REG - B.P. Marsh &Partners - Final Results for the Year to 31 January 2025
10/06/2025 07:00
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RNS Number : 0953M B.P. Marsh & Partners PLC 10 June 2025
10 June 2025
B.P. Marsh & Partners Plc
("B.P. Marsh", "the Company" or "the Group")
Final Results for the Year to 31 January 2025
B.P. Marsh & Partners Plc (AIM: BPM), the specialist private equity
investor in early-stage financial services businesses, announces its audited
Group Final Results for the year ended 31 January 2025.
Highlights:
· Consolidated profit before tax of £104.7m (31 January 2024: £43.6m)
· Total Shareholder return of £101.2m (44.2%) for the year, comprising
growth in Net Asset Value and the £4.0m dividends paid in aggregate in March
2024, May 2024 and July 2024
· Net Asset Value has increased by £97.2m to £326.4m (31 January
2024: £229.2m), a 42.4% increase
· Net Asset Value per share has increased by 261.0p to 890.0p* (31
January 2024: 629.0p)
· Disposal of Lilley Plummer Risks Limited ("LPR") and receipt of
£21.7m
· Disposal of Paladin Holdings Limited ("Paladin")/ CBC UK Limited
("CBC") and receipt of £44.0m consideration
· Four new equity investments were made during the year
· Two new equity investments were made post year end
· Equity portfolio valuation increase of 83.5% (2024: 35.9%)
· £4.0m in dividends paid in aggregate in the year (10.72p per share)
(31 January 2024: £2.0m, 5.56p per share)
· Since year end, further dividends totalling £8.0m (21.64p per share)
paid or proposed
*The fully diluted Net Asset Value per share is 847.3p and includes the
remaining 761,499 shares held within the Employee Benefit Trust, but also
includes £2.0m of loan repayable if the remaining shares, including 236,259
currently unallocated, are sold. The diluted NAV per share also includes the
1,682,500 options over ordinary shares granted to certain Directors and
employees of the Group in November 2023 as the performance criteria for NAV
growth had been met as at 31 July 2024 (31 January 2024: 626.9p).
Commenting on the results, Brian Marsh OBE, Chairman, said:
"I am pleased to report a year of exceptional performance, realisations, new
investments, and cash returns to shareholders. B.P. Marsh creates real value,
and, with a robust and diversified portfolio, we will continue to identify
opportunities, support entrepreneurial teams and exit only when it is
appropriate.
"While the geopolitical picture continues to produce tension and uncertainty,
we have more than succeeded in achieving our objectives. This resilience,
reflected in our 42.4% NAV growth, the successful exits from Paladin and
Lilley Plummer Risks, and the strategic addition of iO Partners stems from the
dedication of our team, the foresight of our investors, and the innovation of
our portfolio partners.
"My gratitude extends to every stakeholder who contributed: investors who
share our long-term vision, management teams who trust our partnership, and
colleagues who exemplify integrity in action. As we look ahead, I am proud to
say that one of B.P. Marsh's greatest strengths lies not in its capital alone,
but in the people who steward it."
Analyst and investor briefings:
There will be an analyst call today at 08:45am BST. Any analysts wishing to
join the call should register to receive an invitation by emailing
bpmarsh@tavistock.co.uk (mailto:bpmarsh@tavistock.co.uk) if they have not
already done so.
The Company will also provide a live presentation for all existing and
potential shareholders via the Investor Meet Company platform on 10 June 2025
at 10:30am BST.
Questions can be submitted pre-event via your Investor Meet Company dashboard
up until 09:00am BST the day of the meeting or at any time during the live
presentation. Investors can sign up to Investor Meet Company for free and add
to meet B.P. Marsh via:
https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor
(https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor)
.
Investors who already follow B.P. Marsh on the Investor Meet Company platform
will automatically be invited.
Note
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014.
For further information, please visit www.bpmarsh.co.uk
(http://www.bpmarsh.co.uk/) or contact:
B.P. Marsh & Partners Plc +44 (0)20 7233 3112
Brian Marsh OBE / Alice Foulk
Nominated Adviser & Joint Corporate Broker: +44 (0)20 7886 2500
Panmure Liberum Limited
Atholl Tweedie / Amrit Mahbubani / Ailsa MacMaster
Joint Corporate Broker: +44 (0)20 7496 3000
Singer Capital Markets Advisory LLP
Charles Leigh Pemberton / James Moat / Asha Chotai
Financial PR & Investor Relations: bpmarsh@tavistock.co.uk (mailto:bpmarsh@tavistock.co.uk)
Tavistock +44 (0)20 7920 3150
Simon Hudson / Katie Hopkins / Kuba Stawiski
Statement by the Chairman
Results
The Group delivered another year of robust growth, with Net Asset Value
("NAV") (net of dividends), rising to £326.4m (2024: £229.2m). This
reflected a 42.4% increase over the year. The value of the equity portfolio
increased by 83.5%, after adjusting for additions and disposals, to £224.1m
(2024: £165.4m).
Undiluted NAV per share grew by 41.5% to 890.0p (2024: 629.0p). On a fully
diluted basis, taking into account vesting of shares in the Group's Joint
Share Ownership Plan, and performance conditions being met in respect of share
options issued to certain directors and employees of the Group, NAV per share
was 847.3p (2024: 626.9p).
These results benefited from two significant disposals during the year: the
sale of our interests in LPR and Paladin. These disposals together realised
£65.7m, resulting in a much increased cash and treasury balance as at 31
January 2025 of £74.1m (2024: £40.5m).
Dividend
The Group seeks to deliver value to its shareholders through the performance
of our carefully selected portfolio of investments which we believe will
continue to generate growth in NAV and the payment of dividends, subject to
the cash needs of the business. We also use share buy-backs as a mechanism to
return capital to shareholders and manage the discount at which our share
price stands to NAV. In the year under review, we progressed both of these
aims.
In mid-2023, we stated our intention to pay £2.0m in dividends in respect of
each of the years ending 31 January 2024, 2025, and 2026. In March 2024, we
committed to increased dividend payments of £4.0m per annum for the financial
years ending 31 January 2025, 2026, and 2027, making a total of £12.0m.
Following the disposal of our shareholding in LPR in October 2024, the Board
further increased its dividend payment intentions to £5.0m per annum for the
years ending 31 January 2026 and 2027 and resolved to extend this £5.0m
dividend policy to 31 January 2028. Post year end, the Board paid a Special
Dividend of £3.0m, following the receipt of deferred consideration from the
2024 disposal of Paladin.
This means that shareholders can expect to receive a minimum of £8.0m (21.64p
per share) for the financial year ending 31 January 2026, and £5.0m (13.56p
per share) in each of the financial years ending 31 January 2027 and 2028.
We believe these dividend allocations and the updated share buy-back policy
are consistent with the Group's long-term capital management strategy, which
allows the Company to maintain its existing investment strategy whilst also
rewarding shareholders.
Share buy-back policy
We began the year under review with a policy to buy back up to £0.5m worth of
shares at a discount of at least 20.0% to the most recently announced NAV per
share. In June 2024, following the strong share price performance, the Group
agreed to amend its share buy-back policy to reduce the discount to NAV
threshold from 20.0% to 15.0% and allocated up to £1.0m in aggregate for this
purpose. Post year end, in April 2025, the Company announced a new £2.0m
share buy-back policy. At a General Meeting held on 2 June 2025, shareholders
approved the renewal of the Company's general authority to purchase a maximum
of 10.0% of the Company's issued ordinary share capital. Shareholders also
authorised the Company to make such purchases without triggering a mandatory
offer obligation on the Brian Marsh Concert Party, provided that the resultant
shareholding of the Brian Marsh Concert Party does not exceed 42.5%. of the
ordinary shares in issue (excluding any held in treasury).
Secondary Placing
Significant institutional demand for shares in B.P. Marsh was demonstrated
through a two-stage secondary share acquisition, as existing investors
increased their holdings and new investors became shareholders via
transactions facilitated by the sale of shares by PSC UK Pty Limited ("PSC"),
a subsidiary of The Ardonagh Group Limited. On 9 May 2025, 1,936,881 ordinary
shares, representing approximately 5.2% of B.P. Marsh's issued share capital,
were successfully placed with institutional investors at a price of 630p per
share, totalling approximately £12.2m. Following strong residual demand, a
further 1,822,183 shares (approximately 4.9% of issued capital) were sold to a
single institutional investor, Wellington Management Group LLP. B.P. Marsh did
not receive any of the c.£23.7m gross proceeds from the transactions.
At the date of this announcement, PSC has a 9.8% shareholding which is subject
to lock-up provisions. As a result of the secondary placing, B.P. Marsh's
institutional investor base has been diversified with the addition of new,
high quality institutional investors, highlighting the market's continued
confidence in the Company's long-term growth strategy and investment approach.
Disposals
The Group completed two major disposals during the year.
In March 2024, the sale of the Group's stake in Paladin completed, generating
upfront proceeds of £42.1m, followed by a £1.9m working capital adjustment
received in September 2024. A further £9.2m in deferred consideration was
received post year end.
In October 2024, the Group agreed to sell its shareholding in LPR for total
consideration of £21.7m.
Further information on these disposals is included in the Chief Investment
Officer's Statement.
Portfolio
New Investments
During the year, the Group announced it had made four new investments.
In March 2024, the Group acquired a 30.0% Cumulative Preferred Ordinary
shareholding in Devonshire UW Topco Limited ("Devonshire"), a London-based
Underwriting Agency.
In September 2024, the Group acquired a 44.0% shareholding in CEE Specialty
s.r.o. ("CEE"), a Czech Republic-based Underwriting Agency.
In October 2024, the Group subscribed for a 25.5% Cumulative Preferred
Ordinary shareholding in Volt UW Holdco Limited ("Volt"), a London-based
start-up Underwriting Agency.
Finally, in October 2024, the Group acquired a 30.0% Cumulative Preferred
Ordinary shareholding in SRT & Partners Limited ("SRT"), a
start-up UK Retail and London Market broker.
Follow-On Investments
During the year, the Group provided XPT Group LLC ("XPT") with a
further US$13.6m (£10.8m), structured via a purchase of equity and an
additional loan facility.
In May 2024, the Group acquired 7.0% of Pantheon Specialty Group Limited
("Pantheon") for £7.3m from members of Pantheon's management team. Following
this, the Group acquired a further 5.0% shareholding in Pantheon, also from
members of Pantheon's management team, for cash consideration of £12.5m.
These acquisitions raised the Group's total shareholding in Pantheon to 37.0%.
Post Year End activity
Since 31 January 2025, the Group has maintained its momentum in new
investments and other portfolio activity.
In April 2025, the Group announced it had subscribed for an 8.0% shareholding,
via a mixture of Preferred and Ordinary shares, in iO Finance Partners Topco
Limited ("iO Partners"), for £10.0m.
In June 2025, the Group also announced it had subscribed for a 49.0%
shareholding in Amiga Specialty Holdings Limited ("Amiga"). B.P. Marsh is
providing funding of up to £10.0m via a mix of equity and a loan facility, of
which £0.5m was drawn down on completion.
In June 2025, the Group completed the disposal of its investment in Sterling
Insurance Pty Limited ("Sterling"), an Australian Underwriting Agency
specialising in construction sector liability cover. Sterling was acquired by
ATC Insurance Solutions Pty Limited ("ATC"), in which the Group is also a
shareholder. B.P. Marsh's share of the consideration will amount to
approximately AU$ 6.5m (£3.1m) which will be received in shares in the
enlarged ATC Group. Post-transaction, B.P. Marsh's shareholding in the ATC
Group increased to 27.0% .
Outlook
We continue to demonstrate our ability to create long-term value and deliver
strong returns. Deal origination remains active, particularly in the
underwriting and broking sectors, and the new investments made during the year
reflect the Company's proven capability in identifying well-positioned and
compelling opportunities.
The Group remains committed to supporting its portfolio companies, not only
with follow-on capital where appropriate, but also through strategic input
aimed at unlocking further growth. With a robust pipeline of prospective
investments in both the UK and international markets, supported by a strong
cash position, the Group is well placed to act decisively where it sees
exceptional potential.
Whilst we continue to prioritise deploying capital into high-conviction
opportunities, we are also focused on returning surplus liquidity to
shareholders through dividends and share buy-backs when market conditions
permit. This dual approach ensures we capture value creation while rewarding
the trust placed upon us by our long-term investors.
We extend our gratitude to our existing shareholders and welcome our new
shareholders. We would also like to thank our colleagues and portfolio
partners for their steadfast support. Our philosophy of patient capital and
partnership-driven growth remains unchanged, positioning B.P. Marsh for
long-term, sustainable success.
Brian Marsh, OBE
Chairman
10 June 2025
Chief Investment Officer Statement
Portfolio Update and Outlook
I am pleased to report that the Group's performance in its financial year to
31 January 2025 is the strongest since the business floated on the AIM Market
in 2006.
Over the financial year to 31 January 2025, the valuation of the Group's
equity portfolio has increased by 83.5% (year ending 31 January 2024: 35.9%),
adjusting for investments and realisations. NAV over the financial year to 31
January 2025 has increased by 42.4% (year ending 31 January 2024: 35.9%).
These results demonstrate the continued success of our long-term,
partnership-oriented investment approach, whereby the Group collaborates
closely with our management teams, offering strategic and financial support,
aiming for mutually beneficial outcomes without imposing strict exit
timelines.
During the financial year to 31 January 2025, the Group completed two
substantial realisations, being:-
· Paladin Holdings Limited/CBC UK Limited Sold to Specialist Risk Group Limited for consideration of £44.0m (IRR:
47.3%).
· Lilley Plummer Risks Limited Sold to Clear London Markets Limited, for consideration of £21.7m (IRR:
93.4%).
Both these realisations delivered substantial returns to the Company,
exemplifying the Group's ability to identify and invest in businesses with
strong management teams which can deliver considerable returns for all
stakeholders.
These successful realisations, both at a premium to the Group's most recent
valuations, bolstered the Group's free cash position as at 31 January 2025.
Such liquidity has enabled the Group to continue with its strategy of
delivering an increased dividend yield, whilst also deploying cash within the
existing portfolio companies alongside making new investments, with the
continued aim of delivering NAV growth.
Over the financial year to 31 January 2025, the Group completed four new
investments, as follows:-
· Devonshire UW Topco Limited A start-up underwriting agency specialising in global transactional liability
risks.
· CEE Specialty s.r.o An established underwriting agency specialising in marine hull, bonds and
liability insurance, targeting business in Central and Eastern Europe.
· Volt UW Holdco Limited A start-up underwriting agency specialising in energy insurance in both the
renewable and non-renewable sectors.
· SRT & Partners Limited A start-up UK Retail and London Market broker, which acquired two businesses
on completion, being a retail and asset finance business.
Post financial year end, the Group completed a further two new investments, as
follows:-
· iO Finance Partners A buy-and-build opportunity within the alternative finance market, looking to
fill a funding gap for the UK SME market.
· Amiga Specialty Holdings Limited A start-up focused on establishing an international specialty underwriting
agency.
Alongside the deployment of capital for these new investments, the Group has
increased its dividend distribution. The Group paid an interim dividend of
6.78p per share (£2.5m) on 28 February 2025, a special dividend of 8.08p per
share (£3.0m) on 30 May 2025, and is proposing to pay a final dividend of
6.78p per share (£2.5m) on 25 July 2025. Therefore, a total of £8.0m (21.64p
per share) will be paid in the financial year ending 31 January 2026.
Disposals
Paladin Holdings Limited / CBC UK Limited
The sale of Paladin to Specialist Risk Group Limited completed on 22 March
2024.
Upon completion, the Group received £42.1m in cash (net of transaction
costs), which represented a 37.8% uplift on the Group's latest valuation of
the investment as at 31 July 2023. In September 2024, the Group received a
further £1.9m in respect of a working capital adjustment.
In April 2025, the Group received a deferred consideration payment of £9.2m
from the disposal of Paladin, increasing the aggregate cash received to
£53.2m.
The sale represents an Internal Rate of Return of 47.3%.
Subject to performance criteria being satisfied, the Group expects to receive
a final deferred consideration payment in 2026.
Lilley Plummer Risks Limited
The sale of LPR to Clear London Markets Limited completed on 29 October 2024.
Upon completion, the Group received £21.7m (net of transaction costs), which
represented a £4.5m uplift (26.0%) from the £17.1m valuation as at 31 July
2024.
The sale represents an Internal Rate of Return of 93.4% and a money multiple
on equity investment of 70.5x.
Disposal - Post Year End
Sterling Insurance Pty Limited
Post year end, B.P. Marsh completed on the disposal of its indirect equity
interest in Sterling to ATC, an independent Australian Underwriting Agency,
which it had held through a minority holding in Neutral Bay Investments
Limited ("Neutral Bay").
ATC acquired 100% of the issued share capital of Sterling for a total
consideration of AU$33m. B.P. Marsh's share of the consideration, via Neutral
Bay, will amount to approximately AU$6.5m, which B.P. Marsh will receive in
shares in the enlarged ATC Group. B.P. Marsh's shareholding in ATC will
increase to approximately 27.0% as a result of the sale.
New Investments
Devonshire UW Topco Limited
In March 2024, the Group completed its investment in Devonshire, the
London-based underwriting agency specialising in transactional risks,
including Warranty & Indemnity, Specific Tax, and Legal Contingency
Insurance.
Devonshire is backed by Lloyd's capacity with support from a strong panel of
A-rated insurance capacity providers.
Date of initial investment: March 2024
31 January 2025 valuation: £300,000
Cost of Equity: £300,000
Equity stake: 30.0%
Loan Facility: £1,600,000
CEE Specialty s.r.o
In September 2024, the Group completed its investment in CEE, an underwriting
agency based in Prague, with a branch office in Bucharest.
CEE was founded in 2019 and specialises in Marine Hull, Bonds and Liability
Insurance, targeting businesses in Central and Eastern Europe.
CEE provided B.P. Marsh with an excellent opportunity to invest in a business
with a well-established, highly experienced leadership team and strong growth
potential over the coming years.
CEE is continuing its strategy of expanding its current product offering to
new geographic areas, whilst also adding new product lines.
Since investment, CEE has performed well, with the business growing
substantially year on year.
Date of initial investment: September 2024
31 January 2025 valuation: €2,819,852 (£2,350,000)
Cost of Equity: €2,819,852 (£2,354,134)
Equity stake: 44.0%
Loan Facility: €487,860 (£410,000)
Volt UW Holdco Limited
In October 2024, the Group completed its investment in Volt, a London-based
underwriting agency, specialising in energy insurance, focusing specifically
on insuring property risks related to power generation and midstream energy
across both non-renewable and renewable sectors.
Volt has performed well since investment, exceeding its business plan and is
on course to become a best-in-class, client-centric energy underwriting agency
with a strong emphasis on Environmental, Social, and Governance (ESG)
principles.
Volt operates as a Lloyd's coverholder and since investment has expanded its
A-rated capacity from both Lloyd's and non-Lloyd's carriers.
Date of initial investment: October 2024
31 January 2025 valuation: £25.50
Cost of Equity: £25.50
Equity stake: 25.5%
Loan Facility: £2,500,000
SRT & Partners Limited
In October 2024, the Group completed its investment in SRT, a start-up London
Market insurance broker, which at completion acquired two existing businesses,
being a UK retail broker and an asset finance broker.
Since investment, SRT has successfully introduced a cross-selling opportunity
between the two-underlying businesses, as part of its strategy of creating
organic sources of revenue between the retail insurance and asset finance
brokers.
SRT is also in the process of building out their London Market presence, with
the overall aim of SRT being a premier, client-focused broker, offering an
array of diversified products across the insurance and asset finance sector.
Date of initial investment: October 2024
31 January 2025 valuation: £150,000
Cost of Equity: £150,000
Equity stake: 30.0%
Loan Facility: £2,350,000
New Investments - Post Year End
iO Finance Partners Topco Limited
In April 2025, the Group completed its investment in iO Partners, subscribing
for an 8.0% shareholding, via a mix of Preferred and Ordinary shares for
£10.0m.
iO Partners is a buy-and-build opportunity within the alternative finance
market, intending to bring together a diverse group of alternative finance
providers to support and grow the UK economy and SME market. Its strategy is
to fill a funding gap in the UK market. Upon completion, iO Partners acquired
three alternative finance providers.
