are female
(42.9%) and two of the senior positions,
CEO and CFO, held by females. None of our
Board are from a minority ethnic background
but we will continue to seek diverse lists of
candidates and would expect that to change
over time. Across senior management as a
whole, 44 individuals (65%) are male and 24
(35%) are female. The table that accompanies
this report gives further details of the diversity
across our Board and executive team.
Further details on the Group’s approach to
diversity are included in the Responsible
Business section of the Strategic Report
on page 35.
Board effectiveness
The Committee is responsible for overseeing
an annual evaluation of the Board, its
Committees, the Chair and individual
Directors. This includes a review of the
composition, diversity and effectiveness
of the Board and its Committees and the
contribution of each Director. This year’s
Board evaluation was carried out internally
in June and July 2025. A secure, online
questionnaire was employed, which ensured
the anonymity of responses received.
This provided an opportunity for each of
the Directors to review the processes and
procedures of the Board and to scrutinise
the performance of themselves and their
colleagues. The feedback received was
very positive in nature, both concerning
the Board as a whole and its Committees.
A small number of points were raised for
further consideration:
• There was a desire to have a greater
number of informal gatherings where
ideas and observations can be socialised.
• Greater clarity in Board papers around
what is being requested from the Board
as sometimes the objective of papers
is not clear.
• While more and better data was now
being provided to the Board, the Directors
were keen to see greater analysis and
leveraging of it, especially through AI.
The Chair undertook to discuss these matters
with his colleagues and agree an action plan
to address them. The progress against these
actions will be reported on in next year’s
Annual Report and Accounts. Following
the Company’s move to the Main Market,
the use of an externally facilitated Board
evaluation will also receive consideration
for a future year.
Last year, a small number of issues for
deliberation were raised in the Board
evaluation. Over the course of the year, the
Company took steps to address these matters
in order to assist the Board in improving its
performance. Further details of the actions
involved are given below:
• The Board was keen to have more
exposure to the next level down of
management and business leaders and
to visit other offices – During this year,
as well as individuals attending Board
meetings, we have arranged presentations
from staff members on a number
of topics, particularly in the area of
technology. In addition, we have a Board
meeting arranged in Edinburgh later in the
year where the Board will be able to meet
members of the local team.
• More data on the Company’s client base
and the risks and opportunities that
presents – Data around the Company’s
client base has been a driver of the
strategic changes agreed in the year, with
the data behind this being presented to
the Board.
Brooks Macdonald Group plc Annual Report and Accounts 202576

Board diversity
These disclosures are made in compliance with UK Listing Rules 6.6.6(9) and 6.6.6(10).
Reporting table on gender identity or sex
Number of
board members
Percentage of
the board
Number of senior
positions on the board
(CEO, CFO, SID and chair)
Number in
executive
management
Percentage of
executive
management
Men 4 57% 2 6 55%
Women 3 43% 2 5 45%
Reporting table on ethnic background
Number of
board members
Percentage of
the board
Number of senior
positions on the board
(CEO, CFO, SID and chair)
Number in
executive
management
Percentage
of executive
management
White British or other White (including
minority-white groups) 7 100% 4 10 91%
Mixed/ Multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/ Caribbean/ Black British 0 0% 0 1 9%
Other ethnic group 0 0% 0 0 0%
Not specified/ prefer not to say 0 0% 0 0 0%
Data is sourced from the Group’s HR system.
• More attention paid to the following
up of and closing down of action
points – In addition to the existing
Board tracker, Executive Directors’
Board reports now specifically include
responses to actions and how they
have been closed down.
• Earlier circulation of Board papers –
All Board packs are now circulated at
least seven days before the meeting.
Corporate governance
The Company has chosen to follow
the UK Corporate Governance Code
and in the financial year ending
30 June 2025, which this report covers,
reported against the 2018 version of
the Code. The Company confirms that
will be reporting against the updated
2024 version of the Code going forwards.
Approval
This report in its entirety has been
approved by the Committee and the
Board of Directors on its behalf by:
Maarten Slendebroek
Nomination Committee Chair
3 September 2025
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 77
Governance
Report
Strategic
Report

Remuneration Committee report
Introduction
On behalf of the Remuneration Committee,
I am pleased to present the Directors’
remuneration report for the financial year
ended 30 June 2025 (“FY25”). The report
contains the Annual Report on Remuneration,
setting out the remuneration paid to Directors
during the year ended 30 June 2025 and
the structure of remuneration for the
year ended 30 June 2026. Following the
Company’s progression from the AIM to
the Main Market of the LSE during the
year, the updated Directors’ Remuneration
Policy is also included. The Policy sets out
the framework within which Directors are
paid and will be presented to shareholders
for a binding shareholder vote at the
Company’s AGM on 28 October 2025 along
with my Annual Statement and the Annual
Report on Remuneration for an advisory
shareholder vote.
With our move from AIM to the Main
Market we have expanded our remuneration
disclosures contained within the Annual
Report on Remuneration.
Remuneration arrangements
for the former Chief Executive
and the incoming CFO
Our former Chief Executive, Andrew
Shepherd, stepped down from the Board on
1 October 2024 and retired from the Group
on 30 June 2025. He received his contractual
salary and benefits to the end of June 2025,
and as a good leaver, service-based pro-rata
unvested long-term incentive plan (“LTIP”)
awards, in accordance with the Group’s
remuneration policy. He did not receive an
LTIP grant for FY25 and he was not awarded a
bonus in respect of the year. The full details
of Andrew’s pay and benefits, as well as
the approved outturn of the 2022 LTIP, are
provided later in this report.
Katherine Jones our Group CFO joined
the Group on 1 November 2024. Her salary
on joining, at £375,000, is the same as
her predecessor, Andrea Montague. In
accordance with the Directors’ Remuneration
Policy, she became eligible for a pro-rata
FY25 bonus opportunity of 150% of salary,
and received a performance-based LTIP
As we have transformed and reinvested in our business
during the 2025 reporting period, our remuneration
policy has appropriately balanced the interests of all
the Group’s stakeholders and ensured the continued
delivery of strong outcomes to our shareholders.”
John Linwood
Remuneration Committee Chair
78 Brooks Macdonald Group plc Annual Report and Accounts 202578 Brooks Macdonald Group plc Annual Report and Accounts 202578

grant of 200% of salary. All details relating to
Katherine’s remuneration during the reporting
period are provided later in this report.
Incentive outcomes for
the year
During FY25 the Executive Directors led
the successful disposal of the International
business and acquisition and organisational
change activities to reshape and reposition
the Group’s enhanced investment
management and financial planning
capabilities. As part of this, key strategic
investments were made with the development
and launch of new Global MPS and Retirement
Strategies solutions, revitalising the Group’s
client offerings and propositions. In tandem
with this, the Group progressed from the
AIM to the Main Market of the LSE, with the
necessary changes and opportunities in
shareholder recomposition capably overseen.
Throughout these improvements, prudent cost
management has ensured that shareholders
have continued to receive robust returns as
the Group has transformed at pace.
For the FY25, the Group grew FUM by 7%
from £15.5 billion to £16.6 billion and reported
an underlying profit before tax (“PBT”) of
£28.9 million, representing an underlying profit
margin of 25.9%. The Group’s M&A activities
in the reporting period made a positive
contribution to earnings and the targeted
cost saving programmes conducted by the
Group in FY25 were effective. The significant
level of strategic investment in the business,
combined with reduced fee and transactional
income, did however result in a decrease
in the Group’s underlying profit margin
compared to that reported for FY24 of 28.4%.
Andrea Montague as CEO Designate between
July 2024 and September 2024, and then
CEO for the remainder of the year, is eligible
for a full year annual bonus, and Katherine
Jones who joined the Group as CFO at
1 November 2024, is eligible for a pro-rata
amount for two thirds of the reporting period.
The Committee maintained the majority of
the bonus scorecard approach that operated
for FY24. Some changes to measures and
weightings were made with the removal of the
gross flows sub-measure to focus solely on
net flows performance, the reorganisation of
profit, margin and cost/income ratio measures
into a clearer profit and operating efficiency
grouping, and the slight increase in the
weighting of revenues and net flows measures
to create greater alignment between financial
measures and the Group’s growth ambitions.
No changes were made to the overall
weighting of the scorecard of 60% financial
and 40% non-financial and no changes were
made to the non-financial measures.
The bonus outturn for financial measures
reflected the high level of investment made
in the business during FY25, with strong gross
revenues performance, profit and operating
efficiency outcomes around on-target
performance, and net flows performance
at threshold. The Committee considered
these outcomes reflective of the Group’s
holistic financial performance over the year.
In aggregate, the assessment of financial
measures provided for an outturn of 65% of
maximum opportunity.
The Committee’s assessment of non-
financial performance during FY25 took
into account the exceptional level of
transformation and strategic repositioning
achieved over the past year, the outcomes
delivered to clients through the Group’s
consistently strong investment performance
relative to peers, as well as the progress
made in re-organising the leadership of
the Group and the improvements in risk
frameworks and operational risk outcomes.
These achievements were recognised at the
industry level in FY25, with the CEO winning
Female Wealth Management CEO of the year
at the City of London Wealth Management
Awards. Based on performance against the
non-financial measures set by the Committee,
it was agreed to award the maximum outturn
for non-financial performance.
The combined financial and non-financial
outturn was reviewed by the Committee
to ensure it fairly reflected the Group’s
pay for performance principles, struck
the right balance between the individual
contributions made and the overall level
of organisational performance and returns
delivered to shareholders, and was consistent
with the range of outcomes across the wider
workforce. With these factors being satisfied,
the Committee agreed no discretion was
required to adjust the annual bonus outcome
which provides for a combined, overall
outturn of 118.5% of salary, equivalent to 79.0%
of maximum opportunity for both current
Executive Directors.
Executive Director bonus awards are subject
to the Group’s Malus & Clawback Policy
and one third of bonus will continue to be
awarded in deferred share options, providing
ongoing alignment of interests between senior
leadership and shareholders. A full description
of the assessment and scoring of financial and
non-financial measures is included later in
this report.
The performance of the 2022 Executive
Director LTIP award was measured at the end
of FY25. The performance measures approved
by the Committee for this award were, (i)
underlying diluted earnings per share (“EPS”),
representing 90% of maximum opportunity,
and (ii) a basket of defined ESG development
goals forming the remaining 10% of maximum
opportunity. With both current Executive
Directors having been hired either in FY24
or FY25, the two participants in this plan are
former Chief Executive, Andrew Shepherd,
and former Chief Operating Officer, Lynsey
Cross, both of whom as good leavers are
eligible for service related pro-rata awards.
The EPS outturn was below the threshold
target and no vesting was approved for this
element. The ESG measures were assessed
as being fully satisfied, resulting in an overall
vesting of 10% of maximum opportunity. The
Committee agreed that the vesting outcome
was appropriate and that no discretion should
be applied to the calculated outcomes. This
resulted in LTIP payments of £60,232 and
£5,679 to the former Chief Executive and
former Chief Operating Officer, respectively.
LTIP awards granted during
the year
LTIP grants were made to both the CEO and
the CFO of 200% of salary in line with the
Directors’ Remuneration Policy.
The performance measures for the awards
were changed from the previous years’ grant
following consultation with key shareholders
to add organic growth in FUM (35% weighting),
to underlying diluted EPS (50% weighting) and
a basket of ESG performance conditions (15%
weighting). The EPS targets are set out later
in this report. The disclosure of the organic
growth in FUM targets is currently considered
commercially sensitive and disclosure will
be reviewed going forward. These awards
will only vest and become exercisable to the
extent that the targets are achieved over the
three-year performance period from FY25 to
FY27 performance years. Following vesting,
any vested shares are subject to a further
two year holding period. Malus and clawback
provisions also apply to the awards.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 79
Governance
Report
Strategic
Report

Directors’ Remuneration
Policy
Following the Group’s progression from the
AIM to the Main Market of the LSE in 2025,
the Committee reviewed the Directors’
Remuneration Policy to ensure its compliance
with the Main Market requirements. This
review led to the introduction of a post-
employment shareholding policy, a more
comprehensive description of our Executive
Director leaver provisions, as well as other
minor changes. The substantive provisions
of the Directors’ Remuneration Policy are
unchanged from our AIM listing, and as
required as a Main Market listed company,
the policy which is provided at the end of this
report will be brought to shareholders for a
binding vote at the upcoming AGM.
Whilst the Committee is comfortable that the
policy is aligned to and supports the current
business strategy, in view of the ongoing
transformation of business and the evolution
of its strategy, the Committee has agreed
to carry out a review of the policy in FY26.
In the event this review concludes that any
changes to the existing policy are warranted,
I will engage with shareholders to seek their
views, with any policy change proposals being
brought to shareholders at our 2026 AGM.
Approach to executive
remuneration in FY26
The Committee has approved a 3% salary
increase for both the CEO and the CFO.
This increment is consistent with average
level of increase received by the workforce
over the year.
Effective from 1 January 2026 our employer’s
pension contributions for all employees,
including Executive Directors, will be
increased from 6% to 9% of base salary.
Annual bonus maximum opportunity and LTIP
award levels are unchanged from 150% of
salary, and 200% of salary, respectively.
Notwithstanding the decision to review the
policy during FY26, the Committee is satisfied
that the existing annual bonus measures
remain appropriate for assessing the delivery
of the Group’s growth and client-outcomes
focused strategy during FY26. These
measures continue to reflect the aspects
of performance valued by shareholders
and will positively incentivise the Executive
Directors to deliver sustainable returns. No
change is therefore proposed to either annual
bonus performance measures or the balance
between their individual weightings across the
scorecard. The FY26 annual bonus scorecard
will continue to operate a balance of 60%
financial measures, comprising revenue, net
flows, and profit and operating efficiency
targets, and 40% non-financial measures
across the categories of strategy and growth,
client, people and risk.
The same approach to deferral will also
continue to operate, with one third of any
resulting bonus being awarded in Company
share options vesting in equal tranches on the
first, second and third anniversary of grant.
A review of long-term incentive measures is
currently being undertaken by the Committee
for the upcoming 2025 awards to ensure that
they effectively capture and support the key
priorities for the business over the next three
years, including alignment to shareholder
returns. The Committee, with support from
advisors, Korn Ferry, is close to concluding this
review and consulting with key shareholders.
However, exceptionally, because of the time
that the Committee has needed to review
the policy for our transition from AIM to the
Main Market of the LSE, and then to consider
the measures and targets for the LTIP, we will
disclose the 2025 LTIP measures and targets
at the time the LTIP grant is made in autumn
2025. This approach provides the time needed
to consider shareholder feedback on any
proposed changes before the grant is made.
Workforce engagement
During FY25, the Executive Directors
supported workforce engagement initiatives,
visiting each office across the UK and held
local town hall meetings aimed at embedding
the Group’s strategy and the roles played
by employees in its delivery. A series of
‘Meet-up’ and ‘Lunch with Andrea’ meetings
were also held, where a cross-section of
employees from all functions were invited to
provide feedback and input into people-led
improvements for reigniting growth across the
business. The Company also made further
investment in its employee engagement
survey, ‘Speak up,’ adding more questions
in a number of key areas. The enhanced
understanding of employee views around
pension benefits was one of the key drivers
in the Company’s decision to review, and
ultimately increase, its employer’s pension
contributions to a more competitive level.
Non-Executive Director fees
Following a review of Non-Executive Director
fees, it was agreed to increase the Non-
Executive Director base fee and the Chair
fee by 2% for FY26. It was also agreed to
conduct a detailed market review of our
overall Non-Executive Director fees in FY26,
with a particular focus on the structure and
quantum of additional responsibility fees,
with any changes from this review being
implemented in FY27.
Summary
The Remuneration Committee is comfortable
that the remuneration outcomes for FY25
demonstrate a clear alignment between pay
and performance. It also believes that the
Directors’ Remuneration Policy which is being
brought to shareholders for approval as a Main
Market listed company is appropriate for the
year ahead. Following the completion of the
current review of LTIP measures in autumn
2025, in light of the ongoing levels of change
in the business, the Committee will take the
opportunity to review the full policy over
FY26, with any proposed changes subject to
consultation with shareholders and approval
at our 2026 AGM.
Our upcoming AGM
This Annual Statement and the Annual
Report on Remuneration will be presented
to shareholders for approval by an advisory
vote and the Directors’ Remuneration Policy
by binding vote at the upcoming AGM. I hope
that you will join the Board in supporting these
resolutions. If you would like to engage with
me regarding our approach to remuneration
or have any questions, I can be contacted
through our Company Secretary.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202580

Annual report on
remuneration
Activities of the Committee
during the year
During the reporting period the Committee
reviewed, monitored and oversaw the planned
changes to, and effective implementation of,
the Group’s remuneration policies, ensuring
continued compliance in the changing listing
environment and the delivery of fair outcomes
for shareholders.
Key activities of the Committee during the
year have included:
• Examination of findings and oversight
of actions in relation to the external
audit of the Group’s remuneration
policies conducted by the EY executive
compensation team during the
reporting period.
• Review and approval of an overarching
financial advisor incentive plan, bringing
the Group’s existing and newly acquired
financial advisor populations onto a
common incentive framework and
opportunity basis.
• Review and development of proposed
changes to the Directors’ Remuneration
Policy, prompted by the Group’s
progression from the AIM to the
Main Market of the LSE, including a
more detailed explanation of leavers’
provisions and the addition of a post-
employment minimum shareholding
requirements policy.
• Review and approval of the type and
composition of executive director variable
incentive performance measures, along
with their associated target ranges,
ensuring continued alignment to the
Group’s evolving strategic priorities.
• Review and approval of all Executive
Director and Material Risk Taker salary
increases and annual bonus and share
award recommendations, including
assessment and approval of all annual
bonus and LTIP performance criteria.
• Review and approval of any risk
adjustment rationales and reductions,
proposed for any employee.
• Review and approval of all new hire
remuneration package proposals for
Executive Committee members and other
Material Risk Takers, including offers to the
Group Marketing and Communications
Director, Group Director of Distribution,
and Chief Operating Officer during the
reporting period.
• The review and approval of all material
guaranteed variable compensation offered
to new hires, including share awards made
in relation to businesses acquired during
the reporting period.
• Review and approval of the FY25 Annual
Remuneration Report.
• Completion of the required regulatory
governance activities including the review
of the Group’s remuneration policies
against MIFIDPRU and UK Corporate
Governance Code requirements. Specific
activities include: review of the Group’s
Remuneration Policy Statement and Malus
& Clawback Policy, revalidation of the
Group’s MIFIDPRU Code classification
(non-SNI that is not significant); approval
of the fixed and variable components
of pay offered by the Group, including
revalidation of the Group’s maximum
variable to fixed pay ratio; re-testing of
the Group’s Material Risk Takers (“MRT”)
identification criteria; review of the risk
adjustment matrix; as well as the setting
of cash and share-based incentive funding
levels for the reporting period).
• Monitoring of external developments
and remuneration trends in the wealth
management sector and executive pay
trends more generally.
Overview of operation of Remuneration Policy during
the financial year
Chief Executive
Andrea Montague
Chief Financial Officer
Katherine Jones
Base salary £460,000 £375,000
Pension and
ancillary
benefits
Pension contribution equal to 6% of salary – aligned to the wider workforce
Taxable benefits relate to the provision of medical insurance benefit
Short-term
incentive
plan
• Max: 150% of salary
• Outcome: 79.0% of maximum
• Max: 150% of salary
(prorated to date of appointment)
• Outcome: 79.0% of maximum
• Performance conditions: Gross revenues (20%), net (organic) flows as a
% of opening FUM (20%), underlying PBT (6.6%), underlying PBT margin
(6.6%), cost/income ratio (6.6%), and non-financial strategy, client, people
and risk objectives (40% in total)
• Structure: one-third deferred into shares over three years, pro-rata vesting
Long-term
incentive
plan
(“ LTIP”)
2024 LTIP grant
• Annual grant: 200% of salary
• Performance conditions: Underlying diluted EPS (50%), FUM growth (35%)
and ESG factors (15%)
• Structure: 3-year performance period, cliff vesting and 2-year
holding period
2022 LTIP vesting
• No awards held by incumbent Directors
Minimum
share
ownership
guidelines
• 200% of salary
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 81
Governance
Report
Strategic
Report

Total remuneration for the financial years ending 30 June 2025 and 30 June 2024 - Audited information
£’000 Year
Salary and
fees
Taxable
benefits
2
Annual
bonus
3
Long-term
incentives
4
SAYE
5
Pension-
related
benefits Total
Total fixed
remuneration
Total variable
remuneration
Executive Directors
Andrea Montague
6
2025 460 2 545 – – 25 1,032 487 545
2024 344 – 418 – – 21 783 365 418
Katherine Jones 2025 250 2 296 – – 13 561 265 296
2024 – – – – – – – – –
Andrew Shepherd
1
2025 108 1 – 60 2 6 177 115 62
2024 412 3 444 64 – 23 946 438 508
Executive total 2025 818 5 841 60 2 44 1,770 867 903
2024 756 3 862 64 – 44 1,729 803 926
Non-Executive Directors
Maarten Slendebroek
7
2025 220 – – – – – 220 220 –
2024 132 – – – – – 132 132 –
Robert Burgess 2025 95 – – – – – 95 95 –
2024 90 – – – – – 90 90 –
Dagmar Kershaw 2025 75 – – – – – 75 75 –
2024 73 – – – – – 73 73 –
John Linwood 2025 82 – – – – – 82 82 –
2024 80 – – – – – 80 80 –
James Rawlingson 2025 82 – – – – – 82 82 –
2024 82 – – – – – 82 82 –
Non-Executive total 2025 554 – – – – – 554 554 –
2024 457 – – – – – 457 457 –
Total remuneration 2025 1,372 5 841 60 2 44 2,324 1,421 903
2024 1,213 3 862 64 – 44 2,186 1,260 926
1
Andrew Shepherd’s salary and benefits are for the period he served as an Executive Director between 1 July and 30 September 2024. He continued to receive salary (£432,640 per annum) and contractual benefits up to his retirement date
of 30 June 2025.
2
Taxable benefits relate to the provision of medical insurance for all Executive Directors and company car (electric vehicle) benefit for Andrew Shepherd only.
3
The annual bonus amounts shown reflect both the cash component (66.7% of total annual bonus value) and the deferred share option component (33.3% of total annual bonus value). Andrew Shepherd was not awarded a bonus for FY25
and Katherine Jones’ FY25 bonus reflects a pro-rata aligned to appointment in November 2024.
4
2025 LTIP value for Andrew Shepherd reflects the vesting value of 3,914 nil price share options where the performance period ended on 30 June 2025. The value shown is based on the three-month average share price for the period April
to June 2025 of £15.389. The grant price per share was £19.16 and no gain was achieved through share price appreciation. Andrea Montague and Katherine Jones did not hold 2022 LTIP awards.
5
No Executive Director participated in the 2022 SAYE scheme that matured in FY25 and no gains were therefore realised. The value shown for Andrew Shepherd relates to his 2023 SAYE contract which matured in the FY25 reporting period
on a part completed basis as a result of his retirement.
6
Andrea Montague was appointed as an Executive Director on 1 August 2023, performing the role of CFO to 30 June 2024, CEO Designate between 1 July 2024 and 30 September 2024 and CEO for the remainder of the FY25 reporting
period. Her reported salary and bonus outturn for FY24 and FY25 reflect her promotion over this period.
7
Maarten Slendebroek’s 2024 fees reflect his appointment part-way through FY24.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202582

Salary
The CEO’s base salary of £460,000 applied
from the start of FY25. The base salary of
the CFO was set at £375,000 from the date
of appointment.
Benefits and pension
Executive Directors received a pension
contribution equal to 6% of salary. Taxable
benefits relate to the provision of private
medical insurance.
Annual variable pay outcomes
for year ended 30 June 2025 -
Audited information
FY25 annual bonus
performance targets
The 2024 Directors Remuneration Report
confirmed the small number of changes
to financial measures that would apply for
FY25 annual bonus assessment. These being
the removal of the gross flows measure to
focus flows performance solely against net
flows, providing a better measure for the
Group’s growth ambitions and reflection
of the importance the retention of existing
investments. This change was implemented
in tandem with an increase in the weighting
of net flows and gross revenues within overall
financial measures, again to concentrate
efforts on sustainable growth. The existing
composition of profit and operating efficiency
measures were carried forward on an
unchanged basis to maintain the strategic
emphasis on driving scale and efficiencies.
Target ranges with threshold, on-target and
maximum outturn positions were established
for all financial measures using budgeted
or other target values, with account being
taken of market consensus expectation and
sector performance. Non-financial objectives
were set with a focus on ‘Reignite growth’
strategy, client, risk and people deliverables,
incorporating objective, quantifiable targets
in areas such as investment performance
and DE&I.
The results are as follows:
Category Measure Weighting
% of salary
at maximum Threshold
1
Target
1
Maximum
1
Actual
outturn for
FY25
% of maximum
awarded for
criteria
% of base salary
awarded for
these criteria
Revenue Revenues (£m) 20.00% 30.00% 100.8 107.2 110.4 111.6 100.0% 30.00%
Net Flows Net Flows (%) 20.00% 30.00% (2.8) 2.2 7.2 (2.6) 34.7% 10.40%
Profitability and operating
efficiency
Underlying PBT (£m) 6.66% 10.00% 25.6 29.1 30.8 28.9 64.8% 6.48%
Underlying PBT Margin (%) 6.66% 10.00% 23.8 27.1 28.7 25.9 54.2% 5.42%
Cost/Income Ratio (%) 6.66% 10.00% 81.6 72.9 68.5 74.1 62.0% 6.20%
Total 60.00% 90.00% 65.0% 58.50%
1
33.3% of maximum is payable for Threshold performance, 66.7% of maximum for Target performance and 100% of maximum for Maximum performance.
Performance against FY25 non-
financial objectives (40% of
overall opportunity)
The approach implemented for FY24 of
providing more structure and accountability in
the assessment of non-financial deliverables,
was maintained for FY25, with quantitative
performance references continuing to be
incorporated into non-financial measure
assessments. In areas such as investment
performance, performance has been measured
against that of our direct competitors via
the ARC wealth management series of
benchmarks, for employee engagement, the
independent employee voice was identified
via the annual engagement ‘Speak-up’ survey
result, and risk performance assessment was
supported with reference to the Group’s
monitored conduct risk driver score. These
approaches have all supported a detailed and
objective review of non-financial performance
delivery, which has again focused on both
the overall organisational outcomes, as
well as the relative contributions from each
Executive Director.
The assessment of delivery against non-
financial objectives was conducted by the
Committee, who determined that the following
scores should apply to both the CEO and CFO.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 83
Governance
Report
Strategic
Report

Strategic
objective Objective(s) Performance in FY25
Performance assessment
against objective
Strategy
Organic growth and execution of our
strategic initiatives, value-accretive
M&A and optimising the value from
our outsourced relationships
• Full transformation and strategic repositioning of the Group as a UK focused wealth manager, leveraging the
enhanced advisory capabilities from the timely acquisition and effective operating model integration of
three independent financial planning firms acquired during FY25.
• The delivery of optimal value from the divestment of the Channel Islands and Isle of Man business.
• The robust planning and smooth transition of the Group from the AIM to the Main Market of the LSE,
allowing for a beneficial recomposition of the Group’s shareholder base and enhanced liquidity options.
• The realisation of stronger value and improved services from key outsourced technology service provider
SS&C, reducing costs, improving controls and giving clients increased self-service options.
• Broadening and deepening of the Group’s distribution channels through IFA network expansion.
• Focus and momentum maintained around efficiencies, through the execution of a targeted cost
reduction programme.
Strong
Client
Delivery of leading investment
performance against peers (ARC
wealth management benchmarks)
and continued development of
our client service proposition and
client outcomes.
• Consistently strong investment performance delivered to clients over the reporting period, with the Group’s
bespoke portfolios outperforming ARC benchmarks over one-, three-, five- and 10-year periods and all risk
profiles as of 30 June 2025.
• Re-organisation of client-facing resources to create a focused Client Excellence function, designed to
deliver consistent, best in class client outcomes for all the Group’s products and services.
• Expansion of product and service offerings to clients with the development and launch of innovative
Global Managed Portfolio Service and a suite of Retirement Strategies.
Strong
People
Focus on developing DE&I ambitions
(% of women in leadership roles),
management of people engagement
and development of performance
management and internal career
frameworks aligned to the Group’s
strategic priorities.
• Some progress against the ambition to increase the representation of female leaders across the Group with
the appointment of a second female Executive Director and three female Executive Committee members
during FY25.
• Continued investment in the Group’s employee value proposition through agreed enhancement to staff
pension funding, and fulfilling careers, through the design and development of BM’s Career Framework
and Adviser Academy.
• Greater people management information and efficiencies achieved through investment in self-service
technology and central enterprise resource planning tools.
• Recomposition and reskilling of the Executive Committee to align executive skillsets to the Group’s
strategic requirements.
• Maintenance of employee engagement levels, as demonstrated by the ‘Speak-up’ engagement score,
during a period of significant cultural change and organisational transformation.
Strong
Risk
Ongoing evolution and embedding
of risk management framework and
supporting culture and mitigating
risk appropriately. Maintain a
positive and proactive relationship
with regulators and high standards in
managing regulatory matters.
• Improvements to the effectiveness of the Group’s risk framework through a fundamental review of Group’s
key risk indicators, improved controls via the build-out of risk automation and monitoring capabilities for
investment portfolios, revised Risk and Compliance self-assessment process, and improvement in third
party risk processes and controls.
• Implementation of enhanced suitability monitoring and controls.
• Clear improvements in the Group’s conduct risk driver score demonstrated by the high level of portfolio
compliance and strong record of audit and compliance actions resolution, with no ineffective audits
recorded during FY25.
Strong
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202584

