REG - B.P. Marsh &Partners - Final Results for the Year to 31 January 2026
Today 07:02
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RNS Number : 7825F B.P. Marsh & Partners PLC 27 May 2026
27 May 2026
B.P. Marsh & Partners Plc
("B.P. Marsh", "the Company" or "the Group")
Final Results for the Year ended 31 January 2026
Continued strong performance; well positioned for future growth
B.P. Marsh & Partners Plc (AIM: BPM), the specialist private equity
investor in early-stage financial services businesses, announces its audited
final results for the year ended 31 January 2026 and changes to the
composition of the Board.
Highlights:
· Net Asset Value ("NAV") growth of £33.8m (10.3%) to £360.2m (2025:
£326.4m)
· Total shareholder return of £41.7m (12.8%)
· £8.0m of dividends (21.64p per share) paid in the year ended 31
January 2026 (2025: £4.0m)
· £13.0m of dividends (36.29p per share) paid or proposed in the year
to 31 January 2027
· £7.0m of dividends (19.54p per share) intended to be paid in the
year to 31 January 2028
· Consolidated profit before tax of £49.0m (2025: £104.7m)
· Undiluted NAV per share increased to 1009.9p (2025: 890.0p) and fully
diluted NAV per share increased to 959.8p (2025: 847.3p)
· Two disposals totalling £30.7m: Stewart Specialty Risk Underwriting
Limited and Sterling Insurance Pty Limited
· Eight new equity investments completed; two new equity investments
post year-end
· Brian Marsh transitions from Non-Executive Chairman to Founder and
Life President
· Rebecca Shelley is appointed Non-Executive Chair of the Board of B.P.
Marsh
· Barrie Cornes is appointed as an Independent Non-Executive Director
Investor presentation:
The Company will host a presentation for all existing and potential
shareholders via the Investor Meet Company platform on 27 May 2026 at 11:00am
BST. Investors can submit questions pre-event via their Investor Meet Company
dashboard up until 09:00am today or at any time during the live presentation.
Investors can sign up to Investor Meet Company 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.
For further information on B.P. Marsh, its strategy and current portfolio,
please visit www.bpmarsh.co.uk (http://www.bpmarsh.co.uk/) or contact:
B.P. Marsh & Partners Plc +44 (0)20 7233 3112
Daniel Topping / Alice Foulk
Nominated Adviser & Joint Corporate Broker: +44 (0)20 7496 3000
Singer Capital Markets Advisory LLP
Charles Leigh-Pemberton / Peter Steel / James Todd
Joint Corporate Broker: +44 (0)20 7597 5970
Investec Bank plc
Christopher Baird / Maria Gomez de Olea
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
About B.P. Marsh
B.P. Marsh & Partners Plc (AIM: BPM) is a specialist investor in early
stage and small to medium-sized financial services intermediary businesses,
with a particular focus on the insurance sector. Bridging the gap to
traditional private equity funding rounds, B.P. Marsh takes a typical initial
equity stake of up to £5m, often complemented by loans, and is able to
tailor its investment model to each opportunity. Taking a long-term view of
its investments, with an average holding period of around seven years, the
Group supplies strategic insight and capital while empowering entrepreneurial
management teams to grow their businesses.
The B.P. Marsh portfolio is diversified by geography and class of business,
spanning insurance brokers, underwriting agencies and financial advisers in
the UK, Europe, North America and other international markets. For further
information, including details of the current portfolio and recent exits,
please visit: www.bpmarsh.co.uk
(https://eur01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.bpmarsh.co.uk%2F&data=05%7C02%7Clashkari%40bpmarsh.co.uk%7C8d10a1ee5599402ebddd08de7a9a9493%7Cd58f5870d442482980eb264f897e39b8%7C0%7C0%7C639083001845603409%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=6%2FmxiEnPvMh7pOasZ1W1Cfa1689RFpry0%2B6BrmxEi1c%3D&reserved=0)
.
Statement by the Founder and Life President:
"This announcement marks a significant moment in the history of B.P. Marsh
& Partners Plc. On 26 May 2026, I stepped down from the Board, having
served as Executive Chairman from the Company's foundation in 1990 until 1
December 2025, and as Non-Executive Chairman thereafter. I am proud and
honoured to continue my association with the Group as Founder and Life
President.
When I founded B.P. Marsh my belief was simple: that patient, partnership-led
investment alongside talented entrepreneurial management teams could create
exceptional long-term value. More than three decades on, with Net Asset Value
having grown to £360.2m and a portfolio spanning international insurance and
financial services markets, I believe that philosophy continues to be valid.
The year ended 31 January 2026 was another period of strong progress for the
Group, with NAV increasing by 10.3%, and total shareholder return of £41.7m
(12.8%).
What gives me greatest pride, however, is not simply the financial
performance, but the culture and reputation that the business has built over
many years, one based on integrity, long-term thinking and genuine
partnership. I am enormously grateful to the team, my fellow Directors, our
employees and all of our portfolio company partners for their continued hard
work, commitment and stewardship of the business.
Alongside the growth of the Group, I am also proud of the work of the Marsh
Charitable Trust, established in 1981, which today supports more than 540
organisations across the United Kingdom. Supporting the communities and
sectors that shaped my career has always been deeply important to me.
Finally, I would like to thank our shareholders for the trust and support they
have shown B.P. Marsh over so many years. The Group is exceptionally well
positioned for the future, and I look forward to working with the team in my
role going forward continuing the success in the years ahead."
Brian Marsh OBE
Founder & Life President
27 May 2026
Statement by the Non-Executive Chair of the Board
I am delighted to have been appointed Non-Executive Chair of B.P. Marsh &
Partners plc on 26 May 2026, following Brian Marsh's transition to his new
role as Founder and Life President. Whilst I was not in post during the
financial year under review, it is clear from the results and activity
outlined throughout this announcement that the Group enters this new chapter
from a position of considerable strength. The results reflect another year of
strong growth and shareholder returns.
The Group has a strong balance sheet, a healthy pipeline of opportunities and
an experienced management team under the leadership of Daniel Topping as Chief
Executive Officer. I look forward to working closely with the Board and
executive team as the Group continues its next phase of development.
I would also like to recognise Brian Marsh's exceptional contribution to the
business and thank him for the strong foundations, culture and investment
philosophy he created as his enduring legacy to the Group.
Finally, I would like to thank our shareholders for their continued support
and confidence in B.P. Marsh.
Rebecca Shelley
Non-Executive Chair
27 May 2026
Chief Executive Officer Statement
The Group has delivered another year of strong strategic and financial
progress, continuing to demonstrate the resilience and scalability of B.P.
Marsh's long-term partnership-led investment model.
For the year ended 31 January 2026, the valuation of the equity portfolio
increased by 21.4%, adjusting for investments and realisations, while Net
Asset Value increased by 10.3%. This performance was achieved alongside
significant portfolio activity, including two realisations, eight new
investments, multiple follow-on investments into existing high-performing
portfolio companies and continued shareholder distributions through dividends
and share buy-backs.
The year was characterised by disciplined capital allocation and the continued
expansion of the Group's international specialty finance and insurance
distribution portfolio. B.P. Marsh increased exposure to several of its
strongest-performing investments, including Pantheon, XPT and ATC, whilst also
deploying capital into a new generation of high-growth insurance
intermediaries, underwriting agencies and complementary financial services
businesses. Many of these investments were established alongside experienced
management teams with proven sector expertise and, in several cases, leading
institutional co-investors.
The Group's portfolio companies now collectively generate in excess of £2.3bn
of insurance premium globally, reflecting the scale and maturity of the
underlying platform that has been built over recent years. The portfolio
remains diversified across brokers, underwriting agencies and specialist
insurance services businesses operating across the UK, North America,
Australia, Europe and Asia.
Alongside continued investment activity, the Group completed two realisations
during the year. Most notably, the disposal of Stewart Specialty Risk
Underwriting Limited to Ryan Specialty generated proceeds of £28.3m and an
IRR of 89.9%, further evidencing the Group's ability to identify and support
high-quality entrepreneurial businesses and realise value over time. The Group
also completed the disposal of Sterling Insurance Pty Limited into ATC,
increasing its strategic shareholding in one of Australia's leading
independent underwriting agencies.
The Board continued to focus on shareholder returns and disciplined balance
sheet management throughout the year. In aggregate, the Group has paid and/or
proposed approximately £28.0m of dividends across the financial years 31
January 2026, 2027 and 2028, alongside continued share buy-backs aimed at
enhancing shareholder value and managing the discount to NAV.
Whilst commercial insurance pricing softened across certain markets during the
year, the Board believes the Group's portfolio remains comparatively well
insulated from broader market cycles. A significant proportion of the Group's
investments are early-stage or recently established businesses focused
predominantly on generating new business opportunities, rather than relying
heavily on the renewal of historically priced insurance portfolios. As a
result, many portfolio companies are driven more by entrepreneurial growth,
talent acquisition, product development and market share expansion than by
prevailing premium rate conditions alone. In addition, the Group's focus on
specialist and niche sectors, together with the fee and commission-based
nature of many portfolio companies, continues to provide resilience against
wider rating pressure across the insurance market.
The Group also continues to benefit from long-term structural trends within
the insurance sector, including ongoing market consolidation, demand for
specialist expertise and increasing entrepreneurial activity within niche
markets.
The Group's performance over the long term continues to demonstrate the
strength and consistency of B.P. Marsh's specialist investment model. Since
flotation, NAV has increased from approximately £40.6m to £360.2m as at 31
January 2026, representing an 11.0% compound annual growth rate over the
period, whilst NAV per share growth has significantly outperformed relevant
AIM benchmarks over the long term.
Importantly, the Group has also demonstrated an increasing ability to
translate portfolio growth into substantial realised cash returns. Over the
last five years, the Group has completed a number of highly successful
disposals, including Kentro Capital, CBC, Lilley Plummer Risks, Sterling
Insurance and Stewart Specialty Risk Underwriting. Across the Group's
highlighted realisations during this period, aggregate investment proceeds
totalled approximately £178.9m from aggregate invested capital of £20.6m,
representing an aggregate money multiple of 8.7x. These exits have generated
significant realised profits and cash proceeds for the Group, supporting both
reinvestment into new opportunities and meaningful shareholder distributions.
The Board believes this long-term track record reflects the enduring strength
of the Group's investment philosophy: identifying talented entrepreneurial
management teams early, supporting them patiently over the long term and
realising value at scale when appropriate opportunities arise. This philosophy
was established by Brian Marsh over more than three decades and remains
embedded at the core of the Group today.
