REG - Brooks Macdonald Grp - 2025 Full-year results
04/09/2025 07:00
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RNS Number : 9363X Brooks Macdonald Group PLC 04 September 2025
4 September 2025
BROOKS MACDONALD GROUP PLC
2025 Full-year results
Brooks Macdonald Group plc ("Brooks Macdonald" or the "Group") today announces
full-year results for the financial year ended 30 June 2025.
Andrea Montague, CEO of Brooks Macdonald, commented:
"This year we have focused on the execution of our strategy to Reignite
Growth.
We are now a UK-focused wealth manager. We have created a scalable financial
planning business. We have launched a suite of Retirement Strategies that meet
a growing client need and continue to deliver strong investment performance.
We are building momentum and creating the conditions for success. I am
confident in the outlook for the current financial year and beyond."
Financial highlights(1)
· Total funds under management and advice ("FUMA") increased by 17.3% to
£19.2 billion (30 June 2024: £16.4 billion). Of this, funds under management
("FUM") was £16.6 billion and advised only assets were £2.6 billion.
· Full-year net outflows of £0.4 billion, with a marked improvement in
the second half of the financial year (H2 2025 net outflows £0.1 billion, H1
2025 net outflows £0.3 billion).
· Revenue increased 4.6% to £111.6 million, supported by higher
financial planning income following the acquisitions, partly offset by lower
interest income and lower fee income.
· Underlying costs, excluding acquisitions, remained flat compared with
the prior year, reflecting strict cost discipline. Total underlying costs,
including acquisitions and net finance income, increased by 8.2% to £82.7
million.
· Underlying profit before tax ("PBT") reduced by 4.6% to £28.9
million, representing a margin of 25.9%.
· Statutory PBT reduced to £17.5 million (2024: profit of £24.6
million) largely due to higher acquisition and integration costs, and profit
after tax from discontinued operations was £9.4 million (2024: loss of £13.9
million). Total comprehensive income for the year was £21.0 million (2024:
£6.5 million).
· Proposed final dividend of 51.0 pence per share, resulting in a
full-year dividend of 81.0 pence per share, an increase of 3.8% vs prior year
and the 20(th) consecutive year of dividend growth.
· Completed £8.1 million share buyback, acquiring and cancelling
538,000 shares to date.
Strategic highlights
· Our strategy to 'Reignite Growth' is delivering.
· Sold Brooks Macdonald International ("BMI") and re-shaped the Group to
be a UK-focused wealth manager.
· Completed three financial planning acquisitions and successfully
launched Brooks Financial.
· New experienced leadership, executing at pace.
· Significant increase in client engagement over the year, and improved
brand awareness.
· Strong investment performance, with all five risk profiles across our
BPS offering exceeding their respective ARC peer group comparator over one-,
three-, five- and 10-year horizons.
· Expanded product offering with the launch of Global MPS and new suite
of Retirement Strategies, including a solution available on third-party
platforms.
· Moved from AIM to the Main market of the London Stock Exchange
("LSE").
· Defaqto Gold award for Discretionary Fund Management Service for
fourth consecutive year.
Key financials
£ millions unless stated otherwise 2025 2024(1) Change
Revenue 111.6 106.7 4.6%
Underlying operating expenses(2 3) 82.7 76.4 8.2%
Underlying operating PBT(3) 28.9 30.3 (4.6)%
Underlying operating profit margin(3) 25.9% 28.4% 2.5ppts
Statutory PBT 17.5 24.6 (28.9)%
Underlying diluted earnings per share(3) 130.4p 150.9p (13.6)%
Statutory diluted earnings per share 71.4p 124.5p (42.7)%
Dividend per share 81.0p 78.0p 3.8%
Outlook
We remain focused on delivering our Reignite Growth strategy. This includes
continued organic investment to expand our technology and AI enablement,
enhancing client service and our efficiency, as well as evaluating M&A
opportunities, that align with our strategy.
Regular client engagement remains the key priority. We will be evolving our
product offering, to ensure we can continue to meet the needs of our clients,
throughout their financial lifecycle.
We are creating the conditions for success and see exciting growth
opportunities in front of us in the year ahead.
2025 full-year results presentation
A presentation to investors and financial analysts, including a recorded
webcast will be published on our website shortly, and can be found on:
https://www.brooksmacdonald.com/investor-relations/results-centre
(https://www.brooksmacdonald.com/investor-relations/results-centre)
A Q&A session with Andrea Montague, CEO, and Katherine Jones, CFO, will be
held at 9.00am BST on 4 September 2025, via a live webcast, or by dialling in
using the conference call details below. Registration for the webcast is
required and can be accessed via a link:
https://brrmedia.news/BrooksMacdonaldFYResults2025
(https://brrmedia.news/BrooksMacdonaldFYResults2025)
Dial in numbers:
UK-wide: +44 (0) 33 0551 0200
UK toll free: +44 (0) 808 109 0700
Password (if prompted): Quote 'Brooks Macdonald - FY Results'
Investor enquiries
Brooks Macdonald
Andrea Montague, CEO
Katherine Jones, CFO
Eva Hatfield, Director of Investor Relations +44 (0)
7418 923 061
Email: eva.hatfield@brooksmacdonald.com
(mailto:eva.hatfield@brooksmacdonald.com)
Media enquiries
Misha Bayliss
+44 (0) 20 74275465
Oscar Burnett
+44 (0) 20 74275435
Email: brooksmacdonald@teneo.com (mailto:brooksmacdonald@teneo.com)
About Brooks Macdonald
Brooks Macdonald Group plc is a leading UK-focused wealth manager.
Proudly serving IFAs and clients since 1991, Brooks Macdonald is
independent, financially strong, and aims to deliver strong and consistent
investment performance for clients to meet their financial objectives. Brooks
Macdonald provides innovative investment solutions to support IFAs and their
clients throughout their entire lives as needs and circumstances change. The
company is recognised as an innovator in the industry having been one of the
first to develop and launch key products such as Managed Portfolio Service.
Realising Ambitions. Securing Futures. We are Brooks Macdonald.
Notes:
Numbers are subject to rounding.
1. The prior financial year has been restated to separate the results of
discontinued operations, consistent with the presentation in the current
financial year.
2. Includes net finance income of £2.5 million (2024: £2.4 million).
3. A reconciliation between the underlying measure and its closest IFRS
equivalent can be found in the Financial Review section of this announcement.
Forward-looking statements
This announcement may include statements, beliefs or opinions that are, or may
be deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "targets", "aims", "continues", "expects", "intends", "hopes",
"may", "will", "would", "could" or "should" or, in each case, their negative
or other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. No representation or
warranty is made that any of these statements or forecasts will come to pass
or that any forecast results will be achieved. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements contained in the announcement speak only as of their respective
dates, reflect Brooks Macdonald's current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Brooks Macdonald's business, results
of operations, financial position, liquidity, prospects, growth and
strategies.
Except as required by any applicable law or regulation, Brooks Macdonald
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in this
announcement or any other forward-looking statements it may make whether as a
result of new information, future developments or otherwise.
CEO's statement
The year in review
I am pleased to present these results covering a year of change in the
markets, for our sector and for our Company. Regulatory and government policy
changes brought additional uncertainty and served to underline the need for
trusted financial advice and wealth management now more than ever from Brooks
Macdonald.
We have reshaped the business and are now a UK-focused wealth manager,
positioned to invest in the growth opportunities across our market.
Our clients
Responding to feedback from our clients, we launched two new products in three
months - Global Managed Portfolio Service and our innovative Retirement
Strategies offering bespoke, tailored and modelled options to bring clients
clarity, choice and confidence in their retirement planning.
Our Retirement Strategies launch builds on our experience in this key area of
retirement planning. With the growth in defined contribution pension schemes,
managing drawdown is a growing challenge for many more people as they approach
retirement. We are one of the first companies to offer modelled solutions for
income drawdown. Initial interest has been strong.
Our Centralised Investment Proposition ("CIP"), a competitive differentiator
for Brooks Macdonald, delivered another year of strong performance. Our BPS
investment strategies have outperformed their relevant ARC peer group indices
over one, three, five, and 10 years across all risk profiles. Our diversified
positioning across regions, sectors and styles ensures portfolios remain
well-placed to capture opportunities and navigate the evolving macroeconomic
landscape.
Our company
The sale of our international business focused Brooks Macdonald on the UK.
The acquisition of three financial planning businesses scaled our financial
advice business with new lines of business in mortgages, life insurance,
benefits, sport and charities. Our business is about building trusted
relationships, and this means we are spending more time with our valued IFAs
and direct financial planning clients across the country. We continue to
invest in our operating platform to provide quality client service.
In March, Brooks Macdonald moved from AIM to the Main Market of the LSE,
broadening investor access.
Our performance
We reported FUMA of £19.2 billion (2024: £16.4 billion), driven by
acquisitions and positive market and investment performance. FUM was up 7.0%
in the year, with investment performance of £0.7 billion more than offsetting
the impact of net outflows.
BPS outflows significantly improved in the second half along with strong
inflows across our Platform MPS offering, especially in the final quarter,
which delivered the best quarterly flow performance in two years with net
outflows of £5 million. Our overall net outflows were at £396 million, with
a notable improvement in the second half (H2 25: £134 million, H1 25: £262
million).
Revenue increased by 4.6% to £111.6 million (2024: £106.7 million),
supported by higher financial planning revenue from acquired businesses,
partially offset by lower interest and fee income. The underlying cost
excluding acquisitions were flat on the prior year, demonstrating the strict
cost control. The underlying profit before tax reduced to £28.9 million
(2024: £30.3 million) and the underlying profit margin was 25.9% (2024:
28.4%). Statutory profit before tax fell to £17.5 million (2024: £24.6
million), primarily due to the acquisitions related costs.
Our people
As a wealth manager offering trusted financial advice, our people make the
difference. We engage with our colleagues throughout the year through
townhalls, small conversations and by visiting our offices. Our recent
employee engagement survey has given valuable insight into views on career
progression, learning and development, and our culture.
New appointments to our Executive Committee brought talent, expertise,
diversity and experience. Together as a team, we have moved at pace to bring
our strategy to life.
Looking ahead
In conclusion, it has been a busy year as we have refocused the Group, added
new capabilities and strengthened our leadership team with new hires. We are
changing the way we work to deliver excellent customer service, to extend our
client reach and, as we grow, secure efficiencies. There is more to be done,
and I am confident we are creating the conditions for success.
This coming year, we will continue to invest in growth, in technology and AI
enablement to take our client service and efficiency to the next level. We
will evolve our products so that they stand out in growth markets and continue
to be relevant across all stages of our clients' financial lifecycle.
I want to thank all Brooks Macdonald colleagues for their contributions to our
results and in the execution of our strategy and, most importantly, our
clients for their support. Change brings opportunities and I remain confident
in our future to live our purpose, to realise the ambitions and to secure the
futures of our clients.
Andrea Montague
CEO
Financial Review
"I am pleased to report my first set of full-year results for Brooks
Macdonald, delivering revenue growth alongside continued cost discipline.
Following the acquisition of the three financial planning businesses, we have
made good progress on integration and are well positioned as a UK-focused
wealth manager to leverage our enhanced advice expertise and focus on driving
and delivering our strategy to reignite growth."
Basis of presentation
During the 2025 financial year, we completed the sale of BMI, as well as the
investment management contract of the SVS Brooks Macdonald Defensive Capital
Fund ("DCF") (subsequently renamed SVS RM Defensive Capital Fund). As a
result, the BMI operations and the DCF activities have been classified as
discontinued operations in the 2025 results, and the prior year comparative
financial information included in this report, has been restated in accordance
with IFRS 5 'Non-current assets held for sale and discontinued operations'.
In addition, we completed three acquisitions during 2025 CST Wealth Limited
("CST Wealth"), Lucas Fettes (Holdings) Limited, with its wholly owned
subsidiary, Lucas Fettes and Partners (Financial Services) Limited (together
"Lucas Fettes"), and LIFT-Financial Group Limited and LIFT-Invest Limited
(together "LIFT") (together "the acquisitions"). The financial results from
the acquired businesses have been consolidated into the 2025 financial
statements from their acquisition date, and so include eight months for CST
Wealth, seven months for Lucas Fettes and five months for LIFT. Refer to note
14 of the consolidated financial statements for further information. The
financial information is presented on a continuing basis, unless stated
otherwise.
Financial results summary
The table below shows our financial performance for the years ended 30 June
2025 and 2024.
£ million (unless stated otherwise) 2025 2024 restated(1)
Total FUMA (£'billion) 19.2 16.4
Total FUM (£'billion) 16.6 15.5
Net flows (£'billion) (0.4) (0.4)
Fee income 72.9 74.7
Financial planning income 17.1 8.2
Transactional and FX income 14.0 12.4
Interest income 7.6 11.4
Total revenue 111.6 106.7
Fixed staff costs (41.7) (37.2)
Variable staff costs (10.3) (11.4)
Total staff costs (52.0) (48.6)
Non-staff costs (33.2) (30.2)
Total underlying costs (85.2) (78.8)
Net finance income 2.5 2.4
Underlying profit before tax 28.9 30.3
Underlying adjustments (11.4) (5.7)
Statutory profit before tax 17.5 24.6
Taxation (5.9) (4.2)
Statutory profit after tax 11.6 20.4
Result from discontinued operations 9.4 (13.9)
Total comprehensive income for the year 21.0 6.5
1. The prior financial year has been restated to separate the results of
discontinued operations, consistent with the presentation in the current
financial year. Refer to note 13 for details of the results of discontinued
operations. In addition, there has been an update to the results presented in
the restated comparative period previously disclosed in the interim report and
accounts for the six months ended 31 December 2024. Refer to the note 2 of the
consolidated financial statements for further details.
Movements in FUMA, by service
£ million Opening assets Gross inflows Gross outflows Net flows Acquired Market and investment performance Closing assets Net flows growth FUM growth
(unless stated otherwise) 1 July 2024 restated(1) 30 June 2025
BPS 8,880 649 (1,372) (723) - 371 8,528 (8.1)% (4.0)%
MPS Custody 974 48 (157) (109) - 41 906 (11.2)% (7.0)%
MPS Platform 4,367 1,682 (1,081) 601 788 227 5,983 13.8% 37.0%
Total MPS 5,341 1,730 (1,238) 492 788 268 6,889 9.2% 29.0%
Funds 1,323 210 (375) (165) - 50 1,208 (12.5)% (8.7)%
Total FUM 15,544 2,589 (2,985) (396) 788 689 16,625 (2.5)% 7.0%
Advised only assets 826 1,751 2,577
Total FUMA 16,370 2,539 19,202 17.3%
1. The prior financial year has been restated to separate the results of
discontinued operations, consistent with the presentation in the current
financial year.
Total FUMA increased 17.3% to £19.2 billion (30 June 2024: restated £16.4
billion), as a result of recent acquisitions contributing £2.5 billion, and
positive market and investment performance. Closing FUMA comprises total FUM
of £16.6 billion (30 June 2024 restated: £15.5 billion) and advised only
assets of £2.6 billion (30 June 2024: £0.8 billion).
Growth in FUM was largely driven by acquisitions, as well as market and
investment performance, which added £0.7 billion. Total net outflows of £0.4
billion were broadly in line with the prior year (2024 restated: outflows
£0.4 billion), with a marked improvement in net flows in the second half of
the financial year (H2 2025 net outflows £0.1 billion, H1 2025 net outflows
£0.3 billion). This reflects the benefit of management actions taken over the
year, including extensive IFA roadshows and targeted meetings with clients. As
a result, in the final quarter, we reported the best quarterly net flow
performance in two years (net outflows of £5 million).
Net outflows across our BPS offering totalled £723 million (2024: outflows
£558 million), with significant improvement in H2, driven by lower Core BPS
outflows and higher inflows in our Retirement Strategies offering. This
reflects the greater IFA outreach over the year, and key client engagement to
promote our retirement offering. Overall, BPS FUM closed down 4.0% at £8.5
billion (30 June 2024: £8.9 billion).
MPS Platform reported net inflows of £601 million (2024: £467 million)
representing growth of 13.8%. Of this total, MPS Platform saw organic net
flows of £575 million and transfers from the acquired businesses contributed
£26 million. Acquisitions added £0.8 billion of FUM and market and
investment performance added a further £0.2 billion, leading to overall FUM
growth of 37.0% to £6.0 billion (30 June 2024: £4.4 billion).