A co-investor to this transaction is Janus Henderson Group plc ("Janus
Henderson"), investing £10.0m on the same terms as B.P. Marsh. Janus
Henderson is a NYSE listed global active asset manager headquartered in
London. As of 31 December 2024, Janus Henderson had approximately £302.4
billion in assets under management.
B.P. Marsh has a successful track record of investing in the financial
services sector, backing experienced management teams alongside supportive
partners. Whilst iO Partners is not within our primary focus of insurance
distribution investments, B.P. Marsh sees this as an opportunity to invest in
an experienced management team with a strong track record in the sector, that
will deliver long term returns to our shareholders.
Date of initial investment: April 2025
31 January 2025 valuation: N/A
Cost of Equity: £10,000,000
Equity stake: 8.0%
Amiga Specialty Holdings Limited
In June 2025, the Group completed its investment in Amiga, subscribing for a
49.0% shareholding for £49. Amiga is a start-up entity focused on
establishing an international specialty underwriting agency. Amiga aims to
build a diversified portfolio of specialty insurance products across key
global markets, pursuing both organic growth and a strategic mergers and
acquisitions approach.
Amiga is led by its Managing Director, Adam Kembrooke, a seasoned insurance
professional with over 20 years of industry experience. Prior to founding
Amiga, Mr. Kembrooke served as CEO and President of Nexus US, as well as Group
Chief Legal Officer at its parent company, Kentro Capital Limited.
Alongside the equity investment, B.P. Marsh has provided a £10.0m loan
facility to Amiga, of which £0.5m was drawn down at completion.
Date of initial investment: June 2025
31 January 2025 valuation: N/A
Cost of Equity: £49
Equity stake: 49.0%
Loan Facility: £10,000,000
Portfolio Update & Activity
NAV breakdown by portfolio company
The composition of B.P. Marsh's underlying portfolio companies is shown on the
chart below.
Our current insurance investments produced in aggregate over approximately
£1.30bn of insurance premium during 2024 and a breakdown between brokers and
Underwriting Agencies is shown below.
Insurance Brokers
The Group's Broking portfolio placed over £745m of gross written premium in
2024, producing over £60.1m of brokerage income, accessing specialty markets
around the world.
Underwriting Agencies / Managing General Agents
The Group's Underwriting Agencies produced over £561.4m of gross written
premium in 2024, yielding over £58.5m of commission income across many
specialist product areas on behalf of more than 50 insurers.
*ATC's equity investment is reported as the combined initial equity investment
into ATC, MB Prestige Holdings PTY Limited, and Sterling Insurance PTY Limited
Follow-on Investments and Funding
Pantheon Specialty Group Limited - UK
+ 141.4 pence NAV per share change in the Year
Since the Group's original investment in Pantheon in June 2023, when it
subscribed for a 25.0% stake, the business has been a stand out performer in
the portfolio.
Over the financial year to 31 January 2025, the Group made two further equity
investments in Pantheon.
Firstly, the Group acquired a further 7.0% in May 2024, increasing our
shareholding to 32.0%, for cash consideration of £7.3m. Secondly, in October
2024, the Group acquired a further 5.0% shareholding in Pantheon, for cash
consideration of £12.5m, increasing its total shareholding to 37.0%.
Both of these share purchases were from Pantheon's management team, allowing
them to sell a portion of their shareholding, providing them with personal
liquidity, whilst still retaining a significant majority stake in the
business.
Since the Group backed management to establish Pantheon, its performance has
been exceptional, rapidly becoming a leading independent broker in the London
Insurance market. In its current financial year to 31 December 2025, Pantheon
is forecasting to achieve an adjusted EBITDA of c. £18m.
In light of this performance, the Group saw the opportunity to increase its
shareholding in Pantheon as a well-earned partial liquidity event for
Pantheon's management team, whilst also increasing its shareholding in a
rapidly growing company.
Date of initial investment: June 2023
31 January 2025 valuation: £91,500,000
Cost of Equity: £21,800,000
Equity stake: 37.0%
XPT Group LLC - USA
+ 24.1 pence NAV per share change in the Year
The Group's investment in XPT, the specialty lines insurance distribution
company, continues to perform well, with the business producing close to
US$1bn of gross written premium and adjusted EBITDA of US$23.0m in its
financial year to 31 December 2024. This strong growth is set to continue
through 2025 with XPT budgeting to achieve gross written premium of US$1.2bn
and adjusted EBITDA of US$29.0m.
In May 2024, the Group made an additional equity investment of US$1.0m in XPT.
Following this, in November 2024, the Group provided XPT with a further
US$12.6m, structured via a purchase of existing equity and an additional loan
facility. The funding was provided alongside the extension of XPT's current
banking facilities with Apogem Capital LLC, which increased to US$122.0m.
The Group's provision of funding has been structured as follows:-
· An equity share purchase from three members of XPT's senior
management; and
· A new loan facility of US$6.3m which will attract an interest rate
of SOFR plus 4.7% (subject to a minimum of 10.0%).
The Group's new loan facility, combined with additional bank financing, has
enabled XPT to continue to achieve its growth targets through organic
expansion, individual hires, and mergers & acquisitions.
Following these new funding arrangements, XPT's Platinum Specialty
Underwriters programme business acquired Atri Insurance Services ("Atri"), the
US underwriting agency specialising in management and professional liability
insurance. Atri has capacity from highly rated paper, primarily Fair American
Insurance and Reinsurance Company.
The provision of this new funding reflects our continued confidence in XPT's
robust business model and impressive growth trajectory. Since the Group's
initial involvement in 2017, XPT has demonstrated exceptional performance,
driven by strategic acquisitions, talent hires, and solid organic growth.
Date of initial investment: June 2017
31 January 2025 valuation: £59,900,000
Cost of Equity: £18,838,733
Equity stake: 28.98%
IFA Investment
LEBC Holdings Limited - UK
+ 12.1 pence NAV per share change in the Year
In April 2024, LEBC sold 100% of Aspira Corporate Solutions Limited ("Aspira")
to Titan Wealth Holdings Limited, the discretionary fund management/wealth and
asset management business.
Upon completion, B.P. Marsh received repayment in full of its outstanding
loans with LEBC, a total of £3.3m. The upfront consideration also allowed
LEBC to meet its obligations regarding historical defined benefit pension
transfer advice, as agreed with the FCA.
LEBC was due to receive the proceeds of sale over a three year earn-out period
linked to performance. The first payment was received by LEBC on 6 June 2025,
with B.P. Marsh's pro-rata allocation being £5.9m.
All future performance criteria required for deferred consideration payments
to LEBC have been removed.
Date of initial investment: April 2007
31 January 2025 valuation: £9,770,000
Cost of Equity: £13,473,657
Equity stake: 61.86%
Other Portfolio Company Highlights
ATC Insurance Solutions - Australia
+ 31.9 pence NAV per share change in the Year
ATC continues to perform strongly across its many product offerings.
When the Group invested in ATC in 2018, the business produced gross written
premium of c.AU$61m. Over the period of the Group's investment, the business
has grown considerably, and is budgeting to produce gross written premium of
AU$225m in its current year to 30 June 2025.
Since investment, ATC has grown into the largest independent underwriting
agency in Australia and the Group expects this growth trajectory to continue.
In May 2025, ATC completed the acquisition of 100% of Sterling for a total
consideration of AU$33m /£15.7m. Of this amount, AU$6.5m /£3.1m was
attributable to B.P. Marsh. The Group's consideration will be settled through
the issuance of new ATC shares, resulting in an increase in B.P. Marsh's
equity stake in ATC to 27.0%.
Date of initial investment: July 2018
31 January 2025 valuation: £30,650,000
Cost of Equity: £6,476,595
Equity stake: 25.56%
The Fiducia MGA Company Limited ("Fiducia") - UK
+ 4.0 pence NAV per share change in the Year
Fiducia's performance over 2024 was positive, with gross written premium
showing strong year on year growth. The Group expects this growth to continue
throughout 2025.
This positive performance has allowed Fiducia to pay down £750,000 of its
loan outstanding with the Group, demonstrating its ability to grow the
business and generate cash.
Date of initial investment: November 2016
31 January 2025 valuation: £6,460,000
Cost of Equity: £227,909
Equity stake: 35.18%
Stewart Specialty Risk Underwriting Ltd ("SSRU") - Canada
+ 3.3 pence NAV per share change in the Year
Performance of SSRU over 2024 was strong, with its EBITDA having more than
doubled since 2020. SSRU's budget for 2025 shows strong year on year growth,
and the Group is confident that its positive performance since inception will
continue moving forward.
SSRU remains actively engaged in seeking new partnerships, consistently
introducing additional capacity to the Canadian market.
Date of initial investment: January 2017
31 January 2025 valuation: £13,170,000
Cost of Equity: £19
Equity stake: 28.22%
Market Commentary
The Group continues to track key trends in the insurance sector in which we
operate, with a specific focus on premium rates and merger and acquisition
activity.
The softening trend in rates has continued into 2025, with global rates
declining by 3.0% over the first quarter in 2025, which represented the third
consecutive quarter whereby global insurance rates reduced.
The trend of softening rates is principally due to increased insurer
competition, with there being new market entrants, alongside existing carriers
increasing their exposure to hit growth targets.
A substantial proportion of the market now has access to sufficient capacity,
which in turn applies a downward pressure on rates. This is a trend that the
Group expects to continue over the course of 2025, subject to any unforeseen
circumstances.
Global Property, Financial and Professional lines, alongside Cyber, were the
main driver of overall rate decreases, all dropping by 6.0% in the first
quarter of 2025.
Conversely, Global Casualty rates increased by 4% in the first quarter of
2025, against the general trend, with rates having increased by 17% over the
last 12 months. This has been primarily driven by US Casualty rates, which
increased by 8.0% in the first quarter of 2025.
New Business
During the Group's financial year to 31 January 2025, the Group completed four
new investments within the financial services (sub)sector in which it
specialises, particularly in the underwriting and broking sectors.
The Group continues to invest in niche SME sectors, backed by skilled and
knowledgeable management teams, which promotes long-term growth and generates
significant value.
Over the financial year to 31 January 2025, the Group continued to see a high
number of new business opportunities, having received 72 new business
enquiries. This is similar to the 71 new opportunities received in the Group's
previous year to 31 January 2024.
The Group has a strong pipeline of new business opportunities within the
insurance intermediary sector and subject to appropriate terms, the Group
anticipates making additional investments over the course of its financial
year to 31 January 2026.
Given the Group's strong liquidity position and positive track record, the
Group is confident in its ability to continue to source and invest in
opportunities which will create future shareholder value.
Daniel Topping
Chief Investment Officer
10 June 2025
Chief Finance Officer Statement
I am delighted to present my first set of Full Year Results, and to report
that the Group has achieved a record financial performance for the year to 31
January 2025.
Financial performance summary
The table below summarises the Group's financial results and key performance
indicators for the year to 31 January 2025:
Year to/as at Year to/as at
31 January 31 January
2025 2024
Net asset value £326.4m £229.2m
Net asset value per share - undiluted 890.0p 629.0p
Net asset value per share - diluted 847.3p 626.9p
Profit on ordinary activities before tax £104.7m £43.6m
Dividend per share paid 10.72p 5.56p
Total shareholder return (including dividends) £101.2m £41.7m
Total shareholder return on opening shareholders' funds 44.2% 22.0%
Net cash (used by) / from operating activities (net of equity investments, £(4.2)m £(1.2)m
realisations and loans)
Equity cash investment for the year £31.5m £3.4m
Realisations (net of disposal costs) £65.7m £53.1m
Loans issued in the year £11.2m £20.3m
Loans repaid by investee companies in the year £14.7m £2.7m
Cash and treasury funds at end of year £74.1m £40.5m
Borrowing / Gearing £Nil £Nil
The Group had a very strong year, delivering an increase in NAV of £97.2m
(42.4%) to £326.4m (2024: £229.2m), compared with an increase of £39.7m
(20.9%) for the same period in 2024. Including the £4.0m aggregate dividend
paid in March 2024, May 2024 and July 2024, this represented an overall return
of 44.2% for the year (2024: including a £2.0m aggregate dividend, the
overall return was 22.0%.
The NAV of £326.4m at 31 January 2025 represents a total increase in NAV of
£297.2m since the Group was originally formed in 1990 having adjusted for the
original capital investment of £2.5m, the £10.1m net proceeds raised on AIM
in 2006 and the £16.6m of net proceeds raised through the Share Placing and
Open Offer in July 2018. The Group has delivered an annual compound growth
rate of 11.1% in Group NAV after running costs, realisations, losses,
distributions and corporation tax since flotation, and 13.1% since 1990.
Investment performance
The Group's equity portfolio movement during the year was as follows:
31 January 2024 valuation Acquisitions at cost Disposal proceeds Reclassification from equity portfolio to debtor Adjusted 31 January 2024 valuation 31 January 2025 valuation
£165.4m £31.5m £(65.7)m £(9.0)m £122.2m £224.1m
The equity portfolio continued to increase in value, rising by 83.5% to
£224.1m (31 January 2024: £165.4m, an increase of 35.9%) after adjusting for
£65.7m of net realisations and £31.5m of acquisitions in the year, and after
adjusting for a £9.0m reclassification of deferred consideration relating to
the disposal of Paladin from the equity portfolio to a debtor within the
Consolidated Statement of Financial Position.
The Group made two realisations during the year totalling £65.7m, being
£44.0m from the sale of the Group's entire 38.63% investment in Paladin which
completed on 22 March 2024 and £21.7m from the sale of the Group's entire
28.4% investment in LPR, which completed on 29 October 2024.
The Group invested a total of £31.5m in equity in the portfolio during the
year (2024: £3.4m):
· £28.7m into the existing portfolio, including £21.8m in Pantheon,
£5.8m in XPT, £1.1m in LEBC; and
· £2.8m into four new investments, including £2.35m in CEE, £0.3m in
Devonshire, £0.15m in SRT and £26 (nominal value) in Volt.
Operating income
Net gains from investments were £107.5m (2024: £43.7m), a 145.9% increase
over the previous year, of which £90.2m related to the revaluation of the
investment portfolio, and £17.3m in respect of realised gains on disposal of
investments during the year to 31 January 2025 (2024: £43.7m related to
revaluation of the investment portfolio). The Paladin and LPR sales resulted
in an aggregate realised gain on disposal of £62.7m, which has been reflected
within a movement from the fair value reserve to retained earnings within the
Consolidated Statement of Financial Position.
Despite the Group making two significant realisations in the year to 31
January 2025, income from the portfolio increased by £0.3m, or 4.1% to £7.8m
(2024: £7.5m). Dividend income was £0.4m higher due to strong investment
portfolio performance, whilst loan interest increased by £0.5m, despite a net
reduction in total loans outstanding over the year, due to higher interest
rates charged resulting from Bank of England base rate increases. The increase
to loan interest and dividend income over the year was offset by a reduction
in fee income of £0.6m due to a lower amount of one-off transaction and loan
arrangement fees charged in 2025 compared to 2024, as well as a general
reduction in fees charged due to the realisations made over the year.
Operating expenses
Operating expenses increased by £5.8m, or 74%, during the year to £13.7m
(2024: £7.9m). A significant proportion of the increase in operating expenses
related to increased staff costs of £4.8m, of which £3.8m related to one-off
bonuses awarded to employees in line with the Group's financial performance
and successful realisations made, and £1.0m related to termination payments
made to departing employees upon loss of office. The remaining £1.0m increase
related to general cost inflation, professional fees incurred for new and
follow-on investment activity and expenses relating to the implementation of
the Group's Share Option Scheme.
Profit on ordinary activities
The consolidated profit on ordinary activities before taxation for the year
was £104.7m which represented an increase of £61.1m, or 140%, over the
£43.6m reported in 2024 (2024: up £16.0m, or 58%, to £43.6m). The
consolidated profit on ordinary activities after taxation increased by
£57.0m, or 134% to £99.5m (2024: up £18.7m, or 78.6%, to £42.5m).
The Group's strategy is to cover its expenses from the portfolio yield. On an
underlying basis, including treasury returns and realised gains in cash, but
excluding unrealised investment activity (unrealised gains on equity, movement
in the provision for deferred consideration on equity portfolio disposals and
provision against loans receivable from investee companies), this was achieved
with a pre-tax profit of £9.0m for the year (2024: £0.1m).
Liquidity and Loan Portfolio
In addition to contributing equity to its investment portfolio, the Group
frequently extends loan financing, either as part of the initial investment
structure or as subsequent funding to support further growth. This additional
financing may be used for acquisitions, working capital, recruitment or
product development.
The Group's loan portfolio balance decreased by £3.3m during the year to
£25.6m as at 31 January 2025 (31 January 2024: £28.9m). The key movements
were:
· £5.8m was provided to the existing investment portfolio, including
£5.0m to XPT, £0.7m to Dempsey Group Limited and £0.1m to Verve Risk
Services Limited.
· £5.4m was provided to the new investments made by the Group during
the year, including £2.3m to SRT, £1.5m to Devonshire, £1.2m to Volt and
£0.4m provided to the management of CEE as part of the investment
transaction.
· £12.7m of loans were repaid during the year, including £5.9m from
Paladin, £3.3m from LEBC, £2.5m from Pantheon, £0.5m from Fiducia and
£0.4m from Brown & Brown (Europe) Holdco Limited.
· In addition to the £2.5m repaid by Pantheon during the year, the
remaining loan balance outstanding of £2.0m was reclassified as further
equity cost invested, reducing the loan balance owed by Pantheon to £Nil at
the year end.
· A £0.2m increase due to foreign exchange movements offset by a
£0.1m reduction resulting from loan impairments.
During the year the Group paid dividends totalling £4.0m and bought back
£0.8m in shares.
At 31 January 2025, the Group had total available cash and treasury funds of
£74.1m (31 January 2024: £40.5m).
Since 31 January 2025, the Group has provided £1.3m in further loans to its
existing portfolio in respect of further drawdowns from agreed loan
facilities, with £1.0m provided to Pantheon and £0.3m to Volt. The Group
also received £0.1m in loan repayments from Fiducia. The loan portfolio
balance is currently £26.9m.
The Group has also made two new equity investments. In April 2025, the Group
invested £10.0m into iO Partners via a mixture of preferred and ordinary
equity. This was followed by an investment made in June 2025 into Amiga for a
nominal equity of £49, alongside an initial £0.5m loan drawdown, from its
agreed £10.0m facility.
Other significant cash movements include the receipt of £9.2m in further
consideration from the sale of the Group's investment in Paladin, which
completed in March 2024. This represents the first tranche of deferred
consideration that is expected in relation to the sale.
In addition, £5.5m has been distributed in dividends since the year end. The
Group's current cash and treasury balance is £65.2m. Treasury funds are all
in one month or less deposit accounts.
The Group is debt free.
Undiluted / Diluted NAV per share
The NAV per share at 31 January 2025 is 890.0p (2024: 629.0p). Previously,
1,461,302 shares (which includes unallocated shares now owned by the Employee
Benefit Trust which were forfeited by departing employees) being held within
an Employee Benefit Trust as part of a long-term share incentive plan for
certain directors and employees of the Group were excluded as they did not
have voting or dividend rights. However, in October 2023 voting and dividend
rights were granted for the 1,206,888 allocated shares which resulted in them
being included in the undiluted NAV per share calculation. During the year
681,648 of these allocated shares were sold, leaving 525,240 allocated shares
within the Employee Benefit Trust. During the year, the Group received £2.1m
of loan debt owed by the Trust in relation to the original transfer of shares
which is reflected within the Group's NAV of £326.4m as at 31 January 2025.
The remaining 525,240 allocated shares are included in the undiluted NAV per
share calculation, alongside £1.5m of loan debt, which remains repayable by
the Trust in relation to the original transfer of shares. This debt cannot
currently be consolidated within the accounts but will be repaid if the shares
are sold.
The diluted NAV per share at 31 January 2025 is 847.3p (31 January 2024:
626.9p). This includes the full 761,499 shares remaining within the Employee
Benefit Trust and also includes £2.0m of loan repayable if the shares,
including the 236,259 shares that are currently unallocated, were sold.
