![img-0.jpeg](img-0.jpeg) Annual Report and Accounts for the year ended 30 June 2026 --- # Contents 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 ![img-1.jpeg](img-1.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements # Highlights For the year ended 30 June 2026 | **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) | | Brooks Macdonald Group plc Annual Report and Accounts 2026 01 --- # *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 |--- 02 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements # Our business at a glance ## 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 ### Investment Management and Distribution We work with Independent Financial Advisers (IFAs) across the UK. We offer investment management services to a range of clients, including private individuals, trusts, charities and pension funds. Our Centralised Investment Proposition aims to provide risk-adjusted long term investment performance to meet clients' long-term financial needs. ### Financial Planning We provide financial planning and advisory services through Brooks Financial. Clients can choose a financial planning service as a stand-alone offering or combine it with our investment management services. Our unique ability brings together our investment management, distribution, and financial planning teams to support clients throughout their financial journeys. ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 03 --- # Our business at a glance continued # We serve clients across their entire financial lifecycle... # Accumulators - Financial advice and planning - Growing your wealth # Preparers - Protection from the unexpected - Life-changing events # Retirees - Estate planning - Pension and retirement planning # Inter-generational wealth transfer - Creating strategies to help families, businesses and high-net-worth individuals transfer wealth efficiently and effectively across generations # ...through our diversified and relevant product offering... # 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 # ...and trusted financial advice. - Over 1,000 IFAs across the UK - c.90 independent financial planners and paraplanners We also serve clients directly, providing wealth management advice tailored to their individual needs and risk profiles. 04 Brooks Macdonald Group plc Annual Report and Accounts 2006 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## 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 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** **... inspiring us to be the best wealth manager in the UK known and chosen for our customer service...** ![img-4.jpeg](img-4.jpeg) **Our strategy to 'Reignite Growth' aims to deliver long-term sustainable growth...** **1 Delivering excellent client service** **2 Broadening and deepening our client reach** **3 Driving scale and efficiencies** **...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 --- # Our investment case ![img-5.jpeg](img-5.jpeg) UK focused wealth manager with an effective investment proposition at its core 06 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ### 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 --- ## Chair's statement ![img-6.jpeg](img-6.jpeg) 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. 08 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## 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 ## 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. 83.0p Dividend up 2.0p or 2.5% (FY25: 81.0p) - Read more about our corporate governance on pages 57 to 98 - Read more about our performance on pages 24 to 33 Brooks Macdonald Group plc Annual Report and Accounts 2026 09 --- ## CEO's statement ![img-7.jpeg](img-7.jpeg) 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. 10 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements 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 --- # Market overview ## 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 £1.24tn¹ 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. ![img-8.jpeg](img-8.jpeg) Sources: 1. Platform – UK Wealth Management Market Overview July 2026 2. Platform – UK Financial Advisers Market Overview 2025 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 By 2041 26% of the population will be over 65¹, compared to 19%² now ### Advice gap 12.2m people who could benefit from advice don't currently get it³ ### Retirement savings gap Average pension pot for 55–64 age group in the UK is £137,800⁴ ### Wealth transferring to women Women hold 55% of Britain's wealth⁵ ### Inter-generational wealth transfer 2050 we expect £7 trillion to pass between generations in the UK⁶ ### Advisers are outsourcing more Increasing use of discretionary management services in response to regulatory change and drive for efficiency and quality of service⁷ 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. Platform, UK Financial Advisers, Investment Distribution June 2025 12 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- ![img-9.jpeg](img-9.jpeg) Strategic Report Governance Report Financial Statements Company Financial Statements What advisers say about us Reliable well-regarded name in the marketplace.” Brooks Macdonald Group plc Annual Report and Accounts 2026 13 --- # Our business model ![img-10.jpeg](img-10.jpeg) ## Our Operating Model We serve clients across their entire financial lifecycle... Accumulators Preparers Retirees Inter-generational wealth transfer ...through our diversified and relevant product offering... ![img-11.jpeg](img-11.jpeg) Investment Management: - Bespoke Portfolio Service - Managed Portfolio Service - AIM portfolio service - Multi-asset fund solutions - Brooks Macdonald Strategic Partnerships (BMSP) ![img-12.jpeg](img-12.jpeg) Financial planning: - Mortgages - Life insurance and insurance advice - Employee benefit services - Tax planning - Charities ...and trusted financial advice >1,000 independent financial advisers across the UK c.90 independent financial planners and paraplanners £5.7bn AUA 14 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## 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.” ![img-13.jpeg](img-13.