Annual Report and Accounts
for the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts for the year ended 30 June 2026
brooksmacdonald.com
Brooks Macdonald
@brooks_macdonald
01 Highlights
Strategic report
03 Our business at a glance
06 Our investment case
08 Chair’s statement
10 CEO’s statement
12 Market overview
14 Our business model
16 Stakeholder engagement
20 Our strategy
24 Key performance indicators
26 Financial review
34 Responsible business
41 Summary disclosure against
TCFD recommendations
50 Risk management
55 Viability statement
Governance report
57 Chair’s introduction to governance
58 Board of Directors
62 Board roles
63 Board overview
66 Case study of a Board decision
68 How the Board embeds culture
69 Board and committee structure
72 Audit Committee report
76 Nomination Committee report
80 Remuneration Committee report
96 Risk and Compliance
Committee report
100 Report of the Directors
102 Statement of Directors’
responsibilities
103 Independent Auditors’ report
Financial statements
111 Consolidated statement of
comprehensive income
112 Consolidated statement of
financial position
113 Consolidated statement of
changes in equity
114 Consolidated statement of
cash flows
115 Notes to the consolidated
financial statements
Company financial
statements
145 Company statement of
financial position
146 Company statement of
changes in equity
147 Company statement of
cash flows
148 Notes to the Company
financial statements
Other information
156 Non-IFRS financial information
157 Company information
158 Glossary
Brooks Macdonald Group plc Annual Report and Accounts 2026
Contents
Funds under management
and advice (“FUMA”)
£21.7bn
(2025: £19.1bn)
Net inflows
£0.2bn
(2025: Net outflows £0.4bn)
Revenue
£118.1m
(2025: £111.6m)
Women in leadership
43%
(2025: 35%)
Underlying profit
before tax (“PBT”)
£29.0m
(2025: £28.9m)
Underlying profit margin
24.6%
(2025: 25.9%)
Statutory profit
before tax (“PBT”)
£3.2m
(2025: £17.5m)
Number of financial planners
and paraplanners
c.90
(2025: c.90)
Excess capital
£5.9m
(2025: £15.6m)
Statutory diluted earnings
per share (“EPS”)
15.1p
(2025: 71.4p)
Total greenhouse gas
(“GHG”) emissions
132.1 tCO
2
e
(2025: 99.2 tCO
2
e)
BPS/MPS custody client
retention rate
92%
(2025: 92%)
Underlying diluted EPS
137.9p
(2025: 130.4p)
Total dividend
per share
83.0p
(2025: 81.0p)
Highlights
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 01
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Strategic
Report
03 Our business at a glance
06 Our investment case
08 Chair’s statement
10 CEO’s statement
12 Market overview
14 Our business model
16 Stakeholder engagement
20 Our strategy
24 Key performance indicators
26 Financial review
34 Responsible business
41 Summary disclosure against
TCFD recommendations
50 Risk management
55 Viability statement
Brooks Macdonald Group plc Annual Report and Accounts 202602
Scotland and Northern Ireland
North
West
East
London
South
Brooks Macdonald Office
Who we are
Proudly serving clients since 1991, Brooks Macdonald is
a UK focused wealth manager offering quality, tailored,
and independent financial advice with an effective
investment proposition at its core.
What we do
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Edinburgh
Leeds
Cardiff
Norwich
Peterborough
Manchester
Altrincham
Birmingham
Nuneaton
Bridgend
Diss
Glasgow
Tunbridge Wells
London
Southampton
Our business at a glance
Brooks Macdonald Group plc Annual Report and Accounts 2026 03
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
We serve clients across their
entire financial lifecycle…
…through our diversified and
relevant product offering…
…and trusted financial advice.
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
• Creating strategies to help families, businesses
and high-net-worth individuals transfer wealth
efficiently and effectively across generations
Investment Management:
• Bespoke Portfolio Service
• Managed Portfolio Service
• AIM portfolio service
• Multi-asset fund solutions
• Brooks Macdonald Strategic Partnerships (BMSP)
Financial planning:
• Mortgages
• Life insurance and insurance advice
• Employee benefit services
• Tax planning
• Charities
• 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.
Our business at a glance continued
Brooks Macdonald Group plc Annual Report and Accounts 202604
Highlights
July 2025
Brooks Macdonald launches Brooks Financial, a new brand for its
financial planning business
November 2025
Brooks Macdonald appoints Andy Robinson as Chief People Officer
December 2025
Euan Munro appointed as a Non-Executive Director
Brooks Macdonald announces Wealth Management partnership with BAFTA
Brooks Macdonald enhances client proposition through new Lombard
lending partnership with Firenze
January 2026
Brooks Macdonald combines investment management and
distribution teams
February 2026
Defaqto ratings for Brooks Macdonald announced including
Gold Service Rating, Five-Star Ratings and 5 Diamond Ratings
March 2026
Brooks Macdonald appoints Will Hobbs as Chief Investment Officer
April 2026
Brooks Macdonald announced as Henley Royal Regatta’s official
wealth management partner
May 2026
Brooks Financial in Bridgend and Brooks Mortgages named
VouchedFor 2026 Top Rated Firms
Priscilla Cheung and Charlie Witherspoon announced as PAM
Next Gen leaders
June 2026
Brooks Macdonald Strategic Partnerships ("BMSP") launched to help
independent financial advice firms scale for the future
The Company introduces a new MPS structure consisting of three ‘Building
Block’ funds, driven by the Group's centralised investment process and
expected to deliver significant benefits to advisers and clients
Our values, ‘guiding principles’ and
culture support our purpose and are the
driving force behind our client-centric
model.
Our strategy to ‘Reignite Growth’
aims to deliver long-term
sustainable growth…
Our guiding principles serve as our foundation of
trust and guide everything we do.
We do the right thing
We care
We are connected
We make a difference
1
Delivering excellent
client service
2
Broadening and
deepening our client reach
3
Driving scale
and efficiencies
… inspiring us to be the best wealth
manager in the UK known and chosen
for our customer service…
…enabling us to create value
and deliver positive outcomes for
our stakeholders.
Clients
Employees
Shareholders
Regulators
Community and the environment
Brooks Macdonald Group plc Annual Report and Accounts 2026 05
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Our investment case
Products
Annualised net flows
Cost discipline
Successful integration
UK focused wealth manager with an effective investment proposition at its core
Investment
Performance
Investment Management
and Distribution
<5%
Brooks
Financial
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>5%
Brooks Macdonald Group plc Annual Report and Accounts 202606
What clients say about us
The initial instruction was all about getting me
through what was a really difficult time. So,
professionalism. And being able to hand something
over and being able to stop worrying about it was
really crucial. And that’s what they’ve done.”
Brooks Macdonald Group plc Annual Report and Accounts 2026 07
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Brooks Macdonald’s dual route to market through
Independent Financial Advisers and direct, via Brooks
Financial planning, with the breadth of products and
services and strong investment performance enables us
to compete effectively. After a period of re-positioning
and high investment, we now have real momentum to
drive future sustainable growth.”
Maarten Slendebroek
Chair
Introduction
This year was a turnaround year for Brooks
Macdonald as it returned to growth. The
Company fully integrated and achieved
scale in Brooks Financial. We leveraged our
investment management, distribution, and
financial planning capability to offer great
client service and to generate stronger flows.
Andrea Montague, our Chief Executive Officer,
led the rigorous execution of the Reignite
Growth strategy and the improvement in
performance year on year is testament to
the success of the strategy so far and the
momentum for future sustainable growth.
Performance
In the 2026 financial year, the Company
reported total FUMA increased to £21.7 billion
(30 June 2025: £19.1 billion). We reported
that FY26 net flows improved by more than
£600 million vs FY25 when we recorded net
outflows. Also, in Bespoke Portfolio Services
("BPS") gross inflows improved and outflows
reduced leading to significantly better net
flow results. Underlying profit before tax
was marginally ahead of prior year, reflecting
the benefit of a full year of the acquired
businesses under Brooks Financial. Our
CFO, Katherine Jones, provides detailed
information on our financial performance in
the financial review in this Annual Report.
Chair’s statement
Brooks Macdonald Group plc Annual Report and Accounts 202608
Shareholder Returns
Governance
In December 2025, we welcomed Euan Munro
to the Board as a Non-Executive Director. Euan
brings over 30 years’ experience in the global
asset management industry, with a strong
track record of building and leading successful
investment businesses. He is respected across
the UK investment and IFA communities and
has strengthened our Board with his insight
and leadership.
The Board has been pleased with the pace
and agility with which colleagues throughout
the Company have moved to deliver the
strategy led by Andrea and the wider
Executive Team.
People
This year Brooks Macdonald marks 35 years
of serving clients in the UK. Through 35 years
change has been a constant and we continue
to use our agility to our advantage and now
leverage digital technology and AI to become
more efficient with an unchanging desire to
improve customer outcomes.
Our overall staff diversity sits at 55% male
and 45% female. Women represented 43% of
leadership roles, surpassing our 2026 target of
38% and female representation on our Board
of Directors was at 38%.
Looking Ahead
Brooks Macdonald has momentum for future
sustainable growth. Our Reignite Growth
strategy is working. We are well positioned to
compete in the market and take advantage of
the opportunities to serve more clients with
our broad range of products and services and
deliver strong investment performance. On
behalf of the Board, I want to thank Andrea
and her entire Executive Committee for
their continued dedication and commitment
to our clients, employees, and Company.
I am grateful for our shareholders and our
colleagues for their ongoing support and
loyalty to Brooks Macdonald.
Maarten Slendebroek
Chair
2 September 2026
↗
Read more about our corporate
governance on pages 57 to 98
↗
Read more about our performance on
pages 24 to 33
83.0p
Dividend up 2.0p or 2.5%
(FY25: 81.0p)
Annual General Meeting
Shareholders are invited to
participate in the AGM and will have
the opportunity to attend and put
questions directly to the Board, or
send questions by email in advance of
the meeting.
The AGM will take place on
13 October 2026 and will be held at
our London head office.
Details of all resolutions to be
proposed at the 2026 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 2026 09
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
This year, Brooks Macdonald returned to growth and
net inflows, a clear demonstration that our Reignite
Growth strategy is working. We fully integrated Brooks
Financial giving us scale and growth in financial
planning. We modernised our Bespoke Portfolio
Services and Managed Portfolio Service offerings,
launched Brooks Macdonald Strategic Partnerships,
strengthened our relationships with valued Independent
Financial Advisers across the UK and delivered strong
investment performance.”
Andrea Montague
CEO
Our Year in Review
I am pleased to present these results
reporting on the year that Brooks Macdonald
returned to growth and net inflows through
the disciplined execution of our Reignite
Growth strategy. Excellent client service has
been at our core since the Company was
founded in 1991. This year our focus on clients
and adviser engagement was visible through
our new offerings of products and services,
the full integration of Brooks Financial and
leveraging our unique ability to bring together
our investment management, distribution, and
financial planning teams to support clients
throughout their financial journeys.
Our Clients
Brooks Macdonald and Brooks Financial, our
financial planning business, offer a broad
range of products, services, and investment
propositions. We can support clients across
the range of their needs such as investments
or retirement planning.
This year we upgraded our BPS offerings
to reflect the financial needs of clients at
different levels of wealth. BPS is principally
aimed at clients with larger investment pots
and more complex needs and the success of
our strategy was seen with the 15% growth in
the number of BPS clients with portfolios of
more than £1 million compared to FY25.
CEO’s statement
Brooks Macdonald Group plc Annual Report and Accounts 202610
As part of the modernisation of our
investment architecture, we introduced a new
MPS structure consisting of three ‘Building
Block’ funds, to broaden investment capability
and support better client outcomes through
increased flexibility and scalability.
We launched Brooks Macdonald Strategic
Partnerships, a partnership model focused on
helping adviser firms grow, improve efficiency,
and strengthen client service. This will create
greater long-term value for both advisers and
clients.
We continue to deliver strong investment
performance through our Centralised
Investment Proposition (CIP), which remains a
differentiator for Brooks Macdonald. Market
and investment performance contributed
£2.5 billion to FUMA growth over the year,
reflecting the strength of the Group’s
investment strategy in generally positive global
markets.
In addition to the investments in new products
and capabilities, we have invested in our
business to create the conditions for long-
term success.
We view AI and technology developments
as enablers to the delivery of our strategy,
helping our team to deliver better client
service. We are using AI to help us complete
annual reviews faster; provide consistent,
compliant documentation reducing manual
drafting, standardise automated meeting
notes to prompt next actions, onboard clients
faster and help anticipate client needs. Brooks
Macdonald is digitally enabled but human led.
Our Performance
We reported that FY26 net flows improved
by more than £600 million vs FY25. Total
FUMA increased to £21.7 billion (30 June 2025:
£19.1 billion). Of this, total funds under
management (“FUM”) were £19.3 billion
(30 June 2025: £16.5 billion).
We saw a significant turnaround with net
inflows of £226 million for FY26 compared
to net outflows of £396 million in FY25. Q4
represented our strongest quarter in the year
and was our third consecutive quarter of
increasingly positive net flows.
Platform MPS (“PMPS”) FUM increased by
35% to £8.0 billion at FY26 compared to
FY25, equivalent to annualised growth rate of
15%. BPS FUM increased by 9% to £9.3 billion
in FY26.
Assets under Advice within Brooks Financial
increased to £5.7 billion (30 June 2025:
£5.3 billion).
Assets both advised and managed grew by
20% to £3.3 billion, representing 58% of AuA
(51% at 30 June 2025). This reflects strong
organic growth in the first full year following
the acquisitions in our now fully integrated
financial planning business. Advised only
assets were £2.4 billion (30 June 2025:
£2.6 billion).
Our People
The results this year reflect the passion and
commitment of all our colleagues across
the Company to serve clients well. Our
strengthened distribution team, regional
structure with regional leadership, and our
Senior Leadership Team now have common
accountability for client service, outcomes,
and growth.
Our town halls and smaller meetings
throughout the year promote understanding
of our strategy, build engagement and culture.
New colleagues joined us this year from
across the UK to all our regions and our teams.
We enhanced our employee recognition
programs where peers nominate their
colleagues for going above and beyond on a
weekly, quarterly, and annual basis reinforcing
our culture that values performance, individual
achievement as well as teamwork.
Our Brooks Financial Academy continues
to attract and develop high quality financial
planners with 18 currently enrolled. Over the
last year three graduates have joined Brooks
Financial.
We are expanding our Academy to increase
early talent development by increasing an
understanding of careers in Brooks Macdonald
helping young people seeking employment.
We appointed Will Hobbs as Chief Investment
Officer in March 2026 and as a member
of our Executive Committee. Will brings
more than 20 years of extensive experience
in investment strategies and investment
management. He is a valuable addition to
our team as we continue to deliver strong
investment performance.
Looking Ahead
We are confident in the substantial
opportunities ahead for our clients, advisers,
and shareholders.
We operate in a large and structurally
attractive market with an ageing population,
where people are not saving enough
for retirement and with the largest
inter-generational transfer of wealth in
decades still to come. We’re a simple
business, serving an attractive growth market.
We offer a broad, well-structured product
range, anchored by our CIP that delivers
benchmark performance and market-leading
consistency.
Looking to the future, our focus is on client
satisfaction, to expand distribution, broaden
our propositions and enhance our technology.
We have established an integrated, holistic
offering across investment management
and financial planning that positions us well,
underpinned by trusted advice and strong
long-term investment performance.
Future growth will continue to be fuelled
by client demand, our broad range of
propositions and strong investment
performance.
Our ambition is to be the best wealth manager
in the UK, known and chosen for our client
service. We have momentum for future
sustainable growth. I am excited about the
future for Brooks Macdonald, our clients,
advisers, and shareholders.
Andrea Montague
CEO
2 September 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 11
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
The UK adviser landscape
The UK wealth management market
remains a large and attractive long-term
growth opportunity. The core UK wealth
management market was £1.24tn
1
at the
end of 2025, growing by 12.9% over the
year. Long-term structural drivers continue
to support demand for professional
financial advice and investment
management services.
Although the UK adviser market has over
5,000 firms offering advice, asset and
clients are concentrated among larger
firms. Large firms represent just 1% of
adviser businesses but account for half
of advised assets and more than half of
clients. This continues to reinforce the
importance of national, network and
strategic adviser relationships.
Sources:
1
Platforum – UK Wealth Management Market Overview July 2026
2
Platforum – UK Financial Advisers Market Overview 2025
0
20
40
60
80
100
87%
% firms
2
% assets
2
% clients
2
12%
1%
26%
24%
50%
23%
22%
55%
Small (1–5 advisers) Medium (6–49 advisers) Large (50+ advisers)
The trends we are seeing in UK society mean that
Brooks Macdonald is well placed for success given our
product range and target market.
Ageing UK
population
Advice gap
By 2041 26% of the population will
be over 65
1
, compared to 19%
2
now
12.2m people who could benefit
from advice don’t currently get it
3
Retirement
savings gap
Wealth
transferring
to women
Average pension pot for 55-64 age
group in the UK is £137,800
4
Women hold 55% of Britain’s wealth
5
Inter-
generational
wealth transfer
Advisers are
outsourcing
more
2050 we expect £7 trillion to pass
between generations in the UK
6
Increasing use of discretionary
management services in response
to regulatory change and drive for
efficiency and quality of service
7
Sources:
1
GOV.UK
2
Census 2021
3
Boring Money Insights
4
Office of National Statistics;
5
Centre for Economics and Business
Research, Brooks Macdonald analysis
6
Wealth-X, Preservation and Succession:
Family Wealth Transfer 2021
7
Platforum, UK Financial Advisers,
Investment Distribution June 2025
Market overview
Brooks Macdonald Group plc Annual Report and Accounts 202612
What advisers say about us
Reliable well-regarded name in the marketplace.”
Brooks Macdonald Group plc Annual Report and Accounts 2026 13
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Our Operating Model
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We serve clients across their entire financial lifecycle…
…through our diversified and relevant product offering…
>1,000
independent financial
advisers across the UK
c.90
independent financial
planners and paraplanners
£5.7bn
AUA
…and trusted financial advice
Investment Management:
• Bespoke Portfolio Service
• Managed Portfolio Service
• AIM portfolio service
• Multi-asset fund solutions
• Brooks Macdonald Strategic Partnerships (BMSP)
Financial planning:
• Mortgages
• Life insurance and insurance advice
• Employee benefit services
• Tax planning
• Charities
Accumulators Preparers Retirees
Inter-generational
wealth transfer
Our business model
Brooks Macdonald Group plc Annual Report and Accounts 202614
What sets us apart
Digitally enabled, human led leveraging technology to deliver
excellent client service via personalised and tailored advice by
our teams in investment management, distribution and financial
planning
Serving clients across their entire financial lifecycle with breadth
and depth of propositions to support them – BPS, MPS, Platform
MPS, Retirement Solutions and Financial Planning
Strong and consistent long term investment performance
underpinned by our Centralised Investment Proposition (CIP)
Support to IFAs across the UK through our Brooks Macdonald
Strategic Partnerships supporting adviser firms beyond
investment management
Integrated advice and investment capability enabling a more
joined up adviser/client conversation bringing investment insight
and relationship knowledge together
What clients say about us
The meeting was immensely helpful to me in terms
of clarifying a way forward financially for the next
phase in my retirement. As I said I think the thing I
value most about our discussions is the confidence
they give me (a naturally cautious individual) to
actually spend money with confidence knowing that
there is a sound position underpinning this.
I have been wanting to increase my drawings of late
based on the good performance and it feels good
to have made that decision with both your backing.
I understand and like the approach you outlined to
having a “next few years” and “longer term” split of
my pot with different investment methodologies.”
Brooks Macdonald Group plc Annual Report and Accounts 2026 15
Company
Financial Statements
Financial
Statements
Governance
Report
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 06
• CEO’s statement on pages 10 to 11
• Business model on pages 14 to 15
• Our strategy on pages 20 to 23
The interests of the
Company’s employees
• How the Board embeds culture on page 68
• Responsible business on pages 34 to 40
• Board overview on pages 63 to 67
The need to foster the Company’s business
relationships with suppliers, customers and others
Market overview on pages 12
Business model on pages 14 to 15
Responsible business on pages 34 to 40
The impact of the Company’s operations on the
community and the environment
Market overview on page 12
Responsible business on pages 34 to 40
Summary disclosure against TCFD recommendations on
pages 41 to 49
Risk management on pages 50 to 54
The desirability of the Company maintaining a
reputation for high standards of business conduct
Business model on pages 14 to 15
Responsible business on pages 34 to 40
Risk management on pages 50 to 54
Whistleblowing on pages 37 and 74
The need to act fairly as between
members of the Company
Responsible business on page 34 to 40
How the Board embeds culture on page 68
How we engage with our stakeholders on pages 17 to 19
Board overview on pages 63 to 67
The section overleaf covers the engagement with our key stakeholders.
↗
See pages 66 and 67 of the Governance Report for an example of the Board’s decision making, including the considerations given to relevant stakeholders affected by that decision.
Stakeholder engagement
Section 172(1) statement
Brooks Macdonald Group plc Annual Report and Accounts 202616
Clients and intermediaries
Overview
Our client base is broadly split between intermediated and direct clients. Intermediated
clients access our services through external independent financial advisers ("IFAs"), whilst
direct clients are served 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 planners
• IFA roadshows with senior management and relationship managers
• In-person and online engagement
• Investment updates
Outcomes of engagement
• Increased awareness of the Company’s services and product range
• Provision of greater educational content through means such as webinars and
podcasts, together with thought leadership pieces
• The feedback we collate influences our strategic decision-making, allowing us to
better serve our clients and grow our business
The Board has considered the interest of stakeholders throughout the year.
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
• Intro meetings with potential new investors and salesforce briefings
Outcomes of engagement
• Supportive shareholder base
• Successful share buyback programme
• Investor feedback collated and shared with the Board to inform strategic
decision-making
Brooks Macdonald Group plc Annual Report and Accounts 2026 17
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Regulators
Overview
We focus on open and constructive relationships with our regulators and recognise the
importance of maintaining proactive engagement and dialogue. This helps to ensure we
continue to meet our obligations to consumers, shareholders and other stakeholders.
Key priorities
• Positive consumer outcomes and support
• A culture of integrity and compliance
• Operational and financial resilience
Methods of engagement
• Regulator communications, publications and developments
• Regulatory data, returns and applications
• Participation in industry association and trade body meetings
Outcomes of engagement
• Deliver good client outcomes, business resilience and long-term success
• Regular engagement with our regulators keeps us aligned with evolving expectations
and demonstrates a shared commitment to growth, market integrity and consumer
protection
Employees
Overview
Our people are critical to the delivery of our strategy and long-term success. We are
committed to attracting, developing and retaining top talent by offering a rewarding employee
experience, opportunities for growth and an inclusive culture where everyone can perform at
their best.
Key priorities
• Competitive pay and benefits
• Skills development, career progression and leadership capability
• Value-led, inclusive and high-performing culture
• Attraction and retention of diverse talent
Methods of engagement
• Regular team discussions and feedback sessions
• Training programmes and talent development
• Town hall conferences and business updates
• Executive Committee roundtable discussions
• Employee engagement surveys
• Internal communication via the intranet and weekly newsletters
Outcomes of engagement
• Strengthened understanding of business strategy, priorities and objectives across
the organisation
• Appointed a new Senior Leadership Team to strengthen organisational capability
and support the delivery of our strategic priorities.
• Continued investment in leadership to build organisational capability and support
future growth
• Refined our performance management processes, strengthening alignment between
individual goals and strategic objectives
• Continued to enhance our employee policies and benefits
Stakeholder engagement continued
Section 172(1) statement
Brooks Macdonald Group plc Annual Report and Accounts 202618
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. This is integral
to our broader sustainability agenda and long-term commitment to responsible business
practices.
Key priorities
• Responsible business conduct
• Collaborative social partner
Methods of engagement
• Website and social media, covering topics on retirement planning and investment
• Participation in industry associations
Outcomes of engagement
• Support for communities through local partnerships, charitable giving and
volunteering days
• Continued to reduce our environmental impact, through lower overall energy
consumption and reduced GHG emissions
Brooks Macdonald Group plc Annual Report and Accounts 2026 19
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Strategic priorities Description What we delivered in FY26
Delivering excellent
client service
Our clients remain at the centre of everything we do. We are focused
on understanding their changing needs and expectations, and
responding with improvements that enhance the quality, consistency
and relevance of the service we provide.
• Combined our Distribution and Investment Management Teams
• Continued strong investment performance
• Launched MPS Building Blocks
• Removed fees on cash held in discretionary portfolios
• Enhanced Digital Delivery
• Retained Gold Defaqto DFM Service Rating for 5 consecutive years
• Defaqto 5-star ratings retained across BPS, MPS and Platform MPS
• Brooks Financial had a 93% client satisfaction rate
Broadening and deepening
our client reach
We will broaden and deepen our client reach by taking the Group’s full
range of propositions to existing relationships and new connections,
supported by increased brand awareness and better use of client
insight and data analytics to support lead generation.
• Brooks Financial launched and acquisitions integrated
• BMSP relaunched
• Brand partnerships generating opportunities
• Expanded digital reach
• Integrated Investment Management and Distribution teams
• Industry awards and recognition
Driving scale and efficiencies
We will drive scale and efficiencies by building the talent, capabilities
and processes needed to support excellent client service. This will
include greater use of automation across the front office and support
functions, alongside continued optimisation of investment and
client reporting processes to improve productivity, efficiency and
consistency.
• Built a scalable operating platform
• Advanced the digital and automation agenda
• Monthly model for adviser payments and client billing
• Building Block structure for selected MPS
• Modernised client and adviser servicing
• Delivered target cost and efficiency benefits
Reignite Growth
In 2026, we translated our refocused strategy into action. Over the year, we strengthened the foundations of the business, enhanced
our ability to serve clients and advisers and continued to position Brooks Macdonald to benefit from the structural growth
opportunities in the UK wealth management sector. Whilst we remain mindful of a dynamic market backdrop our strategy is clear, our
priorities are focused and we are building the capabilities required to deliver sustainable long-term growth.
Our strategy
Brooks Macdonald Group plc Annual Report and Accounts 202620
92%
BPS/MPS custody client
retention rate
Independent adviser research shows strong satisfaction
among Brooks Macdonald users
In the 2026 adviser brand tracker, 88% of Brooks Macdonald users
said they were very or quite satisfied, reflecting the strength of our
relationships, local support and commitment to delivering excellent
client service.
Source: Research in Finance data July 2026.
Gold award for
DFM Service 2026
5 Stars for Solutions
Bespoke Portfolio Service
Managed Portfolio Service
Platform Managed Portfolio Service
Delivering excellent client service
What we delivered in FY26:
• We brought together our Distribution
and Investment Management teams to
create a more seamless client and adviser
experience, connecting relationship
insight, investment expertise and service
delivery more effectively.
• We continued to deliver strong investment
performance, with outperformance across
the medium and long term.
• We enhanced our digital capabilities,
including the launch of the InvestBM
app, digital onboarding, IFA app access,
client self-service functionality, paperless
valuations and improved adviser and client
journeys.
• We launched MPS Building Blocks,
broadening client access to a wider range
of asset classes and investments.
• We removed fees on cash held
in discretionary portfolios from
1 July 2026, reinforcing our commitment
to transparency, fairness and good client
outcomes.
• We retained our Gold Defaqto DFM
Service Rating for the fifth consecutive
year and maintained Defaqto 5-star ratings
across our BPS, MPS and Platform MPS
propositions.
FY27 priorities:
• Building reciprocal relationships with
Nationals and Networks.
• Building our Brooks Macdonald Strategic
Partnerships client base.
• Expanding and enhancing our reach with
our Retirement strategies.
Brooks Macdonald Group plc Annual Report and Accounts 2026 21
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
£21.7bn
FUMA at
30 June 2026
c.90
no. of financial planners
and paraplanners
Broadening and deepening our client reach
What we delivered in FY26:
• We relaunched Brooks Macdonald
Strategic Partnerships, extending our
support for adviser firms beyond
investment management into proposition
design, governance, technology,
operational efficiency, growth planning
and succession.
• We strengthened our brand partnerships
and regional engagement activity,
generating new opportunities across
priority channels and client segments.
• We expanded our digital reach, with FY26
social media content generating over
1.25 million views and increasing visibility
of our brand, investment thinking and
client propositions.
• We deepened adviser engagement
through our Autumn Adviser Insights
events, attended by more than 387
advisers, with 81% rating the presentations
5/5 and more than 113 expressions of
interest received.
• We built momentum in Retirement
Strategies through launch activity, adviser
roadshows, positive media and market
commentary, NextWealth-sponsored
research and broader platform availability.
• We strengthened collaboration between
Investment Management and Distribution,
creating a more joined-up approach to
adviser and client engagement and helping
convert opportunities into new business.
• Brooks Financial continued to strengthen
Group growth, with the integrated financial
planning model supporting broader client
reach and increasing flows into Brooks
Macdonald solutions.
• We continued to build credibility through
industry awards and recognition across
advice, data transparency, adviser
technology and wealth management.
FY27 priorities:
• Continue our product innovation to meet
client needs and will deploy AI, digital and
automation to enhance customer service.
• Continue to develop and enhance our
Financial Planning expertise, as well as
bringing through the next generation of
financial planners through our Brooks
Academy.
Driving scale and efficiencies
What we delivered in FY26:
• We strengthened commercial execution
through clearer sales disciplines, enhanced
management information and more data-
led decision-making.
• We advanced our digital and automation
agenda, using technology and AI to
improve productivity, streamline
processes and support more scalable
delivery.
• We moved adviser payments and client
billing to a monthly model, improving
operational efficiency, adviser service and
scalability.
• We introduced the Building Block
structure for selected MPS ranges,
simplifying portfolio implementation
and improving scalability, efficiency and
access to a broader range of asset classes.