Brian began his career in insurance broking and underwriting at Lloyd's of
London in the early 1960s. Over more than sixty years in the market, he built
an unparalleled understanding of the insurance sector; how businesses are
conceived, how they grow, and how genuine value is created through partnership
rather than simply through capital. From 1979 to 1990, he served as Chairman
of Nelson Hurst & Marsh (Holdings) Ltd, before founding B.P. Marsh &
Partners in 1990 with a starting capital of £2.5m and a clear, long-term
philosophy that has never wavered.
For 35 years, Brian served as Executive Chairman of the Company he built,
guiding it from a private vehicle to an AIM-listed firm with a NAV exceeding
£350m and a portfolio spanning the globe. The Group has invested in over 60
financial services businesses, building lasting partnerships with management
teams, championing entrepreneurialism in insurance, and setting a standard for
patient, responsible capital allocation that remains the foundation of
everything B.P. Marsh does.
Beyond his business achievements, Brian is the Founder and Chairman of the
Marsh Charitable Trust, established in 1981 which now supports over 540
organisations across the United Kingdom. His commitment to giving back to the
communities and sectors that shaped him is a reflection of the same values
that have always guided his approach to investment: integrity, long-term
thinking, and genuine care for the people around him.
In May 2026, Brian stepped back from his governance responsibilities, becoming
Founder and Life President. His legacy is not only the Company he founded, but
the culture, philosophy and people: a firm that continues to invest in the way
he always believed it should.
The Board and the entire team at B.P. Marsh are proud to recognise Brian's
exceptional contribution and remain deeply grateful for the foundation he has
built and look forward to working with him in his new role.
The Board and management team are also pleased to welcome Rebecca Shelley as
Non-Executive Chair of the Company and Independent Non-Executive Director, and
Barrie Cornes as an Independent Non-Executive Director.
Rebecca Shelley is an experienced Chair and Senior Independent Director with a
strong track record across listed and private companies in financial services,
insurance and consumer sectors. She currently serves as Chair of Sabre
Insurance Group plc and is Senior Independent Director of Conduit Holdings
Limited. Rebecca is also a Senior Independent Director on the board of
Liontrust Asset Management PLC and a non-executive Director Hilton Food Group
plc, where she chairs the Sustainability and Remuneration Committees. Across
her portfolio she has chaired or served on remuneration, audit & risk,
nomination and sustainability committees.
Barrie Cornes brings more than 40 years' experience in the insurance sector,
having previously served as Managing Director and Head of Research at Panmure
Gordon, where he was a leading equity insurance analyst, as well as holding
senior investor relations and underwriting roles at Jardine Lloyd Thompson PLC
and RSA Insurance Group.
Finally, I would like to thank the entire B.P. Marsh team and all of our
portfolio company management teams for their continued hard work, commitment
and positivity throughout the year. The progress achieved across the Group
reflects the quality of the relationships we have built and the
entrepreneurial culture that continues to underpin the business.
The Group entered the new financial year with a strong liquidity position, a
healthy pipeline of opportunities and significant momentum across the
portfolio. This remains supported by a proven long-term investment model, a
diversified international portfolio and substantial available capital. The
Board believes the Group is exceptionally well positioned to continue its
development and deliver further long-term value growth for shareholders in the
years ahead.
Capital allocation - summary
With approximately £29.6m of available cash, as at 26 May 2026, and a strong
pipeline, the Group is well positioned to deploy capital selectively and
continue its track record of delivering NAV growth and attractive shareholder
returns.
Dividend
The Group aims to deliver shareholder value through growth in NAV and
sustainable dividends, whilst maintaining sufficient capital for investment.
During the year ended 31 January 2026, the Group paid total dividends of
£8.0m, comprising interim, special and final dividends (2025: £4.0m).
For the year ending 31 January 2027, the Group will pay total dividends of
£13.0m, comprising a £2.5m interim
dividend (paid in February 2026) a special dividend of £8.0m (paid in March
2026, following the disposal of Stewart Specialty Risk Underwriting Limited)
and a proposed final dividend of £2.5m, payable in July 2026.
As announced on 16 April 2026, the Company intends to pay a minimum of £7.0m
for the year ending 31 January 2028, comprising an interim and final dividend
of £5.0m and a £2.0m special dividend linked to the final deferred
consideration from the disposal of Paladin Holdings Limited ("Paladin"), which
completed in March 2024.
In aggregate, this represents £28.0m of dividends paid and/or intended across
the financial years ending 31 January 2026, 2027, and 2028.
These distributions are aligned with the Group's long-term capital management
strategy, balancing shareholder returns with the need to retain liquidity to
fund further growth within the portfolio and for future investment
opportunities.
Share buy-back
In April 2025, the Company announced a £2.0m share buy-back programme,
reinforcing its commitment to managing the discount to NAV. At the General
Meeting held on 2 June 2025, shareholders renewed the Company's authority to
repurchase up to 10.0% of the issued ordinary share capital and approved a
waiver allowing the Brian Marsh Concert Party's holding to increase to a
maximum of 42.5% without triggering a mandatory offer.
Under this programme, 277,583 shares were repurchased for £2.0m.
Additionally, 769,231 shares were acquired for £5.0m as part of the secondary
placing completed in August 2025, through an accelerated bookbuild process.
Therefore, the Company has repurchased a total of 1,046,814 Ordinary Shares
for a total consideration of £6.9m.
The Board considers share buy-backs to be an important component of the
Group's capital allocation strategy, alongside dividends and selective
reinvestment, supporting disciplined capital deployment and shareholder
returns.
Daniel Topping
Chief Executive Officer
27 May 2026
Portfolio activity
During the financial year ending 31 January 2026, the Group completed two
realisations, being:
· Stewart Specialty Risk Underwriting Limited Sold to Ryan Specialty LLC for consideration of £28.3m (IRR: 89.9%).
· Sterling Insurance Pty Limited Sold to ATC Insurance Solutions Pty Limited, for consideration of £3.1m
settled via equity in ATC (IRR: 8.8%).
These realisations generated strong returns and further demonstrate the
Group's ability to identify and support high-quality businesses with capable
management teams, delivering value for shareholders and other stakeholders
over time.
During the financial year to 31 January 2026, the Group completed eight new
investments:
· Oneglobal Broking Holdings Limited London headquartered international retail and wholesale insurance broker.
· iO Finance Partners Topco Limited UK-based buy-and-build opportunity within the alternative financing market.
· Sodalis Capital Limited London-based newly formed insurance intermediary group focusing on UK and
international underwriting, wholesale broking and related services.
· Gambit Risk Finance LLC US-based newly formed reinsurance vehicle supporting XPT Group.
· Cameron Specialty HoldCo Limited London-based underwriting agency specialising in UK property insurance.
· Amiga Specialty Holdings Limited London-based start-up focused on establishing an international specialty
underwriting agency.
· XPT Producer Co LLC US-based platform established to recruit and incubate specialist producers for
XPT Group.
· Salus Capital Partners Limited UK-based start-up insurance intermediary group specialising in Professional
Indemnity insurance.
During the financial year ending 31 January 2026, the Group completed four
follow-on investments:
· Pantheon Specialty Group Limited A further 2.0% equity stake in Pantheon Specialty Group Limited for cash
consideration of £5.5m from members of Pantheon's management team, increasing
total shareholding to 39.0%.
· ATC Insurance Solutions Pty Limited A further 1.4% equity stake in ATC for non-cash consideration of AUD 6.5m (c.
£3.1m) for the sale of Sterling Insurance Pty Limited, increasing total
shareholding to 27.0%
· XPT Group LLC A further 0.78% equity stake in XPT Group LLC for aggregate cash consideration
of US$1.8m (c. £1.3m), from management shareholders increasing total
shareholding to 30.4%.
· Verve Risk Services Limited A further 4.0% equity stake in Verve Risk Services Limited for cash
consideration of £76,000, increasing total shareholding to 39.0%
Post Year-End activity
Since 31 January 2026, the Group has continued its momentum in new investments
and portfolio activity.
In March 2026, the Group acquired a 25.0% shareholding in Ventura Risk
Partners Holdings Limited, a newly formed energy-focused insurance broker
placing into the Lloyd's and wider London insurance markets, and a 30.0%
shareholding in Nine Edge Limited, a newly established independent financial
advice business.
In April 2026, the Group completed the disposal of its investment in Amiga
Specialty Holdings Limited ("Amiga") to Sodalis Capital Limited, also a B.P.
Marsh portfolio company. The transaction valued Amiga at an initial £1.8m,
with B.P. Marsh receiving approximately £0.7m for its 39.2% shareholding and
full repayment of its £1.8m loan. The Group retains a 25.5% interest in the
enlarged Sodalis group and remains entitled to its pro rata share of any
deferred consideration, subject to performance conditions through 2027 and
2028.
In April 2026, the Group acquired an additional 2.0% Cumulative Preferred
Ordinary equity stake in Pantheon from members of Pantheon's management team
for cash consideration of £5.5m. As a result, the Group's shareholding in
Pantheon increased to 41.0%.
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 are budgeting to produce over £2.3bn of
aggregate gross insurance premium during 2026 and a breakdown between brokers
and Underwriting Agencies is shown below.
Current Insurance Brokers
The Group's Broking portfolio is budgeting to place over £1.5bn of gross
written premium in 2026, generating over £142m of brokerage income, accessing
specialty markets around the world.
*Investment into Ventura was made in March 2026, as such the reported equity
percentage reflects the equity percentage held at this date
Current Underwriting Agencies
The Group's Underwriting Agencies are budgeting to underwrite £857m of gross
written premium in 2026, yielding approximately £96m of commission income
across many specialist product areas.
*ATC's equity investment is reported as the combined initial equity investment
into ATC, MB Prestige Holdings PTY Limited, and Sterling Insurance PTY Limited
Current Other Financial Services Investments
While insurance-related businesses remain B.P. Marsh's primary focus, the firm
selectively invests in adjacent UK financial services where its sector
experience, network, and patient capital can support distinctive
opportunities.
*Investment into Nine Edge was made in March 2026, as such the reported Equity
percentage reflects the Equity percentage held at this date
Current Other XPT-Related Insurance Vehicle Investments
Disposals
Sterling Insurance Pty Limited - ("Sterling")
In May 2025, B.P. Marsh completed 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 100.0% of the issued share capital of Sterling for a total
consideration of AU$33.0m. B.P. Marsh's share of the consideration, via
Neutral Bay, amounted to AU$6.5m (c.£3.1m), which B.P. Marsh received in
shares in the enlarged ATC Group. B.P. Marsh's shareholding in ATC increased
to approximately 27.0% as a result of the sale.
Stewart Specialty Risks Underwriting Limited - ("SSRU")
In December 2025, the sale of SSRU to Ryan Specialty, LLC.
Upon completion, the Group received CAD$51.2m (£27.6m) net of transaction
costs, which represented a £4.7m uplift (20.5%) from the valuation as at 31
July 2025.