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 15 --- # Stakeholder engagement ## Section 172(1) statement 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 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 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 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 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 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. ![img-14.jpeg](img-14.jpeg) 16 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements The Board has considered the interest of stakeholders throughout the year. ## 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 ## 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 --- # Stakeholder engagement continued ## Section 172(1) statement ### 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 ### 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 18 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## 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 ![img-15.jpeg](img-15.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 19 --- # Our strategy ## 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. | 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 | 20 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## 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. 92% BPS/MPS custody client retention rate ### 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. ## 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. ![img-16.jpeg](img-16.jpeg) ## Gold award for DFM Service 2026 ![img-17.jpeg](img-17.jpeg) ![img-18.jpeg](img-18.jpeg) ![img-19.jpeg](img-19.jpeg) ## 5 Stars for Solutions Bespoke Portfolio Service Managed Portfolio Service Platform Managed Portfolio Service Brooks Macdonald Group plc Annual Report and Accounts 2026 21 --- # Financial review continued 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. 28 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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 --- # Financial review continued ## Underlying cost analysis (£m) ### Efficiency actions and financial planning synergies create capacity for investment ![img-20.jpeg](img-20.jpeg) ## 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. 30 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ### 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 --- # Financial review continued ## 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 ![img-21.jpeg](img-21.jpeg) $^{1}$ 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 ![img-22.jpeg](img-22.jpeg) $^{1}$ 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. 32 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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 --- # Responsible business ## Our approach to responsible business 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. ![img-23.jpeg](img-23.jpeg) 34 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## Our People and Communities **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 #### 1 Strengthening leadership and management We are investing in the next generation of leaders, equipping them with the tools, mindset and confidence to lead with impact and support our future growth ambitions. #### 2 Driving a high-performance culture We foster a culture in which excellence is expected, celebrated and continuously pursued, fuelling both individual and business growth. #### 3 Enhancing skills and capabilities We are committed to lifelong learning. By developing critical skills and future-ready capabilities, we ensure our people stay ahead in a rapidly evolving world. ### Shaping confident, capable leaders We believe that great leadership drives great outcomes. 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. ![img-24.jpeg](img-24.jpeg) ![img-25.jpeg](img-25.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 35 --- # Responsible business continued ## Our People and Communities 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 employees' 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. 36 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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 'Give As You Earn' 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 --- # Responsible business continued ## Corporate and operational **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. 38 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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. | Source of energy and emissions | Energy consumption (MWh) | | GHG emissions (tCO_{2}e) | | | --- | --- | --- | --- | --- | | | 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 --- # Responsible business continued **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. 40 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements # Summary disclosure against TCFD recommendations **In this section, we provide a summary of the key disclosures from the full TCFD report.** 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 of disclosure ### Governance #### The Board’s role in oversight Page 05 in full TCFD report #### Management’s role in assessing risks and opportunities Pages 05 to 08 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. 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. Brooks Macdonald Group plc Annual Report and Accounts 2026 41 --- # Summary disclosure against TCFD recommendations continued ## 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°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. | 42 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements # 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 --- # Summary disclosure against TCFD recommendations continued ## 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** | 44 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements | 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 --- # Summary disclosure against TCFD recommendations continued ## 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 ![img-26.jpeg](img-26.jpeg) 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 46 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements 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 --- # Summary disclosure against TCFD recommendations continued 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. ![img-27.jpeg](img-27.jpeg) 48 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements # Non-financial and sustainability information statement The information displayed here, including the references to other sections of the report, represents the Company's 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 Group's 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 | Brooks Macdonald Group plc Annual Report and Accounts 2026 49 --- # Risk management We have a robust approach to risk management to support positive client outcomes. We continue to optimise our risk management processes across the Group, leveraging technology where there is a specific opportunity to do so. 