• We improved operating leverage across
Financial Planning by centralising key
processes and increasing consistency,
visibility and capacity across adviser
support.
• We integrated Brooks Financial into a more
scalable operating platform, delivering
synergies and creating a stronger
foundation for future growth.
• We delivered targeted cost and efficiency
benefits through integration, process
simplification, supplier rationalisation and
automation.
• We continued to modernise client
and adviser servicing through digital
onboarding, improved reporting, self-
service functionality and paperless
processes.
FY27 priorities:
• We will unlock further insights from our
CRM system to improve new business and
retention.
Our strategy continued
Brooks Macdonald Group plc Annual Report and Accounts 202622
Case study
AI Otto
AI is accelerating the transformation of our financial planning business- supporting adviser judgement, automating high-friction processes and enabling
consistent, compliant outcomes at scale. AI is freeing capacity to serve more clients and segments effectively and efficiently.
We are partnering with Otto, an innovative,
technology partner with unique capability
around customisation of workflows to
significantly enhance our adviser systems
using AI to:
• Complete annual reviews faster, with
significantly less adviser effort: AI
will be used to support the end to end
annual review process by automatically
preparing review packs, drafting
documentation, summarising client
information, and highlighting follow up
actions. The aim is to reduce manual
effort for advisers and client excellence
teams; shortening the time taken to
complete reviews whilst maintaining
advice quality.
• Provide consistent, compliant
suitability documentation produced
with reduced manual drafting: Using AI
to augment and accelerate the creation
of suitability reports by drafting content,
summarising client circumstances and
advice rationale, and checking alignment
to regulatory requirements. This reduces
manual effort, improves consistency, and
shortens the time required to produce
compliant suitability documentation.
This will facilitate a move to reviewing
a higher volume of files and allow more
focused efforts where risks exist – often
prompting action in real-time with
preventative controls as opposed to
post-advice reviews.
• Standardise automated meeting notes
to prompt next best actions: Meetings
notes supported by sentiment analysis
and tracking will prompt advisers to
identify vulnerabilities or identify areas
of further discussions and arrange follow
up calls.
• Onboard clients faster, with fewer
delays before advice can start:
Streamlined client onboarding
by automating data capture,
documentation, and validation steps,
including Letters of Authority.
• Drive a focus on continuous event-
driven advice and anticipation of
client needs: Rather than a drive from
annual reviews by default, ensuring we
are driven by providing advice to clients
during key life moments to drive the
best client outcomes. This supports
the direction of travel suggested by the
regulator.
A proof of concept has been launched that
will automate the annual review process,
leveraging AI to collate relevant information
and draft annual reviews, as well as a work-
based solution that triggers actions for
annual reviews. This will be extended to
onboarding and suitability reports later in
the year.
This solution puts us ahead of many
competitors, whilst ensuring we remain
human-led in our advice and support clients
on the transition to a more AI-enabled
customer journey.
Brooks Macdonald Group plc Annual Report and Accounts 2026 23
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
The following financial and
strategic measures have been
identified as the key performance
indicators (“KPIs”) of the Group’s
overall performance for the
financial year.
The underlying figures represent the
results for the Group’s activities, excluding
underlying adjustments as listed on
page 30. These represent alternative
performance measures (“APMs”) for the
Group.
Refer to the Non-IFRS financial information
section on page 156 for a glossary of the
Group’s APMs, their definition, and the
criteria for how underlying adjustments are
considered.
FUMA and revenue Underlying performance
Funds under management and advice (£bn)
FY24 FY25 FY26
16.3
19.1
21.7
£2.6bn
Definition
Total funds under
management and advice
at the end of the year.
Relevance
The value of funds under management and
advice has a direct impact on the Group’s
revenue.
Organic net fund flows (£bn)
FY22
FY26
(0.4) (0.4)
0.2
FY24 FY26FY25
£0.6bn
Definition
Value of net organic
discretionary flows.
Relevance
Net organic growth measures the new
business generated by the Group excluding
the impact of acquired assets and after
allowing for lost business.
Revenue (£m)
FY24 FY25
106.7
111.6
118.1
FY26
£6.5m
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.
Underlying profit before tax (£m)
FY24 FY25
30.3
28.9
29.0
FY26
£0.1m
Definition
Revenue less underlying
costs before tax.
Relevance
This measures the Group’s performance
excluding the impact of certain one-
off costs or credits so as to provide an
appropriate year-on-year comparison.
Underlying profit margin before tax (%)
28.4
25.9
24.6
FY24 FY25 FY26
1.3ppts
Definition
Underlying profit before
tax as a percentage of
revenue.
Relevance
This is a key measure of the Group’s
underlying performance reflecting key
drivers of long-term profitability.
Underlying diluted earnings per share (p)
150.9
130.4
137.9
FY24 FY25 FY26
7. 5p
Definition
Total underlying profit
after tax divided by
the diluted weighted
average number of
ordinary shares.
Relevance
This is another key metric of measuring
the Group’s profitability and takes into
account new shares issued and share buy
backs during the year and the effect of
dilutive potential shares issuable.
1
Restated. Refer to page 27 for further details.
Key performance indicators
How we performed
Brooks Macdonald Group plc Annual Report and Accounts 202624
Shareholder return Non-financial KPI
Total dividend per share (p)
FY24 FY25 FY26
78.0
81.0
83.0
2.0p
Definition
Total dividend per
share paid out to
shareholders.
Relevance
Distributions by the Group in the form of
dividends represent an important part of
the returns to shareholders.
Excess capital (£m)
47.1
15.6
5.9
FY24 FY25
FY26
£9.7m
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.
Women in Leadership (%)
FY24 FY25 FY26
39
35
43
8.0ppts
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.
Total GHG emissions (tCO
2
e)
106.4
99.2
132.1
FY24 FY25 FY26
32.9 tCO
2
e
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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 25
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
I am pleased to present the Group’s financial results for
the year ended 30 June 2026. The year demonstrated
strong strategic and financial progress, with record
FUMA, a return to positive net flows and growth in
Brooks Financial whilst maintaining cost discipline and
delivering efficiency benefits across the organisation.
Performance was underpinned by strong growth
in Platform MPS, positive market and investment
performance and the full-year contribution from the
financial planning acquisitions completed in the prior
year. We also continued to build the foundations for
long-term value creation through transformation activity
and the integration of recently acquired businesses.”
Katherine Jones
CFO
Basis of presentation
The financial review should be read alongside
the consolidated financial statements and the
Non-IFRS financial information section, which
explains the Group’s alternative performance
measures and reconciles them to the closest
IFRS measures.
Year-on-year comparability is affected by
transactions completed during the prior
year, which included part-year contributions
from CST Wealth, Lucas Fettes and LIFT. The
current year includes a full-year contribution
from each of these acquisitions, affecting
comparisons particularly in financial planning
revenue, staff costs and non-staff costs.
Financial review
Brooks Macdonald Group plc Annual Report and Accounts 202626
Financial results summary
The table below shows our financial performance for the years ended 30 June 2026 and 2025.
£ million (unless stated otherwise) 2026 2025
Total FUMA (£ billion)
1
21.7 19.1
Total FUM (£ billion)
1
19.3 16.5
Net flows (£ billion) 0.2 (0.4)
Fee income 74.4 72.9
Financial planning income 28.6 17.1
Transactional and FX income 9.1 14.0
Interest income 6.0 7.6
Total revenue 118.1 111.6
Fixed staff costs (44.8) (41.7)
Variable staff costs (13.0) (10.3)
Total underlying staff costs (57.8) (52.0)
Underlying non-staff costs (32.5) (33.2)
Total underlying costs (90.3) (85.2)
Net finance income 1.2 2.5
Underlying profit before tax 29.0 28.9
Underlying adjustments (25.8) (11.4)
Statutory profit before tax 3.2 17.5
Taxation (0.8) (5.9)
Statutory profit after tax 2.4 11.6
Other comprehensive income (0.1) -
Result from discontinued operations - 9.4
Total comprehensive income for the year 2.3 21.0
Movements in FUMA, by service
£ million
Opening
assets 1 Jul
2025
1
Gross inflows
Gross
outflows Net flows
Market
performance
and other
Closing assets
30 June 2026
Net flows
growth FUM growth
BPS 8,528 941 (1,304) (363) 1,100 9,265 (4.3)% 8.6%
MPS Custody 906 29 (181) (152) 144 898 (16.8)% (0.8)%
MPS Platform 5,983 2,537 (1,622) 915 1,149 8,047 15.3% 34.5%
Total MPS 6,889 2,566 (1,803) 763 1,293 8,945 11.1% 29.9%
Funds
1
1,084 137 (311) (174) 133 1,043 (16.1)% (3.8)%
Total FUM
1
16,501 3,644 (3,418) 226 2,526 19,253 1.4% 16.7%
Advised only assets 2,577 2,416
Total FUMA 19,078 21,669 13.6%
1
On 8 December 2025, two TM Brunsdon funds, managed by Brooks Macdonald Asset Management Limited (“BMAM”) on behalf of Brunsdon Financial, were merged with two IFSL Magnus funds, and BMAM ceased to act as their investment
manager. The earlier periods have been amended accordingly to reflect the funds’ liquidation. Prior to their liquidation, net outflows across both funds in the second quarter added to £0.1 million, which have also been excluded from the
reported Funds net flows. Over the past four quarters, combined FUM across the two funds averaged £128 million, with combined average quarterly net outflows of £0.1 million.
Brooks Macdonald Group plc Annual Report and Accounts 2026 27
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Total FUMA increased by 13.6% or £2.6 billion
to £21.7 billion (30 June 2025: £19.1 billion),
including FUM growth of 16.7%. Closing
FUMA included total FUM of £19.3 billion
(30 June 2025: £16.5 billion) and Assets under
Advice of £5.7 billion, of which advised
only assets were £2.4 billion (30 June 2025:
£5.3 billion and £2.6 billion, respectively).
The reduction in advised only assets reflects
the continued conversion of assets to also
being managed, rather than a reduction in the
financial planning client base.
FUM increased by £2.8 billion to £19.3 billion,
driven by positive market and investment
performance of £2.5 billion and net inflows
of £0.2 billion. This marked a return to
positive annual net flows and a £0.6 billion
improvement from the prior year. Flow trends
strengthened during the year, reflecting
focused activity across client relationships
and distribution, with three consecutive
quarters of positive net flows and the
strongest quarterly performance for three
years in the final quarter.
BPS FUM increased by 8.6% to £9.3 billion
(30 June 2025: £8.5 billion), benefitting
from market and investment performance
of £1.1 billion. Net outflows improved by
approximately 50% to £363 million, compared
with £723 million in the prior year, reflecting
the positive impact of sustained client
engagement and distribution initiatives,
together with investment in new regions. The
improvement was particularly evident in the
final quarter, when net outflows reduced
to £20 million. BPS remains an important
proposition for higher-net-worth clients
with more complex financial needs and
we increased the number of clients with
portfolios greater than £1 million by 15% in
the year.
MPS Platform delivered net inflows of
£915 million and market and investment
performance of £1.1 billion. Platform MPS
FUM increased by 34.5% to £8.0 billion
(30 June 2025: £6.0 billion), reflecting
continued demand for platform-based
managed portfolio solutions. MPS Custody
FUM was broadly stable at £0.9 billion, with
net outflows of £152 million offset by market
and investment performance. Total MPS FUM
increased by 29.9% to £8.9 billion.
Funds FUM decreased by 3.8% to £1.0 billion
(30 June 2025: £1.1 billion), with net outflows
of £174 million partly offset by market and
investment performance of £133 million.
Funds remain an important part of the Group’s
proposition, providing unitised and directly
invested multi-asset approaches that reflect
the Group’s centralised investment process.
Our integrated Financial Planning business,
Brooks Financial, made further progress
with assets under advice increasing to
£5.7 billion (30 June 2025: £5.3 billion), and
assets both advised and managed increasing
to £3.3 billion, representing 58% of total
assets under advice compared with 51% at
30 June 2025. This demonstrates the benefits
of our investment in the three financial
planning businesses acquired in the prior year
and the increasing collaboration between
financial planners and investment managers.
Market and investment performance
contributed £2.5 billion to FUM during the
year and outperformed the Morningstar PIMFA
Private Investor Balanced Index. Positive
performance in the final quarter more than
offset the impact of market volatility earlier in
the period.
Revenue
Total revenue increased by 5.9% to
£118.1 million (2025: £111.6 million). The principal
driver was the increase in financial planning
income to £28.6 million (2025: £17.1 million),
reflecting a full-year contribution from the
businesses acquired in the prior year and
growth in the existing Brooks Financial client
base. These businesses were brought together
under the Brooks Financial brand during the
year and revenue grew by 10% compared with
FY25 on a like for like basis, now representing
c25% of total Group revenue.
Fee income increased to £74.4 million
(2025: £72.9 million). Investment management
fee income increased to £68.5 million, which
included a 16% increase in MPS revenue.
Growth was supported by higher average
FUM, positive market performance, partially
offset by lower yields and business mix
effects. Fund management fees decreased
to £6.0 million (2025: £6.6 million), reflecting
lower average fund FUM and fund outflows.
Transactional and FX income decreased to
£9.1 million (2025: £14.0 million), reflecting
lower transaction volumes in less volatile
market conditions. Interest income decreased
to £6.0 million (2025: £7.6 million), largely
reflecting lower prevailing interest rates over
the period following a reduction in the Bank of
England base rate.
From 1 July 2026, the Group no longer charges
investment management fees on cash
balances held within discretionary portfolios,
reflecting the evolving regulatory environment
and the Group’s continuing commitment
to clarity and value for clients. The Group
continues to pay interest earned on cash to
clients and expects the change to have no
material impact on the Group’s future financial
performance.
Financial review continued
Brooks Macdonald Group plc Annual Report and Accounts 202628
Revenue, average FUMA and yields
Revenue Average FUMA Yields
2026
£m
2025
£m
Change
£m
2026
£m
2025
£m
Change
%
2026
bps
2025
bps
Change
bps
BPS fees 51.3 51.4 (0.1) 8,602 8,373 2.7 59.6 61.4 (1.8)
BPS transactional and FX income 9.1 14.0 (4.9) 10.6 16.7 (6.1)
Total BPS 60.4 65.4 (5.0) 8,602 8,373 2.7 70.2 78.1 (7.9)
MPS Custody 5.2 5.4 (0.2) 893 929 (3.9) 58.2 58.6 (0.4)
MPS Platform 11.5 9.0 2.5 6,944 5,058 37.3 16.6 17.7 (1.1)
Total MPS 16.7 14.4 2.3 7,837 5,987 30.9 21.3 24.0 (2.7)
Funds 6.0 6.5 (0.5) 1,356 1,445 (6.2) 44.2 44.9 (0.7)
Total (excluding interest income) 83.1 86.3 (3.2) 17,795 15,805 12.6 46.7 54.6 (7.9)
Interest income 6.0 7.6 (1.6) 7.0 8.2 (1.2)
Total FUM-related revenue 89.1 93.9 (4.8) 17,795 15,805 12.6 50.0 59.4 (9.4)
Financial planning 28.6 17.1 11.5 5,410 3,767 43.6 52.8 45.4 7.4
Other income 0.4 0.6 (0.2)
Total non-FUM-related revenue 29.0 17.7 11.3
Total revenue 118.1 111.6 6.5
The overall revenue yield reduced as the
business mix evolved, with the impact
of a greater proportion of lower-yielding
Platform MPS assets (including our business-
to-business proposition, BMSP), reduced
transactional activity and lower interest
income partly offset by an increase in
the financial planning margin reflecting
the benefits of the consistent rate card
being applied across Brooks Financial post
integration.
BPS total revenue decreased to £60.4 million
(2025: £65.4 million). BPS fee revenue
was broadly stable at £51.3 million (2025:
£51.4 million), with average FUM increasing by
2.7% to £8.6 billion. The BPS fee yield reduced
to 59.6 bps (2025: 61.4 bps), reflecting product
mix and pricing effects. BPS transactional and
FX income decreased to £9.1 million (2025:
£14.0 million), reducing the total BPS yield to
70.2 bps (2025: 78.1 bps).
MPS revenue increased to £16.7 million (2025:
£14.4 million), driven by growth in Platform
MPS average FUM. Average MPS FUM
increased by 30.9% to £7.8 billion, whilst the
total MPS yield reduced to 21.3 bps (2025: 24.0
bps), reflecting the increasing mix of Platform
MPS relative to MPS Custody.
Funds revenue decreased to £6.0 million (2025:
£6.5 million), with average FUM decreasing
by 6.2% to £1.4 billion. The funds yield was
broadly stable at 44.2 bps (2025: 44.9 bps).
Financial planning revenue increased to
£28.6 million (2025: £17.1 million), with average
assets under advice increasing to £5.4 billion
(2025: £3.8 billion). On a like-for-like basis,
financial planning income increased by 10%
compared with FY25, now representing c.25%
of total Group revenue. The yield increased to
52.8 bps (2025: 45.4 bps), driven principally by
the acquired client mix and the adoption of a
consistent rate card across Brooks Financial
post integration.
Looking ahead, the same revenue trends
that we have seen in FY26 are expected to
continue into FY27.
Brooks Macdonald Group plc Annual Report and Accounts 2026 29
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Underlying cost analysis (£m)
Efficiency actions and financial planning synergies create capacity for investment
FY26Capability/
capacity
investment
Efficiency
actions and cost
reductions
Inflation, variable pay
and regulatory
FY25 incl.
acquisitions
AcquisitionsFY25
Cost of acquired businesses
(3)%
79.0
85.2
6.2
1.6
(8.3)
4.0
93.0 90.3
7.8
Includes:
• Synergies
£1.3m
• Restructuring
£3.3m
• Non-staff
cost savings
£1.0m
Includes:
• Front office /
senior hires
£3.0m
• Client
engagement,
brand and
marketing
£0.9m
Underlying costs
Underlying costs (before net finance income)
decreased by 3% compared with FY25
on a like-for-like basis i.e. annualising the
prior year costs acquired with the financial
planning businesses. This reflects cost
savings related to efficiency actions totalling
£8.3 million, which included Brooks Financial
integration synergies of £1.3 million ahead
of the £1.0 million target, non-staff costs
savings of £1.0 million and restructuring cost
savings of £3.3 million. These costs savings
created capacity for £4.0 million of targeted
investment in capability and capacity to
support future growth and have been partially
offset by the impact of salary inflation, variable
pay increases and regulatory fee changes of
£1.6 million. Overall underlying costs increased
by 6% versus the prior year to £90.3 million
(2025: £85.2 million).
The Group remains focused on maintaining
underlying BAU cost growth below 5% per
annum over the medium term and expects a
moderate increase in costs in FY27. The Group
will continue to invest selectively where there
are opportunities to deliver on its strategy
to Reignite Growth, to strengthen future
performance, client service and operational
resilience.
Staff costs
Total underlying staff costs were £57.8 million
(2025: £52.0 million).
Fixed staff costs increased to £44.8 million
(2025: £41.7 million), primarily due to the
full-year incremental impact of the acquired
businesses being incorporated, as well as
salary inflation, employer national insurance
changes and targeted senior hires to support
the Group’s strategic priorities, which were
partly mitigated by organisational restructuring
and other efficiency actions.
Variable staff costs increased to £13.0 million
(2025: £10.3 million), reflecting the Group’s
performance, delivery against strategic priorities
and the full-year impact of acquired businesses.
Non-staff costs
Non-staff costs decreased to £32.5 million
(2025: £33.2 million), reflecting action taken
during the year to deliver savings and simplify
the Group’s supplier base as part of the
wider integration programme. These benefits,
together with lower legal, professional,
regulatory and compliance costs, more
than offset targeted spend on technology,
marketing, depreciation and amortisation
and client engagement. The additional client
engagement activity is intended to deepen
relationships, support adviser and investment
manager activity and help drive future growth.
Profit before tax
Underlying profit before tax ("PBT") was
£29.0 million (2025: £28.9 million), broadly in
line with the prior year. The underlying profit
margin was 24.6% (2025: 25.9%). Revenue
growth from financial planning and higher
average FUM was offset by lower transactional
and interest income and the incorporation of
the costs of the acquired businesses for the
full year.
On a statutory basis, profit before tax was
£3.2 million (2025: £17.5 million). The reduction
reflected a higher level of adjusting items,
principally transformation and restructuring
activity, acquisition-related costs and
amortisation of acquired client relationships.
These items include expenditure incurred
to reshape the business, embed recent
acquisitions and improve future efficiency.
Reconciliation between underlying and statutory PBT
£ million (unless stated otherwise) 2026 2025
1
Underlying profit before tax 29.0 28.9
Acquisition and integration related costs (5.3) (4.4)
Amortisation of acquired client relationships (4.4) (4.0)
Strategic transformation (12.1) (2.7)
Organisational restructure (6.8) (2.1)
Other non-operating items 2.8 1.8
Total underlying adjustments (25.8) (11.4)
Statutory profit before tax 3.2 17.5
1
Certain line items have been reclassified to align with the current period’s presentation
Underlying PBT is considered by the Board to
be an appropriate reflection of the Group’s
performance when compared to the statutory
results, as it excludes income and expense
categories that are deemed to be non-
recurring in nature or non-operating items.
The Non-IFRS financial information section on
page 156 includes a glossary of the Group’s
APMs and the criteria for how each measure is
considered.
A reconciliation between underlying and
statutory PBT for the year ended 30 June 2026,
with comparative financial information, is
presented in the table above.
Financial review continued
Brooks Macdonald Group plc Annual Report and Accounts 202630
Acquisition and integration related
costs (£5.3 million charge)
These represent costs incurred in relation to
the Group’s recent and potential acquisitions
and include legal fees as well as fair value
adjustments and finance costs in relation to
deferred contingent consideration. The charge
also includes integration costs associated with
the financial planning acquisitions completed
in the prior year. These costs are excluded
from underlying results because they arise as
part of acquisition and integration activity and
are not considered reflective of underlying
trading performance.
Amortisation of acquired client
relationships (£4.4 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 lives, which have been
assessed to range between 6 and 20 years.
The amortisation charge of £4.4 million
(2025: £4.0 million) has been excluded
from underlying profit as it is a significant
non-operating item. Refer to note 15 of the
consolidated financial statements for more
detail.
Strategic transformation
(£12.1 million charge)
These costs relate to major change initiatives
designed to reshape the Group, enhance
client and adviser experiences and improve
future operational efficiency. During the year,
this included product and proposition reviews
and investment in digital and AI capabilities,
automation, management information and
reporting and processes. These initiatives are
intended to improve productivity, strengthen
the control environment and create a
more scalable platform to support future
growth. The costs have been excluded from
underlying earnings because they relate to
material change activity rather than ongoing
trading performance. The prior year charge
includes costs associated with the move
to the Main Market of the London Stock
Exchange.
Organisational restructure
(£6.8 million charge)
As part of the Group’s strategy to improve
operational efficiency and deliver the
best possible service to clients, further
opportunities were identified to streamline
core processes and remove duplication.
The resulting redundancy costs have been
excluded from underlying earnings as they
relate to organisational restructuring and
are not considered reflective of ongoing
performance.
Other non-operating items
(£2.8 million income)
Other non-operating items comprise
£4.7 million of insurance proceeds received
in relation to historic legacy litigation matters,
which are now closed. This was partially offset
by £1.8 million of head office relocation costs.
The prior period credit included a refund
from HMRC. These items are not considered
reflective of underlying trading performance
and have therefore been excluded from
underlying profit.
Taxation
The underlying tax charge was £7.0 million
(2025: £7.7 million), representing an underlying
effective tax rate of 24.1% (2025: 26.5%).
The reduction in the underlying effective
tax rate primarily reflects a lower level of
non-deductible expenses compared with the
prior year and the impact of prior-year tax
adjustments.
The statutory tax charge was £0.8 million
(2025: £5.9 million), resulting in statutory profit
after tax of £2.4 million (2025: £11.6 million).
The statutory effective tax rate reduced
to 24.1% (2025: 33.6%), broadly in line with
the UK corporation tax rate, with the prior
year rate being higher due to a greater level
of disallowable expenses relating to the
acquisition activity during the year and an
under provision in respect of prior years.
Brooks Macdonald Group plc Annual Report and Accounts 2026 31
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Earnings per share
pence 2026 2025
EPS from continuing operations
Basic 15.5 72.0
Diluted 15.1 71.4
Underlying EPS from continuing operations
Basic 140.8 131.5
Diluted 137.9 130.4
Underlying diluted EPS was 137.9p (2025: 130.4p), and statutory diluted EPS was 15.1p (2025: 71.4p),
reflecting the combined effects of the movements in earnings and a diluted weighted average
number of shares in issue of 16.0 million (2025: 16.3 million). Details on the basic and diluted EPS
are provided in note 13 of the consolidated financial statements.
Financial position, capital, cash and dividend
£ million (unless stated otherwise) 2026 2025
Net assets 143.4 154.4
Excess capital after internal capital buffer
1
5.9 15.6
Cash resources and liquid assets 25.0 53.8
Final dividend 52.0p 51.0p
Total dividend 83.0p 81.0p
1
Excess capital after internal capital buffer is stated before payment of the final dividend.
Cash resources and liquid assets
1
(£m)
Transformed the business to deliver growth and efficiency
FY26
1
Other
2
M&ACapexRestructuringStrategic
information
Share
buyback
Dividends
paid
Change to
monthly fees
Underlying
op. cash
flow
FY25
1
25.0
53.8
25.0
26.7
9.3
(12.7)
(3.0)
(9.1)
(5.1)
(12.6)
(19.4)
(2.9)
• AI and
digital
• Products
and
proposition
strategy
• Deferred
consideration
• Completed
integration
• Completed
technology
enhancements
• Office move
1
Group liquid assets are inclusive of UK government gilts and money market funds.
2
Other includes insurance recoveries from litigation relating to legacy matters of £4.7 million, offset by purchase of
shares by the Employee Benefit Trust (“EBT”) of £1.2 million, and timing differences of cash payments and other items.
Net assets and capital
Net assets were £143.4 million at 30 June 2026 (30 June 2025: £154.4 million). During the year,
the Group capitalised £12.5 million of expenditure, primarily relating to the office relocation and
investment in core systems, process automation and enhanced management information and
reporting capabilities. Regulatory capital resources were £33.5 million at 30 June 2026, with a
regulatory requirement including internal buffer of £27.6 million.
At 30 June 2026, excess capital after the internal capital buffer was £5.9 million (30 June 2025:
£15.6 million), stated before payment of the final dividend. The movement reflects planned
deployment during the year, including transformation and restructuring expenditure, capital
investment, M&A-related items and dividends, partly offset by profits generated from the
underlying business, consistent with the Group’s approach of maintaining financial resilience
whilst allocating capital to shareholder returns and selective investment in growth.
Capital position (£m)
Investment to drive growth and efficiency
FY26Other
1
M&ARestructuringStrategic
transformation
/ capex
Share
buyback
Dividends
paid
Underlying
profit
FY25
1
Regulatory requirement and internal buffer Excess capital
29.6
15.6
45.2
27.6
5.9
33.5
22.0
(12.7)
(3.0)
(17.1)
(5.1)
(4.0)
8.2
1
Other includes insurance recoveries from litigation relating to legacy matters of £4.7 million, amortisation of
software of £3.9 million and increase in share-based payment reserve of £3.6 million, partly offset by purchase of
shares by the EBT of £1.2 million, and head office dual running costs of £1.3 million, and other items.
Financial review continued
Brooks Macdonald Group plc Annual Report and Accounts 202632
Liquidity
Total cash resources and liquid assets at
30 June 2026 were £25.0 million (30 June 2025:
£53.8 million). The reduction primarily
reflects planned spend on initiatives to
strengthen the business over the long term,
including transformation and restructuring
activity, capital expenditure and integration
costs relating to recent acquisitions. The
movement also includes deferred contingent
consideration payments, completion of the
share buyback programme and dividends,
partly offset by operating cash generation. The
Group continues to generate strong underlying
operating cash flows and manages liquidity
carefully whilst investing to drive growth.
During the year, the Group used its revolving
credit facility as part of normal liquidity
management to manage short-term timing
differences, principally between deferred
contingent consideration payments falling
due and deferred contingent consideration
receipts expected in future periods. The
facility was used temporarily to fund non-
recurring items, rather than day-to-day
operations and the Group had no debt on the
balance sheet at the year end.
Looking ahead, the Group intends to continue
to invest selectively in initiatives which
continue to develop the propositions and
digital capabilities. Organic investment is
expected to decline materially from FY26
levels to high single digit millions in FY27.
We also expect to receive net deferred
consideration in respect of the previous
transactions.
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
including 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 declared and paid an interim
dividend of 31.0 pence per share (2025: 30.0
pence). Subject to final Board approval,
the proposed final dividend is 52.0 pence
per share (2025: 51.0 pence), bringing the
proposed total dividend for the full year
to 83.0 pence per share (2025: 81.0 pence).
Subject to shareholder approval, the final
dividend will be paid on 6 November 2026
to shareholders recorded on the register on
18 September 2026.
Share buyback
The £10.0 million share buyback programme
initiated in January 2025 concluded in
October 2025. During the year, the Group
repurchased 179,330 shares for total
consideration of £3.0 million, bringing total
shares acquired under the programme to
643,330 for total consideration of £10.0 million.
All acquired shares have been cancelled.
In summary
The progress made during the year provides
a stronger platform from which to build.
Brooks Financial is now fully integrated, our
propositions have been strengthened and we
have continued to enhance the capabilities
needed to serve clients and advisers
effectively. Our priorities for the year ahead
remain clear, to deliver excellent client service,
to broaden and deepen our engagement with
clients, to improve efficiency and deliver
sustainable long-term value for clients,
colleagues and shareholders.
Katherine Jones
CFO
2 September 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 33
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Our People and
Communities
Corporate and
operational
Responsible
investment
Social, environmental and ethical
considerations are central to the
way that 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 employer and
contribute to the communities in which
our clients and employees live and work.