With non-financial performance being
assessed at the highest rating of strong across
all categories for both the CEO and CFO,
the Committee supported the award of the
maximum non-financial bonus of 40% of total
opportunity to both Executive Directors, this
being equivalent to 60% of Executive Director
base salary on an annualised basis.
In addition to the Committee’s assessment
of financial and non-financial performance,
an additional risk adjustment review was also
conducted by the Committee to consider if
any adjustments to bonus were appropriate
to reflect crystallised or emerging material
risks. The result of this assessment was that
risk performance consideration had been
adequately reflected in the assessment of
the non-financial risk category and no further
adjustment would be appropriate.
The Committee considered the combined
financial and non-financial outcomes
consistent with the Group’s holistic
performance, and no discretion was applied
to the formulaic outturns. The final overall
bonus award values that are payable, are
detailed in the table below:
Overall outcome of the FY25 bonus - Audited information
Name Role
% of max financial
performance
achieved
% of max
non-financial
performance
achieved
Overall % of max
achieved
Total FY25 bonus
award payable
£’000
1,2
Cash portion
(2/3 total value -
£000’s)
Deferred shares
portion
(1/3 total value -
£000’s)
FY25 bonus
award as a % of
base salary on an
annualised basis
2
Andrea Montague Chief Executive 65.0% 100.0% 79.0% 545 363 182 118.5%
Katherine Jones Chief Financial Officer 65.0% 100.0% 79.0% 296 197 99 118.5%
1
The annual base salaries referenced for the FY25 bonus awards for the CEO and CFO are £460,000 and £375,000, respectively.
2
The CFO’s FY25 bonus award is an eight months’ pro-ration of the annualised value, reflecting the appointment date of 1 November 2024.
Outcome of the 2022
Executive Director LTIP -
Audited information
The outcome for the 2022 Executive
Director LTIP award is set out below. The
two participants in this plan are former Chief
Executive, Andrew Shepherd, and former
Chief Operating Officer, Lynsey Cross, both of
whom are eligible for service related pro-rata
awards as part of their leaving arrangements.
Neither current Executive Director has a
holding under this plan.
With FY25 underlying diluted EPS of 130.4
pence per share being delivered, the EPS
outturn fell short of the threshold value of 160
pence per share needed for any pay-out to be
made against this measure.
The Committee’s assessment of ESG
performance concluded that the
establishment and embedding of key ESG
approaches and policies in the areas of
diversity, anti-slavery, net zero planning,
employee engagement and wider ESG
ambitions had been fully satisfied. This
assessment reflected achievements in
diversity, where the Group exceeded its
Women in Finance Charter target of 32%
female leaders a year early in 2024 with 35%
of leadership roles being held by women.
Progress on climate activity was demonstrated
through the Group’s establishment of an ESG
Advisory Committee, its development of
Streamlined Energy and Carbon Reporting
within its annual ESG action plan, and other
progress described in its Task Force on
Climate-related Disclosures report, published
in 2024. On this basis, the maximum outturn
of 10% of overall opportunity was awarded for
ESG measures.
With no discretion being applied by the
Committee in relation to the EPS nil vesting
outturn, the overall 2022 ED LTIP pay-out was
approved at 10% of maximum opportunity.
The full 2022 Executive Director LTIP outturn is confirmed, as follows:
2022 Executive Director LTIP measure Weighting
Threshold
(25% pay-out)
Target
(50% pay-out)
Maximum
(100% pay-out) Actual for FY25
% of maximum
awarded for
measure
% of base salary
awarded for this
measure
Underlying diluted Earnings Per Share (pence) 90% 160p 175p 200p 130.4p 0% 0%
ESG policy goals 10% Partially Satisfied Mostly Satisfied Fully Satisfied Fully Satisfied 100% 10%
This outturns for the two former Directors are detailed in the payments for loss of office section, on page 90.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 85
Governance
Report
Strategic
Report

Deferred bonus share awards granted during the financial year - Audited information
One-third of the FY24 bonus awarded to both the Former Chief Executive, Andrew Shepherd, and current CEO, Andrea Montague, who performed the role of CFO during FY24, were made in the form
of deferred Company nil price share options. These awards vest over three years in three equal tranches at 12, 24 and 36 months from date of award.
Name Basis of award Date of award No. of shares
Face value
£’000
1
Vesting date
Andrew Shepherd 1/3 of annual bonus 30 Sep 2024 7,863 148 30 Sept 2025/2026/2027
Andrea Montague 1/3 of annual bonus 30 Sep 2024 7,402 139 30 Sept 2025/2026/2027
1
Based on a Brooks Macdonald Group share price of £18.835, being the average mid-market price over the five-day period prior to 30 September 2024.
LTIP awards granted during the financial year - Audited information
The performance share award, made in the form of Group nil price share options, to the CEO and CFO is detailed below.
Name Basis of award Date of award No. of shares
Face value of awards
£’000
1
Performance period
end date Vesting date
End of
holding period
Andrea Montague 200% of salary 21-Oct-24 52,303 920 30-Jun-27 21-Oct-27 21-Oct-29
Katherine Jones 200% of salary 27-Feb-25 52,540 750 30-Jun-27 21-Oct-27 21-Oct-29
1
The CEO award, granted on 21 October 2024, was based on a share price of £17.59, being the average mid-market share price over the five-day period prior to 21 October 2024. The CFO award, granted on 27 February 2025, was based on a
share price of £14.275, being the average mid-market share price over the five-day period prior to 27 February 2025.
The performance measures for these LTIP
awards were developed by the Committee
in consultation with our largest shareholders.
Organic growth in FUM (“FUM Growth”) , with
a 35% overall weighting, was added to the two
existing performance measures of underlying
diluted EPS, re-weighted from 90% to 50%
of overall weighting, and the ESG measures
basket , reweighted from 10% to 15% of
overall weighting.
The underlying diluted EPS and FUM Growth
target ranges considered the expectations
within the Company’s medium-term financial
plan at the time of setting and the challenges
in forecasting.
The ESG measures focus on the delivery
of the Group’s carbon footprint reduction
ambitions as stated within its 2030 Net
Zero plan, measured independently by the
LGEnergy Group, the outcomes of customers
measured by their feedback and employee
engagement levels measured using the results
of the annual employee ‘Speak-up’ survey.
The table below sets out the LTIP measures
and target ranges, reflecting that the FUM
Growth target range, and also the underlying
diluted EPS target value, are both currently
commercially sensitive, and we will keep the
disclosure of these values under review:
Performance measure Weighting
Threshold
(25% of maximum)
Target
(50% of Maximum)
Maximum
(100% of maximum)
Absolute underlying diluted EPS (pence) 50% 116 Not currently disclosed 155
FUM Growth (£ million) 35% Not currently disclosed Not currently disclosed Not currently disclosed
ESG outcomes 15% Partially Satisfied Mostly Satisfied Fully Satisfied
The awards will only vest and become
exercisable to the extent that above threshold
performance is delivered over the three-
year performance period from FY25 to FY27,
inclusive. Following vesting, any resulting share
options are subject to a further two year
holding period. Malus and clawback provisions
also apply to the awards.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202586

Dilution
All share awards are made in accordance with
the Board’s dilution policy so that in any rolling
period of 10 years, not more than 10% of the
issued ordinary share capital of the Company
(adjusted for bonus and rights issues) will
be issued for all share incentive schemes
operated by the Company. In addition, a
further limit within this has been set on a
5% ten-year dilution level with respect to
Executive LTIP awards. The Company satisfies
the various equity-based schemes it operates
using a combination of market purchased and
newly issued shares. The dilutive effect of LTIP
awards issued to date is nil, as these awards
are satisfied using market purchased shares.
Directors’ share interests
At 30 June 2025, Directors’ shareholdings were as set out below, and at the date of signing, there have been no changes to Directors’ share interests.
Minimum
shareholding
requirement (%
of salary)
Beneficially
owned shares
Vested, un-
exercised share
options
Unvested deferred
bonus share
options
4
Unvested
performance
LTIP share
options
3
Value at 30
June 2025
2
(£’000)
Qualifying
shareholding vs
requirement
5
Executives
Andrea Montague
1
200% 8,000 – 7,402 95,051 1,700 27.3%
Katherine Jones
1
200% 4,455 – – 52,540 877 9.7%
Andrew Shepherd N/A 38,532 30,615 16,166 31,678 1,800 N/A
Non-Executives
Maarten Slendebroek N/A 1,375 – – – N/A N/A
Robert Burgess N/A 3,044 – – – N/A N/A
Dagmar Kershaw N/A 840 – – – N/A N/A
John Linwood N/A 300 – – – N/A N/A
James Rawlingson N/A 500 – – – N/A N/A
Total 57,046 30,615 23,568 179,269 4,377
1
The Executive Directors have a shareholding requirement of 200% of salary. As newly appointed Directors, this requirement is not currently met.
2
The value shown is based on the Brooks Macdonald three-month average share price for the period April to June 2025 of £15.389.
3
2023 and 2024 LTIP grants and were made to Andrea Montague, and a 2024 LTIP grant was made to Katherine Jones.
4
The holdings shown excludes consideration of FY25 deferred bonus shares that will be granted shortly.
5
Percentage shown reflects i) the value of shares/share options that qualify against the minimum shareholding policy criteria, which excludes the value of unvested performance LTIP awards where the performance assessment is yet to
undertaken, and, ii) the value net of tax and national insurance which assumes a 47% overall withholding rate.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 87
Governance
Report
Strategic
Report

Vesting profile of all share awards
The following tables set out details of the Directors’ share awards and their vesting profile.
Deferred Bonus Plan - Audited information
A Montague
Grant date
Exercise
price (p)
Options at
1 July 2024
Granted
during year
Exercised
during year
Market value
of exercises
(£’000)
Lapsed
during year
Forfeited
during year
Options at
30 June 2025 Vesting date Expiry date
30/09/2024 – – 2,467 – – – – 2,467 30/09/2025 30/09/2034
30/09/2024 – – 2,467 – – – – 2,467 30/09/2026 30/09/2034
30/09/2024 – – 2,468 – – – – 2,468 30/09/2027 30/09/2034
Total – 7,402 – – – – 7,402
A Shepherd
Grant date
Exercise
price (p)
Options at
1 July 2024
Granted
during year
Options
exercised
at 30
September
2024
2
Exercised
post
Directorship
3
Market
value of
exercises
(£’000)
Lapsed
during year
Forfeited
during year
Options
at 30 June
2025 Vesting date
Expiry
date
1
31/10/2019 – 1,122 – – (1,122) – – – – 30/09/2022
30/09/2020 – 1,289 – – (1,289) – – – – 30/09/2022
30/09/2020 – 1,290 – – (1,290) – – – – 30/09/2023
30/09/2021 – 1,415 – – (1,415) – – – – 30/09/2022
30/09/2021 – 1,415 – – (1,415) – – – – 30/09/2023
30/09/2021 – 1,417 – – (1,417) – – – – 30/09/2024
30/09/2022 – 2,968 – – (2,968) – – – – 30/09/2023
30/09/2022 – 2,968 – – (2,968) – – – – 30/09/2024
30/09/2022 – 2,969 – – – – – – 2,969 30/09/2025 31/03/2026
28/09/2023 – 2,667 – – (2,667) – – – – 28/09/2024
28/09/2023 – 2,667 – – – – – – 2,667 28/09/2025 29/03/2026
28/09/2023 – 2,667 – – – – – – 2,667 28/09/2026 29/03/2027
30/09/2024 – – 2,621 – – – – – 2,621 30/09/2027 01/03/2028
30/09/2024 – – 2,621 – – – – – 2,621 30/09/2027 01/03/2028
30/09/2024 – – 2,621 – – – – – 2,621 30/09/2027 01/03/2028
Total 24,854 7,863 – (16,551) – – – 16,166
1
The expiry dates shown have been updated to reflect the previous Chief Executive’s retirement as per the treatment for good leavers within the plan rules.
2
The number of options held reflects holdings at 30 September 2024, when Andrew Shepherd stepped down from being a Director.
3
Reflects the number of options exercised by Andrew Shepherd after stepping down as Director in the period 1 October 2024 to 30 June 2025
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202588

LTIP conditional awards - Audited information
A Montague
Grant date
Exercise
price (p)
Conditional
Shares Options
at 1 July 2024
Granted
during year
Exercised
during year
Market value
of exercises
(£’000)
Lapsed
during year
Forfeited
during year
Unvested
Conditional
Share Options
at 30 June 2025
1
Vesting date Expiry date
23/10/2023 – 42,748 – – – – – 42,748 23/10/2026 24/10/2033
21/10/2024 – – 52,303 – – – – 52,303 21/10/2027 22/10/2034
Total 42,748 52,303 – – – – 95,051
1
The unvested conditional share options total reflects the number options prior to the assessment of the performance conditions.
K Jones
Grant date
2
Exercise
price (p)
Conditional
Shares Options
at 1 July 2024
Granted
during year
Exercised
during year
Market value
of exercises
(£’000)
Lapsed
during year
Forfeited
during year
Unvested
Conditional
Share Options
at 30 June 2025
1
Vesting date Expiry date
27/02/2025 – – 52,540 – – – – 52,540 21/10/2027 22/10/2034
Total – 52,540 – – – – 52,540
1
The unvested conditional share options total reflects the number options prior to the assessment of the performance conditions.
2
The LTIP award was made in the first grant window following Katherine Jones’ appointment.
A Shepherd
Grant date
Exercise
price (p)
Conditional
shares at
1 July 2024
Granted
during year
Options
exercised
at 30
September
2024
3
Exercised
post
Directorship
4
Market
value of
exercises
(£’000)
Lapsed
during year
Forfeited
during year
Share
Options
at 30
September
2025
Vesting
date Expiry date
6
24/11/2020
1
– 2,040 – (2,040) – – – – – 30/09/2023
09/06/2021 – 8,715 – (8,715) – – – – – 09/06/2024
30/09/2021
2
– 33,086 – (3,309) – – – (29,777) – 30/09/2024
17/10/2022
5
– 43,413 – – – – – (4,277) 39,136 17/10/2025 18/04/2026
23/10/2023 – 49,318 – – – – – (21,554) 27,764 23/10/2026 24/04/2027
Total 136,572 – (14,064) – – – (55,608) 66,900
1
The LTIP grants made in November 2020 and June 2021, preceded the previous CEO’s appointment into that role. These were the last LTIP awards to be made without stretch performance conditions. All LTIP awards from November 2021
have been made in performance LTIPs.
2
Performance of the LTIP granted at September 2021 was set and measured against FY24 financial performance conditions. This assessment has been completed and approved by the Remuneration Committee, with 10% of granted share
options (3,309) being approved for payout at vesting. On the basis the performance period was completed and pay-out known as at 30 June 2024, the value of the 3,309 options is shown in the FY24 single figure table of total remuneration
shown earlier in this report.
3
Reflects the number of share options exercised in the period 1 July 2024 to 30 September 2024 during which Andrew Shepherd was a Director.
4
Reflects the number of options exercised by Andrew Shepherd after stepping down as Director in the period 1 October 2024 to 30 June 2025
5
Performance of the LTIP granted at October 2022 was set and measured against FY25 financial performance conditions. This assessment was completed and approved by the Remuneration Committee after the reference date of
30 September 2024. The final outturn of 3,914 options vesting, representing 10% of maximum outturn, is not therefore recorded in the table. On the basis the performance period was completed and vesting amount known as at
30 June 2025, the value of the 3,914 options is shown in the FY25 single figure table of remuneration shown earlier in this report.
6
The expiry dates shown have been updated to reflect the treatment for good leavers within the plan rules.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 89
Governance
Report
Strategic
Report

Employee Save As You Earn (“SAYE”) scheme - Audited information
All Directors are entitled to take part in the HMRC-approved Brooks Macdonald Group SAYE Scheme on the same terms as all other employees.
A Montague
Grant date
Exercise
price (p)
Options at
1 July 2024
Granted
during year
Exercised
during year
Forfeited
during year
Options at
30 June 2025 Vesting date Expiry date
13/05/2025 1,156.00 – 1,591 – – 1,591 01/06/2028 01/12/2028
Total – 1,591 – – 1,591
K Jones
Grant date
Exercise
price (p)
Options at
1 July 2024
Granted
during year
Exercised
during year
Forfeited
during year
Options at
30 June 2025 Vesting date Expiry date
13/05/2025 1,156.00 – 1,591 – – 1,591 01/06/2028 01/12/2028
Total – 1,591 – – 1,591
A Shepherd
Grant date
Exercise
price (p)
Options at
1 July 2024
Granted
during year
Exercised
during year
Forfeited
during year
Options at
30 June 2025 Vesting date
1
Expiry date
1
12/05/2023 1,434.00 1,255 – – 349 906 30/06/2025 31/12/2025
Total 1,255 – – 349 906
1
The vesting and expiry dates shown have been updated to reflect the treatment for good leavers within the SAYE plan rules.
Remuneration Committee report continued
Payments to former Directors
The payments made to the former Chief
Executive, Andrew Shepherd, in the FY25
reporting period were described in the 2024
Annual Remuneration Report are confirmed
in the FY25 Single Figure Table, with salary,
benefits and pension amounts showing for
the period up to 30 September 2024 when
Andrew stood down as a Director. The FY25
Single Figure Table also confirms the value of
his 2022 LTIP award vesting, which was subject
to a service-based pro-rata, and that he did
not receive a bonus in respect of FY25.
From 1 October 2024 until Andrew’s retirement
date at 30 June 2025, he continued to receive
his contractual base salary at the unchanged
rate of £432,640 per annum (£324,480 in total),
as well as his contractual benefits, including
a 6% employer pension benefit and a private
medical insurance benefit (£1,648). No other
ex-gratia payments were made to him.
Andrew was treated as a good leaver with
respect to his unvested share awards, with his
2022 and 2023 LTIP awards being pro-rated
for service and deferred bonus share awards
vesting in full. These awards will vest at the
normal dates with LTIP vesting subject to
performance against targets. LTIP awards will
continue to be subject to the post vesting two
year holding period. The vesting value of the
2023 LTIP award will be included in our FY26
Remuneration Report. Malus and clawback
provisions will continue to apply.
Former Director Lynsey Cross retained a
service-based, pro-rata eligibility for her
2022 LTIP award. The vesting outturn of this
award was approved at 10% of maximum
opportunity, realising 369 of the originally
granted 15,758 shares, equivalent to a value
of £5,679 using the average share price
for the final three months of the FY25
reporting period.
Payments for loss of office
The only payments for loss of office relate to the 2022 LTIP outturn for the former Directors,
Andrew Shepherd and Lynsey Cross, who received the following share options. The reduction
from the number of shares originally granted reflects both the application of the performance
conditions and service-based pro-ration.
2022 LTIP outcome
Executive Shares granted Shares vesting
Andrew Shepherd 43,413 3,914
Lynsey Cross 15,758 369
Brooks Macdonald Group plc Annual Report and Accounts 202590

Share performance graph
The below chart compares Brooks Macdonald performance to that of the FTSE Small Cap index.
Total shareholder return
30 Jun 21
Value (£)
30 Jun 22 30 Jun 23 30 Jun 24 30 Jun 25
Brooks Macdonald Group FTSE Small Cap
120
110
100
90
80
CEO – Five-year single figure total remuneration table
The table below sets out the total
remuneration for the Group CEO over the
same five-year period as for the chart above,
together with the percentage of annual bonus
earned and the vesting of long-term incentives
as a percentage of the maximum (relating to
the performance periods ending in that year).
FY21
1
FY22 FY23 FY24
FY25
3
CEO -
Andrea
Montague
FY25
3
CEO -
Andrew
Shepherd
Listing AIM AIM AIM AIM
AIM /
Main Market AIM
Single figure
remuneration (£’000) 549 1,419 878 946 1,032 177
Annual bonus payout
(% of maximum) 0.0 87.3 67.5 68.5 79.0 N/A
Vesting of LTIP
(% of maximum)
2
25.0 25.0 25.0 10.0 N/A 10.0
1
For FY21 no bonus was paid to the Chief Executive for that reporting period, Caroline Connellan, who resigned on
27 May 2021 and did not receive a bonus payment. The wider Executive Director bonus outturn in that year was 80%
of maximum. Had the bonus been payable at 80% of maximum, the normalised view of the single figure would have
been £986k.
2
A performance LTIP was introduced in 2021. The performance outturns from the 2021 and 2022 performance
LTIPs are reported against FY24 and FY25, respectively, at the point performance was assessed. The LTIP outturn
percentages reported for FY21 to FY23 in the table, are normalised values for comparison purposes only, that show
the value of the non-performance (RSU-based) LTIPs from the perspective of performance LTIPs where maximum
opportunity is 200% of base salary.
3
For FY25, the table illustrates the full year of fixed pay and FY25 bonus for the current CEO Andrea Montague and
reflects that she was not eligible for a vesting LTIP award in the period. For the former Chief Executive, Andrew Shepherd,
who stepped down from being a Director at 30 September 2024, the table reflects his fixed pay for the three-month
period he was a Director, the value of his vesting 2022 LTIP award and that he did not receive an FY25 bonus award.
FY25 CEO and employee pay ratio
UK regulations require Main Market listed
companies with more than 250 UK employees
to publish the relative level of pay received by
the Chief Executive compared to employees
using a ratio. Of the acceptable reporting
methodologies, the Company has adopted
reporting Option B as the basis for presenting
its FY25 CEO and employee pay ratio, which
identifies the lower quartile, median and
upper quartile employee pay levels using the
Company’s latest gender pay gap reporting
population. The use of Option B, rather
than Option A, reflects that FY25 bonus
information is not available at the time of
report drafting.
Year
CEO Single
Figure
(£’000s) Method
25th
Percentile
pay ratio
Median pay
ratio
75th
Percentile
pay ratio
2025 1,032 B 22:1 13:1 6:1
Year
Supporting
Information
25th Percentile
(£)
Median
(£)
75th Percentile
(£)
2025 Salary 40,833 64,167 99,167
2025
Total pay and
benefits 46,877 76,711 177,283
The quartile positions were identified using the
5 April 2024 gender pay gap snapshot date that
formed the basis of the latest gender pay gap
results published by the Company in April 2025.
The earnings published for these quartiles
reflect the earnings of the identified employees
in the FY25 reporting period. This basis aligns
the reporting timeframe of employee pay with
that of the CEO remuneration reported in the
FY25 Single Figure Table.
The Committee is satisfied that the individuals
identified within each relevant percentile
appropriately reflect the employee pay profiles
at those quartiles and that the overall picture
presented by the ratios is consistent with the
pay and reward policies in place. Due to the
CEO’s relatively recent appointment, no value
is currently attributed for LTIP due to her recent
grants being currently unvested. The first LTIP
performance assessment for CEO, which will
determine the first LTIP value reported for
the CEO pay ratio, will be her 2023 LTIP with
the performance period ending in FY26. The
portion of this LTIP that vests will be reported
in the FY26 Single Figure Table. It should
therefore be expected that the ratio will widen
next year in the normal course of events when
this additional element becomes reportable
and that the ratio will vary from year to year
because of the variable pay elements included
in the Chief Executive’s remuneration.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 91
Governance
Report
Strategic
Report

Relative importance of spend on pay
The table below compares the year-on-year relationship between the total value of all
remuneration paid to employees and the value of dividends paid to shareholders over the
same period.
2024
£m
2025
£m % change
Distribution to shareholders
1
12,499 12,523 0.2%
Total employee pay
2,3
50,299 51,035 1.5%
1
For FY24, the distribution to shareholders reflects the combined value of the FY24 interim dividend (£4,627 million
– 29.0p per share) paid in FY24, and the FY24 final dividend (£7,872 million – 49.0p per share) paid in early FY25. For
FY25, the distribution to shareholders reflects the combined value of the FY25 interim dividend (£4,823 million –
30.0p per share) paid in FY25, and the FY25 final proposed dividend (£7.9m - £51.0p per share) paid in early FY26.
2
The total employee pay figure includes all costs in respect of salaries, fees, social security, pensions, share-based
payments and redundancy costs for each reporting period.
3
Total employee pay reflects the current continuing operations basis for both FY24 and FY25.
4
The value of distribution to shareholders excludes the value of the share buy-back initiative that took place in FY25,
which distributed a further £8.5m to shareholders in the reporting period.
UK Corporate Governance Code and FCA
Remuneration regulations
The Committee regularly monitors how remuneration policy and its implementation meet the
requirements of both UK Corporate Governance Code requirements, and the FCA Remuneration
Codes that apply across the Group’s regulated entities. Details of these reviews are included in
the Activities of the Committee during the year section on page 81. The Committee considers
that our Directors’ Remuneration Policy effectively addresses the principles set out in the UK
Corporate Governance Code, as follows.
Code principle Remuneration Policy approach
Clarity and
simplicity
The Remuneration Committee considers simplicity and transparency
in the design and operation of Executive Director pay and benefits.
Revisions to key benefits, such as pension, have sought to both
initially simplify and align pension contributions at a single, common
rate. Executive Director fixed pay also follows a simple and
transparent approach, with base salary and an option to receive
a part of pension contributions in cash, being the only elements.
The Remuneration Committee, in reviewing the design of annual
bonus and long-term incentive plans, works, where appropriate, in
consultation with key shareholders to incorporate only measures and
metrics that are relevant performance benchmarks. This approach
supports the assessment of variable pay outcomes being visible to
all stakeholders.
Code principle Remuneration Policy approach
Risk
Our corporate governance structure is designed so that the
Remuneration Committee and Risk Committee are comprised of
the same Non-Executive Directors. This provides for joined-up
supervisory oversight between emerging or crystallised risks and
remuneration outcomes. The design of our policy also enables
independent control over remuneration outcomes. Risk and Control
function input is considered in the determination of Executive
Director variable outcomes, which are made on a discretionary basis,
supporting alignment between organisational risk outcomes and
Executive Director remuneration outcomes. The high proportion
of Executive Director variable pay that is awarded in deferred
shares options, seeks to deter short-term risk taking and align
Executive Director and shareholder interests over the longer term.
All Executive Director variable pay is also subject to malus and
clawback provisions.
Predictability and
proportionality
Our Policy, which will be presented for approval at the October
2025 AGM, identifies the maximum opportunity for each component
of executive remuneration and also illustrates potential total
remuneration outcomes in various performance scenarios. These
disclosures provide transparency to, and understanding of, the full
range of performance-based remuneration outcomes. In reviewing
fixed and variable pay outturns, the Remuneration Committee
considers both the equivalent outcomes of the wider workforce,
and the underlying performance of the Company in the event this
is not fully reflected in the approved performance measures. The
Remuneration Committee’s discretion in this area enables Executive
Director variable pay outcomes to remain proportionate to the
underlying performance of the Company, aligned to customer
and shareholder outcomes, and consistent with the outcomes
of employees.
Alignment to
culture
The selection and weighting of financial and non-financial measures
for both annual bonus and long-term incentive plans is designed to
reinforce the Company’s values and behaviours that support the
delivery of long-term sustainable returns to shareholders
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202592

Remuneration Committee
The members of the Committee as at the
end of the FY25 reporting period are John
Linwood as Chair, Dagmar Kershaw, Robert
Burgess and James Rawlingson. Maarten
Slendebroek attends the Committee, but is
not a member.
There were five scheduled Committee
meetings during FY25, with members also
attending a number of additional ad hoc
meetings. Members’ attendance of scheduled
meetings is set out in the summary table
on page 70.
The full responsibilities of the Committee
are set out in the Committee’s Terms of
Reference, which are reviewed annually and
are available on the Group’s website.
During the year, the Committee received
independent advice from Korn Ferry (UK)
Limited (“Korn Ferry”). Korn Ferry were
appointed by the Committee in FY23 and
provided advice in relation to remuneration
market trends, executive incentive design,
director market benchmarking and Main
Market remuneration policy guidance. Fees
were charged on a retained basis, with the
total fees paid to Korn Ferry in respect of
its services to the Committee being £17,000
+ VAT for the FY25 reporting period. No
other services were provided by Korn
Ferry during the year, and the Committee is
satisfied that the advice received is objective
and independent.
Implementation of the policy in FY26
Overview of the implementation of Remuneration Policy in the year FY26
CEO
Andrea Montague
CFO
Katherine Jones
Base Salary
£473,800 £386,250
Pension and ancillary benefits
Pension contribution initially 6% of salary, increasing to 9% at 1 January 2026 – aligned to the wider workforce
Taxable benefits relate to the provision of medical insurance benefit
Annual bonus
• Max: 150% of salary
• Performance conditions: Gross revenues (20%), net (organic) flows as a % of opening FUM (20%), underlying PBT (6.6%), underlying PBT margin (6.6%),
cost/income ratio (6.6%), and non-financial strategy, client, people and risk objectives (40% in total)
Long-Term Incentive Plan
• Annual grant: 200% of salary
• Performance conditions to be disclosed in autumn 2025 at time of grant.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 93
Governance
Report
Strategic
Report

Base salary and benefits
The Executive Directors’ salaries were
increased by 3% in line with the average level
of increase applied to the workforce over the
year, reflecting that the Company operates a
targeted approach to salary increases, rather
than an inflationary approach.
The are no changes to pension and benefits
except for the increase in employer pension
contribution to 9% effective 1 January 2026
and applicable for the workforce as a whole.
FY26 annual bonus
Annual bonus maximum opportunity
remains at 150% of salary for both of the
Executive Directors.
There are no changes to the measures and
weightings for the annual bonus from FY25.
Financial category Category measure(s)
Weighting within
overall bonus
Revenue FY26 Gross revenues target (£m) 20.0%
Flows Net (organic) flows as a % of opening FUM (%) 20.0%
Profit and
Operating Efficiency
Underlying PBT (£m)
Underlying PBT margin (%)
Cost / income ratio (%)
6.67%
6.67%
6.67%
The targets and associated ranges for the
above measures are considered price
sensitive and will be fully disclosed in the
FY26 Annual Remuneration Report, along the
with Committee’s outturn assessment.
The 60/40 scorecard weighting between
financial and non-financial objectives will
continue to operate with non-financial
measures remaining focused on the categories
of strategy and growth, client, people and risk.
2025 LTIP
There is no change in LTIP award opportunity
level from the 2024 LTIP grants with both
Executive Directors at 200% of salary.
A review of long-term incentive measures
is currently underway for the upcoming
2025 LTIP awards and is nearing completion.
This review has been undertaken to ensure
the 2025 LTIP effectively measures and
incentivises the delivery of the key business
priorities over the next three years. The
Committee will engage shareholders for
feedback on changes to any measures prior
to their implementation and full details of
measures and target ranges will be disclosed
as appropriate at the time of LTIP grant in
autumn 2025.
Non-Executive Director remuneration for the financial year
ending 30 June 2026
The fee for the Chair of the Board and the Non-Executive Director base fee increased by 2%
from the beginning of FY26. There are no immediate changes to the other fees, pending a review
in FY26.
Fee structure between FY25 and FY26 is shown in the below table.
FY26
£’000
FY25
£’000
Change
in fees
Chair fee 224.4 220.0 2.0%
Non-Executive Director base fee 71.4 70.0 2.0%
Senior Independent Director fee 12.5 12.5 0.0%
Committee Chair fee 12.5 12.5 0.0%
Investment Committee attendance fee 5.0 5.0 0.0%
Compliance with the FCA Remuneration Code (SYSC19.G)
The Committee reviews the Group’s remuneration policies and practices against the
requirements of the MIFIDPRU Remuneration Code on an annual basis to ensure that the policies
and the way in which they are implemented remain appropriate and proportionate to the nature,
scale and complexity of the risks that exist in the Group’s business model and activities.
Votes received on the Directors’ Remuneration report at the
2024 AGM
Votes for %
Votes
against %
Approval of the Directors’
Remuneration report 12,897,275 97.86% 282,145 2.14%
Approval
This report in its entirety has been approved by the Committee and the Board of Directors on its
behalf by:
John Linwood
Remuneration Committee Chair
3 September 2025
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202594