Advised only assets increased to £2.6 billion (30 June 2024: £0.8 billion)
benefitting from £1.8 billion of acquired assets in the second half of the
year. Over time, in line with our strategy and subject to client suitability,
a greater proportion of these advised only assets may become managed and
advised.
The market and investment performance of £0.7 billion represents 4.4% of
opening FUM. Overall, we recorded a robust performance when compared to MSCI
and ARC Benchmarks over the course of the financial year.
Revenue
Total revenue increased by 4.6% to £111.6 million (2024: £106.7 million).
This was principally driven by financial planning income growing to £17.1
million (2024: £8.2 million), of which financial planning income from recent
acquisitions contributed £8.2 million, and transactional and FX income of
£14.0 million (2024: £12.4 million), which benefitted from increased trading
volume in the financial year. This was partially offset by lower interest
income, down 33.3% to £7.6 million (2024: £11.4 million), and fee income,
which decreased by 2.4% to £72.9 million (2024: £74.7 million). The
reduction in interest income was largely due to lower average interest rates
over the year, while the reduction in fee income principally reflects mix
effects, with stronger growth across lower margin MPS Platform offerings
compared to the higher margin BPS offering, which experienced outflows.
Revenue, average FUM and yields
Revenue Average FUM Yields
2025 2024(1) Change % 2025 2024(1) Change % 2025 2024(1) bps Change bps
£m £m £m £m bps
BPS fees 51.4 54.4 (5.6)% 8,373 8,579 (2.4)% 61.4 63.5 (2.1)
BPS transactional and FX income 14.0 12.2 14.7% 16.7 14.2 2.5
Total BPS 65.4 66.6 (1.8)% 8,373 8,579 (2.4)% 78.1 77.7 0.4
MPS Custody 5.4 5.8 (5.4)% 929 972 (4.5)% 58.6 59.2 (0.6)
MPS Platform 9.0 7.1 26.7% 5,058 3,892 30.0% 17.7 18.2 (0.5)
Total MPS 14.4 12.9 11.8% 5,987 4,864 23.1% 24.0 26.4 (2.4)
Funds 6.5 6.8 (3.7)% 1,445 1,486 (2.8)% 44.9 45.4 (0.5)
Total (excluding interest income) 86.3 86.3 0.0% 15,805 14,929 5.9% 54.6 57.8 (3.2)
Interest income - BPS 6.8 10.2 (33.0)% 8.2 11.9 (3.7)
Interest income - MPS Custody 0.8 1.2 (34.6)% 8.2 11.9 (3.7)
Total FUM-related revenue 93.9 97.7 (3.9)% 15,805 14,929 5.9% 59.4 65.4 (6.0)
Financial planning 17.1 8.2 108.8% 45.4 34.6 10.8
Other income 0.6 0.8 (19.2)%
Total non-FUM-related revenue 17.7 9.0 97.7%
Total revenue 111.6 106.7 4.6%
1. The prior financial year has been restated to separate the results of
discontinued operations, consistent with the presentation in the current
financial year.
During the year, the overall yield decreased by 6.0bps to 59.4bps (2024:
65.4bps). The yield on total BPS increased by 0.4bps to 78.1bps (2024:
77.7bps). This reflects higher transaction and FX income, offsetting the
impact of lower fee and product mix. This was driven by the variation in fee
rates on gross BPS outflows and rates achieved on new business within Core BPS
and the product mix across the underlying BPS services, including the Gilts
offering.
The yield on total MPS decreased by 2.4bps to 24.0bps (2024: 26.4bps), largely
due to the increased proportion of FUM held within the lower-yielding MPS
Platform compared to MPS Custody.
The yield on interest income, net of amounts paid to clients, decreased by
3.7bps to 8.2bps (2024: 11.9bps). The reduction reflects the fall in the Bank
of England base rate over the year, combined with an increase in the
proportion of interest income shared with clients.
Underlying costs
Excluding costs acquired with the Financial Planning businesses of £6.2
million (2024: nil), the underlying costs (including £2.5 million of finance
income) were broadly flat at £76.5 million. This reflects inflationary and
regulatory cost increases of 2.6% and investment in capability and capacity of
5.4% to support business growth, offset by 7.7% of cost savings due to
management actions, including organisational restructuring, lower variable pay
costs and more discipline around non-staff costs. Total underlying costs,
including acquisitions and finance income, increased by 8.2% to £82.7 million
(2024 restated: £76.4 million).
Underlying cost analysis (£m)
1. Includes net finance income of £2.5 million (2024: £2.4 million).
Staff costs
Excluding acquisitions, staff costs decreased by 3.3% to £47.0 million (2024
restated: £48.6 million), as a result of organisational restructuring and
lower variable pay, which countered inflationary pressures and senior hires to
support our 'Reignite Growth' strategy. Total staff costs increased by 7.0% to
£52.0 million, primarily as a result of 171 employees joining the Group
through the acquisitions made over the year, representing c.30% of the overall
headcount at 30 June 2025.
Non-staff costs
Excluding acquisitions, non-staff costs increased by 5.6% to £31.9 million
(2024 restated £30.2 million), driven by higher regulatory fees and levies,
depreciation and amortisation charges from strategic investments, and property
and distribution costs. The acquisitions added £1.3 million in non-staff
costs, resulting in total non-staff costs of £33.2 million (2024: £30.2
million).
Profit before tax
Underlying profit before tax decreased by 4.6% to £28.9 million (2024
restated: £30.3 million), and the underlying profit margin was 25.9% (2024
restated: 28.4%).
On a statutory basis, the profit before tax was down 28.9% to £17.5 million
(2024: £24.6 million), driven by non-recurring one-off items including
acquisition and integration costs and organisational restructure costs.
The profit from discontinued operations, which is presented after tax, was
£9.4 million (2024: loss of £13.9 million). This comprises the operating
results generated by the DCF and BMI prior to their respective disposal dates
(November 2024 and February 2025, respectively) and the gains on their
disposal. Further information is provided in note 13 of the consolidated
financial statements.
Reconciliation between underlying and statutory PBT
Underlying PBT is considered by the Board to be an appropriate reflection of
the Group's performance when compared to the statutory results as this
excludes income and expense categories, which are deemed to be of a
non-recurring nature or non-operating items. The Non-IFRS financial
information section includes a glossary of the Group's APMs and the criteria
for how each are considered.
A reconciliation between underlying and statutory PBT for the year ended 30
June 2025, with comparative financial information is presented in the
following table.
£ million (unless stated otherwise) 2025 2024
Underlying profit before tax 28.9 30.3
Acquisition and integration related costs (4.4) (0.4)
Amortisation of acquired client relationships (4.0) (3.4)
Organisational restructure (2.1) (2.1)
Move to LSE Main Market costs (1.9) -
Head office relocation (1.3) -
Other non-operating items 2.3 0.2
Total underlying adjustments (11.4) (5.7)
Statutory profit before tax 17.5 24.6
Acquisition and integration related costs (£4.4 million charge)
These represent costs incurred in relation to the Group's recent acquisitions,
and include legal fees, fair value adjustments and finance costs in relation
to the deferred contingent consideration. The prior financial year charge
relates to the share-based payment for share options awarded to onboarded
employees as part of the integration of a prior period acquisition. These
costs are excluded from the underlying results in view of their one-off nature
arising as part of an acquisition.
Amortisation of acquired client relationships (£4.0 million charge)
Intangible assets are recognised on the acquisition of new businesses and in
the course of acquiring FUM and financial advice portfolios. These are
amortised over their useful life, which has been assessed to range between six
and 20 years. This amortisation charge has been excluded from underlying
profit since it is a significant non-cash item. Refer to note 17 of the
consolidated financial statements for more detail.
Organisational restructure (£2.1 million charge)
As part of the Group's strategy to ensure it operates in an efficient manner
and delivers the best service to clients, further opportunities were
identified to streamline and remove duplication from core processes, resulting
in redundancy costs. These have been excluded from underlying earnings on the
basis that they are in relation to business restructuring .
Move to LSE Main Market costs (£1.9 million charge)
In March 2025, the Group announced its successful admission to the LSE's Main
Market, which the Board believes will further enhance the Group's corporate
profile and extends the opportunity to own its ordinary shares to a broader
group of investors. Costs incurred in this transaction have been excluded from
underlying earnings due to their one-off nature.
Head office relocation (£1.3 million charge)
This primarily relates to the dual running costs whilst the Group relocates to
the new head office in Q4 2025. These have been excluded from underlying
earnings on the basis that they are non-recurring in nature.
Other non-operating items (£2.3 million credit)
This primarily relates to a refund from HMRC (£3.1 million) in respect of VAT
arising on the Group's AIM Portfolio Services as it was confirmed this was
exempt from VAT, covering the period from 1 October 2019 to 30 September 2024.
This is partially offset by legacy legal costs and strategic and
transformation reviews, conducted as a result of the significant business
change following the acquisitions and BMI disposal. These items are excluded
from underlying results in view of their non-recurring nature.
Taxation
The underlying tax charge increased to £7.7 million (2024 restated: £5.5
million), representing an effective tax rate ("ETR") of 26.5% (2024 restated:
18.2%). This is slightly higher than the corporation tax rate of 25.0% due to
higher disallowable expenses, which include the corporate activity over the
year, of £0.4 million (2024: £0.2 million).
The statutory tax charge was £5.9 million (2024 restated: £4.2 million),
representing an ETR of 33.6% (2024 restated: 17.2%). The increase is driven by
lower share option exercises and non-deductible expenses, including the impact
of corporate activity over the year of £0.5 million and the move to the LSE's
Main Market of £0.5 million. Refer to note 12 of the consolidated financial
statements for further information.
Earnings per share ("EPS")
Underlying diluted EPS reduced by 13.6% to 130.4p (2024 restated: 150.9p), and
statutory diluted EPS decreased by 42.7% to 71.4p (2024 restated: 124.5p),
reflecting the combined effects of the movements in earnings and ETRs, and a
diluted weighted average number of shares in issue of 16.3 million (2024: 16.4
million). Details on the basic and diluted EPS are provided in note 15 of the
consolidated financial statements.
2025 2024 restated(1)
EPS from continuing operations
Basic 72.0p 126.6p
Diluted 71.4p 124.5p
EPS from discontinued operations
Basic 57.9p (86.5)p
Diluted 57.4p (85.0)p
Underlying EPS from continuing operations
Basic 131.5p 153.5p
Diluted 130.4p 150.9p
1. There has been an update to the results presented in the restated
comparative period previously disclosed in the interim report and accounts for
the six months ended 31 December 2024. Refer to the note 2 of the consolidated
financial statements for further details.
Financial position, capital, cash and dividend
£ million (unless stated otherwise) 2025 2024
Net assets 154.4 152.3
Excess capital after internal capital buffer(1) 15.6 47.1
Cash resources and liquid assets 53.8 74.7
Final dividend 51.0p 49.0p
Total dividend 81.0p 78.0p
1. Excess capital after internal capital buffer is stated before payment of
the final dividend.
Net assets and capital
Net assets increased by 1.4% to £154.4 million at 30 June 2025 (30 June 2024:
£152.3 million). Total tangible net assets (net assets excluding intangibles)
were £35.0 million at 30 June 2025 (30 June 2024: £69.1 million). As at 30
June 2025, the Group had regulatory capital resources of £45.2 million (30
June 2024: £75.7 million) excluding the impact of the final dividend payment
of c.£8 million payable in November 2025. The reduction in capital resources
was predominantly driven by organic investment and M&A activities of
£13.7 million and £21.1 million, respectively, and the repurchase of shares
through the share buyback programme of £7.0 million.
The total net assets and the regulatory capital resources consider the
respective period's profits as these are deemed to be verified at the date of
publication of the interim results. In applying its internal capital
management approach, the Group seeks to maintain a capital buffer in addition
to the regulatory minimum requirement. At 30 June 2025, after taking into
account the regulatory minimum requirement and internal capital buffer, the
excess capital was £15.6 million (30 June 2024: £47.1 million), excluding
the impact of the final dividend payment.
Capital position (£m)
1. Other includes purchase of shares by the Employee Benefit Trust ("EBT"),
head office relocation costs, a refund received from HMRC associated with VAT,
and other movements in deferred tax and intangible assets.
2. 2025 excess capital stated before final dividend, payable in November
2025.
Liquidity
Total cash resources and liquid assets at 30 June 2025 were £53.8 million (30
June 2024: £74.7 million). The reduction on the prior year largely reflects
the cash impacts of M&A consideration of £12.2 million and a share
buyback of £7.0 million (30 June 2024: nil). During the year ended 30 June
2025, the Group also incurred capital expenditure of £9.3 million (2024:
£1.8 million), including investment in technological transformation to
deliver continued performance improvements, automation and process
efficiencies and to enhance our clients' digital journeys, and
property-related costs. A further £5.4 million was deployed on other
strategic and transformational actions such as organisational restructuring,
integration and the move from AIM to the Main Market.
Cash resources and liquid assets(1) (£m)
Note: Subject to rounding.
1. Group liquid assets are inclusive of UK government gilts and money market
funds which are classified as a liquid resource in nature due to their ability
to be easily translated into cash.
2. Other includes purchase of shares by the EBT, payment of lease liabilities
and a refund received from HMRC associated with VAT.
Dividend
The Board recognises the importance of dividends to shareholders and the
benefit of providing sustainable shareholder returns. In determining the level
of dividend in any year, the Board considers a number of factors such as the
level of retained earnings, future cash commitments, statutory profit cover,
capital and liquidity requirements and the level of profit retention required
to sustain the growth of the Group. The Board has declared a final dividend of
51.0 pence per share (2024: 49.0 pence). This represents an increase of 4.1%
compared to the previous financial year and brings the total dividend for the
full year to 81.0 pence per share (2024: 78.0 pence). Subject to shareholder
approval, the final dividend will be paid on 4 November 2025 to shareholders
recorded on the register on 19 September 2025.
Share buyback
In January 2025, the Group initiated its first ever share buyback programme of
up to £10.0 million, consistent with its capital allocation priorities. At 30
June 2025, the Group had repurchased and cancelled 464,000 shares for a total
consideration of £7.0 million. At the date of signing the Annual Report and
Accounts, a further 74,000 shares were purchased and cancelled, for additional
total consideration of £1.2 million. The Board will continue to deploy the
remainder of the £10 million buyback in due course.
In summary
I look forward with confidence as we focus on delivering our 'Reignite Growth'
strategy and achieving our medium-term targets of annualised net flows of 5%
and keeping BAU cost growth below 5% per annum.
Katherine Jones
CFO
Consolidated statement of comprehensive income
For the year ended 30 June 2025
Note 2025 2024 restated(1)
£'000 £'000
Revenue 6 111,560 106,682
Administrative costs 7 (99,282) (84,509)
Gross profit 12,278 22,173
Other (losses)/gains 8 (272) 83
Operating profit 9 12,006 22,256
Finance income 10 2,827 2,525
Finance costs 10 (597) (166)
Other non-operating income 11 3,283 -
Profit before tax 17,519 24,615
Taxation 12 (5,889) (4,236)
Profit for the period attributable to equity holders of the Company 11,630 20,379
Result from discontinued operations 13 9,354 (13,922)
Other comprehensive income - -
Total comprehensive income for the year 20,984 6,457
Earnings per share from continuing operations
Basic 15 72.0p 126.6p
Diluted 15 71.4p 124.5p
Earnings/(loss) per share from discontinued operations
Basic 15 57.9p (86.5)p
Diluted 15 57.4p (85.0)p
(1) The prior financial year has been restated to separate the
results of discontinued operations, consistent with the presentation in the
current financial year. Refer to note 13 for details of the results of
discontinued operations. In addition, there has been an update to the results
presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer
to note 2 for further details.
The above consolidated statement of comprehensive income should be read in
conjunction with the accompanying notes.