The diluted NAV per share calculation also includes the 1,682,500 options over
ordinary shares granted to certain Directors and employees of the Group in
November 2023, which became dilutive at 31 July 2024, as the performance
criteria for NAV growth had been met.
Francesca Chappell
Chief Finance Officer
10 June 2025
Forward-looking statements:
Certain statements in this announcement are forward-looking statements. In
some cases, these forward looking statements can be identified by the use of
forward looking terminology including the terms "anticipate", "believe",
"intend", "estimate", "expect", "may", "will", "seek", "continue", "aim",
"target", "projected", "plan", "goal", "achieve" and words of similar meaning
or in each case, their negative, or other variations or comparable
terminology. Forward-looking statements are based on current expectations and
assumptions and are subject to a number of known and unknown risks,
uncertainties and other important factors that could cause results or events
to differ materially from what is expressed or implied by those statements.
Many factors may cause actual results, performance or achievements of B.P.
Marsh to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Important
factors that could cause actual results, performance or achievements of B.P.
Marsh to differ materially from the expectations of B.P. Marsh, include, among
other things, general business and economic conditions globally, industry
trends, competition, changes in government and changes in regulation and
policy, changes in its business strategy, political and economic uncertainty
and other factors. As such, undue reliance should not be placed on
forward-looking statements. Any forward-looking statement is based on
information available to B.P. Marsh as of the date of the statement. All
written or oral forward-looking statements attributable to B.P. Marsh are
qualified by this caution. Other than in accordance with legal and regulatory
obligations, B.P. Marsh undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events or otherwise. Nothing in this announcement should be regarded as a
profit forecast.
Investments
As at 31 January 2025 the Group's equity interests were as follows:
Ag Guard PTY Limited
(www.agguard.com.au (http://www.agguard.com.au/) )
Ag Guard is a Managing General Agency, which provides insurance to the
agricultural sector, based in Sydney, Australia. The Group holds its
investment through Ag Guard's Parent Company, Agri Services Company PTY
Limited.
Date of investment: July 2019
Equity stake: 41.0%
31 January 2025 valuation: £2,720,000
Ai Marine Risk Limited
(www.aimarinerisk.com (http://www.aimarinerisk.com) )
Ai Marine is a start-up MGA with a focus on marine hull insurance and with a
strong focus on the UK & Europe, Middle East and Asia Pacific regions.
Date of investment: December 2023
Equity stake: 30.0%
31 January 2025 valuation: £30,000
Asia Reinsurance Brokers (Pte) Limited
(www.arbrokers.asia (http://www.arbrokers.asia) )
ARB is an independent specialist reinsurance and insurance risk solutions
provider headquartered in Singapore.
Date of investment: April 2016
Equity stake: 25.0%
31 January 2025 valuation: £1,100,000
ATC Insurance Solutions PTY Limited
(www.atcis.com.au (http://www.atcis.com.au) )
ATC is a Managing General Agency and Lloyd's Coverholder, specialising in
accident & health, construction & engineering, trade pack, motor and
sports insurance headquartered in Melbourne, Australia.
Date of investment: July 2018
Equity stake: 25.6%
31 January 2025 valuation: £30,650,000
CEE Specialty s.r.o.
(https://cee-specialty.eu/index.php/cs/
(https://cee-specialty.eu/index.php/cs/) )
CEE Specialty is a Managing General Agency based in Prague, Czech Republic
specialising in Marine Hull, Bonds and Liability Insurance.
Date of investment: September 2024
Equity stake: 44%
31 January 2025 valuation: £2,350,000
Criterion Underwriting (Pte) Limited
Criterion was established to provide specialist insurance products to a
variety of clients in the cyber, financial lines and marine sectors in Far
East Asia, based in Singapore.
Date of investment: July 2018
Equity stake: 29.4%
31 January 2025 valuation: £0
Devonshire UW Limited
(www.devonshire-underwriting.co.uk (http://www.devonshire-underwriting.co.uk)
)
Devonshire is a London based Managing General Agency, specialising in
transactional risks encompassing Warranty and Indemnity, Specific Tax, and
Legal Contingency Insurance.
Date of investment: March 2024
Equity stake: 30%
31 January 2025 valuation: £300,000
The Fiducia MGA Company Limited
(www.fiduciamga.co.uk (http://www.fiduciamga.co.uk) )
Fiducia is a UK marine cargo Underwriting Agency and Lloyd's Coverholder which
specialises in the provision of insurance solutions across a number of marine
risks including, cargo, transit liability, engineering and terrorism
Insurance.
Date of investment: November 2016
Equity stake: 35.2%
31 January 2025 valuation: £6,460,000
LEBC Holdings Limited
(www.lebc-group.com (http://www.lebc-group.com) )
LEBC is an Independent Financial Advisory company providing services to
individuals, corporates and partnerships, principally in employee benefits,
investment and life product areas.
Date of investment: April 2007
Equity stake: 59.3%
31 January 2025 valuation: £9,770,000
New Denison Limited
Date of investment: June 2023
Equity stake: 40%
31 January 2025 valuation: £0
Pantheon Specialty Group Limited
(www.pantheonspecialty.com (http://www.pantheonspecialty.com) )
Pantheon is a holding company established in partnership with Robert Dowman.
Pantheon acquired 100% of the share capital of the Lloyd's broker Denison and
Partners Limited. With the support of B.P Marsh, Robert Dowman is looking to
build a market leading independent specialist broker, across multiple markets.
Date of investment: June 2023
Equity stake: 25.0%
31 January 2025 valuation: £91,500,000
Sage Program Underwriters, Inc.
(www.sageuw.com (http://www.sageuw.com) )
Sage provides specialist insurance products to niche industries, initially in
the inland delivery and field sport sectors based in Bend, Oregon.
Date of investment: June 2020
Equity stake: 30.0%
31 January 2025 valuation: £2,170,000
SRT & Partners Limited
SRT & Partners is a start up UK Retail and London Market broker.
Headquartered in London, it funishes its clients and partners with access to
the special Broking and Underwriting services they require.
Date of investment: October 2024
Equity stake:30.0%
31 January 2025 valuation: £150,000
Stewart Specialty Risk Underwriting Ltd
(www.ssru.ca (http://www.ssru.ca) )
SSRU is a Managing General Agency, providing insurance solutions to a wide
array of clients in the construction, manufacturing, onshore energy, public
entity and transportation sectors based in Toronto, Canada.
Date of investment: January 2017
Equity stake: 28.2%
31 January 2025 valuation: £13,170,000
Sterling Insurance PTY Limited
(www.sterlinginsurance.com.au (http://www.sterlinginsurance.com.au/) )
Sterling is a specialist Underwriting Agency offering a range of insurance
solutions within the Liability sector, specialising in niche markets including
mining, construction and demolition based in Sydney Australia. The Group holds
its investment in Sterling via a joint venture with Besso Insurance Group
Limited, Neutral Bay Investments Limited.
Date of investment: June 2013
Equity stake: 19.7%
31 January 2025 valuation: £3,200,000
Verve Risk Services Limited
(www.ververisk.com (http://www.ververisk.com) )
Verve is a London based Managing General Agency specialising in Professional
and Management Liability for the insurance industry. Verve operates in the
USA, Canada, Bermuda, Cayman Islands and Barbados.
Date of investment: April 2023
Equity stake: 35.0%
31 January 2025 valuation: £625,000
Volt UW Limited
(www.volt-uw.com (http://www.volt-uw.com) )
Volt is a London based Managing General Agency, specialising in energy
insurance with a clear focus on insuring property risks associated with power
generation and midstream energy in both the non-renewable and renewable
sector.
Date of investment: October 2024
Equity stake: 25.5%
31 January 2025 valuation: £25.50
XPT Group LLC
(www.xptspecialty.com (http://www.xptspecialty.com) )
XPT is a wholesale insurance broking and Underwriting Agency platform across
the U.S. Specialty Insurance Sector operating from many locations in the
United States of America.
Date of investment: June 2017
Equity stake: 29.0%
31 January 2025 valuation: £59,900,000
These investments have been valued in accordance with the accounting policies
on Investments set out in note 1 of the Consolidated Financial Statements.
Consolidated Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31ST JANUARY 2025
Notes 2025 2024
£'000 £'000 £'000 £'000
GAINS ON INVESTMENTS 1
Realised gains / (losses) on disposal of equity investments (net of costs) 14 17,292 (37)
Net provision (made) / released against equity investments and loans 16 (36) 24
Unrealised gains on equity investment revaluation
12 90,207 43,711
107,463 43,698
INCOME
Dividends 1,25 3,910 3,504
Income from loans and receivables 1,25 2,342 1,861
Fees receivable 1,25 1,524 2,103
7,776 7,468
OPERATING INCOME 2 115,239 51,166
Operating expenses (13,672) (7,881)
2 (13,672) (7,881)
OPERATING PROFIT 101,567 43,285
Financial income 2,4 3,184 721
Financial expenses 2,3 (137) (55)
Exchange movements 2,8 79 (333)
3,126 333
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 8 104,693 43,618
Income taxes 9 (5,194) (1,089)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS
20 £99,499 £42,529
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 20
£99,499 £42,529
269.5p
Earnings per share - basic (pence) 10 114.7p
Earnings per share - diluted (pence) 10 256.2p 114.0p
The result for the year is wholly attributable to continuing activities.
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF FINANCIAL POSITION
31ST JANUARY 2025
(Company Number: 05674962)
Group Company
Notes 2025 2024 2025 2024
£'000 £'000 £'000 £'000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 11 84 65 - -
Right-of-use asset 21 342 507 - -
Investments - equity portfolio 12 224,095 115,833 290,359 190,860
Investments - subsidiaries 12 - - 36,123 38,383
Loans and receivables 15 22,623 16,197 1,979 2,948
247,144 132,602 328,461 232,191
CURRENT ASSETS
Investments - assets held for sale 12 - 49,549 - -
Investments - treasury portfolio 13 - 78 - -
Trade and other receivables 16 19,603 15,633 - 1,157
Cash and cash equivalents 13 74,137 40,435 7 7
TOTAL CURRENT ASSETS 93,740 105,695 7 1,164
TOTAL ASSETS 340,884 238,297 328,468 233,355
LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities 21 (218) (416) - -
Deferred tax liabilities 17 (11,847) (6,687) - -
TOTAL NON-CURRENT LIABILITIES (12,065) (7,103) - -
CURRENT LIABILITIES
Trade and other payables (2,215) (1,843) - -
Lease liabilities 21 (194) (180) - -
TOTAL CURRENT LIABILITIES 18 (2,409) (2,023) - -
TOTAL LIABILITIES (14,474) (9,126) - -
NET ASSETS £326,410 £229,171 £328,468 £233,355
CAPITAL AND RESERVES - EQUITY
Called up share capital 19,20 3,710 3,729 3,710 3,729
Share premium account 20 29,356 29,345 29,356 29,345
Fair value reserve 20 135,132 112,768 288,216 188,717
Reverse acquisition reserve 20 393 393 - -
Capital redemption reserve 20 44 25 44 25
Capital contribution reserve 20 72 72 - -
Retained earnings 20 157,703 82,839 7,142 11,539
SHAREHOLDERS' FUNDS - EQUITY
20 £326,410 £229,171 £328,468 £233,355
Net asset value per share - undiluted (pence) 10 890.0p 629.0p 891.6p 627.1p
Net asset value per share - diluted (pence) 10 847.3p 626.9p 847.5p 627.1p
The Financial Statements were approved by the Board of Directors and
authorised for issue on 9th June 2025
and signed on its behalf by:
B.P. Marsh & F.L. Chappell
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31ST JANUARY 2025
Notes 2025 2024
£'000 £'000
Cash from operating activities
Income from loans to investee companies 2,342 1,861
Dividends 3,910 3,504
Fees received 1,524 2,103
Operating expenses (13,672) (7,881)
Net corporation tax payable 9 (34) (33)
Purchase of equity investments 12 (31,501) (3,364)
Net proceeds from sale of equity investments 12,14 65,738 53,117
Net loan repayments from / (payments to) investee companies 3,466 (17,630)
Adjustment for non-cash share incentive and share option plans
413 186
Exchange movement (118) (53)
Decrease / (increase) in receivables 838 (1,052)
Increase in payables 381 13
Depreciation and amortisation 11,21 200 191
Net cash from operating activities
33,487 30,962
Net cash from investing activities
Purchase of property, plant and equipment 11 (54) (13)
Purchase of treasury investments net of cash and cash equivalents
- -
Net proceeds from the sale of treasury investments 79 1,130
Net cash from investing activities
25 1,117
Net cash from / (used by) financing activities
Financial income 4 3,184 87
Financial expenses 3 (137) (39)
Net decrease in lease liabilities 21 (184) (175)
Dividends paid 7 (3,964) (2,028)
Payments made to repurchase company shares 10 (835) (1,053)
Cash received in respect of JSOP shares sold 10,24 2,126 -
Net cash from / (used by) financing activities
190 (3,208)
Change in cash and cash equivalents 33,702 28,871
Cash and cash equivalents at beginning of the year
40,435 11,564
13
Cash and cash equivalents at end of year £74,137 £40,435
( )
All differences between the amounts stated in the Consolidated Statement of
Cash Flows and the Consolidated Statement of Comprehensive Income are
attributed to non-cash movements.
PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31ST JANUARY 2025
Notes 2025 2024
£'000 £'000
Cash from operating activities
Dividends received from subsidiary undertakings - 10,003
Net cash from operating activities - 10,003
Net cash used by financing activities
Decrease / (increase) in amounts owed by group undertakings
2,260 (7,109)
Adjustment relating to non-cash items 413 186
Dividends paid 7 (3,964) (2,028)
Payments made to repurchase company shares 10 (835) (1,053)
Cash received in respect of JSOP shares sold 24 2,126 -
Net cash used by financing activities - (10,004)
Change in cash and cash equivalents - (1)
Cash and cash equivalents at beginning of the year 7 8
Cash and cash equivalents at end of year £ 7 £ 7
( )
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST JANUARY 2025
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Opening total equity 229,171 189,537 233,355 193,721
Comprehensive income for the year 99,499 42,529 99,499 42,529
Dividends paid (3,964) (2,028) (3,964) (2,028)
Repurchase of company shares (835) (1,053) (835) (1,053)
Share incentive and share option plan 413 186 413 186
Amounts received from the Employee Benefit Trust on the sale of shares held 2,126 - - -
under joint ownership
TOTAL EQUITY £326,410 £229,171 £328,468 £233,355
Refer to Note 20 for detailed analysis of the changes in the components of
equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST JANUARY 2025
1. ACCOUNTING POLICIES
B.P. Marsh & Partners Plc is a public limited company incorporated in
England and Wales under the Companies Act 2006 and domiciled in the United
Kingdom. The address of the Company's registered office is 5th Floor, 4
Matthew Parker Street, London SW1H 9NP. The consolidated financial statements
for the year ended 31st January 2025 comprise the financial statements of the
Parent Company and its consolidated subsidiaries (collectively "the Group").
Basis of preparation of financial statements
These consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards, and in accordance with the
Companies Act 2006.
The consolidated financial statements are presented in sterling, the
functional currency of the Group, rounded to the nearest thousand pounds
(£'000) except where otherwise indicated.
The preparation of financial statements in conformity with UK-adopted
international accounting standards requires management to make judgments,
estimates and assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and various other
factors that are believed to be reasonable in the circumstances, the results
of which form the basis of judgements about the carrying amounts of assets and
liabilities. Actual results may differ from those amounts.
In the process of applying the Group's accounting policies, management has
made the following judgments, which have the most significant effect on the
amounts recognised in the financial statements:
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10:
Consolidated Financial Statements ("IFRS 10") are required to account for
their investments in controlled entities, as well as investments in associates
at fair value through profit or loss. Subsidiaries that provide investment
related services or engage in permitted investment related activities with
investees that relate to the parent investment entity's investment activities
continue to be consolidated in the Group results. The criteria which define an
investment entity are currently as follows:
a) an entity that obtains funds from one or more investors for the purpose
of providing those investors with investment services;
b) an entity that commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income
or both; and
c) an entity that measures and evaluates the performance of substantially
all of its investments on a fair value basis.
The Group's annual and interim consolidated financial statements clearly state
its objective of investing directly into portfolio investments and providing
investment management services to investors for the purpose of generating
returns in the form of investment income and capital appreciation. The Group
has always reported its investment in portfolio investments at fair value. It
also produces reports for investors of the funds it manages and its internal
management report on a fair value basis. The exit strategy for all investments
held by the Group is assessed, initially, at the time of the first investment
and this is documented in the investment paper submitted to the Board for
approval.
The Board has also concluded that the Company meets the additional
characteristics of an investment entity, in that it has more than one
investment; the investments are predominantly in the form of equities and
similar securities; it has more than one investor and its investors are not
related parties. The Board has concluded that B.P. Marsh & Partners Plc
and its three trading subsidiaries, B.P. Marsh & Company Limited, B.P.
Marsh (North America) Limited and B.P. Marsh Europe Limited, which provide
investment related services on behalf of B.P. Marsh & Partners Plc, all
meet the definition of an investment entity. These conclusions will be
reassessed on an annual basis for changes to any of these criteria or
characteristics.
Application and significant judgments
When it is established that a parent company is an investment entity, its
subsidiaries are measured at fair value through profit or loss. However, if an
investment entity has subsidiaries that provide services that relate to the
investment entity's investment activities, the exception to the Amendment of
IFRS 10 is not applicable as in this case, the parent investment entity still
consolidates the results of its subsidiaries. Therefore, the results of B.P.
Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh
Europe Limited are consolidated into its Group financial statements for the
year.
The most significant estimates relate to the fair valuation of the equity
investment portfolio as detailed in Note 12 to the Financial Statements. The
valuation methodology for the investment portfolio is detailed below. The
estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements.
New Accounting Standards
There are no new standards that have been issued, but are not yet effective
for the year ended 31st January 2025, which might have a material impact on
the Group's financial statements in future periods.
Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control, as defined by IFRS
10, is achieved when the Group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the Group controls
an investee if and only if the Group has:
a) power over the investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee);
b) exposure, or rights, to variable returns from its involvement with the
investee; and
c) the ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in
assessing whether it has power over an investee, including:
a) rights arising from other contractual arrangements; and
b) the Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the elements
of control.
B.P. Marsh & Partners Plc ("the Company"), an investment entity, has three
subsidiary investment entities, B.P. Marsh & Company Limited, B.P. Marsh
(North America) Limited and B.P. Marsh Europe Limited, that provide services
that relate to the Company's investment activities. The results of these three
subsidiaries, together with other subsidiaries (except for LEBC Holdings
Limited ("LEBC")), are consolidated into the Group consolidated financial
statements. The Group has taken advantage of the Amendment to IFRS 10 not to
consolidate the results of LEBC. Instead, the investment in LEBC is valued at
fair value through profit or loss.
(ii) Associates
Associates are those entities in which the Group has significant influence,
but not control, over the financial and operating policies. Investments that
are held as part of the Group's investment portfolio are carried in the
Consolidated Statement of Financial Position at fair value even though the
Group may have significant influence over those companies.
Business combinations
The results of subsidiary undertakings are included in the consolidated
financial statements from the date that control commences until the date that
control ceases. Control exists where the Group has the power to govern the
financial and operating policies of the entity so as to obtain benefits from
its activities. Accounting policies of the subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
All business combinations are accounted for by using the acquisition
accounting method. This involves recognising identifiable assets and
liabilities of the acquired business at fair value. Goodwill represents the
excess of the fair value of the purchase consideration for the interests in
subsidiary undertakings over the fair value to the Group of the net assets and
any contingent liabilities acquired. The one exception to the use of the
acquisition accounting method was in 2006 when B.P. Marsh & Partners Plc
became the legal parent company of B.P. Marsh & Company Limited in a share
for share exchange transaction. This was accounted for as a reverse
acquisition, such that no goodwill arose, and a merger reserve was created
reflecting the difference between the book value of the shares issued by B.P.