Our people are the
driving force behind
our success. We are
committed to creating
an environment in
which they feel valued
and inspired, whilst
supporting communities
where we and our clients
live and work.
↗
Read more on
pages 35 to 37
We integrate
considerations of
environmental, social
and governance
(“ESG”) factors into our
investment processes
and active ownership
practices.
↗
Read more on
page 40
We are committed
to understanding
and mitigating the
environmental impact
of our operations. We
behave responsibly and
with integrity and treat
our suppliers fairly.
↗
Read more on
pages 38 to 39
Responsible business
Our approach to responsible business
Brooks Macdonald Group plc Annual Report and Accounts 202634
1
2
3
We continue to attract, develop and retain top talent to ensure we deliver on our strategic
priorities. Last year, we welcomed 171 colleagues through the acquisition of three financial planning
businesses as we continue to execute our ‘Reignite Growth’ strategy.
We have invested time in creating a positive
and inclusive integration experience, helping
colleagues feel welcomed, supported and
connected whilst building a shared culture
across the Group. We have redesigned
organisational structures to enable future
growth, strengthen collaboration and create
development opportunities.
By fostering an environment where people can
bring their full selves to work, we continue to
support our colleagues, build organisational
capability and reinforce our position as an
employer of choice.
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 05 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
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 and
support our future growth ambitions.
Driving a high-performance
culture
We foster a culture in which
excellence is expected, celebrated
and continuously pursued, fuelling
both individual and business growth.
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. As a result, we have appointed a
new Senior Leadership Team (“SLT”), which
brings together 17 senior leaders representing
regions, functions and teams from across the
business. The SLT plays an important role in
shaping our direction, enhancing collaboration
across regions and functions, and bringing
fresh ideas and perspective to the ExCo.
To support this, we introduced an assessment
tool for our leadership team that identifies
the natural strengths of our leaders. These
assessments provide valuable insights to
strengthen self-awareness, enrich development
conversations and enhance team performance.
Over the coming year, we will roll out the tool
more widely across the business.
Building high-performing teams
Building organisational capability remains a key
priority. During the year, the HR team worked in
partnership with business leaders to develop
high-performing teams, enhance leadership
effectiveness and create clear career
pathways for colleagues. We also continued
to embed a more structured approach to
talent management, with the aim to strengthen
succession plans for senior and critical roles
and creating a robust pipeline of future talent to
support the delivery of our long-term strategy.
Our People and Communities
Brooks Macdonald Group plc Annual Report and Accounts 2026 35
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
To support this, we introduced an assessment
tool for our leadership team that identifies
the natural strengths of our leaders. These
assessments provide valuable insights to
strengthen self-awareness, enrich development
conversations and enhance team performance.
Over the coming year, we will roll out the tool
more widely across the business.
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.
• 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 and professional skills training,
and a career portal that provides guidance,
tools and resources to support career growth.
We recognise that our people are fundamental
to our success. Continued investment in their
development, wellbeing and performance
strengthens organisational capability, supports
sustainable growth and ensures we are well
positioned to deliver our long-term strategic
ambitions.
The Brooks Financial Academy
The acquisition of LIFT enabled 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.
Building on the success of the Financial
Planning Academy, which currently supports
18 aspiring Financial Planners, the Academy
has been expanded to support all entry-level
roles across Brooks Macdonald, combining
tailored recruitment, structured development,
professional qualifications, study support and
regular development reviews.
By investing in early-career talent, we are
strengthening our future talent pipeline,
supporting succession planning and building
the capabilities required for long-term growth.
Diversity, equity and inclusion
We are committed to building a culture
where everyone feels valued, respected and
empowered to thrive. We embed inclusive
practices across all areas of our an employees
career at Brooks Macdonald, including
recruitment, benefits and development
programmes.
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.
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: 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 are also a signatory of the Women in
Finance Charter and partner with Moving
Ahead to support mentoring for women at
Brooks Macdonald and the broader 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 on our website.
Responsible business continued
Our People and Communities
Brooks Macdonald Group plc Annual Report and Accounts 202636
Gender diversity
We remain committed to advancing the
representation of women in financial services.
In 2025, we reaffirmed our alignment with the
Women in Finance Charter and increased
our target to 38% female representation in
leadership by 2026. Whilst 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 2026, five Board Directors were
male and three were females. Across the
workforce as a whole, 288 employees were
male and 233 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, educational sessions, meaningful
benefits, sports and social events, charity
initiatives and all-employee offsite events.
To ensure our people have an anonymous
and measurable method to provide feedback,
we partner with an external provider to run
an annual employee engagement survey.
This 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. Employees are asked a
selection of questions with a rating scale, in
addition to free-text questions.
Through our 2025 employee survey, we gained
valuable insights that have informed meaningful
improvements across the organisation. These
improvements include further enhancing
internal communication channels to ensure
greater transparency and connectivity,
the introduction of a Senior Leadership
Team (“SLT”) and enhanced connections in
communities across the business through
colleague events and ticket raffles for events
with our corporate partners; BAFTA, Henley
Regatta and Wimbledon, whilst raising money
for our charity partner, Hospice UK.
In 2026, we maintained positive engagement,
levels with 70% 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 improvement in questions
relating to our business strategy, performance
management and leadership.
Code of business conduct
Our employee handbook sets out the
standards and responsibilities expected of
all employees, including acting with integrity
and respect, managing conflicts of interest,
supporting corporate social responsibility,
treating customers fairly, maintaining good
market conduct, safeguarding information
and communications, using Group assets
responsibly, 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, helping to ensure they
understand their responsibilities and the
behaviours expected of them.
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 PIMFA – 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.
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 Brooks Macdonald. 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.
This year we are supporting Hospice UK as
our chosen charity. Hospice UK is the national
charity championing hospice care across
the UK, supporting patients, families, and
professionals while advocating for access
to high-quality end-of-life care. Hospice UK
works to ensure that hospice care is available
to everyone who needs it, regardless of
background, and promotes the best, most
personalised care for people with terminal or
life-limiting conditions. The organisation also
advocates for hospices, helping them thrive
and maintain high standards of care, and runs
campaigns like Dying Matters to encourage
open conversations about death, dying,
and grief.
Brooks Macdonald Group plc Annual Report and Accounts 2026 37
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Our workplaces are designed around our people. We strive to create environments that are flexible, inclusive and supportive of
different working styles, enabling colleagues to collaborate effectively whilst maintaining individual wellbeing and productivity.
We are committed to applying circular
economy principles across our workplace
portfolio. We prioritise the reuse of furniture
wherever possible and work with specialist
partners to donate, refurbish and resell
furniture that is no longer required, helping
to support charitable organisations and
reduce waste. We also actively purchase
second-hand and refurbished furniture where
appropriate, extending product lifecycles and
minimising environmental impact.
The wellbeing of everyone who enters
our offices remains a key consideration in
our workplace design. Our offices include
contemplation rooms, biophilic design
elements, collaborative working areas and
dedicated spaces for relaxation, helping to
foster an environment that supports both
wellbeing and performance.
Our commitment to sustainability extends
throughout our procurement activities. We
partner with suppliers who share our values
and demonstrate strong ethical business
practices, including the payment of a living
wage and adherence to fair labour standards.
We also seek to prioritise products and
services with lower environmental impacts,
including carbon-neutral and responsibly
sourced solutions where available. Through
these practices, we aim to ensure our
supply chain contributes positively to both
environmental sustainability and social
responsibility.
Sustainable Workplace
Operations
We continue to implement initiatives that
improve the environmental performance
of our workplace operations. By focusing
on resource efficiency, waste reduction
and responsible procurement, we seek to
minimise our environmental footprint whilst
maintaining high-quality workplaces for our
colleagues.
Our Office Footprint
During the year, we continued to refine our
office portfolio to support both our business
requirements and sustainability objectives.
As part of this strategy, we relocated
our London Head Office to a BREEAM-
certified building. BREEAM (Building
Research Establishment Environmental
Assessment Method) is one of the world’s
leading sustainability assessment standards
for buildings, recognising high levels of
environmental performance across areas
including energy, water, materials, health and
wellbeing.
This move represents an important step in
our sustainability journey and supports our
ambition to reduce the environmental impact
of our operations through:
• Improved energy and water efficiency,
helping to support the reduction of
operational emissions.
• Enhanced colleague wellbeing through
improved indoor air quality, increased
natural light and sustainable building
design.
• Stronger ESG alignment, reinforcing our
commitment to responsible business
practices for clients, suppliers, employees
and other stakeholders.
• Improved sustainability data and reporting,
providing greater transparency on
resource consumption and enabling more
informed decision-making.
The relocation is more than a change of
address; it is a tangible investment in creating
a sustainable, healthy and future-ready
workplace.
The move also provided an opportunity
to apply circular economy principles on
a larger scale. A significant proportion of
furniture from our previous London office was
reused within the Group, including furniture
transferred to support the refurbishment of
our Altrincham office. Furniture that could
not be reused internally was either resold,
donated or recycled through specialist
partners, ensuring that materials remained in
productive use wherever possible. In total,
approximately 5.8 tonnes of furniture and
equipment were reused or retained for future
use, with a further 8.6 tonnes diverted through
recycling and responsible waste management
processes.
We also opened a new serviced office in
Glasgow, strengthening our presence in
Scotland and providing additional flexibility for
colleagues and clients. At the same time, we
closed our serviced office in Exeter as part of
our ongoing review of workspace utilisation
and operational efficiency.
Serviced offices remain an important
component of our property strategy, providing
flexibility whilst benefiting from shared
infrastructure and sustainability-focused
building operations. These environments
often support more efficient use of energy,
water and resources through shared facilities
and services, helping to reduce the overall
environmental impact of our office footprint.
Our property strategy is reviewed annually
and continuously updated to safeguard the
health, safety and wellbeing of colleagues
whilst considering longer-term environmental
performance and sustainability credentials.
We remain focused on providing workspaces
that support engagement, collaboration, trust
and productivity whilst enabling a flexible and
hybrid approach to work.
Responsible business continued
Corporate and operational
Brooks Macdonald Group plc Annual Report and Accounts 202638
Energy Consumption and
Carbon Footprint
In line with the Streamlined Energy and
Carbon Reporting ("SECR") requirements, we
continue to monitor and disclose our energy
consumption and greenhouse gas emissions
arising from our UK operations.
Compared with the previous financial year, our
overall energy consumption decreased by 7%,
equivalent to 54.4 MWh. Our energy intensity
ratio also decreased by 25%, reflecting the
continued optimisation of our office portfolio
and workplace strategy. A key contributor
to this reduction was the relocation of our
London Head Office, where we reduced our
occupied space from approximately 27,000
sq ft to 22,500 sq ft whilst moving into a
BREEAM-certified building designed to deliver
enhanced environmental performance.
Currently, 10 of our 16 UK office locations
are supplied by fully renewable electricity
contracts. Where actual consumption data
was not available, reasonable estimations
have been applied as detailed within the
utilities section of this report. To provide a
more representative view of our market-based
emissions, electricity emissions have been
calculated using the residual mix emissions
factor methodology.
Scope 3 emissions increased during the
reporting period, primarily due to a greater
proportion of petrol-engine vehicles claiming
mileage expenses and increased associated
fuel consumption. The combustion of petrol
results in higher indirect greenhouse gas
emissions across the value chain, contributing
to the overall increase in reported Scope
3 emissions compared with the previous
reporting period.
We will continue to identify opportunities
to improve energy efficiency, increase
renewable energy procurement and reduce
the environmental impact of our operations
as part of our pathway towards achieving our
long-term sustainability objectives.
Energy consumption
(MWh)
GHG emissions
(tCO
2
e)
Source of energy and emissions 2026 2025 2026 2025
Combustion of natural gas 22.7 23.4 4.2 4.3
Combustion of biogas 8.4 20.6 0.0 0.0
Total Scope 1 31.1 44.0 4.2 4.3
Generation of purchased
electricity 390.6 482.1 32.3 7.4
Of which from renewable sources 275.7 446.6 – –
Total Scope 2 (market based) 390.6 482.1 32.3 7.4
Combustion of fuel in staff
vehicles 286.2 236.3 67.9 57.0
Hotel stays – – 7.0 7.1
Business travel by third-party
services (rail) – – 4.5 3.5
Business travel by third-party
services (air) – – 16.3 19.9
Total Scope 3 286.2 236.3 95.7 87.5
Grand total (market based) 707.9 762.3 132.1 99.2
Intensity per 1000 m
2
gross
floor area 101.4 135.4 18.9 17.6
Due to time constraints and the availability
of the data all our electricity & gas supplies
contain estimations. Landlord supplies were
estimated for the entirety of the period
using the CIBSE TM46 Benchmarks however
our owned sites mainly included estimates
covering May-June 2026. These estimations
equate to 124,547 kWh of the Company's
electricity consumption (32%) and 4,597
kWh of the gas consumption (9%). Location-
based kgCO
2
e/kWh conversion factors for
the average UK grid supply have been used
to calculate greenhouse gas emissions from
electricity and natural gas consumption.
Emissions for renewable supplies have been
deducted to give the net market-based
emissions.
To calculate GHG emissions, we applied
location-based conversion factors (kgCO
₂
e/
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 taken from
the 2025 “UK Government Greenhouse Gas
Conversion Factors for Company Reporting”
published by the Department for Energy
Security & Net Zero ("DESNZ") and the
Department for Environment, Food & Rural
Affairs ("DEFRA"). All greenhouse gas emissions
have been expressed in terms of their carbon
dioxide equivalence.
Brooks Macdonald Group plc Annual Report and Accounts 2026 39
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
We are a signatory of, and are committed to, implementing the six principles of the United Nations ("UN") Principles for Responsible
Investing (“PRI”) in our investment management activities.
To us, acting as a responsible investor means
integrating the consideration of Environmental,
Social and Governance ("ESG") factors into our
investment processes and active ownership
practices.
Asset selection and monitoring
Public policy, regulatory developments and
societal expectations continue to strengthen
the case for a responsible investment
approach that takes account of ESG risks and
opportunities. We believe that incorporating
these considerations into asset selection
and monitoring, can give us a more holistic
understanding of investment risk and support
better-informed decision-making for clients.
Our approach therefore seeks to assess both
exposure to, and management of, ESG factors,
complementing our wider investment analysis
and helping us build a fuller picture of long-
term risk and opportunity over time.
Alongside idiosyncratic, financially material
ESG risks, we recognise the growing
importance of investors identifying and
managing systemic risks such as climate
change and the nature crisis. These risks
can materially affect investment values. We
believe that applying a systemic lens alongside
traditional financial materiality will become
increasingly important in protecting and
enhancing long-term investment outcomes
in a rapidly changing world and are mindful
of this as we evolve our asset selection and
monitoring processes.
We continue to refine our approach through
iterative enhancements to our processes,
tailoring them to the characteristics of each
asset class and taking account of evolving
best practice, industry standards and the
availability of better-quality data.
For further detail, please refer to our
Responsible Investment Policy and Task Force
for Climate-related Disclosures ("TCFD")
report, available on our website.
Stewardship
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 Institutional Shareholder
Services ("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. Please see the Voting Policy
Statement on our website for further
information on the ESG principles and
guidelines that shape our voting approach.
We publish quarterly voting summaries on our
website, as well as details of significant votes
on an annual basis. With regards to engaging
with direct equity holdings, we prioritise 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 evaluate their
stewardship approach. At the time of writing,
we have not divested from a third-party fund
due to their voting and engagement practices.
We continue to develop our own stewardship
approach with third-party asset managers,
engaging with fund managers on responsible
investment issues.
We also seek to collaborate with our peers on
responsible investment issues. Our Responsible
Investment (“RI”) Team, comprising an RI
Lead and RI Analyst, participate in a range of
responsible investment groups and networks
and regularly attend industry events, including
those hosted by the UN PRI and third-party
fund managers, where investors come together
to discuss responsible investment topics,
covering common challenges, opportunities,
case studies and practical insights. These
forums help deepen our understanding of, and
help us play a role in shaping, best practice
across the industry.
Responsible
Investment Service
In the reporting period, we marked the seven-
year anniversary of the firm’s Responsible
Investment Service ("RIS"), designed to support
clients with values-based preferences. This
proposition includes an exclusionary strategy
(‘Avoid’) and a sustainability-aligned strategy
(‘Advance’).
We published two reports for investors in the
RIS Advance service during the reporting year
covering a range of sustainability topics. These
reports continued to include case studies
on specific portfolio company exposures
and a breakdown of portfolio alignment to
sustainability themes.
Resource, training
and development
We are committed to continuing to enhance
our approach to responsible investment
across both our core and RIS propositions,
recognising that our approach will evolve over
time alongside industry practice, regulatory
expectations, data quality and client needs.
To support upskilling, investment professionals
are supported, where relevant, in pursuing
ESG-related qualifications, such as the
Chartered Financial Analyst ("CFA") Sustainable
Investing Certificate.
The RI team 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. As previously outlined, the RI team
regularly attend responsible investment
conferences, training sessions and market
updates, to deepen their understanding of
ESG risks and opportunities and of evolving
industry practice. They are also supported by
a RI Working Group, who meet to discuss the
evolution of the RI approach.
Responsible business continued
Responsible Investment
Brooks Macdonald Group plc Annual Report and Accounts 202640
In this section, we provide a summary of the key disclosures from the full TCFD report.
Summary of disclosure
Governance
The Board’s role in oversight
Page 05 in full TCFD report
The Board has ultimate responsibility and accountability for the oversight and management
of Brooks Macdonald Group. It maintains full control over strategic, financial, operational and
compliance matters through its corporate governance framework. This corporate governance
framework provides regular reporting and other updates to the Board, through which it is able
to oversee progress against the Group’s targets.
Management’s role in assessing risks
and opportunities
Pages 05 to 08 in full TCFD report
The Board has delegated overall responsibility for the delivery of the Group’s strategy to
the Group Chief Executive Officer (“CEO”). The CEO and Executive Committee (“ExCo”) are
responsible for the day-to-day management of the Group and 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.
Strategy
Climate-related risks and opportunities
Pages 09 to 13 in full TCFD report
We outline the Group’s latest assessment of its most material climate risks and opportunities,
across our operations and investments, and for the purpose of TCFD reporting. We have
included estimated impacts and time horizons over which these risks could take effect.
We consider potential impacts on our investments (considering the impact on portfolio
companies), 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.
The risks and opportunities have been put together through collaboration between the CIO
team, Operational Resilience, Risk and Compliance and Workplace Facilities.
In accordance with the recommendations of
the Task Force on Climate-related Financial
Disclosures (“TCFD”) and the FCA listing rule
UKLR 6.6.6R(8), we are committed to providing
transparent and comprehensive disclosures on
how climate-related risks and opportunities
impact our business.
We are pleased to present our fourth report
on climate-related disclosures which can be
viewed in full on our website.
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
material 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 disclosure against TCFD recommendations
Brooks Macdonald Group plc Annual Report and Accounts 2026 41
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Summary of disclosure
Strategy continued
Impact on our businesses, strategy and
financial planning
Page 14 in full TCFD report
We remain dedicated to enhancing our 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 continue to improve our environmental performance by minimising emissions and promoting sustainable practices. During the
reporting period we completed four of the five actions included in our first mandatory ESOS Action Plan. Including relocating our London Head
Office to a BREEAM-certified building and applying circular economy principles by reusing, reselling, donating or recycling furniture from the
previous office where possible.
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.
Resilience based on scenarios, including
a 2
o
C or lower scenario
Pages 15 to 19 in full TCFD report
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 amount rather than a value-at-risk metric.
Whilst scenario analysis does not directly constrain our investment universe or influence top-down asset allocation, it reinforces the importance
of considering climate-related risks and opportunities within asset selection and monitoring, and of continuing to develop the quantitative and
qualitative inputs that support this process.
Given that a significant proportion of our FUM is invested with third-party managers, we are committed to developing our understanding of how
these managers incorporate transition and physical climate risks into their investment processes and stewardship activities.
Risk management
Processes for identifying and assessing
climate-related risks
Pages 20 to 24 in full TCFD report
Climate risk is embedded in the Group’s risk management framework, incorporated under the ESG risk appetite category, which includes
Environmental (physical and transition) risks.
The changing severity of climate-related events in the UK could have a material impact on our ability to deliver our services. The Group’s
Operational Resilience Program has tested the operational impact of severe, but plausible, scenarios on our business and our ability to continue
to deliver our services. Severe but plausible scenarios include events caused by periods of prolonged heat or persistent wet weather. When
defining plausible scenarios, we consider the impact to one or more of our locations, transport, people, third-party service providers, utilities
or systems. The assessment has suggested the Group’s operations are not materially exposed to acute physical risks, however severe climate
related events could have an impact on our ability to deliver our services.
Climate-related considerations are also incorporated into our investment research, stewardship and collaboration activities. We recognise that
the supporting processes, data and tools remain subject to ongoing refinement as climate-related data, regulatory expectations, stewardship
mechanisms and market practice continue to evolve.
Summary disclosure against TCFD recommendations continued
Brooks Macdonald Group plc Annual Report and Accounts 202642
Summary of disclosure
Risk management continued
Processes for managing climate-related risks
Pages 20 to 24 in full TCFD report
We have enhanced our processes for managing physical climate-related risks through a new third-party risk management platform and we
leverage joint third-party Operational Resilience testing for key outsourcers.
The firm’s Business Continuity arrangements, including remote working capabilities, support resilience where disruption affects premises or
critical operational infrastructure.
The Group also manages the transition risks of climate change for its operations through its net zero by 2030 strategy, the Compliance
department’s horizon scanning and anti-greenwashing-related activities conducted by the Compliance Advisory function.
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
Page 20 in full TCFD report
Operational climate-related risks are raised through the COO Risk & Management Committee, with material matters escalated to the Executive
Risk Management Committee through the risk management process.
Internally, we provide quarterly reporting of climate-related metrics for our funds, models and portfolios to the RI team, Investment Committee
and Risk and Compliance Committee for oversight. Funds, models and portfolios are considered relative to selected peer groups. Climate-
related metrics can be difficult to interpret in isolation and should be interpreted with caution. Over time, we expect there to be value in tracking
how these metrics evolve, whilst recognising that our approach to using and interpreting them will continue to mature.
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
Pages 25 to 29 in full TCFD report
The Group uses various metrics to measure and manage the climate-related impacts and risks of its investments, including weighted average
carbon intensity, financed emissions, carbon footprint, portfolio implied temperature rise and portfolio GHG emissions management score.
Disclosure of Scopes 1, 2 and, if appropriate,
3 GHG emissions and the related risks
Page 25 in full TCFD report
We have also disclosed our operational Scope 1, 2 and relevant 3 emissions in the full report and we track these as part of our net-zero by
2030 strategy.
Targets used to manage climate-related
risks and opportunities and performance
against targets
Page 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 follow our mandatory ESOS action plan,
which outlines our commitment to improving our energy saving measures. At the time of writing, four of the five actions outlined in this plan have
been completed.
Brooks Macdonald Group plc Annual Report and Accounts 2026 43
Company
Financial Statements
Financial
Statements
Governance
Report
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 of Climate-related risks and opportunities. We outline the estimated time horizons over which they could take effect.
Table of risks
Risk category Risk description Potential risk impacts Estimated time horizon
Policy and legal Risks arising from the increase and evolution in climate-related
disclosure and regulatory requirements. These risks apply to Brooks
Macdonald as well as the portfolio companies in which the Group
invests.
Increased compliance and reporting costs; exposure
to climate-related fines or litigation through non-
compliance; loss of market trust; reputational harm;
reduced demand for the Group's products and
services, leading to possible loss in revenue.
Short
Medium
Long
Market For the Group, failure to meet evolving client expectations regarding
responsible investment and climate-related practices and shifting
investor trends regards climate-focused propositions that we do not
provide.
For portfolio companies, failure to respond to:
• changing client demand towards lower emission products and
services
• higher raw materials pricing
Reduced demand for the Group's products and
services. This in turn could negatively impact on
the Group’s funds under management (“FUM”) and
revenue.
Loss of portfolio company revenue, market share and
valuations, affecting our portfolio returns and client
outcomes.
Short
Medium
Long
Technology For the Group and portfolio companies:
• Risks associated with the need to develop, implement and maintain
appropriate technology, systems and data capabilities to manage
climate-related risks and opportunities.
• Risks arising from a failure to adapt to technological innovation or
capitalise on the transition towards lower-emission technologies
and business models.
Resource and expertise constraints and increased
operating costs.
Reliance on third party data may increase our risk of
exposure to inaccurate climate-related data, leading to
negative stakeholder perception.
Loss of portfolio company revenue, market share
and valuations, affecting portfolio returns and client
outcomes, leading to loss in revenue and FUM.
Inability to meet our operational net zero by 2030
target.
Short
Medium
Long
Reputation Heightened scrutiny of climate-related claims and risk of perceived
greenwashing. This is a risk both to Brooks Macdonald and the
portfolio companies in which the Group invests.
Reduced demand for the Group's products and
services.
Loss of portfolio company revenue, market share and
valuations, affecting our portfolio returns and client
outcomes. This in turn could negatively impact on the
Group’s FUM and revenue.
Short
Medium
Long
Summary disclosure against TCFD recommendations continued
Brooks Macdonald Group plc Annual Report and Accounts 202644
Risk category Risk description Potential risk impacts Estimated time horizon
Acute and chronic Portfolio companies may face increased capital costs due to damage
to infrastructure, increased insurance premiums, supply chain
disruptions, higher costs and impacted access to resources such as
clean water.
Long-term shifts in climatic patterns may have wide ranging impacts
on the global economy and geopolitical tensions, leading to
increased operational costs and potentially widespread disruption to
commercial activity.
Brooks Macdonald’s buildings and supply chains are impacted by
extreme weather and extreme heat caused by climate change.
This could result in water shortages, limit employee travel, office
inaccessibility and power outages that affect service delivery.
Loss of portfolio company revenue, market share
and valuations, affecting portfolio returns and client
outcomes, leading to loss in revenue and FUM.
Productivity and workforce impacts during extreme
weather events. Higher operating costs caused by
disruption. Supply chain disruption and additional
supplier risk assessments.
Medium
Long
Table of opportunities
Opportunity category Opportunity description Potential opportunity impact Estimated time horizon
Products and services Growth in demand for responsible investing and sustainability-aligned
investment offerings.
Revenue growth and increased market share.
Ability to retain and attract talent.
Short
Medium
Resource efficiency Increased use of modern, BREEAM-rated office space that
incorporates energy-efficient and sustainable design features.
Reduction in Scope 1 and 2 emissions. Progress
towards operational net zero by 2030 target.
Ability to retain and attract talent.
Short
Medium
Market Changing consumer demand, regards lower emission products
and services. Evolving client expectations regarding responsible
investment and climate-related practices and shifting investor trends
to more climate-focused propositions.
Revenue growth and increased market share. Short
Medium
Energy source Opportunity to purchase electricity from renewable sources. Reduced operating costs. Reduction in Scope 1 and 2
emissions. Progress towards operational net zero by
2030 target.
Short
Medium
Resilience Enhancing the Group’s ability to maintain operations and service
delivery in the face of climate-related disruption.
Improved ability to maintain client service and critical
business activities during disruption affecting offices,
staff travel, suppliers or technology infrastructure.
Potential reduction in operational disruption,
remediation costs
Medium
Long
Brooks Macdonald Group plc Annual Report and Accounts 2026 45
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Climate scenario analysis
Climate scenario analysis considers multiple
different global warming pathways, assessing
how projected changes in warming, policy and
technology under each scenario may affect
the financial performance of assets across
different sectors and geographies. Scenarios
are projections of what could happen in the
future, based on plausible and consistent
descriptions of possible climate futures. The
TCFD recommends investors consider a set of
scenarios, including a ‘2°C or lower scenario’, in
line with the Paris Agreement.
Transition Value-at-Risk
Morningstar Sustainalytics has developed
a model which enables us to estimate how
the value of our Group-level discretionary
portfolio could potentially be affected
by transition risks of moving to a low-
carbon economy between now and 2050;
the Low Carbon Transition Value-at-Risk
(“LCT-VaR”) model. The model assesses
transition-related policy and market risks
for individual companies and aggregates
them into an overall LCT-VaR estimate. As
at 30 June 2026, FUM under our discretion
(excluding execution-only accounts) totalled
approximately £18.8 billion. This represents
the Group’s discretionary portfolio, to which
the analysis has been applied. 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 57.4% of the Group’s
discretionary portfolio. The scenarios we have
used are described below:
Broad scenario
classification Scenario name Scenario assumptions
Orderly Inevitable Policy
Response (“IPR”)
– Required
Policy Scenario
(“RPS”)
• Immediate and smooth policy response
• Fast change in tech uptake
• Medium variation in policy uptake
• Meeting net zero in developed economies by 2040
• Incorporating land use change and nature-based
solutions
• Lower reliance on carbon capture and assumes
significant behavioural changes
• 50% chance of limiting warming to 1.5°C
International
Energy Agency
(“IEA”) – Net
Zero Emissions
(“NZE”) Scenario
• Immediate and smooth
• Fast change in tech uptake
• Medium variation in policy uptake
• Medium reliance on carbon capture
• 50% chance of limiting warming to 1.5°C
Disorderly IPR – Forecast
Policy Scenario
(“FPS”)
• Delayed policy response
• Pace of tech change dictated by region
• High variation in policy uptake
• Temporarily exceed carbon budget
• Medium reliance on the use of carbon capture
• 66% chance of limiting warming to 1.8°C
Broad scenario
classification Scenario name Scenario assumptions
Hot House International
Energy Agency
– Stated Policies
Scenario
("IEA STEPS")
• Based on current stated policies
• Slow technology change and uptake
• Low to medium variation in policy uptake
• Warming likely to reach 2.6 – 3°C
Transition risk by scenario
Value at Risk (% of covered holding value)
0
1
2
3
4
5
6
7
8
IPR RPSIEA NZEIEA STEPSIPR FPS
The analysis shows that for every £100 (GBP)
invested, the value of the portfolio could
reduce by £7.29 (7.29%) in an IEA NZE scenario
(Orderly), £4.12 (4.12%) in an IPR RPS scenario
(Orderly), £2.21 (2.21%) in an IEA STEPS
scenario, and £6.30 (6.30%) in an IPR FPS
scenario (Disorderly).