Directors’ Remuneration policy
Set out below is the Brooks Macdonald
Directors’ Remuneration Policy (“the Policy”)
which will be subject to a binding shareholder
vote at the 2025 AGM on 28 October 2025.
1. Remuneration Policy
principles
• To provide a ‘pay for performance’
framework to attract and retain Executive
Directors while driving and rewarding
achievement of the business strategy;
• To align remuneration outcomes with
the delivery of our business strategy,
objectives, values and long-term interests
and outcomes of the Group’s employees,
customers and shareholders;
• To ensure that remuneration is set at an
appropriate level, taking into account
market rates and best practice;
• To ensure the ratio between fixed and
variable remuneration is appropriate and
does not encourage excessive risk-taking;
• To manage and mitigate potential conflicts
of interest;
• To support the Equality Act 2010 and
deliver gender neutral remuneration
outcomes;
• To promote sound and effective risk
management; and
• To comply with all regulatory
requirements.
The Policy table:
Base salary
Pay element and purpose
Provides fixed remuneration at an appropriate level to attract, retain and engage talent.
Operation
Individual levels of base salary are reviewed annually with any increases normally effective from 1 July, unless
there are reasons for increase at another time of the year.
The review will take into account several factors including (but not limited to):
• The Executive’s role, experience and skills;
• The remuneration policies, practices and philosophy in place;
• Business and individual performance;
• Regulatory requirements;
• Market data for similar roles and comparable companies; and
• The economic environment.
Opportunity
While there is no maximum increase or maximum salary amount, increases as a percentage of salary will
normally be aligned to those of the wider workforce, although the Committee may determine that it is
appropriate to make higher increases than this considering the factors set out above.
Pension
Pay element and purpose
To provide a competitive level of retirement benefits.
Operation
Executive Directors receive a pension contribution which can either be paid into the Group’s defined
contribution pension scheme, paid into an alternative pension scheme, or taken in cash (in part or in full).
Opportunity
Pension contribution rate not more than that available to the workforce. Pension contributions will increase
from 6% of base salary earnings to 9% of base salary earnings at 1 January 2026.
Benefits
Pay element and purpose
To provide a competitive level of insured and other benefits.
Operation
Executive Directors receive non-contractual benefits which presently include private medical insurance,
income protection insurance, life assurance, critical illness insurance, as well as an annual health assessment
and access to a green vehicle through a company scheme.
The Committee may provide other benefits including (but not limited to) location or relocation expenses,
tax equalisation and support in meeting specific costs incurred by Executives where it deems this to
be appropriate.
The Committee reviews benefit eligibility and cost periodically.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 95
Governance
Report
Strategic
Report

Annual Bonus
Purpose
To drive and reward the delivery of sustainable performance over the annual performance period. Longer-term interests and outcomes are aligned with those of
shareholders and other stakeholders through annual bonus deferral.
Operation
The Annual Bonus award will be determined by the Committee according to performance against financial and non-financial performance targets.
No more than two-thirds of the Annual Bonus earned will be paid in cash. The remaining amount will be deferred and be released pro-rata over three years. This
deferral may be in the form of conditional awards or options over ordinary shares which will normally vest at the end of the deferral period or by the transfer of
ordinary shares to the executive which are beneficially owned but subject to a holding period.
The Group’s control functions will input into the assessment of performance to ensure the appropriate alignment between risk and remuneration outcomes.
Malus and clawback provisions apply to Annual Bonus awards under the Group’s Malus & Clawback policy.
Performance measures
The Annual Bonus outcome is normally determined based on the satisfaction of a range of financial and non-financial objectives set by the Committee.
The majority of the Annual Bonus outcome will be based on financial performance.
Performance measures will be set each year in line with Company strategy.
No more than one-third of the Annual Bonus maximum opportunity is payable for delivering a threshold level of performance.
The Committee retains the discretion to adjust the Annual Bonus outcome if the Committee considers that such outcome is not a fair and accurate reflection
of underlying business performance.
Opportunity
The maximum Annual Bonus opportunity for the Executive Directors is up to 150% of salary.
LTIP
Purpose
To drive and reward the achievement of long-term sustainable growth and shareholder value and also provide alignment with shareholders’ interests through
greater Executive Director share ownership.
Operation
Executive Directors may be considered for performance-based LTIP awards in the form of conditional shares or nil cost options.
Awards will vest at the end of a performance period of normally three-years, subject to the satisfaction of performance targets and normally provided that the
Executive Director remains employed by the Group.
A holding period will apply so there is a five year period from the grant of an award and the earliest opportunity to sell the shares acquired (subject to any sales
required to pay taxes on vesting or option exercise).
An additional payment, normally in shares, may be made equal to the value of dividends which would have accrued on vested shares.
Malus and clawback provisions apply to LTIP awards under the Group’s Malus and clawback Policy.
Performance measures
Awards vest subject to the achievement of performance targets. The majority of the LTIP opportunity will be aligned to the financial performance measures.
Threshold performance for each measure will normally result in no more than 25% of that portion of the award vesting. Furthermore, in normal circumstances,
it is expected that the pay-out of any of the non-financial element is dependent on threshold vesting of at least one part of the financial element.
The Committee retains the discretion to adjust the LTIP outcome if the Committee considers that such outcome is not a fair and accurate reflection of
underlying business performance.
Opportunity
The maximum LTIP award level for the Executive Directors is up to 200% of salary.
Directors’ Remuneration policy continued
Brooks Macdonald Group plc Annual Report and Accounts 202596

All employee share plans
Pay element and purpose
To provide greater alignment with shareholders and to promote Executive Director share ownership.
Operation
The Executive Directors may participate in any all-employee share plans approved by regulators and operated by the Group.
Performance measures
Aligned to the respective plan.
Opportunity
Participation will be capped by the HMRC limits applying to the respective plan.
Shareholding requirements
Pay element and purpose
To provide alignment with shareholders’ interests and the long term sustainable performance of the Group.
Operation
During employment
Executive Directors are required to build up and retain a shareholding equivalent to 200% of their base salary within five years of commencing in role.
Post-employment
Any Executive Director ceasing to be an Executive Director is required to retain the lower of the shares held on ceasing to be an Executive Director and shares
to the value of 100% of salary for a period of two years. This requirement applies to shares acquired from incentives awarded following the approval of this Policy
and not to shares acquired from awards granted before then or to shares acquired with the Executive Directors’ own funds. In exceptional circumstances the
Committee may amend this requirement.
Non-Executive Directors
Pay element and purpose
To provide an appropriate fee level to attract and retain Non-Executive Directors and to appropriately recognise the responsibilities and time commitment
of the role.
Operation
Non-Executive Directors are paid a base fee and additional fees as are determined appropriate for additional roles such as for acting as Senior Independent
Director and as Chair or member of Board Committees (or to reflect additional responsibilities and / or additional/unforeseen time commitments).
Neither the Chair of the Board nor the Non-Executive Directors participate in any benefits, incentive or share plans.
The fee for the Chair of the Board is set by the Committee, the Non-Executive Directors’ fees are set by the Board (excluding the Non-Executive Directors).
Normally fee increases will be in line with the increase in salaries for the rest of the workforce.
The Company will reimburse any reasonable expenses incurred (and related tax if applicable).
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 97
Governance
Report
Strategic
Report

Notes to the policy table
Choice of performance measures
Each year the Committee will select the
most appropriate financial and non-financial
performance measures for the Annual
Bonus and LTIP. The measures selected will
be aligned with Company strategy and key
performance indicators.
Legacy arrangements
For the avoidance of doubt, the Committee
may approve payments to satisfy
commitments agreed prior to the approval
of this Remuneration Policy, for example, any
commitment made to a person before that
person became a Director and remuneration
awarded under a prior remuneration policy.
Discretion
The Committee operates the Annual Bonus
and LTIP according to their respective rules.
The Committee retains discretion as to
the operation and administration of these
incentive plans, within the limits of the plan
rules, including but not limited to:
• Participants;
• Timings of grant and/or payment;
• Award size and/or payment;
• Settlement of the award;
• Choice and adjustment of performance
measures and targets;
• Adjustment to outcomes if they are
considered to be inappropriate, taking into
account any relevant factors;
• Measurement of performance in certain
circumstances such as change of control
or other corporate events; and
• Determination of a good leaver.
More generally, the Committee may make
minor amendments to the arrangements for
the Executive Directors as described in the
Policy, for regulatory, exchange control, tax or
administrative purposes, or to take account of
a change in legislation.
Malus and clawback
Both the Annual Bonus and LTIP arrangements
are subject to malus and clawback in line
with the Group’s Malus & Clawback Policy.
Under the malus provision, the Committee
may apply its discretion to reduce (including
to nil) any awards prior to the award vesting, if
circumstances arise which justify a reduction.
Under the clawback provision, the Committee
has discretion to require an Executive Director
to pay back vested awards. Clawback applies
for three years from the later of the date the
variable pay award (or relevant part of the
award) is settled, or expiry of any related
retention period, or such longer time as is
specified in any applicable regulatory rules in
force from time to time.
The circumstances in which the Committee
may consider it appropriate to apply clawback
and/or malus include, but are not limited to
those summarised below:
• Behaviour by an Executive Director which
fails to reflect the Group’s governance and
business values;
• The extent to which any condition was
satisfied was based on an error, or on
inaccurate or misleading information or
assumptions which resulted either directly
or indirectly in an award being granted
or vesting to a greater extent than would
have been the case had that error not
been made;
• Material adverse change in the financial
performance of the Company;
• A material financial misstatement of
Company’s audited financial accounts
(other than as a result of a change in
accounting practice);
• Any action which results in or is
reasonably likely to result in reputational
damage to the Company;
• A material failure in risk management;
• Corporate failure;
• Negligence or gross misconduct of an
Executive Director; and/or
• Fraud effected by or with the knowledge
of an Executive Director.
Fixed pay elements of remuneration are not
subject to malus and clawback provisions.
Directors’ Remuneration policy continued
Brooks Macdonald Group plc Annual Report and Accounts 202598

Approach to remuneration for new
Executive Director appointments
The remuneration arrangements for a new
Executive Director are set in line with the
Policy applicable at the time of appointment.
The Committee is mindful that the Company
should avoid paying more than is necessary to
recruit the desired candidate.
Set out below is the Group’s Policy on
the remuneration of Executive Director
appointments.
External appointment to the Board
Salary
Base salary would be set at an appropriate level considering the factors mentioned in the Policy table above.
Relocation
If an Executive Director needs to re-locate in order to take up the role, the Group would pay to cover the costs
of relocation including (but not limited to), actual relocation costs, accommodation for an appropriate period
as determined by the Committee and travel expenses.
Buy-out awards
For external appointments, the Committee may (if it is considered appropriate) provide a buy-out award
which is in the Committee’s determination as far a possible equivalent to the value of any outstanding
incentive awards (or other benefits as applicable) that will be forfeited on cessation of a director’s previous
employment. To the extent possible, the buyout award of any incentive forfeited will be made on a broadly
like for like basis. The award will take into account the performance conditions attached to the vesting of
the forfeited incentives, the timing of vesting, the likelihood of vesting and the nature of the awards (cash or
equity). Any such buyout award may be granted under the LTIP or the provision available under UKLA Listing
Rule 9.4.2. to enable awards to be made outside the LTIP in exceptional circumstances.
All buy-out awards would be structured in order to comply with relevant regulatory requirements.
Annual Bonus
Joiners may receive a pro-rated Annual Bonus based on their employment as a proportion of the financial year
and targets may be different to those set for another Executive.
LTIP
Grants will be set in line with the Policy in the year of joining.
Other elements
Benefits and pension will be set in line with Policy.
Internal appointment to the Board
Summary
When existing employees are promoted to the Board, the above policy will apply, from the point where they
are appointed to the Board and not retrospectively. In addition, any existing awards will be honoured and form
part of ongoing remuneration arrangements.
Non-Executive Directors
Summary
Fees will be in line with the Policy and the fees provided for the other Non-Executive Directors.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 99
Governance
Report
Strategic
Report

Exit payment policy
Any payments in the event of termination of
an Executive Director will take account of the
individual circumstances, including the reason
for termination, any contractual obligations,
consideration for payments in respect of
the resolution of legal claims, the rules of the
applicable incentive plans and the Policy in
place at the time. In the event of termination
for gross misconduct, neither notice nor
payment in lieu of notice will be given, and the
Executive Director will cease to perform their
services immediately.
Treatment of Annual Bonus and LTIP will vary
depending on whether an Executive is defined
as a ‘good’ or ‘bad’ leaver. The Committee
has the discretion to determine whether an
Executive is a good leaver. Reasons for good
leaver treatment are detailed in the plan rules
and include, but are not limited to, retirement,
injury, illness or disability, or otherwise with
the agreement of the Committee.
The treatment of the various elements of pay
on termination are summarised below.
Exit payment policy
Salary, benefits and
pension
If notice is served by either party, the Executive will receive base salary, benefits and pension for the duration
of their notice period. The Executive may be asked to perform their normal duties during their notice period, or
they may be put on garden leave. The Group may, at its sole discretion, terminate the contract immediately, at
any time after notice is served, by making a payment in lieu of notice equivalent to salary, benefits and pension,
with any such payments being paid in monthly instalments over the remaining notice period. The Executive will
normally have a duty to seek alternative employment and any outstanding payments will be subject to offset
against earnings from any new role.
Annual Incentive
Good leavers will be eligible to receive an Annual Bonus at the usual time with performance measured at usual
time. The Annual Bonus will normally be pro-rated for service during the financial year.
Bad leavers will not be eligible to receive an Annual Bonus and any unvested deferred shares or unexercised
share awards will be forfeit on cessation of employment.
For good leavers, unvested and unexercised deferred share awards will not be forfeited immediately on a
cessation of employment, but will remain subject to clawback. Shares subject to a holding period will usually
be released at the normal time.
For good leavers, the Option Period associated with any shares awards may be shortened in accordance with
the plan rules.
LTIP
Awards are forfeited on cessation of employment save for “good leavers” (where awards will normally vest
subject to performance conditions and are normally scaled back pro rata to the proportion of the performance
or vesting period served).
Shares subject to a holding period will usually be released at the normal time.
For good leavers, the Option Period associated with any shares awards may be shortened in accordance with
the plan rules.
Directors’ Remuneration policy continued
Brooks Macdonald Group plc Annual Report and Accounts 2025100

Service Agreements and Letters of Appointment
Executive Directors
The Executive Directors have permanent, rolling service contracts requiring 12-months’ notice of
termination from either party as shown below:
Executive Director
Date of
appointment
Notice from
the Company
Notice from
the individual
Andrea Montague 01 August 2023 52 weeks 52 weeks
Katherine Jones 14 November 2024 52 weeks 52 weeks
Chair and Non-Executive Directors
The Chair and the Non-Executive Directors have letters of appointment.
Non-Executive Directors
Date of
appointment
Notice from
the Company
Notice from
the individual
Maarten Slendebroek 27 November 2023 6 months 6 months
Robert Burgess 01 August 2020 3 months 3 months
Dagmar Kershaw 01 July 2020 3 months 3 months
John Linwood 19 September 2018 3 months 3 months
James Rawlingson 02 March 2023 3 months 3 months
External appointments
Directors are only permitted to take on
external appointments with the approval of
the Board. Such approval will only be given
where the appointment will not impact on the
Director’s ability to devote sufficient time to
their responsibilities with the Group.
Consideration of employment
conditions elsewhere in the Group
A consistent remuneration philosophy is
applied to all employees across the Group
with the structure of the reward package for
the wider employee population based on the
principle that it should be sufficient to attract
and retain the best talent and be competitive
within our industry.
All employees are normally eligible to receive
a discretionary performance-related annual
bonus based on financial and non-financial
objectives. The principle of mandatory
bonus deferral applies to all MRTs and to
employees whose bonuses exceed certain
monetary thresholds.
Each year the Committee reviews the
structure and quantum of the remuneration
framework for employees, as well as the
remuneration of the wider workforce, to
enable the Committee to consider the
broader employee context when setting
the Policy and making Executive Director
remuneration decisions.
Consideration of shareholder views
The Committee will engage with shareholders
on key remuneration matters and understands
the importance of meeting shareholders
regularly to understand their views on
the Executive Directors’ remuneration
arrangements and to consider how these
should be taken into account when designing
remuneration arrangements.
The Committee will monitor developments
in corporate governance and market
practice as well as shareholder views when
reviewing executive remuneration structure
and operation.
Summary of decision
making processes
During the year, the Committee reviewed
the Policy to ensure that it supports the
execution of Group’s strategy and the delivery
of sustainable long-term shareholder value.
The Committee took into account the UK
Corporate Governance Code, its move from
AIM to the Main Market (and market practice
and investor expectations as a result of this),
regulatory requirements applicable to the
Group, wider workforce remuneration and
emerging best practice in relation to Executive
Director remuneration, as well as input from
management and its independent advisors.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 101
Governance
Report
Strategic
Report

FY26 remuneration scenarios for Executive Directors
The charts below illustrate the potential remuneration opportunities for the Executive Directors
during FY26 based on different performance scenarios.
Below target
100%
Target Maximum Below target Target Maximum
Chief Executive Officer Chief Financial Officer
£3,500k
£3,000k
£2,500k
£2,000k
£1,500k
£1,000k
£500k
£-
35% 23%
33%
33%
33%
44%
100% 35% 23%
33%
33%
33%
44%
£505k
£1,453k
£2,164k
£2,637k
£409k
£1,182k
£1,761k
£2,148k
Fixed pay Annual bonus LTIP LTIP with 50% Share price growth
Scenario
Salary, pension
and benefits
Annual Bonus
outcome (% of
maximum)
LTIP outcome (% of
maximum)
Minimum (fixed
remuneration)
In-line with
contractual
entitlement
Nil Nil
On-plan performance
(target achievement) for
illustrative purposes only 66.6% 50%
Maximum performance
(exceeds target) 100% 100%
Maximum performance plus
share price appreciation 100%
100% + 50% share
price growth
Directors’ Remuneration policy continued
Brooks Macdonald Group plc Annual Report and Accounts 2025102

Risk and Compliance Committee report
Chair comment
As Chair of the Risk & Compliance Committee,
I am pleased to present the Committee’s
report for the year ended 30 June 2025.
Our risk governance and risk processes
are designed to enable our firm to manage
risk effectively, avoiding harm to clients
and the firm and supporting the delivery
of our strategic objectives. Over the past
year, the Committee has focused on
emerging risks and potential black swan
events, further embedding the Consumer
Duty and the Taskforce on Climate-related
Financial Disclosures (“TCFD”), reviewing the
effectiveness of the Group’s risk management
and internal control framework and monitoring
its principal risks.
Role and responsibilities
The Committee assists the Board in meeting
its risk management, regulatory, compliance
and internal control responsibilities. In
discharging these governance responsibilities,
the Committee Chair liaised closely with the
Chair of the Audit Committee to ensure a
clear allocation of responsibilities between
the two Committees, ensuring governance
completeness across the risk landscape.
The Risk and Compliance Committee
monitors the effectiveness of the Group’s risk
management and internal control framework.
The full responsibilities of the Committee
are set out in the Committee’s Terms of
Reference, which are reviewed annually and
available on the Group’s website.
Composition and meetings
The Committee comprises only independent
Non-Executive Directors. The members
include Robert Burgess, John Linwood,
Dagmar Kershaw and James Rawlingson.
Robert Burgess was the Chair of the
Committee during the year.
Collectively, the Committee considers
that its membership has the appropriate
expertise to discharge its responsibilities
effectively, including relevant wealth
management, financial, risk management,
compliance, regulatory, legal, and cyber and
resilience experience.
The Committee’s attendance during the year
ended 30 June 2025 is set out in the summary
table on page 70.
The business maintained its focus on principal risks
that may impact the Group, enhancing its resilience
and positive client outcomes.”
Robert Burgess
Risk and Compliance Committee Chair
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 103
Financial
Statements
Company
Financial Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 103

The Committee’s areas of focus
Risk appetite
• Overseeing and recommending to the Board the Group’s risk appetite statements, key risk indicators and tolerances for controlling risk within the
Board’s stated appetite;
• Monitoring the Group’s risk appetite statements, key risk indicators and tolerances; and
• Reviewing any outside of appetite risks and assessing the adequacy of mitigating or remedial actions to bring the risks within the Group’s risk appetite.
Capital and liquidity
requirements
• Overseeing the Group’s Internal Capital Adequacy and Risk Assessment (“ICARA”) process and its compliance with regulatory capital and liquidity requirements;
• Recommending the material harm scenarios to be considered and stress tested in the ICARA, as well as liquidity stress tests to be undertaken;
• Reviewing and challenging the methodology and output of stress tests, considering recommended management responses, and ensuring that results are
incorporated appropriately in the Group’s capital and liquidity planning; and
• Ensuring that ongoing consideration is given to capital and liquidity matters as decisions are taken by the Board and the Executive Committee.
Top-down and
emerging risks
• Monitoring external developments, for example competition, market conditions, macroeconomic and regulatory environment, taxation and legal developments,
in order to assess the potential impact on the Group;
• Periodically reviewing the Group’s potential risk exposures, and considering and challenging management’s methodology to identify and address such
exposures; and
• Recommending to the Board the principal risks to be reported in the Annual Report and Accounts.
Risk management
framework
• Reviewing the adequacy and effectiveness of the Group’s risk management and internal control systems. The CRO provides a quarterly update on its effectiveness;
• Reviewing the Group’s approach to the management of outsourcing arrangements;
• Maintaining oversight of material issues, errors, breaches and complaints, including consideration of the adequacy of management actions proposed and any
consequent implications for the Group’s risk appetite status and framework;
• Overseeing the scope and effectiveness of second-line assurance work, whilst considering the results of work undertaken by the third line as far as it affects the
Committee’s areas of responsibilities; and
• Ensuring that the second-line assurance programme is adequate in view of the complexity and risk profile of the Group, whilst monitoring completion of its work
and overseeing remedial actions arising as appropriate.
Overseeing regulatory
compliance
• Considering regulatory developments and the potential impact on the Group;
• Reviewing key regulatory topics through reports prepared by second-line teams; and
• Overseeing regulatory-related projects.
Oversight of the
effectiveness of the
Risk and Compliance
functions
• Safeguarding the independence of the Risk and Compliance teams, and reviewing the adequacy of resources, reporting any concerns to the Board;
• Receiving reports from second-line teams, in particular the CRO, and promoting an open and transparent risk culture;
• Maintaining effective oversight of the Risk and Compliance functions, monitoring performance against plan; and
• Reviewing key communications with regulators and fostering a culture of cooperation and compliance.
Risk and Compliance Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 2025104

Some of the Committee’s key considerations are outlined in the table below:
Main activities during the year
Risk assessment
Reviewed risks faced by the Group, including emerging risks with particular focus on operational, investment, resilience, outsourcing and
suitability risks that may impact the Group’s business model, future performance, solvency or liquidity and reputation.
Risk management and internal controls
Reviewed the adequacy and effectiveness of the Group’s risk management and internal control systems.
Third-party risk management
Reviewed the third-party outsourcing oversight process by the first and second line, particularly the impact to the firm as it embeds a
new operating model.
Regulatory development
Reviewed key risks in relation to regulatory change with specific focus on further embedding the Consumer Duty and TCFD.
Annual suitability reviews
Reviewed the Group’s approach and completion rates for annual suitability reviews.
ICARA
Reviewed the ICARA process undertaken in the year, including the material harm scenarios, stress tests and the level of capital and liquidity
resources required.
Client money and assets (“CASS”)
framework
Reviewed the structure and operating effectiveness of the Group’s CASS framework.
Focus for FY26
The Committee will continue its focus on any
emerging risks that may materialise. Key areas
of focus will be monitoring investment and
suitability risks and any risks that may arise
in relation to relation to the integration of
Group’s acquired firms. The Committee will
also support the Board in reviewing enhanced
risk management and internal control
reporting, in relation to changes to the UK
Corporate Governance Code, which will apply
for the financial year beginning 1 July 2025.
Approval
This report, in its entirety, has been approved
by the Committee and the Board of Directors
on its behalf by:
Robert Burgess
Risk and Compliance Committee Chair
3 September 2025
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 105
Governance
Report
Strategic
Report

Report of the Directors
The Directors present herewith their Annual
Report, together with the audited financial
statements of the Group for the year ended
30 June 2025.
Principal activities and
business review
Brooks Macdonald specialises in providing
investment management services in the UK.
The Company is a public limited company
whose shares are traded on Main Market of
the London Stock Exchange. A review of the
business, together with its strategic outlook
and future developments is set out in the
Strategic Report on pages 7 to 57, (Financial
Conduct Authority’s Disclosure Guidance
and Transparency Rule (“DTR”) rule 4.1.5R)
The Governance report, including the Audit,
Risk and Compliance, Nomination and
Remuneration Committee reports begins on
page 59 (DTR rule 7.2.1R). The Statement of
Directors’ responsibilities (DTR rule 4.1.5R is on
page 108. These are incorporated by reference
in this Report.
Section 172, employee and
other stakeholder engagement
When making decisions and setting the
Company’s strategy, the Directors of Brooks
Macdonald consider the long-term interests
of the Group. In doing so, they weigh the
competing interests of the Company’s
stakeholders and the effect their decisions
may have on these stakeholders. Further
information on how the Company considers
the interests of its stakeholders can be found
on pages 32 to 34 and more details of how
the Company seeks to limit its impact on the
environment are provided in the Responsible
business section starting on page 35.
Results and dividends
The Group’s statutory profit before taxation
for the year ended 30 June 2025 was
£17,519,000 (2024 restated: £24,615,000)
and the statutory profit after taxation was
£11,630,000 (2024 restated: £20,379,000).
The Directors recommend a final dividend
of 51.0p (2024: 49.0p) per share subject to
approval by the shareholders at the AGM on
28 October 2025. Once approved, this will be
paid on 4 November 2025 to shareholders on
the Company’s register at close of business
on 19 September 2025. An interim dividend
of 30.0p (2024: 29.0p) per share was paid on
14 April 2025. This results in total dividends
for the year ended 30 June 2025 of 81.0p
(2024: 78.0p) per share, representing a total
estimated dividend payment to shareholders
of £7.9m (2024: £7.9m).
Share capital
At the 2024 AGM, pursuant to section 551
of the Companies Act 2006, shareholders
approved a resolution giving the Board
authority to allot 5,549,160 shares (being just
less than one third of the issued share capital at
12 September 2024). Details of the Company’s
authorised and issued share capital, and
movements thereof, are set out in note 30 of
the Consolidated financial statements. The
Company has no preference shares in issue and
has one class of ordinary shares, which carry
no right to fixed income. There are no specific
restrictions on the size of a holding nor on the
transfer of shares, which are both governed
by the general provisions of the Articles of
Association and prevailing legislation. The
Directors are not aware of any agreements
between holders of the Company’s shares
that may result in restrictions on the transfer of
securities or on voting rights.
Purchase of own shares
At the 2024 AGM, shareholders approved a resolution granting the Board the authority to buy back
up to a maximum number of 823,747 of the Company’s shares. On 28 January 2025 the Company
announced a share buyback programme of up to £10 million, completing in September 2025. As
at 1 September 2025 the buyback has resulted in the repurchase in aggregate of 538,000 of the
Company’s shares at a total cost of £ 8,148,000. All of these shares were cancelled.
Directors and their interests
The Directors of the Company, who were in office during the year and up to the date of signing
the financial statements, are listed below, together with their beneficial interests in the share
capital of the Company.
Details of share options held by the Directors at the beginning and end of the year can be found
in the Remuneration Committee report on pages 86 to 90.
Number of shares 2025 2024
Chair
Maarten Slendebroek 1,375 –
Executive Directors
Andrew Shepherd
1
N/A 39,733
Andrea Montague 8,000 –
Katherine Jones
2
4,455 N/A
Non-Executive Directors
John Linwood 300 300
Dagmar Kershaw 840 840
Robert Burgess 3,044 3,044
James Rawlingson 500 500
1
Andrew Shepherd resigned as a Director on 30 September 2024.
2
Katherine Jones was appointed as a Director on 14 November 2024.
Employee share plans
Details of employee share plans are outlined in note 32 to the Consolidated financial statements.
Our Employee SAYE scheme is administered by Computershare. Our share-based long-term
incentive plans are administered by Investec.
Employee Benefit Trust
In 2010, the Group established an Employee Benefit Trust (“EBT”) to acquire shares in the
Company to satisfy awards made under the Group’s share-based incentive schemes. JTC
Employer Solutions Trustee Limited acts as the trustee of the EBT. During the year, the EBT
purchased 141,070 shares and sold or transferred out 125,634 shares.
Brooks Macdonald Group plc Annual Report and Accounts 2025106

Retirement and reappointment
of Directors
All of the Directors of the Group Board will
retire at the AGM and are eligible to nominate
themselves for election or re-election.
Employees
Details of the Group’s employment practices,
and its policies on diversity and inclusion, are
set out in the Responsible business section on
pages 36 to 40.
Political donations
The Group did not make any political
donations during the year (2024: £nil).
Insurance and Directors’
indemnities
The Company maintains appropriate
insurance cover in respect of litigation against
Directors and Officers. The Company has
granted indemnities to all of its Directors on
terms consistent with the applicable statutory
provisions. Accordingly, qualifying third-party
indemnity provisions, as defined by Section
234 of the Companies Act 2006, were in place
during the financial year and remain in force at
the date of this Report.
Internal controls and
risk management
The Board has ultimate responsibility for the
Group’s risk management and internal control
framework, but the Audit Committee and the
Risk and Compliance Committee assist the
Board in fulfilling these responsibilities. The
Audit Committee monitors the effectiveness
of the Group’s internal financial controls
and the Risk and Compliance Committee
monitors the effectiveness of the Group’s risk
management and internal control framework.
Further information on the responsibilities of
the Audit Committee and Risk and Compliance
Committee are contained in the relevant
committee sections. The Board considers that
the Group’s risk management and internal control
systems are operating effectively. The Group’s
principal risks are those that could result in
events or circumstances that might threaten the
Company’s business model, future performance,
solvency or liquidity and reputation. The Board
has carried out a robust assessment of the
Group’s principal risks and emerging risks. The
principal risks and emerging risks are included in
the risk management section on pages 55 to 57.
Financial risk management
and policies
Details of the Group’s financial risk
management objectives and policies are set
out in note 34 to the Consolidated financial
statements and in the Audit Committee report.
Events since the end of
the year
Details of events after the reporting date
are set out in note 39 to the Consolidated
financial statements.
Independent Auditors
The Audit Committee has recommended
to the Board that the incumbent auditors,
PricewaterhouseCoopers LLP (“PwC”), are
reappointed for a further term. PwC have
expressed their willingness to continue in
office as the Group’s appointed auditors and a
resolution to reappoint them will be proposed
at the forthcoming AGM.
Each of the Directors in office at the date of the
signing of this report confirms that, so far as they
are aware, there is no relevant audit information
of which the Group’s auditors are unaware. Each
Director has taken all reasonable steps that
they ought to have taken as a Director in order
to make themself aware of any relevant audit
information and to establish that the Group’s
auditors are aware of that information.
Going concern
The Group’s business activities, performance
and position, together with the risks it faces
and the factors likely to affect its future
development are set out in the Strategic report.
In view of the market volatility and economic
uncertainty experienced during the financial
year, the Directors reviewed the Group
financial forecasts prepared by management.
These covered the Group’s expected future
profitability, dividend policy and capital
and liquidity projections, including stressed
scenarios, such as a prolonged market
downturn. Management’s mitigating actions,
should these scenarios unveil, were also
assessed by the Directors.
As noted in the Viability statement on page
31, the Directors have considered the Group’s
prospects for a period exceeding 12 months
from the date the financial statements are
approved, and have concluded that the Group
has adequate financial resources over that
period and, accordingly, are satisfied that
the going concern basis for the preparation
of these financial statements is appropriate.
Management’s going concern assessment also
covered the net current liability position of the
parent company.
Annual General Meeting
The 2025 AGM will be held at 9am on
28 October 2025 at our head office at 21
Lombard Street, London. The notice of
the meeting, together with details of the
resolutions proposed and explanatory notes,
are enclosed with this Report and can also
be found on the Group’s website. Full details
of the meeting arrangements are given in the
AGM Notice of Meeting.
Substantial shareholdings
The table below shows the notifiable holdings of major shareholders in the voting rights of the
Company in accordance with tDTR Rule 5.1.2, as at 30 June 2025.
Shareholder
Number of
shares
% of total
voting rights
Gresham House Asset Management 3,281,693 20.44
Liontrust Asset Management 2,824,667 17.59
Aberforth Partners 2,067,205 12.87
Jupiter Asset Management 1,178,310 7.34
Brooks Macdonald Asset Management Limited 1,112,015 6.93
Artemis Investment Management 844,214 5.26
Chelverton Asset Management 609,008 3.79
On 2 July 2025 the Company was notified that Gresham House Asset Management’s holding
had increased to 3,371,037 shares (21.01%). On 3 September 2025 the Company was notified that
Liontrust Asset Management’s holding had decreased to 2,662,641 shares (16.66%). No further
notifications have been received under Rule 5 of the DTR as at the date of this report.
By order of the Board of Directors
Phil Naylor
Company Secretary
3 September 2025
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 107
Governance
Report
Strategic
Report