Marsh & Partners Plc as consideration for the acquisition of the share
capital of B.P. Marsh & Company Limited. This compliance with IFRS 3:
Business Combinations ("IFRS 3") also represented a departure from the
Companies Act.
Intra-group balances and any unrealised gains and losses or income and
expenses arising from intra-group transactions are eliminated in preparing the
consolidated financial statements.
Associates are those entities in which the Group has significant influence,
but not control, over the financial and operating policies. Investments that
are held as part of the Group's investment portfolio are carried in the
Consolidated Statement of Financial Position at fair value even though the
Group may have significant influence over those companies. This treatment is
permitted by IAS 28: Investment in Associates ("IAS 28"), which requires
investments held by venture capital organisations to be excluded from its
scope where those investments are designated, upon initial recognition, as at
fair value through profit or loss and accounted for in accordance with IAS 39:
Financial Instruments ("IAS 39"), with changes in fair value recognised in the
profit or loss in the period of the change. The Group has no interests in
associates through which it carries on its business.
No Statement of Comprehensive Income is prepared for the Company, as permitted
by Section 408 of the Companies Act 2006. The Company made a profit for the
year of £99,498,802, prior to a dividend distribution of £3,963,981 (2024:
profit of £42,529,132 prior to a dividend distribution of £2,028,206).
Employee services settled in equity instruments
The Group has entered into a joint share ownership plan ("JSOP") with certain
employees and directors.
On 12th June 2021 (the "vesting date") the performance criteria was met for
1,206,888 of 1,461,302 shares held under joint share ownership arrangements
within the Employee Benefit Trust, after which the members of the scheme
became joint beneficial owners of the shares and became entitled to any gain
on sale of the shares in excess of 312.6 pence per share.
On 26th October 2023 following the removal of a dividend waiver and block on
voting rights on the 1,206,888 allocated ordinary shares held by the Employee
Benefit Trust, these ordinary shares became eligible for dividend and voting
rights and therefore became fully dilutive for the Group.
236,259 ordinary shares held within the Employee Benefit Trust are unallocated
and do not have voting or dividend rights. The Employee Benefit Trust remains
the owner of these unallocated shares, however if these shares are sold from
the Employee Benefit Trust in the future they would then, post-sale, have
voting and dividend rights attached, such that they would become fully
dilutive for the Group.
Provided that the shares are eventually sold from the Employee Benefit Trust
for at least 284.5 pence per share on average, the Group would be entitled to
receive £4,106,259 in total.
The Group has established an HMRC approved Share Incentive Plan ("SIP").
Ordinary shares in the Company, previously repurchased and held in Treasury by
the Company, have been transferred to The B.P. Marsh SIP Trust ("the SIP
Trust"), an employee share trust, in order to be issued to eligible employees.
Under the rules of the SIP, eligible employees can each be granted up to
£3,600 worth of ordinary shares ("Free Shares") by the SIP Trust in each tax
year. The number of shares granted is dependent on the share price at the date
of grant. In addition, all eligible employees have been invited to take up the
opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership
Shares") in each tax year and for every Partnership Share that an employee
acquires, the SIP Trust will offer two ordinary shares in the Company
("Matching Shares") up to a total of £3,600 worth of shares. The Free and
Matching Shares are subject to a one year forfeiture period, however the
awards are not subject to any vesting conditions, hence the related expenses
are recognised when the awards are made and are apportioned over the
forfeiture period.
The fair value of the services received is measured by reference to the listed
share price of the Parent Company's shares listed on the AIM on the date of
award of the free and matching shares to the employee.
The Group has also established a Share Option Plan ("SOP") for certain
employees and directors. Share Options ("Options") over 1,682,500 ordinary
shares of 10p each in the Company, in aggregate, have been granted. 3,470
Options of the total 1,685,970 available for allocation are unallocated.
Each of the Options will vest, on a ratchet basis, subject to certain Net
Asset Value growth targets being achieved for the three consecutive financial
years ending 31st January 2024, 31st January 2025 and 31st January 2026 (the
"Performance Period"). The first exercise date is 6th September 2026 whereby
50% of vested Options will be exercisable at 10p per share, with the remaining
50% exercisable at 10p per share from 6th September 2027.
The number of Options which vest will vary depending on the level of Net Asset
Value growth achieved, subject to the growth performance criteria as set out
below, alongside the percentage of Options that will vest at each value:
Compounded annual growth of Net Asset Value over the Performance Period % vesting of Options
Less than 8.5% 0%
Between 8.5% and less than 9.25% 25%
Between 9.25% and less than 10% 50%
10% or above 100%
For these purposes, Net Asset Value is defined as "audited Total Assets less
Total Liabilities for the consolidated Group plus any dividends or other form
of shareholder return that are paid in the relevant Financial Year".
Therefore, for all Options to vest, the Net Asset Value (as defined above)
would need to exceed £252.2m, adjusted for any shareholder distributions.
Investments - equity portfolio
All equity portfolio investments are designated as "fair value through profit
or loss" assets and are initially recognised at the fair value of the
consideration. They are measured at subsequent reporting dates at fair value.
The Board conducts the valuations of equity portfolio investments. In valuing
equity portfolio investments, the Board applies guidelines issued by the
International Private Equity and Venture Capital Valuation Committee ("IPEVCV
Guidelines"). The following valuation methodologies have been used in reaching
the fair value of equity portfolio investments, some of which are in early
stage companies:
a) at cost, unless there has been a significant round of new equity
finance in which case the investment is valued at the price paid by an
independent third party. Where subsequent events or changes to circumstances
indicate that an impairment may have occurred, the carrying value is reduced
to reflect the estimated extent of impairment;
b) by reference to underlying funds under management;
c) by applying appropriate multiples to the earnings and revenues and/or
premiums of the investee company; or
d) by reference to expected future cash flow from the investment where a
realisation or flotation is imminent.
Both realised and unrealised gains and losses arising from changes in fair
value are taken to the Consolidated Statement of Comprehensive Income for the
year. In the Consolidated Statement of Financial Position the unrealised gains
and losses arising from changes in fair value are shown within a "fair value
reserve" separate from retained earnings. Transaction costs on acquisition or
disposal of equity portfolio investments are expensed in the Consolidated
Statement of Comprehensive Income.
Equity portfolio investments are treated as 'Non-current Assets' within the
Consolidated Statement of Financial Position unless the directors have
committed to a plan to sell the investment and an active programme to locate a
buyer and complete the plan has been initiated. Where such a commitment
exists, and if the carrying amount of the equity portfolio investment will be
recovered principally through a sale transaction rather than through
continuing use, the investment is classified as an 'Investments - Assets held
for sale' under 'Current Assets' within the Consolidated Statement of
Financial Position.
Income from equity portfolio investments
Income from equity portfolio investments comprises:
a) gross interest from loans, which is taken to the Consolidated
Statement of Comprehensive Income on an accruals basis;
b) dividends from equity investments are recognised in the Consolidated
Statement of Comprehensive Income when the shareholders rights to receive
payment have been established; and
c) advisory fees from management services provided to investee
companies, which are recognised on an accruals basis in accordance with the
substance of the relevant investment advisory agreement.
Investments - treasury portfolio
All treasury portfolio investments are designated as "fair value through
profit or loss" assets and are initially recognised at the fair value of the
consideration. They are measured at subsequent reporting dates at fair market
value as determined from the valuation reports provided by the fund investment
manager. Where appropriate, these investments are included within "cash and
cash equivalents".
Both realised and unrealised gains and losses arising from changes in fair
market value are taken to the Consolidated Statement of Comprehensive Income
for the period. In the Consolidated Statement of Financial Position the
unrealised gains and losses arising from changes in fair value are shown
within the retained earnings as these investments are deemed as being easily
convertible into cash. Costs associated with the management of these
investments are expensed in the Consolidated Statement of Comprehensive
Income.
Income from treasury portfolio investments
Income from treasury portfolio investments comprises of dividends receivable
which are either directly reinvested into the funds or received as cash.
Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation.
Depreciation is provided at rates calculated to write off the property, plant
and equipment cost less their estimated residual value, over their expected
useful lives on the following bases:
Furniture & equipment - 5 years
Leasehold fixtures and fittings and other costs - over the life
of the lease
Right-of-use asset
IFRS 16 requires lessees to recognise a lease liability, representing the
present value of the obligation to make lease payments, and a related right of
use ("ROU") asset. The lease liability is calculated based on expected future
lease payments, discounted using the relevant incremental borrowing rate. An
incremental borrowing rate of 5% was used to discount the future lease
payments when measuring the lease liability on adoption of IFRS 16.
The ROU asset is recognised at cost less accumulated depreciation and
impairment losses, with depreciation charged on a straight-line basis over the
life of the lease. In determining the value of the ROU asset and lease
liabilities, the Group considers whether any leases contain lease extensions
or termination options that the Group is reasonably certain to exercise.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies at the
reporting period end are translated at the exchange rate ruling at the
reporting period end.
Transactions in foreign currencies are translated into sterling at the foreign
exchange rate ruling at the date of the transaction.
Exchange gains and losses are recognised in the Consolidated Statement of
Comprehensive Income.
Income taxes
The tax credit or expense represents the sum of the tax currently recoverable
or payable and any deferred tax. The tax currently recoverable or payable is
based on the estimated taxable profit for the year. Taxable profit differs
from net profit as reported in the Consolidated Statement of Comprehensive
Income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group's receivable or liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the date of the Consolidated Statement of Financial Position.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and of liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and it is accounted for using the liability method. Deferred tax
liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary differences arise from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each date of the
Consolidated Statement of Financial Position and reduced to the extent that it
is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to the Consolidated Statement of Comprehensive Income,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current assets and liabilities
on a net basis.
Pension costs
The Group operates a defined contribution scheme for some of its employees.
The contributions payable to the scheme during the period are charged to the
Consolidated Statement of Comprehensive Income.
Financial assets and liabilities
Financial instruments are recognised in the Consolidated Statement of
Financial Position when the Group becomes party to the contractual provisions
of the instrument. De-recognition occurs when rights to cash flows from a
financial asset expire, or when a liability is extinguished.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the reporting period which are classified as non-current assets. They are
stated at their cost less impairment losses.
Loans and borrowings
All loans and borrowings are initially recognised at the fair value of the
consideration received net of issue costs associated with the borrowings.
After initial recognition, these are subsequently measured at
amortised cost using the effective interest method, which is the rate that
exactly discounts the estimated future cash flows through the expected life of
the liabilities. Amortised cost is calculated by taking into account any issue
costs and any discount or premium on settlement.
Trade and other receivables
Trade and other receivables in the Consolidated Statement of Financial
Position are initially measured at original invoice amount and subsequently
measured after deducting any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents in the Consolidated Statement of Financial Position
comprise cash at bank and in hand and short-term deposits with an original
maturity of three months or less. For the purposes of the Consolidated
Statement of Cash Flows, cash and cash equivalents comprise cash and
short-term deposits as defined above and other short-term highly liquid
investments that are readily convertible into cash and are subject to
insignificant risk of changes in value, net of bank overdrafts.
Trade and other payables
Trade and other payables are stated based on the amounts which are considered
to be payable in respect of goods or services received up to the date of the
Consolidated Statement of Financial Position.
2. SEGMENTAL REPORTING
The Group operates in one business segment, provision of consultancy services
to, as well as making and trading investments in, financial services
businesses.
Under IFRS 8: Operating Segments ("IFRS 8") the Group identifies its
reportable operating segments based on the geographical location in which each
of its investments is incorporated and primarily operates. For management
purposes, the Group is organised and reports its performance by two geographic
segments: UK and Non-UK.
If material to the Group overall (where the segment revenues, reported profit
or loss or combined assets exceed the quantitative thresholds prescribed by
IFRS 8), the segment information is reported separately.
The Group allocates revenues, expenses, assets and liabilities to the
operating segment where directly attributable to that segment. All indirect
items are apportioned based on the percentage proportion of revenue that the
operating segment contributes to the total Group revenue (excluding any
realised and unrealised gains and losses on the Group's current and
non-current investments).
Each reportable segment derives its revenues from three main sources from
equity portfolio investments as described in further detail in Note 1 under
'Income from equity portfolio investments' and also from treasury portfolio
investments as described in Note 1 under 'Income from treasury portfolio
investments'.
All reportable segments derive their revenues entirely from external clients
and there are no inter-segment sales.
Geographic segment 1: Geographic segment 2: Group
UK Non-UK
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Operating income 82,855 45,345 32,384 5,821 115,239 51,166
Operating expenses (7,826) (4,356) (5,846) (3,525) (13,672) (7,881)
Segment operating profit 75,029 40,989 26,538 2,296 101,567 43,285
Financial income 1,822 399 1,362 322 3,184 721
Financial expenses (79) (31) (58) (24) (137) (55)
Exchange movements (18) (39) 97 (294) 79 (333)
Profit before tax 76,754 41,318 27,939 2,300 104,693 43,618
Income taxes - - (5,194) (1,089) (5,194) (1,089)
Profit for the year £76,754 £41,318 £22,745 £1,211 £99,499 £42,529
Included within the operating income reported above are the following amounts
requiring separate disclosure owing to the fact that they are derived from a
single investee company and the total revenues attributable to that investee
company are 10% or more of the total realised and unrealised income generated
by the Group during the period:
Total net operating income attributable to the investee company
£'000
% of total realised and unrealised operating income Reportable geographic segment
Investee Company
2025 2024 2025 2024 2025 2024
Pantheon Specialty Group Limited 56,224 14,955 49 29 1 1
XPT Group LLC(1) 16,135 - 14 - 2 -
ATC Insurance Solutions PTY Limited(1) 12,984 - 11 - 2 -
Paladin Holdings Limited(1) - 32,382 - 63 - 1
Lilley Plummer Holdings Limited(1) - 6,888 - 13 - 1
(1)There are no disclosures for Paladin Holdings Limited and Lilley Plummer
Holdings Limited in the current year as the income derived from these investee
companies did not exceed the 10% threshold prescribed by IFRS 8. There is also
no disclosure shown for XPT Group LLC and ATC Insurance Solutions PTY Limited
in the prior year as the income derived from these investee companies did not
exceed the 10% threshold prescribed by IFRS 8 in that year.
Geographic segment 1: Geographic segment 2: Group
UK Non-UK
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Property, plant and equipment 41 34 43 31 84 65
Right-of-use asset 166 268 176 239 342 507
Investments - equity portfolio 108,835 37,783 115,260 78,050 224,095 115,833
Loans and receivables 13,239 10,775 9,384 5,422 22,623 16,197
122,281 48,860 124,863 83,742 247,144 132,602
Current assets
Investments - assets held for sale - 49,549 - - - 49,549
Investments - treasury portfolio - 78 - - - 78
Trade and other receivables 17,294 14,840 2,309 793 19,603 15,633
Cash and cash equivalents 74,137 40,435 - - 74,137 40,435
91,431 104,902 2,309 793 93,740 105,695
Total assets 213,712 153,762 127,172 84,535 340,884 238,297
Non-current liabilities
Lease liabilities (106) (220) (112) (196) (218) (416)
Deferred tax liabilities - - (11,847) (6,687) (11,847) (6,687)
(106) (220) (11,959) (6,883) (12,065) (7,103)
Current liabilities
Trade and other payables (2,210) (1,838) (5) (5) (2,215) (1,843)
Lease liabilities (94) (95) (100) (85) (194) (180)
(2,304) (1,933) (105) (90) (2,409) (2,023)
Total liabilities (2,410) (2,153) (12,064) (6,973) (14,474) (9,126)
Net assets £211,302 £151,609 £115,108 £77,562 £326,410 £229,171
Additions to property, plant and equipment 26 7 28 6 54 13
Depreciation and amortisation of property, plant and equipment (97) (101) (103) (90) (200) (191)
Net provision (made) / released against equity investments and loans
(36) 24 - - (36) 24
Cash flow arising from:
Operating activities 49,488 37,534 (16,001) (6,572) 33,487 30,962
Investing activities 25 1,117 - - 25 1,117
Financing activities 190 (3,208) - - 190 (3,208)
Change in cash and cash equivalents
49,703 35,443 (16,001) (6,572) 33,702 28,871
As outlined previously, under IFRS 8 the Group reports its operating segments
(UK and Non-UK) and associated income, expenses, assets and liabilities based
upon the country of domicile of each of its investee companies.
In addition to the segmental analysis disclosure reported above, the Group has
undertaken a further assessment of each of its investee companies' underlying
revenues, specifically focusing on the geographical origin of this revenue.
Geographical analysis of each investee company's 2025 and 2024 revenue budgets
was carried out and, based upon this analysis, the directors have determined
that on a look-through basis, the Group's portfolio of investee companies can
also be analysed as follows:
2025 2024
% %
UK 6 29
Non-UK 94 71
Total 100 100
3. FINANCIAL EXPENSES 2025 2024
£'000 £'000
Interest costs on lease liability (Note 21) 30 39
Investment management costs (Note 13) 107 16
£ 137 £ 55
4. FINANCIAL INCOME 2025 2024
£'000 £'000
Bank and similar interest 709 87
Income from treasury portfolio investments - interest, dividend and similar
income (Note 13)
1,996 467
Income from treasury portfolio investments - net unrealised gains on
revaluation (Note 13)
479 167
£ 3,184 £ 721
5. STAFF COSTS
The average number of employees, including all directors (executive and
non-executive), employed by the Group during the year was 17 (2024: 16); 6 of
those are in a management role (2024: 6) and 11 of those are in a support role
(2024: 10). All remuneration was paid by B.P. Marsh & Company Limited.
The related staff costs were: 2025 2024
£'000 £'000
Wages and salaries 9,114 5,145
Social security costs 1,321 746
Pension costs 277 192
Other employment costs (Note 24) 392 167
£11,104 £6,250
During the year to 31st January 2017 the Group established a Share Incentive
Plan ("SIP") under which certain eligible directors and employees were granted
Ordinary shares in the Company. These shares are being held on behalf of these
directors and employees within the B.P. Marsh SIP Trust. Refer to Note 24 for
further details.
During the year to 31st January 2019, Joint Share Ownership Agreements were
also entered into between certain directors and employees and the Company.
Refer to Note 24 for further details.
During the year to 31st January 2024 the Group established a Share Option Plan
("SOP") under which certain directors and employees were granted options over
Ordinary shares in the Company. Refer to Note 24 for further details.
Share-based charges of £85,780 (2024: £77,492) relating to the SIP and
£305,924 (2024: £89,437) relating to the SOP are included within 'Other
employment costs' above. No charges relating to the Joint Share Ownership
Agreements are included within 'Other employment costs' above as the scheme
vested during the year to 31st January 2022.
6. DIRECTORS' EMOLUMENTS
2025 2024
The aggregate emoluments of the directors were: £'000 £'000
Management services - remuneration 4,924 2,933
Fees 53 30
Pension contributions - remuneration 101 67
£ 5,078 £ 3,030
474,484 of the 1,461,302 shares, in respect of which joint interests were
granted during the year to 31st January 2019, were issued to current
directors. During the year 261,750 of the 474,484 jointly-owned shares in
which the current directors have a joint beneficial interest were sold, with
212,734 jointly-owned shares remaining held by those directors as at 31st
January 2025. Refer to Note 24 for further details.
Of the total 22,380 (2024: 32,780) Free, Matching and Partnership Shares
granted under the SIP during the year, 5,595 (2024: 8,940) were granted to
directors of the Company.
Of the £85,780 (2024: £77,492) charge relating to the SIP and £305,924
(2024: £89,437) charge relating to the SOP, as set out in Note 5, £28,593
(2024: £21,134) and £148,643 (2024: £36,147) related to the directors
respectively.
Refer to Note 24 for further details.
2025 2024
£'000 £'000
Highest paid director
Emoluments 1,640 1,451
Pension contribution 41 7
£ 1,681 £ 1,458
The total emoluments of the highest paid director disclosed above includes
£500,000 paid to the director in respect of loss of office.
The Company contributes into defined contribution pension schemes on behalf of
certain employees and directors. Contributions payable are charged to the
Consolidated Statement of Comprehensive Income in the period to which they
relate.
During the year, 4 directors (2024: 3) accrued benefits under these defined
contribution pension schemes.
The key management personnel comprise only the directors.