The results are broadly consistent with last
year’s analysis, with the IEA NZE scenario
(Orderly) continuing to show the highest
potential impact on portfolio value. This may
partly reflect the scenario’s more ambitious
and broad-based transition assumptions,
including the rapid application of climate
policy and technology changes across
regions and sectors. Under these conditions,
companies may have less time to adapt,
increasing the potential for higher compliance
costs, repricing of carbon-intensive assets and
asset stranding, particularly where transition
plans or business models are less developed.
The newly included IEA STEPS (‘Hot
house world’) shows the lowest modelled
transition VaR. This is consistent with the
less demanding assumptions companies
face under this scenario, including a slower
pace and lower scale of policy intervention,
technological change and emissions
reduction. This should not be interpreted as
a lower overall climate-risk outcome, as this
Overall
Policy
Market
Summary disclosure against TCFD recommendations continued
Brooks Macdonald Group plc Annual Report and Accounts 202646
scenario is associated with higher expected
warming and the LCT-VaR model does not
capture physical climate risk.
The IPR RPS scenario, whilst also aligned with
a 1.5°C pathway and classified as an orderly
transition, results in a lower portfolio VaR
than the IEA NZE scenario. This highlights that
scenarios with similar temperature outcomes
can produce different financial impacts,
depending on their underlying assumptions. In
this case, the lower VaR may reflect differences
in how the transition is modelled, including
assumptions around the timing, regional
distribution and sectoral impact of policy and
technology changes, as well as the role of land-
use change and nature-based solutions within
the IPR pathway.
When comparing the IPR RPS and FPS (orderly
and disorderly scenarios), the portfolio
shows greater modelled exposure under the
disorderly scenario. This might reflect the more
abrupt adjustment that can arise in a disorderly
transition, where delayed policy action may
lead to sharper subsequent changes, including
higher carbon prices, increased costs and
a greater risk of asset stranding. In such a
scenario, companies may have less time to
adapt to changing policy, technology and
market conditions, increasing the potential
financial impact on covered holdings.
Across the scenarios, policy risk is the most
significant driver of modelled transition risk.
Market risk is assessed across a narrower set
of sectors, specifically those where demand-
side impacts from the low-carbon transition
can be more robustly quantified. As a result,
the relatively lower market risk output should
be interpreted with caution, as it may reflect
limited sectoral coverage rather than genuinely
lower exposure.
Overall, the outputs should not be used to
draw definitive conclusions. However, they
suggest that the timing, sequencing and design
of transition policy can materially influence
modelled financial exposure. The results also
indicate that disorderly transition pathways
may create greater pressure for companies
than a more orderly pathway.
Climate metrics for the Group’s discretionary portfolio
Metric 2026
% of portfolio
eligible
% of eligible
portfolio
covered
% of total
portfolio
covered 2025
% of portfolio
eligible
% of eligible
portfolio
covered
% of total
portfolio
covered
Total carbon emissions (tonnes CO
2
e)
Scope 1 & 2 576,854.33 66.32% 88.87% 58.94% 552,556.38 65.12% 87.54% 57.00%
Scope 3 6,345,301.59 66.32% 88.41% 58.64% 6,816,569.38 65.12% 87.19% 56.78%
Carbon footprint (tonnes CO
2
e/USD M invested)
Scope 1 & 2 37.18 66.32% 88.87% 58.94% 39.86 65.12% 87.54% 57.00%
Scope 3 411.15 66.32% 88.41% 58.64% 493.62 65.12% 87.19% 56.78%
WACI (tonnes CO
2
e/USD M revenue)
Scope 1 & 2 96.88 66.32% 93.39% 61.94% 88.16 65.12% 91.58% 59.64%
Scope 3 1,136.80 66.32% 91.76% 60.86% 1,039.84 65.12% 89.84% 58.50%
ITR – (°C)
All scopes (1, 2 and 3) 2.27 66.32% 87.38% 57.95% 2.33 65.12% 85.52% 55.69%
GhG Emissions Management Score – Category
All scopes (1, 2 and 3) Strong 66.32% 87.38% 57.95% Strong 65.12% 85.52% 55.69%
Metrics are calculated by Morningstar
Sustainalytics using the discretionary
portfolio holdings as at 30 June 2026. 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 MAF,
Levitas, CAM) and (e) MPS Platform Holdings
(including BMIS, RIS and the core strategies).
All holdings held on external platforms (i.e.,
within MPS Platform) have been estimated
via apportioning the FUM in each model as
at 30/06/2026 as per the drifted weight of
each asset in each model. 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 has ultimate responsibility
and accountability for the oversight and
management of Brooks Macdonald Group. It
maintains full control over strategic, financial,
operational and compliance matters through
its corporate governance framework. This
corporate governance framework provides
regular reporting and other updates to the
Board, through which it is able to oversee
progress against the Group’s targets.
Brooks Macdonald Group plc Annual Report and Accounts 2026 47
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
The
Board
Executive Risk
Management
Committee
Chair: CRO
CEO
Executive
Committee
Chair: CEO
Investment
Committee
Chair: CIO
COO Risk
Management
Committee
Chair: COO
Risk and
Compliance
Committee
Remuneration
Committee
Audit Committee
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 Chief Executive Officer (“CEO”). The
CEO and Executive Committee (“ExCo”) are
responsible for the day-to-day management
of the Group and 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 Chief Investment Officer (“CIO”) is
responsible for day-to-day oversight of the
effective integration of climate risk into the
investment research and decision-making
process.
The Chief Operating Officer (“COO”) is
responsible for advancing how the Group
serves its advisers and clients and leads
the Group’s investment in technology,
systems and processes. This includes the
management of outsourced partnerships as
well as workplace and facilities. The COO
is responsible for the implementation of
initiatives to ensure the Group meets its
operational net-zero target.
Committees:
The Risk and Compliance Committee
reviews quarterly reports on key risks
impacting the business, including climate-
related risks.
The Audit Committee oversees the
principles, policies and practices adopted in
the preparation of the financial statements
of the Group and assesses whether annual
financial statements 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.
The Executive Risk Management Committee
has responsibility for ensuring the effective
management of risk throughout the Group,
in line with the risk appetite and risk
management framework approved by the
Board and escalates material matters to the
Risk and Compliance Committee where
necessary.
COO Risk Management Committee is
Responsible for oversight of ESG and climate-
related risks and opportunities in the Group’s
operational activities. The committee is
also responsible for operational business
emissions.
The Investment Committee oversees the
execution of the firm’s responsible investment
policy and research processes, which include
climate-related guidelines.
Summary disclosure against TCFD recommendations continued
Brooks Macdonald Group plc Annual Report and Accounts 202648
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.
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 page 12
• How we engage with our stakeholders pages 17 to 19
• Our strategy pages 20 to 23
• Responsible business pages 34 to 40
• Principal risks pages 52 to 53
Employees
• Code of Conduct
• Health and Safety policy
• Diversity policy
• Our business model pages 14 to 15
• Our people and communities pages 35 to 37
• How we engage with our stakeholders pages 17 to 19
• Nomination Committee report pages 76 to 78
Social matters
• Client Vulnerability policy
• Product Design and Governance policy
• Data Governance and Information Security policy
• Diversity policy
• Anti Sexual Harassment policy
• How we engage with our stakeholders pages 17 to 19
• Responsible business pages 34 to 40
Human rights
• Code of Conduct
• Human Rights and Modern Slavery Act
• Whistleblowing policy
• Third-Party Supplier policy
• Data Governance and Information Security policy
• Responsible business pages 34 to 40
• Principal risks pages 52 to 53
Anti-corruption and
anti-bribery
• Anti-Money Laundering and 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 52 to 53
• Responsible business pages 34 to 40
Description of principal
risks and impact of
business activity
• Risk management framework
• Risk management policy
• Principal risks pages 52 to 53
• Emerging risks page 54
• Risk and Compliance Committee report pages 96 to 98
Climate-related
financial disclosures
• Risk management framework • Responsible business pages 34 to 40
• Summary disclosure against TCFD recommendations pages 41 to 48
Description of the
business model
• Our business at a glance pages 03 to 04
• Our business model pages 14 to 15
• Our strategy pages 20 to 23
Non-financial key
performance indicators
• Our strategy pages 20 to 23
• Key performance indicators pages 24 to 25
• Summary disclosure against TCFD recommendations pages 41 to 48
Non-financial and sustainability information statement
Brooks Macdonald Group plc Annual Report and Accounts 2026 49
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Risk
Reporting
Risk
Culture
Risk
Monitoring
Risk Management
and Mitigation
Risk
Identification
Risk
Assessment
Risk Management Framework (“RMF”)
The Group’s Risk Management Framework (“RMF”) supports the full management of risks and controls across the Group. It can be summarised by the following diagram.
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. The work over the
previous year, including the implementation
of a new Governance, Risk and Compliance
("GRC") tool, has enabled greater visibility
and consistency of risk identification and
assessment across the organisation, which has
led to clear risk ownership, richer discussion,
improved root cause analysis and focused
management action.
We remain mindful of the current geopolitical
and macroeconomic uncertainties and
continue to monitor these closely at both
the Executive Risk Management Committee
(“ERMC”) and the Risk and Compliance
Committee (“RCC”).
Processes
and tools
Risk appetite
Risk and control self
assessment ("RCSA")
Internal capital and risk
assessment ("ICARA")
Risk governance
and oversight
Boards and
committees
Roles and
responsibilities
Policy governance
framework
Risk management
Brooks Macdonald Group plc Annual Report and Accounts 202650
Risk governance: The Board is ultimately
responsible for the Group’s Risk Management
Framework but has delegated certain
responsibilities to the RCC, a senior 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 (“IC”), chaired by the Chief
Investment Officer ("CIO"). Each Committee
has a Terms of Reference in place, which
define the committee’s purpose, authority,
responsibilities, composition, and operating
procedures, providing a clear framework
within which it carries out its duties.
Risk culture: We promote a risk culture
that encourages the ownership and
management of risk. Risk management is
the responsibility of everyone at Brooks
Macdonald. 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
fully 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.
Key Risk Indicators (“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 Monitoring: Risk Monitoring is the
ongoing process of tracking the risk
environment, assessing changes in risk
exposure, and evaluating whether existing
controls and mitigation activities remain
effective. It acts as the continuous feedback
loop that ensures risks are being managed
within the organisation’s defined risk appetite
and tolerance levels. This is achieved through
mechanisms including the continuous tracking
and reporting of Key Risk Indicators, incident
management reporting and Risk and Control
Self-Assessments.
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 on a quarterly basis. This
MI includes details of underlying KRIs mapped
to the risk appetite categories, breaches, risk
events and emerging risks.
Policy governance framework: This provides
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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 51
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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
Unchanged
The risk remains unchanged. The Group has
delivered positive flows and successfully integrated
strategically acquired firms 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
Unchanged
This risk remains unchanged. The Group has
a robust governance framework covering ESG
risks and is committed to creating an inclusive
workplace and prioritising employee wellbeing.
3. Capital risk
The risk of adverse business and/or client impact
resulting from breaching capital requirements.
• Capital requirements
Increased
The risk has increased. Capital headroom reduced
during the year, increasing the Group's sensitivity
to adverse financial performance or unexpected
capital requirements. The Group continues to
maintain capital resources above its minimum
regulatory requirements and internal thresholds
and closely monitors forecast and actual capital
resources against 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.
• 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.
5. Liquidity risk
The risk that assets are insufficiently liquid and/or
Brooks Macdonald does not have sufficient liquid
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.
• Failed or incorrectly placed 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
Increased
The risk has increased. Liquidity headroom was
tighter during the year and the Group utilised its
committed revolving credit facility for short-term
funding. The facility provides additional liquidity
capacity and the Group continues to maintain
liquidity resources above its minimum regulatory
requirements, closely monitor forecast and actual
cash flows.
Risk management continued
Brooks Macdonald Group plc Annual Report and Accounts 202652
Principal risks
Definition Key risks identified by the risk management framework Change since last year Rationale for change
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.
• Indirect market risk associated with advising
on client portfolios
• Indirect market risks associated with dealing
• Indirect market risk associated with managing
client portfolios
• Investment performance
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
• 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 and emerging
technology disruptors impacting third party
operational resilience.
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
Increased
The risk has increased. The cyber threat landscape
is at a heightened level, with the volume of
sophisticated cyber threat activity increasing
through emerging AI-driven cyber-attacks alongside
heightened geopolitical tensions.
9. Legislation and regulatory risk
Legislation and regulatory risk is defined as the risk
of exposure to legal or regulatory penalties, financial
forfeiture, material loss and reputational damage due
to failure to act in accordance with industry laws and
regulations.
• Regulatory
• Legal
• Tax
Unchanged
This risk remains unchanged. Regulatory
expectations within the wealth management
industry remain high with the regulatory
environment for investment advice continuing to
evolve.
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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 53
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Emerging risks
Definition Context
1. 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.
2. 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 through new entrants to the market delivering
cost effective solutions, changing consumer behaviour and new operating technologies including automated trading, investment advice,
fraud detection, customer service and portfolio management.
3. Artificial Intelligence
The risk that adoption of AI leads to data privacy
breaches and security vulnerabilities.
The increasing adoption of AI models internally and across third party suppliers increases the risk of producing unpredictable or biased
outcomes that impact business decisions or customer fairness; of unwittingly exposing sensitive or personally identifiable information;
unauthorised access via AI-enabled tools; or regulatory breaches or sanction due to the lack of auditability and traceability of data flows
within AI systems.
4. AI enabled Cyber threats
The risk of disruption to critical services due to AI
enabled cyber attacks.
The Group operates in a highly digital environment and is increasingly exposed to cyber security threats, including unauthorised access
to systems, data loss, and disruption to critical services. The threat landscape continues to evolve rapidly, driven by increasingly
sophisticated attack methods and enhancements to AI, increasing the ease and speed of cyber-attacks against the firm. The growing use
of third-party and cloud-based services across the industry introduces additional vulnerabilities. The Group maintains a layered cyber
security and resilience framework, which is continually enhanced in response to the threat environment.
5. Regulatory change
The risk to the Group's operating model following
changes to regulatory expectations and requirements.
The regulatory environment for investment advice continues to evolve, with the potential to materially impact the Group’s operating
model, service delivery and cost base over the medium term. Regulatory focus under Consumer Duty with potential impacts for firms
to increase the flexibility of outcomes-based ongoing advice requirements, including the rollout of the targeted support regime, is
increasing expectations on firms to evidence value, adapt service models and meet heightened regulatory scrutiny.
Risk management continued
Brooks Macdonald Group plc Annual Report and Accounts 202654
In accordance with the UK Corporate Governance Code, the Board has assessed the Group’s prospects and viability over a
three-year period. The Board considers this period to be appropriate as it aligns with the Group’s strategic planning horizon,
budgeting and forecasting cycle, and the period over which the Board can make a reasonable assessment of the Group’s principal
risks, financial position and liquidity.
In making its assessment, the Board has
carried out a robust review of the principal
and emerging risks facing the Group, including
those that could threaten its business model,
future performance, solvency or liquidity. The
Board has also considered wider industry
developments, including technological change
and potential changes to the UK tax regime,
none of which were considered to represent
a severe threat to the Group’s viability over
the assessment period. This review has been
informed by the Group’s Medium-Term
Plan (“MTP”), the Internal Capital Adequacy
and Risk Assessment (“ICARA”), regular re-
forecasting, and the Group’s risk management
and internal control framework. The principal
risks considered are set out in the Risks
section on pages 52 to 53 and outlined in the
Risk and Compliance Committee report on
pages 96 to 98.
The Board’s assessment took into account
the Group’s current position, strategic
priorities and operating environment, including
regulatory developments, competitive
dynamics, demographic trends, technological
change and wider macroeconomic conditions.
The Board also considered the potential
impact of market volatility, inflation and
interest rates on the Group’s profitability,
regulatory capital and liquidity forecasts,
together with the implications of the Group’s
capital allocation priorities, including
proposed dividend payments.
The MTP forms part of the Group’s annual
business planning process. It translates the
Group’s strategy into a detailed budget for
the first year and higher-level forecasts for
the following two years. The MTP is reviewed
and challenged by the Board annually, with the
first year adopted as the annual budget and
used to monitor actual performance through
monthly Board management information.
The latest MTP, covering FY27 to FY29, was
reviewed and challenged through the Board
process in June 2026 and approved by the
Board on 30 June 2026. The plan reflects
the Board’s expectations for the Group’s
performance over the planning period, whilst
remaining subject to the assumptions and
risks inherent in forward-looking forecasts. For
ICARA stress testing purposes, the three-
year MTP is extended to a five-year forecast
period.
In addition to the annual MTP process,
management prepares quarterly re-forecasts
for the financial year, which are reviewed by
the Board. These re-forecasts incorporate
updated trading performance, prevailing
market conditions and any changes required
to the assumptions set at the start of the year.
As part of the most recent ICARA, the Group
modelled a range of downside scenarios and a
severe but plausible stress scenario to assess
the Group’s resilience to market-wide shocks,
Group-specific stresses and combined
events. The scenarios and assumptions
reflected the Group’s business model,
strategy, risk profile and external environment
at the time of the assessment.
The most recent ICARA included a multi-
layered scenario combining a significant
decline in financial markets over the
forecast period with a Group-specific stress
event, such as the loss of a key investment
management team. This scenario was
designed to test the resilience of the Group’s
profitability, regulatory capital and liquidity
against a severe but plausible downside
case before the application of mitigating
management actions.
Management has identified a range of
mitigating actions that could be implemented
in response to severe stress events. These
include reducing or deferring discretionary
expenditure, reprioritising investment spend,
taking action to manage the cost base and
reducing or suspending dividend payments.
The availability, timing and effectiveness of
these actions would depend on the nature
and severity of the stress event and the period
over which it occurs. After applying plausible
management actions, the Group is expected
to maintain sufficient regulatory capital and
liquidity throughout the assessment period.
The ICARA scenarios and related assumptions
are reviewed periodically to ensure they
remain relevant and continue to support
the development of appropriate controls
and mitigating actions. Management also
considers reverse stress testing and assesses
the potential cost of an orderly wind-down in
the event of a non-recoverable shock to the
Group’s operating model.
Based on this assessment, including the Group’s
strategic plan, principal risks, stress and reverse
stress testing, risk management framework
and available mitigating actions, 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 three-year
period under assessment. This assessment
also supports the preparation of the Group’s
Consolidated financial statements on a going
concern basis, as discussed in note 2 of the
Consolidated financial statements.
Viability statement
Brooks Macdonald Group plc Annual Report and Accounts 2026 55
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Governance
Report
57 Chair’s introduction to governance
58 Board of Directors
62 Board roles
63 Board overview
66 Case study of Board decision
in the year
68 How the Board embeds culture
69 Board and committee structure
72 Audit Committee report
76 Nomination Committee report
80 Remuneration Committee report
96 Risk and Compliance
Committee report
100 Report of the Directors
102 Statement of Directors’
responsibilities
103 Independent Auditors’ report
Brooks Macdonald Group plc Annual Report and Accounts 202656
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 we deepened our relationships with
our valued Independent Financial Advisers
(“IFAs”) across the country, we’ve enhanced
our relationships with large advisory firms, and
we launched our BM Strategic Partnerships. As
part of the modernisation of our investment
architecture, we introduced a new MPS
structure consisting of three ‘Building Block’
funds, driven by the Group’s centralised
investment process. We expect this to deliver
significant benefits to advisers and clients.
Brooks Macdonald became the official
wealth management partner for BAFTA and
Henley Royal Regatta, broadening our reach to
potential clients to encourage people to take
control of their financial future.
In December, Euan Munro was appointed as
an additional Non-Executive Director of the
Company. Further details of his appointment
can be found in the Nomination Committee
report from page 76.
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
2 September 2026
Chair’s introduction to governance
Brooks Macdonald Group plc Annual Report and Accounts 2026 57
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Andrea Montague
CEO
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 and was
appointed Chief Executive Officer on
1 October 2024.
Andrea has held Board and Executive-
level roles across the UK long-term
savings, wealth management, and asset
management sectors. Her experience
spans strategic, financial, and operational
leadership, with a particular focus on
disciplined execution, client outcomes, and
sustainable growth.
Before joining Brooks Macdonald, Andrea
was Group Chief Risk Officer at Aviva,
where she had also served as Group Chief
Financial Controller. She previously held
senior roles at Royal London as Deputy
Group Chief Financial Officer and at
Standard Life plc as Group Chief Internal
Auditor.
Andrea began her career at
PricewaterhouseCoopers, where she
qualified as a chartered accountant.
In 2026, she was appointed to the Board
of the Personal Investment Management
and Financial Advice Association (“PIMFA)”,
recognising her leadership and influence
across the UK wealth management sector.
Maarten Slendebroek
Chair
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 a Non-Executive Director
of Law Debenture Corporation plc.
Board of Directors
Brooks Macdonald Group plc Annual Report and Accounts 202658
Katherine Jones
CFO
Key skills and experience
• Extensive experience 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 c.25 years of experience in
Financial Services leading high-performing
strategic financial planning, reporting
and tax teams, finance transformation,
investor relations, and complex corporate
transactions.
She is also an Independent Non-Executive
Director on the Board of the Metropolitan
Police Friendly Society.
Before joining Brooks Macdonald,
Katherine was most recently Group
Finance Director at Phoenix Group, and
prior to that, she held senior leadership
roles at Prudential Plc and Partnership Plc
(now Just Group plc).
Katherine is a chartered accountant and
qualified at KPMG in Insurance and Asset
Management Audit and Transaction
Services.
Robert Burgess
Senior Independent Non-Executive Director
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 and 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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 59
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Dagmar Kershaw
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.
John Linwood
Independent Non-Executive Director
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.
Board of Directors continued
Brooks Macdonald Group plc Annual Report and Accounts 202660
James Rawlingson
Independent Non-Executive Director
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 Foreign Office. He is also a Trustee
of the Wilton Park Foundation.
James has enjoyed a long Executive
and Non-Executive career principally in
financial services, including roles at Charles
Stanley plc, Coutts, UBS and Citibank. He
is a Chartered Accountant and a Chartered
Member of the Chartered Institute for
Securities and Investments
Euan Munro
Independent Non-Executive Director
Key skills and experience
• Extremely strong credentials as an
investor and takes a strong interest in
ensuring that investment processes are
delivering and fit for purpose.
• Highly strategic, always wanting to
ensure that corporate strategy is both
differentiated and embedded in the
organisation.
• Proactively scans the horizon and
exploring where disruption to the
industry might come from.
Euan brings over thirty years of global asset
management and insurance experience.
He has a strong track record both as
an investor and in delivering successful
business growth. He has held leadership
positions at Standard Life, Aviva and BNY
group. At Aviva he was CEO of Aviva
Investors and a member of the Aviva Group
executive, and at BNY he was the CEO of
Newton Investment Management.
Euan serves as an adviser on the Railpen
investment committee and acts in a similar
role for the Mercer Company. He is also a
NED of Level E research, a private artificial
intelligence firm that offers agentic AI
solutions to fund managers.
Brooks Macdonald Group plc Annual Report and Accounts 2026 61
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Roles and responsibilities
Role of the Chair
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.
Role of the Senior Independent Director
The SID provides a sounding board for the Chair and,
if necessary, acts as an intermediary for the other
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.
Role of Independent Non-Executive Directors
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.
Role of the CEO
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.
Role of the CFO
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, legal
and company secretarial functions.
Board roles
Brooks Macdonald Group plc Annual Report and Accounts 202662
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 2026, there were
six 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
or where management are seeking Board
input on a topic ahead of a scheduled Board
meeting. During the year, subjects for such
meetings included strategy and the Group’s
medium term plan.
Assessing, monitoring and
embedding culture
The Board is responsible for promoting a culture
that supports the Group’s purpose, values
and strategy. Throughout the year, the Board
monitored the Group’s culture through regular
reports from the CEO and other members of
senior management, assessing not only whether
the desired culture remained aligned with the
Group’s strategic objectives, but also how it was
being embedded across the organisation.
The Board receives information from a variety
of sources to help evaluate the effectiveness
of the Group’s culture, including employee
engagement survey results, workforce
feedback, colleague retention and conduct-
related metrics, and regular updates on
initiatives designed to reinforce the Group’s
values and expected behaviours. These
insights enable the Board to assess whether
the desired culture is being reflected in
the day-to-day experiences, behaviours
and decision-making of colleagues across
the Group.
In addition, the Board has a designated
Non-Executive Director to engage with the
workforce and provide independent insight
into employee views and concerns. The
results of the Group’s regular staff surveys
are reviewed and discussed by the Board,
together with management’s proposed actions
in response to employee feedback.
To further support its understanding of the
culture across the Group, the Board held two
meetings at regional offices during the year,
in Edinburgh and Altrincham. These visits
included informal engagement sessions with
colleagues, providing Board members with an
opportunity to hear directly from employees,
observe how the Group’s values are
demonstrated in practice and gain first-hand
insight into the culture within those offices.
↗
Further information on workforce
engagement and stakeholder feedback
can be found in How we engage with our
stakeholders’ on pages 16 to 19 and in the
Responsible Business Report on pages 34
to 40 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.
Matters discussed by the Board in the year
Regular updates Financials Strategy and projects Governance and regulatory
• CEO’s report, including
business performance
• Chief Financial
Officer’s report
• Chief Investment
Officer’s report
• Chief People
Officer’s report
• Committee Chairs’ updates
• Annual and Interim Report
and Accounts
• Dividend recommendations
• Budget and
medium-term plan
• Monthly performance MI
• AI
• Product and Distribution
strategy
• M&A
• SS&C relationship
optimisation
• Board changes
• Reviews of Committee
terms of reference
• AGM arrangements
• Consumer Duty
• SMCR regime
• Board performance review
• Modern Slavery statement
• Internal Capital
Adequacy and
Risk Assessment
(“ICARA”) review
• Client money and
custody assets (“CASS”)
Board overview
Brooks Macdonald Group plc Annual Report and Accounts 2026 63
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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.
Whilst 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
Performance Review
The Board undergoes an annual review of its
performance. Further details of this are set
out in the Nomination Committee report on
page 76.
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 and
periodic more formal meetings.
The Group’s Board and Committee structure
is detailed on pages 62 to 67, together with
the biographies of Board and Committee
members on pages 58 to 61.
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.
Whilst 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 2026, the Group followed the 2024 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.
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.
Board overview continued
Brooks Macdonald Group plc Annual Report and Accounts 202664
Departures from the Code –
explanations
Board performance review
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. Following the Company’s move to the
Main Market of the London Stock Exchange,
however, it has been agreed that the Company
should look to have an externally facilitated
Board performance review carried out during
FY27. Further details about this can be found in
the Nomination Committee report on page 76.
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 presented an amended Directors’
Remuneration Policy to shareholders for
approval at the 2025 AGM. This revised
policy now includes a post-employment
shareholding policy.
Appointment of
Non-Executive Director
The Company typically appoints Directors
through a formal, rigorous and transparent
process led by the Nomination Committee.
Appointments are made on merit against
objective criteria, taking account of the
skills, experience, independence, diversity
and knowledge required to support the
Company’s long-term strategy and sustainable
success. External search consultancies
and open advertising are used to provide a
provide diverse lists of candidates for any role
that the Company is looking to fill in order to
ensure that the Board remains appropriately
balanced, diverse and refreshed over time in
accordance with the principles and provisions
of the UK Corporate Governance Code. In
late 2025, management became aware that
Euan Munro was available and looking for a
Non-Executive role. Whilst the Company was
not actively looking to appoint an additional
Non-Executive Director at that time, the
Board realised that Euan could bring a range of
skills and experience which would be hugely
beneficial to the business. Following a process
where Euan met with the existing Board
members, it was agreed that Euan should be
appointed as an additional Non-Executive
Director of the Company.
Brooks Macdonald Group plc Annual Report and Accounts 2026 65
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Delivering growth through an integrated wealth management proposition
During the year, the Board oversaw a number of strategic initiatives designed to strengthen collaboration between Financial Planning, Investment
Management and Distribution, recognising that’s a more integrated client proposition can deliver better client service and help drive growth, the
objective of the Reignite Growth strategy launched in September 2024.
Building a more connected
client proposition
The Board considered how the Group’s
investment, financial planning and
distribution capabilities could work together
more effectively across the client journey.
This included reviewing proposals to
reposition our Bespoke Portfolio Service
towards higher-net-worth clients, introduce
an Investment Portfolio Service to retain
clients below the revised asset threshold,
modernise our MPS proposition, expand
Retirement Strategies and strengthen
distribution capability. Together, these
initiatives deliver better client service by
ensuring that clients have access to an
appropriate investment solution throughout
their wealth journey whilst maintaining
strong relationships with independent
financial advisers and direct clients alike.
The Board also reviewed plans to create
clearer alignment between Investment
Managers, Business Development Directors
and financial planners through a new regional
structure centred on a “one team, one goal”
philosophy, with common accountability for
client outcomes, asset retention and growth.
Oversight of strategic
decision-making
Over the course of the year, the Board
received a series of detailed papers and
presentations covering distribution strategy,
investment proposition development,
retirement solutions, regional growth
opportunities and adviser engagement. The
Board challenged management on expected
client outcomes, execution risks, resource
requirements, regulatory implications,
operational readiness and long-term value
creation. Regular progress reporting, defined
governance structures and measurable
performance indicators were established to
monitor delivery and ensure accountability.