The sale represented an Internal Rate of Return of 89.9%, with the Company
also receiving a further £739,000 of deferred consideration following the
year-end. Taking into account this deferred consideration, the Company
received £28.3m.
Disposal - Post Year-End
Amiga Specialty Holdings Limited - ("Amiga")
In March 2026, the Company completed the sale of Amiga to Sodalis Capital
Limited.
Upon completion, the Group received £706,250 in cash for its 39.2%
shareholding, together with full repayment of its outstanding £1.8m loan
facility to Amiga.
Following completion, the Group retained a 25.5% equity interest in Sodalis,
providing continued exposure to Amiga through the enlarged group, together
with the potential to receive further deferred consideration contingent on
Amiga's performance in the financial years ending December 2027 and December
2028.
New Investments
Oneglobal Broking Holdings Limited - ("Oneglobal")
In September 2025, the Group completed its investment in Oneglobal, a London
headquartered international retail and wholesale insurance broker majority
owned by J.C. Flowers & Co. The investment was made to provide strategic
growth capital to support Oneglobal's continued expansion, initially through
the acquisition of a Bermudian specialty insurance broker and further
development into the Asian market.
Founded through the merger of two existing J.C. Flowers-owned Lloyd's brokers
in 2018, Oneglobal operates across 15 offices worldwide spanning Europe, Asia,
the Americas and the Middle East. The business specialises in a broad range of
insurance lines including marine, property, aviation, financial lines, energy
and casualty.
Oneglobal is led by an experienced management team including Jonathan
Palmer-Brown, Roger Spicer and Luis Cardoso.
Date of initial investment: September 2025
31 January 2026 valuation: £10,000,000
Cost of Equity: £10,000,000
Equity stake: 10.0%
Loan Facility: N/A
iO Finance Partners Topco Limited - ("iO Partners")
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.
Janus Henderson Group plc ("Janus Henderson") is a co investor, 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 £302.4bn 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 2026 valuation: £10,000,000
Cost of Equity: £10,000,000
Equity stake: 8.0%
Loan Facility: N/A
Sodalis Capital Limited - ("Sodalis")
In November 2025, the Group completed its investment in Sodalis, a newly
formed insurance intermediary group focused on UK and international
underwriting, wholesale broking and related services.
Sodalis has been established to pursue a buy-and-build strategy within the
international insurance intermediary sector, targeting specialist underwriting
and wholesale broking platforms across the UK, Europe and Asia. The investment
is intended to support initial acquisitions together with working and
regulatory capital for Sodalis and its future trading subsidiaries.
The investment was made alongside Alliant Insurance Services, Inc., whose
participation brings significant distribution reach and sector expertise to
the platform. Sodalis is founded and led by Colin Thompson, an experienced
insurance executive with more than 30 years of experience building and
managing insurance intermediary businesses globally.
Date of initial investment: November 2025
31 January 2026 valuation: £5,337,000
Cost of Equity: £5,337,333
Equity stake: 26.7%
Loan Facility: N/A
Gambit Risk Finance LLC - ("Gambit Re")
In August 2025, the Group completed a complementary investment in support of
its US-based investee company XPT Group LLC through the formation of Gambit
Re, a newly established reinsurance vehicle for selected XPT underwriting
programmes. The initiative was designed to support XPT's strategic growth
ambitions and enhance its operational and financial flexibility.
Gambit Re provides limited risk capital to selected underwriting programmes
within XPT's underwriting arm, Platinum Specialty Underwriters. The vehicle
operates on a fully collateralised basis and initially supports five
profitable programmes across Platinum's underwriting portfolio.
Date of initial investment: August 2025
31 January 2026 valuation: £1,370,000
Cost of Equity: £1,394,508
Equity stake: 8.3%
Loan Facility: N/A
Cameron Specialty HoldCo Limited - ("Cameron Specialty")
In June 2025, the Group completed its investment in Cameron Specialty, a
London-based underwriting agency, specialising in UK property insurance across
the commercial combined and property owners sectors.
Founded in 2021, Cameron Specialty is led by Founder & CEO Tom Kirkland,
who brings 20 years of insurance industry experience spanning both broking and
underwriting.
With the support of the Group, Cameron Specialty intends to expand its
property insurance offering into the Republic of Ireland and mainland Europe,
leveraging existing broker relationships, while also developing additional
lines of business.
Date of initial investment: June 2025
31 January 2026 valuation: £1,100,000
Cost of Equity: £1,100,000
Equity stake: 27.0%
Loan Facility: £600,000
Amiga Specialty Holdings Limited - ("Amiga")
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.
Post year-end, in March 2026, the Company completed the sale of Amiga to
Sodalis Capital Limited, receiving £706,250 in cash for its 39.2%
shareholding together with full repayment of its outstanding £1.8m loan
facility to Amiga upon completion.
Date of initial investment: June 2025
31 January 2026 valuation: £706,000
Cost of Equity: £49
Equity stake: 49.0%
Loan Facility: £10,000,000
XPT Producer Co LLC - ("XPT Producer Co")
In September 2025, the Group completed a follow-on investment in support of
its US-based investee company XPT Group LLC ("XPT") through the establishment
of XPT Producer Co, a new platform created to recruit and incubate new
producers.
The vehicle has been designed to accelerate XPT's growth strategy by
attracting experienced, high-quality, revenue-generating producers.
Date of initial investment: September 2025
31 January 2026 valuation: £2,565
Cost of Equity: £2,565
Equity stake: 35.0%
Loan Facility: £9,860,000
Salus Capital Partners Limited - ("Salus")
In September 2025, the Group completed its investment in Salus, a start-up
UK-based insurance intermediary group specialising in Professional Indemnity
insurance.
Salus operates through two subsidiaries: Forte Professions Limited, a
specialist Professional Indemnity broker serving UK-domiciled businesses
including architects, engineers, construction firms, surveyors, accountants
and insurance brokers; and Scribe MGA Limited, the underwriting arm of Salus,
focused on Professional Indemnity cover for small and medium-sized businesses.
Salus was founded by James Page, Matthew Jones, Dawn Zacharow and Stuart
Barker, whose combined experience in insurance broking and underwriting within
the Professional Indemnity market approaches 100 years. With the backing of
the Group, the Salus team aims to establish a premier, client-focused
brokerage and underwriting agency headquartered in Bristol.
Date of initial investment: September 2025
31 January 2026 valuation: £35
Cost of Equity: £35
Equity stake: 35.0%
Loan Facility: £2,000,000
New Investments - Post Year-End
Ventura Risk Partners Holdings Limited - ("Ventura")
In March 2026, the Group completed its investment in Ventura, a newly formed
insurance broker focused on placing energy risks into the Lloyd's and wider
London insurance markets.
Ventura is a London-based start-up broker, specialising in energy risks and
aiming to serve a market that has experienced significant consolidation,
reducing the number of independent specialist placement options available to
North American retail brokers. The business intends to address this
opportunity through an independent operating model, prioritising technical
placement capability over scale.
Ventura was founded by Alex Taylor, an experienced energy insurance broker
with established relationships across London market underwriters and North
American brokers. The investment is consistent with the Group's strategy of
backing high-quality early-stage insurance intermediary businesses.
Date of initial investment: March 2026
31 January 2026 valuation: N/A
Cost of Equity: £49
Equity stake: 25.0%
Loan Facility: £2,000,000
Nine Edge Wealth Limited - ("Nine Edge")
In March 2026, the Group completed its investment in Nine Edge, a newly
established, UK-based independent financial advice business.
Upon completion, Nine Edge acquired RMS Limited, an Edinburgh-based advice
company with approximately £70.0m of assets under management. This
acquisition provided Nine Edge with immediate regulatory permissions and a
recurring revenue base, forming the foundation of its platform for future
organic growth and further acquisitions.
In addition to its core financial planning and advisory services, Nine Edge
intends to develop complementary offerings including tax advisory services,
wills, executor services and trusts, while leveraging artificial intelligence
and technology-enabled solutions to enhance client outcomes and operational
efficiency. The business commenced operations with offices in London and
Edinburgh.
Nine Edge was established by Derek Miles, an experienced executive with more
than 25 years in the UK financial planning sector and a longstanding
relationship with the Group.
Date of initial investment: March 2026
31 January 2026 valuation: N/A
Cost of Equity: £30
Equity stake: 30.0%
Loan Facility: £5,000,000
Follow-on Investments and Funding During the Year
Pantheon Specialty Group Limited ("Pantheon") - UK
+ 26.1 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 2026, the Group made one further equity
investment in Pantheon.
In June 2025, the Group acquired a further 2.0% Cumulative Preferred Ordinary
equity stake in Pantheon from members of Pantheon's management team for cash
consideration of £5.5m. Following completion of the transaction, the Group's
total shareholding in Pantheon increased from 37.0% to 39.0%.
The transaction involved the purchase of shares from members of Pantheon's
management team, enabling them to realise a portion of the value created in
the business while continuing to retain a substantial majority interest and
remaining fully aligned with the future growth of the company.
Since the Group partnered with management to establish Pantheon, the business
has delivered a strong financial and operational performance, developing into
a leading independent broker in the London insurance market.
Given this continued progress, the Group considered it an attractive
opportunity to increase its investment in Pantheon, supporting a deserved
partial liquidity event for management while further increasing its exposure
to a high-growth business with significant ongoing potential.
Date of initial investment: June 2023
31 January 2026 valuation: £106,990,000
Cost of Equity: £27,300,025
Equity stake: 39.0%
ATC Insurance Solutions ("ATC") - Australia
+ 10.2 pence NAV per share change in the Year
In July 2025, the Group acquired a further 1.4% equity stake in ATC for
non-cash consideration of AU$ 6.5m (c. £3.1m), facilitated through the
disposal of its entire holding in Sterling Insurance Pty Limited ("Sterling")
to ATC. Following completion of the transaction, the Group's shareholding in
ATC increased to 27.0%.
ATC continues to perform strongly across its diverse range of product
offerings and remains one of the Group's most significant investments. Since
the Group's original investment in 2018, ATC has delivered substantial growth
and has developed into the largest independent underwriting agency in
Australia.
The business has demonstrated a strong track record of expansion through both
organic growth and strategic acquisitions, supported by an experienced
management team and a diversified operating platform. The Group remains
confident in ATC's long-term prospects and expects the business to continue
building on its strong market position.
Date of initial investment: July 2018
31 January 2026 valuation: £37,680,000
Cost of Equity: £9,603,303
Equity stake: 27.0%
XPT Group LLC ("XPT") - USA
+ 5.3 pence NAV per share change in the Year
In December 2025 and January 2026, the Group acquired a further 0.78% equity
stake in XPT from management shareholders for aggregate cash consideration of
US$1.8m (c.£1.3m). Following these acquisitions, together with other equity
movements, the Group's fully diluted shareholding in XPT increased to 30.49%.