7. DIVIDENDS 2025 2024
£'000 £'000
Ordinary dividends
Dividend paid:
10.72 pence each on 36,977,431* Ordinary shares (2024: 5.56 pence each on 3,964 2,028
36,478,524* Ordinary shares)
£ 3,964 £ 2,028
*Due to the Company making three separate dividend payments during the current
year (2024: three dividend payments made), the calculation of the number of
ordinary shares on which the dividend was paid is an average based upon the
total aggregate dividend distribution made divided by the total pence per
ordinary share distributed during the year.
In the current year total dividends of £26,902 (2024: £13,304) were payable
on the 261,852 (2024: 247,476) ordinary shares held by the B.P. Marsh SIP
Trust ("SIP Trust").
In the current year total dividends of £94,692 (2024: £33,551) were payable
on the 844,006 allocated ordinary shares held by the B.P. Marsh Employees'
Share Trust ("the Employee Benefit Trust") under the Joint Share Ownership
Plan ("JSOP") which had full dividend and voting rights. Of this total
dividend paid on the shares, £35,083 was paid to participants of the JSOP
based upon the employees' proportionate ownership rights attached to the
shares which is determined by the Company's share price on the record date. No
dividend was payable on the 236,259 unallocated ordinary shares held by the
Employee Benefit Trust as these shares do not have full dividend and voting
rights attached (2024: No dividend payable on the unallocated ordinary
shares).
In addition, no dividend is payable on unallocated ordinary shares held in
Treasury on the dividend record date.
8. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2025 2024
£'000 £'000
The profit for the year is arrived at after charging/(crediting):
Depreciation and amortisation of property, plant & equipment, and
right-of-use asset
200 191
Auditor's remuneration:
Audit fees for the Company 49 37
Other services:
-Audit of subsidiaries' accounts 18 18
-Taxation 18 14
-Other advisory 12 14
Exchange (gain) / loss (79) 333
9. INCOME TAX EXPENSE 2025 2024
£'000 £'000
Current tax:
Current tax on profits for the year 34 33
Adjustments in respect of prior years - -
Total current tax 34 33
Deferred tax (Note 17):
Origination and reversal of temporary differences 5,160 1,056
Total deferred tax 5,160 1,056
Total income taxes charged in the Consolidated Statement of Comprehensive
Income
£ 5,194 £ 1,089
The tax assessed for the year is lower (2024: lower) than the standard rate of
corporation tax in the UK. The differences are explained below:
2025 2024
£'000 £'000
Profit before tax 104,693 43,618
Profit on ordinary activities at the standard rate of corporation tax in the 26,173 10,468
UK of 25.00% (2024: 24.00%)
Tax effects of:
Expenses not deductible for tax purposes 355 132
Withholding tax suffered at source on overseas income 34 33
(Non-taxable)/taxable capital gains on disposal of investments (4,323) 31
Other effects:
Non-taxable income (dividends received) (977) (841)
Non-taxable income (unrealised gains on equity portfolio revaluation) (17,512) (9,475)
Management expenses unutilised 1,444 741
Total income taxes charged in the Consolidated Statement of Comprehensive
Income
£ 5,194 £ 1,089
Refer to Note 17 for the deferred tax liability relating to the Group's
unrealised gains on the equity portfolio.
10. EARNINGS AND NET ASSET VALUE PER SHARE FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS
2025 2024
£'000 £'000
Earnings
Earnings for the purpose of basic and diluted earnings per share being total
comprehensive income attributable to equity shareholders
99,499 42,529
Earnings per share - basic 269.5p 114.7p
Earnings per share - diluted 256.2p 114.0p
Number of shares Number Number
Weighted average number of ordinary shares for the purposes of basic earnings
per share
36,919,364 37,081,306
Number of dilutive shares under option 1,918,759 236,259
Weighted average number of ordinary shares for the purposes of dilutive
earnings per share
38,838,123 37,317,565
2025 2024
£'000 £'000
Net Asset Value
Basic Net Asset Value
Net Asset Value attributable to equity shareholders 326,410 229,171
Adjustment to Net Asset Value(1) 1,476 3,391
Adjusted Net Asset Value for the purposes of basic Net Asset Value per share
being total Net Asset Value attributable to equity shareholders
327,886 232,562
Diluted Net Asset Value
Net Asset Value attributable to equity shareholders 326,410 229,171
Adjustment to Net Asset Value(2) 1,980 4,106
Adjusted Net Asset Value for the purposes of diluted Net Asset Value per share
being total Net Asset Value attributable to equity shareholders
328,390 233,277
Net Asset Value per share - basic 890.0p 629.0p
Net Asset Value per share - diluted 847.3p 626.9p
Number of shares Number Number
Number of ordinary shares for the purposes of basic Net Asset Value per share
36,839,869 36,974,191
Number of dilutive shares under option 1,918,759 236,259
Number of ordinary shares for the purposes of dilutive Net Asset Value per
share
38,758,628 37,210,450
(1)Adjustment to Net Asset Value represents the cash receivable by the Group
when the 525,240 (2024: 1,206,888) remaining allocated ordinary shares that
are held under joint ownership arrangements within the Employee Benefit Trust,
and which were considered fully dilutive as at 31st January 2025, are sold.
(2)Adjustment to Net Asset Value represents the cash receivable by the Group
when the total remaining 761,499 (2024: 1,443,147) allocated and unallocated
ordinary shares that are held under joint ownership arrangements within the
Employee Benefit Trust, are sold.
During the year the Company paid a total of £835,267 including commission, in
order to repurchase 156,702 ordinary shares at an average price of 532 pence
per share (2024: the Company paid a total of £1,052,751, including
commission, in order to repurchase 283,480 ordinary shares at an average price
of 370 pence per share).
On 31st October 2024 188,000 ordinary shares in the Company were cancelled.
These shares were previously held in Treasury. Following the cancellation, the
total number of ordinary shares in issue reduced from 37,288,000 as at 31st
January 2024 to 37,100,000 as at 31st January 2025.
Ordinary shares held by the Company in Treasury
Movement of ordinary shares held in Treasury:
2025 2024
Number Number
Opening total ordinary shares held in Treasury at 1st February 77,550 4,850
Ordinary shares repurchased into Treasury during the year 156,702 283,480
Ordinary shares transferred to the B.P. Marsh SIP Trust during the year (22,380) (32,780)
Ordinary shares cancelled from Treasury during the year (188,000) (178,000)
Total ordinary shares held in Treasury at 31st January 23,872 77,550
The Treasury shares do not have voting or dividend rights and have therefore
been excluded for the purposes of calculating Earnings per share and Net Asset
Value per share.
The repurchase of the ordinary shares is borne from the Group's commitment to
reduce share price discount to Net Asset Value. Prior to 11th June 2024, and
in accordance with its Share Buy-Back Policy announcement on 14th November
2023, the Group's policy was to buy back shares when the share price was below
20% of its published Net Asset Value (for up to a maximum aggregate
consideration of £500,000).
As outlined in the Group's Share Buy-Back Policy announcement on 11th June
2024, its policy has been, subject to ordinary shares in the Company being
available to purchase, to be able to buy small parcels of shares (for up to a
maximum aggregate consideration of £1,000,000) at a price representing a
discount of at least 15% to the most recently announced diluted Net Asset
Value per share and place them into Treasury. On 2nd August 2024 this
threshold was subsequently upwardly revised to a 10% discount to diluted Net
Asset Value per Share.
On 31st October 2024 a further £1,000,000 was added to the Share Buy-Back
programme (increasing the aggregate Share Buy-Back budget to £1,164,733 at
that time) to allow the Company to continue purchasing small parcels of
ordinary shares, where available, in a Net Asset Value accretive way.
As at 31st January 2024 there were 1,443,147 shares held within the Employee
Benefit Trust under the Joint Share Ownership Plan ("JSOP"), of which 236,259
shares were unallocated. The Employee Benefit Trust remains the owner of these
unallocated shares which have no dividend or voting rights.
Provided that the shares are eventually sold from the Employee Benefit Trust
for at least 284.5 pence per share on average, the Group would be entitled to
receive £4,106,259 in total.
During the year 681,648 of the 1,206,888 allocated shares held within the
Employee Benefit Trust were sold, including 239,400 shares jointly-owned by 3
executive directors of the Company. As at 31st January 2025 761,499 shares
remained within the Employee Benefit Trust, of which 236,259 were unallocated.
Of the £4,106,259 receivable by the Group in total, £2,126,259 was received
during the year, leaving a balance outstanding of £1,980,000. As such,
provided that the remaining shares are eventually sold from the Employee
Benefit Trust for at least 260.0p/share on average, the Group will receive
this balance in full.
The weighted average number of shares used for the purposes of calculating the
basic earnings per share, net asset value and net asset value per share of the
Group includes the 525,240 remaining allocated ordinary shares held within the
Employee Benefit Trust as these were considered fully dilutive as at 31st
January 2025 due to the dividend and voting rights attached to them. The Group
net asset value also includes an adjustment representing the economic right
the Group has to the first 281 pence per share (£1,475,924) on the 525,240
allocated ordinary shares held within the Employee Benefit Trust as when the
joint share ownership arrangements are eventually exercised, this would also
increase the Group's net asset value by £1,475,924.
236,259 unallocated shares currently held within the Employee Benefit Trust
have been excluded for the purposes of calculating the basic earnings per
share, net asset value and net asset value per share as these shares do not
have voting rights or dividend rights whilst they are held within this
Employee Benefit Trust. The Group net asset value has also excluded the
economic right the Group has to the first 281 pence per share on the 236,259
unallocated shares issued to the Employee Benefit Trust for the same reasons.
On this basis the current undiluted net asset value per share is 890.0 pence
for the Group. When the joint share ownership arrangements are eventually
exercised in full, although this would increase the number of shares in issue
entitled to voting and dividend rights, this would also increase the Group's
net asset value by a further £504,076 (total of £4,106,259 based upon the
total 1,461,302 shares originally issued to the Employee Benefit Trust at 281
pence per share).
The diluted earnings per share and net asset value per share include the
1,682,500 options over ordinary shares granted as part of the Company's Share
Option Plan ("SOP") as these were dilutive for the Group as at 31st January
2025 based upon the performance conditions attached to the options (Note 24).
The diluted net asset value per share is therefore 847.3 pence.
The diluted weighted average number of ordinary shares at 31st January 2025
has been calculated by proportioning the 236,259 vested, but unallocated,
shares held under joint share ownership arrangements from the vesting date
over the period.
The decrease to the undiluted weighted average number of ordinary shares
between 2024 and 2025 is mainly attributable to the 156,702 ordinary shares
repurchased into Treasury during the year, offset by the 22,380 ordinary
shares transferred from Treasury to the SIP Trust during the year that have
been treated as re-issued for the purposes of calculating earnings per share.
22,380 ordinary shares (comprising 22,380 ordinary shares transferred from
Treasury to the SIP Trust in April 2024) were allocated to the participating
employees as Free, Matching and Partnership shares under the share incentive
plan arrangement on 11th April 2024 (Note 24).
11. PROPERTY, PLANT AND EQUIPMENT
Leasehold Fixtures and Fittings and Others
£'000
Furniture and Equipment
£'000 Total
£'000
Group
Cost
At 1st February 2023 148 152 300
Additions 13 - 13
Disposals - - -
At 31st January 2024 161 152 313
At 1st February 2024 161 152 313
Additions 33 21 54
Disposals - - -
At 31st January 2025 194 173 367
Depreciation
At 1st February 2023 128 93 221
Eliminated on disposal - - -
Charge for the year 12 15 27
At 31st January 2024 140 108 248
At 1st February 2024 140 108 248
Eliminated on disposal - - -
Charge for the year 13 22 35
At 31st January 2025 153 130 283
Net book value
At 31st January 2025 £ 41 £ 43 £ 84
At 31st January 2024 £ 21 £ 44 £ 65
At 31st January 2023 £ 20 £ 59 £ 79
12. INVESTMENTS - EQUITY PORTFOLIO
Group Shares in investee companies
Continuing investments Current Assets - Investments held for sale Total
£'000 £'000 £'000
At valuation
At 1st February 2023 171,461 - 171,461
Transfers between categories (18,380) 18,380 -
Additions 3,364 - 3,364
Disposals (53,154) - (53,154)
Provisions - - -
Unrealised gains in this period 12,542 31,169 43,711
At 31st January 2024 £ 115,833 £ 49,549 £ 165,382
At 1st February 2024 115,833 49,549 165,382
Additions 31,501 - 31,501
Disposals (13,446) (49,549) (62,995)
Provisions - - -
Unrealised gains in this period 90,207 - 90,207
At 31st January 2025 £ 224,095 £ - £ 224,095
At cost
At 1st February 2023 59,321 - 59,321
Transfers between categories (4) 4 -
Additions 3,364 - 3,364
Disposals (16,758) - (16,758)
Provisions - - -
At 31st January 2024 £ 45,923 £ 4 £ 45,927
At 1st February 2024 45,923 4 45,927
Additions 31,501 - 31,501
Disposals (308) (4) (312)
Provisions - - -
At 31st January 2025 £ 77,116 £ - £ 77,116
The additions relate to the following transactions in the year:
On 27th March 2024 the Group acquired a 30% cumulative preferred ordinary
equity stake in Devonshire UW Limited ("Devonshire") via a holding company,
Devonshire UW Topco Limited, for consideration of £300,000. Devonshire is a
London-based Underwriting Agency specialising in transactional risks,
including Warranty & Indemnity, Specific Tax and Legal Contingency
Insurance, with the ability to underwrite transactions in the UK, Europe,
Middle East, Africa, Asia, South America, Central America and Australasia. The
Group also provided Devonshire with a loan facility of £1,600,000, of which
£1,490,125 had been drawn down as at 31st January 2025, with a remaining
undrawn facility of £109,875 (Note 22).
On 17th April 2024, the Group acquired a further 2.52% ordinary equity holding
in LEBC Holdings Limited ("LEBC") for consideration of £1,100,000. On
completion the ordinary shares were immediately converted into preferred
shares. The transaction increased the Group's holding in LEBC from 59.34% as
at 31st January 2024 to 61.86% as at 31st January 2025.
On 9th May 2024 the Group acquired a further 7% cumulative preferred ordinary
equity stake in Pantheon Specialty Group Limited ("Pantheon") for
consideration of £7,300,000 increasing its equity holding from 25% as at 31st
January 2024 to 32% at the time of investment. On 29th October 2024 the Group
invested a further £12,500,000 in cumulative preferred ordinary shares,
increasing its equity holding from 32% to 37%. In addition, the Group
converted £2,000,000 of Pantheon's loan outstanding into equity. The loan to
equity reclassification did not increase the Group's overall equity holding in
Pantheon, which remained 37% as at 31st January 2025, but has been treated as
an increase to the Group's cost of investment which stood at £21,800,025 as
at 31st January 2025. Following the loan reclassification and other repayments
made during the year, total outstanding loans due from Pantheon reduced from
£4,536,000 as at 31st January 2024 to £Nil as at 31st January 2025.
On 13th May 2024 the Group acquired, through its wholly-owned subsidiary
company B.P. Marsh (North America) Limited, a further 0.95% equity stake in
XPT Group LLC ("XPT") for USD 1,000,787 (£800,073) as part of a pre-emption
share offer. In addition, on 22nd November 2024 the Group invested a further
USD 6,323,724 (£4,996,575) in equity, together with loan funding of USD
6,287,675 (£4,968,091), providing funding to assist XPT with a management
shareholder restructure. Following these investments, the uptake of other
shareholder's pre-emptive rights and other dilutive events, the Group's fully
diluted shareholding in XPT reduced from 29.10% as at 31st January 2024 to
28.98% as at 31st January 2025 and the Group's loan balance to XPT increased
from USD 6,000,000 (£4,683,644) as at 31st January 2024 to USD 12,287,675
(£9,861,860) as at 31st January 2025.
On 30th September 2024 the Group acquired, through its wholly-owned subsidiary
company B.P. Marsh Europe Limited, a 44% equity stake in CEE Specialty s.r.o.
("CEE") for consideration of €2,819,852 (£2,354,134). CEE is an
underwriting agency based in Prague, Czech Republic specialising in Marine
Hull, Bonds and Liability Insurance, targeting business in Central and Eastern
Europe. As part of the overall funding, the Group also provided €487,860
(£407,287) in management loans to the two founder members of CEE.
On 11th October 2024 the Group acquired a 25.5% cumulative preferred ordinary
equity stake in Volt Underwriting Limited ("Volt") via a holding company, Volt
UW HoldCo Limited, for consideration of £25.50. Volt is a London-based
Managing General Agency start-up underwriting a global portfolio of energy
business, with a particular focus on the US. The Group also provided Volt with
a loan facility of £2,500,000, of which £1,200,000 had been drawn down as at
31st January 2025, with a remaining undrawn facility of £1,300,000 (Note 22).
On 29th October 2024 the Group acquired a 30% cumulative preferred ordinary
equity stake in SRT & Partners Limited ("SRT") for consideration of
£150,000. SRT is a start-up UK Retail and London Market broker. The Group
also provided SRT with a loan facility of £2,350,000, which was drawn down in
full on completion and remained outstanding as at 31st January 2025.
The disposals relate to the following transactions in the year:
On 22nd March 2024 the Group completed the disposal of its entire 38.63%
holding in Paladin Holdings Limited ("Paladin") to Specialist Risk Group
Limited ("SRG"), following receipt of regulatory approval. On completion, the
Group received £42,075,838 in initial cash consideration, net of transaction
costs, plus repayment in full of its £5,900,500 loans to Paladin. Further
proceeds of £1,939,924, representing the net working capital adjustment due
to the Group following finalisation of Paladin's completion accounts, were
received on 6th September 2024 bringing the total proceeds received as at 31st
January 2025 to £44,015,762. The cash proceeds received represented an
overall gain of £44,012,262 above the net cost of investment. As well as the
initial consideration and working capital adjustment, the Group will also be
entitled to receive deferred contingent consideration based upon 20% EBITDA
growth targets above Paladin's actual adjusted EBITDA for 2023, in FY24 and
FY25, payable in 2025 and 2026. There is also the possibility for the Group to
receive further consideration in FY25 should Paladin outperform these growth
targets. For amounts received since 31st January 2025, refer to Note 26.
The carrying value of the Group's investment in Paladin as at 1st February
2024 was £49,549,000. A proportion of this carrying value related to the
Group's discounted deferred contingent consideration estimate. On disposal,
the fair value attributed to the deferred contingent consideration element of
the sale amounting to £9,021,000 was reclassified within the Consolidated
Statement of Financial Position from 'Investments - assets held for sale' to a
debtor balance within 'Other receivables'. As at 31st January 2025 the fair
value of the deferred contingent consideration was revalued at £14,541,000
and the associated gain of £5,520,000 has been recognised within the
Consolidated Statement of Comprehensive Income.
On 29th October 2024 the Group completed the disposal of its entire fully
diluted 28.4% holding in Lilley Plummer Holdings Limited ("Lilley Plummer") to
Clear London Markets Limited, following receipt of regulatory approval. On
completion the Group received £21,718,937 in cash consideration, net of
transaction costs. The cash proceeds received represented an overall gain of
£21,418,937 above the net cost of investment.
The unquoted investee companies, which are registered in England except for
Asia Reinsurance Brokers Pte Limited (Singapore), Stewart Specialty Risk
Underwriting Ltd (Canada), XPT Group LLC (USA), ATC Insurance Solutions PTY
Limited (Australia), Criterion Underwriting Pte Limited (Singapore), Agri
Services Company PTY Limited (Australia), Sage Program Underwriters, Inc.