Consolidated statement of financial position
As at 30 June 2025
Note 2025 2024(1,2) 2023(2)
£'000 £'000 £'000
Assets
Non-current assets
Intangible assets 17 119,465 83,224 100,582
Property, plant and equipment 18 3,418 1,350 2,123
Right-of-use assets 19 12,790 3,225 4,329
Financial assets at amortised cost 20 19,925 29,963 -
Financial assets at fair value through other comprehensive income 20 - 500 500
Deferred contingent consideration receivable 21 13,899 - -
Total non-current assets 169,497 118,262 107,534
Current assets
Financial assets at fair value through profit or loss 20 1,095 905 825
Deferred contingent consideration receivable 21 289 - -
Trade and other receivables 22 25,881 29,061 33,542
Cash and cash equivalents 23 33,915 44,732 53,355
Total current assets 61,180 74,698 87,722
Total assets 230,677 192,960 195,256
Liabilities
Non-current liabilities
Lease liabilities 24 14,218 1,645 3,181
Provisions 25 773 378 322
Deferred contingent consideration payable 26 1,929 - -
Net deferred tax liabilities 27 9,163 5,394 6,033
Other non-current liabilities 28 1,044 587 783
Total non-current liabilities 27,127 8,004 10,319
Current liabilities
Lease liabilities 24 700 2,169 1,960
Provisions 25 1,890 1,628 1,000
Deferred contingent consideration payable 26 14,176 - 1,467
Trade and other payables 29 31,294 27,889 22,521
Current tax liabilities 1,041 935 645
Total current liabilities 49,101 32,621 27,593
Net assets 154,449 152,335 157,344
Equity
Share capital 30 160 165 164
Share premium account 30 83,987 83,135 81,830
Other reserves 31 197 192 192
Retained earnings 31 70,105 68,843 75,158
Total equity 154,449 152,335 157,344
1 The 30 June 2024 comparative statement of financial
position includes discontinued operations.
2 Restated (refer to note 4(v)).
The consolidated financial statements were approved on 3 September 2025 by the
Board of Directors and authorised for issue, and signed on their behalf by:
Andrea Montague Katherine Jones
CEO CFO
Company registration number: 04402058
The above consolidated statement of financial position should be read in
conjunction with the accompanying notes.
Consolidated statement of changes in equity
For the year ended 30 June 2025
Note Share capital Share premium account Other reserves(1) Retained earnings(1) Total
£'000 £'000 £'000 £'000 equity
£'000
Balance at 1 July 2023 164 81,830 192 75,158 157,344
Comprehensive income
Profit from continuing operations - - - 20,379 20,379
Result from discontinued operations - - - (13,922) (13,922)
Total comprehensive income - - - 6,457 6,457
Transactions with owners
Issue of ordinary shares 30 1 1,305 - - 1,306
Share-based payments - - - 2,407 2,407
Purchase of own shares by Employee Benefit Trust - - - (2,150) (2,150)
Tax on share options 27 - - - (935) (935)
Dividends paid 16 - - - (12,094) (12,094)
Total transactions with owners 1 1,305 - (12,772) (11,466)
Balance at 30 June 2024 165 83,135 192 68,843 152,335
Comprehensive income
Profit from continuing operations - - - 11,630 11,630
Result from discontinued operations - - - 9,354 9,354
Total comprehensive income - - - 20,984 20,984
Transactions with owners
Issue of ordinary shares 30 - 852 - - 852
Share-based payments - - - 2,856 2,856
Purchase of own shares by Employee Benefit Trust - - - (2,566) (2,566)
Shares repurchased in the share buyback programme 30 (5) - 5 (6,971) (6,971)
Tax on share options 27 - - - (346) (346)
Dividends paid 16 - - - (12,695) (12,695)
Total transactions with owners (5) 852 5 (19,722) (18,870)
Balance at 30 June 2025 160 83,987 197 70,105 154,449
1 Restated (refer to note 4(v)).
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes.
Consolidated statement of cash flows
For the year ended 30 June 2025
Note 2025 2024 restated(1)
£'000 £'000
Cash flows from operating activities
Cash generated from operations 33 28,727 41,179
Corporation tax paid (7,064) (6,249)
Other non-operating income 11 3,073 -
Net cash generated from operating activities 24,736 34,930
Cash flows from investing activities
Purchase of computer software and system development costs (7,491) (1,734)
Purchase of property, plant and equipment (1,852) (83)
Consideration paid for acquisitions net of cash acquired 14 (34,150) -
Investment in financial assets at amortised cost 20 - (29,978)
Disposal of financial assets at amortised cost 20 9,984 -
Investment in financial assets at fair value through profit or loss 20 (146) -
Disposal of financial assets at fair value through other comprehensive income 20 500 -
Deferred contingent consideration paid 26 - (852)
Proceeds from disposal of International and DCF 13 27,670 -
Interest received 1,232 2,715
Net cash used in investing activities (4,253) (29,932)
Cash flows from financing activities
Issue of ordinary shares 146 681
Purchase of shares in the share buyback programme (6,971) -
Payment of lease liabilities - Principal (2,678) (2,015)
Payment of lease liabilities - Interest (287) (171)
Purchase of own shares by Employee Benefit Trust (2,566) (2,150)
Dividends paid to shareholders 16 (12,695) (12,094)
Net cash used in financing activities (25,051) (15,749)
Net decrease in cash and cash equivalents from continuing operations (4,568) (10,751)
Net cash flows from discontinued operations 13 (6,249) 2,128
Cash and cash equivalents at beginning of year 44,732 53,355
Cash and cash equivalents at end of year 33,915 44,732
1 The prior financial year has been restated to show the
results of continuing operations, consistent with the presentation in the
current financial year. Refer to note 13 for details of the results of
discontinued operations.
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes.
Notes to the consolidated financial statements
For the year ended 30 June 2025
1. General information
Brooks Macdonald Group plc ("the Company"), a public limited company
incorporated and registered in England and Wales and domiciled in the United
Kingdom ("UK") under the Companies Act 2006, is the Parent Company of a group
of companies (collectively the "Group") and offers wealth management and
financial planning services in the UK. The Company is listed on the London
Stock Exchange ("LSE").
The Company's registration number is 04402058. The address of the registered
office is 21 Lombard Street, London, EC3V 9AH, England.
2. Basis of preparation
The Group's consolidated financial statements for the year ended 30 June 2025
have been prepared in accordance with UK-adopted International Accounting
Standards ("IAS") and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards. These consolidated
financial statements have been prepared on a historical cost basis, except for
the revaluation of certain financial instruments that are measured at fair
value. The principal accounting policies adopted are set out below. Unless
otherwise stated, they have been applied consistently to all periods presented
in the financial statements.
All amounts in the financial statements have been rounded to the nearest
thousand unless otherwise indicated.
At the time of approving the financial statements, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing the financial
statements. There have been no post balance sheet events that have materially
impacted the Group's liquidity headroom and going concern assessment.
There has been an update to the results presented in the restated year ended
2024 result previously disclosed in the interim report and accounts for the
six months ended 31 December 2024, which relates to a reclassification of the
tax charge between discontinued and continuing operations. This has resulted
in a decrease of £957,000 in the tax charge for continuing operations and a
corresponding increase in the tax charge for discontinued operations. The
profit after tax and earnings per share for respective continuing and
discontinued operations have also been restated accordingly.
Non-statutory accounts
The financial information set out within does not constitute the Group's
statutory accounts for the year ended 30 June 2025 or 2024 but is derived from
those accounts. Statutory accounts for 2024 have been delivered to the
registrar of companies, and those for 2025 will be delivered in due course.
The auditors have reported on those accounts; their report was (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 of the Companies Act 2006.
Basis of consolidation
The Group's financial statements are a consolidation of the financial
statements of the Company and its subsidiaries.
The underlying financial statements of the subsidiaries are prepared for the
same reporting period as the Company, using consistent accounting policies.
Subsidiaries and structured entities are all entities controlled by the
Company, deemed to exist where the Company is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The financial
statements of the subsidiaries are included from the date on which control is
transferred to the Group to the date that control ceases.
All intercompany transactions and balances between Group companies are
eliminated on consolidation.
The Group has interests in structured entities, with one consolidated
structured entity being the Brooks Macdonald Group Employee Benefit Trust
(note 32). The Group has interests in other structured entities as a result of
contractual arrangements arising from the management of assets on behalf of
its clients but are not consolidated as the Group does not commit to
financially support its funds, nor guarantee repayment of any borrowings (note
34).
3. New standards, amendments to standards and interpretations adopted by the
Group in the year
In the year ended 30 June 2025, the Group did not adopt any new standards or
amendments issued by the International Accounting Standards Board ("IASB") or
interpretations by the International Financial Reporting Standards
Interpretations Committee ("IFRS IC") that have had a material impact on the
consolidated financial statements.
Certain new accounting standards, amendments to accounting standards and
interpretations have been published that are not mandatory for the 30 June
2025 reporting periods and have not been early adopted by the Group.
Standard, amendment or interpretation Effective date
Amendments to IAS 21 regarding lack of exchangeability 1 January 2025
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments
Annual Improvements to IFRS Accounting Standards - Volume 11 1 January 2026
IFRS 18 Presentation and Disclosures in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
The Group is currently assessing the impact that the adoption of the above
standards and amendments will have on the Group's results reported within the
financial statements.
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 includes requirements for all entities applying IFRS for the
presentation and disclosure of information in the financial statements. The
standard aims to improve how companies communicate in their financial
statements, with a focus on information about financial performance in the
statement of comprehensive income. IFRS 18 replaces IAS 1 Presentation of
Financial Statements, although the standard is not yet endorsed by the UK
Endorsement Board.
IFRS 18 is expected to have a significant impact on the Group's financial
statements, although it is only expected to have an impact on the presentation
and disclosure of the financial statements and is not expected to have an
impact on recognition and measurement.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS 19 specifies the reduced disclosure requirements an eligible subsidiary
is permitted to apply instead of the disclosure requirements in other IFRS
standards. The standard is not yet endorsed by the UK Endorsement Board and is
not expected to impact the Group's financial statements.
4. Material accounting policies
The accounting policies applied in the preparation of these financial
statements are set out below. These policies have been applied consistently to
all years presented, unless otherwise stated.
4(a) Critical accounting estimates and significant judgements
The preparation of financial information requires the use of assumptions,
estimates and judgements about future conditions. Use of currently available
information and application of judgement are inherent in the formation of
estimates. Actual results in the future may differ from those reported. In
this regard, the Directors believe that the areas where critical accounting
estimations are used, relate to the measurement of intangible assets,
assumptions used in the goodwill impairment reviews and the measurement of
contingent deferred consideration receivable/payable. There are no areas of
significant judgement that have been identified.
The consolidated financial statements include other areas of judgement and
accounting estimates. Whilst these areas do not meet the definition under IAS
1 of significant accounting estimates or critical accounting judgements, the
recognition and measurement of certain material assets and liabilities are
based on assumptions and/or are subject to longer-term uncertainties.
The underlying assumptions and estimates are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the financial year in
which the estimate is revised only if the revision affects both current and
future periods.
Further information about critical accounting estimates and sources of
estimation uncertainty are set out below.
Intangible assets - client relationship contracts and goodwill impairment
reviews
The Group has acquired client relationships and the associated investment
management and financial advice contracts as part of business combinations,
through separate purchase or with newly employed teams of fund managers, as
described in note 17. In assessing the fair value of these assets, the Group
has estimated their finite life based on information about the typical length
of existing client relationships. Acquired client relationship contracts are
amortised on a straight-line basis over their estimated useful lives, ranging
from six to twenty years.
If the useful economic lives of the client relationship intangible assets held
by the Group at 30 June 2025 were to reduce by two years, the estimated charge
would have increased by £1,263,000.
Goodwill recognised as part of a business combination is not amortised but
instead reviewed annually for impairment, or when a change in circumstances
indicates that it might be impaired. The recoverable amounts of
cash-generating units ("CGUs") are determined by value-in-use calculations,
which require the use of estimates to derive the projected future cash flows
attributable to each unit. Details of the more significant assumptions and
sensitivity analysis are given in note 17.
In assessing the value of client relationships and the associated investment
management and financial advice contracts and goodwill, the Group prepares
forecasts for the cash flows acquired and discounts to a net present value.
The key assumptions in these forecasts are the pre-tax discount rate and
projected revenue growth. The pre-tax discount rate is adjusted from a
post-tax discount rate derived from the Group's weighted average cost of
capital ("WACC"), adjusted for any specific risks for the relevant CGU. The
Group uses the capital asset pricing model ("CAPM") to estimate the WACC,
which is calculated at the point of acquisition for a business combination, or
the relevant reporting period date. Key inputs include the risk-free rate,
market risk premium, the Group's adjusted beta with reference to beta data
from peer-listed companies, small company premium and any risk-adjusted
premium for the relevant CGU. Further details on discount rates used for each
CGU are provided in note 17.
Deferred contingent consideration receivable and payable
Deferred contingent consideration arose during the year in connection with the
Group's acquisition and disposal activities. These amounts represent portions
of the transaction price that are payable or receivable at a future date,
subject to the achievement of specific conditions or milestones. These
typically include performance targets, client retention thresholds, or other
contractual criteria agreed between the parties.
Deferred contingent consideration payable and receivable is measured at fair
value and recognised within net finance income in the consolidated statement
of comprehensive income in each reporting period.
The fair values of deferred contingent consideration at both the acquisition
and disposal dates were determined using discounted cash flow models. These
models incorporate management's expectations regarding the likelihood of
meeting specified performance targets and client retention criteria, and apply
an appropriate discount rate. The valuation of contingent consideration
represents a critical accounting estimate due to the inherent uncertainty in
forecasting future outcomes. Changes in expected future cash flows could
materially impact the fair value measurement.
As at the reporting date, the Group reassessed the fair value of all deferred
contingent consideration arrangements. For acquired businesses, if performance
exceeds the forecasts by 10%, an additional charge of £0.2 million would be
recognised in the statement of comprehensive income. Conversely, if
performance is 10% below forecast, a gain of £0.4 million would be
recognised. Similarly, for disposed businesses, if achievement of performance
targets exceeds the forecasts by 5%, this would result in an additional gain
of £3.2 million. While a 5% under performance versus those targets would lead
to a charge of £4.8 million.
These valuations are subject to estimation and uncertainty, and actual
outcomes may differ from those assumed, potentially resulting in material
adjustments in future periods.
4(b) Discontinued operations
The Group completed the sale of its International operations, which comprised
Brooks Macdonald Asset Management (International) Limited and its wholly-owned
subsidiaries ("BMI"), on 21 February 2025. In accordance with IFRS 5
'Non-current assets held for sale and discontinued operations', the results of
BMI have been reclassified as discontinued operations in these consolidated
financial statements.
Additionally, Brooks Macdonald Asset Management Limited resigned as investment
manager to the SVS Brooks Macdonald Defensive Capital Fund ("DCF")
(subsequently renamed SVS RM Defensive Capital Fund) on 31 October 2024 and
accordingly, the results have also been reclassified as discontinued
operations in these consolidated financial statements.
Consistent with IFRS 5 requirements, profit after tax attributable to the
discontinued operations in 2025 has been shown in a single line in the income
statement with 2024 comparatives being restated accordingly and includes the
gain from the disposal, with further analysis provided in note 13. Related
notes have also been prepared on this basis.
IFRS 5 does not permit the comparative 30 June 2024 and 1 July 2023 statement
of financial position to be re-presented, as BMI and DCF were not reclassified
as held for sale at these dates.
Profit from the discontinued operations up to the date of disposal is
presented in the consolidated statement of comprehensive income after the
elimination of intragroup transactions within continuing operations. The
statement of cash flows is presented for continuing operations only, excluding
intragroup cash flows with the discontinued operations up to the date
disposal. The cash flow from discontinued operations is presented in note 13.
4(c) Business combinations
Business combinations are accounted for using the acquisition method. The cost
of an acquisition is measured at the fair value of the aggregate amount of the
consideration transferred at the acquisition date, irrespective of the extent
of any minority interest. Acquisition and integration-related costs are
charged to the consolidated statement of comprehensive income when incurred.
When the Group acquires a business, it assesses the assets and liabilities
assumed for appropriate classification and designation in accordance with the
contractual terms, economic circumstances and pertinent conditions at the
acquisition date. If the business combination is achieved in stages, the fair
value of the Group's previously held equity interest is remeasured at the
acquisition date and the difference is credited or charged to the consolidated
statement of comprehensive income. Identifiable assets and liabilities assumed
on acquisition are recognised in the consolidated statement of financial
position at their fair value at the date of acquisition.
Any deferred contingent consideration to be paid by the Group to the vendor is
recognised at its fair value at the acquisition date, in accordance with IFRS
9. Subsequent changes based on the revised estimated fair value of deferred
contingent consideration are recognised in accordance with IFRS 9 by revaluing
the liability on the consolidated statement of financial position and the
associated amount recognised in the consolidated statement of comprehensive
income.
Goodwill is initially measured at cost, being the excess of the consideration
transferred over the acquired company's net identifiable assets and
liabilities assumed.