Delivering better outcomes
for clients
A key theme throughout the Board’s
discussions was the importance of
delivering excellent client service. The Board
supported initiatives aimed at simplifying
the client proposition, improving adviser
support, expanding retirement planning
capabilities and increasing consistency
of service delivery. These included the
expansion of Retirement Strategies,
enhanced adviser suitability tools, improved
onboarding processes, introducing digital
options for reporting and the new BM Invest
App, enhancing investment propositions and
the development of a more sophisticated
client segmentation and service model.
The Board also reviewed proposals to
modernise the MPS proposition through
a building-block investment approach,
intended to improve operational efficiency,
broaden investment capability and support
better client outcomes through increased
flexibility and scalability.
Supporting growth through
stronger distribution
Recognising the increasingly competitive
advice and investment management market,
the Board considered how distribution
capability could be strengthened to improve
market reach and asset retention. The
Reignite Distribution programme established
a roadmap focused on expanding adviser
relationships through nationals and
networks, increasing market share and
improving data-driven decision making.
Targeted initiatives included enhanced
adviser segmentation, investment in
distribution analytics, balanced scorecards,
enhanced sales capability and greater
collaboration between distribution and
investment teams.
The Board also supported the development
of Brooks Macdonald Strategic Partnerships,
evolving the former product-led proposition
into a strategic partnership model focused
on helping adviser firms grow, improve
efficiency and strengthen client service. This
is intended to deepen relationships with
priority firms, increase retention and create
greater long-term value for both advisers
and clients.
Case study of Board decision
Board overview continued
Brooks Macdonald Group plc Annual Report and Accounts 202666
Case study of Board decision
Section 172 considerations
In reaching its decisions, the Board had
regard to its duties under Section 172(1) of
the Companies Act 2006., further details of
which are shown on page 16.
Clients and advisers – The Board focused
on ensuring that proposition changes would
deliver excellent client service, enhance
client outcomes, provide appropriate
investment solutions across different client
segments and strengthen support for
adviser partners. Particular consideration
was given to maintaining value for money,
improving retirement outcomes and
enhancing the client experience.
Colleagues – The Board considered the
impact of organisational and operating
model changes on colleagues, including
investment managers, financial planners and
distribution teams. Additional recruitment,
training programmes, revised governance
arrangements and clearer accountability
structures were designed to support long-term
capability and employee development.
Shareholders – The Board’s decisions
were intended to support sustainable
growth, improve asset retention, strengthen
profitability and enhance the Group’s
competitive position. The Board carefully
reviewed business cases, revenue forecasts,
implementation costs and anticipated
financial benefits before supporting
progression of strategic initiatives.
Regulators and wider stakeholders –
Throughout the year, the Board considered
regulatory developments, Consumer
Duty requirements, operational resilience
and product governance arrangements
when reviewing changes to investment
propositions and distribution strategies.
Governance frameworks and oversight
mechanisms were established to
monitor implementation and manage risk
appropriately.
Outcome
By bringing Financial Planning, Investment
Management and Distribution closer
together, the Board believes the Group is
creating a more client-centric, scalable and
efficient operating model. The initiatives
reviewed and approved during the year
are expected to enhance client service,
strengthen adviser relationships, improve
asset retention and position the Group for
sustainable long-term growth across its core
markets.
Brooks Macdonald Group plc Annual Report and Accounts 2026 67
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
At Brooks Macdonald, clients are at the heart of
everything we do.”
Andrea Montague
CEO
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. In addition, when the Board visit our
regional offices, informal sessions are arranged
to allow Board members to meet the teams.
↗
Read more on how we monitor culture in
our approach to Responsible Business
from page 34.
How the Board embeds culture
Brooks Macdonald Group plc Annual Report and Accounts 202668
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
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.
Risk and Compliance Committee
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.
Nomination Committee
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.
Remuneration Committee
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.
Board and committee structure
Brooks Macdonald Group plc Annual Report and Accounts 2026 69
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Financial Statements
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Strategic
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List of Board meetings and attendance
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Risk and Compliance
Committee
Chair Maarten Slendebroek James Rawlingson Maarten Slendebroek John Linwood Robert Burgess
Meetings held 6 5 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
Euan Munro
1
Non-Executive Director
N/A
Andrea Montague
Executive Director
N/A N/A N/A N/A
Katherine Jones
Executive Director
N/A N/A N/A N/A
1
Euan Munro was appointed as a Director on 3 December 2025.
Board composition and diversity in numbers
3 5
5
1
2
3
2
3
1
4
3
Gender diversity Independence Board tenure Age
Male Female Chair
Executive
Directors
Non-
Executive
Directors
<
50 years
50–60 years
>
60 years
<
2 years
2–4 years
>
4 years
8
Ethnicity
White
Board and committee structure continued
Brooks Macdonald Group plc Annual Report and Accounts 202670
What clients say about us
My contact listens, understands my needs
and bases their advice accordingly, relative
to my financial circumstances.”
Brooks Macdonald Group plc Annual Report and Accounts 2026 71
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Financial Statements
Financial
Statements
Governance
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Strategic
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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 areas:
• 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. In carrying out its duties, the
Committee has regard to the UK Corporate
Governance Code, the FRC’s guidance for
audit committees and the Audit Committees
and the External Audit: Minimum Standard.
Composition and meetings
During the year, the Committee comprised
James Rawlingson (Chair), Robert Burgess,
Dagmar Kershaw, John Linwood and, following
his appointment, Euan Munro. All members
are independent Non-Executive Directors.
The Board is satisfied that the Committee
Chair has recent and relevant financial
experience and that the Committee as a
whole has competence relevant to the wealth
management and financial services sector. The
Chair, CEO, CFO, CRO, and representatives
of the Internal and External Auditors routinely
attend meetings by invitation. The Committee
also meets separately with the Internal and
External Auditors without management
present, providing a forum for open discussion
of audit quality, management responsiveness
and any matters of concern.
The Committee’s attendance during the year
ended 30 June 2026 is set out in the summary
table on page 70.
The Committee reviewed its effectiveness
during the year, including the quality of
information received, the balance of agenda
items and the opportunity for appropriate
challenge and discussion. The review
concluded that the Committee continued
to operate effectively and had fulfilled its
responsibilities during the year.
The Committee has provided clear,
independent challenge across the Group’s
financial reporting, controls and audit
activities throughout the year. Our focus
has been on supporting robust governance,
reliable reporting and a control environment
that continues to evolve with the business.”
James Rawlingson
Audit Committee Chair
Audit Committee report
Brooks Macdonald Group plc Annual Report and Accounts 202672
The Committee’s areas of focus:
Financial
reporting
• Reviewed the Interim Report and Accounts and the Annual Report and Accounts, including management’s assessment that the reports were fair, balanced and understandable;
• Reviewed the key accounting judgements and estimates for the year, including goodwill impairment testing, acquired client relationship intangibles, deferred contingent
consideration receivable and payable, provisions and contingent liabilities, share-based payments and the classification of gilt holdings;
• Considered the reorganisation of the Group’s cash-generating units for goodwill impairment testing into Financial Planning, Investment Management and Funds, reflecting the
way the business is now managed following integration activity;
• Reviewed the continued presentation of the Group as a single operating segment, taking into account how financial information is reported to and reviewed by the Board as the
chief operating decision maker;
• Reviewed the Group’s alternative performance measures, including the nature and presentation of strategic transformation, restructuring, acquisition and integration,
amortisation and other non-operating items; and
• Reviewed the Group’s going concern assessment and viability considerations, including cash flow forecasts, regulatory capital and liquidity forecasts, the ICARA and relevant
stress testing.
External
audit
• Approved the external audit plan, terms of engagement and audit fees, challenging the proposed audit scope, timetable, materiality, use of specialists and coverage of
significant financial reporting risks;
• Provided oversight of the Group’s External Auditor, PwC, including assessing independence, objectivity, audit quality and effectiveness, and overseeing the transition of the
audit partner from Jeremy Jensen to Gary Shaw;
• Reviewed PwC’s findings from the half-year review and the full-year audit, including significant risks relating to revenue recognition, management override of controls, goodwill,
acquired client relationships and deferred consideration receivable, and considered how these matters were addressed in the audit and in the financial statements;
• Considered PwC’s financial statement internal control recommendations from the FY25 audit and management’s actions in response; and
• Reviewed management representation letters and associated responses.
Internal
audit
• Reviewed and approved the risk-based internal audit plan and subsequent changes to the plan, challenging whether coverage remained aligned to the Group’s evolving risk
profile, strategic priorities and regulatory obligations;
• Considered internal audit reports issued during the year and challenged the adequacy of management’s responses to findings and agreed actions;
• Monitored management’s progress in delivering agreed internal audit actions, including the governance, tracking and validation of actions; and
• Reviewed the proposed FY27 internal audit plan and challenged whether planned coverage was appropriately aligned to the Group’s principal and emerging risks, strategic
priorities and regulatory obligations.
Control
oversight
• Reviewed the maintenance and effectiveness of the Group’s internal financial controls, including finance process and control documentation updated alongside the Workday
implementation and management’s developing material controls framework;
• Reviewed CASS-related reporting and assurance activity, including management’s ongoing programme of enhancements to governance, monitoring and control processes;
• Reviewed assurance arrangements over key third-party administrator systems and controls, including the development of further controls assurance reporting to support
ongoing oversight;
• Reviewed the Group’s Finance Fraud Risk Assessment and whistleblowing arrangements; and
• Reviewed and monitored the Group’s policy on non-audit services for both external and internal audit.
Other
matters
• Reviewed the Group’s progress in implementing Workday as its core finance and general ledger system, including related system-enabled control improvements;
• Reviewed preparations for the UK Corporate Governance Code Provision 29 declaration on material controls, including planned internal audit coverage;
• Reviewed the Group’s climate-related financial disclosures, including reporting prepared with regard to the Task Force on Climate-related Financial Disclosures framework; and
• Reviewed the Committee’s Terms of Reference, composition, actions and minutes of prior meetings, and considered opportunities to improve the clarity and effectiveness of
Committee reporting.
Brooks Macdonald Group plc Annual Report and Accounts 2026 73
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Internal audit
The Group outsources its internal audit
function and EY acted as internal auditor
throughout the year. EY reports functionally to
James Rawlingson, Chair of the Committee,
with the CRO being the principal point of
day-to-day contact. The Committee reviews
EY’s independence, objectivity, performance
and resourcing, and considers whether internal
audit work provides appropriate assurance
over the Group’s principal and emerging risks.
The risk-based internal audit plan is developed
by EY, with input from management and
oversight from the Committee, and is
reviewed at regular intervals to ensure it
remains aligned to the Group’s principal and
emerging risks.
External audit
The Group’s External Auditor is PwC, which
has been engaged since 2011. During the year,
Gary Shaw succeeded Jeremy Jensen as the
audit partner in charge of the Group’s audit
following the completion of Jeremy Jensen’s
permitted term. In light of the Group’s move
to the Main Market, mandatory firm tender
rules apply and the Group will be required to
tender the audit firm no later than 2035. The
Committee will keep the timing of the tender
under review, taking into account audit quality,
independence, market capacity and the need
for an orderly transition.
During the year, the Committee monitored
the Group’s policy on external audit and
evaluated the independence, objectivity
and effectiveness of PwC. This assessment
included consideration of the audit plan, audit
quality indicators, the robustness of challenge
provided to management, the quality of
reporting to the Committee, the experience
and continuity of the audit team, the use of
specialists and the auditor’s independence
safeguards. No matters were identified
that compromised the independence or
objectivity of PwC. The Committee agreed
the external audit and assurance fees. Details
of the Auditors’ remuneration are provided
in note 8 to the Consolidated financial
statements included within the Annual Report
and Accounts.
Following this review, the Committee
concluded that PwC remained independent
and effective in its role as External Auditor
and recommended to the Board that PwC be
reappointed as External Auditor at the 2026
Annual General Meeting.
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. James
Rawlingson, Chair of the Committee, is the
Group’s overall ‘Whistleblowing champion’.
The Board owns the policy and any changes to
the policy require Group Board approval.
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.
Audit Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202674
The Committee reviewed the areas of significant judgement and estimation uncertainty set out
below in relation to the Group’s Annual Report and Accounts for the year ended 30 June 2026.
Discussions were held with management and the External Auditor throughout the year, with
the Committee focusing on the appropriateness of the underlying assumptions, the level
of disclosure provided and the consistency of treatment with IFRS requirements and the
Group’s circumstances. The Committee is satisfied that the Consolidated financial statements
appropriately reflect the judgements and estimates applied, and that the related disclosures are
fair, balanced and understandable.
Goodwill
(see note 15)
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.
Deferred
consideration
receivable
and payable
(see notes 19
and 25)
The Committee reviewed the valuation of deferred consideration receivable
and deferred contingent consideration payable, including the probability
and timing of future cash flows and the forecast performance metrics on
which the amounts are dependent. For deferred consideration receivable,
the Committee challenged management’s assessment of recoverability,
expected timing of receipt and the assumptions supporting the estimated
fair value. Having considered management’s analysis, the Committee was
satisfied that the receivable and payable balances were appropriately
measured and disclosed.
Amortisation
of client
relationships
(see note 15)
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 there
were no indicators of impairment for the client relationship intangible
assets and the remaining useful economic life remained supportable.
Focus for FY27
As well as considering its routine programme
of business, the Committee expects to focus
on the following matters during the next
financial year:
• Continue to monitor the embedding of
Workday as the Group’s core finance
and general ledger system, including
the operation of related automated and
manual financial controls, data quality and
reporting improvements;
• Oversee further development of the
Group’s material controls framework
and readiness for the UK Corporate
Governance Code Provision 29
declaration on the effectiveness of
material controls;
• Maintain oversight of CASS-related
assurance activity, financial reporting
controls, audit quality, cyber and
technology risks, third-party assurance
and the effectiveness of the internal
audit plan.
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
2 September 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 75
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Financial Statements
Financial
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Strategic
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 2026.
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 performance 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 James Rawlingson
and Euan Munro. 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
In December 2025, the Committee was
pleased to recommend the appointment of
Euan Munro as an additional Non-Executive
Director of the Company. The Committee’s
approach to succession planning extends
beyond vacancies arising on the Board
and includes considering opportunities to
enhance the overall balance of skills and
experience available to the Company. Whilst
no immediate requirement existed for an
additional Non-Executive Director, the
Committee identified that Euan’s significant
executive and board-level experience within
the investment and wealth management
sector would complement the existing
strengths of the Board. Having considered the
benefits of his appointment, the Committee
recommended that Euan join the Board as a
Non-Executive Director.
Induction programme
The Company arranged an induction
programme for Euan, 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 responsibilities of a Director of
a Main Market listed company.
Talent development and
succession planning
The Committee is committed to maintaining
effective succession plans for the Board,
Executive Committee and other senior
leadership roles across the Group. Succession
planning remains a key area of focus and is
considered regularly to ensure the Group has
the leadership capability required to deliver
its long-term strategy. Reflecting the strength
We welcomed Euan Munro onto the Board.”
Maarten Slendebroek
Nomination Committee Chair
Nomination Committee report
Brooks Macdonald Group plc Annual Report and Accounts 202676
of the Group’s internal talent pipeline, both
the current Chief Executive Officer and her
predecessor were appointed from within the
business.
The Committee supports management’s
efforts to foster a high-performance culture,
strengthen leadership capability and develop
the skills required for future success. Talent
reviews are undertaken across senior
leadership levels to identify development
opportunities, succession candidates and
potential capability gaps. These reviews are
complemented by tailored development
programmes designed to enhance the skills
and experience of current and future business
leaders.
Further information on the Group’s approach
to succession planning and leadership
development can be found in the Responsible
Business section on page starting on page 34.
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 Board
drawing on the knowledge, understanding,
skills, experience and expertise of individuals
from a range of backgrounds. The Committee
oversees the Group Diversity Policy and
monitors the effectiveness of the initiatives
that support it, recognising the importance
of diversity, inclusion and equal opportunity
in maintaining a strong talent pipeline and
supporting effective succession planning.
As part of these initiatives, whenever
external search consultancies are used in the
recruitment of Board and senior management
positions, they are asked to provide diverse
candidate lists. The Committee also supports
management’s efforts to foster an inclusive
culture throughout the Group, including
initiatives aimed at attracting, developing
and retaining diverse talent and ensuring
equal opportunities for progression, with
DE&I objectives embedded in senior leaders’
performance scorecards.
Diverse perspectives, experiences and
backgrounds across our workforce help us
better understand the needs of our clients
and, therefore, support the long-term success
of the business.
Currently, three of our eight Directors are
female (37.5%), and our two most senior
Executive positions, Chief Executive Officer
and Chief Financial Officer, are held by
women. None of our Board members are
currently from a minority ethnic background;
however, the Committee will continue to
seek diverse candidate lists when considering
future appointments and succession
opportunities. Across senior management as
a whole, 37 individuals (66%) are male and 19
(34%) are female and the table accompanying
this report provides further details of the
diversity of our Board and senior management
population.
Further details of the Group Diversity Policy
and the initiatives that support it are included
in the Responsible Business section of the
Strategic Report on page 36.
Board performance
The Committee is responsible for overseeing
an annual performance review 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 2026. 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:
• The Board would like to see more
competitor analysis
• It was felt that some Board papers could
benefit from being more succinct
• Sometimes ideas should come to the
Board earlier, before they are fully formed,
in order to allow the Board to add more
value through sharing their knowledge,
experience and expertise.
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.
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:
• Greater clarity in Board papers around
what is being requested from the Board as
sometimes the objective of papers is not
clear – The Company has now introduced
a template for Board and Committee
papers which includes a section making
clear the ask of the Board or Committee
members.
• Whilst 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. During the year, the
Company has optimised its aggregation
and centralisation of data, allowing
deeper analysis and therefore better
segmentation and targeting of clients.
• There was a desire to have a greater
number of informal gatherings where
ideas and observations can be socialised
– Holding two meetings outside London
gave the Board the opportunity to spend
more time together outside of the actual
meetings, with the trip to Edinburgh
including a Board dinner.
Following the Company’s move to the Main
Market, the Committee decided to consider
commissioning an externally facilitated
Board performance review. The Company
is currently in discussions with potential
providers, with a view to having an external
review carried out in FY27.
Corporate governance
The Company follows the UK Corporate
Governance Code and in the financial year
ending 30 June 2026, which this report covers,
reported against the 2024 version of the Code.
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
2 September 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 77
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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 5 62.5% 2 5 56%
Women 3 37.5% 2 4 44%
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) 8 100% 4 8 89%
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 11%
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.
Nomination Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202678
What clients say about us
My individual advisers understand my needs and
provide sound advice.
Brooks Macdonald Group plc Annual Report and Accounts 2026 79
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Strategic
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In our first full year of Main Market listing,
we have continued to invest in our future
success and our remuneration philosophy
has remained aligned to the delivery of
our strategy and long-term growth for our
shareholders and balancing the need to
incentivise and retain our key talent.”
John Linwood
Remuneration Committee Chair
Introduction
On behalf of the Remuneration Committee,
I am pleased to present the Directors’
remuneration report for the financial year
ended 30 June 2026 (“FY26”). The report
contains the Annual Report on Remuneration,
setting out the remuneration paid to Directors
during the year ended 30 June 2026 and the
structure of remuneration for the year ended
30 June 2027. Our current long-term incentive
plan (“LTIP”) rules expire in 2028 and therefore
new LTIP rules will be presented alongside
the Annual Report on Remuneration to
shareholders for a binding shareholder vote at
the Company’s AGM on 13 October 2026.
Business performance
During FY26, the Company began to see the
rewards of its restructuring following a year
of investment and significant change in FY25.
This was evidenced by a return to positive
net flows in its first full year of Main Market
listing with the Group’s FUMA having grown
to a record £21.7 billion, combining consistent
inflows with strong investment performance
and demonstrating the successful integration
of Brooks Financial.
The Group continues to deliver against its
strategic priorities: providing excellent client
service, expanding and strengthening client
relationships, and achieving greater scale and
efficiency. Reinvestment to build a compelling,
competitive client proposition has driven
strong momentum in the Group’s Retirement
Strategies and Global MPS solutions. The
enhanced and relaunched Brooks Macdonald
Strategic Partnerships offering has also
established a strong foundation for the adviser
businesses’ sustainable growth.
As we continue to transform our business to
create a strong platform for the future growth
of the business, increased revenues of £118.1m
and a positive flow position show significant
progress. There has been a continued focus
on targeted cost saving programmes to drive
efficiency in the business, in combination with
substantial investment in our strategy and
reduced transactional income and fee income,
resulting underlying profit before tax (“PBT”)
was £29.0m, an increase of 0.5% from FY25,
and underlying profit margin was 24.6%.
It is within this context that the Committee
considered remuneration outcomes for FY26
and reviewed the operation of the Brooks
Macdonald Directors’ Remuneration Policy
for FY27.
Incentive outcomes for FY26
No change was made to the bonus structure
from FY25 with 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 ongoing high level of investment
in the business combined with the growth
that is now being seen as a result of our
Reignite Growth strategy. This was evidenced
by strong gross revenues and net flows
performance above target, with profit and
operating efficiency outcomes broadly
on target. 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 74% of
maximum opportunity.
Remuneration Committee report
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With regard to non-financial outcomes, the
Committee’s assessment during FY26 noted
the Group’s ongoing above-benchmark
investment performance, enhancements
to key strategies and distribution channels,
and strengthening of its risk and governance
frameworks, as well as recognising the
continual expansion of Brooks Macdonald as
a brand through its external partnerships, and
the solidification of its leadership structures
through the Group.
The overall bonus outturn of 84.5% of
maximum for the CEO and 68.5% of maximum
for the CFO was reviewed by the Committee
to ensure a fair reflection against the Group’s
pay for performance principles, and to ensure
the right balance between the individual
contributions made and the overall level
of organisational performance and returns
delivered to shareholders. The Committee
considered these factors to be fully satisfied
and agreed no discretion was required to
adjust the annual bonus outcome.
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 2023 Executive
Director LTIP award was measured at the end
of FY26. The performance measures 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. The two Executive
Director participants in this plan are current
Chief Executive Officer, Andrea Montague,
and former Chief Executive Officer, Andrew
Shepherd, who as a good leaver is eligible for
service-related pro-rata awards.
The EPS outturn exceeded the threshold
outturn and a 46% vesting was approved
for this element. The ESG measures were
assessed as being fully satisfied, resulting in
an overall LTIP vesting of 51% of maximum
opportunity. The Committee determined that
for the purpose of measuring the EPS outturn
the Committee would exercise discretion
to use reported diluted EPS without any
adjustments, including to take account of
the 2025 share buy back which was a Board
decision taken to preserve shareholder value.
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 effective from the FY26 grant
following consultation with key shareholders.
This saw the introduction of Total Shareholder
Return (“TSR”) measures, equally weighted
between Absolute TSR (45%) and Relative TSR
(45%), alongside the existing basket of non-
financial measures (10%). This approach will be
consistent with that taken for FY27 grants and
ensures alignment of Executive Director pay
to shareholder interests. The TSR targets for
both awards are set out later in this report.
The FY26 awards will only vest and become
exercisable to the extent that the targets are
achieved over the three-year performance
period from FY26 to FY28 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.
Approach to executive remuneration
in FY27
The Committee approved a 3% salary
increase for the CEO and 2% increase for
the CFO. These increments are consistent
with the approach taken to salary increases
throughout the business which take into
account market positioning and performance
and fall within the workforce budget of 3%.
Effective from 1 January 2026, our employer’s
pension contributions increased from 6% to
9% of base salary for all employees, including
Executive Directors.
Annual bonus maximum opportunity is
unchanged at 150% of salary.
No change is proposed to either annual
bonus performance measures or the balance
between their individual weightings across the
scorecard. The FY27 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 Committee
considers that these measures are an
appropriate method of assessing the Group’s
growth and client-outcomes focused strategy,
are aligned to shareholder expectations and
values and continue to motivate the Executive
Directors to grow the business in a sustainable
and client-driven way.
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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.
The LTIP award level will remain at 200% of
salary and will continue to be based 90%
on financial measures, equally weighted on
relative TSR performance against the FTSE
SmallCap excluding investment trusts, and
absolute TSR performance. The remaining 10%
of the award will be subject to a basket of
non-financial measures.
Shareholders will note our move to primarily
TSR targets for our LTIP in 2025, reflecting the
importance of alignment to shareholder return
and the difficulty in setting financial target
ranges such as earnings per share during our
period of transformation. The Committee
want to ensure management are focused
on investing appropriately in the business
and delivering long-term sustainable growth
and investor returns rather than time-based
specific financial metrics. During 2026 I have
engaged with our largest shareholders to
discuss potential changes to the structure of
our long-term incentives to ensure the correct
balance between alignment with shareholder
interests and the retention and incentivisation
of our Executive Directors essential to the
delivery of our long-term business strategy. I
will continue this consultation over the coming
months.
Workforce engagement
The Board continued to ensure that workforce
engagement with the Group’s strategy and
culture is aligned across Brooks Macdonald.
The Executive Directors held quarterly
Company-wide town hall meetings to share
the Group’s progress against its goals and
allow employees to hear from different
functions in the business about the impact
of their work within the broader strategy. The
Executive Directors and Executive Committee
have been active in visiting the offices across
the UK, and Board meetings have been held
in regional offices to allow staff to engage
directly with senior management with a focus
on embedding the Group’s culture. This has
been strengthened by the creation of a Senior
Leadership Team to promote leadership and
accountability at a regional and functional
level. The Company also spent time reviewing
the outcomes of its employee engagement
survey, ‘Speak up’ at both the Group and
departmental levels. In addition to increasing
the pension benefit for all employees, the
Company continues to look to use employee
feedback as a key driver for change in the
business and runs the Speak up survey
annually to continuously capture employee
sentiment.
Non-Executive Director fees
Following a review of Non-Executive Director
fees, the Non-Executive Director base fee
and the Chair fee is increased by 3% for FY27
aligned to the wider workforce salary budget.
Long-term incentive plan rules
Our current LTIP rules were adopted when
the Company was listed on AIM and are
approaching the end of their normal 10-year
term. The Board will therefore bring new LTIP
rules to shareholders for approval at the 2026
AGM. These new LTIP rules will reflect the
structure of our current LTIP, with relevant
updates to reflect current Main Market
practice.
The terms of the new LTIP will be
appropriately linked to the Policy, including
the limit on individual awards to Executive
Directors. The AGM notice will provide detail
of the terms of the LTIP rules. In particular,
we are removing the 15% in 10 years dilution
limit for all share awards and adopting a
standard 10% in 10 years limit for all share
awards, consistent with market practice and
the Investment Association’s Principles of
Remuneration.
Summary
The Remuneration Committee is satisfied
that the remuneration outcomes for FY26
demonstrate a clear alignment between pay
and performance.
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 LTIP rules 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 202682
Annual report on remuneration
Activities of the Committee during
the year
During the reporting period the Committee
reviewed, monitored and oversaw changes
to, and effective implementation of, the
Group’s remuneration policies, ensuring
continued compliance in a changing regulatory
environment and the delivery of fair outcomes
for shareholders.
Key activities of the Committee during the
year have included:
• Review and development of new Long
Term Incentive Plan rules, taking account
of the Group’s Main Market listing,
developments in market practice and the
upcoming expiry of the current plan rules
in 2028.
• Review and approval of all Executive
Director variable remuneration schemes,
including the structure, opportunity and
performance measures for the annual
and long-term incentive plans, along with
their associated target ranges, ensuring
continued alignment to the Group’s
strategic priorities and shareholder
outcomes.
• 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 outcomes.
• 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.
• The review and approval of all material
guaranteed variable compensation offered
to new hires and existing employees,
including share awards.
• Review and increase to the Chair fee.
• Review and approval of the FY26 Annual
Remuneration Report.
• Review and approval of the FY25 Gender
Pay Gap Report.
• Review and approval of an internal
Remuneration Policy document to more
clearly frame Group remuneration across
all groups of staff.
• Completion of 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 Chief Financial Officer
Andrea Montague Katherine Jones
Base salary
£473,800 £386,250
Pension and
ancillary
benefits
Pension contribution equal to 6% of salary, increasing to 9% from
1 January 2026 – aligned to the wider workforce
Taxable benefits relate to the provision of medical insurance benefit
Short-term
incentive plan
• Max: 150% of salary
• Outcome: 84.5% of maximum
• Max: 150% of salary
• Outcome: 68.5% 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”)
2025 LTIP grant
• Annual grant: 200% of salary
• Performance conditions: Absolute Total Shareholder Return
(45%), Relative Total Shareholder Return (45%) and non-financial
measures (10%)
• Structure: 3-year performance period, cliff vesting and 2-year
holding period
2023 LTIP vesting
• Award held by Andrea Montague, vesting at 51% of maximum
opportunity
Minimum share
ownership
guidelines
• 200% of salary
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Single Total Figure of Remuneration for the financial years ending 30 June 2026 and 30 June 2025 - Audited information
£’000 Year
Salary and
fees
Taxable
benefits
1
Annual
bonus
2
Long-term
incentives
3
SAYE
4
Pension-
related
benefits Total
Executive Directors
Andrea Montague 2026 474 3 600 298 – 37 1,412
2025 460 2 545 – – 25 1,032
Katherine Jones 2026 386 3 397 – – 31 817
2025 250 2 296 – – 13 561
Executive total 2026 860 6 997 298 – 68 2,229
2025 818 4 841 – – 38 1,593
Non-Executive Directors
Maarten Slendebroek 2026 224 – – – – – 224
2025 220 – – – – – 220
Robert Burgess 2026 96 – – – – – 96
2025 95 – – – – – 95
Dagmar Kershaw 2026 76 – – – – – 76
2025 75 – – – – – 75
John Linwood 2026 84 – – – – – 84
2025 82 – – – – – 82
James Rawlingson 2026 84 – – – – – 84
2025 82 – – – – – 82
Euan Munro
5
2026 41 – – – – – 41
Non-Executive total 2026 605 – – – – – 606
2025 554 – – – – – 554
Total remuneration 2026 1,467 6 997 298 – 68 2,836
2025 1,264 4 841 – – 38 2,147
1
Taxable benefits relate to the provision of medical insurance for all Executive Directors.