In addition, the Group participated in further strategic investments alongside
XPT, including support for Gambit Re and XPT Producer Co, referenced above,
both of which are intended to broaden XPT's platform capabilities and enhance
its long-term growth prospects. These investments reflect XPT's continued
strategy of expanding through a combination of organic development, targeted
recruitment and selective acquisitions.
Since the Group's initial involvement in 2017, XPT has delivered a strong
operational and financial performance, supported by disciplined execution and
a scalable business model. The Group remains confident in XPT's growth
trajectory and believes it is well positioned to continue capitalising on
opportunities within the specialist insurance market.
Date of initial investment: June 2017
31 January 2026 valuation: £64,030,000
Cost of Equity: £20,183,168
Equity stake: 30.5%
Other Portfolio Company Highlights
Dempsey Group Limited (owns 100% of Ai Marine Risk Limited) ("Ai Marine") -
UK
+ 10.4 pence NAV per share change in the Year
Ai Marine continues to perform strongly across its core marine underwriting
activities and is progressing a number of strategic initiatives to broaden its
product offering.
Since the Group's investment, Ai Marine has continued to strengthen its
position within the specialist marine insurance market, supported by its
technical underwriting expertise, disciplined risk selection and strong broker
relationships. The Group remains encouraged by the Ai Marine's continued
development and long-term growth prospects.
During the year, Ai Marine progressed the launch of a new Special Risks
product, designed to provide shipowners with bespoke coverages beyond the
scope of standard marine insurance lines. Each policy is tailored to the
specific requirements and risk appetite of the insured, offering specialist
protection across a range of complex physical damage and economic loss
exposures.
In addition to creating new revenue opportunities, the launch of Special Risks
is expected to enhance portfolio diversification, support the growth of Ai
Marine's wider Hull & Machinery business and contribute positively to
underwriting performance over time.
Date of initial investment: December 2023
31 January 2026 valuation: £4,000,000
Cost of Equity: £30,000
Equity stake: 30.0%
Volt UW Holdco Limited (owns 100% of Volt UW Limited) ("Volt") - UK
+ 11.1 pence NAV per share change in the Year
Volt has continued to build momentum during the year, supported by an
increasing market presence and a number of strategic senior hires across the
business.
Volt has continued to strengthen its position within its chosen markets
through disciplined underwriting, strong broker relationships and the
recruitment of high-calibre talent. The Group remains encouraged by the
business's progress and long-term growth prospects.
During the year, Volt progressed the expansion of its energy offering through
the planned appointment of an experienced senior underwriter to lead its
Midstream Energy division. The individual joins from a major global insurer,
bringing significant sector expertise, underwriting experience and established
market relationships.
The Group believes this strategic hire will enhance Volt's underwriting
capabilities, diversify its portfolio and create an additional platform for
future growth within the specialist energy insurance market.
Date of initial investment: October 2024
31 January 2026 valuation: £4,250,000
Cost of Equity: £26
Equity stake: 25.5%
Agri Services Company Pty Limited ("Ag Guard") - Australia
+ 6.1 pence NAV per share change in the Year
Ag Guard has continued to make significant progress during the year with the
launch of new products across its core agricultural markets.
In late 2025, Ag Guard agreed to transfer its principal Australian binder
arrangements from QBE to Insurance Australia Group ("IAG"), with the new
agreements now executed. The arrangements cover Ag Guard's core products. This
new partnership with IAG materially enhances Ag Guard's growth platform in
Australia, providing access to a significantly larger addressable market than
was available under the previous arrangements.
In addition, Ag Guard has progressed the launch of a new Farm Pack product in
New Zealand, backed by 100% capacity from IAG New Zealand Limited. The product
is designed to provide comprehensive cover for farming businesses, including
property damage, business interruption, commercial motor, liability, machinery
breakdown and stock deterioration.
The Group believes these developments are transformational for Ag Guard,
materially increasing its long-term growth prospects through a larger
portfolio across both Australia and New Zealand.
Date of initial investment: July 2019
31 January 2026 valuation: £5,060,000
Cost of Equity: £1,465,071
Equity stake: 41.0%
Market Commentary
The Group continues to monitor key developments across the insurance sector,
with a focus on pricing trends, M&A activity and the impact of artificial
intelligence.
Commercial insurance pricing continued to soften through 2025 and into 2026.
Marsh McLennan's Global Insurance Market Index reported rate declines of 4% in
Q4 2025 and 5% in Q1 2026, marking the seventh consecutive quarter of
reductions. This reflects increased insurer competition, favourable
reinsurance conditions and strong underwriting capacity, with new entrants and
growth-focused carriers driving more competitive pricing and broader terms.
The fee and commission-based revenue of brokers and underwriting agencies
provide a degree of insulation from rating pressures. In addition, rate
volatility in specialist risk segments, where many of the Group's portfolio
companies operate, has typically been more moderate. The Board, therefore,
remains confident in the resilience of underlying revenue generation. The
Group works closely with investee management teams to ensure their businesses
remain robust and well positioned to mitigate emerging risks.
The Group also continues to observe ongoing market consolidation across the
insurance distribution landscape. M&A activity remains active among
brokers, underwriting agencies and carriers, driven by the pursuit of scale,
enhanced distribution capabilities and access to specialist expertise. This
trend is being supported by continued private equity interest and favourable
financing conditions, although transaction volumes have moderated slightly in
line with broader economic uncertainty.
The Group continue to monitor the situation in the Middle East, which is
currently driving rate increases across several specialty insurance lines, in
which the Group's portfolio operates. Marine war risk premiums have seen some
of the sharpest movements, with hull and machinery insurance for ships passing
through the Strait of Hormuz jumping sharply in a short period.
Lastly, the Group also continues to monitor the effect of artificial
intelligence on the insurance industry. B.P. Marsh sees AI as a net enabler,
not disruptor, in the industry. The insurance and financial advice industries
will continue to require skilled brokers, underwriters, and advisers. AI will
assist by automating administrative bottlenecks, accelerating data management,
and freeing professionals to focus on client relationships and judgement-led
work.
New Business
During the year ended 31 January 2026, the Group completed eight new
investments across its specialist sectors, maintaining a disciplined approach
to identifying opportunities where it can add value.
The Group remains focused on niche SME markets, partnering with experienced
management teams to support sustainable long-term growth and enhance
shareholder returns.
New business activity remained strong, with 61 new business enquiries received
during the year (2025: 63). The Group continues to maintain a healthy pipeline
of prospective investments, and where terms are appropriate, expects to
complete further transactions in the year ending 31 January 2027.
Supported by a strong liquidity position and established track record, the
Group is well placed to continue originating and executing investments that
deliver long-term value.
Daniel Topping
Chief Executive Officer
27 May 2026
Chief Finance Officer Statement
I am delighted to present the Full Year Results, and to report that the Group
has maintained a strong financial performance for the year ended 31 January
2026.
Financial performance summary
The table below summarises the Group's financial results and key performance
indicators for the year ended 31 January 2026:
Year to/as at Year to/as at
31 January 31 January
2026 2025
Net asset value £360.2m £326.4m
Net asset value per share - undiluted 1009.9p 890.0p
Net asset value per share - diluted 959.8p 847.3p
Profit before tax £49.0m £104.7m
Dividend per share paid 21.64p 10.72p
Total shareholder return (including dividends)(1) £41.8m £101.2m
Total shareholder return on opening shareholders' funds 12.8% 44.2%
Net cash used by operating activities £(4.6)m £(4.2)m
Equity investment for the year £37.9m £31.5m
Realisations (net of disposal costs) £36.4m £65.7m
Loans issued in the year £17.2m £11.2m
Loans repaid by investee companies in the year £3.0m £14.7m
Cash and treasury funds at end of year £49.5m £74.1m
Borrowing / Gearing £Nil £Nil
(1)Total shareholder return is the increase in NAV for the year of £33.8m
plus dividends paid of £8.0m (2025: increase in NAV of £97.2m plus dividends
paid of £4.0m)
The Group delivered an increase in NAV of £33.8m (10.3%) to £360.2m (2025:
£326.4m), compared with an increase of £97.2m (42.4%) for the same period in
2025. Including the £8.0m aggregate dividend paid in February 2025, May 2025
and July 2025, this represented an overall return of 12.8% for the year (2025:
including a £4.0m aggregate dividend, the overall return was 44.2%).
The NAV of £360.2m at 31 January 2026 represents a total increase in NAV of
£331.0m 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 11.0% in Group NAV after running costs, realisations, losses,
distributions and corporation tax since flotation, and 13.0% since 1990.
Investment performance
The Group's equity portfolio movement during the year was as follows:
31 January 2025 valuation Acquisitions at cost Disposal proceeds Adjusted 31 January 2025 valuation 31 January 2026 valuation
£224.1m £37.9m £(36.4)m £225.6m £273.8m
The equity portfolio continued to increase in value, rising by 21.4% to
£273.8m (31 January 2025: £224.1m, an increase of 83.5%) after adjusting for
£36.4m of net realisations and £37.9m of acquisitions in the year.
The Group made two disposals during the year totalling £30.7m. AU$6.5m
(£3.1m) was received from the sale of the Group's entire c.19.7% investment
in Sterling to ATC which completed on 30 May 2025. The consideration received
by the Group was satisfied entirely in the form of additional equity in the
enlarged ATC Group. CA$ 51.2m (£27.6m) was also received from the sale of the
Group's entire 28.2% investment in SSRU to Ryan Specialty, LLC.
In addition, the Group received a distribution of £5.7m following LEBC
Holdings Limited's ("LEBC") receipt of the first tranche of deferred
consideration payable over a three-year earn-out period in connection with the
sale of 100% of Aspira Corporate Solutions Limited, LEBC's wholly-owned
subsidiary, to Titan Wealth Holdings Limited, which completed in April 2024.
The Group invested a total of £37.9m in equity in the portfolio during the
year (2025: £31.5m):
· £10.1m into the existing portfolio, including £5.5m in Pantheon,
£3.1m in ATC, £1.4m in XPT, £0.1m in Verve; and
· £27.8m into eight new investments, including £10.0m in iO Partners,
£10.0m in Oneglobal, £5.3m in Sodalis, £1.4m in Gambit, £1.1m in Cameron
Specialty, £2,565 (nominal value) in XPT Producer Co, £49 (nominal value) in
Amiga and £35 (nominal value) in Salus.
Operating income
Net gains from investments were £52.3m (2025: £107.5m), of which £32.6m
related to the revaluation of the investment portfolio, and £19.7m in respect
of realised gains on disposal of investments during the year to 31 January
2026 (2025: £90.2m related to revaluation of the investment portfolio and
£17.3m related to realised gains on disposal of investments). Whilst net
gains from investments were 51.3% lower compared to the previous year, the
prior year's net gains from investments included substantial unrealised gains,
of which £81.8m arose from the Group's three largest investments, Pantheon,
XPT and ATC as a result of strong trading performance.