Impairment
Goodwill and other intangible assets with an indefinite life are tested
annually or more frequently if events or changes in circumstances indicate
that they might be impaired. For the purposes of impairment testing, goodwill
acquired in a business combination is allocated to each of the Group's CGUs
that are expected to benefit from the combination, irrespective of whether
other assets or liabilities of the acquisition are assigned to those units.
The carrying amount of each CGU is compared to its recoverable amount, which
relates to the higher of an asset's fair value less costs of disposals and
value in use. This is determined using a discounted future cash flow model.
Where goodwill forms part of a CGU and part of the operation within that unit
is disposed of, the goodwill associated with the operation disposed of is
included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance
is measured based on the relative values of the operation disposed of and the
portion of the CGU retained.
4(d) Revenue
Investment management fees
Revenue from investment management services is recognised over time as the
services are provided. Fees are typically billed monthly or quarterly in
arrears and are calculated based on a percentage of the portfolio value,
either daily or at the billing date, depending on the underlying product. The
performance obligation is satisfied continuously over the service period, and
revenue is recognised accordingly. Revenue from investment management fees is
only recognised as the performance obligation is satisfied. Amounts are
presented net of any rebates or discounts provided to clients.
Fund management fees
Revenue from fund management services provided to open-ended investment
companies ("OEICs") is recognised over time as the services are provided. Fees
are billed monthly in arrears and are calculated daily based on a fixed
percentage of each fund's net asset value. As such, fund management fees
include variable consideration but there is no significant estimation or level
of judgement involved. The performance obligation is satisfied continuously
throughout the reporting period, and revenue is recognised accordingly.
Amounts are presented net of any rebates or discounts provided to investors.
Financial planning
Financial planning income relates to fees for the provision of financial
advice. Fees are charged to clients either using an hourly rate, by a fixed
fee arrangement, or by a fund-based arrangement whereby fees are calculated
based on a percentage of the value of the portfolio at the billing date. All
fees are recognised over the period the service is provided.
Transactional income and foreign exchange trading
Transactional income is earned through dealing and administration charges
levied on trades at the time a deal is placed for a client. Fees are
calculated based on a percentage of the individual trade value or a flat
charge per trade. Revenue is recognised at the point of the trade being
placed.
Foreign exchange trading fees are charged on client trades placed in non-base
currencies, which therefore require a foreign currency exchange to action the
trade. Revenue is recognised at the point of the trade being placed.
Interest income
Interest income on client money is the revenue earned on uninvested cash
deposits held by clients. The amount recognised correlates with fluctuations
in underlying interest rates and is recognised over time, based on balances
held in investment accounts under administration.
4(e) Cash and cash equivalents
Cash comprises cash in hand and call deposits held with banks. Cash
equivalents comprise short-term, highly liquid investments that are subject to
an insignificant risk of change in value and with a maturity of less than
three months from the date of acquisition. Cash and cash equivalents are
classified at amortised cost, as the business model of these assets is to hold
to collect contractual cash flows, which consist solely of payments of
principal and interest. They are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest rate
("EIR") method.
4(f) Share-based payments
The Group operates a number of share incentive plans for its employees. These
involve an award of shares or options in the Group (share-based payments).
The fair value of the services received is measured by reference to the fair
value of the shares or share options on the grant date. Fair value is measured
using the Black-Scholes model.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of shares that will eventually vest. At each reporting
date, the Group revises its estimate of the number of equity instruments
expected to vest as a result of the effect of non-market-based vesting
conditions. The impact of the revision of the original estimates, if any, is
recognised in the consolidated statement of comprehensive income, such that
the cumulative expense reflects the revised estimate, with a corresponding
adjustment to reserves.
4(g) Segmental reporting
The Group determines and presents operating segments based on the information
that is provided internally to the Group Board of Directors, which is the
Group's chief operating decision maker.
4(h) Fiduciary activities
The Group commonly acts as trustee and in other fiduciary capacities that
result in the holding or placing of assets on behalf of individuals, trusts,
retirement benefit plans and other institutions. These assets and income
arising thereon are excluded from these financial statements, as they are not
assets of the Group.
The Group holds money on behalf of some clients in accordance with the client
money rules of the Financial Conduct Authority ("FCA"). Such monies and the
corresponding liability to clients are not included within the consolidated
statement of financial position as the Group is not beneficially entitled
thereto.
4(i) Property, plant and equipment
All property, plant and equipment is included in the consolidated statement of
financial position at historical cost less accumulated depreciation and
impairment. Costs include the original purchase cost of the asset and the
costs attributable to bringing the asset into a working condition for its
intended use.
Provision is made for depreciation to write off the cost less estimated
residual value of each asset, and is charged to administrative expenses in the
consolidated statement of comprehensive income using a straight-line method,
over its expected useful life as follows:
- Leasehold improvements - over the lease term
- Fixtures, fittings and office equipment - five years
- IT equipment - four or five years
The assets' residual values and useful economic lives are reviewed and
adjusted, if appropriate, at the end of each reporting period. Gains and
losses arising on disposal are determined by comparing the proceeds with the
carrying amount. These are included in the consolidated statement of
comprehensive income.
4(j) Intangible assets
Amortisation of intangible assets is charged to administrative expenses in the
consolidated statement of comprehensive income on a straight-line basis over
the estimated useful lives of the assets.
Acquired client relationship contracts
Intangible assets are recognised where client relationship contracts are
either separately acquired or acquired with investment managers who are
employed by the Group. These are initially recognised at cost and are
subsequently amortised on a straight-line basis over their estimated useful
economic life. Separately acquired client relationship contracts are amortised
over six to twenty years. The intangible assets are reviewed annually to
determine whether there exists an indicator of impairment or an indicator that
the assumed useful economic life has changed.
Computer software
Costs incurred on internally developed computer software are initially
recognised at cost, and when the software is available for use, the costs are
amortised on a straight-line basis over an estimated useful life of either
four years or the contract term ranging between three and eight years. Initial
research and planning costs incurred prior to a decision to proceed with the
software's development are recognised immediately in the consolidated
statement of comprehensive income.
Goodwill
Goodwill arising as part of a business combination is initially measured at
cost, being the excess of the fair value of the consideration transferred over
the Group's interest in the net fair value of the separately identifiable
assets, liabilities and contingent liabilities of the subsidiary at the date
of acquisition. In accordance with IFRS 3 'Business Combinations', goodwill is
not amortised but is reviewed annually for impairment and is therefore stated
at cost less any provision for impairment of value. Any impairment is
recognised immediately in the consolidated statement of comprehensive income
and is not subsequently reversed. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold. On
acquisition, any goodwill acquired is allocated to CGUs for the purposes of
impairment testing. If the cost of the acquisition is less than the fair value
of the net assets of the subsidiary acquired, the difference is recognised
directly in the consolidated statement of comprehensive income as a gain on
bargain purchase.
4(k) Financial investments
The Group classifies financial assets in the following categories: fair value
through profit or loss; fair value through other comprehensive income; and
amortised cost. The classification is determined by management on initial
recognition of the financial asset, which depends on the purpose for which it
was acquired and the nature of the cash flows.
Fair value through profit or loss
Financial investments are classified as fair value through profit or loss if
they are either held for trading or specifically designated in this category
on initial recognition. Assets in this category are initially recognised at
fair value and subsequently remeasured, with gains or losses arising from
changes in fair value being recognised in the consolidated statement of
comprehensive income.
Financial assets at fair value through profit or loss include investments in
regulated OEICs, which are managed and evaluated on a fair value basis in line
with the market value.
Fair value through other comprehensive income
Financial investments are classified as fair value through other comprehensive
income if the objective of the business model is achieved by both collecting
contractual cash flows and selling financial assets and if the asset's
contractual cash flows represent solely payments of principal and interest.
Assets in this category are initially recognised at fair value and
subsequently remeasured, with gains or losses arising from changes in fair
value being recognised in other comprehensive income.
Financial assets at fair value through other comprehensive income relates to
an investment in redeemable preference shares, which satisfy the definition
above due to being held to collect contractual cash flows via an annual fixed
preferential dividend.
Amortised cost
Financial instruments are classified as amortised cost if the asset is held to
collect contractual cash flows and the asset's contractual cash flows
represent solely payments of principal and interest. Disposals of instruments
held at amortised cost are not part of regular business practice, however
one-off instances may occur due to significant events, although they do not
alter the existing business model, which remains focused on collecting
contractual cash flows. In assessing whether the 'held to collect' model
remains appropriate, management considers the frequency and volume of
disposals in relation to the total portfolio and disposals are disclosed in
the financial statements, including the rationale for the transaction.
4(l) Foreign currency translation
The Group's functional and presentational currency is Pound Sterling ("£").
Foreign currency transactions are translated using the exchange rate
prevailing at the transaction date. At the reporting date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
prevailing rates on that date. Foreign exchange gains and losses resulting
from the settlement of such transactions, and from the translation of
period-end monetary assets and liabilities, are recognised in the consolidated
statement of comprehensive income.
4(m) Retirement benefit costs
Contributions in respect of the Group's defined contribution pension scheme
are charged to the consolidated statement of comprehensive income as they fall
due.
4(n) Taxation
Tax on the profit for the financial year comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the
financial year, using tax rates enacted, or substantively enacted, at the
reporting date, and any adjustment to tax payable in respect of previous
years.
Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the Group's Financial statements. Deferred tax assets and
liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability settled based on tax rates
(and laws) that have been enacted, or substantively enacted, at the reporting
date.
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
Deferred tax balances are presented on the consolidated statement of financial
position as the net deferred tax balance by each jurisdiction the Group
operates within. The gross deferred tax assets and liabilities are disclosed
within the deferred tax in note 27.
4(o) Trade receivables
Trade receivables represent amounts due for services performed in the ordinary
course of business. They are recognised in trade and other receivables and, if
collection is expected within one year, they are recognised as a current
asset. If collection is expected in greater than one year, they are recognised
as a non-current asset. Trade receivables are measured at amortised cost less
any expected credit losses.
4(p) Right-of-use assets and lease liabilities
Right-of-use assets are initially recognised at cost which is measured at the
initial amount of the lease liability, reduced for any lease incentives
received and increased for lease payments made at or before commencement of
the lease, initial direct costs incurred and the amount of any provision
recognised where the Group is required to dismantle, remove or restore the
asset. Additionally, they may be re-measured to reflect reassessment due to
lease modifications.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term. Additionally,
the right-of-use asset is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.
The Group initially records a lease liability reflecting the present value of
the future contractual cash flows to be made over the lease term, discounted
using the Group's incremental borrowing rate. Interest is accrued on the lease
liability using the effective interest rate method to give a constant rate of
return over the life of the lease whilst the balance is reduced as lease
payments are made.
If the Group revises its estimate of the term of any lease, it will adjust the
carrying amount of the lease liability to reflect the payments to be made over
the revised term, discounted at the revised discount rate. An equivalent
adjustment is made to the carrying value of the right-of-use asset, with the
revised carrying amount being amortised over the remaining (revised) lease
term.
4(q) Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. These are
classified as current liabilities if payment is due within one year or less.
Otherwise, they are presented as non-current liabilities in the consolidated
statement of financial position.
Trade payables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method.
4(r) Employee Benefit Trust ("EBT")
The EBT is considered to be a structured entity, as defined in note 32. In
substance, the activities of the trust are being conducted on behalf of the
Group according to its specific business needs, to obtain benefits from its
operation. On this basis, the assets held by the trust are consolidated into
the Group's financial statements.
The Company provides finance to an EBT to purchase the Company's shares on the
open market in order to meet its obligation to provide shares when an employee
exercises certain options or awards made under the Group's share-based payment
schemes. The administration and finance costs connected with the EBT are
charged to the consolidated statement of comprehensive income. The cost of the
shares held by the EBT is deducted from equity. A transfer is made between
other reserves and retained earnings over the vesting periods of the related
share options or awards to reflect the ultimate proceeds receivable from
employees on exercise. The trustees have waived their rights to receive
dividends on the shares held by the EBT.
4(s) Share capital
Ordinary share capital is classified as equity. Incremental costs directly
attributable to the issue of new ordinary shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
Where the Company purchases its own equity share capital (treasury shares),
the consideration paid, including any directly incremental costs (i.e. net of
income taxes) is deducted from equity attributable to the Company's equity
holders until the shares are cancelled or reissued. Where such ordinary shares
are subsequently reissued, any consideration received (net of any directly
attributable incremental transaction costs and the related income tax effects)
is included within equity attributable to the Company's equity holders.
The share buyback programme, initiated during the financial year, repurchased
shares on the open market and upon cancellation, the par value is transferred
from the share capital to the capital redemption reserve of the Company, with
the remaining amount reducing retained earnings. No gain or loss is recorded
in the income statement as a result of this programme.
4(t) Dividend distribution
The dividend distribution to the Company's shareholders is recognised as a
liability in the Group's financial statements in the period in which the
dividend is authorised and no longer at the discretion of the Company. Final
dividends are recognised when approved by the Company's shareholders at the
Annual General Meeting and interim dividends are recognised when paid.
4(u) Other non-operating income
Other non-operating income is that which is material by size and/or irregular
in nature and therefore requires separate disclosure within the consolidated
statement of comprehensive income to assist the users of the consolidated
financial statements in understanding the business performance of the Group.
4(v) Changes in accounting policy
During the financial year, the Group revised its accounting policy for the
presentation of equity entries arising from share-based payment transactions.
Previously, the credit entry for share-based payment charges was recognised in
the share-based payment reserve. Under the revised policy, the Group now
recognises this credit directly in retained earnings. The change was made to
better reflect the nature of the expense as part of the Group's accumulated
profits and losses, and to align with common industry practice. The change in
policy has been applied retrospectively in accordance with IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors. As a result, comparative
figures have been restated, and an adjustment has been made to the opening
balance of equity as at the beginning of the earliest comparative period.
5. Segmental information
During the financial year, the Group sold its International business ("BMI")
and subsequently, this operating segment has been removed from the segmental
reporting and reported within discontinued operations.
As a result, the Group has one reportable segment, consistent with the
information that the Board of Directors, which is the Group's chief operating
decision maker, uses internally for evaluating the performance of its Group,
and is therefore not presenting a segmental analysis in accordance with IFRS 8
'Operating Segments'.
The required disclosures in accordance with IFRS 8, regarding revenues from
major clients and geographical location, are disclosed in note 6.
6. Revenue
2025 2024 restated(1)
£'000 £'000
Investment management fees 66,237 67,825
Fund management fees 6,598 6,914
Financial planning income 17,102 8,182
Transactional income and foreign exchange trading fees 14,022 12,394
Interest income 7,601 11,367
Total revenue 111,560 106,682
1 The prior financial year has been restated to exclude
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations.
6(a) Geographic analysis
The Group's continuing operations are located in the United Kingdom; therefore
all Group revenue is recognised in this jurisdiction. The Group's discontinued
operations in relation to BMI are located in Jersey and Guernsey (refer to
note 13).
6(b) Major clients
The Group is not reliant on any one client or group of connected clients for
the generation of revenues.
7. Administrative costs
Administrative costs are recognised as the services are received. The largest
component of the Group's administrative costs are employee costs as shown
below. Other costs included in administrative costs are set out in note 9.
7(a) Employee costs
2025 2024 restated(1)
£'000 £'000
Wages and salaries 40,420 40,338
Social security costs 5,300 5,206
Other pension costs 2,144 1,801
Share-based payments 1,379 1,366
Redundancy costs 1,792 1,588
Total employee costs 51,035 50,299
1 The prior financial year has been restated to exclude
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations.
Pension costs relate entirely to a defined contribution scheme.
7(b) Average number of employees
The average number of persons employed by the Group during the financial year,
including Directors, was as follows:
2025 2024 restated(1)
Number of employees Number of employees
Business employees 299 257
Functional employees 174 156
Average number of persons employed 473 413
1 The prior financial year has been restated to exclude
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations.
8. Other (losses)/gains
Other (losses)/gains represent the net changes in the fair value of the
Group's financial instruments recognised in the consolidated statement of
comprehensive income.
