Strategic Report
Governance Report
Financial Statements
Company Financial Statements
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: 30. Share capital and share premium account continued
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.
2025 £’000 68,843 20,984
2024 £’000 75,158 6,457 2,407
At 1 July
Total comprehensive income
2,856
Share-based payments Tax on share options
(346)
(935) (2,150)
(2,566) (6,971) (12,695)
Purchase of own shares by Employee Benefit Trust
Share buyback Dividends paid
–
(12,094) 68,843
At 30 June
70,105
Other reserves comprise the following balances:
2025 £’000
2024 £’000
192
Merger reserve
192
5
Capital redemption reserve
–
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.
Brooks Macdonald Group plc Annual Report and Accounts 2025
145
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