Statement of Directors’ responsibilities
in respect of the financial statements
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulation.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
have prepared the Group and the Company
financial statements in accordance with UK-
adopted international accounting standards.
Under company law, 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. In preparing
the financial statements, the Directors are
required to:
• select suitable accounting policies and
then apply them consistently;
• state whether applicable UK-adopted
international accounting standards have
been followed, subject to any material
departures disclosed and explained in the
financial statements;
• make judgements and accounting
estimates that are reasonable and
prudent; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for safeguarding
the assets of the Group and Company
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for
keeping adequate accounting records that
are sufficient to show and explain the Group’s
and Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Group and Company
and enable them to ensure that the financial
statements and the Remuneration Committee
report comply with the Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual
Report, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s and Company’s position and
performance, business model and strategy.
Each of the Directors, whose names and
functions are listed in the Governance report
confirm that, to the best of their knowledge:
• the Group and Company financial
statements, which have been prepared
in accordance with UK-adopted
international accounting standards, give a
true and fair view of the assets, liabilities
and financial position of the Group
and Company, and of the profit of the
Group; and
• the Strategic Report and Report of the
Directors includes a fair review of the
development and performance of the
business and the position of the Group
and Company, together with a description
of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the
date the Report of the Directors is approved:
• so far as the Director is aware, there is
no relevant audit information of which
the Group’s and Company’s auditors are
unaware; and
• they have taken all the steps that they
ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that
the Group’s and Company’s auditors are
aware of that information.
Andrea Montague
CEO
3 September 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025108

Report on the audit of the
financial statements
Opinion
In our opinion, Brooks Macdonald
Group plc’s group financial statements
and company financial statements
(the “financial statements”):
• give a true and fair view of the state of the
group’s and of the company’s affairs as at
30 June 2025 and of the group’s profit and
the group’s and company’s cash flows for
the year then ended;
• have been properly prepared in
accordance with UK-adopted
international accounting standards as
applied in accordance with the provisions
of the Companies Act 2006; and
• have been prepared in accordance with
the requirements of the Companies
Act 2006.
We have audited the financial statements,
included within the Annual Report and
Accounts (the “Annual Report”), which
comprise: the Consolidated statement of
financial position and Company statement
of financial position as at 30 June 2025; the
Consolidated statement of comprehensive
income, the Consolidated statement of cash
flows and Company statement of cash flows,
the Consolidated statement of changes
in equity and the Company statement of
changes in equity for the year then ended;
and the notes to the financial statements,
comprising material accounting policy
information and other explanatory information.
Our opinion is consistent with our reporting
to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the
financial statements section of our report.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the group in
accordance with the ethical requirements
that are relevant to our audit of the financial
statements in the UK, which includes the
UK Financial Reporting Council’s (“FRC’s”)
Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our
other ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and belief, we
declare that non-audit services prohibited by
the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 9, we
have provided no non-audit services to the
company or its controlled undertakings in the
period under audit.
Our audit approach
Overview
Audit scope
• The scope of our audit and the nature,
timing and extent of audit procedures
performed were determined based on our
risk assessment. The group comprised 29
legal entities across the UK and Channel
Islands during the reporting period. We
conducted audit testing over 15 legal
entities, including 1 entity in the Channel
Islands. Taken together, our audit work
accounted for more than 99.75% of
group revenues.
Key audit matters
• Recognition of investment management
fees (group)
• Acquisition accounting regarding the
acquisitions of CST Wealth, Lucas Fettes
and LIFT (group)
• Accounting and disclosure of the disposal
of BMI (group)
• Impairment assessment of Investment in
Subsidiaries (parent)
Materiality
• Overall group materiality: £1,154,800 (2024:
£1,289,000) based on 5% of profit before
tax adjusted for non-recurring items being
a £3.1 million VAT refund, costs relating to
the transition from AIM to the Main Market
of £1.9 million, organisational restructuring
costs of £2.1 million, acquisition and
integration costs of £4.4 million and legacy
legal costs of £0.3 million (note 15).
• Overall company materiality: £1,067,150
(2024: £1,272,900) based on 1% of
net assets.
• Performance materiality: £866,100 (2024:
£966,800) (group) and £800,350 (2024:
£954,690) (company).
The scope of our audit
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in
the auditors’ professional judgement, were of
most significance in the audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
identified by the auditors, including those
which had the greatest effect on: the overall
audit strategy; the allocation of resources
in the audit; and directing the efforts of
the engagement team. These matters, and
any comments we make on the results of
our procedures thereon, were addressed
in the context of our audit of the financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks
identified by our audit.
Acquisition accounting regarding the
acquisitions of CST Wealth, Lucas Fettes and
LIFT is a new key audit matter this year. The
IFRS 5 considerations relating to the strategic
review over the International business, which
was a key audit matter last year, has now been
replaced with a key audit matter relating to the
accounting and disclosure of the disposal of
BMI. Otherwise, the key audit matters below
are consistent with last year.
Independent Auditors’ report
to the members of Brooks Macdonald Group plc
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 109
Governance
Report
Strategic
Report

Independent Auditors’ report continued
Key audit matter How our audit addressed the key audit matter
Recognition of investment management fees (group)
Investment management fees are generated by Brooks Macdonald
Asset Management Limited (“BMAM”) and set out in note 6 to the
financial statements. Investment management fees of £66.2 million
represent approximately 59% of the group’s £111.6 million total
revenue. Recognition of investment management fees is a key
audit matter due to its size and the significant audit effort involved
in testing this revenue stream. Investment management fees
are calculated by applying each client’s fee rate to their funds
under management (“FUM”). The calculation is largely automated,
however there are a number of inherent risks including the manual
input of fee rates from client contracts and the existence and
valuation of funds under management, which could result in errors.
We performed the following procedures in relation to investment management fees:
• We understood and evaluated the design and implementation of key controls, including relevant Information Technology
controls, in place around the investment management fee process;
• For quarter ends, we reperformed the reconciliations of client cash and stockholding positions to external custody and
bank confirmations and obtained evidence for any differences on a sample basis;
• We agreed, on a sample basis, fee rates to client contracts;
• We tested the valuation for a sample of investment positions by agreeing the prices used to calculate FUM to
independent market prices; and
• We evaluated the accuracy of investment management fees through independent reperformance of the fee calculations.
Based on the audit procedures performed and evidence obtained, our testing did not identify any evidence of material
misstatement.
Acquisition accounting regarding the acquisitions of CST, Lucas Fettes and LIFT (group)
In the current year the group acquired three financial planning
businesses which are material to the financial statements. These
acquisitions are disclosed in note 14 of the financial statements.
Given the magnitude of the acquisitions, the heightened judgement
in the acquisition accounting and the significant audit effort
involved, we have determined the acquisition accounting to be a
key audit matter. Management have assessed that the acquisitions
should be treated as business combinations under IFRS 3 –
Business Combinations with the overriding factor being the ability
of the acquired entity to operate as a business. The acquisition of
CST Wealth was completed on 29 October 2024, Lucas Fettes on
29 November 2024 and LIFT on 31 January 2025.
We assessed whether the classifications as business combinations and the treatment of the various aspects of the
transactions were in accordance with IFRS 3 - Business Combinations. Consideration for the acquisitions included initial cash
consideration, initial share consideration, cash consideration for excess net assets and deferred contingent consideration.
We performed the following procedures over the acquisitions:
• The total consideration values have been reviewed against the purchase agreements;
• We vouched the cash payments to the bank statements, agreed equity consideration inputs to market data and assessed
the assumptions within the contingent consideration model for reasonableness;
• We have also reviewed the acquisition accounting papers prepared by management for each acquisition as well as their
working files for the accounting treatment and challenged management on key calculations and assumptions regarding the
growth rates, client attrition and implied borrowing rates;
• We tested other journals related to the acquisitions, including agreeing net assets acquired to the completion accounts
where we tested material balances per the completion accounts with no issues noted;
• We recalculated and reconciled the client relationship intangibles at acquisition, agreeing assumptions to supporting
documentation. One of the key assumptions was the discount rate used, which was assessed by our auditor’s experts.
They concluded that the discount rate used is appropriate and falls within their range. The goodwill was recalculated
as a balancing figure after deducting deferred tax liabilities, which were also recalculated; and
• We have assessed the disclosures within the Annual Report and Accounts for completeness and accuracy against the
accounting standard requirements.
We are satisfied that based on the work performed, the acquisition has been accounted for appropriately with adequate
disclosures made in the Annual Report and Accounts.
Brooks Macdonald Group plc Annual Report and Accounts 2025110

Key audit matter How our audit addressed the key audit matter
Accounting and disclosure of the disposal of BMI (group)
The disposal of BMI has been disclosed within note 13 of the
financial statements. In connection with the sale of the international
business, which included Brooks Macdonald Asset Management
(International) Limited and Brooks Macdonald International Fund
Managers Limited, management have disclosed a discontinued
operation, a gain at the group level and deferred consideration
receivable. Given the heightened level of judgement involved and
the additional disclosure requirements, there is an increased risk
of material error. Accordingly, the item has been considered as a
Key Audit Matter.
We performed the following procedures in relation to the accounting and disclosure of the disposal of BMI:
• We have assessed the gain on disposal of BMI disclosed within discontinued operations against the IFRS 5 criteria and we
have performed substantive testing over the balances included in the discontinued operations line item;
• We have assessed the amount recognised as consideration received against the disposal agreement for completeness;
• We have assessed management’s revenue estimates against historical data and business trends;
• We have assessed the reasonableness of the discount rate applied to the deferred consideration;
• We have considered and challenged assumptions used by management, including growth rates and the impact of post
purchase management action;
• We have independently recalculated expected deferred consideration based on the results of the procedures
performed above;
• We have determined the reasonableness of management’s forecasted revenue estimate based on the results of the
procedures performed above; and
• We have assessed the disclosure of the critical estimate of revenue and the associated sensitivity analysis performed in
the disclosure.
We are satisfied that based on the work performed, the disposal has been accounted for appropriately with adequate
disclosures made in the Annual Report and Accounts.
Impairment of Investment in Subsidiaries (parent)
The parent company holds investments in subsidiaries of
£110 million, as set out in note 46 to the company financial
statements. Determining whether indicators of impairment exist
in respect of these investments is a key audit matter due to the
magnitude of the balance relative to the company’s net assets
and judgement required under IAS 36 in assessing whether an
impairment trigger has occurred we assessed this area as a key
audit matter. Management evaluated a range of qualitative and
quantitative factors in concluding whether any such indicators
were present during the year.
We performed the following procedures in relation to whether indicators of impairment existed for the parent company’s
investments in subsidiaries:
• Obtained and evaluated management’s IAS 36 indicator assessment, challenging the completeness and basis of the
indicators considered;
• Comparing the carrying amount of each investment with the parent company’s share of the subsidiaries’ underlying net
assets and recent trading performance;
• Reviewed the forecast cash flows generated by the company’s subsidiaries as part of the impairment indicator
assessment; and
• We verified that the methodology used by the directors in arriving at the carrying value of each subsidiary was compliant
with applicable accounting standards.
Based on the audit procedures performed and evidence obtained, we did not identify any evidence of material
misstatement in relation to management’s assessment of impairment indicators.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 111
Governance
Report
Strategic
Report

Independent Auditors’ report continued
How we tailored the audit scope
We tailored the scope of our audit to ensure
that we performed enough work to be able to
give an opinion on the financial statements as
a whole, taking into account the structure of
the group and the company, the accounting
processes and controls, and the industry in
which they operate.
The group comprised 29 legal entities across
the UK and Channel Islands during the
reporting period. We conducted audit testing
over fifteen legal entities, including one entity
in the Channel Islands. Across these legal
entities, three were considered financially
significant due to their contribution to the
group’s results, and were subject to an audit of
their complete financial information. Together
with the audit procedures performed at
the group level over the consolidation
adjustments, our audit work gave us the
evidence we needed for our opinion on the
financial statements as a whole. All audit
procedures were performed entirely by the
group audit team in the UK.
The audit of the company Financial
Statements was performed entirely by the
group audit team in the UK, leveraging on
the work performed on the group audit
where appropriate with additional audit
procedures performed on other company
specific balances.
The impact of climate risk on our audit
In planning our audit, we considered the
extent to which climate change could affect
the group and our risk assessment for the
audit of the group financial statements. Our
work included enquiries of management about
their climate-related risk assessment and how
it has been implemented. We also obtained
the group’s most recent Task Force on
Climate-related Financial Disclosures (“TCFD”)
report and evaluated its consistency with our
knowledge of the group obtained through
our audit procedures, and we considered
management’s assessment and the TCFD
report in the context of our knowledge of the
wider asset and wealth management industry.
Based on the procedures performed, we
concluded that the impact of climate change
does not give rise to a key audit matter for the
group and did not affect our risk assessment
for any material financial statement line item
or disclosure.
Materiality
The scope of our audit was influenced by
our application of materiality. We set certain
quantitative thresholds for materiality. These,
together with qualitative considerations,
helped us to determine the scope of our
audit and the nature, timing and extent of our
audit procedures on the individual financial
statement line items and disclosures and in
evaluating the effect of misstatements, both
individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Financial statements - group Financial statements - company
Overall materiality
£1,154,800 (2024: £1,289,000). £1,067,150 (2024: £1,272,900).
How we determined it
5% of profit before tax adjusted for non-
recurring items being a £3.1 million VAT
refund, costs relating to the transition from
AIM to the Main Market of £1.9 million,
organisational restructuring costs of
£2.1 million, acquisition and integration
costs of £4.4 million and legacy legal costs
of £0.3 million (note 15).
1% of net assets
Rationale for benchmark applied
The most appropriate benchmark for
group materiality is adjusted profit before
tax (consistent with the prior year) on the
basis that the group is primarily measured
on its financial performance via its
consolidated statement of comprehensive
income, adjusted as appropriate for
non-recurring items.
A benchmark of net assets has been used
as the company’s primary purpose is to act
as a holding company with investments in
the group’s subsidiaries, not to generate
operating profits and therefore a profit based
measure was not considered appropriate.
1% of net assets was the benchmark used in
the prior year.
For each component in the scope of our group audit, we allocated a materiality that is less than
our overall group materiality. The range of materiality allocated across components was between
£770,000 and £1,097,050. Certain components were audited to a local statutory audit materiality
that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of
overall materiality, amounting to £866,100 (2024: £966,800) for the group financial statements and
£800,350 (2024: £954,690) for the company financial statements.
Brooks Macdonald Group plc Annual Report and Accounts 2025112

In determining the performance materiality,
we considered a number of factors - the
history of misstatements, risk assessment
and aggregation risk and the effectiveness
of controls - and concluded that an amount
at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that
we would report to them misstatements
identified during our audit above £57,750
(group audit) (FY24: £64,458) and £53,350
(company audit) (FY24: £63,646) as well
as misstatements below those amounts
that, in our view, warranted reporting for
qualitative reasons.
Conclusions relating to
going concern
Our evaluation of the directors’ assessment
of the group’s and the company’s ability to
continue to adopt the going concern basis of
accounting included:
• Obtaining the Directors’ annual going
concern assessment and challenging
the rationale for assumptions including
review of management’s stress testing and
scenario analyses using our knowledge of
the business;
• Assessing management’s forecasts for 12
months from the date of approval of the
FY25 financial statements to determine
the adequacy of the going concern basis;
• Performing an assessment over the
variances between PY budget and
CY actuals in order to conclude over
management’s ability to prepare forecasts;
• Reviewing the Group’s latest Internal
Capital Adequacy and Risk Assessment
(‘ICARA’) document including the financial
forecasts and various stress test scenarios
contained within;
• Performing additional sensitivity tests over
the stress test scenarios outlined within
the ICARA;
• Reviewing the group’s minimum capital
requirements and regulatory capital
requirements and assessing the net assets
of the group against those;
• Reviewing and challenging the MTP
(Medium Term Plan) which forms the basis
of trading and profitability forecasts;
• Reviewing the going concern disclosures
within the Annual Report.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast significant
doubt on the group’s and the company’s
ability to continue as a going concern for a
period of at least twelve months from when
the financial statements are authorised
for issue.
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
However, because not all future events or
conditions can be predicted, this conclusion
is not a guarantee as to the group’s and
the company’s ability to continue as a
going concern.
In relation to the directors’ reporting on
how they have applied the UK Corporate
Governance Code, we have nothing material
to add or draw attention to in relation to
the directors’ statement in the financial
statements about whether the directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of
the directors with respect to going concern
are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the
information in the Annual Report other than
the financial statements and our auditors’
report thereon. The directors are responsible
for the other information. Our opinion on
the financial statements does not cover the
other information and, accordingly, we do
not express an audit opinion or, except to
the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial
statements, our responsibility is to read
the other information and, in doing so,
consider whether the other information is
materially inconsistent with the financial
statements or our knowledge obtained
in the audit, or otherwise appears to be
materially misstated. If we identify an
apparent material inconsistency or material
misstatement, we are required to perform
procedures to conclude whether there is
a material misstatement of the financial
statements or a material misstatement of
the other information. If, based on the work
we have performed, we conclude that there
is a material misstatement of this other
information, we are required to report that
fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic report and
Report of the Directors, we also considered
whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of
the audit, the Companies Act 2006 requires us
also to report certain opinions and matters as
described below.
Strategic report and Report
of the Directors
In our opinion, based on the work undertaken
in the course of the audit, the information
given in the Strategic report and Report of the
Directors for the year ended 30 June 2025
is consistent with the financial statements
and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of
the group and company and their environment
obtained in the course of the audit, we did
not identify any material misstatements in the
Strategic report and Report of the Directors.
Directors’ Remuneration
In our opinion, the part of the Remuneration
Committee Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the
directors’ statements in relation to going
concern, longer-term viability and that part
of the corporate governance statement
relating to the company’s compliance with the
provisions of the UK Corporate Governance
Code specified for our review. Our additional
responsibilities with respect to the corporate
governance statement as other information
are described in the Reporting on other
information section of this report.
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 113
Governance
Report
Strategic
Report

Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the corporate
governance statement, included within the
Governance Report is materially consistent
with the financial statements and our
knowledge obtained during the audit, and we
have nothing material to add or draw attention
to in relation to:
• The directors’ confirmation that they have
carried out a robust assessment of the
emerging and principal risks;
• The disclosures in the Annual Report
that describe those principal risks, what
procedures are in place to identify
emerging risks and an explanation of how
these are being managed or mitigated;
• The directors’ statement in the financial
statements about whether they
considered it appropriate to adopt the
going concern basis of accounting in
preparing them, and their identification of
any material uncertainties to the group’s
and company’s ability to continue to
do so over a period of at least twelve
months from the date of approval of the
financial statements;
• The directors’ explanation as to
their assessment of the group’s and
company’s prospects, the period this
assessment covers and why the period is
appropriate; and
• The directors’ statement as to whether
they have a reasonable expectation that
the company will be able to continue in
operation and meet its liabilities as they
fall due over the period of its assessment,
including any related disclosures drawing
attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement
regarding the longer-term viability of the
group and company was substantially less
in scope than an audit and only consisted
of making inquiries and considering the
directors’ process supporting their statement;
checking that the statement is in alignment
with the relevant provisions of the UK
Corporate Governance Code; and considering
whether the statement is consistent with the
financial statements and our knowledge and
understanding of the group and company and
their environment obtained in the course of
the audit.
In addition, based on the work undertaken
as part of our audit, we have concluded
that each of the following elements of the
corporate governance statement is materially
consistent with the financial statements and
our knowledge obtained during the audit:
• The directors’ statement that they
consider the Annual Report, taken
as a whole, is fair, balanced and
understandable, and provides the
information necessary for the members
to assess the group’s and company’s
position, performance, business model
and strategy;
• The section of the Annual Report that
describes the review of effectiveness
of risk management and internal control
systems; and
• The section of the Annual Report
describing the work of the
Audit Committee.
We have nothing to report in respect of our
responsibility to report when the directors’
statement relating to the company’s
compliance with the Code does not properly
disclose a departure from a relevant provision
of the Code specified under the Listing Rules
for review by the auditors.
Responsibilities for the financial
statements and the audit
Responsibilities of the directors for the
financial statements
As explained more fully in the Statement
of Directors’ responsibilities in respect of
the financial statements, the directors are
responsible for the preparation of the financial
statements in accordance with the applicable
framework and for being satisfied that they
give a true and fair view. The directors are
also responsible for such internal control as
they determine is necessary to enable the
preparation of financial statements that are
free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the
group’s and the company’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern and using the
going concern basis of accounting unless the
directors either intend to liquidate the group
or the company or to cease operations, or
have no realistic alternative but to do so.
Auditors’ responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or
error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance
is a high level of assurance, but is not a
guarantee that an audit conducted in
accordance with ISAs (UK) will always detect
a material misstatement when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually
or in the aggregate, they could reasonably
be expected to influence the economic
decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent
to which our procedures are capable of
detecting irregularities, including fraud, is
detailed below.
Based on our understanding of the group
and industry, we identified that the principal
risks of non-compliance with laws and
regulations related to breaches of the UK
regulatory principles, such as those governed
by the Financial Conduct Authority, and
we considered the extent to which non-
compliance might have a material effect on
the financial statements. We also considered
those laws and regulations that have a direct
impact on the financial statements such as
the Companies Act 2006. We evaluated
management’s incentives and opportunities
for fraudulent manipulation of the financial
statements (including the risk of override
of controls), and determined that the
principal risks were related to the posting
of inappropriate journal entries. Audit
procedures performed by the engagement
team included:
• Identifying and testing journal entries, in
particular any journal entries posted with
unusual account combinations, where any
such journals were identified;
• Reviewing relevant board minutes;
• Designing audit procedures to incorporate
unpredictability around the nature, timing
or extent of our testing;
Independent Auditors’ report continued
Brooks Macdonald Group plc Annual Report and Accounts 2025114

• Enquiries with management, compliance
and legal, including consideration of
known or suspected instances of non-
compliance with laws and regulations
and fraud;
• Assessing methods, significant
assumptions and data used by
management in making significant
accounting estimates;
• Developed an understanding of
management’s internal controls; and
• Reviewed the litigation register and
regulatory correspondence with the FCA.
There are inherent limitations in the audit
procedures described above. We are less
likely to become aware of instances of non-
compliance with laws and regulations that are
not closely related to events and transactions
reflected in the financial statements. Also, the
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error, as
fraud may involve deliberate concealment
by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing
complete populations of certain transactions
and balances, possibly using data auditing
techniques. However, it typically involves
selecting a limited number of items for testing,
rather than testing complete populations.
We will often seek to target particular
items for testing based on their size or
risk characteristics. In other cases, we will
use audit sampling to enable us to draw a
conclusion about the population from which
the sample is selected.
A further description of our responsibilities
for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the company’s
members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not,
in giving these opinions, accept or assume
responsibility for any other purpose or to
any other person to whom this report is
shown or into whose hands it may come save
where expressly agreed by our prior consent
in writing.
Other required reporting
Companies Act 2006 exception
reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
• we have not obtained all the information
and explanations we require for our
audit; or
• adequate accounting records have not
been kept by the company, or returns
adequate for our audit have not been
received from branches not visited
by us; or
• certain disclosures of directors’
remuneration specified by law are not
made; or
• the company financial statements and
the part of the Remuneration Committee
Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from
this responsibility.
Appointment
Following the recommendation of the Audit
Committee, we were appointed by the Board
to audit the financial statements for the year
ended 30 June 2011 and subsequent financial
periods, and our appointment was ratified by
the members at the AGM on 19 October 2011.
The period of total uninterrupted engagement
is 15 years, covering the years ended
30 June 2011 to 30 June 2025.
Jeremy Jensen (Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
3 September 2025
Financial
Statements
Company
Financial Statements
Brooks Macdonald Group plc Annual Report and Accounts 2025 115
Governance
Report
Strategic
Report

117 Consolidated statement
of comprehensive income
118 Consolidated statement
of financial position
119 Consolidated statement
of changes in equity
120 Consolidated statement of cash flows
121 Notes to the consolidated
financial statements
Financial
Statements
116 Brooks Macdonald Group plc Annual Report and Accounts 2025

Consolidated statement of comprehensive income
For the year ended 30 June 2025
Note
restated
1
Revenue
6
111,560
106,682
Administrative costs
7
(99 ,282)
(84,509)
Gross profit
12,278
22, 173
Other (losses)/gains
8
(272)
83
Operating profit
9
12 ,006
22,256
Finance income
10
2 ,827
2,525
Finance costs
10
(597)
(166)
Other non-operating income
11
3, 283
–
Profit before tax
17 ,519
24,615
Taxation
12
(5,889)
(4,236)
Profit for the period attributable to equity holders of the Company
11,630
20,379
Result from discontinued operations
13
9,354
(13,922)
Other comprehensive income
–
–
Total comprehensive income for the year
20,984
6,457
Basic
15
72 .0p
126.6p
Diluted
15
71.4p
124.5p
Basic
15
57 .9p
(86.5)p
Diluted
15
57 .4p
(85.0)p
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations. In addition,
there has been an update to the results presented in the restated comparative period previously disclosed in the interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for further details.
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 117
Strategic
Report
Financial
Statements

Consolidated statement of financial position
As at 30 June 2025
Note
2024
1,2
2023
2
Intangible assets
17
119,465
83,224
100,582
Property, plant and equipment
18
3,418
1,350
2, 123
Right-of-use assets
19
12,790
3,225
4,329
Financial assets at amortised cost
20
1 9,925
29,963
–
Financial assets at fair value through other comprehensive income
20
–
500
500
Deferred contingent consideration receivable
21
13,899
–
–
Total non-current assets
169,497
118,262
107 ,534
Financial assets at fair value through profit or loss
20
1,095
905
825
Deferred contingent consideration receivable
21
289
–
–
Trade and other receivables
22
25,88 1
29,061
33,542
Cash and cash equivalents
23
33,915
44,732
53,355
Total current assets
61, 180
7 4,698
87 ,722
Total assets
230,677
192,960
195,256
Lease liabilities
24
14, 218
1,645
3, 181
Provisions
25
773
378
322
Deferred contingent consideration payable
26
1,929
–
–
Net deferred tax liabilities
27
9, 163
5,394
6,033
Other non-current liabilities
28
1,044
587
783
Total non-current liabilities
27 , 127
8,004
10,319
Lease liabilities
24
700
2, 169
1,960
Provisions
25
1,890
1,628
1,000
Deferred contingent consideration payable
26
14, 176
–
1,467
Trade and other payables
29
31,294
27 ,889
22 ,521
Current tax liabilities
1,041
935
645
Total current liabilities
49, 101
32,621
27 ,593
Net assets
154,449
152,335
157 ,344
Share capital
30
160
165
164
Share premium account
30
83,98 7
83, 135
81,830
Other reserves
31
1 97
192
192
Retained earnings
31
70, 105
68,843
75, 158
Total equity
154,449
152,335
157 ,344
1
The 30 June 2024 comparative statement of financial position includes discontinued operations.
2
Restated (refer to note 4(v)).
The consolidated financial statements were approved on 3 September 2025 by the Board of Directors and authorised for issue, and signed on their behalf by:
Andrea Montague Katherine Jones
CEO CFO
Company registration number: 04402058
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Brooks Macdonald Group plc Annual Report and Accounts 2025118

Consolidated statement of changes in equity
For the year ended 30 June 2025
Note
reserves
1
earnings
1
Balance at 1 July 2023
164
81,830
1 92
75, 158
157 ,344
Profit from continuing operations
–
–
–
20,379
20,3 79
Result from discontinued operations
–
–
–
(13,922)
(13,922)
Total comprehensive income
–
–
–
6,457
6,457
Issue of ordinary shares
30
1
1,305
–
–
1,306
Share-based payments
–
–
–
2, 4 07
2 , 407
Purchase of own shares by Employee Benefit Trust
–
–
–
(2, 150)
(2, 150)
Tax on share options
27
–
–
–
(935)
(935)
Dividends paid
16
–
–
–
(12,094)
(12,094)
Total transactions with owners
1
1,305
–
(12,772)
(11,466)
Balance at 30 June 2024
165
83, 135
192
68,843
152,335
Profit from continuing operations
–
–
–
11,630
11,630
Result from discontinued operations
–
–
–
9,354
9,354
Total comprehensive income
–
–
–
20,984
20,984
Issue of ordinary shares
30
–
852
–
–
852
Share-based payments
–
–
–
2 ,856
2,856
Purchase of own shares by Employee Benefit Trust
–
–
–
(2,566)
(2,566)
Shares repurchased in the share buyback programme
30
(5)
–
5
(6,971)
(6,9 71)
Tax on share options
27
–
–
–
(346)
(346)
Dividends paid
16
–
–
–
(12,695)
(12 ,695)
Total transactions with owners
(5)
852
5
(19,722)
(18,8 70)
Balance at 30 June 2025
160
83,987
197
70, 105
154,449
1
Restated (refer to note 4(v)).
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 119
Strategic
Report
Financial
Statements

Consolidated statement of cash flows
For the year ended 30 June 2025
Note
restated
1
Cash generated from operations
33
28,727
41, 179
Corporation tax paid
(7 ,064)
(6,249)
Other non-operating income
11
3 , 073
–
Net cash generated from operating activities
24,736
34,930
Purchase of computer software and system development costs
(7 ,491)
(1,7 34)
Purchase of property, plant and equipment
(1,852)
(83)
Consideration paid for acquisitions net of cash acquired
14
(34, 150)
–
Investment in financial assets at amortised cost
20
–
(29,978)
Disposal of financial assets at amortised cost
20
9,984
–
Investment in financial assets at fair value through profit or loss
20
(146)
–
Disposal of financial assets at fair value through other comprehensive income
20
500
–
Deferred contingent consideration paid
26
–
(852)
Proceeds from disposal of International and DCF
13
27 ,670
–
Interest received
1,232
2,715
Net cash used in investing activities
(4,253)
(29,932)
Issue of ordinary shares
1 46
681
Purchase of shares in the share buyback programme
(6,971)
–
Payment of lease liabilities – Principal
(2,678)
(2,015)
Payment of lease liabilities – Interest
(287)
(171)
Purchase of own shares by Employee Benefit Trust
(2,566)
(2, 150)
Dividends paid to shareholders
16
(12,695)
(12,094)
Net cash used in financing activities
(25,051)
(15,7 49)
Net decrease in cash and cash equivalents from continuing operations
(4,568)
(10,751)
Net cash flows from discontinued operations
13
(6,249)
2 ,1 2 8
Cash and cash equivalents at beginning of year
44,732
53,355
Cash and cash equivalents at end of year
33,915
44,732
1
The prior financial year has been restated to show the results of continuing operations, consistent with the presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Brooks Macdonald Group plc Annual Report and Accounts 2025120