Note 2025 2024
£'000 £'000
(Loss)/gain in fair value of deferred contingent consideration payable 26 (341) 3
Gain on redemption of assets held at amortised cost 25 -
Gain in fair value of financial assets at fair value through profit or loss 20 44 80
Other (losses)/gains (272) 83
9. Operating profit
Statutory profit is stated after charging for the following administrative
costs:
Note 2025 2024 restated(1)
£'000 £'000
Employee costs 7 51,035 50,299
Acquisition and integration-related costs 15 4,390 175
Amortisation of client relationships 3,997 3,384
Amortisation of computer software 2,294 1,376
Move to LSE's Main Market costs 15 1,926 -
Auditors' remuneration (see below) 1,783 996
Depreciation of right-of-use assets 1,661 1,577
Financial Services Compensation Scheme levy (see below) 1,114 672
Depreciation of property, plant and equipment 520 567
Impairment of right-of-use assets 411 -
1 The prior financial year has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations.
Financial Services Compensation Scheme levies
Administrative costs for the year ended 30 June 2025 include a charge of
£1,114,000 (2024: £672,000) in respect of the Financial Services
Compensation Scheme ("FSCS") levy, all of which is in respect of the estimated
levy for the 2025/26 scheme year.
A more detailed analysis of auditors' remuneration is provided below:
2025 2024 restated(1)
£'000 £'000
Fees payable to the Company's auditors for the audit of the consolidated Group 610 356
and Parent Company financial statements
Fees payable to the Company's auditors and its associates for other services:
- Audit of the Company's subsidiaries pursuant to legislation 184 177
- Audit-related assurance services 530 462
- Non-audit-related services 458 2
Total auditors' remuneration 1,783 996
1 The prior financial year has been restated to separate the impact of
discontinued operations on auditors' remuneration of £314,000, consistent
with the presentation in the current financial year. Refer to note 13 for
details of the results from discontinued operations.
10. Finance income and finance costs
Note 2025 2024
£'000 restated(1)
£'000
Finance income
Dividends on preference shares 20 28
Interest on assets held at amortised cost 20 1,108 198
Finance income on deferred contingent consideration receivable 21 273 -
Bank interest on deposits 1,426 2,299
Total finance income 2,827 2,525
Finance costs
Finance cost of lease liabilities 122 153
Finance cost of deferred contingent consideration payable 26 426 13
Finance cost of retention liability 49 -
Total finance costs 597 166
1 The prior financial year has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current period. Refer to note 13 for details of the results from
discontinued operations.
11. Other non-operating income
Other non-operating income mainly relates to a refund of VAT received from HM
Revenue and Customs ("HMRC"). During the financial year, the Group received
confirmation from HMRC that the supply of certain Group services was exempt
from VAT. As a result, the Group received a refund in respect of VAT arising
on those services during the period from 1 January 2020 to 30 September 2024.
This has been treated as non-operating income in view of its non-recurring
nature and given it is outside the ordinary course of business.
12. Taxation from continuing operations
The current tax expense for the year ended 30 June 2025 was calculated based
on the Corporation Tax rate of 25.0% (2024: 25.0%).
2025 2024 restated(1)
£'000 £'000
UK Corporation Tax 6,670 6,027
Under provision of current tax in prior years 576 202
Total current tax expense 7,246 6,229
Deferred tax credits (1,357) (1,705)
Under provision of deferred tax in prior years - (288)
Total income tax expense 5,889 4,236
1 The prior financial year has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations.
Year ended 30 June 2025 Underlying profit Underlying profit adjustments Statutory profit
£'000 £'000 £'000
Profit before taxation from continuing operations 28,905 (11,386) 17,519
Profit multiplied by the standard rate of tax in the UK of 25.0% 7,226 (2,847) 4,379
Tax effect of amounts that are not deductible/(taxable) in calculating taxable
income:
- Depreciation and amortisation (54) 79 25
- Disallowable expenses 381 983 1,364
- Share-based payments (470) 15 (455)
- Under provision in prior years 576 - 576
Total income tax expense 7,659 (1,770) 5,889
Effective tax rate 26.5% N/A 33.6%
Year ended 30 June 2024 restated(1) Underlying profit Underlying profit adjustments Statutory profit
£'000 £'000 £'000
Profit before taxation from continuing operations 30,302 (5,687) 24,615
Profit multiplied by the standard rate of tax in the UK of 25.0% 7,576 (1,422) 6,154
Tax effect of amounts that are not deductible/(taxable) in calculating taxable
income:
- Depreciation and amortisation (361) (47) (408)
- Non-taxable income (20) - (20)
- Disallowable expenses 166 - 166
- Share-based payments (1,676) 106 (1,570)
- Under provision in prior years (86) - (86)
Total income tax expense 5,599 (1,363) 4,236
Effective tax rate 18.5% N/A 17.2%
1 The prior financial year has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations. In addition, there has been an update to the results
presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer
to note 2 for further details.
The statutory rate of Corporation Tax applied to the taxable profit for the
year ended 30 June 2025 is 25.0% (year ended 30 June 2024: 25.0%). Deferred
tax assets and liabilities are calculated at the rate that is expected to be
in force when the temporary differences unwind.
13. Result from discontinued operations
13(a) Summary financials
On 21 February 2025, the Group completed the sale of BMI, which made up the
Group's previously reported International segment. As a result, the
BMI-related operations have been reclassified as discontinued operations in
these consolidated financial statements in accordance with IFRS 5 'Non-current
assets held for sale and discontinued operations'.
Additionally, on 31 October 2024, Brooks Macdonald Asset Management Limited
resigned as investment manager to DCF (subsequently renamed SVS RM Defensive
Capital Fund) and accordingly, the related revenue and expenses have also been
reclassified as discontinued operations in the consolidated statement of
comprehensive income.
2025 2024 restated(1)
£'000 £'000
(Loss)/profit from discontinued operations before tax (382) 158
Taxation expense on discontinued operations (199) (926)
Gain/(loss) on disposal of International disposal group 9,391 (1,513)
Gain on disposal of DCF discontinued operations 936 -
Change in fair value of deferred consideration receivable (392) -
Goodwill impairment on discontinued operations - (11,641)
Result from discontinued operations 9,354 (13,922)
1 There has been an update to the results presented in the
restated comparative period previously disclosed in the interim report and
accounts for the six months ended 31 December 2024. Refer to note 2 for
further details.
Cash flow statement of discontinued operations
The net cash flows generated by discontinued operations are as follows:
2025 2024
£'000 £'000
Net cash flows from operating activities 1,432 1,963
Net cash flows from investing activities (25) 516
Net cash flows from financing activities (254) (350)
Cash disposed of (7,402) -
Net cash flows from discontinued operations (6,249) 2,129
13(b) International disposal group
Result
The results of discontinued operations for the International disposal group
are shown below:
2025 2024 restated(1)
£'000 £'000
Revenue 11,859 19,911
Administrative costs (12,563) (20,687)
Operating loss (704) (776)
Finance income 283 516
Finance costs (14) (39)
Loss before tax (435) (299)
Taxation credit/(expense) 12 (812)
Loss after tax (423) (1,111)
Gain/(loss) on disposal of International disposal group 9,391 (1,513)
Goodwill impairment on discontinued operations - (11,641)
Result from discontinued operations 8,968 (14,265)
1 There has been an update to the results presented in the
restated comparative period previously disclosed in the interim report and
accounts for the six months ended 31 December 2024. Refer to note 2 for
further details.
In the prior financial year the Group recognised an impairment loss of
£11,641,000 against the International CGU. This followed an impairment review
triggered by macroeconomic pressures, market volatility, and client fund
withdrawals.
Gain/(loss) on disposal
2025 2024
£'000 £'000
Initial cash consideration 27,147 -
Fair value of deferred contingent consideration receivable 13,649 -
Amounts payable to buyer for employee retention (2,753) -
Total consideration 38,043 -
Net assets disposed (25,017) -
Costs to sell (3,635) (1,513)
Gain/(loss) on disposal of International disposal group 9,391 (1,513)
On completion, the Group received initial cash consideration of £27,147,000.
Deferred contingent consideration of up to £22,850,000 is receivable two
years post-completion contingent on BMI reaching certain revenue targets on an
actual and run-rate basis. On disposal, the estimated fair value of net
deferred contingent consideration receivable was £13,649,000. The net assets
disposed represent the net assets of BMI on the Group's balance sheet as at
the completion date which includes client relationship intangible assets,
goodwill and associated deferred tax liabilities attributable to BMI.
The costs to assist with the disposal of BMI relate to third-party consultancy
spend and corporate advisory fees. £1,513,000 of these costs were incurred in
the prior financial year, therefore the gain recognised in the current
financial year excludes these costs.
This gain is presented within profit from discontinued operations in the
consolidated statement of comprehensive income for the year ended 30 June
2025.
13(c) DCF
Result
The results of discontinued operations for DCF are shown below:
2025 2024 restated(1)
£'000 £'000
Revenue 344 1,669
Administrative costs (292) (1,223)
Operating profit 52 446
Net finance income 1 11
Profit before tax 53 457
Taxation (13) (114)
Profit after tax 40 343
Gain on disposal of DCF discontinued operations 936 -
Change in fair value of deferred contingent consideration (392) -
Taxation on gain on disposal of DCF discontinued operations (198) -
Result from discontinued operations 386 343
1 There has been an update to the results presented in the
restated comparative period previously disclosed in the interim report and
accounts for the six months ended 31 December 2024. Refer to note 2 for
further details.
Gain on disposal
£'000
Initial cash consideration received 523
Fair value of deferred contingent consideration receivable 658
Total consideration 1,181
Net assets disposed (245)
Gain on disposal of DCF 936
Initial cash consideration of £523,000 was received on completion, and
additional cash consideration will be receivable, contingent on funds under
management meeting certain targets over a three-year period post disposal. On
disposal, the estimated fair value of deferred contingent consideration
receivable was £658,000. Net assets disposed is the goodwill previously
recognised by the Group attributable to DCF.
This gain on disposal is presented within profit from discontinued operations
in the consolidated statement of comprehensive income for the year ended 30
June 2025.
14. Business combinations
On 29 October 2024, the Group acquired CST Wealth Management Limited ("CST"),
a chartered financial planning firm based in Wales with assets under advice of
c.£170 million and c.500 clients. The acquisition consisted of acquiring 100%
of the issued share capital of CST.
On 29 November 2024, the Group completed the acquisition of Lucas Fettes
(Holdings) Limited and its wholly-owned subsidiary Lucas Fettes and Partners
(Financial Services) Limited (together "Lucas Fettes"), a Norwich-based
financial planning provider with assets under advice of c.£890 million and
c.300 corporate and employee benefit clients. The acquisition consists of
acquiring 100% of the issued share capital of Lucas Fettes.
On 31 January 2025, the Group completed the acquisition of LIFT-Financial
Group Limited and LIFT-Invest Limited (together, "LIFT"). The acquisition
brings additional assets under advice of c.£1.6 billion and c.1,350 clients
made up of private individuals, predominantly in financial services and
professional sports, families and corporate clients. In addition to wealth
management, LIFT offers mortgage and insurance services. The acquisition
consists of acquiring 100% of the issued share capital of LIFT.
All three acquisitions were primarily funded through the Group's existing
financial resources with a small portion of the purchase consideration settled
via the issuance of ordinary shares. The acquisitions align with the Group's
strategy to expand its client reach and accelerate growth in financial
planning. The acquired businesses have been integrated into the Group's
financial planning business and will enhance its existing financial planning
capability. They bring a strong presence in geographical areas where there is
opportunity to grow and complement those previously and newly acquired
businesses.
The acquisitions have been accounted for using the acquisition method and
details of the purchase consideration are as follows:
Notes CST Lucas Fettes LIFT Total
£'000 £'000 £'000 £'000
Initial cash consideration 1,250 4,294 30,131 35,675
Initial share consideration i 500 206 - 706
Cash consideration for excess net assets ii 1,472 1,382 - 2,854
Deferred contingent consideration at fair value iii 1,378 4,281 8,899 14,558
Total purchase consideration 4,600 10,163 39,030 53,793
i. The Group issued 42,673 ordinary shares to the previous
shareholders at a price of £16.41 and £16.61 per share. The number of shares
issued was based on the average 5-day mid-market share price at the completion
date to provide the equivalent consideration value of £706,000.
ii. In accordance with the relevant sales purchase agreement
("SPA"), the Group was required to pay the difference between the available
capital and the required regulatory capital.
iii. The total estimated fair value of deferred contingent cash
consideration at the respective acquisition dates was £14,558,000, with
deferred payments due to be made at either one or two years post-acquisition
contingent on targets relating to client attrition and the underlying
profitability of the acquired businesses. The maximum undiscounted deferred
contingent consideration payable is £21,250,000.
14(a) Net assets acquired through business combinations
CST Lucas Fettes LIFT Total
£'000 £'000 £'000 £'000
Tangible fixed assets - 29 53 82
Trade and other receivables 463 1,635 177 2,275
Cash at bank 1,299 894 2,185 4,378
Trade and other payables (10) (568) (488) (1,066)
Provisions - - (375) (375)
Corporation tax (payable)/receivable (158) 180 (422) (400)
Total net assets recognised by acquired companies 1,594 2,170 1,130 4,894
Fair value adjustments:
Client relationship contracts 1,764 5,512 15,701 22,977
Deferred tax liabilities (441) (1,378) (3,925) (5,744)
Net identifiable assets 2,917 6,304 12,906 22,127
Goodwill 1,683 3,859 26,124 31,666
Total purchase consideration 4,600 10,163 39,030 53,793
The trade and other receivables were recognised at their fair value, being the
gross contractual amounts, deemed fully recoverable.
Client relationship intangible assets of £22,977,000 were recognised on
acquisition in respect of the expected cash inflows and economic benefit from
the acquired business. An associated deferred tax liability of £5,744,000 was
recognised in relation to the expected cash inflows on the acquired client
relationship intangible asset. Goodwill of £31,666,000 was recognised on
acquisition in respect of the expected growth in the acquired businesses and
associated cash inflows. The fair value of the assets acquired were the gross
contractual amounts and were all considered to be fully recoverable. The fair
value of the identifiable assets and liabilities acquired, at the dates of
acquisition, are detailed above.
14(b) Acquisition impact on reported results
In the period from acquisition to 30 June 2025, the consolidated statement of
comprehensive income included revenue of £9,025,000 and statutory profit
before tax of £2,797,000 from the acquired entities. Had the acquired
entities been consolidated from 1 July 2024, the consolidated statement of
comprehensive income would have included revenue of £19,188,000 and statutory
profit before tax of £5,035,000.
14(c) Net cash outflow resulting from business combinations
CST Lucas Fettes LIFT Total
£'000 £'000 £'000 £'000
Total purchase consideration 4,600 10,163 39,030 53,793
Less shares issued as consideration (500) (206) - (706)
Less deferred cash contingent consideration at fair value (1,378) (4,282) (8,899) (14,559)
Cash paid for acquired businesses 2,722 5,675 30,131 38,528
Less cash held by acquired entities (1,299) (894) (2,185) (4,378)
Net cash outflow - investing activities 1,423 4,781 27,946 34,150
15. Earnings per share
The Board of Directors considers that underlying earnings per share provides
an appropriate reflection of the Group's performance in the financial year.
Underlying earnings per share are calculated based on 'underlying earnings',
which is defined as earnings after underlying adjustments listed below. The
tax effect of these adjustments has also been considered. Underlying earnings
is an alternative performance measure ("APM") used by the Group.
Earnings for the financial year used to calculate earnings per share as
reported in these consolidated financial statements were as follows:
2025 2024 restated(1)
Note £'000 £'000
Earnings from continuing operations 11,630 20,379
Earnings/(loss) from discontinued operations 13 9,354 (13,922)
Earnings after tax attributable to ordinary shareholders 20,984 6,457
Acquisition and integration related costs 4,390 433
Amortisation of acquired client relationships 3,997 3,383
Organisational restructure 2,084 2,129
Move to LSE's Main Market costs 1,926 -
Head office relocation 1,278 -
Other non-operating items (2,289) (258)
Tax impact of underlying profit adjustments 12 (1,770) (1,362)
Less (earnings)/loss from discontinued operations 13 (9,354) 13,922
Underlying earnings attributable to ordinary shareholders from continuing 24,704
operations
21,246
1 The prior financial year has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations. In addition, there has been an update to the results
presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer
to note 2 for further details.
Other non-operating items primarily relates to a refund from HMRC (£3.1
million) in respect of VAT arising on the Group's AIM Portfolio Services as it
was confirmed this was exempt from VAT, covering the period from 1 October
2019 to 30 September 2024. This is partially offset by legacy legal costs
(£0.3 million) and strategy-related review costs conducted as a result of the
significant business change following the acquisitions and BMI disposal (£0.5
million). These items are excluded from underlying results in view of their
non-recurring nature.