(USA) and CEE Specialty s.r.o (Czech Republic) are as follows:
% holding Date Aggregate Post tax
of share information capital and profit/(loss)
Name of company capital available to reserves for the year Principal activity
£ £
Agri Services Company PTY Limited 41.00 30.06.24 1,214,831 71,022 Holding company for specialist Australian agricultural Managing General Agency
Asia Reinsurance Brokers Pte Limited 25.00 31.05.24 2,298,607 337,610 Specialist reinsurance broker
ATC Insurance Solutions PTY Limited 25.56 30.06.24 16,677,743 5,329,842 Specialist Australian Managing General Agency
CEE Specialty s.r.o. 44.00 31.12.24 465,361 783,638 Specialist Managing General Agency
Criterion Underwriting Pte Limited(1) 29.40 31.05.20 (445,842) (32,019) Specialist Singaporean Managing General Agency
Dempsey Group Limited(2) 30.00 - - - Holding company for specialist Managing General Agency
Devonshire UW Topco Limited 30.00 31.12.24 297,076 (2,994) Specialist Managing General Agency
The Fiducia MGA Company Limited 35.18 31.12.23 345,832 511,692 Specialist UK Marine Cargo Underwriting Agency
LEBC Holdings Limited 61.86 30.09.23 (671,916) (2,427,586) Independent financial advisor company
Neutral Bay Investments Limited 49.90 31.03.25 4,241,417 345,204 Investment holding company
New Denison Limited(3) 40.00 30.06.24 3 - Dormant company
Pantheon Specialty Group Limited 37.00 31.12.23 (451,965) (452,065) Holding company for specialist insurance broker
Sage Program Underwriters Inc(4) 30.00 31.12.23 (12,151) 48,267 Specialist Managing General Agency
SRT & Partners Limited(5) 30.00 - - - Specialist Insurance Broker
Stewart Specialty Risk Underwriting Limited 30.00 31.12.23 6,013,626 3,096,411 Specialist Canadian Casualty Underwriting Agency
Verve Risk Services Limited 35.00 31.12.23 253,290 (177,631) Specialist Managing General Agency
Volt UW HoldCo Limited(6) 25.50 - - - Specialist Managing General Agency
XPT Group LLC 28.98 31.12.23 (17,929,386) (6,089,523) USA Specialty lines insurance distribution company
(1)Recent statutory financial information is not available for Criterion
Underwriting Pte Limited as the company is not currently trading.
(2)Dempsey Group Limited is a newly incorporated company. Statutory accounts
are not available as these are not yet due.
(3)New Denison Limited is a newly incorporated company that is not currently
trading.
(4)Statutory accounts are not available for Sage Program Underwriters, Inc. as
these are not required to be filed in the jurisdiction in which the company
operates. The financial information included above is therefore based upon
management accounts information received for the relevant accounting period.
(5) SRT & Partners Limited is a newly incorporated company. Statutory
accounts are not available as these are not yet due.
(6) Volt UW HoldCo Limited is a newly incorporated company. Statutory accounts
are not available as these are not yet due.
The Group's 35% equity investment in EC3 Brokers Group Limited has not been
listed above as the company went into administration in November 2022 and
remained in administration as at 31st January 2025. The Group does not expect
to recover any amounts in respect of this investment which has been provided
against in full.
The aggregate capital and reserves and profit/(loss) for the year shown above
are extracted from the relevant local GAAP accounts of the investee companies.
Shares in
Company group
undertakings
£'000
At valuation
At 1st February 2023 158,333
Additions -
Unrealised gains in this period 32,527
At 31st January 2024 £ 190,860
At 1st February 2024 190,860
Additions -
Unrealised gains in this period 99,499
At 31st January 2025 £ 290,359
At cost
At 1st February 2023 2,143
Additions -
At 31st January 2024 £ 2,143
At 1st February 2024 2,143
Additions -
At 31st January 2025 £ 2,143
Shares in group undertakings
All group undertakings are registered in England and Wales. The details and
results of group undertakings held throughout the year, which are extracted
from the UK-adopted international accounting standards accounts of B.P. Marsh
& Company Limited, Marsh Insurance Holdings Limited, B.P. Marsh Asset
Management Limited, B.P. Marsh (North America) Limited, B.P. Marsh Europe
Limited and the UK GAAP accounts for the other companies, are as follows:
Aggregate Profit/(loss)
% capital and for the
Holding reserves at year to
of share 31st January 31st January
Name of company Capital 2025 2025 Principal activity
£ £
B.P. Marsh & 100 326,407,884 99,498,802 Consulting services and investment holding company
Company Limited
Marsh Insurance 100 6,099,974 - Investment
Holdings Limited holding company - dormant
B.P. Marsh Asset 100 776 - Dormant
Management Limited
B.P. Marsh (North America) 100 26,445,716 9,799,626 Investment holding company
Limited*
B.P. Marsh Europe Limited 100 92,021 92,021 Investment holding company
B.P. Marsh & Co. Trustee 100 1,000 - Dormant
Company Limited
Marsh Development 100 1 - Dormant
Capital Limited
XPT London Limited 100 2 - Dormant
*At the year end B.P. Marsh (North America) Limited held a 100% economic
interest in RHS Midco I LLC, a US registered entity incorporated during the
year to 31st January 2018 for the purpose of holding the Group's equity
investment in XPT Group LLC. In addition, at the year end B.P. Marsh (North
America) Limited also held a 100% economic interest in B.P. Marsh US LLC, a US
registered entity, which was incorporated during the year to 31st January
2018. There were no profit or loss transactions in either of these two US
registered entities during the current or prior year.
In addition, the Group also controls the B.P. Marsh SIP Trust and the B.P.
Marsh Employees' Share Trust (Note 24).
Loans to the subsidiaries of £36,122,975 (2024: £38,382,626) are treated as
capital contributions.
13. CASH AND CASH EQUIVALENTS
Group 2025 2024
£'000 £'000
Cash and cash equivalents comprise:
Treasury portfolio - current investments 51,693 27,447
Cash and bank balances 22,444 12,988
£ 74,137 £ 40,435
Treasury portfolio - current investments
At valuation 2025 2024
£'000 £'000
Market value at 1st February 27,525 11,337
Additions at cost 69,730 64,000
Disposals (47,930) (48,430)
Change in value in the year 2,368 618
Market value at 31st January £51,693 £27,525
Disclosed as:
Cash and cash equivalents 51,693 27,447
Investments - treasury portfolio - 78
Total £51,693 £27,525
Investment fund split:
GAM London Limited 17,268 7,175
Rathbone Investment Management Limited
12,484 10,310
Rothschild & Co Wealth Management UK Limited
21,941 10,040
Total £51,693 £27,525
The treasury portfolio comprises of investment funds managed and valued by the
Group's investment managers, GAM London Limited, Rathbone Investment
Management Limited and Rothschild & Co Wealth Management UK Limited. All
investments in securities are included at year end market value.
The initial investment into the funds was made following the realisation of
the Group's investment in Summa Insurance Brokerage, S.L. in 2022 and further
funds were invested following the sale of Kentro Capital Limited during the
year ended 31st January 2024. Further funds have been invested following the
sale of Paladin Holdings Limited and Lilley Plummer Holdings Limited during
the current year.
The purpose of the funds is to hold (and grow) the Group's surplus cash until
such time that suitable investment opportunities arise.
As at 31st January 2025 all amounts held in the funds were non-risk interest
bearing deposits (as at 31st January 2024, of the total £27,525,222 held
within the funds, only £78,462 was risk bearing, with the remaining funds of
£27,446,760 being non-risk interest bearing deposits).
The risk bearing fund values can increase, but also have the potential to fall
below the amount initially invested by the Group. However, the performance of
each fund is monitored on a regular basis and the appropriate action is taken
if there is a prolonged period of poor performance.
Investment management costs of £106,793 (2024: £15,569) were charged to the
Consolidated Statement of Comprehensive Income during the period.
14. REALISED GAINS / (LOSSES) ON DISPOSAL OF EQUITY INVESTMENTS
The realised gains / (losses) on disposal of investments for the year
comprises of a net gain of £17,292,319 (2024: net loss on disposal of
investments of £(36,689)).
£3,487,762 of this net gain was in relation to the Group's disposal of its
entire 38.63% holding in Paladin Holdings Limited ("Paladin") for initial cash
consideration of £44,015,762 (including £1,939,924 received as a post
completion working capital adjustment), compared to the attributable fair
value of £40,528,000 at 1st February 2024.
As outlined in Note 12, the Group expects to receive deferred contingent
consideration based upon Paladin achieving certain EBITDA growth targets. The
total carrying value of the Group's investment in Paladin as at 1st February
2024 including the deferred contingent consideration was £49,549,000. On
disposal, the fair value attributed to the deferred contingent consideration
element of the sale of £9,021,000 was reclassified within the Consolidated
Statement of Financial Position from 'Investments - assets held for sale' to a
debtor balance included within 'Other receivables'. As at 31st January 2025
the fair value of the deferred contingent consideration was revalued at
£14,541,000 resulting in a gain of £5,520,000 which has been recognised
within the Consolidated Statement of Comprehensive Income and in Loans and
Receivables - Non-current.
£8,281,179 of this net gain was in relation to the Group's disposal of its
entire fully diluted 28.4% holding in Lilley Plummer Holdings Limited ("Lilley
Plummer") for cash consideration of £21,718,937, compared to the fair value
of £13,446,000 at 1st February 2024 and following the release of a provision
of £8,242 relating to share consideration due by the Group to a subsidiary
company of Lilley Plummer which was not required to be paid.
The disposals of Paladin and Lilley Plummer resulted in a net release of
previously unrealised gains to Retained Earnings from the Fair Value Reserve
of £62,683,258 (£49,545,500 in respect of Paladin and £13,137,758 in
respect of Lilley Plummer) as set out in Note 20.
£3,378 of this net gain was in relation to the receipt of an additional
capital distribution from the Group's former investment in Walsingham Holdings
Limited ("WHL") following the conclusion of WHL's liquidation process which
commenced in February 2022.
The amount included in realised gains on disposal of investments for the year
ended 31st January 2024 comprised of a net loss of £(36,689).
£132,000 of this net loss was in respect of the Group's disposal of its
entire 40% equity investment in Denison and Partners Limited ("Denison and
Partners") for nil cash consideration, compared to the fair value of £132,000
at 1st February 2023. There were no releases of previously unrealised gains or
losses to Retained Earnings from the Fair Value Reserve as a result of this
disposal in that period as the investment had been held at cost.
The above realised loss arising from the disposal of Denison and Partners was
offset by the following realised gains:
A £4,000 realised gain relating to the Group's partial disposal of 250,000
ordinary shares (c.5.9% at the time of divestment) in Paladin Holdings Limited
("Paladin") in that year which were held under a call option arrangement, for
consideration of £804,000, compared to the fair value of £800,000 at 1st
February 2023.
A £91,311 realised gain relating to an additional capital distribution
recognised during that year from the Group's former investment in Summa
Insurance Brokerage, S.L. ("Summa") which was sold during the year to 31st
January 2022.
There were no releases of previously unrealised gains or losses to Retained
Earnings from the Fair Value Reserve as a result of the disposal of Denison
and Partners and partial disposal of Paladin in that year as the investments
had been held at cost.
Refer to Note 12 for further details relating to the above disposals.
15. LOANS AND RECEIVABLES - NON-CURRENT
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Loans to investee companies (Note 25) 17,254 16,197 - -
Amounts owed by group undertakings - - 1,979 2,948
Other receivables (Note 14) 5,369 - - -
£ 22,623 £ 16,197 £ 1,979 £ 2,948
The amounts owed to the Company by group undertakings are interest free and
repayable on demand.
Other receivables of £5,368,859 relates to deferred contingent consideration
due in relation to the Group's disposal of its investment in Paladin Holdings
Limited, which is expected to be received in 2026 (Notes 12 and 14).
See Note 16 for the provisions against loans to investee companies and Note 25
for terms of the loans.
16. TRADE AND OTHER RECEIVABLES - CURRENT
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 728 1,040 - -
Less provision for impairment of receivables
- - - -
728 1,040 - -
Loans to investee companies (Note 25) 8,343 12,706 - -
Other receivables 9,172 1 - -
Prepayments and accrued income 1,360 1,886 - -
Amounts owed by group undertakings - - - 1,157
£ 19,603 £ 15,633 £ - £ 1,157
In the current year a provision of £74,354 was made (2024: no provisions were
made against loans to investee companies) against a loan provided to Brown
& Brown (Europe) Holdco Limited ("Brown and Brown"). The loan of £524,253
was made to Brown and Brown in the prior year in relation to the Group's
disposal of its investment in Kentro Capital Limited in October 2023,
alongside other major selling shareholders in respect of certain identified
indemnities under the Sale and Purchase Agreement. In the current year,
following notification of the actual specified claims, against which the
£74,354 provision was made, the Group received repayment of the remaining
loan balance of £449,899. No further amounts are expected to be recovered in
relation to this loan.
A provision of £38,564 previously made against a loan was released during the
current year due to repayments being received (2024: a provision of £24,000
previously made against a loan was released during that year due to repayments
being received). The total provision as at 31st January 2025 was £69,154
(31st January 2024: £107,718) with a potential of recovery.
Other receivables of £9,172,141 relates to deferred contingent consideration
due in relation to the Group's disposal of its investment in Paladin Holdings
Limited (Note 12). This amount was received in full after the year end (Note
26).
Included within net trade receivables is a gross amount of £632,050 (2024:
£929,989) owed by the Group's participating interests. No provision for bad
debts has been made in either the current or prior year.
Trade receivables are provided for based on estimated irrecoverable amounts
from the fees and interest charged to investee companies, determined by the
Group's management based on prior experience and their assessment of the
current economic environment.
Movement in the allowance for doubtful debts:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Balance at 1st February - - - -
Movement in allowance recognised in the Statement of Comprehensive Income
- - - -
Balance at 31st January £ - £ - £ - £ -
In determining the recoverability of a trade receivable, the Group considers
any change in the credit quality of the trade receivable from the date credit
was initially granted up to the reporting date.
The Group's net trade receivable balance includes debtors with a carrying
amount of £728,476 (2024: £1,039,891), of which £163,068 (2024: £485,086)
of debtors are past due at the reporting date for which the Group has not made
a provision as all amounts are considered recoverable by the directors. The
Group does not hold any collateral over these balances other than over
£369,539 (2024: £244,160) included within the net trade receivables balance
relating to loan interest due from investee companies which is secured on the
assets of the investee company.
Ageing of past due but not impaired:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Not past due 565 555 - -
Past due: 0 - 30 days 7 43 - -
Past due: 31 - 60 days 3 283 - -
Past due: more than 60 days 153 159 - -
£ 728 £ 1,040 £ - £ -
See Note 25 for terms of the loans and Note 23 for further credit risk
information.
17. DEFERRED TAX LIABILITIES - NON-CURRENT
Group Company
£'000 £'000
At 1st February 2023 5,631 -
Tax movement relating to investment revaluation for the year (Note 9) 1,056 -
At 31st January 2024 £ 6,687 £ -
At 1st February 2024 6,687 -
Tax movement relating to investment revaluation for the year (Note 9) 5,160 -
At 31st January 2025 £ 11,847 £ -
Finance (No.2) Act 2017 introduced significant changes to the Substantial
Shareholding Exemption ("SSE") rules in Taxation of Chargeable Gains Act 1992
Sch. 7AC which applied to share disposals on or after 1 April 2017. In general
terms, the rule changes relaxed the conditions for the Group to qualify for
SSE on a share disposal.
New tax legislation was introduced in the US in 2018 which taxes at source
gains on disposal of any foreign partnership interests in US limited liability
companies ("LLCs"). As such, deferred tax needs to be assessed on any
potential net gains from the Group's investment interests in US LLCs.
Having reviewed the Group's current investment portfolio, the directors
consider that the Group should benefit from this reform to the SSE rules on
all non-US LLC investments. As a result, the directors anticipate that on a
disposal of shares in the Group's current non-US LLC investments, so long as
the shares have been held for 12 months they should qualify for SSE and no tax
charge should arise on their disposal.
The requirement for a deferred tax provision is subject to continual
assessment of each investment to test whether the SSE conditions continue to
be met based upon information that is available to the Group and that there is
no change to the accounting treatment in this regard under UK-adopted
international accounting standards. It should also be noted that, until the
date of the actual disposal, it will not be possible to ascertain if all the
SSE conditions are likely to have been met and, moreover, obtaining agreement
of the tax position with HM Revenue & Customs may possibly not be
forthcoming until several years after the end of a period of accounts.
Having assessed the current US portfolio, the directors anticipate that there
is a requirement to provide for deferred tax in respect of the unrealised
gains on investments under the current requirements of UK-adopted
international accounting standards as the US LLC investments currently show a
net gain. As such, a provision of £11,847,000 has been made as at 31st
January 2025 (2024: £6,687,000).
The deferred tax provision of £11,847,000 as at 31st January 2025 (2024:
£6,687,000) has been calculated based upon an assessment of the US tax
liability arising from the valuations of the Group's holdings within US LLCs
at 31st January 2025, using the US Federal rate of 21% together with US State
Tax rates prevailing in the states where the Group's US LLCs operate, which
range between 0% and 10%. Adjustments were then made based upon available
allowances and taxable losses. Given the complexity, the Group utilised the
services of a specialist US tax advisory firm.
18. CURRENT LIABILITIES
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade and other payables
Trade payables 92 90 - -
Other taxation & social security costs 139 142 - -
Accruals and deferred income 1,942 1,561 - -
Amounts owed to participating interests 42 50 - -
Lease liabilities (Note 21) 194 180 - -
£2,409 £2,023 £ - £ -
All of the above liabilities are measured at amortised cost.
19. CALLED UP SHARE CAPITAL
2025 2024
£'000 £'000
Allotted, called up and fully paid
37,100,000 Ordinary shares of 10p each (2024: 37,288,000) 3,710 3,729
£3,710 £3,729
During the year the Company paid a total of £835,267 including commission, in
order to repurchase 156,702 ordinary shares at an average price of 532 pence
per share (2024: the Company paid a total of £1,052,751, including
commission, in order to repurchase 283,480 ordinary shares at an average price
of 370 pence per share).
Distributable reserves have been reduced by £835,267 (2024: £1,052,751) as a
result.
On 31st October 2024 188,000 ordinary shares in the Company were cancelled.
These shares were previously held in Treasury. Following the cancellation, the
total number of ordinary shares in issue reduced from 37,288,000 as at 31st
January 2024 to 37,100,000 as at 31st January 2025.
As at 31st January 2025 a total of 23,872 ordinary shares were held by the
Company in Treasury (31st January 2024: 77,550 ordinary shares were held by
the Company in Treasury).
The Treasury shares do not have voting or dividend rights and have therefore
been excluded for the purposes of calculating earnings per share and Net Asset
Value per share.
The repurchase of the ordinary shares is borne from the Group's commitment to
reduce share price discount to Net Asset Value. Prior to 11th June 2024, and
in accordance with its Share Buy-Back Policy announcement on 14th November
2023, the Group's policy was to buy back shares when the share price was below
20% of its published Net Asset Value (for up to a maximum aggregate
consideration of £500,000).
As outlined in the Group's Share Buy-Back Policy announcement on 11th June
2024, its policy has been, subject to ordinary shares in the Company being
available to purchase, to be able to buy small parcels of shares (for up to a
maximum aggregate consideration of £1,000,000) at a price representing a
discount of at least 15% to the most recently announced diluted Net Asset
Value per share and place them into Treasury. On 2nd August 2024 this
threshold was subsequently upwardly revised to a 10% discount to diluted Net
Asset Value per Share.
On 31st October 2024 a further £1,000,000 was added to the Share Buy-Back
programme (increasing the aggregate Share Buy-Back budget to £1,164,733 at
that time) to allow the Company to continue purchasing small parcels of
ordinary shares, where available, in a Net Asset Value accretive way.