Despite completing two realisations during the year ended 31 January 2026, the
Group's significant investment activity during the year contributed to a
£2.6m increase in portfolio income, representing growth of 33.7% to £10.4m
(2025: £7.8m). Dividend income was £1.3m higher due to both strong
investment portfolio performance and new investments made during the year.
Loan interest increased by £0.6m due to further drawdowns from the
portfolio's existing facilities and new loans granted in the year to both the
existing portfolio and to new investments. Fee income also increased by £0.7m
due to new investments during the year and a higher amount of one-off
transaction and loan arrangement fees charged in 2026 compared to 2025.
Operating expenses
Operating expenses increased by £1.1m, or 8.0%, during the year to £14.8m
(2025: £13.7m), the majority of which related to general cost inflation and
professional fees incurred for new and follow-on investment activity.
Profit before tax
The consolidated profit before tax for the year was £49.0m, representing a
decrease of £55.7m, or 53.0%, compared to the £104.7m reported in 2025. As
noted under 'Operating Income', the year-on-year reduction primarily reflects
the significant unrealised gains recognised in the prior year, which created a
particularly strong comparative base (2025: increase of £61.1m, or 140%, to
£104.7m).
The consolidated profit after tax was £48.2m (2025: £99.5m).
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 £12.2m(2) for the year (2025: £9.0m(2)).
(2)Underlying pre-tax profit of £12.2m is calculated as profit before tax of
£49.0m, less unrealised gains on equity investment revaluation of £32.7m,
less movement in the provision for deferred consideration on equity portfolio
disposals of £4.1m (2025: underlying pre-tax profit of £9.0m calculated as
profit before tax of £104.7m, less unrealised gains on equity investment
revaluation of £90.2m, less movement in the provision for deferred
consideration on equity portfolio disposals of £5.5m).
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 increased by £13.2m during the year to
£38.8m as at 31 January 2026 (31 January 2025: £25.6m). The key movements
were:
· £8.2m was provided to the existing investment portfolio, including
£6.3m to Pantheon, £0.75m to SRT, £0.55m to Volt, £0.25m to Verve, £0.25m
to Devonshire and £0.1m to Dempsey Group.
· £9.0m was provided to the new investments made by the Group during
the year, including £6.3m to XPT Producer Co, £1.6m to Amiga, £0.8m to
Salus and £0.3m Cameron Specialty.
· £3.0m of loans were repaid during the year, including £2.5m from
Alchemy Underwriting Limited and £0.5m from The Fiducia MGA Company Limited
("Fiducia").
· A £1.0m decrease due to foreign exchange movements.
During the year the Group paid dividends totalling £8.0m and bought back
£6.9m in shares.
Other significant cash movements during the year included the receipt of
£9.2m in further consideration from the sale of the Group's investment in
Paladin, which completed in March 2024. This represented the first of two
anticipated tranches of deferred consideration that are expected in relation
to the sale.
At 31 January 2026, the Group had total available cash and treasury funds of
£49.5m (31 January 2025: £74.1m).
Post Year-End Activity
Since 31 January 2026 the Group has made two new equity investments. In March
2026, the Group made an investment into Nine Edge for a nominal equity of
£30, alongside an initial loan drawdown of £1.75m from its agreed £5.0m
loan facility. In the same month the Group also made an investment into
Ventura for a nominal equity of £49.0, alongside an initial loan drawdown of
£0.4m from its agreed £2.0m loan facility.
In April 2026 the Group also made a follow-on equity investment into Pantheon
of £5.5m, increasing its shareholding from 39.0% to 41.0%.
In March 2026 the Group completed the disposal of its investment in Amiga,
receiving initial consideration of £0.7m plus the repayment of its £1.8m
loan outstanding.
The Group has provided £15.5m in further loans, including £4.0m in respect
of its new investments in Nine Edge (£3.6m) and Ventura (£0.4m) and £11.0m
to its existing portfolio in respect of further drawdowns from agreed loan
facilities and new facilities provided, with £3.5m provided to XPT Producer
Co, £2.0m to Oneglobal, £1.8m to iO Partners, £1.5m to Devonshire, £1.25m
to Volt, £0.5m to Salus, £0.4m to Ag Guard, £0.2m to Ai Marine, £0.2m to
Amiga and £0.15m to Pantheon. The Group also received £1.8m in loan
repayments from Amiga (on disposal) and £0.1m from Fiducia. The loan
portfolio balance is currently £52.4m.
Other significant cash movements include the receipt of £9.6m in further
consideration from the sale of the Group's investment in Paladin in March
2024, representing the second and final tranche of deferred consideration that
is expected in relation to the sale.
Further consideration of £0.7m was also received from the sale of the Group's
investment in SSRU, which completed in December 2025. This represents the
final deferred consideration that is expected in relation to the sale.
In addition, £10.5m has been distributed in dividends since the year end and
£0.3m of share buybacks have been undertaken. The Group's current cash and
treasury balance is £29.6m. 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 2026 was 1009.9p (2025: 890.0p). This has been
calculated using Group net assets as at 31 January 2026, adjusted to include
the £1.5m (2025: £1.5m) loan due from the Employee Benefit Trust, which will
be repaid upon the sale by the Trust of the 525,240 vested JSOP shares (2025:
525,240). The calculation excludes the 1,055,000 shares held in treasury
(2025: 23,872) and the 236,259 unallocated shares held by the Trust (2025:
236,259).
The diluted NAV per share at 31 January 2026 is 959.8p (31 January 2025:
847.3p). This includes the full 761,499 (2025: 761,499) shares remaining
within the Employee Benefit Trust and also includes £2.0m (2025: £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 1,685,000 (2025:
1,682,500) options over ordinary shares granted to certain Directors and
employees of the Group in November 2023 (and subsequently in March 2025
following the reallocation of options forfeited on departure of a Director and
two other employees), which became dilutive at 31 July 2024, as the
performance criteria for NAV growth had been met.
Francesca Chappell
Chief Finance Officer
27 May 2026
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 2026 the Group's equity interests were as follows:
Ag Guard PTY Limited
(www.agguard.com.au (http://www.agguard.com.au/) )
Ag Guard is an underwriting 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 2026 valuation: £5,060,000
Ai Marine Risk Limited
(www.aimarinerisk.com)
Ai Marine is a start-up underwriting agency 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 2026 valuation: £4,000,000
Amiga Specialty Holdings Limited
(www.amigaspecialty.com)
Amiga is a start-up 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.
Date of Investment: June 2025
Equity stake: 49.0%
31 January 2026 valuation: £706,000
Asia Reinsurance Brokers (Pte) Limited
(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 2026 valuation: £110,000
ATC Insurance Solutions PTY Limited
(www.atcis.com.au)
ATC is an underwriting 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: 27.0%
31 January 2026 valuation: £37,680,000
Cameron Specialty Holdco Limited
(www.cameron-specialty.com)
Cameron Specialty is a London-based underwriting agency specialising in UK
property insurance in the commercial combined and properly owner sectors.
Date of investment: September 2025
Equity stake:27.0%
31 January 2026 valuation: £1,100,000
CEE Specialty s.r.o.
(https://cee-specialty.eu/index.php/cs/)
CEE Specialty is a underwriting agency based in Prague, Czech Republic
specialising in Marine Hull, Bonds and Liability Insurance.
Date of investment: September 2024
Equity stake: 44.0%
31 January 2026 valuation: £3,230,000
Devonshire UW Limited
(www.devonshire-underwriting.co.uk)
Devonshire is a London-based underwriting agency, specialising in
transactional risks encompassing Warranty and Indemnity, Specific Tax, and
Legal Contingency Insurance.
Date of investment: March 2024
Equity stake: 30.0%
31 January 2026 valuation: £1,500,000
The Fiducia MGA Company Limited
(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 2026 valuation: £7,380,000
Gambit Risk Finance LLC
(www.gambitre.com)
Gambit Re is a US-based newly established reinsurance vehicle for selected XPT
underwriting programmes designed to support XPT's strategic growth ambitions.
Date of investment: August 2025
Equity stake: 8.3%
31 January 2026 valuation: £1,370,000
iO Finance Partners
(www.iofp.co.uk)
iO Partners is a buy-and-build opportunity with 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.
Date of investment: April 2025
Equity stake:8.0%
31 January 2026 valuation:£10,000,000
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: 62.0%
31 January 2026 valuation: £7,120,000
New Denison Limited
Date of investment: June 2023
Equity stake:40%
31 January 2026 valuation: £0
Oneglobal Broking Holdings Limited
(www.oneglobalbroking.com)
Oneglobal is a London headquartered international retail and wholesale
insurance broker which provides specialist insurance solutions across multiple
markets.
Date of investment: September 2025
Equity stake:10.0%
31 January 2026 valuation: £10,000,000
Pantheon Specialty Group Limited
(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: 39.0%
31 January 2026 valuation: £106,990,000
Sage Program Underwriters, Inc.
(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 2026 valuation: £2,210,000
Salus Capital Partners Limited
Salus is a UK-based start-up insurance intermediary group specialising in
Professional Indemnity insurance.
Date of investment: September 2025
Equity stake: 35.0%
31 January 2026 valuation: £35
Sodalis Capital Limited
(www.sodaliscapital.com)
Sodalis is a newly formed, London-based insurance intermediary group focusing
on UK and international underwriting, wholesale broking and related services.
Date of investment: November 2025
Equity stake:26.7%
31 January 2026 valuation: £5,337,000
SRT & Partners Limited
(www.srtpartners.co.uk)
SRT & Partners is a start-up UK Retail and London Market broker.
Headquartered in London, it furnishes 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 2026 valuation: £830,000
Verve Risk Services Limited
(www.ververisk.com)
Verve is a London-based underwriting 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: 39.0%
31 January 2026 valuation: £860,000
Volt UW Limited
(www.volt-uw.com)
Volt is a London-based underwriting 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 2026 valuation: £4,250,000
XPT Group LLC
(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: 30.5%
31 January 2026 valuation: £64,030,000
XPT Producer Co LLC
XPT Producer Co is a US-based platform established to recruit and incubate
specialist producers for XPT Group.