Basic earnings per share is calculated by dividing earnings attributable to
ordinary shareholders by the weighted average number of shares in issue
throughout the period. Included in the weighted average number of shares for
basic earnings per share purposes are employee share options at the point all
necessary conditions have been satisfied and the options have vested, even if
they have not yet been exercised.
Diluted earnings per share represents the basic earnings per share adjusted
for the effect of dilutive potential shares issuable on exercise of employee
share options under the Group's share-based payment schemes, weighted for the
relevant period. The diluted weighted average number of shares in issue and
diluted earnings per share considers the effect of all dilutive potential
shares issuable on exercise of employee share options. The potential shares
issuable includes the contingently issuable shares related to share awards
that have not yet vested and the vested unissued share options that are either
nil cost options or have little or no consideration.
The weighted average number of shares in issue were as follows:
2025 2024
Number of shares Number of shares
Weighted average number of shares in issue 16,160,786 16,098,412
Effect of dilutive potential shares issuable on exercise of employee share 135,256 275,450
options
Diluted weighted average number of shares in issue 16,296,042 16,373,862
2025 2024 restated(1)
p p
Based on reported earnings:
Basic earnings per share from continuing operations 72.0 126.6
Basic earnings/(loss) per share from discontinued operations 57.9 (86.5)
Total statutory basic earnings per share 129.9 40.1
Diluted earnings per share from continuing operations 71.4 124.5
Diluted earnings/(loss) per share from discontinued operations 57.4 (85.0)
Total statutory diluted earnings per share 128.8 39.5
Based on underlying earnings from continuing operations:
Basic underlying earnings per share 131.5 153.5
Diluted underlying earnings per share 130.4 150.9
1 The prior financial year has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations. In addition, there has been an update to the results
presented in the restated comparative period previously disclosed in the
interim report and accounts for the six months ended 31 December 2024. Refer
to note 2 for further details.
16. Dividends
Amounts recognised as distributions to equity holders of the Company in the
financial year were as follows:
2025 2024
£'000 £'000
Final dividend paid for the year ended 30 June 2024 of 49.0p (2023: 47.0p) per 7,872 7,467
share
Interim dividend paid for the year ended 30 June 2025 of 30.0p (2024: 29.0p) 4,823 4,627
per share
Total dividends 12,695 12,094
The interim dividend of 30.0p (2024: 29.0p) per share was paid on 11 April
2025.
A final dividend for the year ended 30 June 2025 of 51.0p (2024: 49.0p) per
share was declared by the Board of Directors on 3 September 2025 and is
subject to approval by the shareholders at the Company's Annual General
Meeting. It will be paid on 4 November 2025 to shareholders who are on the
register at the close of business on 19 September 2025. Based on the current
number of shares in issue at the date of signing this report, and excluding
own shares held, the total amount payable for the final dividend would be
£7.9 million.
17. Intangible assets
Goodwill Computer software and system development costs Client relationship contracts Total
£'000 £'000 £'000 £'000
Cost
At 30 June 2023 64,373 8,830 76,098 149,301
Additions - 1,734 - 1,734
At 30 June 2024 64,373 10,564 76,098 151,035
Additions 31,667 7,491 22,977 62,135
Disposals (249) - - (249)
Disposal of subsidiary (21,243) - (29,930) (51,173)
At 30 June 2025 74,548 18,055 69,145 161,748
Accumulated amortisation and impairment
At 30 June 2023 11,213 359 37,147 48,719
Amortisation charge - 1,603 5,848 7,451
Impairment 11,641 - - 11,641
At 30 June 2024 22,854 1,962 42,995 67,811
Amortisation charge - 2,480 5,863 8,343
Disposal of subsidiary (11,641) - (22,230) (33,871)
At 30 June 2025 11,213 4,442 26,628 42,283
Net book value
At 30 June 2023 53,160 8,471 38,951 100,582
At 30 June 2024 41,519 8,602 33,103 83,224
At 30 June 2025 63,335 13,613 42,517 119,465
The amortisation charge of intangible assets is recognised within
administrative costs in the consolidated statement of comprehensive income.
17(a) Goodwill
Goodwill acquired through business combinations is allocated to the respective
CGUs that benefit from the acquisition. Impairment reviews are conducted
annually to assess the recoverability of goodwill. As of 30 June 2025, the
impairment assessments determined that no goodwill impairment is required for
the CGUs within the Group.
Carrying amount of goodwill by CGU
CGU 2025 2024
£'000 £'000
LIFT 26,124 -
Cornelian 15,863 16,111
Adroit 8,541 8,541
Integrity 3,945 3,945
Lucas Fettes 3,859 -
Funds 3,320 3,320
CST 1,683 -
International - 9,602
Total goodwill 63,335 41,519
During the year ended 30 June 2025, goodwill was acquired through the
acquisitions of CST, Lucas Fettes and LIFT (note 14). Conversely, goodwill
related to the disposals of the DCF (which was part of the Braemar
acquisition) and International CGUs were derecognised (note 13).
Impairment assessment method and key assumptions
The recoverable amount of each CGU is estimated using value-in-use
calculations based on five-year cash flow projections, derived from the most
recent budgets and forecasts approved by subsidiary boards. These cash flows
are extrapolated using a long-term growth rate of 2%, reflective of historical
performance, management strategies and prevailing economic conditions. The key
judgements and estimates use in the impairment calculations are the pre-tax
discount rates and annual revenue growth. These are set out in the table below
and reflect market conditions and specific business risks of the CGU.
CGU Pre-tax discount rate Annual revenue growth
LIFT 11% 7%-8%
Cornelian 12% (2024: 13%) 8%-10% (2024: 8%-9%)
Adroit 12% (2024: 14%) 9%-10% (2024: 9%-15%)
Integrity 14% (2024: 14%) 16%-28% (2024: 8%-13%)
Lucas Fettes 13% 9%-10%
Funds 14% (2024: 15%) (4)%-0% (2024: 2%-9%)
CST 12% 9%-10%
All CGUs with goodwill showed surplus recoverable amounts over carrying
amounts in the impairment assessments as of 30 June 2025. No significant
changes to assumptions of CGU-specific risks necessitate further disclosure.
Sensitivity analysis: reasonably possible changes to assumptions
The below table reflects the sensitivity analysis conducted to determine the
potential for impairment under reasonably possible changes in assumptions.
CGU Change in pre-tax discount rate Change in revenue growth rate
LIFT Increase to 14% Reduction to (2)%-(1)%
Cornelian Increase to 14% Reduction to 1%-3%
Adroit Increase to 15% Reduction to 1%-2%
Integrity Increase to 22% Reduction to 0%-12%
Lucas Fettes Increase to 16% Reduction to 4%-5%
Funds * *
CST * *
* There are no reasonably possible changes to assumptions that would result in
an impairment.
17(b) Computer software
Internally developed software is amortised on a straight-line basis over a
lifespan of approximately four years, subject to specific project adjustments
based on size and usability.
17c) Acquired client relationship contracts
Acquired client relationship contracts represent fair value and are amortised
over estimated useful lives ranging from six to twenty years.
The additions within the financial year relate to client relationships
recognised on acquisition, including the acquisition of a portfolio of
financial advice clients, totalling £22,977,000.
18. Property, plant and equipment
Leasehold improvements Fixtures, fittings and office equipment IT Total
£'000 £'000 equipment £'000
£'000
Cost
At 1 July 2023 3,146 642 966 4,754
Additions 13 47 23 83
Disposals (11) (3) (3) (17)
At 30 June 2024 3,148 686 986 4,820
Additions 2,617 183 477 3,277
Disposals - (7) - (7)
Disposal of subsidiary (730) (151) (146) (1,027)
At 30 June 2025 5,035 711 1,317 7,063
Accumulated depreciation
At 1 July 2023 1,647 442 542 2,631
Depreciation charge 571 95 190 856
Depreciation on disposals (11) (3) (3) (17)
At 30 June 2024 2,207 534 729 3,470
Additions 51 144 138 333
Depreciation charge 384 84 178 646
Disposal of subsidiary (566) (105) (133) (804)
At 30 June 2025 2,076 657 912 3,645
Net book value
At 30 June 2023 1,499 200 424 2,123
At 30 June 2024 941 152 257 1,350
At 30 June 2025 2,959 54 405 3,418
19. Right-of-use assets
Cars Property Total
£'000 £'000 £'000
Cost
At 1 July 2023 798 10,138 10,936
Additions 174 1,125 1,299
Adjustment on change of lease terms (91) (315) (406)
At 30 June 2024 881 10,948 11,829
Additions 52 12,423 12,475
Adjustment on change of lease terms - (2) (2)
Disposal of subsidiary - (1,970) (1,970)
At 30 June 2025 933 21,399 22,332
Accumulated depreciation and impairment
At 1 July 2023 195 6,412 6,607
Depreciation charge 210 1,929 2,139
Adjustment on change of lease terms 50 (192) (142)
At 30 June 2024 455 8,149 8,604
Depreciation charge 192 2,093 2,285
Adjustment on change of lease terms 51 - 51
Disposal of subsidiary - (1,809) (1,809)
Impairment - 411 411
At 30 June 2025 698 8,844 9,542
Net book value
At 30 June 2023 603 3,726 4,329
At 30 June 2024 426 2,799 3,225
At 30 June 2025 235 12,555 12,790
The Group offers a car leasing arrangement to provide a salary sacrifice car
leasing scheme for employees. Each vehicle leased to individual employees
creates a separate right-of-use asset and lease liability measured at present
value of the remaining lease payments, discounted using the lessee's estimated
incremental borrowing rate (see note 24).
The property additions relate to two new leases that commenced during the
financial year.
As at 30 June 2025, the Company recognised right-of-use assets totalling
£11,509,000 in respect of a lease agreement for the Group's head office
relocation, with a 10-year term and no break options, a rent review scheduled
five years from lease commencement, a 25-month rent-free period at the start
of the lease and no rent deposit required. The Company has assessed the ROU
asset of the existing London office for impairment and recognised an
impairment charge of £411,000 in the statement of comprehensive income.
20. Financial assets and liabilities
Financial assets and liabilities comprise the following:
Financial assets 2025 2024
£'000 £'000
Financial assets at fair value through other comprehensive income - 500
Financial assets measured at amortised cost 56,243 78,089
Financial assets held at amortised cost 19,925 29,963
Cash and cash equivalents (note 23) 33,915 44,731
Trade and other receivable (note 22) 2,403 3,395
Financial assets at fair value through profit and loss 15,283 905
Financial assets held at fair value through profit and loss 1,095 905
Deferred contingent consideration receivable (note 21) 14,188 -
Total financial assets 71,526 79,494
Financial liabilities 2025 2024
£'000 £'000
Financial assets measured at amortised cost 7,959 3,728
Trade payables (note 29) 7,959 3,728
Financial liabilities measured at fair value through profit and loss 16,105 -
Deferred contingent consideration payable (note 26) 16,105 -
Total financial liabilities 24,064 3,728
20(a) Financial assets held at amortised cost
2025 2024
£'000 £'000
At 1 July 29,963 -
Additions - 29,978
Disposals (9,959) -
Interest income under EIR method 1,108 197
Contractual coupons received (1,187) (212)
At 30 June 19,925 29,963
The Group holds UK Government Investment Loan and Treasury Stock ("Gilts").
The Gilts carry coupon rates ranging from 1.5%-4.5% per annum and have
maturity dates ranging from 2026-2028. The Group partially disposed of its
Gilts holding to meet a short-term liquidity requirement to fund the
acquisition of LIFT. Refer to note 4(k) for further detail on the accounting
treatment of financial assets held at amortised cost.
20(b) Financial assets at fair value through other comprehensive income
2025 2024
£'000 £'000
At 1 July 500 500
Disposal (500) -
At 30 June - 500
During the year ended 30 June 2025, the Group disposed of its investment of
redeemable £500,000 preference shares in an unlisted company incorporated in
the UK.
20(c) Financial assets at fair value through profit or loss
2025 2024
£'000 £'000
At 1 July 905 825
Additions 14,453 -
Changes in fair value (75) 80
At 30 June 15,283 905
Included in financial assets at fair value through profit and loss are amounts
related to deferred contingent consideration receivable of £14,188,000 (see
note 21 for further details).
The Group holds 500,000 shares in five of the SVS Cornelian Risk Managed
Passive Funds. During the year ended 30 June 2025, the Group recognised a gain
on these investments of £25,000. The Group's holding in the SVS Cornelian
Risk Managed Passive Funds at 30 June 2025 was £676,000.
The Group previously invested £215,000 in the Blueprint Multi Asset Fund
range across the various models within the fund range. During the year ended
30 June 2025, the Group recognised a gain on these investments of £14,000.
The Group's holding in the Blueprint Multi Asset Fund range at 30 June 2025
was £268,000. Within the year, the Group invested an additional £135,000 in
the MPS Fund and £11,000 in the Cornelian J Class fund range. These
investments generated a combined gain of £5,000. As of year-end, the Group's
total holdings across these fund ranges amounted to £151,000.
20(d) Levelling analysis
The following table provides an analysis of the financial assets and
liabilities that, subsequent to initial recognition, are measured at fair
value. These are grouped into the following levels within the fair value
hierarchy, based on the degree to which the inputs used to determine the fair
value are observable:
• Level 1 - derived from quoted prices in active markets for identical
assets or liabilities at the measurement date;
• Level 2 - derived from inputs other than quoted prices included
within Level 1 that are observable, either directly or indirectly; and
• Level 3 - derived from inputs that are not based on observable market
data.
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets
At 1 July 2024 905 - 500 1,405
Additions 146 - 14,307 14,453
Net changes in fair value 44 - (392) (348)
Finance income on deferred contingent consideration receivable - - 273 273
Disposals - - (500) (500)
At 30 June 2025 1,095 - 14,188 15,283
Level 3 financial assets include an addition for deferred contingent
consideration receivable, which due to materiality is separately disclosed on
the consolidated statement of financial position. Disposals during the period
relate to unlisted preference shares, which are valued using a perpetuity
income model, based upon the preference dividend cash flows. The fair value of
the assets was not deemed to be impacted by changes in the unobservable inputs
as the dividend cash flows were contractual.
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial liabilities
At 1 July 2024 - - - -
Additions - - 15,338 15,338
Finance cost of deferred contingent consideration payable - - 426 426
Net changes in fair value - - 341 341
At 30 June 2025 - - 16,105 16,105
Level 3 financial liabilities relate to deferred contingent consideration
payable, valued using the net present value of the expected future amounts
payable. The key inputs are management-approved forecasts and expectations
against the criteria of the deferred contingent consideration to set
expectations of future amounts payable. The deferred contingent consideration
is reviewed and revalued at regular intervals over the deferred contingent
consideration period (refer to note 26). The fair value is sensitive to the
change in management-approved forecasts, which relate to revenue and AUM
projections for future periods, however, at each reporting date, the relevant
management approved forecasts are deemed to be the most accurate and relevant
input to the fair value measurement.
21. Deferred contingent consideration receivable
Deferred contingent consideration receivable reflects the Directors' best
estimate of amounts receivable in the future in respect of the sale of certain
subsidiary undertakings and businesses. Deferred contingent consideration
receivable is measured at its fair value based on discounted expected future
cash flows. The movements in the total deferred contingent consideration
receivable balance during the financial year were as follows:
2025 2024
£'000 £'000
At 1 July - -
Additions 14,307 -
Finance income on deferred contingent consideration receivable 273 -
Fair value adjustments (392) -
At 30 June 14,188 -
Analysed as:
Amounts falling due within one year 289 -
Amounts falling due after more than one year 13,899 -
Total deferred contingent consideration receivable 14,188 -
During the financial year, the Group resigned as investment manager to the SVS
Brooks Macdonald Defensive Capital Fund ("DCF") (subsequently renamed SVS RM
Defensive Capital Fund). The resignation was subject to an SPA and under the
terms of the SPA, the Group are entitled to deferred contingent consideration
receivable based on funds under management meeting certain targets over a
three-year period post disposal. On disposal, the estimated fair value of
deferred contingent consideration receivable was £658,000. As at 30 June
2025, the fair value of deferred contingent consideration receivable for the
DCF disposal was £289,000.
Additionally, the Group sold BMI and its wholly-owned subsidiaries, which made
up the Group's previously reported International segment. Part of the
consideration is deferred based on the disposal group revenue levels measured
over a one-year period commencing 12 months post disposal, and payable two
years post completion. On disposal, the estimated fair value of deferred
contingent consideration receivable was £13,649,000. As at 30 June 2025, the
fair value of deferred contingent consideration receivable for the sale of BMI
was £13,899,000.
22. Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 832 2,899
Other receivables 1,571 496
Prepayments and accrued income 23,478 25,666
Total trade and other receivables 25,881 29,061
Expected credit losses are immaterial in relation to trade receivables; refer
to note 34 for details on the credit risk assessment. Accrued income includes
portfolio management fee income for the final quarter, outstanding at the
consolidated statement of financial position date.
23. Cash and cash equivalents
Cash and cash equivalents are distributed across a range of financial
institutions with high credit ratings in accordance with the Group's treasury
policy. Cash at bank comprises current accounts which can be accessed
immediately.
Cash and cash equivalents also includes amounts held in money market funds and
deposit accounts with a maturity of three months or less. The purpose of these
holdings is to meet short-term cash requirements rather than for underlying
investment purposes and are subject to insignificant risk of changes in value.
24. Lease liabilities
Finance costs and financing cash flows associated with leases are reconciled
below to show the movement in the financial year.
Cars Property Total
£'000 £'000 £'000
At 1 July 2023 611 4,530 5,141
Additions 174 1,157 1,331
Adjustment on change of lease terms (142) (175) (317)
Payments made (225) (2,311) (2,536)
Finance cost of lease liabilities 21 174 195
At 30 June 2024 439 3,375 3,814
Additions 52 14,204 14,256
Adjustment on change of lease terms (57) 3 (54)
Payments made (203) (3,016) (3,219)
Finance cost of lease liabilities 15 280 295
Disposal of subsidiary - (174) (174)
At 30 June 2025 246 14,672 14,918
2025 2024
£'000 £'000
Analysed as:
Amounts falling due within one year 700 2,169
Amounts falling due after more than one year 14,218 1,645
Total lease liabilities 14,918 3,814
Reconciliation of lease liability to changes in cash flows
The payments made included in the table above include lease payments of
£254,000 (2024: £350,000) relating to leases attributable to discontinued
operations up until the date of disposal.
2025 2024
£'000 £'000
Maturity analysis - undiscounted:
Within one year 1,561 2,054
One to five years 10,454 1,445
More than five years 7,568 -
Total lease liabilities - undiscounted 19,583 3,499
The Group offers a car leasing arrangement to provide a salary sacrifice car
leasing scheme for employees. Each vehicle leased to individual employees
creates a separate right-of-use asset (note 19) and lease liability measured
at present value of the remaining lease payments, discounted using the
lessee's estimated incremental borrowing rate.
The Group is party to leases as lessee in relation to property agreements for
the use of office space. All leases are accounted for by recognising a
right-of-use asset and a lease liability at the lease commencement date. Lease
liabilities are initially measured at the present value of the contractual
payments due to the lessor over the lease term discounted using the Group's
incremental borrowing rate.
During the financial year, the Group recognised a new lease liability of
£12,973,000 in relation to its new London head office. Further details of the
lease are disclosed in note 19.
25. Provisions
Client compensation FSCS levy Leasehold dilapidations Other provisions Total
£'000 £'000 £'000 £'000 £'000
At 1 July 2023 250 167 625 280 1,322
Charge to the consolidated statement of comprehensive income 640 691 83 - 1,414
Utilised during the year (295) (167) (268) - (730)
At 30 June 2024 595 691 440 280 2,006
Charge to the consolidated statement of comprehensive income 15 817 466 236 1,534
Utilised during the year (275) (691) - (280) (1,246)
Additions - - - 375 375
Disposals - - (6) - (6)
At 30 June 2025 335 817 900 611 2,663
2025 2024 £'000
£'000
Analysed as:
Amounts falling due within one year 1,890 1,628
Amounts falling due after more than one year 773 378
Total provisions 2,663 2,006
25(a) Client compensation
Client compensation provisions relate to the potential liability arising from
client complaints against the Group. Complaints are assessed on a case-by-case
basis and provisions for compensation are made when they meet the recognition
criteria. The amount recognised within provisions for client compensation
represents management's best estimate of the potential liability. The timing
of the corresponding outflows is uncertain as these are made as and when
claims arise.
25(b) FSCS levy
Following confirmation by the FSCS in July 2025 of its final industry levy for
the 2025/26 scheme year, the Group has made a provision of £817,000 (2024:
£691,000) for its estimated share.
25(c) Leasehold dilapidations
Leasehold dilapidations relate to dilapidation provisions expected to arise on
leasehold premises held by the Group, and monies due under the contract with
the assignee of leases on the Group's leased properties.
25(d) Other provisions
Other provisions include tax-related items arising from voluntary disclosures
made by the Group to HMRC, following an input VAT review conducted during a
prior financial year.
26. Deferred contingent consideration payable
Deferred contingent consideration payable reflects the Directors' best
estimate of amounts payable in the future in respect of certain client
relationships and subsidiary undertakings that were acquired by the Group.
Deferred contingent consideration payable is measured at its fair value based
on discounted expected future cash flows and is split between current and
non-current liabilities to the extent that it is due for payment within one
year of the reporting date. The movements in the total deferred contingent
consideration payable balance during the financial year were as follows:
2025 2024
£'000 £'000
At 1 July - 1,467
Additions 15,338 -
Finance cost of deferred contingent consideration 426 13
Fair value adjustments 341 (3)
Payments made during the year - (852)
Share issues as consideration - (625)
At 30 June 16,105 -
2025 2024
£'000 £'000
Analysed as:
Amounts falling due within one year 14,176 -
Amounts falling due after more than one year 1,929 -
Total deferred contingent consideration payable 16,105 -
During the financial year, the Group completed three acquisitions of CST,
Lucas Fettes and LIFT (refer to note 14). Part of the consideration amounts
payable are deferred over one and two-year periods. The deferred amount is
based on client attrition levels and business profitability over the deferral
period. The estimated fair value of the deferred contingent consideration at
acquisition was £14,558,000. During the period from acquisition to 30 June
2025, the Group recognised a finance cost of £398,000 and a fair value
adjustment of £342,000 on the amount payable.
Also, during the year, the Company acquired a portfolio of financial advice
clients. Part of the consideration amount, £779,000, is deferred over a year.
The Company recognised a finance cost of £27,000 and £81,000 fair value
increase in the deferred contingent amount.
Deferred contingent consideration is classified as Level 3 within the fair
value hierarchy, as defined in note 20.
27. Net deferred tax liabilities
An analysis of the Group's deferred assets and deferred tax liabilities is
shown below:
The gross movement on the deferred income tax account during the financial
year was as follows:
Note 2025 2024
£'000 £'000
At 1 July (5,394) (6,033)
Liability on acquisition of client relationship intangible assets 14 (5,744) -
Credit to the consolidated statement of comprehensive income 1,357 1,574
Charge recognised in equity (346) (935)
Disposal of subsidiary 964 -
At 30 June (9,163) (5,394)
The change in deferred income tax assets and liabilities during the financial
year was as follows:
Share-based payments Trading losses carried forward Dilapidations Accelerated capital allowances Total
£'000 £'000 £'000 £'000 £'000
Deferred tax assets
At 1 July 2023 2,333 363 119 164 2,979
Credit to the consolidated statement of comprehensive income 503 (216) (7) (71) 209
Charge to equity (935) - - - (935)
At 30 June 2024 1,901 147 112 93 2,253
Disposal of subsidiary (147) (4) 3 (148)
Credit to the consolidated statement of comprehensive income 2 - 117 106 225
Charge to equity (346) - - - (346)
At 30 June 2025 1,557 - 225 202 1,984
2025 2024
£'000 £'000
Deferred tax assets
Deferred tax assets to be settled within one year 947 1,192
Deferred tax assets to be settled after more than one year 1,037 1,061
Total deferred tax assets 1,984 2,253
The carrying amount of the deferred tax asset is reviewed at each reporting
date and is only recognised to the extent that it is probable that future
taxable profits of the Group will allow the asset to be recovered. There is an
amount of unrecognised deferred tax in relation to capital losses carried
forward at 30 June 2025 of £859,000. A deferred tax asset is not recognised
in these consolidated financial statements, nor the Parent Company financial
statements, on the basis that it is not probable that capital gains will be
available against which capital losses can be offset.
The change in deferred income tax liabilities during the financial year is as
follows:
Accelerated capital allowances on research and development Intangible asset amortisation Total
£'000 £'000 £'000
Deferred tax liabilities
At 1 July 2023 856 8,156 9,012
Credit to the consolidated statement of comprehensive income 62 (1,427) (1,365)
At 30 June 2024 918 6,729 7,647
Disposal of subsidiary (5) (1,106) (1,111)
Acquisition of subsidiaries - 5,744 5,744
Charge/(credit) to the consolidated statement of comprehensive income 75 (1,208) (1,133)
At 30 June 2025 988 10,159 11,147
2025 2024
£'000 £'000
Deferred tax liabilities
Deferred tax liabilities to be settled within one year 1,185 1,006
Deferred tax liabilities to be settled after more than one year 9,962 6,641
Total deferred tax liabilities 11,147 7,647
28. Other non-current liabilities
2025 2024
£'000 £'000
At 1 July 587 783
National insurance liability in respect of share option awards 392 128
Liability in respect of retention payments to ex-BMI employees 456 -
Transfer to current liabilities (391) (324)
At 30 June 1,044 587
Other non-current liabilities include employer's National Insurance
contributions arising from share option awards under the Long-Term Incentive
Scheme ("LTIS") and Long-Term Incentive Plan ("LTIP") schemes. During the
financial year, a liability was recognised of £392,000 (2024: £128,000) in
respect of awards granted during the financial year, which are expected to
vest in the future. During the financial year, an amount of £391,000 (2024:
£324,000) was transferred to current liabilities, reflecting awards that are
expected to vest within the next 12 months. At 30 June 2025, the non-current
liability for employer's National Insurance contributions arising from share
option awards under the LTIS and LTIP schemes was £588,000 (2024: £587,000).
29. Trade and other payables
2025 2024
£'000 £'000
Trade payables 7,959 3,728
Other taxes and social security 1,763 2,767
Other payables 2,295 -
Accruals and deferred income 19,277 21,394
Total trade and other payables 31,294 27,889
Included within accruals and deferred income is an accrual of £391,000 (2024:
£324,000) in respect of employer's National Insurance contributions arising
from share option awards under the LTIS. Other payables includes the current
portion of the liability in respect of retention payments to ex-BMI employees.
30. Share capital and share premium account
The movements in share capital and share premium during the financial year
were as follows:
Number of shares Exercise Share Share premium Total
price capital account £'000
£ £'000 £'000
At 1 July 2023 16,399,663 164 81,830 81,994
Shares issued:
• on exercise of options 8,554 13.81 - 17.25 - 135 135
• to SAYE Scheme 35,488 11.72 - 19.88 1 545 546
• of consideration for business combinations 28,748 19.00 - 21.74 - 625 625
At 30 June 2024 16,472,453 165 83,135 83,300
Shares issued:
• on exercise of options 699 17.70 - 16 16
• to SAYE Scheme 4,714 14.34 - 19.88 - 130 130
• of consideration for business combinations 42,673 16.41 - 16.61 - 706 706
Shares cancelled on buybacks (464,000) - (5) - (5)
At 30 June 2025 16,056,539 - 160 83,987 84,147
The total number of ordinary shares issued and fully paid at 30 June 2025 was
16,056,539 (2024: 16,472,453) with a par value of 1p per share.
There was £852,000 of share capital issued on exercise of options as well as
to Employee Save As You Earn ("SAYE") Scheme members and as consideration for
acquisitions in the year ended 30 June 2025 (2024: £1,306,000).
On 28 January 2025, the Group announced the commencement of a share buyback
programme in respect of its shares having an aggregate value of up to £10
million. The shares are being purchased in the open market and upon
cancellation, the par value is transferred from the share capital to the
capital redemption reserve (within other reserves, refer to note 31).
During the period from announcement to 30 June 2025, the Group has repurchased
464,000 shares for a total consideration of £6,970,000. The par value of
share capital of £4,640 for these repurchases has transferred to the capital
redemption reserve and the remaining amounts have reduced retained earnings by
£6,966,000. At the date of signing this report, a further 74,000 shares were
purchased and cancelled, for additional total consideration of £1,178,000.
The Board will continue to deploy the remainder of the £10 million buyback in
due course.
Employee Benefit Trust
The Group established an Employee Benefit Trust ("EBT") on 3 December 2010 to
acquire ordinary shares in the Company to satisfy awards under the Group's
LTIS; see note 32. At 30 June 2025, the EBT held 437,374 (2024: 421,938) 1p
ordinary shares in the Company, acquired for a total consideration of
£21,650,000 (2024: £19,100,000) with a market value of £7,457,000 at 30
June 2025 (2024: £8,228,000). These shares are classified as treasury shares
in the consolidated statement of financial position, their cost being deducted
from retained earnings within shareholders' equity.
31. Retained earnings and other reserves
The movements in retained earnings during the financial year were as follows:
2025 2024
£'000 £'000
At 1 July 68,843 75,158
Total comprehensive income 20,984 6,457
Share-based payments 2,856 2,407
Tax on share options (346) (935)
Purchase of own shares by Employee Benefit Trust (2,566) (2,150)
Share buyback (6,971) -
Dividends paid (12,695) (12,094)
At 30 June 70,105 68,843
Other reserves comprise the following balances:
2025 2024
£'000 £'000
Merger reserve 192 192
Capital redemption reserve 5 -
Total other reserves 197 192
31(a) Merger reserve
The merger reserve arises when the consideration and nominal value of the
shares issued during a merger and the fair value of assets transferred during
the business combination differ.
31(b) Capital redemption reserve
The capital redemption reserve arises on the cancellation of shares following
share buybacks when the nominal value of the shares cancelled is transferred
from share capital.
32. Share-based incentive and benefits plans
During the year ended 30 June 2025, the Group operated a number of share-based
incentive and benefit schemes, which are described below.
Company Share Option Plan ("CSOP")
This plan was approved by HMRC in November 2013. The CSOP is a discretionary
scheme whereby employees or Directors are granted an option to purchase the
Company's shares in the future at a price set on the date of the grant. Since
2023, the maximum award under the terms of the scheme is a total market value
of £60,000 per recipient. The options expire 10 years from the grant date.
The Company ceased making CSOP grants following the awards made in 2016. As at
30 June 2025, all options for the CSOP schemes have vested and are able to be
exercised. No awards expired during the financial year under the CSOP schemes
(2024: none).
Employee Save As You Earn ("SAYE") Scheme
SAYE is a voluntary participation benefit offered to all permanent employees.
Under the SAYE, employees commit to a three-year savings contract of between
£5 and £500 a month. At the end of the savings contract, employees have the
option to use their savings to exercise their option to buy Company shares at
a discounted price determined at the beginning of the savings contract or
elect to have their cash savings returned. More recent annual schemes also
include a savings bonus for completing the savings contract. This can be used
to buy shares or be returned in cash, as it is the equivalent of an interest
consideration.
Long-Term Incentive Plan ("LTIP")
This is an equity-settled scheme approved by shareholders at the 2018 Annual
General Meeting and encompasses three components:
• Deferred Bonus Plan ("DBP"): Under this plan, a proportion of
discretionary annual bonus awards for Material Risk Takers and high earning
employees is awarded as 10-year BRK nil price share options. These awards vest
in three equal tranches at 12, 24 and 36 months from date of grant. The
employee is then able to exercise the award in the option period at which
point the shares would be transferred to the employee. Leaver provisions
apply, where in cases of resignation, any vested and unvested options are
forfeited to the employee on leaving, and employees leaving with good leaver
status remain eligible for the awards.
• LTIP awards: These are 10-year BRK nil price share options awarded to
Executive Directors and ExCo Members. Vesting of these awards may be
contingent on specified performance measures determined at grant being met.
These awards are subject to three-year cliff vesting and a further two-year
holding period (on any options that are exercised immediately after vesting).
Awards are forfeited in instances of resignation and for good leavers, the
award value will be pro-rated in alignment with the proportion of the vesting
period the employee served.
• Exceptional Share Option Awards ("ESOA"): These are discretionary
share option awards made to employees making exceptional contributions to the
Company. The vesting profile and any performance conditions associated with
these awards are determined by the Company's Remuneration Committee. ESOA
awards are also used to fulfil buy-out commitments and share option awards
made in relation to acquisitions made by the Company.