1. General information
Brooks Macdonald Group plc (“the Company”), a public limited company incorporated
and registered in England and Wales and domiciled in the United Kingdom (“UK”) under the
Companies Act 2006, is the Parent Company of a group of companies (collectively the “Group”)
and offers wealth management and financial planning services in the UK. The Company is listed
on the London Stock Exchange (“LSE”).
The Company’s registration number is 04402058. The address of the registered office is
21 Lombard Street, London, EC3V 9AH, England.
2. Basis of preparation
The Group’s consolidated financial statements for the year ended 30 June 2025 have been
prepared in accordance with UK-adopted International Accounting Standards (“IAS”) and with
the requirements of the Companies Act 2006 as applicable to companies reporting under those
standards. These consolidated financial statements have been prepared on a historical cost
basis, except for the revaluation of certain financial instruments that are measured at fair value.
The principal accounting policies adopted are set out below. Unless otherwise stated, they have
been applied consistently to all periods presented in the financial statements.
All amounts in the financial statements have been rounded to the nearest thousand unless
otherwise indicated.
At the time of approving the financial statements, the Directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in operational existence
for the foreseeable future. Accordingly, they continue to adopt the going concern basis in
preparing the financial statements. For further details on the Group’s going concern assessment,
see the Viability statement on page 31 and Audit Committee report on pages 71 to 74. There have
been no post balance sheet events that have materially impacted the Group’s liquidity headroom
and going concern assessment.
There has been an update to the results presented in the restated year ended 2024
result previously disclosed in the interim report and accounts for the six months ended
31 December 2024, which relates to a reclassification of the tax charge between discontinued
and continuing operations. This has resulted in a decrease of £957,000 in the tax charge
for continuing operations and a corresponding increase in the tax charge for discontinued
operations. The profit after tax and earnings per share for respective continuing and
discontinued operations have also been restated accordingly.
Basis of consolidation
The Group’s financial statements are a consolidation of the financial statements of the
Company and its subsidiaries.
The underlying financial statements of the subsidiaries are prepared for the same reporting
period as the Company, using consistent accounting policies. Subsidiaries and structured entities
are all entities controlled by the Company, deemed to exist where the Company is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. The financial statements of the subsidiaries
are included from the date on which control is transferred to the Group to the date that
control ceases.
All intercompany transactions and balances between Group companies are eliminated
on consolidation.
The Group has interests in structured entities, with one consolidated structured entity being the
Brooks Macdonald Group Employee Benefit Trust (note 32). The Group has interests in other
structured entities as a result of contractual arrangements arising from the management of assets
on behalf of its clients but are not consolidated as the Group does not commit to financially
support its funds, nor guarantee repayment of any borrowings (note 34). The Group has disclosed
all of its subsidiary undertakings in note 46 of the Company’s Financial statements.
3. New standards, amendments to standards and
interpretations adopted by the Group in the year
In the year ended 30 June 2025, the Group did not adopt any new standards or amendments
issued by the International Accounting Standards Board (“IASB”) or interpretations by the
International Financial Reporting Standards Interpretations Committee (“IFRS IC”) that have had
a material impact on the consolidated financial statements.
Certain new accounting standards, amendments to accounting standards and interpretations
have been published that are not mandatory for the 30 June 2025 reporting periods and have
not been early adopted by the Group.
Amendments to IAS 21 regarding lack of exchangeability
1 January 2025
Amendments IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments
1 January 2026
Annual Improvements to IFRS Accounting Standards — Volume 11
1 January 2026
IFRS 18 Presentation and Disclosures in Financial Statements
1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Group is currently assessing the impact that the adoption of the above standards and
amendments will have on the Group’s results reported within the financial statements.
Notes to the consolidated financial statements
For the year ended 30 June 2025
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 121
Strategic
Report
Financial
Statements

Notes to the consolidated financial statements continued
For the year ended 30 June 2025
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure
of information in the financial statements. The standard aims to improve how companies
communicate in their financial statements, with a focus on information about financial
performance in the statement of comprehensive income. IFRS 18 replaces IAS 1 Presentation of
Financial Statements, although the standard is not yet endorsed by the UK Endorsement Board.
IFRS 18 is expected to have a significant impact on the Group’s financial statements, although it is
only expected to have an impact on the presentation and disclosure of the financial statements
and is not expected to have an impact on recognition and measurement.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS 19 specifies the reduced disclosure requirements an eligible subsidiary is permitted to apply
instead of the disclosure requirements in other IFRS standards. The standard is not yet endorsed
by the UK Endorsement Board and is not expected to impact the Group’s financial statements.
4. Material accounting policies
The accounting policies applied in the preparation of these financial statements are set
out below. These policies have been applied consistently to all years presented, unless
otherwise stated.
4(a) Critical accounting estimates and significant judgements
The preparation of financial information requires the use of assumptions, estimates and
judgements about future conditions. Use of currently available information and application of
judgement are inherent in the formation of estimates. Actual results in the future may differ from
those reported. In this regard, the Directors believe that the areas where critical accounting
estimations are used, relate to the measurement of intangible assets, assumptions used in
the goodwill impairment reviews and the measurement of contingent deferred consideration
receivable/payable. There are no areas of significant judgement that have been identified.
The consolidated financial statements include other areas of judgement and accounting
estimates. Whilst these areas do not meet the definition under IAS 1 of significant accounting
estimates or critical accounting judgements, the recognition and measurement of certain material
assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties.
The underlying assumptions and estimates are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the financial year in which the estimate is revised only
if the revision affects both current and future periods.
Further information about critical accounting estimates and sources of estimation uncertainty
are set out below.
Intangible assets – client relationship contracts and goodwill impairment reviews
The Group has acquired client relationships and the associated investment management and
financial advice contracts as part of business combinations, through separate purchase or with
newly employed teams of fund managers, as described in note 17. In assessing the fair value of
these assets, the Group has estimated their finite life based on information about the typical
length of existing client relationships. Acquired client relationship contracts are amortised on
a straight-line basis over their estimated useful lives, ranging from six to twenty years.
If the useful economic lives of the client relationship intangible assets held by the Group at
30 June 2025 were to reduce by two years, the estimated charge would have increased by
£1,263,000.
Goodwill recognised as part of a business combination is not amortised but instead reviewed
annually for impairment, or when a change in circumstances indicates that it might be impaired.
The recoverable amounts of cash-generating units (“CGUs”) are determined by value-in-use
calculations, which require the use of estimates to derive the projected future cash flows
attributable to each unit. Details of the more significant assumptions and sensitivity analysis
are given in note 17.
In assessing the value of client relationships and the associated investment management
and financial advice contracts and goodwill, the Group prepares forecasts for the cash flows
acquired and discounts to a net present value. The key assumptions in these forecasts are the
pre-tax discount rate and projected revenue growth. The pre-tax discount rate is adjusted from
a post-tax discount rate derived from the Group’s weighted average cost of capital (“WACC”),
adjusted for any specific risks for the relevant CGU. The Group uses the capital asset pricing
model (“CAPM”) to estimate the WACC, which is calculated at the point of acquisition for a
business combination, or the relevant reporting period date. Key inputs include the risk-free
rate, market risk premium, the Group’s adjusted beta with reference to beta data from peer-
listed companies, small company premium and any risk-adjusted premium for the relevant CGU.
Further details on discount rates used for each CGU are provided in note 17.
Deferred contingent consideration receivable and payable
Deferred contingent consideration arose during the year in connection with the Group’s
acquisition and disposal activities. These amounts represent portions of the transaction price
that are payable or receivable at a future date, subject to the achievement of specific conditions
or milestones. These typically include performance targets, client retention thresholds, or other
contractual criteria agreed between the parties.
Deferred contingent consideration payable and receivable is measured at fair value and
recognised within net finance income in the consolidated statement of comprehensive income
in each reporting period.
3. New standards, amendments to standards and
interpretations adopted by the Group in the year
continued
Brooks Macdonald Group plc Annual Report and Accounts 2025122

The fair values of deferred contingent consideration at both the acquisition and disposal
dates were determined using discounted cash flow models. These models incorporate
management’s expectations regarding the likelihood of meeting specified performance targets
and client retention criteria, and apply an appropriate discount rate. The valuation of contingent
consideration represents a critical accounting estimate due to the inherent uncertainty in
forecasting future outcomes. Changes in expected future cash flows could materially impact the
fair value measurement.
As at the reporting date, the Group reassessed the fair value of all deferred contingent
consideration arrangements. For acquired businesses, if performance exceeds the forecasts by
10%, an additional charge of £0.2 million would be recognised in the statement of comprehensive
income. Conversely, if performance is 10% below forecast, a gain of £0.4 million would be
recognised. Similarly, for disposed businesses, if achievement of performance targets exceeds
the forecasts by 5%, this would result in an additional gain of £3.2 million. While a 5% under
performance versus those targets would lead to a charge of £4.8 million.
These valuations are subject to estimation and uncertainty, and actual outcomes may differ from
those assumed, potentially resulting in material adjustments in future periods.
4(b) Discontinued operations
The Group completed the sale of its International operations, which comprised Brooks
Macdonald Asset Management (International) Limited and its wholly-owned subsidiaries (“BMI”),
on 21 February 2025. In accordance with IFRS 5 ‘Non-current assets held for sale and discontinued
operations’, the results of BMI have been reclassified as discontinued operations in these
consolidated financial statements.
Additionally, Brooks Macdonald Asset Management Limited resigned as investment manager
to the SVS Brooks Macdonald Defensive Capital Fund (“DCF”) (subsequently renamed SVS
RM Defensive Capital Fund) on 31 October 2024 and accordingly, the results have also been
reclassified as discontinued operations in these consolidated financial statements.
Consistent with IFRS 5 requirements, profit after tax attributable to the discontinued operations
in 2025 has been shown in a single line in the income statement with 2024 comparatives being
restated accordingly and includes the gain from the disposal, with further analysis provided in
note 13. Related notes have also been prepared on this basis.
IFRS 5 does not permit the comparative 30 June 2024 and 1 July 2023 statement of financial
position to be re-presented, as BMI and DCF were not reclassified as held for sale at these dates.
Profit from the discontinued operations up to the date of disposal is presented in the
consolidated statement of comprehensive income after the elimination of intragroup
transactions within continuing operations. The statement of cash flows is presented for
continuing operations only, excluding intragroup cash flows with the discontinued operations up
to the date disposal. The cash flow from discontinued operations is presented in note 13.
4(c) Business combinations
Business combinations are accounted for using the acquisition method. The cost of an
acquisition is measured at the fair value of the aggregate amount of the consideration transferred
at the acquisition date, irrespective of the extent of any minority interest. Acquisition and
integration-related costs are charged to the consolidated statement of comprehensive income
when incurred.
When the Group acquires a business, it assesses the assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions at the acquisition date. If the business combination is
achieved in stages, the fair value of the Group’s previously held equity interest is remeasured at
the acquisition date and the difference is credited or charged to the consolidated statement of
comprehensive income. Identifiable assets and liabilities assumed on acquisition are recognised
in the consolidated statement of financial position at their fair value at the date of acquisition.
Any deferred contingent consideration to be paid by the Group to the vendor is recognised at
its fair value at the acquisition date, in accordance with IFRS 9. Subsequent changes based on the
revised estimated fair value of deferred contingent consideration are recognised in accordance
with IFRS 9 by revaluing the liability on the consolidated statement of financial position and the
associated amount recognised in the consolidated statement of comprehensive income.
Goodwill is initially measured at cost, being the excess of the consideration transferred over the
acquired company’s net identifiable assets and liabilities assumed.
Impairment
Goodwill and other intangible assets with an indefinite life are tested annually or more frequently
if events or changes in circumstances indicate that they might be impaired. For the purposes
of impairment testing, goodwill acquired in a business combination is allocated to each of the
Group’s CGUs that are expected to benefit from the combination, irrespective of whether
other assets or liabilities of the acquisition are assigned to those units. The carrying amount of
each CGU is compared to its recoverable amount, which relates to the higher of an asset’s fair
value less costs of disposals and value in use. This is determined using a discounted future cash
flow model.
Where goodwill forms part of a CGU and part of the operation within that unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal of the operation. Goodwill disposed of
in this circumstance is measured based on the relative values of the operation disposed of and
the portion of the CGU retained.
4. Material accounting policies continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 123
Strategic
Report
Financial
Statements

4(d) Revenue
Investment management fees
Revenue from investment management services is recognised over time as the services are
provided. Fees are typically billed monthly or quarterly in arrears and are calculated based
on a percentage of the portfolio value, either daily or at the billing date, depending on the
underlying product. The performance obligation is satisfied continuously over the service period,
and revenue is recognised accordingly. Revenue from investment management fees is only
recognised as the performance obligation is satisfied. Amounts are presented net of any rebates
or discounts provided to clients.
Fund management fees
Revenue from fund management services provided to open-ended investment companies
(“OEICs”) is recognised over time as the services are provided. Fees are billed monthly in arrears
and are calculated daily based on a fixed percentage of each fund’s net asset value. As such,
fund management fees include variable consideration but there is no significant estimation or
level of judgement involved. The performance obligation is satisfied continuously throughout
the reporting period, and revenue is recognised accordingly. Amounts are presented net of any
rebates or discounts provided to investors.
Financial planning
Financial planning income relates to fees for the provision of financial advice. Fees are charged
to clients either using an hourly rate, by a fixed fee arrangement, or by a fund-based arrangement
whereby fees are calculated based on a percentage of the value of the portfolio at the billing
date. All fees are recognised over the period the service is provided.
Transactional income and foreign exchange trading
Transactional income is earned through dealing and administration charges levied on trades
at the time a deal is placed for a client. Fees are calculated based on a percentage of the
individual trade value or a flat charge per trade. Revenue is recognised at the point of the trade
being placed.
Foreign exchange trading fees are charged on client trades placed in non-base currencies, which
therefore require a foreign currency exchange to action the trade. Revenue is recognised at the
point of the trade being placed.
Interest income
Interest income on client money is the revenue earned on uninvested cash deposits held by
clients. The amount recognised correlates with fluctuations in underlying interest rates and is
recognised over time, based on balances held in investment accounts under administration.
4(e) Cash and cash equivalents
Cash comprises cash in hand and call deposits held with banks. Cash equivalents comprise
short-term, highly liquid investments that are subject to an insignificant risk of change in value and
with a maturity of less than three months from the date of acquisition. Cash and cash equivalents
are classified at amortised cost, as the business model of these assets is to hold to collect
contractual cash flows, which consist solely of payments of principal and interest. They are
initially recognised at fair value and subsequently measured at amortised cost using the effective
interest rate (“EIR”) method.
4(f) Share-based payments
The Group operates a number of share incentive plans for its employees. These involve an award
of shares or options in the Group (share-based payments).
The fair value of the services received is measured by reference to the fair value of the shares or
share options on the grant date. Fair value is measured using the Black–Scholes model.
The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of
shares that will eventually vest. At each reporting date, the Group revises its estimate of the
number of equity instruments expected to vest as a result of the effect of non-market-based
vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the
consolidated statement of comprehensive income, such that the cumulative expense reflects the
revised estimate, with a corresponding adjustment to reserves.
4(g) Segmental reporting
The Group determines and presents operating segments based on the information that is
provided internally to the Group Board of Directors, which is the Group’s chief operating
decision maker.
4(h) Fiduciary activities
The Group commonly acts as trustee and in other fiduciary capacities that result in the holding
or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions.
These assets and income arising thereon are excluded from these financial statements, as they
are not assets of the Group.
The Group holds money on behalf of some clients in accordance with the client money rules of
the Financial Conduct Authority (“FCA”). Such monies and the corresponding liability to clients
are not included within the consolidated statement of financial position as the Group is not
beneficially entitled thereto.
4(i) Property, plant and equipment
All property, plant and equipment is included in the consolidated statement of financial position
at historical cost less accumulated depreciation and impairment. Costs include the original
purchase cost of the asset and the costs attributable to bringing the asset into a working
condition for its intended use.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
4. Material accounting policies continued
Brooks Macdonald Group plc Annual Report and Accounts 2025124

Provision is made for depreciation to write off the cost less estimated residual value of
each asset, and is charged to administrative expenses in the consolidated statement of
comprehensive income using a straight-line method, over its expected useful life as follows:
– Leasehold improvements – over the lease term
– Fixtures, fittings and office equipment – five years
– IT equipment – four or five years
The assets’ residual values and useful economic lives are reviewed and adjusted, if appropriate,
at the end of each reporting period. Gains and losses arising on disposal are determined by
comparing the proceeds with the carrying amount. These are included in the consolidated
statement of comprehensive income.
4(j) Intangible assets
Amortisation of intangible assets is charged to administrative expenses in the consolidated
statement of comprehensive income on a straight-line basis over the estimated useful lives
of the assets.
Acquired client relationship contracts
Intangible assets are recognised where client relationship contracts are either separately
acquired or acquired with investment managers who are employed by the Group. These are
initially recognised at cost and are subsequently amortised on a straight-line basis over their
estimated useful economic life. Separately acquired client relationship contracts are amortised
over six to twenty years. The intangible assets are reviewed annually to determine whether
there exists an indicator of impairment or an indicator that the assumed useful economic life
has changed.
Computer software
Costs incurred on internally developed computer software are initially recognised at cost, and
when the software is available for use, the costs are amortised on a straight-line basis over
an estimated useful life of either four years or the contract term ranging between three and
eight years. Initial research and planning costs incurred prior to a decision to proceed with
the software’s development are recognised immediately in the consolidated statement of
comprehensive income.
Goodwill
Goodwill arising as part of a business combination is initially measured at cost, being the excess
of the fair value of the consideration transferred over the Group’s interest in the net fair value
of the separately identifiable assets, liabilities and contingent liabilities of the subsidiary at the
date of acquisition. In accordance with IFRS 3 ‘Business Combinations’, goodwill is not amortised
but is reviewed annually for impairment and is therefore stated at cost less any provision for
impairment of value. Any impairment is recognised immediately in the consolidated statement
of comprehensive income and is not subsequently reversed. Gains and losses on the disposal of
an entity include the carrying amount of goodwill relating to the entity sold. On acquisition, any
goodwill acquired is allocated to CGUs for the purposes of impairment testing. If the cost of the
acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference
is recognised directly in the consolidated statement of comprehensive income as a gain on
bargain purchase.
4(k) Financial investments
The Group classifies financial assets in the following categories: fair value through profit or
loss; fair value through other comprehensive income; and amortised cost. The classification is
determined by management on initial recognition of the financial asset, which depends on the
purpose for which it was acquired and the nature of the cash flows.
Fair value through profit or loss
Financial investments are classified as fair value through profit or loss if they are either held for
trading or specifically designated in this category on initial recognition. Assets in this category are
initially recognised at fair value and subsequently remeasured, with gains or losses arising from
changes in fair value being recognised in the consolidated statement of comprehensive income.
Financial assets at fair value through profit or loss include investments in regulated OEICs, which
are managed and evaluated on a fair value basis in line with the market value.
Fair value through other comprehensive income
Financial investments are classified as fair value through other comprehensive income if the
objective of the business model is achieved by both collecting contractual cash flows and selling
financial assets and if the asset’s contractual cash flows represent solely payments of principal
and interest. Assets in this category are initially recognised at fair value and subsequently
remeasured, with gains or losses arising from changes in fair value being recognised in other
comprehensive income.
Financial assets at fair value through other comprehensive income relates to an investment in
redeemable preference shares, which satisfy the definition above due to being held to collect
contractual cash flows via an annual fixed preferential dividend.
Amortised cost
Financial instruments are classified as amortised cost if the asset is held to collect contractual
cash flows and the asset’s contractual cash flows represent solely payments of principal and
interest. Disposals of instruments held at amortised cost are not part of regular business practice,
however one-off instances may occur due to significant events, although they do not alter the
existing business model, which remains focused on collecting contractual cash flows. In assessing
whether the ‘held to collect’ model remains appropriate, management considers the frequency
and volume of disposals in relation to the total portfolio and disposals are disclosed in the
financial statements, including the rationale for the transaction.
4. Material accounting policies continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 125
Strategic
Report
Financial
Statements

4(l) Foreign currency translation
The Group’s functional and presentational currency is Pound Sterling (“£”). Foreign currency
transactions are translated using the exchange rate prevailing at the transaction date. At the
reporting date, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the prevailing rates on that date. Foreign exchange gains and losses resulting from
the settlement of such transactions, and from the translation of period-end monetary assets and
liabilities, are recognised in the consolidated statement of comprehensive income.
4(m) Retirement benefit costs
Contributions in respect of the Group’s defined contribution pension scheme are charged to the
consolidated statement of comprehensive income as they fall due.
4(n) Taxation
Tax on the profit for the financial year comprises current and deferred tax. Current tax is the
expected tax payable on the taxable income for the financial year, using tax rates enacted, or
substantively enacted, at the reporting date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the Group’s Financial
statements. Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply to the period when the asset is realised or the liability settled based on tax rates (and laws)
that have been enacted, or substantively enacted, at the reporting date.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.
Deferred tax balances are presented on the consolidated statement of financial position as the
net deferred tax balance by each jurisdiction the Group operates within. The gross deferred tax
assets and liabilities are disclosed within the deferred tax in note 27.
4(o) Trade receivables
Trade receivables represent amounts due for services performed in the ordinary course of
business. They are recognised in trade and other receivables and, if collection is expected within
one year, they are recognised as a current asset. If collection is expected in greater than one year,
they are recognised as a non-current asset. Trade receivables are measured at amortised cost
less any expected credit losses.
4(p) Right-of-use assets and lease liabilities
Right-of-use assets are initially recognised at cost which is measured at the initial amount of
the lease liability, reduced for any lease incentives received and increased for lease payments
made at or before commencement of the lease, initial direct costs incurred and the amount of
any provision recognised where the Group is required to dismantle, remove or restore the asset.
Additionally, they may be re-measured to reflect reassessment due to lease modifications.
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the end of the lease term. Additionally, the right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of
the lease liability.
The Group initially records a lease liability reflecting the present value of the future contractual
cash flows to be made over the lease term, discounted using the Group’s incremental borrowing
rate. Interest is accrued on the lease liability using the effective interest rate method to give a
constant rate of return over the life of the lease whilst the balance is reduced as lease payments
are made.
If the Group revises its estimate of the term of any lease, it will adjust the carrying amount of
the lease liability to reflect the payments to be made over the revised term, discounted at the
revised discount rate. An equivalent adjustment is made to the carrying value of the right-of-use
asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
4(q) Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. These are classified as current liabilities if payment
is due within one year or less. Otherwise, they are presented as non-current liabilities in the
consolidated statement of financial position.
Trade payables are initially recognised at fair value and subsequently measured at amortised cost
using the effective interest method.
4(r) Employee Benefit Trust (“EBT”)
The EBT is considered to be a structured entity, as defined in note 32. In substance, the activities
of the trust are being conducted on behalf of the Group according to its specific business needs,
to obtain benefits from its operation. On this basis, the assets held by the trust are consolidated
into the Group’s financial statements.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
4. Material accounting policies continued
Brooks Macdonald Group plc Annual Report and Accounts 2025126

The Company provides finance to an EBT to purchase the Company’s shares on the open market
in order to meet its obligation to provide shares when an employee exercises certain options or
awards made under the Group’s share-based payment schemes. The administration and finance
costs connected with the EBT are charged to the consolidated statement of comprehensive
income. The cost of the shares held by the EBT is deducted from equity. A transfer is made
between other reserves and retained earnings over the vesting periods of the related share
options or awards to reflect the ultimate proceeds receivable from employees on exercise.
The trustees have waived their rights to receive dividends on the shares held by the EBT.
4(s) Share capital
Ordinary share capital is classified as equity. Incremental costs directly attributable to the
issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from
the proceeds.
Where the Company purchases its own equity share capital (treasury shares), the consideration
paid, including any directly incremental costs (i.e. net of income taxes) is deducted from equity
attributable to the Company’s equity holders until the shares are cancelled or reissued. Where
such ordinary shares are subsequently reissued, any consideration received (net of any directly
attributable incremental transaction costs and the related income tax effects) is included within
equity attributable to the Company’s equity holders.
The share buyback programme, initiated during the financial year, repurchased shares on the
open market and upon cancellation, the par value is transferred from the share capital to the
capital redemption reserve of the Company, with the remaining amount reducing retained
earnings. No gain or loss is recorded in the income statement as a result of this programme.
4(t) Dividend distribution
The dividend distribution to the Company’s shareholders is recognised as a liability in the
Group’s financial statements in the period in which the dividend is authorised and no longer at
the discretion of the Company. Final dividends are recognised when approved by the Company’s
shareholders at the Annual General Meeting and interim dividends are recognised when paid.
4(u) Other non-operating income
Other non-operating income is that which is material by size and/or irregular in nature and
therefore requires separate disclosure within the consolidated statement of comprehensive
income to assist the users of the consolidated financial statements in understanding the business
performance of the Group.
4(v) Changes in accounting policy
During the financial year, the Group revised its accounting policy for the presentation of
equity entries arising from share-based payment transactions. Previously, the credit entry for
share-based payment charges was recognised in the share-based payment reserve. Under the
revised policy, the Group now recognises this credit directly in retained earnings. The change
was made to better reflect the nature of the expense as part of the Group’s accumulated
profits and losses, and to align with common industry practice. The change in policy has
been applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors. As a result, comparative figures have been restated, and an
adjustment has been made to the opening balance of equity as at the beginning of the earliest
comparative period.
5. Segmental information
During the financial year, the Group sold its International business (“BMI”) and subsequently,
this operating segment has been removed from the segmental reporting and reported within
discontinued operations.
As a result, the Group has one reportable segment, consistent with the information that the Board
of Directors, which is the Group’s chief operating decision maker, uses internally for evaluating
the performance of its Group, and is therefore not presenting a segmental analysis in accordance
with IFRS 8 ‘Operating Segments’.
The required disclosures in accordance with IFRS 8, regarding revenues from major clients and
geographical location, are disclosed in note 6.
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 127
Strategic
Report
Financial
Statements

6. Revenue
restated
1
Investment management fees
66,237
67,825
Fund management fees
6,598
6,914
Financial planning income
17,102
8,182
Transactional income and foreign exchange trading fees
14,022
12,394
Interest income
7,601
11,367
Total revenue
111,560
106,682
1
The prior financial year has been restated to exclude the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
6(a) Geographic analysis
The Group’s continuing operations are located in the United Kingdom; therefore all Group
revenue is recognised in this jurisdiction. The Group’s discontinued operations in relation to BMI
are located in Jersey and Guernsey (refer to note 13).
6(b) Major clients
The Group is not reliant on any one client or group of connected clients for the generation
of revenues.
7. Administrative costs
Administrative costs are recognised as the services are received. The largest component of
the Group’s administrative costs are employee costs as shown below. Other costs included in
administrative costs are set out in note 9.
7(a) Employee costs
restated
1
Wages and salaries
40,420
40,338
Social security costs
5,300
5,206
Other pension costs
2,144
1,801
Share-based payments
1,379
1,366
Redundancy costs
1,792
1,588
Total employee costs
51,035
50,299
1
The prior financial year has been restated to exclude the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
Employee costs include Directors’ remuneration, the full details of which are included within the
Remuneration Committee report on pages 78 to 94.
Pension costs relate entirely to a defined contribution scheme.
7(b) Average number of employees
The average number of persons employed by the Group during the financial year, including
Directors, was as follows:
restated
1
Business employees
299
257
Functional employees
174
156
Average number of persons employed
473
413
1
The prior financial year has been restated to exclude the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025128

8. Other (losses)/gains
Other (losses)/gains represent the net changes in the fair value of the Group’s financial
instruments recognised in the consolidated statement of comprehensive income.
consideration payable
26
(341)
3
Gain on redemption of assets held at amortised cost
25
–
Gain in fair value of financial assets at fair value
through profit or loss
20
44
80
Other (losses)/gains
(272)
83
9. Operating profit
Statutory profit is stated after charging for the following administrative costs:
restated
1
Employee costs
7
51,035
50,299
Acquisition and integration-related costs
15
4,390
175
Amortisation of client relationships
3,997
3,384
Amortisation of computer software
2,294
1,376
Move to LSE’s Main Market costs
15
1,926
–
Auditors’ remuneration (see below)
1,783
996
Depreciation of right-of-use assets
1,661
1,577
(see below)
1,114
672
Depreciation of property, plant and equipment
520
567
Impairment of right-of-use assets
411
–
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
Financial Services Compensation Scheme levies
Administrative costs for the year ended 30 June 2025 include a charge of £1,114,000
(2024: £672,000) in respect of the Financial Services Compensation Scheme (“FSCS”) levy,
all of which is in respect of the estimated levy for the 2025/26 scheme year.
A more detailed analysis of auditors’ remuneration is provided below:
restated
1
Fees payable to the Company’s auditors for the audit of the
consolidated Group and Parent Company financial statements
610
356
Fees payable to the Company’s auditors and its associates for other
services:
–
Audit of the Company’s subsidiaries pursuant to legislation
184
177
–
Audit-related assurance services
530
462
–
Non-audit-related services
458
2
Total auditors’ remuneration
1,783
996
1
The prior financial year has been restated to separate the impact of discontinued operations on auditors’
remuneration of £314,000, consistent with the presentation in the current financial year. Refer to note 13 for details
of the results from discontinued operations.
10. Finance income and finance costs
restated
1
Dividends on preference shares
20
28
Interest on assets held at amortised cost
20
1,108
198
consideration receivable
21
273
–
Bank interest on deposits
1,426
2,299
Total finance income
2,827
2,525
Finance cost of lease liabilities
122
153
payable
26
426
13
Finance cost of retention liability
49
–
Total finance costs
597
166
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the
presentation in the current period. Refer to note 13 for details of the results from discontinued operations.
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 129
Strategic
Report
Financial
Statements

11. Other non-operating income
Other non-operating income mainly relates to a refund of VAT received from HM Revenue and
Customs (“HMRC”). During the financial year, the Group received confirmation from HMRC that
the supply of certain Group services was exempt from VAT. As a result, the Group received
a refund in respect of VAT arising on those services during the period from 1 January 2020 to
30 September 2024. This has been treated as non-operating income in view of its non-recurring
nature and given it is outside the ordinary course of business.
12. Taxation from continuing operations
The current tax expense for the year ended 30 June 2025 was calculated based on the
Corporation Tax rate of 25.0% (2024: 25.0%).
restated
1
£’000
£’000
UK Corporation Tax
6,670
6,027
Under provision of current tax in prior years
576
202
Total current tax expense
7,246
6,229
Deferred tax credits
(1,357)
(1,705)
Under provision of deferred tax in prior years
–
(288)
Total income tax expense
5,889
4,236
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
Profit before taxation from continuing operations
28,905
(11,386)
17,519
in the UK of 25.0%
7,226
(2,847)
4,379
— Depreciation and amortisation
(54)
79
25
— Disallowable expenses
381
983
1,364
— Share-based payments
(470)
15
(455)
— Under provision in prior years
576
–
576
Total income tax expense
7,659
(1,770)
5,889
Effective tax rate
26.5%
N/A
33.6%
Year ended 30 June 2024 restated
1
Profit before taxation from continuing operations
30,302
(5,687)
24,615
in the UK of 25.0%
7,576
(1,422)
6,154
— Depreciation and amortisation
(361)
(47)
(408)
— Non-taxable income
(20)
–
(20)
— Disallowable expenses
166
–
166
— Share-based payments
(1,676)
106
(1,570)
— Under provision in prior years
(86)
–
(86)
Total income tax expense
5,599
(1,363)
4,236
Effective tax rate
18.5%
N/A
17.2%
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
In addition, there has been an update to the results presented in the restated comparative period previously
disclosed in the interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for
further details.
The statutory rate of Corporation Tax applied to the taxable profit for the year ended
30 June 2025 is 25.0% (year ended 30 June 2024: 25.0%). Deferred tax assets and liabilities are
calculated at the rate that is expected to be in force when the temporary differences unwind.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025130

