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