With the exception of a limited number of Good Leaver scenarios, employee
eligibility for all LTIP awards is subject to continued employment. All LTIP
awards are made at the discretion of the Remuneration Committee. A total of
323,670 (2024: 609,163) BRK share options were granted under the LTIP during
the 2025 financial year. The vesting periods for these awards are between 12
and 36 months. In the 2025 financial year, 4,330 share options expired (2024:
none).
Long-Term Incentive Scheme ("LTIS")
Share-based incentives were made under the LTIS scheme before its replacement
by the LTIP scheme in 2018. No LTIS grants were made after 2017 and no
holdings or commitments remain under this scheme, all awards having been
vested and exercised.
Valuation of awards
Full details of the awards granted during the year along with their valuation
and the inputs used in the valuation are described in the tables below. The
valuation was determined using the Black-Scholes-Merton model.
2025 2024
Long-Term Incentive Plan Save As You Earn ("SAYE") Long-Term Incentive Plan Save As You Earn ("SAYE")
Fair value £12.17-£15.31 £4.27 £14.33-£16.49 £7.35
Share price at grant £14.20-£18.25 £15.00 £16.50-£18.05 £20.60
Exercise price - £11.56 - £14.62
Grant date Various 01/06/2025 Various 01/06/2024
Vesting period 27-51 months 36 months 27-51 months 36 months
Volatility 34.84%-37.71% 37.22% 35.34%-38.06% 38.01%
Annual dividend 4.11%-5.70% 5.40% 4.26%-4.73% 3.79%
Risk-free rate 3.99%-4.50% 3.87% 3.95%-4.92% 4.07%
Option value £14.20-£18.25 £15.00 £16.50-£18.05 £20.60
Outstanding awards
Movements in the outstanding awards including the weighted average exercise
price under each of the plans is set out in the tables below.
2025 2024
Number of options Weighted average exercise price (£) Number of options Weighted average exercise price (£)
Company Share Option Plan
Outstanding at start of year 8,401 16.92 16,955 16.37
Exercised - - (8,554) 15.83
Outstanding at end of year 8,401 17.23 8,401 16.92
Exercisable at end of year 8,401 17.23 8,401 16.92
The CSOP options outstanding at 30 June 2025 had exercise prices of £13.81p
(725 options), £17.19p (5,236 options) and £17.25p (2,440 options), and a
weighted average remaining contractual life of 0.6 years.
2025 2024
Number of options Weighted average exercise price (£) Number of options Weighted average exercise price (£)
Employee SAYE Scheme
Outstanding at start of year 198,462 14.87 225,003 15.23
Granted 175,672 11.56 63,603 14.62
Forfeited (111,676) 14.81 (58,186) 15.51
Exercised (8,583) 15.14 (31,958) 15.77
Outstanding at end of year 253,875 12.63 198,462 14.87
Exercisable at end of year 7,650 19.88 7,882 17.04
The SAYE Plan options outstanding at 30 June 2025 had exercise prices of
£19.88p (7,650 options), £14.34p (45,099 options), £14.62p (26,608 options)
and £11.56p (174,518 options), and a weighted average remaining contractual
life of 2.79 years.
All share options under the LTIP schemes set out below have exercise prices of
£nil.
2025 2024
Number of shares Number of shares
Long-Term Incentive Plan
Outstanding at start of year 609,163 687,360
Granted 385,085 232,851
Forfeited (88,809) (58,541)
Exercised (110,742) (252,507)
Outstanding at end of year 794,697 609,163
Exercisable at end of year 2,896 -
Long-Term Incentive Scheme
Outstanding at start of year 1,144 5,442
Exercised - (4,298)
Outstanding at end of year 1,144 1,144
Exercisable at end of year 1,144 1,144
Employee Benefit Trust ("EBT")
The Company established an EBT on 3 December 2010 to acquire ordinary shares
in the Company to satisfy various company award plans. All finance costs and
administration expenses connected with the EBT are charged to the consolidated
statement of comprehensive income as they accrue. The EBT has waived its
rights to dividends. The number of shares held by the EBT have not yet vested
unconditionally.
2025 2024
Number of shares Number of shares
Employee Benefit Trust
1 July 421,938 552,633
Acquired in the year 141,070 123,918
Exercised (125,634) (254,613)
At 30 June 437,374 421,938
33. Reconciliation of operating profit to net cash inflow from operating
activities
2025 2024 restated(1)
£'000 £'000
Operating profit before tax 12,006 22,256
Adjustments for:
Amortisation of intangible assets 7,850 4,758
Depreciation of property, plant and equipment 520 567
Depreciation of right-of-use assets 2,044 1,585
Impairment of right-of-use assets 411 -
Other losses/(gains) 247 (83)
Decrease in receivables 537 4,391
Increase in payables 3,125 5,851
Increase in provisions 151 684
Increase/(decrease) in other non-current liabilities 457 (196)
Share-based payments charge 1,379 1,366
Net cash inflow from operating activities 28,727 41,179
1 The prior financial year operating profit has been restated to separate
the results of discontinued operations, consistent with the presentation in
the current financial year. Refer to note 13 for details of the results of
discontinued operations.
34. Financial risk management
The Group has identified the financial risks arising from its activities and
has established policies and procedures as part of a formal structure for
managing risk, including establishing risk lines, reporting lines, mandates
and other control procedures. The structure is reviewed regularly. The Group
does not use derivative financial instruments for risk management purposes.
34(a) Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its payment
obligations associated with its financial liabilities when they fall due. The
primary objective of the Group's treasury policy is to manage short-term
liquidity requirements and to ensure that the Group maintains a surplus of
immediately realisable assets over its liabilities, such that all known and
potential cash obligations can be met.
The table below shows the Group's undiscounted cash inflows and outflows from
non-derivative financial assets and liabilities, together with cash and bank
balances available on demand.
On Not more than After After 1 year but not more than 6 years No fixed payment date Total
demand 3 months 3 months but not more than 1 year £'000 £'000 £'000
£'000 £'000 £'000
At 30 June 2025
Cash flows from financial assets
Financial assets at amortised cost - 205 419 19,301 - 19,925
Financial assets at fair value through profit or loss - - - - 1,095 1,095
Deferred contingent consideration receivable - - - 14,188 - 14,188
Cash and balances at bank 33,915 - - - - 33,915
Trade receivables - 832 - - - 832
Other receivables - 1,571 - - - 1,571
33,915 2,608 419 33,489 1,095 71,526
Cash flows from financial liabilities
Trade payables - (7,959) - - - (7,959)
Deferred contingent consideration payable - - (14,176) (1,929) - (16,105)
Accruals and deferred income - (19,277) - - - (19,277)
Other financial liabilities - (6,070) (544) (1,817) - (8,431)
- (33,306) (14,720) (3,746) - (51,772)
Net liquidity surplus/(gap) 33,915 (30,698) (14,301) 29,743 1,095 19,754
At 30 June 2024
Cash flows from financial assets
Financial assets at amortised cost* - 379 593 28,991 - 29,963
Financial assets at fair value through other comprehensive income - - - 500 - 500
Financial assets at fair value through profit or loss - - - - 905 905
Cash and balances at bank 44,731 - - - - 44,731
Trade receivables - 2,899 - - - 2,899
Other receivables - 496 - - - 496
44,731 3,774 593 29,491 905 79,494
Cash flows from financial liabilities
Trade payables - (3,728) - - - (3,728)
Other financial liabilities - (25,618) (2,206) (2,032) - (29,856)
- (29,346) (2,206) (2,032) - (33,584)
Net liquidity surplus/(gap) 44,731 (25,572) (1,613) 27,459 905 45,910
* Prior year figures have been restated to separately disclose £972,000 of
interest receivable relating to Gilts.
34(b) Market risk
Interest rate risk
The Group has limited exposure to interest rate risk due to fluctuations in
the prevailing level of market interest rates. Surplus cash is invested in
short-term deposits with maturity dates not exceeding three months and money
market funds. Investments in Gilts are at a fixed interest rate.
A 1% fall in the average monthly interest rate receivable on the Group's cash
and cash equivalents would have the impact of reducing interest receivable and
therefore profit before taxation by £339,000 (2024: £447,000). An increase
of 1% would have an equal and opposite effect.
Foreign exchange risk
The Group does not have any material exposure to transactional foreign
currency risk, and therefore no analysis of foreign exchange risk is provided.
Price risk
Price risk is the risk that the fair value of the future cash flows from
financial instruments will fluctuate due to changes in market prices (other
than those arising from interest rate risk or currency risk). The Group is
exposed to price risk through its holdings of equity securities and other
financial assets, which are measured at fair value in the consolidated
statement of financial position (note 20). A 1% fall in the value of these
financial instruments would have the impact of reducing total comprehensive
income by £11,000 (2024: £14,000). An increase of 1% would have an equal and
opposite effect.
34(c) Credit risk
The Group may elect to invest surplus cash balances in highly liquid money
market instruments with maturity dates not exceeding three months. The
difference between the fair value and the net book value of these instruments
is not material. To reduce the risk of a counterparty default, the Group
deposits the rest of its funds in approved, high-quality banks. As part of the
Group's strict due diligence assessment, there is a requirement for all
banking counterparties to have a minimum credit rating of BBB+.
In line with the Group's corporate treasury policy, during the year ended 30
June 2025, the Group invested a proportion of surplus cash resources into UK
GILTs. The credit risk severity is considered minimal due to the inherent
government backing. A minimum credit rating requirement for Gilts as part of
the Group's strategy has therefore been set at 'AA', which aligns to the
current credit rating of UK Gilts.
Assets exposed to credit risk recognised on the consolidated statement of
financial position total £33,915,000 (2024: £44,732,000), being the Group's
total cash and cash equivalents.
Trade receivables with a carrying amount of £832,000 (2024: £2,899,000) are
neither past due nor impaired. Trade receivables have no external credit
rating as they relate to individual clients, although the value of investments
held in each individual client's portfolio is always in excess of the total
value of the receivable. All trade receivables fall due within one year (2024:
one year).
35. Capital management
Capital is defined as the total of share capital, share premium, retained
earnings and other reserves of the Company. Total capital at 30 June 2025 was
£154,449,000 (2024: £152,335,000). Regulatory capital is derived from the
Group's Internal Capital Adequacy and Risk Assessment ("ICARA"), which is a
requirement of the Investment Firm Prudential Regime ("IFPR"). The ICARA draws
on the Group's risk management process that is embedded within the individual
businesses, function heads and executive committees within the Group.
The Group's objectives when managing capital are to comply with the capital
requirements set by the FCA to safeguard the Group's ability to continue as a
going concern so that it can continue to provide returns for shareholders and
benefits for other stakeholders, and to maintain a strong capital base to
support the development of the business.
The Group frequently assesses the adequacy of its own funds on a consolidated
and legal entity basis. This includes continuous monitoring of 'K-factor'
variables, which captures the variable nature of risk involved in the Group's
business activities. A regulatory capital update is additionally provided to
senior management on a monthly basis alongside a rolling 12-month regulatory
capital forecast. In addition to this, the Group has implemented a number of
'Key Risk Indicators', which act as early warning signs with the aim of
notifying senior management if own funds misalign with the Group's risk
appetite and internal thresholds.
Capital adequacy is continuously monitored daily by the Group's management.
The Group's 2025 ICARA will be presented for approval in December 2025. There
have been no capital requirement breaches during the financial year. Brooks
Macdonald Group plc's IFPR public disclosure is presented on our website at
www.brooksmacdonald.com
(file:///C%3A/Users/uthman.ul-haq/Downloads/www.brooksmacdonald.com) .
36. Contingent liabilities and guarantees
In the normal course of business, the Group is exposed to legal and regulatory
issues, which, in the event of a dispute, could develop into litigious
proceedings and, in some cases, may result in contingent liabilities.
Similarly, a contingent liability may arise in the event of a finding in
respect of the Group's tax affairs, including the accounting for VAT, which
could result in a financial outflow from the relevant tax authorities. The
Board assesses any such matters on an ongoing basis and there are no continent
liabilities as at 30 June 2025.
Brooks Macdonald Asset Management Limited, a subsidiary company of the Group,
has an agreement with the Royal Bank of Scotland plc to guarantee settlement
for trading with CREST stock on behalf of clients. The Group holds client
assets to fund such trading activity.
37. Related-party transactions
Transactions between the Company and its subsidiaries, which are related
parties, are eliminated on consolidation. The Company's individual financial
statements include the amounts attributable to subsidiaries.
Transactions with key management personnel
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, directly
or indirectly, including any Director (whether executive or otherwise) of the
Group. Details of the compensation paid to the Board of Directors as well as
their shareholding in the Company are disclosed in the Remuneration Committee
report.
Certain of the Groupʼs key management personnel make use of the services
provided by companies within the Group. Charges for such services are made at
various staff rates. All transactions were made on normal business terms.
38. Interest in unconsolidated structured entities
Structured entities are those entities that have been designed so that voting
or similar rights are not the dominant factor in deciding who has control,
such as when any voting rights relate to administrative tasks only, or when
the relevant activities are directed by means of contractual arrangements. The
Group's interests in consolidated and unconsolidated structured entities are
described below.
The only consolidated structured entity is the Brooks Macdonald Group EBT,
details of which are given in note 32.
The Group has interests in structured entities as a result of contractual
arrangements arising from the management of assets on behalf of its clients.
These structured entities consist of unitised vehicles such as OEICs, which
entitle investors to a percentage of the vehicle's net asset value. The
structured entities are financed by the purchase of units or shares by
investors. As fund manager, the Group does not guarantee returns on its funds
or commit to financially support its funds. Where external finance is raised,
the Group does not provide a guarantee for the repayment of any borrowings.
The business activity of all structured entities in which the Group has an
interest is the management of assets in order to maximise investment returns
for investors from capital appreciation and/or investment income. The Group
earns a management fee from its structured entities based on a percentage of
the entity's net asset value.
The funds under management of unconsolidated structured entities within the
Group's continuing operations total £1.208 billion (2024: £1.323 billion).
Included in the revenue from continuing operations on the consolidated
statement of comprehensive income is management fee income of £6,598,000
(2024: £6,914,000) from unconsolidated structured entities managed by the
Group.
39. Events since the end of the year
A final dividend was declared on 3 September 2025, refer to note 16 for
further details.
In August 2025, the Group accepted an offer from its insurers for £1.3
million in settlement of legacy matters related to its International business.
As the offer was made and accepted after the financial reporting date, and the
receipt of funds was not considered virtually certain as at 30 June 2025, no
asset has been recognised in these financial statements. However, at the date
of signing these financial statements, the receipt of the proceeds was deemed
probable. Accordingly, the insurance proceeds are expected to be recognised as
other non-operating income in the statement of comprehensive income in the
financial year ending 30 June 2026.
Non-IFRS financial information
Non-IFRS financial information or alternative performance measures ("APMs")
are used as supplemental measures in monitoring the performance of the Group.
The adjustments applied to IFRS measures to compute the Group's APMs exclude
income and expense categories, which are deemed to be outside the normal
course of business operations. The Board considers the disclosed APMs to be an
appropriate reflection of the Group's underlying performance.
The Group follows a rigorous process in determining whether an adjustment
should be made to present an alternative performance measure compared to IFRS
measures.
For an adjustment to be removed from IFRS statutory profit before tax to
derive underlying profit, it must be a significant item and meet the following
criteria:
• It is non-recurring and outside the normal course of business
operations; or
• It has been incurred as a result of an acquisition, disposal or
company restructure process.
The Group uses the below APMs:
APM Equivalent IFRS measure Definition and purpose
Underlying profit before tax from continuing operations Statutory profit before tax from continuing operations Calculated as profit before tax from continuing operations, excluding income
and expense categories, which are deemed of a non-recurring nature. It is
considered by the Board to be an appropriate reflection of the Group's
performance.
Underlying tax charge from continuing operations Statutory tax charge from continuing operations Calculated as the statutory tax charge from continuing operations, excluding
the tax impact of the adjustments excluded from underlying profit.
See note 12 Taxation.
Underlying earnings/ Underlying profit after tax from continuing operations Total comprehensive income from continuing operations Calculated as underlying profit before tax from continuing operations less the
underlying tax charge from continuing operations.
See note 15 of the consolidated financial statements for a reconciliation of
underlying profit after tax from continuing operations and total comprehensive
income.
Underlying diluted earnings per share from continuing operations Statutory diluted earnings per share from continuing operations Calculated as underlying profit after tax from continuing operations, divided
by the weighted average number of shares in issue during the financial year,
including the dilutive impact of future share awards. This is a key management
incentive metric and is a measure used within the Group's remuneration
schemes.
See note 15 Earnings per share.
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