13. Result from discontinued operations
13(a) Summary financials
On 21 February 2025, the Group completed the sale of BMI, which made up the Group’s
previously reported International segment. As a result, the BMI-related operations have been
reclassified as discontinued operations in these consolidated financial statements in accordance
with IFRS 5 ‘Non-current assets held for sale and discontinued operations’.
Additionally, on 31 October 2024, Brooks Macdonald Asset Management Limited resigned
as investment manager to DCF (subsequently renamed SVS RM Defensive Capital Fund) and
accordingly, the related revenue and expenses have also been reclassified as discontinued
operations in the consolidated statement of comprehensive income.
restated
1
(Loss)/profit from discontinued operations before tax
(382)
158
Taxation expense on discontinued operations
(199)
(926)
Gain/(loss) on disposal of International disposal group
9,391
(1,513)
Gain on disposal of DCF discontinued operations
936
–
Change in fair value of deferred consideration receivable
(392)
–
Goodwill impairment on discontinued operations
–
(11,641)
Result from discontinued operations
9,354
(13,922)
1
There has been an update to the results presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for further details.
Cash flow statement of discontinued operations
The net cash flows generated by discontinued operations are as follows:
Net cash flows from operating activities
1,432
1,963
Net cash flows from investing activities
(25)
516
Net cash flows from financing activities
(254)
(350)
Cash disposed of
(7,402)
–
Net cash flows from discontinued operations
(6,249)
2,129
13(b) International disposal group
Result
The results of discontinued operations for the International disposal group are shown below:
Revenue
11,859
19,911
Administrative costs
(12,563)
(20,687)
Operating loss
(704)
(776)
Finance income
283
516
Finance costs
(14)
(39)
Loss before tax
(435)
(299)
Taxation credit/(expense)
12
(812)
Loss after tax
(423)
(1,111)
Gain/(loss) on disposal of International disposal group
9,391
(1,513)
Goodwill impairment on discontinued operations
–
(11,641)
Result from discontinued operations
8,968
(14,265)
1
There has been an update to the results presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for further details.
In the prior financial year the Group recognised an impairment loss of £11,641,000 against the
International CGU. This followed an impairment review triggered by macroeconomic pressures,
market volatility, and client fund withdrawals.
Gain/(loss) on disposal
Initial cash consideration
27,147
–
Fair value of deferred contingent consideration receivable
13,649
–
Amounts payable to buyer for employee retention
(2,753)
–
Total consideration
38,043
–
Net assets disposed
(25,017)
–
Costs to sell
(3,635)
(1,513)
Gain/(loss) on disposal of International disposal group
9,391
(1,513)
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 131
Strategic
Report
Financial
Statements

On completion, the Group received initial cash consideration of £27,147,000. Deferred contingent
consideration of up to £22,850,000 is receivable two years post-completion contingent on BMI
reaching certain revenue targets on an actual and run-rate basis. On disposal, the estimated
fair value of net deferred contingent consideration receivable was £13,649,000. The net assets
disposed represent the net assets of BMI on the Group’s balance sheet as at the completion
date which includes client relationship intangible assets, goodwill and associated deferred tax
liabilities attributable to BMI.
The costs to assist with the disposal of BMI relate to third-party consultancy spend and
corporate advisory fees. £1,513,000 of these costs were incurred in the prior financial year,
therefore the gain recognised in the current financial year excludes these costs.
This gain is presented within profit from discontinued operations in the consolidated statement
of comprehensive income for the year ended 30 June 2025.
13(c) DCF
Result
The results of discontinued operations for DCF are shown below:
restated
1
Revenue
344
1,669
Administrative costs
(292)
(1,223)
Operating profit
52
446
Net finance income
1
11
Profit before tax
53
457
Taxation
(13)
(114)
Profit after tax
40
343
Gain on disposal of DCF discontinued operations
936
–
Change in fair value of deferred contingent consideration
(392)
–
Taxation on gain on disposal of DCF discontinued operations
(198)
–
Result from discontinued operations
386
343
1
There has been an update to the results presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for further details.
Gain on disposal
Initial cash consideration received
523
Fair value of deferred contingent consideration receivable
658
Total consideration
1,181
Net assets disposed
(245)
Gain on disposal of DCF
936
Initial cash consideration of £523,000 was received on completion, and additional cash
consideration will be receivable, contingent on funds under management meeting certain
targets over a three-year period post disposal. On disposal, the estimated fair value of deferred
contingent consideration receivable was £658,000. Net assets disposed is the goodwill
previously recognised by the Group attributable to DCF.
This gain on disposal is presented within profit from discontinued operations in the consolidated
statement of comprehensive income for the year ended 30 June 2025.
14. Business combinations
On 29 October 2024, the Group acquired CST Wealth Management Limited (“CST”), a chartered
financial planning firm based in Wales with assets under advice of c.£170 million and c.500 clients.
The acquisition consisted of acquiring 100% of the issued share capital of CST.
On 29 November 2024, the Group completed the acquisition of Lucas Fettes (Holdings)
Limited and its wholly-owned subsidiary Lucas Fettes and Partners (Financial Services) Limited
(together “Lucas Fettes”), a Norwich-based financial planning provider with assets under advice
of c.£890 million and c.300 corporate and employee benefit clients. The acquisition consists of
acquiring 100% of the issued share capital of Lucas Fettes.
On 31 January 2025, the Group completed the acquisition of LIFT-Financial Group Limited and
LIFT-Invest Limited (together, “LIFT”). The acquisition brings additional assets under advice of
c.£1.6 billion and c.1,350 clients made up of private individuals, predominantly in financial services
and professional sports, families and corporate clients. In addition to wealth management, LIFT
offers mortgage and insurance services. The acquisition consists of acquiring 100% of the issued
share capital of LIFT.
13. Result from discontinued operations continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025132

All three acquisitions were primarily funded through the Group’s existing financial resources
with a small portion of the purchase consideration settled via the issuance of ordinary shares.
The acquisitions align with the Group’s strategy to expand its client reach and accelerate growth
in financial planning. The acquired businesses have been integrated into the Group’s financial
planning business and will enhance its existing financial planning capability. They bring a strong
presence in geographical areas where there is opportunity to grow and complement those
previously and newly acquired businesses.
The acquisitions have been accounted for using the acquisition method and details of the
purchase consideration are as follows:
Initial cash consideration
1,250
4,294
30,131
35,675
Initial share consideration
i
500
206
–
706
Cash consideration for
excess net assets
ii
1,472
1,382
–
2,854
consideration at fair value
iii
1,378
4,281
8,899
14,558
consideration
4,600
10,163
39,030
53,793
i. The Group issued 42,673 ordinary shares to the previous shareholders at a price of £16.41 and
£16.61 per share. The number of shares issued was based on the average 5-day mid-market
share price at the completion date to provide the equivalent consideration value of £706,000.
ii. In accordance with the relevant sales purchase agreement (“SPA”), the Group was required to
pay the difference between the available capital and the required regulatory capital.
iii. The total estimated fair value of deferred contingent cash consideration at the respective
acquisition dates was £14,558,000, with deferred payments due to be made at either one or
two years post-acquisition contingent on targets relating to client attrition and the underlying
profitability of the acquired businesses. The maximum undiscounted deferred contingent
consideration payable is £21,250,000.
14(a) Net assets acquired through business combinations
Tangible fixed assets
–
29
53
82
Trade and other receivables
463
1,635
177
2,275
Cash at bank
1,299
894
2,185
4,378
Trade and other payables
(10)
(568)
(488)
(1,066)
Provisions
–
–
(375)
(375)
receivable
(158)
180
(422)
(400)
Total net assets recognised by
acquired companies
1,594
2,170
1,130
4,894
Client relationship contracts
1,764
5,512
15,701
22,977
Deferred tax liabilities
(441)
(1,378)
(3,925)
(5,744)
Net identifiable assets
2,917
6,304
12,906
22,127
Goodwill
1,683
3,859
26,124
31,666
Total purchase consideration
4,600
10,163
39,030
53,793
The trade and other receivables were recognised at their fair value, being the gross contractual
amounts, deemed fully recoverable.
Client relationship intangible assets of £22,977,000 were recognised on acquisition in respect
of the expected cash inflows and economic benefit from the acquired business. An associated
deferred tax liability of £5,744,000 was recognised in relation to the expected cash inflows on
the acquired client relationship intangible asset. Goodwill of £31,666,000 was recognised on
acquisition in respect of the expected growth in the acquired businesses and associated cash
inflows. The fair value of the assets acquired were the gross contractual amounts and were
all considered to be fully recoverable. The fair value of the identifiable assets and liabilities
acquired, at the dates of acquisition, are detailed above.
14. Business combinations continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 133
Strategic
Report
Financial
Statements

14(b) Acquisition impact on reported results
In the period from acquisition to 30 June 2025, the consolidated statement of comprehensive
income included revenue of £9,025,000 and statutory profit before tax of £2,797,000 from the
acquired entities. Had the acquired entities been consolidated from 1 July 2024, the consolidated
statement of comprehensive income would have included revenue of £19,188,000 and statutory
profit before tax of £5,035,000.
14(c) Net cash outflow resulting from business combinations
Total purchase consideration
4,600
10,163
39,030
53,793
Less shares issued as consideration
(500)
(206)
–
(706)
consideration at fair value
(1,378)
(4,282)
(8,899)
(14,559)
Cash paid for acquired businesses
2,722
5,675
30,131
38,528
Less cash held by acquired entities
(1,299)
(894)
(2,185)
(4,378)
activities
1,423
4,781
27,946
34,150
15. Earnings per share
The Board of Directors considers that underlying earnings per share provides an appropriate
reflection of the Group’s performance in the financial year. Underlying earnings per share
are calculated based on ‘underlying earnings’, which is defined as earnings after underlying
adjustments listed below. The tax effect of these adjustments has also been considered.
Underlying earnings is an alternative performance measure (“APM”) used by the Group. Refer
to page 162 for a glossary of the Group’s APMs, their definition and criteria for how underlying
adjustments are considered.
Earnings for the financial year used to calculate earnings per share as reported in these
consolidated financial statements were as follows:
restated
1
Note
£’000
£’000
Earnings from continuing operations
11,630
20,379
Earnings/(loss) from discontinued operations
13
9,354
(13,922)
shareholders
20,984
6,457
Acquisition and integration related costs
4,390
433
Amortisation of acquired client relationships
3,997
3,383
Organisational restructure
2,084
2,129
Move to LSE’s Main Market costs
1,926
–
Head office relocation
1,278
–
Other non-operating items
(2,289)
(258)
Tax impact of underlying profit adjustments
12
(1,770)
(1,362)
Less (earnings)/loss from discontinued operations
13
(9,354)
13,922
shareholders from continuing operations
21,246
24,704
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
In addition, there has been an update to the results presented in the restated comparative period previously
disclosed in the interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for
further details.
Other non-operating items primarily relates to a refund from HMRC (£3.1 million) in respect of
VAT arising on the Group’s AIM Portfolio Services as it was confirmed this was exempt from VAT,
covering the period from 1 October 2019 to 30 September 2024. This is partially offset by legacy
legal costs (£0.3 million) and strategy-related review costs conducted as a result of the significant
business change following the acquisitions and BMI disposal (£0.5 million). These items are
excluded from underlying results in view of their non-recurring nature.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
14. Business combinations continued
Brooks Macdonald Group plc Annual Report and Accounts 2025134

Basic earnings per share is calculated by dividing earnings attributable to ordinary shareholders
by the weighted average number of shares in issue throughout the period. Included in the
weighted average number of shares for basic earnings per share purposes are employee share
options at the point all necessary conditions have been satisfied and the options have vested,
even if they have not yet been exercised.
Diluted earnings per share represents the basic earnings per share adjusted for the effect of
dilutive potential shares issuable on exercise of employee share options under the Group’s
share-based payment schemes, weighted for the relevant period. The diluted weighted
average number of shares in issue and diluted earnings per share considers the effect of all
dilutive potential shares issuable on exercise of employee share options. The potential shares
issuable includes the contingently issuable shares related to share awards that have not yet
vested and the vested unissued share options that are either nil cost options or have little
or no consideration.
The weighted average number of shares in issue were as follows:
Weighted average number of shares in issue
16,160,786
16,098,412
share options
135,256
275,450
Diluted weighted average number of shares in issue
16,296,042
16,373,862
restated
1
Basic earnings per share from continuing operations
72.0
126.6
Basic earnings/(loss) per share from discontinued operations
57.9
(86.5)
Total statutory basic earnings per share
129.9
40.1
Diluted earnings per share from continuing operations
71.4
124.5
Diluted earnings/(loss) per share from discontinued operations
57.4
(85.0)
Total statutory diluted earnings per share
128.8
39.5
Basic underlying earnings per share
131.5
153.5
Diluted underlying earnings per share
130.4
150.9
1
The prior financial year has been restated to separate the results of discontinued operations, consistent with the
presentation in the current financial year. Refer to note 13 for details of the results of discontinued operations.
In addition, there has been an update to the results presented in the restated comparative period previously
disclosed in the interim report and accounts for the six months ended 31 December 2024. Refer to note 2 for
further details.
16. Dividends
Amounts recognised as distributions to equity holders of the Company in the financial year were
as follows:
(2023: 47 .0p) per share
7,872
7,467
(2024: 29.0p) per share
4,823
4,627
Total dividends
12,695
12,094
The interim dividend of 30.0p (2024: 29.0p) per share was paid on 11 April 2025.
A final dividend for the year ended 30 June 2025 of 51. 0p (2024: 49.0p) per share was declared
by the Board of Directors on 3 September 2025 and is subject to approval by the shareholders at
the Company’s Annual General Meeting. It will be paid on 4 November 2025 to shareholders who
are on the register at the close of business on 19 September 2025. Based on the current number
of shares in issue at the date of signing this report, and excluding own shares held, the total
amount payable for the final dividend would be £7.9 million.
15. Earnings per share continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 135
Strategic
Report
Financial
Statements

17. Intangible assets
At 30 June 2023
64,373
8,830
76,098
149,301
Additions
–
1,734
–
1,734
At 30 June 2024
64,373
10,564
76,098
151,035
Additions
31,667
7,491
22,977
62,135
Disposals
(249)
–
–
(249)
Disposal of subsidiary
(21,243)
–
(29,930)
(51,173)
At 30 June 2025
74,548
18,055
69,145
161,748
Accumulated amortisation and
impairment
At 30 June 2023
11,213
359
37,147
48,719
Amortisation charge
–
1,603
5,848
7,451
Impairment
11,641
–
–
11,641
At 30 June 2024
22,854
1,962
42,995
67,811
Amortisation charge
–
2,480
5,863
8,343
Disposal of subsidiary
(11,641)
–
(22,230)
(33,871)
At 30 June 2025
11,213
4,442
26,628
42,283
At 30 June 2023
53,160
8,471
38,951
100,582
At 30 June 2024
41,519
8,602
33,103
83,224
At 30 June 2025
63,335
13,613
42,517
119,465
The amortisation charge of intangible assets is recognised within administrative costs in the
consolidated statement of comprehensive income.
17(a) Goodwill
Goodwill acquired through business combinations is allocated to the respective CGUs
that benefit from the acquisition. Impairment reviews are conducted annually to assess the
recoverability of goodwill. As of 30 June 2025, the impairment assessments determined that no
goodwill impairment is required for the CGUs within the Group.
Carrying amount of goodwill by CGU
LIFT
26,124
–
Cornelian
15,863
16,111
Adroit
8,541
8,541
Integrity
3,945
3,945
Lucas Fettes
3,859
–
Funds
3,320
3,320
CST
1,683
–
International
–
9,602
Total goodwill
63,335
41,519
During the year ended 30 June 2025, goodwill was acquired through the acquisitions of CST,
Lucas Fettes and LIFT (note 14). Conversely, goodwill related to the disposals of the DCF (which
was part of the Braemar acquisition) and International CGUs were derecognised (note 13).
Impairment assessment method and key assumptions
The recoverable amount of each CGU is estimated using value-in-use calculations based on
five-year cash flow projections, derived from the most recent budgets and forecasts approved
by subsidiary boards. These cash flows are extrapolated using a long-term growth rate of 2%,
reflective of historical performance, management strategies and prevailing economic conditions.
The key judgements and estimates use in the impairment calculations are the pre-tax discount
rates and annual revenue growth. These are set out in the table below and reflect market
conditions and specific business risks of the CGU.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025136

CGU
Pre-tax discount rate
Annual revenue growth
LIFT
11%
7%-8%
Cornelian
12% (2024: 13%)
8%-10% (2024: 8%-9%)
Adroit
12% (2024: 14%)
9%-10% (2024: 9%-15%)
Integrity
14% (2024: 14%)
16%-28% (2024: 8%-13%)
Lucas Fettes
13%
9%-10%
Funds
14% (2024: 15%)
(4)%-0% (2024: 2%-9%)
CST
12%
9%-10%
All CGUs with goodwill showed surplus recoverable amounts over carrying amounts in
the impairment assessments as of 30 June 2025. No significant changes to assumptions of
CGU-specific risks necessitate further disclosure.
Sensitivity analysis: reasonably possible changes to assumptions
The below table reflects the sensitivity analysis conducted to determine the potential for
impairment under reasonably possible changes in assumptions.
LIFT
Increase to 14%
Reduction to (2)%-(1)%
Cornelian
Increase to 14%
Reduction to 1%-3%
Adroit
Increase to 15%
Reduction to 1%-2%
Integrity
Increase to 22%
Reduction to 0%-12%
Lucas Fettes
Increase to 16%
Reduction to 4%-5%
* There are no reasonably possible changes to assumptions that would result in an impairment.
17(b) Computer software
Internally developed software is amortised on a straight-line basis over a lifespan of
approximately four years, subject to specific project adjustments based on size and usability.
17c) Acquired client relationship contracts
Acquired client relationship contracts represent fair value and are amortised over estimated
useful lives ranging from six to twenty years.
The additions within the financial year relate to client relationships recognised on acquisition,
including the acquisition of a portfolio of financial advice clients, totalling £22,977,000.
18. Property, plant and equipment
At 1 July 2023
3,146
642
966
4,754
Additions
13
47
23
83
Disposals
(11)
(3)
(3)
(17)
At 30 June 2024
3,148
686
986
4,820
Additions
2,617
183
477
3,277
Disposals
–
(7)
–
(7)
Disposal of subsidiary
(730)
(151)
(146)
(1,027)
At 30 June 2025
5,035
711
1,317
7,063
At 1 July 2023
1,647
442
542
2,631
Depreciation charge
571
95
190
856
Depreciation on disposals
(11)
(3)
(3)
(17)
At 30 June 2024
2,207
534
729
3,470
Additions
51
144
138
333
Depreciation charge
384
84
178
646
Disposal of subsidiary
(566)
(105)
(133)
(804)
At 30 June 2025
2,076
657
912
3,645
At 30 June 2023
1,499
200
424
2,123
At 30 June 2024
941
152
257
1,350
At 30 June 2025
2,959
54
405
3,418
17. Intangible assets continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 137
Strategic
Report
Financial
Statements

19. Right-of-use assets
At 1 July 2023
798
10,138
10,936
Additions
174
1,125
1,299
Adjustment on change of lease terms
(91)
(315)
(406)
At 30 June 2024
881
10,948
11,829
Additions
52
12,423
12,475
Adjustment on change of lease terms
–
(2)
(2)
Disposal of subsidiary
–
(1,970)
(1,970)
At 30 June 2025
933
21,399
22,332
At 1 July 2023
195
6,412
6,607
Depreciation charge
210
1,929
2,139
Adjustment on change of lease terms
50
(192)
(142)
At 30 June 2024
455
8,149
8,604
Depreciation charge
192
2,093
2,285
Adjustment on change of lease terms
51
–
51
Disposal of subsidiary
–
(1,809)
(1,809)
Impairment
–
411
411
At 30 June 2025
698
8,844
9,542
At 30 June 2023
603
3,726
4,329
At 30 June 2024
426
2,799
3,225
At 30 June 2025
235
12,555
12,790
The Group offers a car leasing arrangement to provide a salary sacrifice car leasing scheme for
employees. Each vehicle leased to individual employees creates a separate right-of-use asset
and lease liability measured at present value of the remaining lease payments, discounted using
the lessee’s estimated incremental borrowing rate (see note 24).
The property additions relate to two new leases that commenced during the financial year.
As at 30 June 2025, the Company recognised right-of-use assets totalling £11,509,000 in respect
of a lease agreement for the Group’s head office relocation, with a 10-year term and no break
options, a rent review scheduled five years from lease commencement, a 25-month rent-free
period at the start of the lease and no rent deposit required. The Company has assessed the
ROU asset of the existing London office for impairment and recognised an impairment charge of
£411,000 in the statement of comprehensive income.
20. Financial assets and liabilities
Financial assets and liabilities comprise the following:
Financial assets at fair value through other comprehensive income
–
500
Financial assets measured at amortised cost
56,243
78,089
Financial assets held at amortised cost
19,925
29,963
Cash and cash equivalents (note 23)
33,915
44,731
Trade and other receivable (note 22)
2,403
3,395
Financial assets at fair value through profit and loss
15,283
905
Financial assets held at fair value through profit and loss
1,095
905
Deferred contingent consideration receivable (note 21)
14,188
–
Total financial assets
71,526
79,494
Financial assets measured at amortised cost
7,959
3,728
Trade payables (note 29)
7,959
3,728
Financial liabilities measured at fair value through profit and loss
16,105
–
Deferred contingent consideration payable (note 26)
16,105
–
Total financial liabilities
24,064
3,728
20(a) Financial assets held at amortised cost
At 1 July
29,963
–
Additions
–
29,978
Disposals
(9,959)
–
Interest income under EIR method
1,108
197
Contractual coupons received
(1,187)
(212)
At 30 June
19,925
29,963
The Group holds UK Government Investment Loan and Treasury Stock (“Gilts”). The Gilts carry
coupon rates ranging from 1.5%-4.5% per annum and have maturity dates ranging from 2026-2028.
The Group partially disposed of its Gilts holding to meet a short-term liquidity requirement to
fund the acquisition of LIFT. Refer to note 4(k) for further detail on the accounting treatment of
financial assets held at amortised cost.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025138

20(b) Financial assets at fair value through other comprehensive income
At 1 July
500
500
Disposal
(500)
–
At 30 June
–
500
During the year ended 30 June 2025, the Group disposed of its investment of redeemable
£500,000 preference shares in an unlisted company incorporated in the UK.
20(c) Financial assets at fair value through profit or loss
At 1 July
905
825
Additions
14,453
–
Changes in fair value
(75)
80
At 30 June
15,283
905
Included in financial assets at fair value through profit and loss are amounts related to deferred
contingent consideration receivable of £14,188,000 (see note 21 for further details).
The Group holds 500,000 shares in five of the SVS Cornelian Risk Managed Passive Funds. During
the year ended 30 June 2025, the Group recognised a gain on these investments of £25,000. The
Group’s holding in the SVS Cornelian Risk Managed Passive Funds at 30 June 2025 was £676,000.
The Group previously invested £215,000 in the Blueprint Multi Asset Fund range across the
various models within the fund range. During the year ended 30 June 2025, the Group recognised
a gain on these investments of £14,000. The Group’s holding in the Blueprint Multi Asset Fund
range at 30 June 2025 was £268,000. Within the year, the Group invested an additional £135,000
in the MPS Fund and £11,000 in the Cornelian J Class fund range. These investments generated
a combined gain of £5,000. As of year-end, the Group’s total holdings across these fund ranges
amounted to £151,000.
20(d) Levelling analysis
The following table provides an analysis of the financial assets and liabilities that, subsequent to
initial recognition, are measured at fair value. These are grouped into the following levels within
the fair value hierarchy, based on the degree to which the inputs used to determine the fair value
are observable:
• Level 1 – derived from quoted prices in active markets for identical assets or liabilities at the
measurement date;
• Level 2 – derived from inputs other than quoted prices included within Level 1 that are
observable, either directly or indirectly; and
• Level 3 – derived from inputs that are not based on observable market data.
At 1 July 2024
905
–
500
1,405
Additions
146
–
14,307
14,453
Net changes in fair value
44
–
(392)
(348)
contingent consideration receivable
–
–
273
273
Disposals
–
–
(500)
(500)
At 30 June 2025
1,095
–
14,188
15,283
Level 3 financial assets include an addition for deferred contingent consideration receivable,
which due to materiality is separately disclosed on the consolidated statement of financial
position. Disposals during the period relate to unlisted preference shares, which are valued using
a perpetuity income model, based upon the preference dividend cash flows. The fair value of the
assets was not deemed to be impacted by changes in the unobservable inputs as the dividend
cash flows were contractual.
20. Financial assets and liabilities continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 139
Strategic
Report
Financial
Statements

At 1 July 2024
–
–
–
–
Additions
–
–
15,338
15,338
consideration payable
–
–
426
426
Net changes in fair value
–
–
341
341
At 30 June 2025
–
–
16,105
16,105
Level 3 financial liabilities relate to deferred contingent consideration payable, valued using the
net present value of the expected future amounts payable. The key inputs are management-
approved forecasts and expectations against the criteria of the deferred contingent
consideration to set expectations of future amounts payable. The deferred contingent
consideration is reviewed and revalued at regular intervals over the deferred contingent
consideration period (refer to note 26). The fair value is sensitive to the change in management-
approved forecasts, which relate to revenue and AUM projections for future periods, however, at
each reporting date, the relevant management approved forecasts are deemed to be the most
accurate and relevant input to the fair value measurement.
21. Deferred contingent consideration receivable
Deferred contingent consideration receivable reflects the Directors’ best estimate of amounts
receivable in the future in respect of the sale of certain subsidiary undertakings and businesses.
Deferred contingent consideration receivable is measured at its fair value based on discounted
expected future cash flows. The movements in the total deferred contingent consideration
receivable balance during the financial year were as follows:
At 1 July
–
–
Additions
14,307
–
Finance income on deferred contingent consideration receivable
273
–
Fair value adjustments
(392)
–
At 30 June
14,188
–
Amounts falling due within one year
289
–
Amounts falling due after more than one year
13,899
–
Total deferred contingent consideration receivable
14,188
–
During the financial year, the Group resigned as investment manager to the SVS Brooks
Macdonald Defensive Capital Fund (“DCF”) (subsequently renamed SVS RM Defensive Capital
Fund). The resignation was subject to an SPA and under the terms of the SPA, the Group are
entitled to deferred contingent consideration receivable based on funds under management
meeting certain targets over a three-year period post disposal. On disposal, the estimated fair
value of deferred contingent consideration receivable was £658,000. As at 30 June 2025, the fair
value of deferred contingent consideration receivable for the DCF disposal was £289,000.
Additionally, the Group sold BMI and its wholly-owned subsidiaries, which made up the Group’s
previously reported International segment. Part of the consideration is deferred based on the
disposal group revenue levels measured over a one-year period commencing 12 months post
disposal, and payable two years post completion. On disposal, the estimated fair value of
deferred contingent consideration receivable was £13,649,000. As at 30 June 2025, the fair value
of deferred contingent consideration receivable for the sale of BMI was £13,899,000.
22. Trade and other receivables
Trade receivables
832
2,899
Other receivables
1,571
496
Prepayments and accrued income
23,478
25,666
Total trade and other receivables
25,881
29,061
Expected credit losses are immaterial in relation to trade receivables; refer to note 34 for details
on the credit risk assessment. Accrued income includes portfolio management fee income for
the final quarter, outstanding at the consolidated statement of financial position date.
23. Cash and cash equivalents
Cash and cash equivalents are distributed across a range of financial institutions with high credit
ratings in accordance with the Group’s treasury policy. Cash at bank comprises current accounts
which can be accessed immediately.
Cash and cash equivalents also includes amounts held in money market funds and deposit
accounts with a maturity of three months or less. The purpose of these holdings is to meet
short-term cash requirements rather than for underlying investment purposes and are subject to
insignificant risk of changes in value.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
20. Financial assets and liabilities continued
Brooks Macdonald Group plc Annual Report and Accounts 2025140

24. Lease liabilities
Finance costs and financing cash flows associated with leases are reconciled below to show the
movement in the financial year.
At 1 July 2023
611
4,530
5,141
Additions
174
1,157
1,331
Adjustment on change of lease terms
(142)
(175)
(317)
Payments made
(225)
(2,311)
(2,536)
Finance cost of lease liabilities
21
174
195
At 30 June 2024
439
3,375
3,814
Additions
52
14,204
14,256
Adjustment on change of lease terms
(57)
3
(54)
Payments made
(203)
(3,016)
(3,219)
Finance cost of lease liabilities
15
280
295
Disposal of subsidiary
–
(174)
(174)
At 30 June 2025
246
14,672
14,918
Amounts falling due within one year
700
2,169
Amounts falling due after more than one year
14,218
1,645
Total lease liabilities
14,918
3,814
Within one year
1,561
2,054
One to five years
10,454
1,445
More than five years
7,568
–
Total lease liabilities – undiscounted
19,583
3,499
Reconciliation of lease liability to changes in cash flows
The payments made included in the table above include lease payments of £254,000 (2024:
£350,000) relating to leases attributable to discontinued operations up until the date of disposal.
The Group offers a car leasing arrangement to provide a salary sacrifice car leasing scheme
for employees. Each vehicle leased to individual employees creates a separate right-of-use
asset (note 19) and lease liability measured at present value of the remaining lease payments,
discounted using the lessee’s estimated incremental borrowing rate.
The Group is party to leases as lessee in relation to property agreements for the use of office
space. All leases are accounted for by recognising a right-of-use asset and a lease liability at
the lease commencement date. Lease liabilities are initially measured at the present value of
the contractual payments due to the lessor over the lease term discounted using the Group’s
incremental borrowing rate.
During the financial year, the Group recognised a new lease liability of £12,973,000 in relation to its
new London head office. Further details of the lease are disclosed in note 19.
25. Provisions
At 1 July 2023
250
167
625
280
1,322
Charge to the
consolidated statement of
comprehensive income
640
691
83
–
1,414
Utilised during the year
(295)
(167)
(268)
–
(730)
At 30 June 2024
595
691
440
280
2,006
Charge to the
consolidated statement of
comprehensive income
15
817
466
236
1,534
Utilised during the year
(275)
(691)
–
(280)
(1,246)
Additions
–
–
–
375
375
Disposals
–
–
(6)
–
(6)
At 30 June 2025
335
817
900
611
2,663
Amounts falling due within one year
1,890
1,628
Amounts falling due after more than one year
773
378
Total provisions
2,663
2,006
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 141
Strategic
Report
Financial
Statements