20. STATEMENT OF CHANGES IN EQUITY
Group Share Reverse Capital Capital
Share premium Fair value acquisition redemption contribution Retained
capital account reserve reserve reserve reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
3,747 29,350 106,509 393 7 72 49,459 189,537
At 1st February 2023
Comprehensive income - - 42,654 - - - (125) 42,529
for the year
Net transfers on disposal - - (36,395) - - - 36,395 -
of investments (Note 12)
Dividends paid
- - - - - - (2,028) (2,028)
(Note 7)
Repurchase of Company shares (Note 19) - - - - - - (1,053) (1,053)
Cancellation of Company shares (Note 19) (18) - - - 18 - - -
Share based payment arrangements - (5) - - - - 191 186
£3,729 £29,345 £112,768 £393 £25 £72 £82,839 £229,171
At 31st January 2024
Group Share Reverse Capital Capital
Share premium Fair value acquisition redemption contribution Retained
capital account reserve reserve reserve reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
29,345 112,768
3,729 393 25 72 82,839 229,171
At 1st February 2024
Comprehensive income - - 85,047 - - - 14,452 99,499
for the year
Net transfers on disposal - - (62,683) - - - 62,683 -
of investments (Note 12 and Note 14)
Dividends paid
- - - - - - (3,964) (3,964)
(Note 7)
Repurchase of Company shares (Note 19) - - - - - - (835) (835)
Cancellation of Company shares (Note 19) (19) - - - 19 - - -
Share based payment arrangements - 11 - - - - 402 413
Amounts received from the Employee Benefit Trust on the sale of shares held - - - - - - 2,126 2,126
under joint ownership (Note 24)
£3,710 £29,356 £135,132 £393 £44 £72 £157,703 £326,410
At 31st January 2025
Company Share Capital Capital
Share premium Fair value redemption contribution Retained
capital account reserve reserve reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
3,747 29,350 156,190 7 - 4,427 193,721
At 1st February 2023
- - 32,527 10,002 42,529
- -
Comprehensive income for the year
Dividends paid
- - - - - (2,028) (2,028)
(Note 7)
Repurchase of Company shares (Note 19) - - - - - (1,053) (1,053)
Cancellation of Company shares (Note 19) (18) - - 18 - - -
Share based payment arrangements - (5) - - - 191 186
£3,729 £29,345 £188,717 £25 £ - £11,539 £233,355
At 31st January 2024
Company Share Capital Capital
Share premium Fair value redemption contribution Retained
capital account reserve reserve reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
3,729 29,345 188,717 25 - 11,539 233,355
At 1st February 2024
- - 99,499 - 99,499
- -
Comprehensive income for the year
Dividends paid
- - - - - (3,964) (3,964)
(Note 7)
Repurchase of Company shares (Note 19) - - - - - (835) (835)
Cancellation of Company shares (Note 19) (19) - - 19 - - -
Share based payment arrangements - 11 - - - 402 413
£3,710 £29,356 £288,216 £44 £ - £7,142 £328,468
At 31st January 2025
21. LEASES
Group
The Group has applied IFRS 16: Leases ("IFRS 16") using the retrospective
approach. The Group has one lease, that of its main office premises.
Information about this lease, for which the Group is a lessee, is presented
below.
Right-of-use asset
Land and Buildings
£'000
At 1st February 2023 671
Depreciation charge (164)
At 31st January 2024 £ 507
At 1st February 2024 507
Depreciation charge (165)
At 31st January 2025 £ 342
Lease liabilities
The Group was committed to making the following future aggregate minimum
payments under its leases:
2025 2024
Land and Land and
Buildings Buildings
£'000 £'000
Maturity analysis - contractual undiscounted cash flows:
Earlier than one year 214 214
Between two and five years 230 444
£ 444 £ 658
Lease liabilities included in Consolidated Statement of Financial Position
at 31st January: £ 412 £ 596
Maturity analysis:
Current liabilities (Note 18) 194 180
Non-current liabilities 218 416
£ 412 £ 596
Amounts recognised in profit or loss: 2025 2024
£'000 £'000
Interest on lease liabilities (Note 3) £ 30 £ 39
Amounts recognised in the Consolidated Statement of Cash Flows: 2025 2024
£'000 £'000
Total cash outflow for leases £ (214) £ (214)
Company
There are no right-of-use assets or associated lease liabilities recognised in
the Company's Statement of Financial Position.
22. LOAN AND EQUITY COMMITMENTS
On 26th June 2020 (as amended on 1st June 2023) the Group entered into an
agreement to provide Sage Program Underwriters, Inc. with a loan facility of
USD 300,000. As at 31st January 2025 USD 150,000 had been drawn down, leaving
a remaining undrawn facility of USD 150,000. Any drawdown is subject to
satisfying certain agreed criteria.
On 28th April 2023 the Group entered into an agreement to provide Verve Risk
Services Limited with a loan facility of £569,209 which was drawn down in
full on completion. On 10th September 2024 the facility was increased by a
further £500,000 to £1,069,209 and on 12th September 2024 a further £75,000
was drawn down. As at 31st January 2025 total loans of £644,209 had been
drawn down, leaving a remaining undrawn facility of £425,000.
On 21st December 2023 the Group entered into an agreement to provide Dempsey
Group Limited with a loan facility of £1,570,000. As at 31st January 2025
£1,250,000 had been drawn down, leaving a remaining undrawn facility of
£320,000.
On 27th March 2024 the Group entered into an agreement to provide Devonshire
UW Topco Limited with a loan facility of £1,600,000. As at 31st January 2025
£1,490,125 had been drawn down, leaving a remaining undrawn facility of
£109,875.
On 11th October 2024 the Group entered into an agreement to provide Volt UW
HoldCo Limited with a loan facility of £2,500,000. As at 31st January 2025
£1,200,000 had been drawn down, leaving a remaining undrawn facility of
£1,300,000.
Please refer to Note 26 for details of equity payments made together with loan
facilities offered and amounts drawn down after the year end.
23. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise loans to participating interests,
cash and liquid resources and various other items, such as trade debtors,
trade creditors, other debtors and creditors and loans. These arise directly
from the Group's operations.
It is, and has been throughout the period under review, the Group's policy
that no trading in financial instruments shall be undertaken unless there are
economic reasons for doing so, as determined by the directors.
The main risks arising from the Group's financial instruments are price risk,
credit risk, liquidity risk, interest rate risk, currency risk, new investment
risk, concentration risk, political risk and ongoing geopolitical events and
inflation risk. The Board reviews and agrees policies for managing each of
these risks.
Interest rate profile
The Group has cash and cash equivalent balances of £74,137,000 (2024:
£40,435,000), which are part of the financing arrangements of the Group. The
cash and cash equivalent balances comprise bank current accounts and deposits
placed at investment rates of interest, which ranged up to 5.25% p.a. in the
period (2024: deposit rates of interest ranged up to 5.25% p.a.). During the
year all cash and cash equivalent balances were held in immediate access
accounts or on short term deposits of up to 1 month (2024: all cash balances
were held in immediate access accounts or on short-term deposits of up to 1
month).
Currency hedging
During the year the Group engaged in two currency hedging transactions of USD
3,075,000 and AUD 600,000 (2024: two currency hedging transactions USD
1,075,000 and AUD 600,000) to mitigate the exchange rate risk for certain
foreign currency receivables. These were settled before the year end. A net
loss of £102,901 (2024: net gain of £30,049) relating to these hedging
transactions was recognised under Exchange Movements within the Consolidated
Statement of Comprehensive Income when the transactions were settled. As at
the year end the Group had three currency hedging transactions amounting to
USD 6,200,000, AUD 600,000 and EUR 244,000 which were entered into on 31st
January 2025. The fair values of these hedges are not materially different to
the transaction costs.
Financial liabilities
The Company had no borrowings as at 31st January 2025 (2024: no borrowings).
Fair values
The Group has adopted the amendment to IFRS 7 for financial instruments which
are measured at fair value at the reporting date. This requires disclosure of
fair value measurements by level of the following fair value measurement
hierarchy:
· Level 1: Quoted prices unadjusted in active markets for identical assets or
liabilities;
· Level 2: Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, observed either directly as prices or
indirectly from prices; and
· Level 3: Inputs for the asset or liability that are not based on observable
market data.
Unquoted equity instruments are measured in accordance with the IPEVCV
Guidelines with reference to the most appropriate information available at the
time of measurement. Further information regarding the valuation of unquoted
equity instruments can be found in the section 'Investments - equity
portfolio' under the Accounting Policies (Note 1).
The following presents the classification of the financial instruments at fair
value into the valuation hierarchy at 31st January 2025:
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Assets
Equity portfolio investments designated as "fair value through profit or loss" - - 224,095 224,095
assets
- - £ 224,095 £ 224,095
The Group's classification of the financial instruments at fair value into the
valuation hierarchy at 31st January 2024 are presented as follows:
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Assets
Equity portfolio investments designated as "fair value through profit or loss" - - 165,382 165,382
assets
- - £ 165,382 £ 165,382
Level 3 inputs are sensitive to assumptions made when ascertaining fair value.
Setting the valuation policy is the responsibility of the Valuations
Committee, which is then reviewed by the Board. The policy is to value
investments within the portfolio at fair value by applying a consistent
approach and ensuring that the valuation methodology is compliant with the
IPEVCV Guidelines. Valuations of the investment portfolio of the Group are
performed twice a year, and the half-year valuations are subjected to the same
level of scrutiny and approach as the audited final year accounts by the
Valuations Committee.
Of assets held at 31st January 2025 classified as Level 3, 82% by value (2024:
41%) were valued using a multiple of earnings and 18% (2024: 59%) were valued
using alternative valuation methodologies.
Valuation multiple - the valuation multiple is the main assumption applied to
a multiple of earnings based valuation. The multiple is derived from
comparable listed companies or relevant market transaction multiples.
Companies in the same industry and geography and, where possible, with a
similar business model and profile are selected and then adjusted for factors
including size, growth potential and relative performance. A discount is
applied or a reduced multiple used to reflect that the investment being valued
is unquoted. The multiple is then applied to the earnings, which may be
adjusted to eliminate one-off revenues or costs to better reflect the ongoing
position, or to adjust for any minority interests. The resulting value is the
enterprise value of the investment, after which certain adjustments are made
to calculate the equity value. These adjustments may include debt, working
capital requirements, regulatory capital requirements, deferred consideration
payable, or anything that could be dilutive which is quantifiable. The Group's
investment valuation is then derived from this based upon its shareholding.
The weighted average post discount EBITDA earnings multiple used (based on the
valuations derived) when valuing the portfolio at 31st January 2025 was 13.2x
(2024: 11.4x).
If the multiple used to value each unquoted investment valued on an earnings
basis as at 31st January 2025 moved by 10%, this would have an impact on the
investment portfolio of £21.2m (2024: £8.5m) or 9.4% (2024: 5.1%).
Alternative valuation methodologies - there are a number of alternative
investment valuation methodologies used by the Group, for reasons for specific
types of investment. These may include valuing on the basis of an imminent
sale where a price has been agreed but the transaction has not yet completed,
using a discounted cash flow model, at cost, using specific industry metrics
which are common to that industry and comparable market transactions have
occurred, and a multiple of revenues where the investments are not yet
profitable.
At 31st January 2025 the proportion of the investment portfolio that was
valued using these techniques were: 13% using industry metric (2024: 27%), 4%
using forecast cash flow (2024: 32%) and 1% at cost (2024: 0.02%).
If the value of all the investments valued under alternative methodologies
moved by 10%, this would have an impact on the investment portfolio of £2.7m
(2024: £4.2m) or 1.2% (2024: 2.6%).
24. SHARE BASED PAYMENT ARRANGEMENTS
Joint Share Ownership Plan
During the year to 31st January 2019, B.P. Marsh & Partners Plc entered
into joint share ownership agreements ("JSOAs") with certain employees and
directors.
On 12th June 2018 1,461,302 new 10p Ordinary shares in the Company were issued
and transferred into joint beneficial ownership for 12 employees (including 4
directors) under the terms of joint share ownership agreements. No
consideration was paid by the employees for their interests in the
jointly-owned shares.
The new Ordinary shares were issued into the name of RBC cees Trustee Limited
("the Trustee") as trustee of the B.P. Marsh Employees' Share Trust ("the
Employee Benefit Trust") at a subscription price of 281 pence per share, being
the mid-market closing price on 12th June 2018. Following the acquisition of
the Trustee by JTC Plc on 10th December 2020, the Trustee has since been
rebranded to JTC Employer Solutions Trustee Limited.
The jointly-owned shares are beneficially owned by (i) each of the 7 currently
participating employees (including former employees) and (ii) the trustee of
the Employee Benefit Trust upon and subject to the terms of the JSOAs entered
into between the participating employee, the Company and the Trustee.
Under the terms of the JSOAs, the employees and directors are entitled to
receive on vesting the growth in value of the shares above a threshold price
of 281 pence per share (market value at the date of grant) plus an annual
carrying charge of 3.75% per annum (simple interest) to the market value at
the date of grant to the date of vesting. The Employee Benefit Trust retains
the carrying cost, with 281 pence per share due back to the Company.
On 12th June 2021 (the "vesting date") the performance criteria were met,
after which the members of the scheme became joint beneficial owners of the
shares and therefore became entitled to any gain on sale of the shares in
excess of 312.6 pence per share. Alternatively, the participant and the
Trustee may exchange their respective interests in the jointly-owned shares
such that each becomes the sole owner of a number of Ordinary shares of equal
value to their joint interests.
There were 254,414 shares where the performance criteria was not met on the
vesting date that had been forfeited by departing employees and which remained
unallocated within the Employee Benefit Trust as at 31st January 2022.
During the year to 31st January 2023, 18,155 of the 254,414 unallocated shares
within the Employee Benefit Trust were transferred to the B.P. Marsh SIP Trust
("SIP Trust") to be used as part of the 22-23 SIP awards made in April 2022.
Following this transfer and as at 31st January 2024 there were 1,443,147
shares held within the Employee Benefit Trust, of which there were 236,259
shares where the performance criteria was not met on the vesting date and
which remained unallocated. The Employee Benefit Trust remains the owner of
these unallocated shares and they do not have dividend and voting rights
attached.
On 26th October 2023 following the removal of a dividend waiver and block on
voting rights on the 1,206,888 allocated ordinary shares held by the Employee
Benefit Trust, these ordinary shares became eligible for dividend and voting
rights and therefore became fully dilutive for the Group.
Provided that the shares are eventually sold from the Employee Benefit Trust
for at least 284.5 pence per share on average, the Group would be entitled to
receive £4,106,259 in total.
During the year 681,648 of the shares held within the Employee Benefit Trust
were sold, including 239,400 shares jointly-owned by 3 executive directors of
the Company (of which 74,850 shares were sold by an executive director who
departed during the year). As at 31st January 2025 761,499 shares remained
within the Employee Benefit Trust, of which 236,259 were unallocated.
Of the £4,106,259 receivable by the Group in total, £2,126,259 was received
during the year, leaving a balance outstanding of £1,980,000. As such,
provided that the remaining shares are eventually sold from the Employee
Benefit Trust for at least 260.0p/share on average, the Group will receive
this balance in full.
Share Incentive Plan
During the year to 31st January 2017 the Group established an HMRC approved
Share Incentive Plan ("SIP").
During the year a total of 22,380 ordinary shares in the Company, which were
held in Treasury as at 31st January 2024 (2024: 32,780 ordinary shares in the
Company, of which 4,850 were held in Treasury as at 31st January 2023 and
27,930 were bought back into Treasury during that year) were transferred to
the B.P. Marsh SIP Trust ("SIP Trust"). As a result, a total of 22,380
ordinary shares in the Company were available for allocation to the
participants of the SIP (2024: 32,780 ordinary shares were available for
allocation).
On 11th April 2024, a total of 12 eligible employees (including 3 executive
directors of the Company) applied for the 24-25 SIP and were each granted 746
ordinary shares ("24-25 Free Shares"), representing approximately £3,600 at
the price of issue.
Additionally, on the same date, all eligible employees were also invited to
take up the opportunity to acquire up to £1,800 worth of ordinary shares
("Partnership Shares"). For every Partnership Share that an employee acquired,
the SIP Trust offered two ordinary shares in the Company ("Matching Shares")
up to a total of £3,600 worth of shares. All 12 eligible employees (including
3 executive directors of the Company) took up the offer and acquired the full
£1,800 worth of Partnership Shares (373 ordinary shares) and were therefore
awarded 746 Matching Shares.
The 24-25 Free and Matching Shares are subject to a 1 year forfeiture period.
A total of 22,380 (2024: 32,780) Free, Matching and Partnership Shares were
granted to the 12 (2024: 11) eligible employees during the year, including
5,595 (2024: 8,940) granted to 3 (2024: 3) executive directors of the Company.
86,150 ordinary shares were withdrawn from the SIP Trust during the year due
to the departure of three employees, including 33,024 ordinary shares
withdrawn by a departing executive director of the Company (2024: No
withdrawals).
As at 31st January 2025, and after adjusting for a total of 106,101 ordinary
shares withdrawn from the SIP Trust by employees on departure and 11,318
ordinary shares forfeited on departure (since inception), a total of 228,537
Free, Matching and Partnership Shares had been granted to 11 eligible
employees under the SIP, including 101,787 granted to 3 executive directors of
the Company.
£85,780 of the IFRS 2 charges (2024: £77,492) associated with the award of
the SIP shares to 12 (2024: 11) eligible directors and employees of the
Company has been recognised in the Statement of Comprehensive Income as
employment expenses (Note 5).
The results of the SIP Trust have been fully consolidated within these
financial statements on the basis that the SIP Trust is effectively controlled
by the Company.
Share Option Plan
On 6th September 2023 the Group established a new employee Share Option Plan
("SOP").
On 17th October 2023 Share Options ("Options") over 1,682,500 ordinary shares
of 10p each in the Company, in aggregate, were granted to 12 employees,
including 3 executive directors of the Company.
The total number of Options available for allocation amounted to 1,685,970,
which represented 4.5% of the Company's total ordinary shares in issue at the
time the SOP was adopted. 3,470 Options remained unallocated as at 31st
January 2025.
Each of the Options will vest, on a ratchet basis, subject to certain Net
Asset Value growth targets being achieved for the three consecutive financial
years ending 31st January 2024, 31st January 2025 and 31st January 2026
("Performance Period"). The first exercise date is 6th September 2026 whereby
50% of vested Options will be exercisable at 10p per share, with the remaining
50% exercisable at 10p per share from 6th September 2027.
The number of Options which vest will vary depending on the level of Net Asset
Value growth achieved, subject to the growth performance criteria as set out
below, alongside the percentage of Options that will vest at each value:
Compounded annual growth of Net Asset Value over the Performance Period % vesting of Options
Less than 8.5% 0%
Between 8.5% and less than 9.25% 25%
Between 9.25% and less than 10% 50%
10% or above 100%
For these purposes, Net Asset Value is defined as "audited Total Assets less
Total Liabilities for the consolidated Group plus any dividends or other form
of shareholder return that are paid in the relevant Financial Year".
Therefore, for all Options to vest, the Net Asset Value (as defined above)
would need to exceed £252.2m, adjusted for any shareholder distributions.
The details of the arrangements are described in the following table:
Nature of the arrangement Share options
Form of option Asian options
Type of option Nominal-cost option
Date of grant 17th October 2023
Number of instruments granted 1,682,500
Exercise price (pence) 10.00
Share price (market value) at grant (pence)
354.22
Vesting period (years) 3 years
Vesting conditions The recipient must remain an employee throughout the vesting period. The
awards vest after 3 years or earlier resulting from either:
a) a change of control resulting from a person, or another company,
obtaining control of the Company either (i) as a result of a making a General
Offer; (ii) pursuant to a court sanctioned Compromise or Scheme of
Arrangement; or (iii) in consequence of a Compulsory Acquisition; or
b) a person or another company becoming bound or entitled to acquire
shares in the Company pursuant to sections 974 to 991 of the Companies Act
2006; or
c) a winding up.
In such circumstances, an Option may be exercised at any time during the
period of six months following the date of the event. Any Option not exercised
within this period shall lapse immediately upon the expiry of the six-month
period.
If a Participant ceases to be a Group Employee before the Vesting Date by
reason of being a Good Leaver, the Pro-rated Portion of their Option shall be
capable of vesting on the Cessation Date.
If a Participant ceases to be a Group Employee by reason of being a Good
Leaver after the Vesting Date but before the Exercise Date the Participant
shall be entitled to exercise the vested Shares of such a vested Option at any
time after the Exercise Date.