Date of investment: September 2025
Equity stake: 35.0%
31 January 2026 valuation: £2,565
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 31 JANUARY 2026
Notes 2026 2025
£'000 £'000 £'000 £'000
GAINS ON INVESTMENTS
Realised gains on disposal of equity investments (net of costs) 15 19,651 17,292
Net provision (made) / released against equity investments and loans - (36)
Unrealised gains on equity investment revaluation
13 32,650 90,207
52,301 107,463
INCOME
Dividends 25 5,178 3,910
Income from loans and receivables 25 2,997 2,342
Fees receivable 25 2,223 1,524
10,398 7,776
OPERATING INCOME 62,699 115,239
Operating expenses 3 (14,790) (13,672)
(14,790) (13,672)
OPERATING PROFIT 47,909 101,567
Financial income 5 1,923 3,184
Financial expenses 4 (97) (137)
Exchange movements 9 (737) 79
1,089 3,126
PROFIT BEFORE TAXATION 9 48,998 104,693
Income taxes 10 (781) (5,194)
PROFIT AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS
48,217 99,499
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
48,217 99,499
132.6p 269.5p
Earnings per share - basic (pence) 11
Earnings per share - diluted (pence) 11 125.9p 256.2p
The result for the year is wholly attributable to continuing activities.
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF FINANCIAL POSITION
31 JANUARY 2026
(Company Number: 05674962)
Group Company
Notes 2026 2025 2026 2025
£'000 £'000 £'000 £'000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 12 296 84 - -
Right-of-use asset 21 177 342 - -
Investments - equity portfolio 13 273,766 224,095 - -
Investments - subsidiaries 13 - - 360,220 326,482
Loans and receivables 16 28,724 22,623 1,979 1,979
302,963 247,144 362,199 328,461
CURRENT ASSETS
Trade and other receivables 17 23,379 19,603 - -
Cash and cash equivalents 14 49,480 74,137 7 7
TOTAL CURRENT ASSETS 72,859 93,740 7 7
TOTAL ASSETS 375,822 340,884 362,206 328,468
LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities 21 (15) (218) - -
Deferred tax liabilities 18 (12,596) (11,847) - -
TOTAL NON-CURRENT LIABILITIES (12,611) (12,065) - -
CURRENT LIABILITIES
Trade and other payables 19 (2,850) (2,215) - -
Lease liabilities 21 (203) (194) - -
TOTAL CURRENT LIABILITIES 19 (3,053) (2,409) - -
TOTAL LIABILITIES (15,664) (14,474) - -
NET ASSETS 360,158 326,410 362,206 328,468
CAPITAL AND RESERVES - EQUITY
Called up share capital 20 3,710 3,710 3,710 3,710
Share premium account 29,362 29,356 29,362 29,356
Fair value reserve 160,478 135,132 259,935 288,216
Reverse acquisition reserve 393 393 - -
Capital redemption reserve 44 44 44 44
Capital contribution reserve 72 72 - -
Retained earnings 166,099 157,703 69,155 7,142
SHAREHOLDERS' FUNDS - EQUITY
360,158 326,410 362,206 328,468
Adjusted net asset value per share - undiluted (pence) 11 1009.9p 890.0p
Adjusted net asset value per share - diluted (pence) 11 959.8p 847.3p
The Financial Statements were approved by the Board of Directors and
authorised for issue on 26 May 2026
and signed on its behalf by:
Pankaj Lakhani & Francesca Chappell
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
Notes 2026 2025
£'000 £'000
(Restated)
Cash used by operating activities
Income 10,398 7,776
Operating expenses (14,790) (13,672)
Depreciation and amortisation 12,21 199 200
Corporation tax paid 10 (32) (34)
Adjustment for non-cash share incentive and share option plans
406 413
Exchange movement 357 (118)
(Increase) / decrease in receivables (1,751) 838
Increase in payables 634 381
Net cash used by operating activities
(4,579) (4,216)
Cash (used by) / generated from investing activities
Purchase of property, plant and equipment 12 (246) (54)
Purchase of equity investments 13 (34,755) (31,501)
Proceeds from the sale of equity investments 13,15 33,273 65,738
Deferred consideration received from the sale of equity investments
15 9,172 -
Loans to investee companies (17,228) (11,241)
Loan repayments from investee companies 2,958 14,707
Proceeds from the sale of treasury investments - 79
Financial income 5 1,923 3,184
Net cash (used by) / generated from investing activities
(4,903) 40,912
Cash used by financing activities
Financial expenses 4 (97) (137)
Lease liabilities paid 21 (193) (184)
Dividends paid 8 (7,973) (3,964)
Payments made to repurchase company shares 20 (6,912) (835)
Cash received in respect of JSOP shares sold 24 - 2,126
Net cash used by financing activities
(15,175) (2,994)
Change in cash and cash equivalents (24,657) 33,702
Cash and cash equivalents at beginning of the year
74,137 40,435
14
Cash and cash equivalents at end of year 49,480 74,137
( )
The Consolidated Statement of Cash Flows presentation has been revised for the
2026 financial statements to better align to the group's operations, with the
2025 numbers restated for comparability. Further details are disclosed in Note
28 to the financial statements.
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 31 JANUARY 2026
Notes 2026 2025
£'000 £'000
(Restated)
Cash from operating activities
Dividends received from subsidiary undertakings 76,498 -
Adjustment relating to non-cash items 406 413
Net cash generated from operating activities 76,904 413
Cash (used by) / generated from investing activities
(Increase) / decrease in amounts owed by group undertakings (62,019) 2,260
Net cash (used by) / generated from investing activities (62,019) 2,260
Cash used by financing activities
Dividends paid 8 (7,973) (3,964)
Payments made to repurchase company shares 20 (6,912) (835)
Cash received in respect of JSOP shares sold 24 - 2,126
Net cash used by financing activities (14,885) (2,673)
Change in cash and cash equivalents - -
Cash and cash equivalents at beginning of the year 7 7
Cash and cash equivalents at end of year 7 7
( )
During both the current and prior periods, the transactions disclosed above
have been made at the direction of the parent company and therefore are
considered to be cash flows of the parent company under IAS 7.
The parent company Statement of Cash Flows presentation has been revised for
the 2026 financial statements, with the 2025 numbers restated for
comparability. Further details are disclosed in Note 28 to the financial
statements.
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
Group Company
2026 2025 2026 2025
£'000 £'000 £'000 £'000
Opening total equity 326,410 229,171 328,468 233,355
Comprehensive income for the year 48,217 99,499 48,217 99,499
Dividends paid (7,973) (3,964) (7,973) (3,964)
Repurchase of company shares (6,912) (835) (6,912) (835)
Share incentive and share option plan 406 413 406 413
Other movements 10 - - -
Amounts received from the Employee Benefit Trust on the sale of shares held - 2,126 - -
under joint ownership
TOTAL EQUITY 360,158 326,410 362,206 328,468
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
65B29,345 66B112,768
64B3,729 67B393 68B25 69B72 70B82,839 71B229,171
At 1 February 2024
Comprehensive income 72B- 73B- 74B85,047 75B- 76B- 77B- 78B14,452 79B99,499
for the year
Net transfers on disposal 80B- 81B- 82B(62,683) 83B- 84B- 85B- 86B62,683 87B-
of investments (Note 13 and Note 15)
Dividends paid
88B- 89B- 90B- 91B- 92B- 93B- 94B(3,964) 95B(3,964)
(Note 8)
Repurchase of Company shares (Note 20) 96B- 97B- 98B- 99B- 100B- 101B- 102B(835) 103B(835)
Cancellation of Company shares (Note 20) 104B(19) 105B- 106B- 107B- 108B19 109B- 110B- 111B-
Share based payment arrangements 112B- 113B11 114B- 115B- 116B- 117B- 118B402 119B413
Amounts received from the Employee Benefit Trust on the sale of shares held 120B- 121B- 122B- 123B- 124B- 125B- 126B2,126 127B2,126
under joint ownership (Note 24)
128B3,710 129B29,356 130B135,132 131B393 132B44 133B72 134B157,703 135B326,410
At 31 January 2025
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
65B29,356 66B135,132
64B3,710 67B393 68B44 69B72 70B157,703 71B326,410
At 1 February 2025
Comprehensive income 72B- 73B- 74B31,901 75B- 76B- 77B- 78B16,316 79B48,217
for the year
Net transfers on disposal 80B- 81B- 82B(14,425) 83B- 84B- 85B- 86B14,425 87B-
of investments (Note 13 and Note 15)
Other transfers (Note 13) - - 7,870 - - - (7,870) -
Dividends paid
88B- 89B- 90B- 91B- 92B- 93B- 94B(7,973) 95B(7,973)
(Note 8)
Repurchase of Company shares (Note 20) 96B- 97B- 98B- 99B- 100B- 101B- 102B(6,912) 103B(6,912)
Share based payment arrangements 112B- 113B6 114B- 115B- 116B- 117B- 118B400 119B406
Other movements - - - - - - 10 10
128B3,710 129B29,362 130B160,478 131B393 132B44 133B72 134B166,099 135B360,158
At 31 January 2026
Company Share Capital
Share premium Fair value redemption Retained
capital account reserve reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
3,729 178B29,345 179B188,717 180B25 182B11,539 183B233,355
At 1 February 2024
184B- 185B- 186B99,499 189B- 190B99,499
187B-
Comprehensive income for the year
Dividends paid
191B- 192B- 193B- 194B- 196B(3,964) 197B(3,964)
(Note 8)
Repurchase of Company shares (Note 20) 198B- 199B- 200B- 201B- 203B(835) 204B(835)
Cancellation of Company shares (Note 20) 205B(19) 206B- 207B- 208B19 210B- 211B-
Share based payment arrangements 212B- 11 214B- 215B- 217B402 218B413
219B3,710 220B29,356 221B288,216 222B44 224B7,142 225B328,468
At 31 January 2025
3,710 178B29,356 179B288,216 180B44 182B7,142 183B328,468
At 1 February 2025
184B- 185B- 186B(28,281) 189B76,498 190B48,217
187B-
Comprehensive income for the year
Dividends paid
191B- 192B- 193B- 194B- 196B(7,973) 197B(7,973)
(Note 8)
Repurchase of Company shares (Note 20) 198B- 199B- 200B- 201B- 203B(6,912) 204B(6,912)
Share based payment arrangements 212B- 213B6 214B- 215B- 217B400 218B406
219B3,710 220B29,362 221B259,935 222B44 224B69,155 225B362,206
At 31 January 2026
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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 31 January 2026 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.
Going concern
The consolidated financial statements have been prepared on a going concern
basis.
In adopting the going concern basis for preparing the financial statements,
the directors have considered the Group's business activities, together with
the principal risks and uncertainties likely to affect its future development,
performance and position. The directors have also reviewed the Group's
management accounts projections and cash flow forecasts for the period to 31
January 2028.
The forecasts and projections, taking account of reasonably possible changes
in trading performance, indicate that the Group will have sufficient financial
resources to continue in operational existence for the foreseeable future and
to meet its liabilities as they fall due.
Accordingly, the directors continue to adopt the going concern basis in
preparing these consolidated financial statements.
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements.
Significant management judgements
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 invests directly into portfolio investments and provides investment
management services to investors for the purpose of generating returns in the
form of investment income and capital appreciation. The Group reports 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.
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.