2
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).
3
2026 LTIP value for Andrea Montague reflects the vesting value of 21,828 nil-price share options for the 2023 LTIP, where the performance period ended on 30 June 2026. The value shown was based on the three-month average share price
for the period April to June 2026 of £13.662. The grant price per share was £17.55 and no gain was achieved through share price appreciation. Katherine Jones did not hold a 2023 LTIP award.
4
No Executive Director participated in the 2023 SAYE scheme that matured in FY26 and no gains were therefore realised.
5
Euan Munro’s FY26 fees reflect his appointment part-way through FY26.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202684
Salary
The CEO’s base salary of £473,800 and CFO’s
base salary of £386,250 applied from the start
of FY26.
Benefits and pension
Executive Directors received a pension
contribution equal to 6% of salary, until
1 January 2026 when it increased to 9% of
salary. This 9% contribution is aligned to the
rest of the workforce. Taxable benefits relate
to the provision of private medical insurance.
Annual variable pay outcomes
for year ended 30 June 2026 –
Audited information
FY26 annual bonus performance
targets
The measures and weightings for the FY26
annual bonus as set out below are unchanged
from FY25 as they continue to align with the
Group’s strategic priorities and support its
growth ambitions.
Target ranges were established for all
financial measures using budgeted and other
relevant target values, taking account of
market consensus expectations and sector
performance. Non-financial objectives
continued to align with the Group’s ‘Reignite
Growth’ strategy, focusing on client, risk and
people-related deliverables, with objective
and measurable targets in areas such as
investment performance and diversity, equity
and inclusion (DE&I).
The results are as follows:
Category Measure Weighting
% of salary at
maximum Threshold
1
Target
1
Maximum
1
Actual outturn
for FY26
% of
maximum
awarded for
criteria
% of base
salary
awarded for
these criteria
Revenue Revenues (£m) 20.00% 30.00% 109.8 116.8 120.3 118.1 79.0% 23.70%
Net Flows Net Flows (%) 20.00% 30.00% (2.0) 1.0 2.5 1.4 75.6% 22.68%
Profitability and operating efficiency Underlying PBT (£m) 6.66% 10.00% 27.3 30.0 31.3 29.0 54.3% 5.43%
Underlying PBT Margin (%) 6.66% 10.00% 22.6 24.9 26.0 24.6 62.3% 6.23%
Cost/Income Ratio (%) 6.66% 10.00% 84.5 77.5 74.0 75.4 86.7% 8.67%
Total 60.00% 90.00% 74.12% 66.71%
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 FY26 non-financial objectives (40% of overall opportunity)
Incentive outcomes against non-financial objectives continued to be assessed against four main strategic objectives: Strategy, Client, People and Risk. This is maintained from the approach taken
in FY25. Quantitative measures continue to underpin a consistent and objective assessment of performance against each category. For example, investment performance has been measured
against that of our direct competitors via the ARC wealth management series of benchmarks, direct hiring statistics are taken into account to measure success against People objectives, and risk
performance continues to be assessed with reference to the Group’s monitored conduct risk driver score. Bonus outcomes are reflective of overall organisational outcomes, as well as the relative
contributions from each Executive Director.
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The assessment of delivery against non-financial objectives was conducted by the Committee, who determined the view of overall organisational outcomes as follows:
Strategic
objective Objective(s) Performance in FY26
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
• Strong delivery on the strategy to Reignite Growth, resulting in a return to sustained positive net inflows of
£600m year-on-year and record total FUMA of £21.7 billion.
• The reshaping of the Group’s distribution model, implementing detailed regional sales plans and revised
remuneration scheme, has resulted in further expansion of the Group’s IFA network. The relaunch of Brooks
Macdonald Strategic Partnerships has further enhanced the Group’s ability to support adviser businesses across
governance, operations and growth.
• Broadening of external partnerships, including BAFTA and Henley Royal Regatta, increasing brand visibility and
enabling the business to access new client groups.
• The Group remains active in identifying targeted, value-accretive M&A opportunities to continue to increase
scale and broaden our offering to our clients.
• A continued focus on efficiencies, balancing investment in growth with targeted cost reductions.
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
higher risk bespoke portfolios outperforming ARC benchmarks over one-, three-, five- and 10-year periods
across higher risk profiles as of 30 June 2026 and further outperformance in lower risk profiles.
• Further strengthening of internal governance and oversight and focus on Consumer Duty ensures we continue to
deliver consistent, best in class client outcomes across all the Group’s products and services.
• Product development has remained aligned to client needs with the continuous improvement of product and
service offerings to clients, including enhancement of Retirement Strategies and the Global Managed Portfolio
Service.
Strong
People Focus on enhancement of
leadership capability within the
business, and development of
performance management and
internal career frameworks aligned
to the Group’s strategic priorities,
alongside developing DE&I
ambitions.
• Key hires made in the Executive leadership team, including the Chief People Officer and Chief Investment
Officer, continuing the Group’s drive to build strong leadership capability and organisational alignment across all
functions.
• Focus on leadership and accountability throughout the organisation, demonstrated by the introduction of a
Senior Leadership Team with representation from all functions, and the introduction of Regional Heads in the
Investment Management and Financial Planning functions to create greater ownership of delivery across the
Group.
• Gender diversity across the Group continues to be a strong focus at all levels with 45% female representatives
on the Executive Committee matched by 45% female hires in all positions over the course of the financial year.
• Employee engagement levels have remained high through increased internal communication of Group strategy
and strong regional engagement with senior leaders.
Strong
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202686
Strategic
objective Objective(s) Performance in FY26
Performance assessment
against objective
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.
• The Group’s governance and regulatory framework has been continually enhanced through the year, with
increased ownership and oversight in the Group’s approach to Consumer Duty and strengthening of operational
resilience and control effectiveness throughout technological advancement.
• Controls and governance structures have been embedded to manage risks in relation to AI, innovation
governance and regulatory reporting.
• Engagement with the FCA has been enhanced to reinforce a constructive and transparent relationship with the
regulator.
Strong
Reflecting the overall contribution of the Executive Directors against each of the non-financial measure categories, the Committee supported the award of the maximum non-financial bonus of 40%
of total opportunity to the CEO and the award of 24% of total opportunity to the CFO.
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 FY26 bonus – Audited information
Name Role
% of max financial
performance
achieved
% of max
non-financial
performance
achieved
Overall % of max
achieved
Total FY26 bonus
award payable
£’000
1,2
Cash portion (2/3
total value – £000’s)
Deferred shares
portion (1/3 total
value – £000’s)
FY26 bonus
award as a % of
base salary
Andrea Montague Chief Executive Officer 74.1% 100.0% 84.5% 600 400 200 126.4%
Katherine Jones Chief Financial Officer 74.1% 60.0% 68.5% 397 264 132 102.7%
1
The annual base salaries referenced for the FY26 bonus awards for the CEO and CFO are £473,800 and £386,250, respectively.
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Outcome of the 2023 Executive
Director LTIP – Audited information
The outcome for the 2023 Executive
Director LTIP award is set out below. The two
participants in this plan are incumbent Chief
Executive, Andrea Montague, and former Chief
Executive, Andrew Shepherd, who is eligible
for service-related pro-rata awards.
With FY26 underlying diluted EPS of 137.9
pence per share being delivered, the EPS
outturn exceeded the threshold value of 128.0
pence per share and vested at 46% according
to the linear scale between threshold and
target payout. The Committee determined
that for the purpose of measuring the EPS
outturn the Committee would exercise
discretion to use reported diluted EPS without
any adjustments, including to take account of
the 2025 share buyback which was a Board
decision taken to preserve shareholder value.
The Committee’s assessment of ESG
performance concluded that the targets
of continuous improvement in 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 continued its
diverse hiring practices, with 45% female hires
in the year, progress on climate activity against
our ambition to be net zero by 2030, including
reducing scope 1 and 2 energy consumption
by 20% in FY26, and ongoing integration of
ESG and climate considerations into the
Group’s asset selection and monitoring
strategy. Full details of progress made can be
found in our Task Force on Climate-related
Disclosures report, published in 2025. On this
basis, the maximum outturn of 10% of overall
opportunity was awarded for ESG measures.
The full 2023 Executive Director LTIP outturn is confirmed, as follows:
2023 Executive Director LTIP measure Weighting
Threshold
(25% pay-out)
Target
(50% pay-out)
Maximum
(100% pay-out)
Actual for
FY26
% of maximum
awarded for
measure
% of base salary
awarded for
this measure
Underlying diluted Earnings Per Share (pence) 90% 128p 140p 160p 137.9p 46% 92%
ESG policy goals 10% Partially Satisfied Mostly Satisfied Fully Satisfied Fully Satisfied 100% 20%
The number of shares vesting for Andrea Montague as a result are set out below. There is a holding period of a further two years from the date of vesting. The outturn for Andrew Shepherd is detailed
in the payments to former directors section, on page 92.
Executive Director Date of grant Date of vesting
Number of shares
at grant
Number of shares
to vest
Number of shares
to lapse
Value of shares
vesting
1
Andrea Montague 23 October 2023 23 October 2026 42,748 21,828 20,920 £298,205
1
The value is based on the three-month average share price for the period April to June 2026 of £13.662.
Deferred bonus share awards granted during the financial year – Audited information
One-third of the FY25 bonuses awarded to both current CEO, Andrea Montague, and CFO, Katherine Jones, 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
Andrea Montague 1/3 of annual bonus 25 Sep 2025 10,243 182 25 Sept 2026/2027/2028
Katherine Jones 1/3 of annual bonus 25 Sep 2025 5,567 99 25 Sept 2026/2027/2028
1
Based on a Brooks Macdonald Group share price of £17.74, being the average mid-market price over the five-day period prior to 25 September 2025.
Remuneration Committee report continued
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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 04-Nov-25 54,696 948 30-Jun-28 04-Nov-28 04-Nov-30
Katherine Jones 200% of salary 04-Nov-25 44,589 773 30-Jun-28 04-Nov-28 04-Nov-30
1
Based on a Brooks Macdonald Group share price of £17.325, being the average mid-market price over the five-day period prior to 04 November 2025.
The performance measures for these LTIP awards were developed by the Committee in consultation with our largest shareholders. The award is subject to absolute TSR and relative TSR, equally
weighted at 45% each, and the non-financial measures basket weighted 10%.
The non-financial measures focus on the three categories of achievement: Strategy, Client Outcomes and People and Culture. Performance will be measured on the Group’s progress against its
Reignite Growth strategy initiatives, key qualitative and quantitative outcomes on Consumer Duty outcomes and 3-year investment performance against relevant ARC benchmarks, and people
metrics including employee engagement, retention of key talent and voluntary turnover.
The table below sets out the LTIP measures and target ranges. Vesting outcomes are applied based on a linear vesting scale between threshold and maximum performance:
Performance measure Weighting
Threshold
(25% of maximum)
Maximum
(100% of maximum)
Absolute TSR 45% 5% CAGR 8% CAGR
Relative TSR vs the FTSE SmallCap excl. Investment Trusts 45% Median Upper Quartile
Non-financial outcomes 10% Partially 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 FY26 to FY28, 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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 89
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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. 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.
As explained earlier in this report, new LTIP rules will be brought to shareholders for approval at the 2026 AGM. The new LTIP rules remove the existing 15% in 10 years dilution limit for all share awards
(which was put in place when the Company was listed on AIM) and adopts a standard 10% in 10 years limit for all share awards, consistent with market practice and the Investment Association’s
Principles of Remuneration.
Directors’ share interests – Audited information
At 30 June 2026, 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 2026
2
(£’000)
Qualifying
shareholding vs
requirement
5
Executives
Andrea Montague
1
200% 8,000 2,467 15,178 149,747 2,396 72.5%
Katherine Jones
1
200% 4,455 – 5,567 97,129 1,463 18.8%
Non-Executives
Maarten Slendebroek N/A 8,175 – – – 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
Euan Munro N/A 26,000 – – – N/A N/A
Total 51,314 2,467 20,745 246,876 3,859
1
The Executive Directors have a shareholding requirement of 200% of salary to be achieved within the first 5 years of service as Executive Director. Both Executive Directors are within their first 5 years of service.
2
The value shown is based on the Brooks Macdonald three-month average share price for the period April to June 2026 of £13.662.
3
2023, 2024 and 2025 LTIP grants were made to Andrea Montague, and 2024 and 2025 LTIP grants were made to Katherine Jones.
4
The holdings shown excludes consideration of FY26 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 be
undertaken, and, ii) the value net of tax and national insurance which assumes a 47% overall withholding rate.
Vesting profile of all share awards
The following tables set out details of the Directors’ share awards and their vesting profile.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202690
Deferred Bonus Plan – Audited information
A Montague
Grant date
Exercise price
(p)
Options at
1 July 2025
Granted
during year
Exercised
during year
Market value of
exercises (£’000)
Lapsed
during year
Forfeited
during year
Options at
30 June 2026 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
25/09/2025 – – 3,414 – – – – 3,414 25/09/2026 25/09/2035
25/09/2025 – – 3,414 – – – – 3,414 25/09/2027 25/09/2035
25/09/2025 – – 3,415 – – – – 3,415 25/09/2028 25/09/2035
Total 7,402 10,243 – – – – 17,645
K Jones
Grant date
Exercise price
(p)
Options at
1 July 2025
Granted
during year
Exercised
during year
Market value of
exercises (£’000)
Lapsed
during year
Forfeited
during year
Options at
30 June 2026 Vesting date Expiry date
25/09/2025 – – 1,855 – – – – 1,855 25/09/2026 25/09/2035
25/09/2025 – – 1,855 – – – – 1,855 25/09/2027 25/09/2035
25/09/2025 – – 1,857 – – – – 1,857 25/09/2028 25/09/2035
Total – 5,567 – – – – 5,567
LTIP conditional awards – Audited information
A Montague
Grant date
Exercise price
(p)
Conditional
Shares Options
at 1 July 2025
Granted
during year
Exercised
during year
Market value of
exercises (£’000)
Lapsed
during year
Forfeited
during year
Unvested
Conditional
Share Options at
30 June 2026
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
04/11/2025 – – 54,696 – – – – 54,696 04/11/2028 04/11/2035
Total 95,051 54,696 – – – – 149,747
1
The unvested conditional share options total reflects the number of options prior to the assessment of the performance conditions.
K Jones
Grant date
Exercise price
(p)
Conditional
Shares Options
at 1 July 2025
Granted
during year
Exercised
during year
Market value of
exercises (£’000)
Lapsed
during year
Forfeited
during year
Unvested
Conditional
Share Options at
30 June 2026
1
Vesting date Expiry date
27/02/2025 – 52,540 – – – – – 52,540 21/10/2027 22/10/2034
04/11/2025 – – 44,589 – – – – 44,589 04/11/2028 04/11/2035
Total 52,540 44,589 – – – – 97,129
1
The unvested conditional share options total reflects the number of options prior to the assessment of the performance conditions.
Brooks Macdonald Group plc Annual Report and Accounts 2026 91
Company
Financial Statements
Financial
Statements
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
2025
Granted during
year
Exercised during
year
Forfeited during
year
Options at 30
June 2026 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
2025
Granted during
year
Exercised during
year
Forfeited during
year
Options at 30
June 2026 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
Payments to former Directors – Audited Information
The approach to remuneration and actual payments made to the former Chief Executive, Andrew
Shepherd, in the FY25 reporting period were described in the 2025 Annual Remuneration Report.
The value of his 2023 LTIP award vesting based on performance set out in this report is £193,679
which is based on 14,177 shares vesting valued at £13.662, being the three-month average share
price for the period April to June 2026.
Payments for loss of office
There were no payments made for loss of office in the reporting period.
Share performance graph
The below chart compares Brooks Macdonald performance to that of the FTSE Small Cap index,
of which the Company is a constituent.
Value (£)
Brooks Macdonald Group FTSE Small Cap
0
50
100
150
200
250
30 Jun 2630 Jun 2530 Jun 2430 Jun 2330 Jun 2230 Jun 2130 Jun 20
Table of historic levels of CEO pay
FY21
1
FY22 FY23 FY24 FY25
3
FY26
Listing
AIM AIM AIM AIM
AIM /
Main Market
Main
Market
Single figure
remuneration (£’000) 549 1,419 878 946 1,209 1,412
Annual bonus payout
(% of maximum) 0.0 87.3 67.5 68.5 79.0 84.5
Vesting of LTIP
(% of maximum)
2
25.0 25.0 25.0 10.0 10.0 51.0
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 and the performance outturns under the LTIP are shown from FY24
onwards 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. Their pay has been combined for the purposes of this table.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202692
FY26 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 FY26 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 FY26 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
2026 1,412 Option B 29:1 18:1 11:1
Year
Supporting
Information
25th Percentile
(£) Median (£)
75th Percentile
(£)
2026 Salary 44,167 68,429 105,833
2026 Total pay
and benefits 48,592 76,711 131,866
The quartile positions were identified using the 5 April 2025 gender pay gap snapshot date that
formed the basis of the latest gender pay gap results published by the Company in April 2026.
The earnings published for these quartiles reflect the earnings of the identified employees in the
FY26 reporting period. This basis aligns the reporting timeframe of employee pay with that of the
CEO remuneration reported in the FY26 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 first
LTIP performance assessment for the CEO taking place in FY26, it was anticipated that the ratio
would widen in comparison to FY25. It should be expected that the ratio will vary from year to
year because of the variable pay elements included in the Chief Executive’s remuneration.
Historical CEO pay ratio data can be found below:
Year
CEO Single
Figure (£’000s) Method
25th Percentile
pay ratio
Median pay
ratio
75th Percentile
pay ratio
2025 1,032 Option B 22:1 13:1 6:1
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.
Year
2025
£m
2026
£m % change
Distribution to shareholders
1
12,523 12,893 3.0%
Total employee pay
2
51,035 64,163 25.7%
1
For FY25, the distribution to shareholders reflects the combined value of the FY25 interim dividend (£4,823m –
30.0p per share) paid in FY25, and the FY25 final proposed dividend (£7,9m – £51.0p per share) paid in early FY26.
For FY26, the distribution to shareholders reflects the combined value of the FY26 interim dividend (£4,793m
– 31.0p per share) paid in FY26, and the FY26 final proposed dividend (£8.1m – £52.0p per share) to be paid in
early FY27.
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.
Remuneration Committee
The members of the Committee as at the end of the FY26 reporting period are John Linwood
as Chair, Dagmar Kershaw, Robert Burgess, James Rawlingson and Euan Munro. Maarten
Slendebroek attends the Committee but is not a member.
There were five scheduled Committee meetings during FY26, 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 £46,000 + VAT for the
FY26 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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 93
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Implementation of the policy in FY27
Overview of the implementation of Remuneration Policy in the year FY27
CEO
Andrea Montague
CFO
Katherine Jones
Base Salary
£488,000 £394,000
Pension and
ancillary
benefits
Pension contribution of 9% of salary, 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 • Annual grant: 200% of salary
Performance conditions: Absolute TSR (45%), Relative TSR versus FTSE
SmallCap Index excluding investments trusts (45%) and non-financial
outcomes (10%)
Base salary and benefits
The CEO salary was increased by 3% in line with the overall workforce salary budget, and the
CFO salary was increased by 2%, reflecting that the Company operates a targeted approach to
salary increases.
There are no changes to pension and benefits for FY27.
FY27 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 FY26.
Financial category Category measure(s)
Weighting within overall
bonus
Revenue FY27 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 FY27 Annual Remuneration Report, along with the 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.
Remuneration Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202694
2026 LTIP
The maximum LTIP opportunity for Executive Directors will remain at 200% of salary for the 2026
LTIP grant. The Committee agreed that the use of Total Shareholder Return, evenly split between
Absolute TSR and Relative TSR, continue to be appropriate measures to encourage long-term
growth and the target ranges for each measure are unchanged as set out below:
Performance measure Weighting
Threshold
(25% of maximum)
Maximum
(100% of maximum)
Absolute TSR 45% 5% CAGR 8% CAGR
Relative TSR 45% Median Upper Quartile
Non-financial outcomes 10% Partially Satisfied Fully Satisfied
The non-financial measures will continue to focus on the same three categories of achievement
as in FY25: Strategy, Client Outcomes and People and Culture. Performance will be measured a
number of areas for each category, including but not limited to:
Reignite Growth strategy:
• Attraction and retention of top talent
• Innovation and efficiency over the period
Client Outcomes:
• 3-year investment performance against ARC benchmarks
• Qualitative and quantitative measures against Consumer Duty outcomes
People and Culture:
• Employee engagement
• Regretted leavers
• Workforce diversity
Vesting outcomes will continue to be applied based on a linear vesting scale between threshold
and maximum performance. The awards will only vest and become exercisable to the extent that
above threshold performance is delivered over the three-year performance period from FY27
to FY29, inclusive. Following vesting, any resulting share options are subject to a further two-year
holding period. Malus and clawback provisions will also apply to the awards.
Non-Executive Director remuneration for the financial year
ending 30 June 2027
The fee for the Chair of the Board and the Non-Executive Director base fee increased by 3%
from the beginning of FY27. There are no immediate changes to the other fees.
Fee structure between FY26 and FY27 is shown in the below table.
FY27
£’000
FY26
£’000
Change in
fees
Chair fee 231.1 224.4 3.0%
Non-Executive Director base fee 73.5 71.4 3.0%
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 2025
AGM
Votes for %
Votes
against %
Total votes
withheld
Approval of the Directors’
Remuneration report 13,440,650 98.89% 150,649 1.11% 2,899
Approval of the Directors’
Remuneration Policy 13,382,446 98.47% 207,943 1.53% 3,809
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
2 September 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 95
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
The business maintained its focus on further
embedding Consumer Duty, promoting
positive client outcomes and reviewing the
effectiveness of the Group’s risk management
and internal control framework and
monitoring its principal risks.”
Robert Burgess
Risk and Compliance Committee Chair
Chair comment
As Chair of the Risk and Compliance
Committee, I am pleased to present the
Committee’s report for the year ended
30 June 2026.
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
operational risk exposures, further embedding
the Consumer Duty and AI governance and
controls, reviewing the effectiveness of the
Group’s risk management and internal control
framework and monitoring its principal risks
in light of the enhancements required under
Provision 29 of the UK Corporate Governance
Code 2024.
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 the Company’s
independent Non-Executive Directors. These
are Robert Burgess, John Linwood, Dagmar
Kershaw, James Rawlingson and Euan Munro,
with further attendance from the Chair of the
Board, CEO, CFO, CRO and Heads of Risk and
Compliance. 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 2026 is set out in the summary
table on page 70.
Risk and Compliance Committee report
Brooks Macdonald Group plc Annual Report and Accounts 202696
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 his overview and a quarterly update on
the firm’s risk management and control 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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 97
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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
Regulatory development
Reviewed key risks in relation to regulatory change with specific focus on further embedding the Consumer Duty, TCFD, Accelerated
(T+1) settlement and amendments to the UK Corporate Governance Code 2024
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.
AI Governance
Reviewed the AI governance infrastructure, delivery lifecycle and enterprise risks identified
Client money and assets (“CASS”) framework
Reviewed the structure and operating effectiveness of the Group’s CASS framework.
Focus for FY27
The Committee will continue its focus on any
emerging risks and regulatory developments
that may materialise. Key areas of focus will
be monitoring investment and suitability risks,
risks relating third-parties and outsourced
controls and the ongoing integration,
governance and external threats relating to AI
tools and technology. 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 2026.
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
Risk and Compliance Committee report continued
Brooks Macdonald Group plc Annual Report and Accounts 202698
What advisers say about us
I have been with my personal adviser for a great many
years. I have always been very satisfied.”
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Brooks Macdonald Group plc Annual Report and Accounts 2026 99
The Directors present herewith their Annual Report, together with the audited financial statements of the Group for the year ended
30 June 2026.
Principal activities and
business review
Brooks Macdonald specialises in providing
wealth management, financial planning and
investment advice in the UK. The Company
is a public limited company whose shares
are traded on the 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 02 to 55. (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 56 (DTR rule 7.2.1R). The Statement of
Directors’ responsibilities (DTR rule 4.1.5R)
is on page 102. 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 16 to 19 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 34.
Results and dividends
The Group’s statutory profit before taxation for
the year ended 30 June 2026 was £3,187,000
(2025: £17,519,000) and the statutory profit after
taxation was £2,418,000 (2025: £11,630,000).
The Directors recommend a final dividend
of 52.0p (2025: 51.0p) per share subject to
approval by the shareholders at the AGM on
13 October 2026. Once approved, this will be
paid on 6 November 2026 to shareholders on
the Company’s register at close of business
on 18 September 2026. An interim dividend
of 31.0p (2025: 30.0p) per share was paid on
10 April 2026. This results in total dividends for
the year ended 30 June 2026 of 83.0p (2025:
81.0p) per share, representing a total estimated
dividend payment to shareholders of £8.1m
(2025: £7.9m).
Share capital
At the 2025 AGM, pursuant to Section 551
of the Companies Act 2006, shareholders
approved a resolution giving the Board
authority to allot 5,326,500 shares (being just
less than one third of the issued share capital at
10 September 2025). Details of the Company’s
authorised and issued share capital, and
movements thereof, are set out in note 29 to
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
On 28 January 2025, the Company announced
a share buyback programme of up to
£10 million, which was due to complete in
September 2025. On 4 September 2025,
the Company announced that it intended
to continue this buyback programme and
did so until 24 October 2025. The buyback
programme resulted in the repurchase in
aggregate of 643,330 of the Company’s
ordinary shares with an aggregate nominal
value of approximately £6,433 (this represented
approximately 3.89% of the Company’s issued
share capital as at 28 January 2025). 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 90 to 92.
Number of shares 2026 2025
Chair
Maarten Slendebroek 8,175 1,375
Executive Directors
Andrea Montague 8,000 8,000
Katherine Jones 4,455 4,455
Non-Executive Directors
John Linwood 300 300
Dagmar Kershaw 840 840
Robert Burgess 3,044 3,044
James Rawlingson 500 500
Euan Munro
1
26,000 N/A
1
Euan Munro was appointed as a Director on
3 December 2025.
Employee share plans
Details of employee share plans are outlined
in note 31 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 78,717 shares and sold or
transferred out 162,521 shares.
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 34 to 40.
Political donations
The Group did not make any political
donations during the year (2025: £nil).
Report of the Directors
Brooks Macdonald Group plc Annual Report and Accounts 2026100
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 52 to 54.
Financial risk management
and policies
Details of the Group’s financial risk
management objectives and policies are set
out in note 33 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 38 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.
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 55, 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 2026 AGM will be held at 9am on
13 October 2026 at our head office at 40
Leadenhall 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 following table shows the notifiable
holdings of major shareholders in the voting
rights of the Company in accordance with
DTR Rule 5.1.2, as at 30 June 2026.
Shareholder
Number of
shares
% of total
voting rights
Gresham
House Asset
Management 3,913,706 24.65
Aberforth
Partners 2,622,558 16.52
Liontrust Asset
Management 1,678,812 10.57
Jupiter Asset
Management 1,434,401 9.03
Brooks
Macdonald
Asset
Management 1,013,404 6.38
Artemis
Investment
Management 729,575 4.60
On 3 August 2026 the Company was notified
that Liontrust Asset Management’s holding
had reduced to 1,549,398 shares (9.76%).
On 1 September 2026 the Company was
notified that whilst Aberforth Partners
remained interested in a total of 2,622,558
shares, they only held voting rights for 1,787,188
of these shares (11.26%).
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
2 September 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 101
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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 Directors’ Remuneration
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 and accounts, 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 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 Directors’ report 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
2 September 2026
Statement of Directors’ responsibilities
in respect of the financial statements
Brooks Macdonald Group plc Annual Report and Accounts 2026102
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 2026 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:
• Consolidated statement of financial
position as at 30 June 2026
• Company statement of financial position
as at 30 June 2026
• Consolidated statement of
comprehensive income for the year
then ended
• Consolidated statement of changes in
equity for the year then ended
• Consolidated statement of cash flows for
the year then ended
• Company statement of changes in equity
for the year then ended
• Company statement of cash flows for the
year then ended
• Notes to the financial statements,
including 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
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 8, 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
25 legal entities across the UK during the
reporting period. We conducted audit
testing over eight legal entities. Taken
together, our audit work accounted for
more than 95.77% of group revenues.
Key audit matters
• Recognition of investment management
fees (group)
• Impairment of investment in subsidiaries
(parent)
• Valuation of goodwill (group)
Materiality
• Overall group materiality: £1,180,000
(FY25: £1,154,800) based on 1% of revenue
(FY25:5% of adjusted profit before tax).
• Overall company materiality: £1,075,200
(FY25: £1,067,150) based on 1% of net
assets.
• Performance materiality: £885,000 (FY25:
£866,100) (group) and £806,400 (FY25:
£800,350) (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.
Valuation of goodwill is a new key audit matter
this year. The acquisition accounting regarding
the acquisitions of CST Wealth, Lucas Fettes
and LIFT; and the accounting and disclosure
of the disposal of BMI, which were key audit
matters last year, are no longer included
because of their relevance to the current year.
Otherwise, the key audit matters below are
consistent with last year.
Independent Auditors’ report
to the members of Brooks Macdonald Group plc
Brooks Macdonald Group plc Annual Report and Accounts 2026 103
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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 £68.4 million represent approximately 58% of the group’s £118.1
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.
Impairment of investment in subsidiaries (parent)
The parent company holds investments in subsidiaries of £112.2
million, as set out in Note 45 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, resulting in the recognition of a £2 million
impairment charge against investments in subsidiaries.