Performance period The three consecutive financial years beginning 1st February 2023 (i.e. the
three periods ending on 31st January 2026)
Net Asset Value at which Options vest 10% compound annual growth over the Performance Period, or a Net Asset Value
threshold of £252.2m, adjusted for any shareholder distributions, with the
percentage of Options vesting as follows:
Compound Annual Growth achieved:
Less than 8.5%: 0% vest
Between 8.5% and less than 9.25%: 25% vest
Between 9.25% and less than 10%: 50% vest
10% or above: 100% vest
Exercise period 50% of the vested options may be exercised immediately after the end of the
Performance Period or 6th September 2026 (whichever is the latter) with the
remaining 50% being capable of exercise after 6th September 2027
Expected volatility 19% annual volatility
Risk free rate 5%
Expected annual dividends (pence) 2.78
Settlement Cash settled on sale of shares
% expected to vest (based upon leavers) 80%
Number expected to vest 1,346,000
Valuation model Monte Carlo techniques using the assumptions of Geometric Brownian Motion
Fair value per granted instrument (pence) 75.24
Charge for year ended 31st January 2025 £305,924
£305,924 of the IFRS 2 charges (2024: £89,437) associated with the grant of
the SOP options to 12 (2024: 12) eligible directors and employees of the
Company has been recognised in the Statement of Comprehensive Income as
employment expenses.
Since the year end, and as announced on 27th March 2025, 490,000 Options have
been granted following the lapse of 490,000 Options due to departing
employees, 200,000 of which had previously been granted to a former executive
director (as announced on 15th November 2023). These Options have been
reallocated to the 11 currently eligible employees under the scheme, including
3 executive directors of the Company.
25. RELATED PARTY DISCLOSURES
The following loans owed by the investee companies (including their
subsidiaries and other related entities, and including loans to management
where indicated) of the Company and its subsidiaries were outstanding at the
year end:
2025 2024
£ £
Alchemy Underwriting Limited 6,000,000 6,000,000
Dempsey Group Limited 1,250,000 500,000
The Fiducia MGA Company Limited 999,000 1,481,000
LEBC Holdings Limited - 3,300,000
Paladin Holdings Limited - 5,900,500
Pantheon Specialty Group Limited - 4,536,000
Pantheon Specialty Limited (formerly Denison and Partners Limited) 670,000 670,000
Verve Risk Services Limited 644,209 569,209
Devonshire UW Limited 1,490,125 -
Volt UW Limited 1,200,000 -
SRT & Partners Limited 2,350,000 -
AUD AUD
Agri Services Company PTY Limited 1,200,000 1,200,000
USD USD
XPT Group LLC (including management loans) 12,287,675 6,000,000
Sage Program Underwriters, Inc. 150,000 150,000
SGD SGD
Criterion Underwriting Pte Limited 120,000 120,000
EUR EUR
CEE Specialty s.r.o. (including management loans)
487,860 -
The loans are typically secured on the assets of the investee companies and an
appropriate interest rate is charged based upon the risk profile of that
company.
In the current year a provision of £74,354 was made
against a loan provided to Brown & Brown (Europe) Holdco Limited ("Brown
and Brown"). The loan of £524,253 was made to Brown and Brown in the prior
year in relation to the Group's disposal of its investment in Kentro Capital
Limited in October 2023, alongside other major selling shareholders in respect
of certain identified indemnities under the Sale and Purchase Agreement. In
the current year, following notification of the actual specified claims,
against which the £74,354 provision was made, the Group received repayment of
the remaining loan balance of £449,899. No further amounts are expected to be
recovered in relation to this loan.
The loans of £425,831 to Bastion Reinsurance Brokerage (PTY) Limited (2024:
£425,831), £665,000 to Bulwark Investment Holdings (PTY) Limited (2024:
£665,000) and £1,450,778 to Property and Liability Underwriting Managers
(PTY) Limited (2024: £1,450,778) have been written off as these businesses
are in the process of being dissolved with no expectation of recovery.
Income receivable, consisting of consultancy fees, interest on loans and
dividends recognised in the Consolidated Statement of Comprehensive Income in
respect of the investee companies (including their subsidiaries and other
related entities) of the Company and its subsidiaries for the year were as
follows:
2025 2024
£ £
Agri Services Company PTY Limited 171,802 190,685
Alchemy Underwriting Limited 738,904 254,110
Asia Reinsurance Brokers Pte Limited - 17,702
ATC Insurance Solutions PTY Limited 595,207 457,722
Brown & Brown (Europe) Holdco Limited 35,445 5,399
CEE Specialty s.r.o. 93,292 -
Dempsey Group Limited 119,936 87,505
Devonshire UW Topco Limited 209,677 -
The Fiducia MGA Company Limited 145,686 192,946
Kentro Capital Limited - 637,709
LEBC Holdings Limited 598,129 854,337
Lilley Plummer Holdings Limited 669,919 441,643
Neutral Bay Investments Limited 122,394 118,508
Paladin Holdings Limited 141,357 1,208,851
Pantheon Specialty Group Limited 1,299,372 180,292
Pantheon Specialty Limited (formerly Denison and Partners Limited) 78,120 85,926
Sage Program Underwriters, Inc. 51,915 51,813
SRT & Partners Limited 119,260 -
Stewart Specialty Risk Underwriting Limited 691,862 674,610
Verve Risk Services Limited 116,461 132,166
Volt UW HoldCo Limited 123,541 -
XPT Group LLC 1,603,424 1,828,713
In addition, the Group made management charges of £41,000 (2024: £39,000) to
the Marsh Christian Trust ("the Trust"), a grant making charitable Trust, of
which Brian Marsh, the Executive Chairman and a significant shareholder of the
Company, is also the Trustee and Settlor.
The Group also made management charges of £9,600 (2024: £8,000) to Brian
Marsh Enterprises Limited ("BME"). Brian Marsh, the Chairman and a significant
shareholder of the Company is also the Chairman and majority shareholder of
BME.
All the above transactions were conducted on an arms-length basis.
Of the total dividend payments made during the year of £3,963,981,
£1,571,327 was paid to the directors or parties related to them (2024: total
dividend payments of £2,028,206, of which £857,193 was paid to the directors
or parties related to them).
26. EVENTS AFTER THE REPORTING DATE
Group
On 19th March 2025 the Group provided Pantheon Specialty Group Limited
("Pantheon") with further loan funding of £1,000,000. As at 31st January 2025
no loans were outstanding to the Group from Pantheon, and following the
aforementioned draw down total loans stand at £1,000,000 at the date of this
report.
As at 31st January 2025 the Group had provided loans of £1,200,000 from a
total loan facility of £2,500,000 to Volt UW HoldCo Limited. On 20th March
2025 a further £300,000 was drawn down. Total loans stand at £1,500,000,
with a remaining undrawn facility of £1,000,000 at the date of this report.
On 27th March 2025 490,000 Options were granted under the Group's Share Option
Plan ("SOP") following the lapse of 490,000 Options due to departing
employees, 200,000 of which had previously been granted to a former executive
director (as announced on 15th November 2023). These Options have been
reallocated to the 11 currently eligible employees under the scheme, including
3 executive directors of the Company.
On 16th April 2025 the Group received further consideration of £9,172,141
from the disposal of its investment in Paladin Holdings Limited ("Paladin") to
Specialist Risk Group Limited which completed on 22nd March 2024. The payment
represents the first tranche of deferred contingent consideration due to the
Group which is based upon Paladin achieving 20% EBITDA growth targets above
its actual adjusted EBITDA for 2023 in respect of its 2024 financial year and
brings the total consideration received by the Group to £53,187,903 at the
date of this report. As outlined in Note 12, the Group will be entitled to
receive further deferred contingent consideration if this growth target is
also achieved in respect of Paladin's 2025 financial year, payable in 2026.
There is also the possibility for the Group to receive further consideration
in FY25 should Paladin outperform these growth targets.
On 17th April 2025, the Group announced a new Share Buy-back Programme,
replacing the policy previously announced on 11th June 2024 (and subsequently
updated on 2nd October 2024 and 31st October 2024). The Group has entered into
an irrevocable commitment with Singer Capital Markets to manage the Programme
through a non-discretionary programme, repurchasing the Company's Ordinary
Shares on its behalf, for up to a maximum aggregate consideration of
£2,000,000 (previously £1,000,000), and within certain defined parameters.
Singer Capital Markets will make trading decisions in relation to the buyback
of Ordinary Shares independently of the Company within the programme terms and
will therefore have the ability to trade during close periods. Share
repurchases will take place in open market transactions and may be made from
time to time depending on market conditions, share price, trading volume and
other terms. The maximum price paid per Ordinary Share will be no more than
the higher of (a) 5% (previously 10%) above the average middle market
quotations for an Ordinary Share (as derived from the AIM Appendix to the
London Stock Exchange Daily Official List) for the five business days
immediately prior to the day the purchase is made and (b) the higher of the
price of the last independent trade and the highest current independent
purchase bid for Ordinary Shares on the trading venue where the purchase is
carried out. At a General Meeting held on 2nd June 2025, shareholders approved
the renewal of the Company's general authority to purchase a maximum of 10% of
the Company's issued ordinary share capital. Shareholders also authorised the
Company to make such purchases without triggering a mandatory offer obligation
on the Brian Marsh Concert Party, provided that the resultant shareholding of
the Brian Marsh Concert Party does not exceed 42.5%. of the ordinary shares in
issue (excluding any held in treasury).
On 23rd April 2025 the Group acquired an 8% equity stake in iO Finance
Partners Topco Limited ("iO Partners"), via a mixture of preferred and
ordinary shares, for consideration of £10,000,000. iO Partners is a
buy-and-build opportunity within the alternative financing market, intending
to bring together a diverse group of alternative finance providers to support
and grow the UK economy and SME market.
On 9th May 2025, following a successful Secondary Share Placing, new investors
became shareholders in the Company through a two-stage secondary share
acquisition, as existing investors increased their holdings and new investors
became shareholders via transactions facilitated by the sale of shares by PSC
UK Pty Limited, a subsidiary of The Ardonagh Group Limited. 1,936,881 ordinary
shares, representing approximately 5.2% of the Company's issued share capital,
were successfully placed with institutional investors at a price of 630p per
share, totalling £12,202,350. Following strong residual demand, a further
1,822,183 shares (approximately 4.9% of issued capital) were sold to a single
institutional investor, Wellington Management Group LLP. The Group did not
receive any of the £23,682,103 gross proceeds from the transactions.
On 30th May 2025 the Group completed the disposal of its c.19.7% investment in
Sterling Insurance PTY Limited ("Sterling"), held via a 49.9% equity holding
in Neutral Bay Investments Limited. Sterling was acquired by ATC Insurance
Solutions PTY Limited ("ATC"), in which the Group is also a shareholder. Under
the terms of the transaction ATC has acquired 100% of Sterling and the Group's
consideration for the sale of AUD 6,542,481 (c.£3.1m) will be received in
shares in ATC. The expected consideration to be received (subject to foreign
exchange translation) is in line with the Group's carrying value of Sterling
at 31st January 2025. Following receipt of the consideration, the Group's
shareholding in ATC will increase from 25.56% as at 31st January 2025 to
27.0%.
On 4th June 2025 the Group acquired a 49% equity stake in Amiga Specialty
Holdings Limited ("Amiga") for a nominal consideration of £49. Amiga is a
start-up entity which is looking to build an international specialty
underwriting agency, with a diverse portfolio of specialty products across key
international markets, both organically and via a targeted M&A strategy.
The Group also provided Amiga with a loan facility of up to £10,000,000, of
which £500,000 was drawn down on completion, with a remaining undrawn
facility of £9,500,000 at the date of this report.
On 5th June 2025, LEBC Holdings Limited ("LEBC"), an investee company of the
Group, received the first tranche of deferred contingent consideration due
over a three year earn-out period in respect of the sale of 100% of Aspira
Corporate Solutions Limited ("Aspira"), a wholly-owned subsidiary of LEBC, to
Titan Wealth Holdings Limited which completed in April 2024. The Group is
expecting to receive its pro-rata share of the deferred contingent
consideration of c.£5,900,000 once onward distribution of the proceeds has
been finalised by LEBC. Further proceeds are expected to be received by the
Group in 2026 and 2027 and as part of the first payment, all future
performance criteria required for the payment of the remaining two deferred
consideration payments have been removed.
Company
On 30th May 2025 the Company's subsidiary undertaking, B.P. Marsh &
Company Limited, paid a dividend of £16,500,599 (6.549 pence per share) to
the Company. This distribution was made in order to provide the Company with
sufficient aggregate distributable reserves to allow for the payment of future
dividends and to undertake share buy-backs.
27. FINANCIAL RISK MANAGEMENT
This note explains the Group's exposure to financial risks and how these risks
could affect the Group's future financial performance. Current year profit and
loss information has been included where relevant to add further context.
The Group's operations expose it to a variety of financial risks. The Group
manages the risk to limit the adverse effects on the financial performance of
the Group by monitoring those risks and acting accordingly.
The monitoring of the financial risk management is the responsibility of the
Board. The policies of the Board of directors are implemented by the Group's
various internal departments under specific guidelines.
The Group is a selective investor and each investment is subject to an
individual risk assessment through an investment approval process. The Group's
Investment Committee is part of the overall risk management framework. The
risk management processes of the Company are aligned with those of the Group
and both the Group and the Company share the same financial risks.
Price risk
The Group is exposed to private equity securities price risk as it invests in
unquoted companies. The Group manages the risk by ensuring that a director of
the Group is appointed to the board of each investee company. In this
capacity, the appointed director can advise the Group's Board of the investee
companies' activities and prompt action can be taken to protect the value of
the investment. Monthly management reports are required to be prepared by
investee companies for the review of the appointed director and for reporting
to the Group Board.
A 10% change in the fair value of those investments would have the following
direct impact on the Consolidated Statement of Comprehensive Income:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Fair value of investments - equity portfolio
224,095 165,382 290,359 190,860
Impact of a 10% change in fair value on Consolidated Statement of
Comprehensive Income
22,410 16,538 29,036 19,086
Credit risk
The Group is subject to credit risk on its unquoted investments, cash and
deposits. The maximum exposure is the amount stated in the Consolidated
Statement of Financial Position.
The credit quality of unquoted investments, which are held at fair value and
include debt and equity elements, is based on the financial performance of the
individual portfolio companies. The credit risk relating to these assets is
based on their enterprise value and is reflected through fair value movements.
The Group is exposed to the risk of default on the loans it has made available
to investee companies. The loans rank in preference to the equity shareholding
and the majority are secured by a charge over the assets of the investment.
The Group manages the risk by ensuring that there is a director of the Group
appointed to the board of each of its investee companies. In this capacity,
the appointed director can advise the Group's board of investee companies'
activities and prompt action can be taken to protect the value of the loan,
such that the directors believe the credit risk to the Group is adequately
managed. When a loan is assessed to be likely to be in default then the Group
will review the probability of recoverability, and if necessary, make a
provision for any amount considered irrecoverable.
The Group's cash is held with a variety of different counterparties with 100%
(2024: 100%) held with A rated institutions.
Liquidity risk
The Group invests in unquoted early stage companies. The timing of the
realisation of these investments can be difficult to estimate. The directors
assess and review the Group's liquidity position and funding requirements on a
regular basis and this is an agenda item for its Board meetings. A key
objective is to ensure that the income from the portfolio covers operating
expenses such that funds available for investment are not used for working
capital. The Group regularly reviews the cash flow forecast to ensure that it
has the ability to meet commitments as they fall due and to manage its working
capital. The Board considers that the Group has sufficient liquidity to manage
current commitments.
As at 31st January 2025 the Group had no borrowings (31st January 2024: no
borrowings).
Interest rate risk
Interest rate risk arises from changes in the interest receivable on cash and
deposits, on loans issued to investment companies and on certain preferred
dividend mechanisms linked to an interest rate. In addition, the risk arises
on any borrowings with a variable interest rate. At 31st January 2025, the
Group did not have any interest bearing liabilities but did have interest
bearing assets. The majority of loans provided by the Group are subject to a
minimum interest rate to protect the Group from a period of low interest
rates, and also a hurdle rate linked to the UK Base Rate.
An increase of 100 basis points, based upon the Group's closing balance sheet
position of its interest bearing assets, excluding any future contractual loan
repayments and loan balances provided against at the year end, over a 12-month
period, would lead to an approximate increase in total comprehensive income of
£270,000 for the Group (2024: £281,000 increase).
Currency risk
The Group currently has substantial exposure to foreign investment and derives
income outside the UK. As such some of the Group's income and assets are
subject to movement in foreign currencies which will affect the Consolidated
Statement of Comprehensive Income in accordance with the Group's accounting
policy. The Board monitors the movements and manages the risk accordingly.
At 31st January 2025, 65% of the Group's net assets were sterling denominated
(2024: 66%). The Group's general policy remains not to hedge its foreign
currency denominated investment portfolio.
The Group's net assets in US Dollar, Australian Dollar, Euro and all other
currencies combined are shown in the table below. The sensitivity analysis has
been undertaken based upon the sensitivity of the Group's net assets to
movements in foreign currency exchange rates, assuming a 10% movement in
exchange rates against sterling. The sensitivity of the Company to foreign
exchange risk is not materially different from the Group.
Australian dollar
As at 31st January 2025 Sterling US dollar Euro Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Net assets 212,004 37,171 60,205 2,760 14,270 326,410
Sensitivity analysis
Assuming a 10% movement of exchange rates against sterling
Impact on net assets N/A (3,352) (5,132) (1,297) (9,800)
(19)
Australian dollar
As at 31st January 2024 Sterling US dollar Euro Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Net assets 152,386 25,540 39,375 - 11,870 229,171
Sensitivity analysis
Assuming a 10% movement of exchange rates against sterling
Impact on net assets N/A (2,294) (3,363) (1,079) (6,736)
-
New investment risk
An inherent risk of realising an investment is the loss of a performing asset
and a potential lack of suitable new investments to replace the lost income
and capital growth. Prior to reinvestment, returns on cash can be
significantly lower, which may reduce underlying profitability on a short-term
basis until funds are reinvested. The Group has an active Investment
Department which continues to receive a strong pipeline of new investment
opportunities. In addition, there is often potential for further investment
within the Group's existing portfolio.
Concentration risk
Although the Group only invests in financial service businesses, and
specifically insurance intermediaries, the Group has a wealth of experience in
this specific sector. It seeks to manage concentration risk by making
investments across a variety of geographic areas, development stages of
business and classes of product. Quantitative data regarding the concentration
risk of the portfolio across geographies can be found in the Segmental
Reporting analysis in Note 2.
Political risk
As a UK domiciled business with overseas investments, the Group is exposed to
the risks associated with changes in UK foreign policy and overseas political
regimes. The Board is continually assessing the impact of these on the Group
and its underlying investments, however the direct impact on the Group's
investment portfolio of these has not been material to date. It remains the
Group's intention to continue to invest into the international financial
services market. As outlined under 'Currency risk' above, the Group continues
to monitor the movements in its foreign currency denominated income and assets
and manages this risk accordingly.
Ongoing geopolitical events and inflation risk
The Group is exposed to the risks associated with the ongoing geopolitical
events. The Board continually assesses the potential impact of such events and
the potential impact on the Group and its underlying investments. Whilst the
Group may not have any direct investments in the affected regions, the impact
on the wider global economy and associated disruption to capital markets,
foreign exchange volatility, price inflation and supply chain issues could
affect both the Group's operations and those of its investment portfolio,
which could, in turn, impact the future performance of the Group.
The Board is continually assessing the wider economic impact of such events on
the Group and its investment portfolio and whilst there has been price
inflation which has led to interest rate increases, and volatility within
foreign exchange currency rates, certain investments within the Group's
portfolio have seen premium rate increases and thus increased commission.
Therefore at the current time the Group does not consider these events and
inflation to have had a material impact upon the Group.
28. ULTIMATE CONTROLLING PARTY
The directors consider there to be no ultimate controlling party.
Notice
The financial information set out above does not constitute B.P. Marsh &
Partners Plc's statutory accounts for the year to 31 January 2025 but is
derived from those accounts. The statutory accounts for the year to 31 January
2025 have not yet been delivered to the Registrar of Companies. The auditors
have reported on those accounts and have given the following opinion:-
· the financial statements give a true and fair view of the state
of the Group's and of the Parent Company's affairs as at 31 January 2025 and
of the Group's profit for the year then ended;
· the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the Parent Company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Approval
The financial statements were approved by the Board of Directors on 9 June
2025 for their release on 10 June 2025.
-Ends-
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