Significant accounting estimates
Fair value of equity portfolio
The most significant estimates relate to the fair valuation of the equity
investment portfolio as detailed in Note 13 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.
New Accounting Standards
Standards that have been issued, but are not yet effective for the year ended
31 January 2026 include:
- IFRS 18 Presentation and Disclosure in Financial Statements
(effective 1 January 2027)
The Board is currently assessing the impact of IFRS 18.
There are no other new standards that have been issued, but are not yet
effective for the year ended 31 January 2026, 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 IFRS 9:
Financial Instruments ("IFRS 9"), 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 £48,217,730, prior to a dividend distribution of £7,973,123 (2025:
profit of £99,498,802 prior to a dividend distribution of £3,963,981).
Employee services settled in equity instruments
The Group has entered into a joint share ownership plan ("JSOP") with certain
employees and directors. Refer to Note 24 for further details.
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 1,685,000 ordinary
shares of 10p each in the Company, in aggregate, have been granted. 970
Options of the total 1,685,970 available for allocation are unallocated. Refer
to Note 24 for further details.
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 ("IPEV
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.
Dividends received from investee companies in the group financial statements
and dividends received from subsidiaries in the parent company financial
statements are accounted for as income as a return on capital.
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 arises 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 amortised cost less impairment losses and expected loss
provisions.
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.
Called up share capital
Called up share capital represents the nominal value of shares that have been
issued and fully or partly paid by shareholders. Incremental costs directly
attributable to the issue of shares are recognised as a deduction from equity,
net of any related tax effects.
Reserves
Share premium account
The share premium account represents the excess of consideration received over
the nominal value of shares issued, net of directly attributable issue costs.
The reserve is non-distributable except in accordance with applicable company
law.
Fair value reserve
The fair value reserve comprises cumulative net changes in the fair value of
financial assets measured at fair value through profit or loss, net of any
deferred tax provision made. Amounts are transferred to profit or loss or
retained earnings where required on disposal or derecognition of the related
asset.
Reverse acquisition
reserve
The reverse acquisition reserve arises from business combinations accounted
for as reverse acquisitions under International Accounting Standards Board
IFRS 3. The reserve reflects the difference between the legal parent's equity
structure and the deemed consideration accounted for in the transaction
Capital redemption reserve
The capital redemption reserve represents amounts transferred from
distributable reserves in connection with the redemption or purchase of the
Company's own shares in accordance with applicable company law. The reserve is
treated as non-distributable.
Capital contribution
reserve
The capital contribution reserve represents contributions received from
shareholders that do not result in the issue of shares and are therefore
recognised directly in equity. The reserve may also include the value of
share-based payments or other capital contributions settled by parent entities
on behalf of the Group.
Retained
earnings
Retained earnings represent cumulative profits and losses
recognised in the consolidated statement of comprehensive income, net of
dividends paid and other adjustments recognised directly in equity. Retained
earnings may include realised and unrealised amounts available for
distribution subject to applicable legal and regulatory requirements.
2. SEGMENTAL REPORTING
During the year, the directors have reassessed the Group's reportable segments
and have determined that reporting as one segment better reflects the
information the directors use to assess the performance of the business.
The Group operates in one business segment, provision of consultancy services
to, as well as making and trading investments in, financial services
businesses. The directors consider that there is one reportable segment for
the group as all investments are monitored individually by the Board, which is
considered to be the Chief Operating Decision maker based on the definitions
with IFRS 8: Operating Segments ("IFRS 8").
The Group has undertaken an 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 2026 and 2025
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 and all the income arises
at a point in time:
2026 2025
% %
UK 11 6
Non-UK 89 94
Total 100 100
3. OPERATING EXPENSES 2026 2025
£'000 £'000
Staff costs (Note 6) 11,380 11,104
Other operating costs 3,410 2,568
14,790 13,672
4. FINANCIAL EXPENSES 2026 2025
£'000 £'000
Interest costs on lease liability (Note 21) 21 30
Investment management costs (Note 14) 76 107
97 137
5. FINANCIAL INCOME 2026 2025
£'000 £'000
Bank and similar interest 255 709
Income from treasury portfolio investments - interest, dividend and similar
income (Note 14)
1,668 2,475
1,923 3,184
6. STAFF COSTS
The average number of employees, including all directors (executive and
non-executive), employed by the Group during the year was 18 (2025: 17); 6 of
those are in a management role (2025: 6) and 12 of those are in a support role
(2025: 11). All remuneration was paid by B.P. Marsh & Company Limited.
The related staff costs were: 2026 2025
£'000 £'000
Wages and salaries 9,213 9,114
Social security costs 1,492 1,321
Pension costs 289 277
Other employment costs (Note 24) 386 392
11,380 11,104
Share-based charges of £79,787 (2025: £85,780) relating to the SIP and
£306,129 (2025: £305,924) 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 31 January 2022.
7. DIRECTORS' EMOLUMENTS
2026 2025
The aggregate emoluments of the directors were: £'000 £'000
Management services - remuneration 4,777 4,924
Fees 143 53
Pension contributions - remuneration 103 101
5,023 5,078
Of the £79,787 (2025: £85,780) charge relating to the SIP and £306,129
(2025: £305,924) charge relating to the SOP, as set out in Note 6, £21,760
(2025: £28,593) and £156,154 (2025: £148,643) related to the directors
respectively. Refer to Note 24 for further details.
2026 2025
£'000 £'000
Highest paid director
Emoluments 1,981 1,640
Pension contribution 10 41
1,991 1,681
The total emoluments of the highest paid director disclosed above for the
prior year included £500,000 paid to that 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, 3 directors (2025: 4) accrued benefits under these defined
contribution pension schemes.
The key management personnel comprise only the directors for both the current
and prior periods.
8. DIVIDENDS 2026 2025
£'000 £'000
Ordinary dividends
Dividends paid:
6.78 pence per share on 36,839,869 Ordinary shares (2025: 2.68 pence per share 2,498 991
on 36,974,191 Ordinary shares)
8.08 pence per share on 36,855,555 Ordinary shares (2025: 2.68 pence per share 2,978 991
on 36,974,191 Ordinary shares)
6.78 pence per share on 36,835,555 Ordinary shares (2025: 5.36 pence per share 2,497 1,982
on 36,980,671 Ordinary shares)
7,973 3,964
No dividend is payable on the 236,259 unallocated shares held by the Employee
Benefit Trust or the shares held in Treasury.
9. PROFIT BEFORE TAXATION 2026 2025
£'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
199 200
Auditor's remuneration:
Audit fees for the Company 125 49
Other services:
-Audit of subsidiaries' accounts 50 18
-Audit related services 20 -
-Taxation - 18
-Other advisory - 12
Exchange loss / (gain) 737 (79)
Auditor's remuneration disclosed above for the year ended 31 January 2026 are
fees payable to RSM UK Audit LLP (2025: Rawlinson & Hunter Audit LLP).
10. INCOME TAX EXPENSE 2026 2025
£'000 £'000
Current tax:
Current tax on profits for the year 32 34
Adjustments in respect of prior years - -
Total current tax 32 34
Deferred tax (Note 18):
Origination and reversal of temporary differences 749 5,160
Total deferred tax 749 5,160
Total income taxes charged in the Consolidated Statement of Comprehensive
Income
781 5,194
The tax assessed for the year is lower (2025: lower) than the standard rate of
corporation tax in the UK. The differences are explained below:
2026 2025
£'000 £'000
Profit before tax 48,998 104,693
Profit on ordinary activities at the standard rate of corporation tax in the 12,250 26,173
UK of 25.00% (2025: 25.00%)
Tax effects of:
Expenses not deductible for tax purposes 402 355
Withholding tax suffered at source on overseas income 32 34
(Non-taxable)/taxable capital gains on disposal of investments (4,608) (4,323)
Other effects:
Non-taxable income (dividends received) (1,294) (977)
Non-taxable income (unrealised gains on equity portfolio revaluation) (7,414) (17,512)
Management expenses unutilised 1,413 1,444
Total income taxes charged in the Consolidated Statement of Comprehensive
Income
781 5,194
Refer to Note 18 for the deferred tax liability relating to the Group's
unrealised gains on the equity portfolio.
11. EARNINGS AND NET ASSET VALUE PER SHARE FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS
2026 2025
£'000 £'000
Earnings
Earnings for the purpose of basic and diluted earnings per share being total
comprehensive income attributable to equity shareholders
48,217 99,499
Earnings per share - basic 132.6p 269.5p
Earnings per share - diluted 125.9p 256.2p
Number of shares Number Number
Weighted average number of ordinary shares for the purposes of basic earnings
per share
36,369,701 36,919,364
Number of dilutive shares under option(1) 1,921,259 1,918,759
Weighted average number of ordinary shares for the purposes of dilutive
earnings per share
38,290,960 38,838,123
(1) The number of dilutive shares under option as at 31 January 2026 comprised
236,259 (2025: 236,259) unallocated JSOP shares held within the Employee
Benefit Trust and 1,685,000 (2025: 1,682,500) options held under the Group's
Share Option Plan (Note 24).
2026 2025
£'000 £'000
Net Asset Value
Basic Net Asset Value
Net Asset Value attributable to equity shareholders 360,158 326,410
Adjustment to Net Asset Value(1) 1,476 1,476
Adjusted Net Asset Value for the purposes of basic Net Asset Value per share
being total Net Asset Value attributable to equity shareholders
361,634 327,886
Diluted Net Asset Value
Net Asset Value attributable to equity shareholders 360,158 326,410
Adjustment to Net Asset Value(2) 1,980 1,980
Adjusted Net Asset Value for the purposes of diluted Net Asset Value per share
being total Net Asset Value attributable to equity shareholders
362,138 328,390
Adjusted Net Asset Value per share - basic 1009.9p 890.0p
Adjusted Net Asset Value per share - diluted 959.8p 847.3p
Number of shares Number Number
Number of ordinary shares for the purposes of basic Net Asset Value per share
35,808,741 36,839,869
Number of dilutive shares under option(3) 1,921,259 1,918,759
Number of ordinary shares for the purposes of dilutive Net Asset Value per
share
37,730,000 38,758,628
(1) Adjustment to Net Asset Value represents the cash receivable by the Group
when the 525,240 (2025: 525,240) remaining allocated ordinary shares that are
held under joint ownership arrangements within the Employee Benefit Trust, and
which were considered fully dilutive as at 31 January 2026, are sold.
(2) Adjustment to Net Asset Value represents the cash receivable by the Group
when the total remaining 761,499 (2025: 761,499) allocated and unallocated
ordinary shares that are held under joint ownership arrangements within the
Employee Benefit Trust, are sold.
(3) The number of dilutive shares under option as at 31 January 2026 comprised
236,259 (2025: 236,259) unallocated JSOP shares held within the Employee
Benefit Trust and 1,685,000 (2025: 1,682,500) options held under the Group's
Share Option Plan (Note 24).