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. Where an impairment was recognised, we verified that the
investment had been appropriately written down to its underlying net asset value and that the resulting carrying amount was
in accordance with the requirements of the applicable accounting standards. We did not identify any evidence of material
misstatement in relation to the impairment recognised.
Independent Auditors’ report continued
to the members of Brooks Macdonald Group plc
Brooks Macdonald Group plc Annual Report and Accounts 2026104
Key audit matter How our audit addressed the key audit matter
Valuation of goodwill (group)
Goodwill is set out in Note 15 to the financial statements. The
valuation of goodwill is a key audit matter due to the magnitude
of the balance and the significant judgement involved in
management’s impairment assessment, particularly for the
Financial Planning and Funds CGUs. Goodwill allocated to the
Group’s cash-generating units (“CGUs”) at 30 June 2026 comprised
£40.2 million for Financial Planning, £11.1 million for Investment
Management and £12.0 million for Funds. Goodwill is not amortised
and is tested annually for impairment using value-in-use models.
These models require judgement in determining the appropriate
CGUs and in estimating future cash flows, including forecast
revenue growth, forecast costs, terminal growth rates and discount
rates. During the year, management revised the Group’s CGU
structure following operational changes and the integration of
acquired businesses, including the integration of the acquired
financial planning businesses under Brooks Financial. Management
concluded that the former acquisition-based businesses no longer
represented the lowest level at which largely independent cash
inflows were generated and reallocated goodwill from the former
acquisition-based CGUs to three revised CGUs: Financial Planning,
Investment Management and Funds. We focused our audit work
on the Financial Planning and Funds CGUs because these CGUs
had lower headroom and were more sensitive to reasonably
possible changes in the key assumptions. The Investment
Management CGU had substantial headroom and was therefore
not included within the significant valuation risk.
We performed the following procedures in relation to the valuation of goodwill:
• We assessed the appropriateness of the revised CGU structure and the allocation of goodwill to the Financial Planning,
Investment Management and Funds CGUs, considering the operational changes during the year and the level at which
largely independent cash inflows are generated.
• We tested the mathematical accuracy of the value-in-use models and agreed the carrying amounts and forecast cash flows
to supporting records and Board-approved forecasts;
• For the Financial Planning and Funds CGUs, we compared prior-period forecasts with actual results and assessed the
reasonableness of forecast revenue growth and costs against historical performance, the Group’s medium-term plan,
entity-specific evidence and relevant market information;
• With the assistance of our valuation experts, we assessed the discount rates by evaluating the methodology and
benchmarking the key inputs against market data;
• We performed sensitivity analyses over forecast revenue growth, costs, terminal growth rates and discount rates, including
combined sensitivities over revenue growth, costs and discount rates;
• We considered qualitative impairment indicators and contradictory evidence, including forecast variances, movements in
Funds under Management, net flows and current trading performance; and
• We assessed the adequacy of the related financial statement disclosures.
Based on the procedures performed and evidence obtained, we considered management’s conclusion that no impairment of
goodwill was required at 30 June 2026 to be supportable.
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 25 legal entities
across the UK during the reporting period.
We conducted audit testing over eight legal
entities. Across these legal entities, two 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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 105
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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
£1,180,000 (FY25: £1,154,800). £1,075,200 (FY25: £1,067,150).
How we determined it
1% of revenue (FY25: 5% of adjusted profit
before tax)
1% of net assets
Rationale for benchmark applied
Revenue is a generally accepted auditing
benchmark. The change in benchmark is
due to the volatility in profit before tax in
the current year.
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
£947,629 and £1,121,000. 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% (FY25: 75%) of
overall materiality, amounting to £885,000 (FY25: £866,100) for the group financial statements and
£806,400 (FY25: £800,350) for the company financial statements.
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 £59,000
(group audit) (FY25: £57,750) and £53,760
(company audit) (FY25: £53,350) 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
FY26 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; and
• 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.
Independent Auditors’ report continued
to the members of Brooks Macdonald Group plc
Brooks Macdonald Group plc Annual Report and Accounts 2026106
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 2026
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.
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.
Brooks Macdonald Group plc Annual Report and Accounts 2026 107
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
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 in order to
overstate revenue, profit or other performance
metrics. 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;
• 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
We were first appointed by the company for
the financial year ended 30 June 2011. Our
uninterrupted engagement covers 16 financial
years. The company was a public interest
entity for two of those financial years.
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
2 September 2026
Independent Auditors’ report continued
to the members of Brooks Macdonald Group plc
Brooks Macdonald Group plc Annual Report and Accounts 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 109
Company
Financial Statements
Financial
Statements
Governance
Report
Strategic
Report
Financial
Statements
111 Consolidated statement of
comprehensive income
112 Consolidated statement of
financial position
113 Consolidated statement of
changes in equity
114 Consolidated statement of
cash flows
115 Notes to the consolidated
financial statements
Brooks Macdonald Group plc Annual Report and Accounts 2026110
Note
2026
| 2025 | |||
| £’000 | £’000 | ||
Revenue | 6 | ||
Administrative costs | 7 | ( | ( |
Operating (loss)/profit | 8 | ( | |
Other losses | 9 | ( | ( |
Finance income | 10 | ||
Finance costs | 10 | ( | ( |
Other non-operating income | 11 | ||
Profit before tax | |||
Taxation | 12 | ( | ( |
Profit for the year from continuing operations attributable to equity holders of the Company | |||
Profit for the year from discontinued operations | |||
| Other comprehensive expense | |||
| Items that may be reclassified to profit or loss: | |||
Changes in the fair value of debt instruments at FVOCI | 18 | ( | |
Taxation impact | |||
Other comprehensive expense for the year, net of tax | ( | ||
Total comprehensive income for the year attributable to equity holders of the Company | |||
| Earnings per share from continuing operations | |||
Basic | 13 | ||
Diluted | 13 | ||
| Earnings per share from discontinued operations | |||
Basic | 13 | ||
Diluted | 13 |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Consolidated statement of comprehensive income
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 111
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Strategic
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| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Assets | |||
| Non-current assets | |||
Intangible assets | 15 | ||
Property, plant and equipment | 16 | ||
Right-of-use assets | 17 | ||
Financial assets at amortised cost | 18 | ||
Financial assets at fair value through other comprehensive income | 18 | ||
Deferred contingent consideration receivable | 19 | ||
Total non-current assets | |||
| Current assets | |||
Financial assets at fair value through profit or loss | 18 | ||
Financial assets at fair value through other comprehensive income | 18 | ||
Deferred contingent consideration receivable | 19 | ||
Trade and other receivables | 20 | ||
Current tax asset | |||
Cash and cash equivalents | 21 | ||
Total current assets | |||
Total assets | |||
| Liabilities | |||
| Non-current liabilities | |||
Lease liabilities | 23 | ||
Provisions | 24 | ||
Deferred contingent consideration payable | 25 | ||
Net deferred tax liabilities | 26 | ||
Other non-current liabilities | 27 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Lease liabilities | 23 | ||
Provisions | 24 | ||
Deferred contingent consideration payable | 25 | ||
Trade and other payables | 28 | ||
Current tax liabilities | |||
Total current liabilities | |||
Net assets | |||
| Equity | |||
Share capital | 29 | ||
Share premium account | 29 | ||
Other reserves | 30 | ||
Retained earnings | 30 | ||
Total equity |
Company registration number: 04402058
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Consolidated statement of financial position
As at 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026112
| Share | ||||||
| Share | premium | Other | Retained | Total | ||
| capital | account | reserves | earnings | equity | ||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 July 2024 | ||||||
| Comprehensive income | ||||||
Profit from continuing operations | ||||||
Profit from discontinued operations | ||||||
Total comprehensive income | ||||||
| Transactions with owners | ||||||
Issue of ordinary shares | 29 | |||||
Share-based payments | ||||||
Purchase of own shares by Employee Benefit Trust | ( | ( | ||||
Shares repurchased in the share buyback programme | 29 | ( | ( | ( | ||
Tax on share options | 26 | ( | ( | |||
Dividends paid | 14 | ( | ( | |||
Total transactions with owners | ( | ( | ( | |||
Balance at 30 June 2025 | ||||||
| Comprehensive income | ||||||
Profit from continuing operations | ||||||
Other comprehensive expense | ( | ( | ||||
Total comprehensive income | ( | |||||
| Transactions with owners | ||||||
Share-based payments | ||||||
Proceeds received on exercise of options | ||||||
Purchase of own shares by Employee Benefit Trust | ( | ( | ||||
Shares repurchased in the share buyback programme | 29 | ( | ( | ( | ||
Tax on share options | 26 | ( | ( | |||
Dividends paid | 14 | ( | ( | |||
Total transactions with owners | ( | ( | ( | |||
Balance at 30 June 2026 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated statement of changes in equity
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 113
Company
Financial Statements
Strategic
Report
Financial
Statements
Governance
Report
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Cash flows from operating activities | |||
Cash generated from operations | 32 | ||
Corporation tax paid | ( | ( | |
Other non-operating income | 11 | ||
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Purchase of computer software and system development costs | ( | ( | |
Purchase of property, plant and equipment | ( | ( | |
Consideration paid for acquisitions net of cash acquired | ( | ||
Disposal of financial assets at amortised cost | 18 | ||
Investment in financial assets at fair value through profit or loss | 18 | ( | ( |
Disposal of financial assets at fair value through other comprehensive income | 18 | ||
Deferred contingent consideration paid | 25 | ( | |
Proceeds from disposal of International and DCF | |||
Interest received | |||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Issue of ordinary shares | |||
SAYE proceeds received | |||
Purchase of shares in the share buyback programme | ( | ( | |
Payment of lease liabilities – Principal | ( | ( | |
Payment of lease liabilities – Interest | ( | ( | |
Proceeds from borrowings | |||
Repayment of borrowings | ( | ||
Purchase of own shares by Employee Benefit Trust | ( | ( | |
Dividends paid to shareholders | 14 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents from continuing operations | ( | ( | |
Net cash flows from discontinued operations | ( | ||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at end of year |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Consolidated statement of cash flows
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026114
1. General information
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
| Effective for periods | |
| Standard, amendment or interpretation | beginning on or after: |
Amendments to IAS 21 Lack of Exchangeability | 1 January 2025 |
| Effective for periods | |
| Standard, amendment or interpretation | beginning on or after: |
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
| Contracts Referencing Nature-dependent Electricity – | 1 January 2026 |
| Amendments to IFRS 9 and IFRS 7 | |
| Annual Improvements to IFRS Accounting Standards – | 1 January 2026 |
| Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 | |
IFRS 18 Presentation and Disclosures in Financial Statements | 1 January 2027 |
IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
Notes to the consolidated financial statements
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 115
Company
Financial Statements
Strategic
Report
Financial
Statements
Governance
Report
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.
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026116
4. Material accounting policies continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 117
Company
Financial Statements
Strategic
Report
Financial
Statements
Governance
Report
4. Material accounting policies continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026118
4. Material accounting policies continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 119
Company
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Strategic
Report
Financial
Statements
Governance
Report
4. Material accounting policies continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026120
5. Segmental information
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 Group’s performance. The Board of Directors reviews the financial results and allocates
resources at the level of the Group as a whole, and the Group is therefore not presenting a
segmental analysis in accordance with IFRS 8 Operating Segments. During the year the Group
reorganised the internal management of its business, the Board reconsidered its assessment of its
operating segments in light of this change and concluded that it continues to review performance
and allocate resources at the Group level and not at a lower level, so the single-segment
conclusion is unchanged. The three CGUs to which Goodwill is allocated for impairment testing
(see note 15) are monitored below this segment level and do not constitute operating segments.
The required disclosures in accordance with IFRS 8, regarding revenues from major clients and
geographical location, are disclosed in note 6.
6. Revenue
| 2026 | 2025 | |
| £’000 | £’000 | |
Investment management fees | 68,475 | 66,237 |
Fund management fees | 5,980 | 6,598 |
Financial planning income | 28,567 | 17,102 |
Transactional income and foreign exchange trading fees | 9,090 | 14,022 |
Interest income | 6,000 | 7,601 |
Total revenue | 118,112 | 111,560 |
| 2026 | 2025 | |
| £’000 | £’000 | |
Wages and salaries | 48,014 | 40,420 |
Social security costs | 5,145 | 5,300 |
Pension costs | 2,840 | 2,144 |
Share-based payments | 3,125 | 1,379 |
Redundancy-related costs | 5,039 | 1,792 |
Total employee costs | 64,163 | 51,035 |
| 2026 | 2025 | |
| Number of | Number of | |
| employees | employees | |
Business employees | 385 | 299 |
Functional employees | 148 | 174 |
Average number of persons employed | 473 |
4. Material accounting policies continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 121
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Financial
Statements
Governance
Report
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
Employee costs | 7 | 64,163 | 51,035 |
Amortisation of client relationships | 15 | 4,354 | 3,997 |
Amortisation of computer software | 15 | 3,919 | 2,294 |
| Financial Services Compensation Scheme levy | |||
(see below) | 409 | 1,114 | |
Depreciation of property, plant and equipment | 16 | 785 | 520 |
Auditors’ remuneration (see below) | 1,040 | 1,783 | |
Depreciation of right-of-use assets | 17 | 2,096 | 1,661 |
Impairment of right-of-use assets | 17 | – | 411 |
| 2026 | 2025 | ||
| £’000 | £’000 | ||
Fees payable to the Company’s auditors for the audit of the consolidated Group and Parent Company financial statements | 410 | 610 | |
Fees payable to the Company’s Auditors and its associates for other services: | |||
– | Audit of the Company’s subsidiaries pursuant to legislation | 233 | 184 |
– | Audit-related assurance services | 395 | 530 |
– | Non-audit-related services | 2 | 458 |
Total Auditors’ remuneration | 1,040 | 1,783 |
9. Other losses
Other losses represent the net changes in the fair value of the Group’s financial instruments
recognised in the consolidated statement of comprehensive income.
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Loss in fair value of deferred contingent | |||
consideration payable | 25 | (556) | (341) |
Gain on redemption of assets held at amortised cost | 39 | 25 | |
Gain in fair value of financial assets at fair value through profit or loss | 18 | 183 | 44 |
Other losses | (334) | (272) |
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Finance income | |||
Dividends on preference shares | 9 | 20 | |
Interest on gilts | 18 | 737 | 1,108 |
| Finance income on deferred contingent | |||
consideration receivable | 19 | 786 | 273 |
Bank interest on deposits | 403 | 1,426 | |
Total finance income | 1,935 | 2,827 | |
| Finance costs | |||
Finance cost of lease liabilities | 785 | 122 | |
| Finance cost on deferred contingent | |||
consideration payable | 25 | 580 | 426 |
Finance charges on borrowings | 275 | 49 | |
Total finance costs | 1,640 | 597 |
11. Other non-operating income
Other non-operating income includes insurance proceeds received during the year of £4.7 million
relating to the settlement of legacy legal matters. Other non-operating items in the year
ended 30 June 2025 mainly related to an HMRC VAT refund of £3.10 million in respect of the
Group’s AIM Portfolio Services, following confirmation of VAT exemption for the period from
1 October 2019 to 30 September 2024.
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026122
| 2026 | 2025 | |
| £’000 | £’000 | |
UK Corporation Tax | 1,910 | 6,670 |
(Over)/under provision of current tax in prior years | (453) | 576 |
Total current tax expense | 1,457 | 7,246 |
Deferred tax credits | (610) | (1,357) |
Over provision of deferred tax in prior years | (78) | – |
Total income tax expense | 769 | 5,889 |
| Underlying | ||||
| Underlying | profit | Statutory | ||
| profit | adjustments | profit | ||
| Year ended 30 June 2026 | £’000 | £’000 | £’000 | |
Profit before taxation from continuing operations | 29,036 | (25,849) | 3,187 | |
Profit before taxation from continuing operations multiplied by the standard rate of tax in the UK of 25.0% | 7,259 | (6,462) | 797 | |
| Tax effect of amounts that are not deductible/ | ||||
| (taxable) in calculating taxable income: | ||||
— | Depreciation and amortisation | 276 | 7 | 283 |
— | Disallowable expenses | 411 | 70 | 481 |
— | Non-taxable income | (410) | – | (410) |
— | Share-based payments | 149 | – | 149 |
— | (Over)/under provision in prior years | (682) | 151 | (531) |
Total income tax expense | 7,003 | (6,234) | 769 | |
Effective tax rate | 24.1% | N/A | 24.1% |
| Underlying | ||||
| Underlying | profit | Statutory | ||
| profit | adjustments | profit | ||
| Year ended 30 June 2025 | £’000 | £’000 | £’000 | |
Profit before taxation from continuing operations | 28,905 | (11,386) | 17,519 | |
Profit multiplied by the standard rate of tax in the UK of 25.0% | 7,226 | (2,847) | 4,379 | |
| Tax effect of amounts that are not deductible/ | ||||
| (taxable) in calculating taxable income: | ||||
— | 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% |
Brooks Macdonald Group plc Annual Report and Accounts 2026 123
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£’000 | |||
Organisational restructuring costs of £6.81 million (2025: £2.08 million) primarily comprise
redundancy costs incurred to streamline operations and eliminate duplication across core
processes. These costs have been excluded from underlying earnings as they arise from specific
restructuring activities.
Other non-operating items for the year comprise insurance proceeds received of £4.65 million
offset by £0.20 million of other non-operating charges. For comparison, other non-operating
items in the year ended 30 June 2025 included an HMRC VAT refund of £3.10 million in respect of
the Group’s AIM Portfolio Services, following confirmation of VAT exemption for the period from
1 October 2019 to 30 September 2024.
Basic earnings per share is calculated by dividing earnings attributable to ordinary shareholders
by the weighted average number of shares in issue throughout the year. 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:
| 2026 | 2025 | |
| Number of | Number of | |
| shares | shares | |
Weighted average number of shares in issue | 15,643,389 | 16,160,786 |
Effect of dilutive potential shares issuable on exercise of employee share options | 336,903 | 135,256 |
Diluted weighted average number of shares in issue | 15,980,292 | 16,296,042 |
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026124
| 2026 | 2025 | |
| p | p | |
| Based on reported earnings: | ||
Basic earnings per share from continuing operations | 15.5 | 72.0 |
Basic earnings per share from discontinued operations | – | 57.9 |
Total statutory basic earnings per share | 15.5 | 129.9 |
Diluted earnings per share from continuing operations | 15.1 | 71.4 |
Diluted earnings per share from discontinued operations | – | 57.4 |
Total statutory diluted earnings per share | 15.1 | 128.8 |
| Based on underlying earnings from continuing operations: | ||
Basic underlying earnings per share | 140.8 | 131.5 |
Diluted underlying earnings per share | 137.9 | 130.4 |
14. Dividends
Amounts recognised as distributions to equity holders of the Company in the financial year were
as follows:
| 2026 | 2025 | |
| £’000 | £’000 | |
| Final dividend paid for the year ended 30 June 2025 of | ||
(2024: | 7,904 | 7,872 |
| Interim dividend paid for the year ended 30 June 2026 of 31.0p | ||
(2025: 30.0p) per share | 4,793 | 4,823 |
Total dividends | 12,697 | 12,695 |
The interim dividend of 31.0p (2025: 30.0p) per share was paid on 10 April 2026.
A final dividend for the year ended 30 June 2026 of 52. 0 p (2025: 51.0 p) per share was declared by
the Board of Directors on 2 September 2026 and is subject to approval by the shareholders at the
Company’s Annual General Meeting. It will be paid on 6 November 2026 to shareholders who are
on the register at the close of business on 18 September 2026. 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 £8.1 million.
15. Intangible assets
| Computer | ||||
| software | ||||
| and system | Client | |||
| development | relationship | |||
| Goodwill | costs | contracts | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||
At 1 July 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 |
Additions | – | 8,062 | – | 8,062 |
Measurement period adjustment | 224 | – | – | 224 |
At 30 June 2026 | 74,772 | 26,117 | 69,145 | 170,034 |
Accumulated amortisation and impairment | ||||
At 1 July 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 |
Amortisation charge | – | 3,919 | 4,354 | 8,273 |
At 30 June 2026 | 11,213 | 8,361 | 30,982 | 50,556 |
| Net book value | ||||
At 30 June 2024 | 41,519 | 8,602 | 33,103 | 83,224 |
At 30 June 2025 | 63,335 | 13,613 | 42,517 | 119,465 |
At 30 June 2026 | 63,559 | 17,756 | 38,163 | 119,478 |
The amortisation charge of intangible assets is recognised within administrative costs in the
consolidated statement of comprehensive income.
13. Earnings per share continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 125
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| Total | ||||||||
| LIFT | Cornelian | Adroit | Integrity | Lucas Fettes | Funds | CST | allocated | |
| New CGU / Allocation | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Financial Planning | 22,175 | – | 8,541 | 3,945 | 3,859 | – | 1,683 | 40,203 |
Investment Management | 3,949 | 7,173 | – | – | – | – | – | 11,122 |
Funds | – | 8,690 | – | – | – | 3,320 | – | 12,010 |
Total as previously disclosed | 26,124 | 15,863 | 8,541 | 3,945 | 3,859 | 3,320 | 1,683 | 63,335 |
| 2026 | |
| CGU | £’000 |
Financial Planning | 40,427 |
Investment Management | 11,122 |
Funds | 12,010 |
Total goodwill | 63,559 |
15. Intangible assets continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026126
CGU | Pre-tax discount rate | Annual revenue growth |
Financial Planning | 9% | 10-15% |
Investment Management | 11% | 1-5% |
Funds | 13% | 3-5% |
| Change in pre-tax | Change in revenue | |
| CGU | discount rate | growth rate |
Financial Planning | Increase of 8% | Reduction of 18% |
Investment Management | Increase of 59% | Reduction of 35% |
Funds | Increase of 4% | Reduction of 15% |
| Fixtures, | ||||
| fittings | ||||
| Leasehold | and office | IT | ||
| improvements | equipment | equipment | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||
At 1 July 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 |
Additions | 3,973 | 437 | 58 | 4,468 |
Disposals | – | (97) | (74) | (171) |
At 30 June 2026 | 9,008 | 1,051 | 1,301 | 11,360 |
| Accumulated depreciation | ||||
At 1 July 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 |
Depreciation charge | 575 | 71 | 139 | 785 |
Disposals | – | (97) | (74) | (171) |
At 30 June 2026 | 2,651 | 631 | 977 | 4,259 |
| Net book value | ||||
At 30 June 2024 | 941 | 152 | 257 | 1,350 |
At 30 June 2025 | 2,959 | 54 | 405 | 3,418 |
At 30 June 2026 | 6,357 | 420 | 324 | 7,101 |
15. Intangible assets continued
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| Cars | Property | Total | |
| £’000 | £’000 | £’000 | |
| Cost | |||
At 1 July 2024 | 881 | 10,948 | 11,829 |
Additions | 52 | 12,423 | 12,475 |
Adjustment on change of lease terms | – | (2) | (2) |
Disposals | – | (1,970) | (1,970) |
At 30 June 2025 | 933 | 21,399 | 22,332 |
Additions | 27 | – | 27 |
Disposals | (398) | (8,412) | (8,810) |
At 30 June 2026 | 562 | 12,987 | 13,549 |
| Accumulated depreciation and impairment | |||
At 1 July 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 |
Depreciation charge | 141 | 1,955 | 2,096 |
Adjustment on change of lease terms | (59) | (35) | (94) |
Disposal | (385) | (8,412) | (8,797) |
At 30 June 2026 | 395 | 2,352 | 2,747 |
| Net book value | |||
At 30 June 2024 | 426 | 2,799 | 3,225 |
At 30 June 2025 | 235 | 12,555 | 12,790 |
At 30 June 2026 | 167 | 10,635 | 10,802 |
| 2026 | 2025 | |
| Financial assets | £’000 | £’000 |
Financial assets at fair value through other comprehensive income | 14,876 | – |
Financial assets measured at amortised cost | 12,556 | 56,243 |
Financial assets held at amortised cost (note 18(a)) | – | 19,925 |
Cash and cash equivalents (note 21) | 10,086 | 33,915 |
Trade and other receivables (note 20) | 2,470 | 2,403 |
Financial assets at fair value through profit or loss | 16,320 | 15,283 |
Financial assets held at fair value through profit or loss (note 18(c)) | 1,346 | 1,095 |
Deferred contingent consideration receivable (note 19) | 14,974 | 14,188 |
Total financial assets | 43,752 | 71,526 |
| 2026 | 2025 | |
| Financial liabilities | £’000 | £’000 |
Financial liabilities measured at amortised cost | 5,036 | 7,959 |
Trade payables (note 28) | 5,036 | 7,959 |
| Financial liabilities measured at fair value through profit | ||
or loss | 2,023 | 16,105 |
Deferred contingent consideration payable (note 25) | 2,023 | 16,105 |
Total financial liabilities | 7,059 | 24,064 |
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026128
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | 19,925 | 29,963 |
Disposals | (4,964) | (9,959) |
Interest income under EIR method | 421 | 1,108 |
Contractual coupons received | (419) | (1,187) |
Reclassification to FVOCI | (14,963) | – |
At 30 June | – | 19,925 |
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | – | 500 |
Reclassification from financial assets held at amortised cost | 14,963 | – |
Change in fair value | (85) | – |
Interest income under EIR method | 316 | – |
Contractual coupons received | (318) | – |
Disposal | – | (500) |
At 30 June | 14,876 | – |
| Analysed as: | ||
Amounts falling due within one year | 5,142 | – |
Amounts falling due after more than one year | 9,734 | – |
Total financial assets at fair value through other comprehensive income | 14,876 | – |
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | 15,283 | 905 |
Additions | 68 | 14,453 |
Finance income on deferred contingent consideration receivable | 786 | 273 |
Changes in fair value | 183 | (348) |
At 30 June | 16,320 | 15,283 |
18. Financial instruments continued
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| Level 1 | Level 2 | Level 3 | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Financial assets | ||||
At | 1,095 | – | 14,188 | 15,283 |
Additions | 15,031 | – | – | 15,031 |
Net changes in fair value | 98 | – | – | 98 |
Finance income | 316 | – | 786 | 1,102 |
Coupon received | (318) | – | – | (318) |
Disposals | – | – | – | – |
At 30 June 2026 | 16,222 | – | 14,974 | 31,196 |
| Level 1 | Level 2 | Level 3 | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| Financial liabilities | ||||
At 1 July 2025 | – | – | 16,105 | 16,105 |
Net changes in fair value | – | – | 556 | 556 |
| Finance cost of deferred | ||||
contingent consideration payable | – | – | 580 | 580 |
Disposals | – | – | (15,218) | (15,218) |
At 30 June 2026 | – | – | 2,023 | 2,023 |
19. 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:
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | 14,188 | – |
Additions | – | 14,307 |
Finance income on deferred contingent consideration receivable | 786 | 273 |
Fair value adjustments | – | (392) |
At 30 June | 14,974 | 14,188 |
| Analysed as: | ||
Amounts falling due within one year | 14,974 | 289 |
Amounts falling due after more than one year | – | 13,899 |
Total deferred contingent consideration receivable | 14,974 | 14,188 |
During the year ended 30 June 2025, the Group sold BMI, which comprised the Group’s
previously reported International segment. Part of the consideration is deferred based on the
disposed Group’s revenue over a one-year period commencing 12 months after disposal and is
payable two years after completion. The estimated fair value of this receivable was £14.68 million
as at 30 June 2026.
During the prior financial year, the Group also resigned as investment manager to the SVS
Brooks Macdonald Defensive Capital Fund (“DCF”), subsequently renamed SVS RM Defensive
Capital Fund. Under the related sale and purchase agreement, the Group is entitled to deferred
contingent consideration based on funds under management meeting specified targets over the
three years following disposal. The estimated fair value of this receivable was £0.29 million at
30 June 2025.
18. Financial instruments continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026130
| 2026 | 2025 | |
| £’000 | £’000 | |
Trade receivables | 1,883 | 832 |
Other receivables | 587 | 1,571 |
Prepayments and accrued income | 14,734 | 23,478 |
Total trade and other receivables | 17,204 | 25,881 |
21. 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.
23. Lease liabilities
Finance costs and financing cash flows associated with leases are reconciled below to show the
movement in the financial year.
| Cars | Property | Total | |
| £’000 | £’000 | £’000 | |
At 1 July 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 |
Additions | 27 | – | 27 |
Adjustment on change of lease terms | 56 | 48 | 104 |
Payments made | (152) | (1,534) | (1,686) |
Finance cost of lease liabilities | 9 | 776 | 785 |
At 30 June 2026 | 186 | 13,962 | 14,148 |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Analysed as: | ||
Amounts falling due within one year | 689 | 700 |
Amounts falling due after more than one year | 13,459 | 14,218 |
Total lease liabilities | 14,148 | 14,918 |
Reconciliation of lease liability to changes in cash flows
The payments made included in the table above include lease payments of £nil (2025: £254,000)
relating to leases attributable to discontinued operations up until the date of disposal.
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| 2026 | 2025 | |
| £’000 | £’000 | |
| Maturity analysis – undiscounted: | ||
Within one year | 730 | 1,561 |
One to five years | 9,271 | 10,454 |
More than five years | 8,108 | 7,568 |
Total lease liabilities – undiscounted | 18,109 | 19,583 |
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 17) 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.
| Client | Leasehold | Other | |||
| compensation | FSCS levy | dilapidations | provisions | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 July 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 |
Charge/(credit) to the consolidated statement of comprehensive income | – | 409 | (264) | (609) | (464) |
Utilised during the year | (335) | (1,084) | (440) | – | (1,859) |
30 June 2026 | – | 142 | 196 | 2 | 340 |
| 2025 | ||
| 2026 | ||
| £’000 | £’000 | |
| Analysed as: | ||
Amounts falling due within one year | 186 | 1,890 |
Amounts falling due after more than one year | 154 | 773 |
Total provisions | 340 | 2,663 |
23. Lease liabilities continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026132
25. 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:
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | 16,105 | – |
Additions | – | 15,338 |
Finance cost of deferred contingent consideration | 580 | 426 |
Fair value adjustments | 556 | 341 |
Payments made during the year | (15,218) | – |
At 30 June | 2,023 | 16,105 |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Analysed as: | ||
Amounts falling due within one year | 2,023 | 14,176 |
Amounts falling due after more than one year | – | 1,929 |
Total deferred contingent consideration payable | 2,023 | 16,105 |
During the prior financial year, the Group completed three acquisitions of CST, Lucas Fettes and
LIFT. Part of the consideration amounts payable were deferred over one- and two-year periods
with a total fair value of £15,338,000. The deferred amount is based on client attrition levels and
business profitability over the deferral period. During the year ended 30 June 2026, £15,218,000
of payments were made (2025: nil) with fair value losses of £556,000 (2025: £341,000). During
the year, the Group recognised a finance cost of £580,000 in respect of these liabilities (2025:
£426,000).