25(a) Client compensation
Client compensation provisions relate to the potential liability arising from client complaints
against the Group. Complaints are assessed on a case-by-case basis and provisions for
compensation are made when they meet the recognition criteria. The amount recognised within
provisions for client compensation represents management’s best estimate of the potential
liability. The timing of the corresponding outflows is uncertain as these are made as and when
claims arise.
25(b) FSCS levy
Following confirmation by the FSCS in July 2025 of its final industry levy for the 2025/26 scheme
year, the Group has made a provision of £817,000 (2024: £691,000) for its estimated share.
25(c) Leasehold dilapidations
Leasehold dilapidations relate to dilapidation provisions expected to arise on leasehold premises
held by the Group, and monies due under the contract with the assignee of leases on the Group’s
leased properties.
25(d) Other provisions
Other provisions include tax-related items arising from voluntary disclosures made by the Group
to HMRC, following an input VAT review conducted during a prior financial year.
26. Deferred contingent consideration payable
Deferred contingent consideration payable reflects the Directors’ best estimate of amounts
payable in the future in respect of certain client relationships and subsidiary undertakings that
were acquired by the Group. Deferred contingent consideration payable is measured at its
fair value based on discounted expected future cash flows and is split between current and
non-current liabilities to the extent that it is due for payment within one year of the reporting
date. The movements in the total deferred contingent consideration payable balance during the
financial year were as follows:
At 1 July
–
1,467
Additions
15,338
–
Finance cost of deferred contingent consideration
426
13
Fair value adjustments
341
(3)
Payments made during the year
–
(852)
Share issues as consideration
–
(625)
At 30 June
16,105
–
Amounts falling due within one year
14,176
–
Amounts falling due after more than one year
1,929
–
Total deferred contingent consideration payable
16,105
–
During the financial year, the Group completed three acquisitions of CST, Lucas Fettes and LIFT
(refer to note 14). Part of the consideration amounts payable are deferred over one and two-year
periods. The deferred amount is based on client attrition levels and business profitability over the
deferral period. The estimated fair value of the deferred contingent consideration at acquisition
was £14,558,000. During the period from acquisition to 30 June 2025, the Group recognised a
finance cost of £398,000 and a fair value adjustment of £342,000 on the amount payable.
Also, during the year, the Company acquired a portfolio of financial advice clients. Part of the
consideration amount, £779,000, is deferred over a year. The Company recognised a finance cost
of £27,000 and £81,000 fair value increase in the deferred contingent amount.
Deferred contingent consideration is classified as Level 3 within the fair value hierarchy, as
defined in note 20.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
25. Provisions continued
Brooks Macdonald Group plc Annual Report and Accounts 2025142

27. Net deferred tax liabilities
An analysis of the Group’s deferred assets and deferred tax liabilities is shown below:
The gross movement on the deferred income tax account during the financial year
was as follows:
At 1 July
(5,394)
(6,033)
intangible assets
14
(5,744)
–
Credit to the consolidated statement of
comprehensive income
1,357
1,574
Charge recognised in equity
(346)
(935)
Disposal of subsidiary
964
–
At 30 June
(9,163)
(5,394)
The change in deferred income tax assets and liabilities during the financial year was as follows:
At 1 July 2023
2,333
363
119
164
2,979
Credit to the
consolidated statement of
comprehensive income
503
(216)
(7)
(71)
209
Charge to equity
(935)
–
–
–
(935)
At 30 June 2024
1,901
147
112
93
2,253
Disposal of subsidiary
(147)
(4)
3
(148)
Credit to the
consolidated statement of
comprehensive income
2
–
117
106
225
Charge to equity
(346)
–
–
–
(346)
At 30 June 2025
1,557
–
225
202
1,984
Deferred tax assets to be settled within one year
947
1,192
Deferred tax assets to be settled after more than one year
1,037
1,061
Total deferred tax assets
1,984
2,253
The carrying amount of the deferred tax asset is reviewed at each reporting date and is only
recognised to the extent that it is probable that future taxable profits of the Group will allow the
asset to be recovered. There is an amount of unrecognised deferred tax in relation to capital
losses carried forward at 30 June 2025 of £859,000. A deferred tax asset is not recognised
in these consolidated financial statements, nor the Parent Company financial statements, on
the basis that it is not probable that capital gains will be available against which capital losses
can be offset.
The change in deferred income tax liabilities during the financial year is as follows:
At 1 July 2023
856
8,156
9,012
Credit to the consolidated statement of
comprehensive income
62
(1,427)
(1,365)
At 30 June 2024
918
6,729
7,647
Disposal of subsidiary
(5)
(1,106)
(1,111)
Acquisition of subsidiaries
–
5,744
5,744
of comprehensive income
75
(1,208)
(1,133)
At 30 June 2025
988
10,159
11,147
Deferred tax liabilities to be settled within one year
1,185
1,006
Deferred tax liabilities to be settled after more than one year
9,962
6,641
Total deferred tax liabilities
11,147
7,647
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 143
Strategic
Report
Financial
Statements

28. Other non-current liabilities
At 1 July
587
783
National insurance liability in respect of share option awards
392
128
Liability in respect of retention payments to ex-BMI employees
456
–
Transfer to current liabilities
(391)
(324)
At 30 June
1,044
587
Other non-current liabilities include employer’s National Insurance contributions arising from
share option awards under the Long-Term Incentive Scheme (“LTIS”) and Long-Term Incentive Plan
(“LTIP”) schemes. During the financial year, a liability was recognised of £392,000 (2024: £128,000)
in respect of awards granted during the financial year, which are expected to vest in the future.
During the financial year, an amount of £391,000 (2024: £324,000) was transferred to current
liabilities, reflecting awards that are expected to vest within the next 12 months. At 30 June 2025,
the non-current liability for employer’s National Insurance contributions arising from share option
awards under the LTIS and LTIP schemes was £588,000 (2024: £587,000).
29. Trade and other payables
Trade payables
7,959
3,728
Other taxes and social security
1,763
2,767
Other payables
2,295
–
Accruals and deferred income
19,277
21,394
Total trade and other payables
31,294
27,889
Included within accruals and deferred income is an accrual of £391,000 (2024: £324,000) in
respect of employer’s National Insurance contributions arising from share option awards under
the LTIS. Other payables includes the current portion of the liability in respect of retention
payments to ex-BMI employees.
30. Share capital and share premium account
The movements in share capital and share premium during the financial year were as follows:
At 1 July 2023
16,399,663
164
81,830
81,994
•
on exercise of options
8,554
13.81 – 17.25
–
135
135
•
to SAYE Scheme
35,488
11.72 – 19.88
1
545
546
•
of consideration for
28,748
19.00 – 21.74
–
625
625
At 30 June 2024
16,472,453
165
83,135
83,300
•
on exercise of options
699
17.70
–
16
16
•
to SAYE Scheme
4,714
14.34 – 19.88
–
130
130
•
of consideration for
42,673
16.41 – 16.61
–
706
706
Shares cancelled on buybacks
(464,000)
–
(5)
–
(5)
At 30 June 2025
16,056,539
–
160
83,987
84,147
The total number of ordinary shares issued and fully paid at 30 June 2025 was 16,056,539
(2024: 16,472,453) with a par value of 1p per share.
There was £852,000 of share capital issued on exercise of options as well as to Employee Save
As You Earn (“SAYE”) Scheme members and as consideration for acquisitions in the year ended
30 June 2025 (2024: £1,306,000).
On 28 January 2025, the Group announced the commencement of a share buyback programme
in respect of its shares having an aggregate value of up to £10 million. The shares are being
purchased in the open market and upon cancellation, the par value is transferred from the share
capital to the capital redemption reserve (within other reserves, refer to note 31).
During the period from announcement to 30 June 2025, the Group has repurchased 464,000
shares for a total consideration of £6,970,000. The par value of share capital of £4,640 for these
repurchases has transferred to the capital redemption reserve and the remaining amounts have
reduced retained earnings by £6,966,000. At the date of signing this report, a further 74,000
shares were purchased and cancelled, for additional total consideration of £1,178,000. The Board
will continue to deploy the remainder of the £10 million buyback in due course.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025144

Employee Benefit Trust
The Group established an Employee Benefit Trust (“EBT”) on 3 December 2010 to acquire
ordinary shares in the Company to satisfy awards under the Group’s LTIS; see note 32. At
30 June 2025, the EBT held 437,374 (2024: 421,938) 1p ordinary shares in the Company, acquired
for a total consideration of £21,650,000 (2024: £19,100,000) with a market value of £7,457,000
at 30 June 2025 (2024: £8,228,000). These shares are classified as treasury shares in the
consolidated statement of financial position, their cost being deducted from retained earnings
within shareholders’ equity .
31. Retained earnings and other reserves
The movements in retained earnings during the financial year were as follows:
At 1 July
68,843
75,158
Total comprehensive income
20,984
6,457
Purchase of own shares by Employee Benefit Trust
(2,566)
(2,150)
Share buyback
(6,971)
–
Dividends paid
(12,695)
(12,094)
At 30 June
70,105
68,843
Other reserves comprise the following balances:
Merger reserve
192
192
Capital redemption reserve
5
–
Total other reserves
197
192
31(a) Merger reserve
The merger reserve arises when the consideration and nominal value of the shares issued during
a merger and the fair value of assets transferred during the business combination differ.
31(b) Capital redemption reserve
The capital redemption reserve arises on the cancellation of shares following share buybacks
when the nominal value of the shares cancelled is transferred from share capital.
32. Share-based incentive and benefits plans
During the year ended 30 June 2025, the Group operated a number of share-based incentive and
benefit schemes, which are described below.
Company Share Option Plan (“CSOP”)
This plan was approved by HMRC in November 2013. The CSOP is a discretionary scheme
whereby employees or Directors are granted an option to purchase the Company’s shares in the
future at a price set on the date of the grant. Since 2023, the maximum award under the terms of
the scheme is a total market value of £60,000 per recipient. The options expire 10 years from the
grant date.
The Company ceased making CSOP grants following the awards made in 2016. As at
30 June 2025, all options for the CSOP schemes have vested and are able to be exercised.
No awards expired during the financial year under the CSOP schemes (2024: none).
Employee Save As You Earn (“SAYE”) Scheme
SAYE is a voluntary participation benefit offered to all permanent employees. Under the SAYE,
employees commit to a three-year savings contract of between £5 and £500 a month. At the end
of the savings contract, employees have the option to use their savings to exercise their option to
buy Company shares at a discounted price determined at the beginning of the savings contract
or elect to have their cash savings returned. More recent annual schemes also include a savings
bonus for completing the savings contract. This can be used to buy shares or be returned in cash,
as it is the equivalent of an interest consideration.
Long-Term Incentive Plan (“LTIP”)
This is an equity-settled scheme approved by shareholders at the 2018 Annual General Meeting
and encompasses three components:
• Deferred Bonus Plan (“DBP”): Under this plan, a proportion of discretionary annual bonus
awards for Material Risk Takers and high earning employees is awarded as 10-year BRK nil
price share options. These awards vest in three equal tranches at 12, 24 and 36 months from
date of grant. The employee is then able to exercise the award in the option period at which
point the shares would be transferred to the employee. Leaver provisions apply, where in
cases of resignation, any vested and unvested options are forfeited to the employee on
leaving, and employees leaving with good leaver status remain eligible for the awards.
• LTIP awards: These are 10-year BRK nil price share options awarded to Executive Directors
and ExCo Members. Vesting of these awards may be contingent on specified performance
measures determined at grant being met. These awards are subject to three-year cliff
vesting and a further two-year holding period (on any options that are exercised immediately
after vesting). Awards are forfeited in instances of resignation and for good leavers, the
award value will be pro-rated in alignment with the proportion of the vesting period the
employee served.
30. Share capital and share premium account continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 145
Strategic
Report
Financial
Statements

• Exceptional Share Option Awards (“ESOA”): These are discretionary share option awards
made to employees making exceptional contributions to the Company. The vesting
profile and any performance conditions associated with these awards are determined
by the Company’s Remuneration Committee. ESOA awards are also used to fulfil buy-
out commitments and share option awards made in relation to acquisitions made by
the Company.
With the exception of a limited number of Good Leaver scenarios, employee eligibility for all
LTIP awards is subject to continued employment. All LTIP awards are made at the discretion of
the Remuneration Committee. A total of 323,670 (2024: 609,163) BRK share options were granted
under the LTIP during the 2025 financial year. The vesting periods for these awards are between
12 and 36 months. In the 2025 financial year, 4,330 share options expired (2024: none).
Long-Term Incentive Scheme (“LTIS”)
Share-based incentives were made under the LTIS scheme before its replacement by the LTIP
scheme in 2018. No LTIS grants were made after 2017 and no holdings or commitments remain
under this scheme, all awards having been vested and exercised.
Valuation of awards
Full details of the awards granted during the year along with their valuation and the inputs used in
the valuation are described in the tables below. The valuation was determined using the Black-
Scholes-Merton model.
2025
2024
Fair value
£12.17-£15.31
£4.27
£14.33-£16.49
£7.35
Share price at grant
£14.20-£18.25
£15.00
£16.50-£18.05
£20.60
Exercise price
–
£11.56
–
£14.62
Grant date
Various
01/06/2025
Various
01/06/2024
Vesting period
27–51 months
36 months
27–51 months
36 months
Volatility
34.84%-37.71%
37.22%
35.34%-38.06%
38.01%
Annual dividend
4.11%-5.70%
5.40%
4.26%-4.73%
3.79%
Risk-free rate
3.99%-4.50%
3.87%
3.95%-4.92%
4.07%
Option value
£14.20-£18.25
£15.00
£16.50-£18.05
£20.60
Outstanding awards
Movements in the outstanding awards including the weighted average exercise price under each
of the plans is set out in the tables below.
2025
2024
Outstanding at start of year
8,401
16.92
16,955
16.37
Exercised
–
–
(8,554)
15.83
Outstanding at end of year
8,401
17.23
8,401
16.92
Exercisable at end of year
8,401
17.23
8,401
16.92
The CSOP options outstanding at 30 June 2025 had exercise prices of £13.81p (725 options),
£17.19p (5,236 options) and £17.25p (2,440 options), and a weighted average remaining contractual
life of 0.6 years.
2025
2024
Outstanding at start of year
198,462
14.87
225,003
15.23
Granted
175,672
11.56
63,603
14.62
Forfeited
(111,676)
14.81
(58,186)
15.51
Exercised
(8,583)
15.14
(31,958)
15.77
Outstanding at end of year
253,875
12.63
198,462
14.87
Exercisable at end of year
7,650
19.88
7,882
17.04
The SAYE Plan options outstanding at 30 June 2025 had exercise prices of £19.88p (7,650 options),
£14.34p (45,099 options), £14.62p (26,608 options) and £11.56p (174,518 options), and a weighted
average remaining contractual life of 2.79 years.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
32. Share-based incentive and benefits plans continued
Brooks Macdonald Group plc Annual Report and Accounts 2025146

All share options under the LTIP schemes set out below have exercise prices of £nil.
Outstanding at start of year
609,163
687,360
Granted
385,085
232,851
Forfeited
(88,809)
(58,541)
Exercised
(110,742)
(252,507)
Outstanding at end of year
794,697
609,163
Exercisable at end of year
2,896
–
Outstanding at start of year
1,144
5,442
Exercised
–
(4,298)
Outstanding at end of year
1,144
1,144
Exercisable at end of year
1,144
1,144
Employee Benefit Trust (“EBT”)
The Company established an EBT on 3 December 2010 to acquire ordinary shares in the
Company to satisfy various company award plans. All finance costs and administration expenses
connected with the EBT are charged to the consolidated statement of comprehensive income
as they accrue. The EBT has waived its rights to dividends. The number of shares held by the EBT
have not yet vested unconditionally.
1 July
421,938
552,633
Acquired in the year
141,070
123,918
Exercised
(125,634)
(254,613)
At 30 June
437,374
421,938
33. Reconciliation of operating profit to net cash inflow from
operating activities
restated
1
Operating profit before tax
12,006
22,256
Amortisation of intangible assets
7,850
4,758
Depreciation of property, plant and equipment
520
567
Depreciation of right-of-use assets
2,044
1,585
Impairment of right-of-use assets
411
–
Other losses/(gains)
247
(83)
Decrease in receivables
537
4,391
Increase in payables
3,125
5,851
Increase in provisions
151
684
Increase/(decrease) in other non-current liabilities
457
(196)
Share-based payments charge
1,379
1,366
Net cash inflow from operating activities
28,727
41,179
1
The prior financial year operating profit has been restated to separate the results of discontinued operations,
consistent with the presentation in the current financial year. Refer to note 13 for details of the results of
discontinued operations.
32. Share-based incentive and benefits plans continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 147
Strategic
Report
Financial
Statements

34. Financial risk management
The Group has identified the financial risks arising from its activities and has established policies and procedures as part of a formal structure for managing risk, including establishing risk lines,
reporting lines, mandates and other control procedures. The structure is reviewed regularly. The Group does not use derivative financial instruments for risk management purposes.
34(a) Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its payment obligations associated with its financial liabilities when they fall due. The primary objective of the Group’s treasury policy is to manage
short-term liquidity requirements and to ensure that the Group maintains a surplus of immediately realisable assets over its liabilities, such that all known and potential cash obligations can be met.
The table below shows the Group’s undiscounted cash inflows and outflows from non-derivative financial assets and liabilities, together with cash and bank balances available on demand.
Financial assets at amortised cost
–
205
419
19,301
–
19,925
Financial assets at fair value through profit or loss
–
–
–
–
1,095
1,095
Deferred contingent consideration receivable
–
–
–
14,188
–
14,188
Cash and balances at bank
33,915
–
–
–
–
33,915
Trade receivables
–
832
–
–
–
832
Other receivables
–
1,571
–
–
–
1,571
33,915
2,608
419
33,489
1,095
71,526
Trade payables
–
(7,959)
–
–
–
(7,959)
Deferred contingent consideration payable
–
–
(14,176)
(1,929)
–
(16,105)
Accruals and deferred income
–
(19,277)
–
–
–
(19,277)
Other financial liabilities
–
(6,070)
(544)
(1,817)
–
(8,431)
–
(33,306)
(14,720)
(3,746)
–
(51,772)
Net liquidity surplus/(gap)
33,915
(30,698)
(14,301)
29,743
1,095
19,754
Financial assets at amortised cost*
–
379
593
28,991
–
29,963
Financial assets at fair value through other comprehensive income
–
–
–
500
–
500
Financial assets at fair value through profit or loss
–
–
–
–
905
905
Cash and balances at bank
44,731
–
–
–
–
44,731
Trade receivables
–
2,899
–
–
–
2,899
Other receivables
–
496
–
–
–
496
44,731
3,774
593
29,491
905
79,494
Trade payables
–
(3,728)
–
–
–
(3,728)
Other financial liabilities
–
(25,618)
(2,206)
(2,032)
–
(29,856)
–
(29,346)
(2,206)
(2,032)
–
(33,584)
Net liquidity surplus/(gap)
44,731
(25,572)
(1,613)
27,459
905
45,910
* Prior year figures have been restated to separately disclose £972,000 of interest receivable relating to Gilts.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025148

34(b) Market risk
Interest rate risk
The Group has limited exposure to interest rate risk due to fluctuations in the prevailing level
of market interest rates. Surplus cash is invested in short-term deposits with maturity dates not
exceeding three months and money market funds. Investments in Gilts are at a fixed interest rate.
A 1% fall in the average monthly interest rate receivable on the Group’s cash and cash equivalents
would have the impact of reducing interest receivable and therefore profit before taxation by
£339,000 (2024: £447,000). An increase of 1% would have an equal and opposite effect.
Foreign exchange risk
The Group does not have any material exposure to transactional foreign currency risk, and
therefore no analysis of foreign exchange risk is provided.
Price risk
Price risk is the risk that the fair value of the future cash flows from financial instruments will
fluctuate due to changes in market prices (other than those arising from interest rate risk or
currency risk). The Group is exposed to price risk through its holdings of equity securities and
other financial assets, which are measured at fair value in the consolidated statement of financial
position (note 20). A 1% fall in the value of these financial instruments would have the impact of
reducing total comprehensive income by £11,000 (2024: £14,000). An increase of 1% would have an
equal and opposite effect.
34(c) Credit risk
The Group may elect to invest surplus cash balances in highly liquid money market instruments
with maturity dates not exceeding three months. The difference between the fair value and the
net book value of these instruments is not material. To reduce the risk of a counterparty default,
the Group deposits the rest of its funds in approved, high-quality banks. As part of the Group’s
strict due diligence assessment, there is a requirement for all banking counterparties to have a
minimum credit rating of BBB+.
In line with the Group’s corporate treasury policy, during the year ended 30 June 2025, the
Group invested a proportion of surplus cash resources into UK Gilts. The credit risk severity
is considered minimal due to the inherent government backing. A minimum credit rating
requirement for Gilts as part of the Group’s strategy has therefore been set at ‘AA’, which aligns to
the current credit rating of UK Gilts.
Assets exposed to credit risk recognised on the consolidated statement of financial position
total £33,915,000 (2024: £44,732,000), being the Group’s total cash and cash equivalents.
Trade receivables with a carrying amount of £832,000 (2024: £2,899,000) are neither past due
nor impaired. Trade receivables have no external credit rating as they relate to individual clients,
although the value of investments held in each individual client’s portfolio is always in excess of
the total value of the receivable. All trade receivables fall due within one year (2024: one year).
35. Capital management
Capital is defined as the total of share capital, share premium, retained earnings and other
reserves of the Company. Total capital at 30 June 2025 was £154,449,000 (2024: £152,335,000).
Regulatory capital is derived from the Group’s Internal Capital Adequacy and Risk Assessment
(“ICARA”), which is a requirement of the Investment Firm Prudential Regime (“IFPR”). The
ICARA draws on the Group’s risk management process that is embedded within the individual
businesses, function heads and executive committees within the Group.
The Group’s objectives when managing capital are to comply with the capital requirements set
by the FCA to safeguard the Group’s ability to continue as a going concern so that it can continue
to provide returns for shareholders and benefits for other stakeholders, and to maintain a strong
capital base to support the development of the business.
The Group frequently assesses the adequacy of its own funds on a consolidated and legal
entity basis. This includes continuous monitoring of ‘K-factor’ variables, which captures the
variable nature of risk involved in the Group’s business activities. A regulatory capital update
is additionally provided to senior management on a monthly basis alongside a rolling 12-month
regulatory capital forecast. In addition to this, the Group has implemented a number of ‘Key Risk
Indicators’, which act as early warning signs with the aim of notifying senior management if own
funds misalign with the Group’s risk appetite and internal thresholds.
Capital adequacy is continuously monitored daily by the Group’s management. The Group’s
2025 ICARA will be presented for approval in December 2025. There have been no capital
requirement breaches during the financial year. Brooks Macdonald Group plc’s IFPR public
disclosure is presented on our website at www.brooksmacdonald.com.
36. Contingent liabilities and guarantees
In the normal course of business, the Group is exposed to legal and regulatory issues, which, in
the event of a dispute, could develop into litigious proceedings and, in some cases, may result in
contingent liabilities. Similarly, a contingent liability may arise in the event of a finding in respect
of the Group’s tax affairs, including the accounting for VAT, which could result in a financial
outflow from the relevant tax authorities. The Board assesses any such matters on an ongoing
basis and there are no continent liabilities as at 30 June 2025.
Brooks Macdonald Asset Management Limited, a subsidiary company of the Group, has an
agreement with the Royal Bank of Scotland plc to guarantee settlement for trading with CREST
stock on behalf of clients. The Group holds client assets to fund such trading activity.
34. Financial risk management continued
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 149
Strategic
Report
Financial
Statements

37. Related-party transactions
Transactions between the Company and its subsidiaries, which are related parties, are eliminated
on consolidation. The Company’s individual financial statements include the amounts attributable
to subsidiaries.
Transactions with key management personnel
Key management personnel are those persons having authority and responsibility for planning,
directing and controlling the activities of the Group, directly or indirectly, including any Director
(whether executive or otherwise) of the Group. Details of the compensation paid to the Board
of Directors as well as their shareholding in the Company are disclosed in the Remuneration
Committee report.
Certain of the Groupʼs key management personnel make use of the services provided by
companies within the Group. Charges for such services are made at various staff rates. All
transactions were made on normal business terms.
38. Interest in unconsolidated structured entities
Structured entities are those entities that have been designed so that voting or similar rights are
not the dominant factor in deciding who has control, such as when any voting rights relate to
administrative tasks only, or when the relevant activities are directed by means of contractual
arrangements. The Group’s interests in consolidated and unconsolidated structured entities are
described below.
The only consolidated structured entity is the Brooks Macdonald Group EBT, details of which are
given in note 32.
The Group has interests in structured entities as a result of contractual arrangements arising from
the management of assets on behalf of its clients. These structured entities consist of unitised
vehicles such as OEICs, which entitle investors to a percentage of the vehicle’s net asset value.
The structured entities are financed by the purchase of units or shares by investors. As fund
manager, the Group does not guarantee returns on its funds or commit to financially support
its funds. Where external finance is raised, the Group does not provide a guarantee for the
repayment of any borrowings. The business activity of all structured entities in which the Group
has an interest is the management of assets in order to maximise investment returns for investors
from capital appreciation and/or investment income. The Group earns a management fee from
its structured entities based on a percentage of the entity’s net asset value.
The funds under management of unconsolidated structured entities within the Group’s
continuing operations total £1.208 billion (2024: £1.323 billion). Included in the revenue from
continuing operations on the consolidated statement of comprehensive income is management
fee income of £6,598,000 (2024: £6,914,000) from unconsolidated structured entities managed by
the Group.
39. Events since the end of the year
A final dividend was declared on 3 September 2025, refer to note 16 for further details.
In August 2025, the Group accepted an offer from its insurers for £1.3 million in settlement of
legacy matters related to its International business. As the offer was made and accepted after
the financial reporting date, and the receipt of funds was not considered virtually certain as
at 30 June 2025, no asset has been recognised in these financial statements. However, at the
date of signing these financial statements, the receipt of the proceeds was deemed probable.
Accordingly, the insurance proceeds are expected to be recognised as other non-operating
income in the statement of comprehensive income in the financial year ending 30 June 2026.
Notes to the consolidated financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025

152 Company statement of
financial position
153 Company statement of
changes in equity
154 Company statement of cash flows
155 Notes to the Company
financial statements
Company financial
Statements
Company
Financial Statements
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 151
Financial
Statements
Strategic
Report

Company statement of financial position
As at 30 June 2025
Note
2025
£’000
2024
1
£’000
2023
1
£’000
Assets
Non-current assets
Investment in subsidiaries 46 110,031 102,411 110,302
Deferred contingent consideration receivable 49 13,899 – –
Financial assets at fair value through other comprehensive income 47 – 500 500
Financial assets at amortised cost 47 19,925 29,963 –
Total non-current assets 143,855 132,874 110,802
Current assets
Trade and other receivables 48 1,021 260 354
Cash and cash equivalents 4,264 12,525 17,300
Total current assets 5,285 12,785 17,654
Total assets 149,140 145,659 128,456
Liabilities
Non-current liabilities
Deferred contingent consideration payable 51 1,611 – –
Other non-current liabilities 456 – –
Total non-current liabilities 2,067 – –
Current liabilities
Trade and other payables 50 26,591 18,365 2,486
Deferred contingent consideration payable 51 13,767 – 1,250
Corporation tax payable – 2 2
Total current liabilities 40,358 18,367 3,738
Net assets 106,715 127,292 124,718
Equity
Share capital 52 160 165 164
Share premium account 52 83,987 83,135 81,830
Other reserves 197 192 192
Retained earnings 22,371 43,800 42,532
Total equity 106,715 127,292 124,718
1
Restated (refer to note 4(f)).
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own Statement of comprehensive income for the year ended 30 June 2025; Brooks Macdonald
Group plc reported profit after tax for the year ended 30 June 2025 of £731, 000 (2024: £13,105,000).
The Company financial statements were approved by the Board of Directors and authorised for issue on 3 September 2025, and signed on their behalf by:
Andrea Montague Katherine Jones
CEO CFO
Company registration number: 04402058
The above Company statement of financial position should be read in conjunction with the accompanying notes.
Brooks Macdonald Group plc Annual Report and Accounts 2025152

Company statement of changes in equity
For the year ended 30 June 2025
Note
Share capital
£’000
Share
premium
account
£’000
Other
reserves
1
£’000
Retained
earnings
1
£’000
Total
£’000
Balance at 1 July 2023 164 81,830 192 42,532 124,718
Comprehensive income
Profit for the year 44 – – – 13,105 13,105
Other comprehensive income – – – – –
Total comprehensive income – – – 13,105 13,105
Transactions with owners
Issue of ordinary shares 52 1 1,305 – – 1,306
Share-based payments – – – 2,407 2,407
Purchase of own shares by Employee Benefit Trust – – – (2,150) (2,150)
Dividends paid 45 – – – (12,094) (12,094)
Total transactions with owners 1 1,305 – (11,837) (10,531)
Balance at 30 June 2024 165 83,135 192 43,800 127,292
Comprehensive income
Profit for the year 44 – – – 731 731
Total comprehensive income – – – 731 731
Transactions with owners
Issue of ordinary shares – 852 – – 852
Share-based payments – – – 52 52
Share options exercised – – – 20 20
Purchase of own shares by Employee Benefit Trust – – – (2,566) (2,566)
Shares repurchased in the share buyback programme 52 (5) – 5 (6,971) (6,971)
Dividends paid 45 – – – (12,695) (12,695)
Total transactions with owners (5) 852 5 (22,160) (21,308)
Balance at 30 June 2025 160 83,987 197 22,371 106,715
1
Restated (refer to note 4(f)).
The above Company statement of changes in equity should be read in conjunction with the accompanying notes.
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 153
Company
Financial Statements
Strategic
Report
Financial
Statements

Company statement of cash flows
For the year ended 30 June 2025
Note
2025
£’000
2024
£’000
Cash flow from operating activities
Cash generated from operations 53 13,535 34,362
Net cash generated from operating activities 13,535 34,362
Cash flows from investing activities
Consideration paid on purchase of investment in subsidiaries (38,528) –
Consideration received on sale of investment in subsidiaries 27,147 –
Capital contribution from subsidiaries relating to share-based payments – 4,215
Disposal of financial assets at amortised cost 9,984 –
Investment in financial assets at amortised cost – (29,978)
Finance income received 1,187 814
Deferred consideration paid – (625)
Proceeds from disposal of financial assets at fair value 500 –
Net cash generated from/(used in) investing activities 290 (25,575)
Cash flows from financing activities
Proceeds from the issue of shares 52 146 681
Purchase of own shares by Employee Benefit Trust (2,566) (2,150)
Shares repurchased in the share buyback programme (6,971) –
Dividends paid to shareholders 44 (12,695) (12,094)
Net cash used in financing activities (22,086) (13,563)
Net decrease in cash and cash equivalents (8,261) (4,775)
Cash and cash equivalents at beginning of year 12,525 17,300
Cash and cash equivalents at end of year 4,264 12,525
The above Company statement of cash flows should be read in conjunction with the accompanying notes.
Brooks Macdonald Group plc Annual Report and Accounts 2025154