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"). ## 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. ![img-28.jpeg](img-28.jpeg) 50 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements **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 --- # Risk management continued ## 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. | 52 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements | 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 --- # Risk management continued | 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. | 54 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements # Viability statement **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. Brooks Macdonald Group plc Annual Report and Accounts 2026 55 --- # 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 56 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## Chair's introduction to governance ![img-29.jpeg](img-29.jpeg) 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 Brooks Macdonald Group plc Annual Report and Accounts 2026 57 --- # Board of Directors ![img-30.jpeg](img-30.jpeg) **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. ![img-31.jpeg](img-31.jpeg) **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. 58 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ![img-32.jpeg](img-32.jpeg) **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. ![img-33.jpeg](img-33.jpeg) **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 --- # Board of Directors continued ![img-34.jpeg](img-34.jpeg) 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. ![img-35.jpeg](img-35.jpeg) 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. 60 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ![img-36.jpeg](img-36.jpeg) **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 ![img-37.jpeg](img-37.jpeg) **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 --- # Board roles ## 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. 62 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements # Board overview **The Brooks Macdonald Board is responsible for the Group's corporate governance and is committed to maintaining a strong governance framework to support and build robust personal relationships that allow us to provide a high level of service to all our partners and clients. In order to achieve this, the Board meets on a regular basis.** During the year to 30 June 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 - CEO's report, including business performance - Chief Financial Officer's report - Chief Investment Officer's report - Chief People Officer's report - Committee Chairs' updates ### Financials - Annual and Interim Report and Accounts - Dividend recommendations - Budget and medium-term plan - Monthly performance MI ### Strategy and projects - AI - Product and Distribution strategy - M&A - SS&C relationship optimisation ### Governance and regulatory - 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") Brooks Macdonald Group plc Annual Report and Accounts 2026 63 --- # Board overview continued ## 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. | 64 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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 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 --- # Board overview continued ## Case study of Board decision ### 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. 66 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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. ![img-38.jpeg](img-38.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 67 --- # How the Board embeds culture 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. 68 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements # Board and committee structure The Board has responsibility for promoting the long-term strategy and success of the Group by providing leadership, shaping the Group's culture, and agreeing the risk appetite and the appropriate systems of control for risk management. The Board delegates certain responsibilities to the Committees shown here. ## Board Committees ### Audit Committee 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. Brooks Macdonald Group plc Annual Report and Accounts 2026 69 --- # Board and committee structure continued ## 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 ### Gender diversity ![img-39.jpeg](img-39.jpeg) ### Independence ![img-40.jpeg](img-40.jpeg) ### Board tenure ![img-41.jpeg](img-41.jpeg) ### Age ![img-42.jpeg](img-42.jpeg) ### Ethnicity ![img-43.jpeg](img-43.jpeg) 70 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements # **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 --- # Audit Committee report ![img-44.jpeg](img-44.jpeg) 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 ## 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. 72 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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 --- # Audit Committee report continued ## 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. 74 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements 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 --- # Nomination Committee report ![img-45.jpeg](img-45.jpeg) “We welcomed Euan Munro onto the Board.” Nomination Committee Chair ## 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 76 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements 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 --- # Nomination Committee report continued ## 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. 78 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- ![img-46.jpeg](img-46.jpeg) # 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 --- # Risk and Compliance Committee report continued 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: Risk and Compliance Committee Chair 98 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- ![img-47.jpeg](img-47.jpeg) # What advisers say about us I have been with my personal adviser for a great many years. I have always been very satisfied.” Brooks Macdonald Group plc Annual Report and Accounts 2015 99 --- # Report of the Directors **The Directors present herewith their Annual Report, together with the audited financial statements of the Group for the year ended 30 June 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). 