Deferred contingent consideration is classified as Level 3 within the fair value hierarchy, as
defined in note 18.
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
At 1 July | (9,163) | (5,394) | |
Credit to the consolidated statement of comprehensive income | 688 | 1,357 | |
Charge recognised in equity | (46) | (346) | |
Reclassification | 149 | – | |
Disposal of subsidiary | – | 964 | |
| Liability on acquisition of client relationship | |||
intangible assets | 15 | (224) | (5,744) |
At 30 June | (8,596) | (9,163) |
24. Provisions continued
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| Share-based | Trading losses | Accelerated | Fair value | |||
| payments | carried forward | Dilapidations | capital allowances | losses | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Deferred tax assets | ||||||
At 1 July 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 |
(Charge)/credit to the consolidated statement of comprehensive income | (43) | 41 | (177) | (202) | – | (381) |
Charge to equity | (67) | – | – | – | – | (67) |
Charge to other comprehensive income | – | – | – | – | 21 | 21 |
Reclassification | – | 149 | – | – | – | 149 |
At 30 June 2026 | 1,447 | 190 | 48 | – | 21 | 1,706 |
26. Net deferred tax liabilities continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026134
| Accelerated capital | |||||
| allowances on research | Intangible asset | Unrealised Fair | Capital | ||
| and development | amortisation | Value gains | allowances | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| Deferred tax liabilities | |||||
At 1 July 2024 | 918 | 6,729 | – | – | 7,647 |
Disposal of subsidiary | (5) | (1,106) | – | – | (1,111) |
Acquisition of subsidiaries | – | 5,744 | – | – | 5,744 |
Charge/(credit) to the consolidated statement of comprehensive income | 75 | (1,208) | – | – | (1,133) |
At 30 June 2025 | 988 | 10,159 | – | – | 11,147 |
(Credit)/charge to the consolidated statement of comprehensive income | (322) | (867) | 97 | 23 | (1,069) |
Measurement period adjustment | – | 224 | – | – | 224 |
30 June 2026 | 666 | 9,516 | 97 | 23 | 10,302 |
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | 1,044 | 587 |
National insurance liability in respect of share option awards | 266 | 392 |
Liability in respect of retention payments to ex-BMI employees | – | 456 |
Transfer to current liabilities | (921) | (391) |
At 30 June | 389 | 1,044 |
26. Net deferred tax liabilities continued
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| 2026 | 2025 | |
| £’000 | £’000 | |
Trade payables | 5,036 | 7,959 |
Other taxes and social security | 3,901 | 1,763 |
Other payables | 2,270 | 2,295 |
Accruals and deferred income | 17,027 | 19,277 |
Total trade and other payables | 28,234 | 31,294 |
| Share | ||||||
| Exercise | Share | premium | ||||
| Number of | price | capital | account | Total | ||
| shares | £ | £’000 | £’000 | £’000 | ||
At 1 July 2024 | 16,472,453 | 165 | 83,135 | 83,300 | ||
| Shares issued: | ||||||
• | on exercise of options | 699 | 17.70 | – | 16 | 16 |
• | to SAYE Scheme | 4,714 | 14.34 – 19.88 | – | 130 | 130 |
• | of consideration for | |||||
business combinations | 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 | |
Shares cancelled on buybacks | (179,330) | – | (1) | – | (1) | |
At 30 June 2026 | 15,877,209 | – | 159 | 83,987 | 84,146 |
| 2026 | 2025 | |
| £’000 | £’000 | |
At 1 July | 70,105 | 68,843 |
Profit after tax | 2,418 | 20,984 |
Share-based payments | 3,578 | 2,856 |
Proceeds received on exercise of options | 44 | - |
Tax on share options | (67) | (346) |
Purchase of own shares by Employee Benefit Trust | (1,201) | (2,566) |
Share buyback | (3,030) | (6,971) |
Dividends paid | (12,697) | (12,695) |
At 30 June | 59,150 | 70,105 |
| 2026 | 2025 | |
| £’000 | £’000 | |
Merger reserve | 192 | 192 |
Capital redemption reserve | 6 | 5 |
Financial assets at FVOCI reserve | (64) | – |
Total other reserves | 134 | 197 |
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026136
| Capital | Financial | |||
| Merger | Redemption | assets at | Total other | |
| reserve | reserve | FVOCI | reserves | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 July 2024 | 192 | – | – | 192 |
| Shares repurchased in the share | ||||
buyback programme | – | 5 | – | 5 |
At 30 June 2025 | 192 | 5 | 0 | 197 |
| Shares repurchased in the share | ||||
buyback programme | – | 1 | – | 1 |
| Changes in the fair value of debt | ||||
instruments at FVOCI | – | – | (85) | (85) |
Deferred tax | – | – | 21 | 21 |
At 30 June 2026 | 192 | 6 | (64) | 134 |
31. Share-based incentive and benefits plans
During the year ended 30 June 2026, 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 2026, all options for the CSOP schemes have vested and are able to be exercised. 3,718
awards expired during the financial year under the CSOP schemes (2025: 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 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 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.
• 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.
30. Retained earnings and other reserves continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 137
Company
Financial Statements
Strategic
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Financial
Statements
Governance
Report
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. Awards subject to non-market performance
conditions were valued using the Black-Scholes-Merton model, whilst awards subject to market-
based performance conditions were valued using a Monte Carlo model.
2026 | 2025 | |||
| Long-Term | Save As You Earn | Long-Term | Save As You Earn | |
| Incentive Plan | (“SAYE”) | Incentive Plan | (“SAYE”) | |
Fair value | £4.78-£17.09 | £3.61 | £12.17-£15.31 | £4.27 |
Share price at grant | £16.35-£17.90 | £14.40 | £14.20-£18.25 | £15.00 |
Exercise price | – | £11.42 | – | £11.56 |
Grant date | Various | 07/05/2026 | Various | 01/06/2025 |
Vesting period | 10–51 months | 36 months | 27–51 months | 36 months |
Volatility | 22.13%-35.44% | 33.10% | 34.84%-37.71% | 37.22% |
Annual dividend | 4.73%-5.16% | 5.85% | 4.11%-5.70% | 5.40% |
Risk-free rate | 3.47%-3.89% | 4.26% | 3.99%-4.50% | 3.87% |
Option value | £16.35-£17.90 | £14.40 | £14.20-£18.25 | £15.00 |
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.
2026 | 2025 | |||
| Weighted | Weighted | |||
| average | average | |||
| Number of | exercise price | Number of | exercise price | |
| options | (£) | options | (£) | |
| Company Share Option Plan | ||||
Outstanding at start of year | 8,401 | 17.23 | 8,401 | 16.92 |
Exercised | (2,741) | 16.31 | – | – |
Expired | (3,781) | 17.19 | – | – |
Outstanding at end of year | 1,879 | 17.25 | 8,401 | 17.23 |
Exercisable at end of year | 1,879 | 17.25 | 8,401 | 17.23 |
The CSOP options outstanding at 30 June 2026 had exercise prices of £18.79 (1,879 options) and a
weighted average remaining contractual life of 0.36 years.
2026 | 2025 | |||
| Weighted | Weighted | |||
| average | average | |||
| Number of | exercise price | Number of | exercise price | |
| options | (£) | options | (£) | |
| Employee SAYE Scheme | ||||
Outstanding at start of year | 253,875 | 12.63 | 198,462 | 14.87 |
Granted | 65,804 | 11.42 | 175,672 | 11.56 |
Forfeited | (78,631) | 13.37 | (111,676) | 14.81 |
Exercised | (7,226) | 13.50 | (8,583) | 15.14 |
Outstanding at end of year | 233,822 | 12.01 | 253,875 | 12.63 |
Exercisable at end of year | 35,951 | 13.78 | 7,650 | 19.88 |
The SAYE Plan options outstanding at 30 June 2026 totalled 233,822 and had a weighted average
exercise price of £12.01 and a weighted average remaining contractual life of 2.3 years. Exercise
prices comprised £11.42 (63,574 options), £11.56 (130,568 options), £14.34 (26,873 options) and
£14.62 (12,807 options). Of the total outstanding options, 35,951 were exercisable at 30 June 2026,
with a weighted average exercise price of £13.78.
All share options under the LTIP schemes set out below have exercise prices of £nil.
| 2026 | 2025 | |
| Number of | Number of | |
| shares | shares | |
| Long-Term Incentive Plan | ||
Outstanding at start of year | 794,697 | 609,163 |
Granted | 413,950 | 385,085 |
Forfeited | (103,635) | (88,809) |
Exercised | (152,118) | (110,742) |
Outstanding at end of year | 952,894 | 794,697 |
Exercisable at end of year | 106,384 | 2,896 |
| Long-Term Incentive Scheme | ||
Outstanding at start of year | 1,144 | 1,144 |
Expired | (118) | – |
Exercised | (436) | – |
Outstanding at end of year | 590 | 1,144 |
Exercisable at end of year | 590 | 1,144 |
31. Share-based incentive and benefits plans continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026138
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 granted at the discretion of the
Remuneration Committee. During the year, 413,950 (2025: 385,085) share options were granted
under the LTIP. The vesting periods for these awards range from 12 to 36 months. During the year,
103,635 (2025: 88,809) share options were forfeited. At 30 June 2026, 952,894 (2025: 794,697) LTIP
share options remained outstanding, of which 106,384 (2025: 2,896) were exercisable.
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.
| 2026 | 2025 | |
| Number of | Number of | |
| shares | shares | |
| Employee Benefit Trust | ||
1 July | 437,374 | 421,938 |
Acquired in the year | 78,717 | 141,070 |
Exercised | (157,138) | (125,634) |
At 30 June | 358,953 | 437,374 |
32. Reconciliation of operating profit to net cash inflow from
operating activities
| 2026 | 2025 | |
| £’000 | £’000 | |
Operating (loss)/profit before tax | (1,435) | 12,278 |
| Adjustments for: | ||
Amortisation of intangible assets | 8,273 | 7,850 |
Depreciation of property, plant and equipment | 785 | 520 |
Depreciation of right-of-use assets | 2,096 | 2,044 |
Impairment of right-of-use assets | – | 411 |
Decrease in receivables | 8,677 | 537 |
(Decrease)/Increase in payables | (1,106) | 3,125 |
(Decrease)/Increase in provisions | (2,323) | 151 |
(Decrease)/increase in other non-current liabilities | (665) | 457 |
Share-based payments charge | 3,125 | 1,379 |
Net cash inflow from operating activities | 17,477 | 28,752 |
31. Share-based incentive and benefits plans continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 139
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Financial Statements
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Governance
Report
| After 3 | ||||||
| Not more | months but | After 1 year | ||||
| than | not more | but not more | No fixed | |||
| On demand | 3 months | than 1 year | than 6 years | payment date | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| At 30 June 2026 | ||||||
| Cash flows from financial assets | ||||||
Financial assets at fair value through OCI | – | – | 5,142 | 9,734 | – | 14,876 |
Financial assets at fair value through profit or loss | – | – | – | – | 1,346 | 1,346 |
Deferred contingent consideration receivable | – | – | 14,974 | – | – | 14,974 |
Cash and balances at bank | 10,086 | – | – | – | – | 10,086 |
Trade receivables | – | 1,883 | – | – | – | 1,883 |
Other receivables | – | 587 | – | – | – | 587 |
10,086 | 2,470 | 20,116 | 9,734 | 1,346 | 43,752 | |
| Cash flows from financial liabilities | ||||||
Trade payables | – | (5,036) | – | – | – | (5,036) |
Deferred contingent consideration payable | – | – | (2,023) | – | – | (2,023) |
– | (5,036) | (2,023) | – | – | (7,059) | |
Net liquidity surplus/(gap) | 10,086 | (2,566) | 18,093 | 9,734 | 1,346 | 36,693 |
| At 30 June 2025 | ||||||
| Cash flows from financial assets | ||||||
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 | |
| Cash flows from financial liabilities | ||||||
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 |
33. Financial risk management continued
Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026140
33. Financial risk management continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 141
Company
Financial Statements
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Notes to the consolidated financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026142
37. 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 31.
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 £1.043 billion (2025: £1.208 billion). Included in the revenue from
continuing operations on the consolidated statement of comprehensive income is management
fee income of £5,980,000 (2025: £6,598,000) from unconsolidated structured entities managed by
the Group.
38. Events since the end of the year
A final dividend was declared on 2 September 2026, refer to note 14 for further details.
Brooks Macdonald Group plc Annual Report and Accounts 2026 143
Company
Financial Statements
Strategic
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Financial
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Company financial
Statements
145 Company statement of
financial position
146 Company statement of
changes in equity
147 Company statement of
cash flows
148 Notes to the Company
financial statements
Other information
156 Non-IFRS financial information
157 Company information
158 Glossary
Brooks Macdonald Group plc Annual Report and Accounts 2026144
Note
2026
£’000
2025
(restated)
1
£’000
Assets
Non-current assets
Investment in subsidiaries 45 112,232 113,372
Deferred contingent consideration receivable 48 – 13,899
Financial assets at amortised cost 46 – 19,925
Deferred tax asset 330 –
Total non-current assets 112,562 147,196
Current assets
Deferred contingent consideration receivable 48 14,677 –
Trade and other receivables 47 2,360 1,021
Cash and cash equivalents 22 4,264
Total current assets 17,059 5,285
Total assets 129,621 152,481
Liabilities
Non-current liabilities
Deferred contingent consideration payable 50 – 1,611
Other non-current liabilities – 456
Total non-current liabilities – 2,067
Current liabilities
Trade and other payables 49 20,411 26,591
Deferred contingent consideration payable 50 1,690 13,767
Corporation tax payable – –
Total current liabilities 22,101 40,358
Net assets 107,520 110,056
Equity
Share capital 51 159 160
Share premium account 51 83,987 83,987
Other reserves 51 6 197
Retained earnings 23,368 25,712
Total equity
107,520 110,056
1
The comparative amounts have been restated to recognise the Company’s investment in subsidiaries arising from Group-wide share-based payment arrangements, with a corresponding adjustment to the share option reserve. Further
details are provided in note 42(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 2026; Brooks Macdonald
Group plc reported profit after tax for the year ended 30 June 2026 of £10,804, 000 (2025: £731,000).
The Company financial statements on pages 145 to 155 were approved by the Board of Directors and authorised for issue on 2 September 2026, 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.
Company statement of financial position
As at 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 145
Strategic
Report
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Company
Financial Statements
Financial
Statements
Note
Share capital
£’000
Share
premium
account
£’000
Other
reserves
£’000
Retained
earnings
1
£’000
Total
1
£’000
Balance at 1 July 2024 165 83,135 192 43,800 127,292
Comprehensive income
Profit for the year 43 – – – 731 731
Other comprehensive income – – – – –
Total comprehensive income – – – 731 731
Transactions with owners
Issue of ordinary shares 51 – 852 – – 852
Share-based payments – – – 3,393 3,393
Share options exercised – – – 20 20
Purchase of own shares by Employee Benefit Trust – – – (2,566) (2,566)
Shares repurchased in the share buyback programme 51 (5) – 5 (6,971) (6,971)
Dividends paid 44 – – – (12,695) (12,695)
Total transactions with owners (5) 852 5 (18,819) (17,967)
Balance at 30 June 2025 160 83,987 197 25,712 110,056
Comprehensive income
Profit for the year 43 – – – 10,804 10,804
Total comprehensive income – – – 10,804 10,804
Transactions with owners
Share-based payments – – – 3,596 3,596
Share options exercised – – – 44 44
Reclassification – – (192) 192 –
Purchase of own shares by Employee Benefit Trust – – – (1,201) (1,201)
Shares repurchased in the share buyback programme 51 (1) – 1 (3,030) (3,030)
Tax on share options – – – (52) (52)
Dividends paid 44 – – – (12,697) (12,697)
Total transactions with owners (1) – (191) (13,148) (13,340)
Balance at 30 June 2026 159 83,987 6 23,368 107,520
1
The comparative balances have been restated to recognise the cumulative adjustment in respect of Group-wide share-based payment arrangements in retained earnings. Further details are provided in note 42(f).
The above Company statement of changes in equity should be read in conjunction with the accompanying notes.
Company statement of changes in equity
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026146
Note
2026
£’000
2025
£’000
Cash flow from operating activities
Cash generated from operations 52 27,187 13,535
Net cash generated from operating activities 27,187 13,535
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
Disposal of financial assets at amortised cost – 9,984
Finance income received 246 1,187
Deferred consideration paid (14,791) –
Proceeds from disposal of financial assets at fair value – 500
Net cash (used in)/generated from investing activities (14,545) 290
Cash flows from financing activities
Proceeds from the issue of shares 51 – 146
SAYE proceeds received 44 –
Purchase of own shares by Employee Benefit Trust (1,201) (2,566)
Shares repurchased in the share buyback programme (3,030) (6,971)
Dividends paid to shareholders 44 (12,697) (12,695)
Net cash used in financing activities (16,884) (22,086)
Net decrease in cash and cash equivalents (4,242) (8,261)
Cash and cash equivalents at beginning of year 4,264 12,525
Cash and cash equivalents at end of year 22 4,264
The above Company statement of cash flows should be read in conjunction with the accompanying notes.
Company statement of cash flows
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026 147
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Company
Financial Statements
Financial
Statements
39. General information
Brooks Macdonald Group plc (“the Company”), a public company limited by shares 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 40
Leadenhall Street, London, EC3A 2BJ, 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.
40. 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. In assessing this position, the Directors considered the availability of funding
from subsidiaries, including their forecast cash generation and distributable reserves. The
Directors concluded that sufficient funding in expected to remain available for the Company to
meet its liabilities throughout the assessment period. Accordingly, they continue to adopt the
going concern basis in preparing the financial statements.
41. 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 Financial Statements for
the year ended 30 June 2026, 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.
42. Material accounting policies
42(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.
42(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.
42(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 45) 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.
Notes to the Company financial statements
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026148
42(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.
42(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.
42(f) Prior year restatement
During the year, the Company identified that amounts relating to Group-wide share-based
payment awards had not previously been recognised as an increase in the carrying value of
investments in subsidiaries, with a corresponding credit to retained earnings.
The prior year comparatives have therefore been restated to recognise the cumulative
adjustment of £3,341,000. This has resulted in an increase of £3,341,000 in investments in
subsidiaries, retained earnings and net assets.
The restatement has no impact on the Company’s profit or cash flows for the current or
prior year.
The effect of the correction on each affected financial statement line item is set out below:
Company statement of financial position at
30 June 2025
Previously
reported
£’000
Adjustment
£’000
Restated
£’000
Investments in subsidiaries 110,031 3,341 113,372
Net assets 106,715 3,341 110,056
Retained earnings 22,371 3,341 25,712
Total equity 106,715 3,341 110,056
43. Profit for the year
The Company reported profit after tax for the year ended 30 June 2026 of £10,804,000 (2025:
£731,000). Auditors’ remuneration is disclosed in note 8 of the consolidated financial statements.
The average monthly number of employees during the year was nine (2025: nine). Directors’
emoluments are set out in Remuneration Committee report on pages 80 to 95.
44. Dividends
Details of the Company’s dividends paid and proposed, subject to approval at the Annual
General Meeting, are set out in note 14 of the consolidated financial statements.
45. Investment in subsidiaries
Group
undertakings
£’000
Net book value
At 1 July 2024 102,411
Additions 53,790
Disposal of investment in subsidiary (44,097)
Net capital contributions and repayments from subsidiaries relating to share-
based payments
1
1,268
At 30 June 2025 113,372
Impairment of subsidiary (2,153)
Net capital contributions and repayments from subsidiaries relating to share-
based payments 1,013
At 30 June 2026 112,232
1
The prior year comparative has been restated by £3,341,000 to recognise the Company’s investment in subsidiaries
arising from Group-wide share-based payment arrangements. The corresponding adjustment was recognised in
retained earnings. Further details are provided in note 42(f).
During the year, the Company recognised an impairment loss of £2,153,000 to reflect the
reduction in the recoverable amount of one of its subsidiaries following the prior-year transfer
of the business to a fellow subsidiary and the distribution of the subsidiary’s remaining cash
reserves to the Company during the year.
42. Material accounting policies continued
Brooks Macdonald Group plc Annual Report and Accounts 2026 149
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Company
Financial Statements
Financial
Statements
Details of the Company’s subsidiary undertakings at 30 June 2026, 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
The registered office for all subsidiaries is 40 Leadenhall Street, London, EC3A 2BJ, England,
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
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 2026) 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-Financial Group 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 2026 were
£3,943,000 (2025: £2,815,000).
45. Investment in subsidiaries continued
Notes to the Company financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026150
46. Financial assets
46(a) Financial assets at fair value through other comprehensive income
2026
£’000
2025
£’000
At 1 July – 500
Disposals – (500)
Net changes in fair value – –
At 30 June – –
46(b) Financial assets at amortised cost
2026
£’000
2025
£’000
At 1 July 19,925 29,963
Disposals – (9,959)
Interest income under the EIR method 145 1,108
Contractual coupons received (205) (1,187)
Transfers to group companies (19,865) –
At 30 June – 19,925
At the beginning of the year, the Company held investments in UK Government gilts with annual
coupon rates ranging from 1.5% to 4.5% and maturity dates between 2026 and 2028. During the
year, these investments were transferred to a subsidiary undertaking for consideration equal to
their carrying amount at the date of transfer. This transfer was settled via intercompany balances
and did not involve cash movement.
Refer to note 4(k) for further detail on the accounting treatment of financial assets held at
amortised cost.
46(c) Financial assets at fair value through profit or loss
2026
£’000
2025
£’000
At 1 July 13,899 –
Additions – 13,649
Finance income of deferred contingent consideration receivable 778 250
Fair value adjustments – –
At 30 June 14,677 13,899
During the year ended 30 June 2025, the Company disposed of Brooks Macdonald Asset
Management (International) Limited, and its wholly-owned subsidiaries (“BMI”). Part of the
consideration was deferred and as at 30 June 2026, the deferred contingent consideration was
valued at £14,677,000.
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 2025 19,925 – 13,899 33,824
Interest income 145 – – 145
Contractual Coupons received (205) – – (205)
Finance income on deferred
contingent consideration
receivable – – 778 778
Transfers to group companies (19,865) – – (19,865)
At 30 June 2026 – – 14,677 14,677
Comprising:
Financial assets at fair
value through other
comprehensive income – – – –
Financial assets held at
amortised cost – – – –
Financial assets at fair value
through profit and loss – – 14,677 14,677
Total financial assets at
30 June 2026 – – 14,677 14,677
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Level 1 financial assets transferred during the year include UK government gilts which were
transferred to a subsidiary undertaking for consideration equal to their carrying amount at the
date of transfer as disclosed in note 46(b).
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial liabilities
At 1 July 2025 – – 15,378 15,378
Additions – – – –
Finance cost of deferred
contingent consideration payable – – 548 548
Net changes in fair value – – 556 556
Payments made during the year – – (14,792) (14,792)
At 30 June 2026 – – 1,690 1,690
Comprising:
Deferred contingent
consideration payable (note 50) – – 1,690 1,690
Total financial liabilities at
30 June 2026 – – 1,690 1,690
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 50). 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.
47. Trade and other receivables
2026
£’000
2025
£’000
Other receivables 2,212 794
Prepayments and accrued income 148 227
Total trade and other receivables 2,360 1,021
48. 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:
2026
£’000
2025
£’000
At 1 July 13,899 –
Additions – 13,649
Finance income on deferred contingent consideration receivable 778 250
At 30 June 14,677 13,899
Analysed as:
Amounts falling due within one year 14,677 –
Amounts falling due after more than one year – 13,899
Total deferred contingent consideration receivable 14,677 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 2026, the fair value of
the deferred contingent consideration receivable for the BMI disposal was valued at £14,677,000.
46. Financial assets continued
Notes to the Company financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026152
49. Trade and other payables
2026
£’000
2025
£’000
Trade payables 2,252 2,718
Amounts owed to subsidiary undertakings 18,002 22,670
Accruals and deferred income 157 1,203
Total trade and other payables 20,411 26,591
Amounts owed to subsidiary companies are unsecured, interest-free and repayable on demand.
50. 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:
2026
£’000
2025
£’000
At 1 July 15,378 –
Additions – 14,557
Finance cost of deferred contingent consideration 548 399
Fair value adjustments 556 422
Payments made during the year (14,792) –
At 30 June 1,690 15,378
Analysed as:
Amounts falling due within one year 1,690 13,767
Amounts falling due after more than one year – 1,611
Total deferred contingent consideration payable 1,690 15,378
During the year ended 30 June 2025, the Group completed the acquisitions of CST, Lucas Fettes
and LIFT 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 year ended 30 June 2026,
the Group made payments of £14,792,000 and recognised a finance cost of £548,000 (2025:
£399,000) on this deferred contingent consideration payable. As at 30 June 2026, the remaining
deferred contingent consideration payable for the acquisitions was valued at £1,690,000.
51. 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 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
Shares issued: – – – – –
on exercise of options – – – – –
to SAYE Scheme – – – – –
of consideration for business
combinations – – – – –
Shares cancelled on buybacks (179,330) (1) – 1 –
Reclassification to retained
earnings – – – (192) (192)
At 30 June 2026 15,877,209 159 83,987 6 84,152
The total number of ordinary shares issued and fully paid at 30 June 2026, was 15,877,209 (2025:
16,056,539) with a par value of 1p per share. Excluding 358,953 (2025: 437,374) shares held by the
EBT, the Company had 15,518,256 (2025: 15,619,165) ordinary 1p shares in issue as at 30 June 2026.
Details of the shares issued are given in note 31 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 30).
During the year ended 30 June 2026, the Company has repurchased 179,330 shares for a total
consideration of £3,030,000. The par value of share capital of £1,000 for these repurchases has
been transferred to the capital redemption reserve and the remaining amounts have reduced
retained earnings by £3,029,000.
Employee Benefit Trust
Details of the EBT are set out in note 31 of the consolidated financial statements.
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52. Reconciliation of operating profit to net cash inflow from
operating activities
2026
£’000
2025
£’000
Operating profit 9,811 4,699
Adjustments for:
Increase in payables 17,221 8,791
Decrease in receivables (1,339) (761)
Share-based payments 938 409
Change in fair value of financial assets through P&L – (25)
Change in fair value of deferred consideration payable 556 422
Net cash inflow from operating activities 27,187 13,535
53. Related-party transactions
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.
Dividends totalling £23,000 (2025: £7,000) 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:
2026
£’000
2025
£’000
Dividends received 19,050 14,000
Total transactions with subsidiaries 19,050 14,000
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
2026
£’000
2025
£’000
2026
£’000
2025
£’000
Adroit Financial Planning Limited 445 – – –
Brooks Macdonald Asset
Management Limited – – 26,283 19,902
Brooks Macdonald Funds Limited – – 900 900
Brooks Macdonald Financial
Planning Limited – – – 355
CST Wealth Limited 1,450 – – 400
Integrity Wealth Bidco Limited 464 – – –
Integrity Wealth (Holdings)
Limited 1,236 – – –
Levitas Investment Management
Services Limited 400 – – –
LIFT-Financial Group Limited 1,689 – – –
Lucas Fettes and Partners
(Financial Services) Limited – – 8 –
Lucas Fettes Holdings Limited 1,487 – – –
All of the above amounts are interest-free and repayable on demand.
Notes to the Company financial statements continued
For the year ended 30 June 2026
Brooks Macdonald Group plc Annual Report and Accounts 2026154
54. 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.
54(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.
54(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.
54(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
£22,000 (2025: £4,264,000), being the Company’s total cash and cash equivalents.
The deferred contingent consideration receivable is measured at fair value through profit or loss,
and credit risk is incorporated within its fair value, so no separate loss allowance is recognised.
The maximum exposure to credit risk is the carrying amount of £14,677,000 (2025: £13,899,000),
which relates to a single counterparty.
Exclusive to intragroup receivables, there are no other trade receivables held by the Company in
the year.
55. Events since the end of the year
The final dividend for the year ended 30 June 2026, which was approved by the Board of
Directors after 30 June 2026, is described in note 14 of the consolidated financial statements.
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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 pages 30 to 31 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 13 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 13 Earnings per share.
Non-IFRS financial information
Brooks Macdonald Group plc Annual Report and Accounts 2026156
Company Secretary Phil Naylor
Company registration number 04402058
Registered office 40 Leadenhall Street, London, EC3A 2BJ
Website www.brooksmacdonald.com
Financial calendar
Ex-dividend date for final dividend 17 September 2026
Record date for final dividend 18 September 2026
Annual General Meeting 13 October 2026
Q1 2026 FUMA update 14 October 2026
Final dividend payment date 6 November 2026
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.
Company information
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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
SAY E 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
Glossary
Brooks Macdonald Group plc Annual Report and Accounts 2026158
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.
Brooks Macdonald Group plc Annual Report and Accounts for the year ended 30 June 2026
40 Leadenhall Street
London
EC3A 2BJ
brooksmacdonald.com