Notes to the Company financial statements
For the year ended 30 June 2025
40. General information
Brooks Macdonald Group plc (“the Company”), a public limited company incorporated and
registered in England and Wales and domiciled in the UK under the Companies Act 2006, is the
Parent Company of a group of companies. Brooks Macdonald Group plc is listed on the LSE.
The Company’s registration number is 04402058. The address of the registered office is
21 Lombard Street, London, EC3V 9AH, England.
Statement of compliance
The separate financial statements of the Company have been prepared in accordance with
UK-adopted International Accounting Standards and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those standards. These Financial
statements have been prepared on a historical cost basis, except for the revaluation of financial
assets at fair value through other comprehensive income and deferred contingent consideration
such that it is measured at fair value.
41. Basis of preparation
The financial statements have been prepared on the historical cost basis, except for the
revaluation of financial assets at fair value through other comprehensive income and deferred
contingent consideration such that it is measured at fair value.
At the time of approving the financial statements, the Directors have a reasonable expectation
that the Company has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the
financial statements.
42. New standards, amendments to standards and
interpretations adopted by the Company in the year
The Company’s accounting policies, which have been applied in preparing these financial
statements, are consistent with those disclosed in the Annual Report and Accounts for the year
ended 30 June 2024, other than where new policies have been adopted. Developments in reporting
standards and interpretations are set out in note 3 to the consolidated financial statements.
43. Material accounting policies
43(a) Critical accounting judgements and key sources of estimation
and uncertainty
The preparation of financial information requires the use of assumptions, estimates and
judgements about future conditions. Use of currently available information and application of
judgement are inherent in the formation of estimates. Actual results in the future may differ
from those reported. In this regard, the Directors consider that there were no critical accounting
estimates or significant judgements during the year.
The financial statements include other areas of judgement and accounting estimates. Whilst
these areas do not meet the definition under IAS 1 of significant accounting estimates or critical
accounting judgements, the recognition and measurement of certain material assets and
liabilities are based on assumptions and/or are subject to longer-term uncertainties.
The underlying assumptions and estimates are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the financial year in which the estimate is revised only if
the revision affects both current and future periods.
Further information about key assumptions and sources of estimation uncertainty is set out below.
43(b) Investments in subsidiary companies
Investments held by the Company in subsidiary undertakings are held at cost less any provision
for impairment. Impairment reviews are performed when a change in circumstances indicates
that the investment may be impaired. Recoverable amounts of subsidiaries are determined
by taking the higher of the fair value less costs to sell and the value-in-use. The value-in-use
calculations require the use of estimates to derive the projected future cash flows attributable to
each subsidiary. If the recoverable amount is lower than the carrying value of the investment, an
impairment loss is recognised immediately in the statement of comprehensive income.
43(c) Subsidiary company guarantees and contingent liabilities
As required by Section 479C of the Companies Act, the Company guarantees all outstanding
liabilities to which its unaudited subsidiary companies (see note 46) are subject at the end of the
financial year. Where the outflow is not probable or cannot be reliably measured, the potential
obligation is disclosed as a contingent liability in the financial statements.
43(d) Retirement benefit costs
Contributions in respect of the Group’s defined contribution pension scheme are recognised in
the statement of comprehensive income as they fall due.
43(e) Employee Benefit Trust
Where the Company holds its own equity shares through an EBT, these shares are shown as a
reduction in shareholders’ equity. Any consideration paid or received for the purchase or sale of
these shares is shown as a reduction in the reconciliation of movements in shareholders’ funds.
No gain or loss is recognised in the statement of comprehensive income on the purchase, sale,
issue or cancellation of these shares.
43(f) Changes in accounting policy
During the financial year, the Group revised its accounting policy for the presentation of equity
entries arising from share-based payment transactions. Previously, the credit entry for share-
based payment charges was recognised in the share-based payment reserve. Under the revised
policy, the Group now recognises this credit directly in retained earnings. The change was
made to better reflect the nature of the expense as part of the Group’s accumulated profits
and losses, and to align with common industry practice. The change in policy has been applied
retrospectively in accordance with ‘IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors’. As a result, comparative figures have been restated, and an adjustment has been
made to the opening balance of equity as at the beginning of the earliest comparative period.
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 155
Company
Financial Statements
Strategic
Report
Financial
Statements

Notes to the Company financial statements continued
For the year ended 30 June 2025
44. Profit for the year
The Company reported profit after tax for the year ended 30 June 2025 of £731,000 (2024:
£13,105,000). Auditors’ remuneration is disclosed in note 9 of the consolidated financial
statements. The average monthly number of employees during the year was nine (2024: eight).
Directors’ emoluments are set out in Remuneration Committee report on pages 78 to 94.
45. Dividends
Details of the Company’s dividends paid and proposed, subject to approval at the Annual
General Meeting, are set out in note 16 of the consolidated financial statements.
46. Investment in subsidiaries
Group
undertakings
£’000
Net book value
At 1 July 2023 110,302
Impairment in subsidiary (6,074)
Capital contributions to subsidiaries relating to share-based payments 2,398
Capital contributions from subsidiaries relating to share-based payments (4,215)
At 30 June 2024 102,411
Additions 53,790
Disposal of investment in subsidiary (44,097)
Capital contributions from subsidiaries relating to share-based payments (2,073)
At 30 June 2025 110,031
During the financial year, the Company acquired the entire share capital of CST, Lucas Fettes
and of LIFT. The total cost of acquiring these entities was £53,793,000 (refer to note 14 for further
detail). At the end of the financial year, no indicators of impairment were identified for any of the
investments in subsidiaries.
During the financial year, the Company also disposed of its investment in Brooks Macdonald
Asset Management (International) Limited. The total consideration of £38,043,000 was lower than
the cost of investment of £44,097,000 and disposal expenses of £3,635,000 and therefore a loss
on disposal of £9,689,000 was recognised (refer to note 13 for further detail).
Details of the Company’s subsidiary undertakings at 30 June 2025, all of which were 100% owned
(except for Integrity Wealth (Holdings) Limited, which is 73.7% owned) and included in the
consolidated financial statements, are provided below:
Company
Type of shares
and par value
Country of
incorporation Nature of business
Adroit Financial Planning Limited Ordinary 1p UK Wealth management
Braemar Group Limited Ordinary 1p UK Parent holding company
Brooks Macdonald Asset
Management Limited Ordinary £1 UK
Investment and wealth
management
Brooks Macdonald Financial
Consulting Limited Ordinary 5p UK Non-trading
Brooks Macdonald Funds Limited Ordinary £1 UK Non-trading
Brooks Macdonald Nominees Limited Ordinary £1 UK Non-trading
Cornelian Asset Managers Group Limited
CST Wealth Management Limited
Ordinary 20p
Ordinary £1
UK
UK
Non-trading
Wealth Management
Cornelian Asset Managers Limited Ordinary £1 UK Fund management
Cornelian Asset Managers
Nominees Limited Ordinary £1 UK Non-trading
Integrity Wealth (Holdings) Limited Ordinary £1 UK Parent holding company
Integrity Wealth Bidco Limited Ordinary £1 UK Non-trading
Integrity Wealth Solutions Limited Ordinary £1 UK Wealth management
Levitas Investment Management
Services Limited Ordinary £1 UK Fund sponsor
Lucas Fettes Holdings Limited Ordinary £1 UK Parent holding company
Lucas Fettes and Partners
(Financial Services) Limited Ordinary £1 UK Wealth management
LIFT-Financial Group Limited Ordinary 1p UK Parent holding company
LIFT-Invest Limited Ordinary £1 UK Investment management
LIFT-Financial Limited Ordinary £1 UK Financial planning services
LIFT-Sport Limited Ordinary £1 UK Financial planning services
LIFT-Insurance Limited Ordinary £1 UK Insurance broking services
LIFT-Advice Limited Ordinary £1 UK Financial planning services
LIFT-Mortgages Limited Ordinary £1 UK Mortgage broking services
LIFT-Workwise Limited Ordinary £1 UK Corporate client advice
LIFT-Tax Limited Ordinary £1 UK Dormant
Brooks Macdonald Group plc Annual Report and Accounts 2025156

The registered office for all subsidiaries is 21 Lombard Street, London, EC3V 9AH,
except for the following:
Company Registered office
Cornelian Asset Managers Group Limited Hobart House, 80 Hanover Street, Edinburgh, EH2 1EL
Cornelian Asset Managers Limited Hobart House, 80 Hanover Street, Edinburgh, EH2 1EL
Cornelian Asset Managers Nominees Limited Hobart House, 80 Hanover Street, Edinburgh, EH2 1EL
LIFT-Financial Group Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Invest Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Financial Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Sport Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Insurance Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Advice Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Mortgages Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Workwise Limited Century House, Regent Road, Altrincham, WA14 1RR
LIFT-Tax Limited Century House, Regent Road, Altrincham, WA14 1RR
In order that the below entities qualify for the exemption from audit under Section 479A of the
Companies Act 2006 (in respect of the year ended 30 June 2025) Brooks Macdonald Group plc
guarantees the liabilities of:
• Adroit Financial Planning Limited
• Braemar Group Limited
• Brooks Macdonald Financial
Consulting Limited
• Brooks Macdonald Funds Limited
• Brooks Macdonald Nominees Limited
• Cornelian Asset Managers Group Limited
• Cornelian Asset Managers Limited
• Cornelian Asset Managers
Nominees Limited
• CST Wealth Management Limited
• Integrity Wealth (Holdings) Limited
• Integrity Wealth Bidco Limited
• Integrity Wealth Solutions Limited
• Levitas Investment Management
Services Limited
• Lucas Fettes Holdings Limited
• Lucas Fettes and Partners
(Financial Services) Limited
• LIFT-Advice Limited
• LIFT-Financial Limited
• LIFT-Insurance Limited
• LIFT-Mortgages Limited
• LIFT-Sport Limited
• LIFT-Tax Limited
• LIFT-Workwise Limited
As a condition of the exemption, the Company guarantees the year-end liabilities of the relevant
subsidiaries until they are settled in full. The liabilities of the subsidiaries at 30 June 2025 were
£2,815,000 (2024: £662,000).
47. Financial assets
47(a) Financial assets at fair value through other comprehensive income
2025
£’000
2024
£’000
At beginning of year 500 500
Disposals (500) –
Net changes in fair value – –
At end of year – 500
During the year ended 30 June 2025, the Company disposed of its investment of redeemable
£500,000 preference shares in an unlisted company incorporated in the UK.
47(b) Financial assets at amortised cost
2025
£’000
2024
£’000
At 1 July 29,963 –
Additions – 29,978
Disposals (9,959) –
Interest income under the EIR method 1,108 197
Contractual coupons received (1,187) (212)
At 30 June 19,925 29,963
The Company holds an investment in UK Government Investment Loan and Treasury Stock
(“Gilts”). The Gilts carry coupon rates ranging from 1.5%-4.5% per annum and have maturity dates
ranging from 2026-28. The Group partially disposed of its Gilts holding to meet a short-term
liquidity requirement to fund the acquisition of LIFT. Refer to note 4(k) for further detail on the
accounting treatment of financial assets held at amortised cost.
47 (c) Financial assets at fair value through profit or loss
2025
£’000
2024
£’000
At 1 July – –
Additions 13,649 –
Finance income of deferred contingent consideration receivable 250 –
Fair value adjustments – –
At 30 June 13,899 –
The Company disposed of Brooks Macdonald Asset Management (International) Limited, and
its wholly-owned subsidiaries (“BMI”). Part of the consideration is deferred. As at 30 June 2025,
the deferred contingent consideration receivable for the BMI disposal was valued at £13,899,000.
Refer to note 13 for further details.
46. Investment in subsidiaries continued
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 157
Company
Financial Statements
Strategic
Report
Financial
Statements

The following table provides an analysis of the financial assets and liabilities that, subsequent to
initial recognition, are measured at fair value. These are grouped into the following levels within
the fair value hierarchy, based on the degree to which the inputs used to determine the fair value
are observable:
• Level 1 – derived from quoted prices in active markets for identical assets or liabilities at the
measurement date;
• Level 2 – derived from inputs other than quoted prices included within Level 1 that are
observable, either directly or indirectly; and
• Level 3 – derived from inputs that are not based on observable market data.
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets
At 1 July 2024 29,963 – 500 30,463
Additions – – 13,649 13,649
Net changes in fair value (79) – – (79)
Finance income on deferred
contingent consideration receivable – – 250 250
Disposals (9,959) – (500) (10,459)
At 30 June 2025 19,925 – 13,899 33,824
Comprising:
Financial assets at fair value through
other comprehensive income – – – –
Financial assets held at
amortised cost 19,925 – – 19,925
Financial assets at fair value through
profit and loss – – 13,899 13,899
Total financial assets 19,925 – 13,899 33,824
The Level 3 financial assets disposed during the period include unlisted preference shares, which
are valued using a perpetuity income model, based upon the preference dividend cash flows.
The fair value of the assets was not deemed to be impacted by changes in the unobservable
inputs as the dividend cash flows were contractual.
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial liabilities
At 1 July 2024 – – – –
Additions – – 14,557 14,557
Finance cost of deferred contingent
consideration payable – – 399 399
Net changes in fair value – – 422 422
At 30 June 2025 – – 15,378 15,378
Comprising:
Deferred contingent consideration
payable (note 51) – – 15,378 15,378
Total financial liabilities – – 15,378 15,378
The Level 3 financial liabilities consist of deferred contingent consideration payable, valued using
the net present value of the expected future amounts payable. The key inputs are management-
approved forecasts and expectations against the criteria of the deferred contingent
consideration to set expectations of future amounts payable. The deferred contingent
consideration is reviewed and revalued at regular intervals over the deferred contingent
consideration period (refer to note 51). The fair value is sensitive to the change in management-
approved forecasts, which relate to revenue and AUM projections for future periods; however, at
each reporting date, the relevant management-approved forecasts are deemed to be the most
accurate and relevant input to the fair value measurement.
48. Trade and other receivables
2025
£’000
2024
£’000
Amounts owed by subsidiary undertakings – 162
Other receivables 794 18
Prepayments and accrued income 227 80
Total trade and other receivables 1,021 260
Amounts owed by subsidiary companies are unsecured, interest-free and repayable on demand.
Notes to the Company financial statements continued
For the year ended 30 June 2025
47. Financial assets continued
Brooks Macdonald Group plc Annual Report and Accounts 2025158

49. Deferred contingent consideration receivable
Deferred contingent consideration receivable reflects the Directors’ best estimate of amounts
receivable in the future in respect of certain subsidiary undertakings that were disposed of by
the Company. Deferred contingent consideration receivable is measured at its fair value based
on discounted expected future cash flows. The movements in the total deferred contingent
consideration receivable balance during the financial year were as follows:
2025
£’000
2024
£’000
At 1 July – –
Additions 13,649 –
Finance income on deferred contingent consideration receivable 250 –
At 30 June 13,899 –
Analysed as:
Amounts falling due within one year – –
Amounts falling due after more than one year 13,899 –
Total deferred contingent consideration receivable 13,899 –
During the year ended 30 June 2025, the Group disposed of Brooks Macdonald Asset
Management (International) Limited, and its wholly-owned subsidiaries (“BMI”). Deferred
contingent consideration of up to £22,850,000 is receivable two years post-completion
contingent on BMI reaching certain revenue targets on an actual and run-rate basis. As at
30 June 2025, the deferred contingent consideration receivable for the BMI disposal was valued
at £13,899,000. Refer to note 13 for further details.
50. Trade and other payables
2025
£’000
2024
£’000
Trade payables 2,718 171
Amounts owed to subsidiary undertakings 22,670 15,909
Accruals and deferred income 1,203 2,285
Total trade and other payables 26,591 18,365
Amounts owed to subsidiary companies are unsecured, interest-free and repayable on demand.
This balance has increased in line with treasury and cash management within the Group.
51. Deferred contingent consideration payable
Deferred contingent consideration reflects the Directors’ best estimate of amounts payable
in the future in respect of certain client relationships and subsidiary undertakings that were
acquired by the Company. Deferred contingent consideration is measured at its fair value based
on discounted expected future cash flows. The movements in the total deferred contingent
consideration balance during the financial year were as follows:
2025
£’000
2024
£’000
At 1 July – 1,250
Additions 14,557 –
Finance cost of deferred contingent consideration 399 –
Fair value adjustments 422 –
Initial cash consideration – (625)
Shares consideration – (625)
At 30 June 15,378 –
Analysed as:
Amounts falling due within one year 13,767 –
Amounts falling due after more than one year 1,611 –
Total deferred contingent consideration payable 15,378 –
During the year ended 30 June 2025, the Group completed the acquisitions of CST, Lucas
Fettes and LIFT (note 14) and part of the consideration amounts are to be deferred over one and
two-year periods. The deferred contingent consideration is payable based on client attrition
performance and business profitability over the deferral period. The estimated fair value of
the deferred contingent consideration at acquisition was £14,557,000. During the period from
acquisition to 30 June 2025, the Group recognised a finance cost of £422,000 on this deferred
contingent consideration payable.
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 159
Company
Financial Statements
Strategic
Report
Financial
Statements

52. Share capital, share premium account and other reserves
The movements in share capital, share premium and other reserves during the financial year
were as follows:
Number of
shares
Share
capital
£’000
Share
premium
account
£’000
Other
reserves
£’000
Total
£’000
At 1 July 2023 16,399,663 164 81,830 192 82,186
Shares issued:
on exercise of options 8,554 – 135 – 135
to SAYE Scheme 35,488 1 545 – 546
of consideration for business
combinations 28,748 – 625 – 625
At 30 June 2024 16,472,453 165 83,135 192 83,492
Shares issued:
on exercise of options 699 – 16 – 16
to SAYE Scheme 4,714 – 130 – 130
of consideration for business
combinations 42,673 – 706 – 706
Shares cancelled on buybacks (464,000) (5) – 5 -
At 30 June 2025 16,056,539 160 83,987 197
84,344
The total number of ordinary shares, issued and fully paid at 30 June 2025, was 16,056,539 (2024:
16,472,453) with a par value of 1p per share. Excluding 437,374 (2024: 421,938) shares held by the
EBT, the Company had 15,619,165 (2024: 16,050,515) ordinary 1p shares in issue as at 30 June 2025.
Details of the shares issued are given in note 32 of the consolidated financial statements.
On 28 January 2025, the Company announced the commencement of a share buyback
programme in respect of its shares having an aggregate value of up to £10 million. The shares are
being purchased in the open market and upon cancellation, the par value is transferred from the
share capital to the capital redemption reserve (within other reserves, refer to note 31).
During the period from announcement to 30 June 2025, the Company has repurchased 464,000
shares for a total consideration of £6,970,000. The par value of share capital of £4,640 for these
repurchases has transferred to the capital redemption reserve and the remaining amounts have
reduced retained earnings by £6,966,000. At the date of signing this report, a further 74,000
shares were purchased and cancelled, for additional total consideration of £1,178,000. The Board
will continue to deploy the remainder of the £10 million buyback in due course.
Employee Benefit Trust
Details of the EBT are set out in note 32 of the consolidated financial statements.
53. Reconciliation of operating profit to net cash inflow from
operating activities
2025
£’000
2024
£’000
Operating profit 4,699 12,308
Adjustments for:
Decrease in payables 8,791 15,512
(Increase)/decrease in receivables (761) 94
Share-based payments 409 374
Change in fair value of financial assets through P&L (25) –
Change in fair value of deferred consideration payable 422 –
Impairment of investment in subsidiary – 6,074
Net cash inflow from operating activities 13,535 34,362
54. Related-party transactions
The remuneration of key personnel of the Company, defined as the Company’s Directors, is set
out below:
2025
£’000
2024
£’000
Short-term employee benefits 2,218 2,227
Post-employment benefits 44 44
Share-based payments 60 64
Total compensation 2,322 2,335
Dividends totalling £7,000 (2024: £34,000) were paid in the financial year in respect of ordinary
shares held by key management personnel and their close family members.
During the financial year, the Company entered into the following transactions with
its subsidiaries:
2025
£’000
2024
£’000
Dividends received:
Brooks Macdonald Asset Management Limited 14,000 24,500
Cornelian Asset Managers Group Limited – –
Levitas Investment Management Services Limited – 300
Total transactions with subsidiaries 14,000 24,800
Notes to the Company financial statements continued
For the year ended 30 June 2025
Brooks Macdonald Group plc Annual Report and Accounts 2025160

All transactions with fellow Group companies are carried out at arm’s length and all outstanding
balances are to be settled in cash. None of the balances are secured and no provisions
have been made for doubtful debts in respect of any of the amounts due from fellow
Group companies.
Amounts owed by related
parties
Amounts owed to related
parties
2025
£’000
2024
£’000
2025
£’000
2024
£’000
Brooks Macdonald Asset
Management Limited – – 19,902 14,654
Brooks Macdonald Asset
Management (International) Limited – 162 – –
Brooks Macdonald Funds Limited – – 900 900
Brooks Macdonald Financial
Planning Limited – – 355 355
CST Wealth Limited – – 400 –
Lucas Fettes Holdings Limited – – 1,113 –
All of the above amounts are interest-free and repayable on demand.
55. Financial risk management
The risk management processes of the Company are aligned to those of the Group as a whole.
The Company’s specific risk exposures are explained below.
55(a) 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 cost. The Company has limited payment
obligations. Material payments including external dividend payments or payments to facilitate the
Group’s strategic projects are funded predominately by the main trading entities of the Group,
with funds being transferred via upstream intragroup dividend payments. The Company can also
request to borrow funds through intra-Group loans to maintain sufficient liquidity.
55(b) Market risk
The Company is exposed to minimal market risk. It operates primarily in GBP and holds no
foreign currency assets or investments in equity instruments. In addition to this, interest rate risk
on the Company’s cash resources is limited given that the Company holds cash resources in
short-term deposits with maturities of three months or less and interest rates on Gilts are fixed.
55(c) Credit risk
The Company’s primary exposure to credit risk relates to cash reserves that are placed with
regulated financial institutions and amounts due from subsidiaries. In line with the Group, the
Company only deposits funds with approved, high-quality banks. In accordance with the Group’s
corporate treasury policy, there is a requirement for all banking counterparties to have a minimum
credit rating of BBB+.
The Company also holds a proportion of the Group’s surplus cash resources in UK Gilts. The
credit risk on these holdings is considered minimal due to the inherent government backing. A
minimum credit rating requirement for Gilts as part of the Group’s strategy has therefore been set
at ‘AA’, which aligns to the current credit rating of UK Gilts.
Assets exposed to credit risk recognised on the Company statement of financial position total
£4,264,000 (2024: £12,785,000), being the Company’s total cash and cash equivalents.
Exclusive to intragroup receivables, there are no other trade receivables held by the Company
in the year.
56. Events since the end of the year
The final dividend for the year ended 30 June 2025, which was approved by the Board of
Directors after 30 June 2025, is described in note 16 of the consolidated financial statements.
In August 2025, the Group accepted an offer from its insurers for £1.3 million in settlement of
legacy matters related to its International business. As the offer was made and accepted after
the financial reporting date, and the receipt of funds was not considered virtually certain as
at 30 June 2025, no asset has been recognised in these financial statements. However, at the
date of signing these financial statements, the receipt of the proceeds was deemed probable.
Accordingly, the insurance proceeds are expected to be recognised as other non-operating
income in the statement of comprehensive income in the financial year ending 30 June 2026.
54. Related-party transactions continued
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 161
Company
Financial Statements
Strategic
Report
Financial
Statements

Non-IFRS financial information or alternative performance measures (“APMs”) are used as supplemental measures in monitoring the performance of the Group. The adjustments applied to IFRS
measures to compute the Group’s APMs exclude income and expense categories, which are deemed to be outside the normal course of business operations. The Board considers the disclosed
APMs to be an appropriate reflection of the Group’s underlying performance.
The Group follows a rigorous process in determining whether an adjustment should be made to present an alternative performance measure compared to IFRS measures.
For an adjustment to be removed from IFRS statutory profit before tax to derive underlying profit, it must be a significant item and meet the following criteria:
• It is non-recurring and outside the normal course of business operations; or
• It has been incurred as a result of an acquisition, disposal or company restructure process.
The Group uses the below APMs:
APM
Equivalent
IFRS measure Definition and purpose
Underlying profit
before tax from
continuing operations
Statutory profit
before tax from
continuing operations
Calculated as profit before tax from continuing operations, excluding income and expense categories, which are deemed of a non-recurring nature. It is
considered by the Board to be an appropriate reflection of the Group’s performance.
See page 28 for a reconciliation of underlying profit before tax from continuing operations and statutory profit before tax from continuing operations,
and an explanation for each item excluded in underlying profit before tax.
Underlying tax charge from
continuing operations
Statutory tax charge from
continuing operations
Calculated as the statutory tax charge from continuing operations, excluding the tax impact of the adjustments excluded from underlying profit.
See note 12 Taxation.
Underlying earnings/
Underlying profit after tax
from continuing operations
Total comprehensive
income from
continuing operations
Calculated as underlying profit before tax from continuing operations less the underlying tax charge from continuing operations.
See note 15 of the consolidated financial statements for a reconciliation of underlying profit after tax from continuing operations and total
comprehensive income.
Underlying diluted
earnings per share from
continuing operations
Statutory diluted
earnings per share from
continuing operations
Calculated as underlying profit after tax from continuing operations, divided by the weighted average number of shares in issue during the financial
year, including the dilutive impact of future share awards. This is a key management incentive metric and is a measure used within the Group’s
remuneration schemes.
See note 15 Earnings per share.
Non-IFRS financial information
Brooks Macdonald Group plc Annual Report and Accounts 2025162

Company information
Company Secretary Phil Naylor
Company registration number 04402058
Registered office 21 Lombard Street, London, EC3V 9AH
Website www.brooksmacdonald.com
Financial calendar
Ex-dividend date for final dividend 18 September 2025
Record date for final dividend 19 September 2025
Q1 2026 FUMA update 15 October 2025
Annual General Meeting 28 October 2025
Final dividend payment date 04 November 2025
The financial calendar is updated on a regular basis throughout the year. Please refer to our website www.brooksmacdonald.com for
up-to-date details.
Offices and advisers
Independent auditors Principal bankers Registrars
PricewaterhouseCoopers LLP,
7 More London Riverside, London,
SE1 2RT
The Royal Bank of Scotland plc,
280 Bishopsgate, London,
EC2M 4RB
MUFG Corporate Markets, Central Square, 29
Wellington Street, Leeds,
LS1 4DL
Joint broker Joint broker Public relations
Singer Capital Markets,
One Bartholomew Lane, London, EC2N 2AX
Investec Bank plc,
30 Gresham Street, London,
EC2V 7QP
Teneo, The Carter Building,
11 Pilgrim Street, London,
EC4V 6RN
Forward-looking statements
This Annual Report and Accounts may
include statements, beliefs or opinions that
are, or may be deemed to be, “forward-
looking statements”. These forward-looking
statements may be identified by the use
of forward-looking terminology, including
the terms “believes”, “estimates”, “plans”,
“projects”, “anticipates”, “targets”, “aims”,
“continues”, “expects”, “intends”, “hopes”,
“may”, “will”, “would”, “could” or “should” or, in
each case, their negative or other variations
or comparable terminology, or by discussions
of strategy, plans, objectives, goals, future
events or intentions. No representation or
warranty is made that any of these statements
or forecasts will come to pass or that any
forecast results will be achieved. Forward-
looking statements may and often do differ
materially from actual results. Any forward-
looking statements contained in the Annual
Report and Account speak only as of their
respective dates, reflect Brooks Macdonald’s
current view with respect to future events and
are subject to risks relating to future events
and other risks, uncertainties and assumptions
relating to Brooks Macdonald’s business,
results of operations, financial position,
liquidity, prospects, growth and strategies.
Except as required by any applicable law
or regulation, Brooks Macdonald expressly
disclaims any obligation or undertaking to
release publicly any updates or revisions to
any forward-looking statements contained
in this Annual Report and Accounts or any
other forward-looking statements it may make
whether as a result of new information, future
developments or otherwise.
Governance
Report
Brooks Macdonald Group plc Annual Report and Accounts 2025 163
Company
Financial Statements
Strategic
Report
Financial
Statements

Glossary
Adroit Adroit Financial Planning Limited
AGM Annual General Meeting
AIM Alternative Investment Market
AML Anti-money laundering
APM Alternative performance measure
APS AIM Portfolio Service
ARC Asset Risk Consultants
BMAM Brooks Macdonald Asset Management Limited
BMI Brooks Macdonald Asset Management (International) Limited
BMIS BM Investment Solutions
BPS Bespoke Portfolio Service
CAPM Capital asset pricing model
CASS Client Assets Sourcebook
CEO Chief Executive Officer
CGU Cash-generating unit
CIP Centralised Investment Proposition
Company Brooks Macdonald Group plc
Cornelian Cornelian Asset Managers Group Limited and its controlled entities
CREST The settlement system used by the London Stock Exchange for
settling all its transactions
CSOP Company Share Option Plan
DBP Deferred Bonus Plan
DCF Defensive Capital Fund
DE&I Diversity, equity and inclusion
DFM Discretionary Fund Managers
EBT Employee Benefit Trust
EPS Earnings per share
ERMC Executive Risk Management Committee
ESG Environmental, social and governance
ESGAC Environmental, Social and Governance Advisory Committee
ESOA Exceptional Share Options Awards
ExCo Executive Committee
FCA UK Financial Conduct Authority
FRC UK Financial Reporting Council
FSCS Financial Services Compensation Scheme
FUM Funds under management
FUMA Funds under management or advice
FY Financial year ended 30 June
GHG Greenhouse gas
GOSH Great Ormond Street Hospital
Group Brooks Macdonald Group plc and its controlled entities
HMRC HM Revenue and Customs
IAS International Accounting Standard
IASB International Accounting Standards Board
ICARA Internal Capital and Risk Assessment
IFA Independent Financial Adviser
IFPR Investment Firms Prudential Regime
IFRS International Financial Reporting Standard
IFRS IC International Financial Reporting Standards Interpretations Committee
IHT Inheritance Tax
ISAs (UK) International Standards on Auditing (UK)
IT Information technology
Integrity Integrity Wealth Solutions Limited
KPI Key performance indicator
KRI Key Risk Indicators
LTIP Long-term incentive plan
LTIS Long-term incentive scheme
M&A Mergers and acquisitions
MAF Multi-Asset Fund
MPS Managed Portfolio Service
MRT Material Risk Takers
MTP Medium-Term Plan
Net flows Net organic growth in FUM
OEIC Open-Ended Investment Company
PBT Profit before tax
PRI Principles for Responsible Investing
PwC PricewaterhouseCoopers LLP
RCC Risk and Compliance Committee
RCSA Risk and control self-assessment
RIS Responsible Investment Service
RMF Risk management framework
SAYE Employee Save As You Earn Scheme
SMCR Senior Managers and Certification Regime
SNI Small and non-interconnected
SPA Sale and Purchase Agreement
TCFD Task Force on Climate-related Financial Disclosures
The Code UK Corporate Governance Code
WACC Weighted average cost of capital
Brooks Macdonald Group plc Annual Report and Accounts 2025164

The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Governance
Report
Company
Financial Statements
Strategic
Report
Financial
Statements

Brooks Macdonald Group plc Annual Report and Accounts for the year ended 30 June 2025
21 Lombard Street
London
EC3V 9AH
brooksmacdonald.com