100 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements ## 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 themselves 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 Company Secretary 2 September 2026 Brooks Macdonald Group plc Annual Report and Accounts 2026 101 --- # Statement of Directors' responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards. Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; - make judgements and accounting estimates that are reasonable and prudent; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the 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 102 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements # Independent Auditors' report to the members of Brooks Macdonald Group plc ## 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. Brooks Macdonald Group plc Annual Report and Accounts 2026 103 --- # Independent Auditors' report continued to the members of Brooks Macdonald Group plc | 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. | 104 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements 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 --- # Independent Auditors' report continued to the members of Brooks Macdonald Group plc ## 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. 106 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic Report Governance Report Financial Statements Company Financial Statements ## 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 --- # Independent Auditors' report continued to the members of Brooks Macdonald Group plc ## 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. ### Gary Shaw (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2 September 2026 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- ![img-48.jpeg](img-48.jpeg) Brooks Macdonald Group plc Annual Report and Accounts 2026 109 --- # 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 110 Brooks Macdonald Group plc Annual Report and Accounts 2026 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements Company^{}[] Financial Statements # Consolidated statement of comprehensive income For the year ended 30 June 2026 | | Note | 2026 £'000 | 2025 £'000 | | --- | --- | --- | --- | | Revenue | 6 | 118,112 | 111,560 | | Administrative costs | 7 | (119,547) | (99,282) | | **Operating (loss)/profit** | 8 | (1,435) | 12,278 | | Other losses | 9 | (334) | (272) | | Finance income | 10 | 1,935 | 2,827 | | Finance costs | 10 | (1,640) | (597) | | Other non-operating income | 11 | 4,661 | 3,283 | | **Profit before tax** | | 3,187 | 17,519 | | Taxation | 12 | (769) | (5,889) | | **Profit for the year from continuing operations attributable to equity holders of the Company** | | 2,418 | 11,630 | | Profit for the year from discontinued operations | | – | 9,354 | | **Other comprehensive expense** | | | | | Items that may be reclassified to profit or loss: | | | | | Changes in the fair value of debt instruments at FVOCI | 18 | (85) | – | | Taxation impact | | 21 | – | | **Other comprehensive expense for the year, net of tax** | | (64) | – | | **Total comprehensive income for the year attributable to equity holders of the Company** | | 2,354 | 20,984 | | **Earnings per share from continuing operations** | | | | | Basic | 13 | 15.5p | 72.0p | | Diluted | 13 | 15.1p | 71.4p | | **Earnings per share from discontinued operations** | | | | | Basic | 13 | – | 57.9p | | Diluted | 13 | – | 57.4p | The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. Brooks Macdonald Group plc Annual Report and Accounts 2026 111 --- # Consolidated statement of financial position As at 30 June 2026 | | Note | 2026 £'000 | 2025 £'000 | | --- | --- | --- | --- | | **Assets** | | | | | **Non-current assets** | | | | | Intangible assets | 15 | **119,478** | 119,465 | | Property, plant and equipment | 16 | **7,101** | 3,418 | | Right-of-use assets | 17 | **10,802** | 12,790 | | Financial assets at amortised cost | 18 | – | 19,925 | | Financial assets at fair value through other comprehensive income | 18 | **9,734** | – | | Deferred contingent consideration receivable | 19 | – | 13,899 | | **Total non-current assets** | | **147,115** | 169,497 | | **Current assets** | | | | | Financial assets at fair value through profit or loss | 18 | **1,346** | 1,095 | | Financial assets at fair value through other comprehensive income | 18 | **5,142** | – | | Deferred contingent consideration receivable | 19 | **14,974** | 289 | | Trade and other receivables | 20 | **17,204** | 25,881 | | Current tax asset | | **1,293** | – | | Cash and cash equivalents | 21 | **10,086** | 33,915 | | **Total current assets** | | **50,045** | 61,180 | | **Total assets** | | **197,160** | 230,677 | | **Liabilities** | | | | | **Non-current liabilities** | | | | | Lease liabilities | 23 | **13,459** | 14,218 | | Provisions | 24 | **154** | 773 | | Deferred contingent consideration payable | 25 | – | 1,929 | | Net deferred tax liabilities | 26 | **8,596** | 9,163 | | Other non-current liabilities | 27 | **389** | 1,044 | | **Total non-current liabilities** | | **22,598** | 27,127 | | **Current liabilities** | | | | | Lease liabilities | 23 | **689** | 700 | | Provisions | 24 | **186** | 1,890 | | Deferred contingent consideration payable | 25 | **2,023** | 14,176 | | Trade and other payables | 28 | **28,234** | 31,294 | | Current tax liabilities | | – | 1,041 | | **Total current liabilities** | | **31,132** | 49,101 | | **Net assets** | | **143,430** | 154,449 | | **Equity** | | | | | Share capital | 29 | **159** | 160 | | Share premium account | 29 | **83,987** | 83,987 | | Other reserves | 30 | **134** | 197 | | Retained earnings | 30 | **59,150** | 70,105 | | **Total equity** | | **143,430** | 154,449 | The consolidated financial statements were approved on 2 September 2026 by the Board of Directors and authorised for issue, and signed on their behalf by: | **Andrea Montague** | **Katherine Jones** | | --- | --- | | CEO | CFO | Company registration number: 04402058 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 112 Brooks Macdonald Group plc Annual Report and Accounts 2026