12. PROPERTY, PLANT AND EQUIPMENT
Leasehold Fixtures and Fittings and Others
£'000
Furniture and Equipment
£'000 Total
£'000
Group
Cost
At 1 February 2024 161 152 313
Additions 33 21 54
At 31 January 2025 194 173 367
At 1 February 2025 194 173 367
Additions 23 223 246
Disposals (64) (18) (82)
At 31 January 2026 153 378 531
Depreciation
At 1 February 2024 140 108 248
Charge for the year 13 22 35
At 31 January 2025 153 130 283
At 1 February 2025 153 130 283
Eliminated on disposal (64) (18) (82)
Charge for the year 15 19 34
At 31 January 2026 104 131 235
Net book value
At 31 January 2026 49 247 296
At 31 January 2025 41 43 84
At 31 January 2024 21 44 65
13. INVESTMENTS - EQUITY PORTFOLIO
Group Shares in investee companies
Continuing investments Current Assets - Investments held for sale Total
£'000 £'000 £'000
At valuation
At 1 February 2024 115,833 49,549 165,382
Additions 31,501 - 31,501
Disposals (13,446) (49,549) (62,995)
Unrealised gains in this period 90,207 - 90,207
At 31 January 2025 224,095 - 224,095
At 1 February 2025 224,095 - 224,095
Additions 37,882 - 37,882
Disposals (20,861) - (20,861)
Unrealised gains in this period 32,650 - 32,650
At 31 January 2026 273,766 - 273,766
At cost
At 1 February 2024 45,923 4 45,927
Additions 31,501 - 31,501
Disposals (308) (4) (312)
At 31 January 2025 77,116 - 77,116
At 1 February 2025 77,116 - 77,116
Additions 37,882 - 37,882
Disposals (6,437) - (6,437)
Removal of legacy costs associated with fully impaired investments(1)
(7,870) - (7,870)
At 31 January 2026 100,691 - 100,691
(1) During the year, the Group reviewed the status of legacy balances
associated with equity portfolio investments that had previously been fully
impaired or liquidated. As a result, an amount of £7,869,798 was derecognised
relating to historical equity costs that no longer existed as the underlying
investments had either been liquidated or were in a prolonged administration
process with no prospect of recovery. This has been presented as a separate
line item within the movement in equity portfolio investments for the period.
The adjustment had no impact on either the Group's consolidated profit for the
period or the net asset value as at 31 January 2026, as the underlying
investments had previously been fully written down. However, the adjustment
has been recognised as a transfer between the Fair Value Reserve and the
Retained Earnings Reserve.
Note 23 contains details of the fair value methodology.
Group investments by valuation
2026 2025
Name of company Fair Value Fair Value
£'000 £'000
Pantheon Specialty Group Limited 106,990 91,500
XPT Group LLC 64,030 59,900
ATC Insurance Solutions PTY Limited 37,680 30,650
iO Finance Partners TopCo Limited 10,000 NI
Oneglobal Broking Holdings Limited 10,000 NI
The Fiducia MGA Company Limited 7,380 6,460
LEBC Holdings Limited 7,120 9,770
Sodalis Capital Limited 5,337 NI
Agri Services Company PTY Limited 5,060 2,720
Volt UW HoldCo Limited 4,250 -
Dempsey Group Limited 4,000 30
CEE Specialty s.r.o. 3,230 2,350
Sage Program Underwriters Inc 2,210 2,170
Devonshire UW Topco Limited 1,500 300
Gambit Risk Finance LLC 1,370 NI
Cameron Specialty HoldCo Limited 1,100 NI
Verve Risk Services Limited 860 625
SRT & Partners Limited 830 150
Amiga Specialty Holdings 706 NI
Limited
Asia Reinsurance Brokers Pte Limited 110 1,100
XPT Producer Co LLC 3 NI
Salus Capital Partners Limited - NI
New Denison Limited - -
Stewart Specialty Risk Underwriting Limited S 13,170
Neutral Bay Investments Limited (Sterling Insurance PTY Limited)
S 3,200
273,766 224,095
NI = Not invested
S = Investment sold during the year
Group equity additions during the year by investment 2026
£'000
iO Finance Partners TopCo Limited 10,000
Oneglobal Broking Holdings Limited 10,000
Pantheon Specialty Group Limited 5,500
Sodalis Capital Limited 5,337
ATC Insurance Solutions PTY Limited 3,127
Gambit Risk Finance LLC 1,395
XPT Group LLC 1,344
Cameron Specialty HoldCo Limited 1,100
Verve Risk Services Limited 76
XPT Producer Co LLC 3
Amiga Specialty Holdings Limited(1) -
Salus Capital Partners Limited(1) -
37,882
( )
(1)Equity investment made at nominal value (less than £100)
On 23 April 2025 the Group acquired an 8% cumulative preferred ordinary 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 4 June 2025 the Group acquired a 49% cumulative preferred ordinary 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 £1,625,000 had been drawn down as at
31 January 2026, with a remaining undrawn facility of £8,375,000 (Note 22).
On 16 June 2025 the Group acquired a 27.03% equity stake in Cameron Specialty
HoldCo Limited ("Cameron Specialty") for consideration of £1,100,000. Cameron
Specialty is a London-based underwriting agency specialising in UK property
insurance in the commercial combined and property owners sectors. The Group
also provided Cameron Specialty with a loan facility of up to £600,000, of
which £300,000 had been drawn down as at 31 January 2026, with a remaining
undrawn facility of £300,000 (Note 22).
On 24 June 2025 the Group acquired a further 2% cumulative preferred ordinary
equity stake in Pantheon Specialty Group Limited ("Pantheon") for
consideration of £5,500,000, split equally from its founders Robert Dowman
and Michael Lee. The investment increased the Group's equity holding from 37%
as at 31 January 2025 to 39% at 31 January 2026.
On 8 July 2025 the Group acquired a further 1.44% equity stake in ATC
Insurance Solutions PTY Limited ("ATC") for non-cash consideration of AUD
6,542,481 (£3,126,708) which was facilitated through the Group's disposal of
its entire holding in Sterling Insurance PTY Limited ("Sterling") to ATC (Note
15). The acquisition of further shares in ATC increased the Group's equity
holding from 25.56% as at 31 January 2025 to 27.00% as at 31 January 2026.
On 8 August 2025 the Group acquired an effective 8.33% preferred equity
interest in Gambit Risk Finance LLC ("Gambit") through a special purpose
vehicle, RSP/BP Marsh Investco LLC (via its wholly-owned subsidiary company
B.P. Marsh (North America) Limited). Gambit is a newly created Bermuda-based
reinsurance vehicle which provides capped risk capital to select existing
profitable underwriting programmes within XPT Group LLC ("XPT"), a fellow
investee company of the Group, specifically within XPT's underwriting arm,
Platinum Specialty Underwriters. The initial consideration provided by the
Group on completion of the investment was $1,875,000 (£1,394,508). The Group
has committed to a maximum capital of $5,000,000, alongside XPT senior
management who have committed up to $10,000,000 (Note 22).
On 1 September the Group acquired, through its wholly-owned subsidiary company
B.P. Marsh (North America) Limited, a 35% equity stake in XPT Producer Co LLC
("XPT Producer Co") for nominal consideration of USD 3,500 (£2,565). XPT
Producer Co is a new US based platform which has been established to enable
XPT, a fellow investee company of the Group, to recruit and incubate new
producers. This new vehicle gives XPT the ability to accelerate its growth
strategy of hiring experienced, quality, revenue generating producers. The
Group also provided XPT Producer Co with an initial loan facility of up to USD
12,500,000 (extended to USD 13,500,000 in December 2025), of which USD
8,500,000 (£6,169,507) had been drawn down as at 31 January 2026, with a
remaining undrawn facility of USD 5,000,000 (Note 22).
On 22 September 2025 the Group acquired a 35% cumulative preferred ordinary
equity stake in Salus Capital Partners Limited ("Salus") for nominal
consideration of £35. Salus is a UK-based insurance intermediary group
specialising in professional indemnity insurance. The Group also provided
Salus with a loan facility of up to £2,000,000, of which £750,000 had been
drawn down as at 31 January 2026, with a remaining undrawn facility of
£1,250,000 (Note 22).
On 30 September 2025 the Group acquired a 10% equity interest in the
Cumulative Convertible Preference shares of Oneglobal Broking Holdings Limited
("Oneglobal"), the JC Flowers & Co majority-owned London-based
international retail and wholesale insurance broker, for consideration of
£10,000,000. The subscription was made through Oneglobal's Cayman registered
holding company, Otto Holdings (Cayman) Ltd ("Otto").
On 26 November 2025 the Group acquired a 26.67% preferred equity stake in
Sodalis Capital Limited ("Sodalis") for consideration of £5,337,333. Sodalis
is a newly formed insurance intermediary group focusing on UK and
international underwriting, wholesale broking and related services and has
been established to pursue a buy-and-build strategy within the international
insurance intermediary sector, targeting specialist underwriting and wholesale
broking platforms across the UK, Europe and the Middle and Far East.
On 29 December 2025 the Group acquired, through its wholly-owned subsidiary
company B.P. Marsh (North America) Limited, a further 0.39% equity stake in
XPT for USD 905,168 (£670,942) from a management shareholder. In addition, on
15 January 2026, the Group acquired a further 0.39% equity stake from another
management shareholder for USD 905,168 (£673,493) on the same terms as the
December 2025 acquisition. Following these investments and other equity
events, the Group's fully diluted shareholding in XPT increased from 28.98% as
at 31 January 2025 to 30.49% as at 31 January 2026.
On 9 January 2026 the Group acquired a further 4% cumulative preferred
ordinary equity stake in Verve Risk Services Limited ("Verve") from one of
its founder shareholders Scott Simmons for consideration of £76,000. The
investment increased the Group's equity holding from 35% as at 31 January 2025
to 39% at 31 January 2026.
Refer to Note 15 for details of the disposals made by the Group during the
year.
The Companies Act requires additional information to be disclosed in respect
of significant investments, which are defined for this purpose as holdings of
20% or more of any class of shares. These disclosures are as follows. All
investee companies listed below were incorporated in the United Kingdom except
for Agri Services Company PTY Limited (Australia), Asia Reinsurance Brokers
Pte Limited (Singapore), ATC Insurance Solutions PTY Limited (Australia), CEE
Specialty s.r.o (Czech Republic), Gambit Risk Finance LLC (USA), Sage Program
Underwriters, Inc. (USA), XPT Group LLC (USA) and XPT Producer Co LLC (USA).
% holding % holding
of share of share
capital at capital at
Name of company 2026 2025 Principal activity
Agri Services Company PTY Limited 41.00 41.00 Holding company for specialist Australian agricultural Managing General Agency
Amiga Specialty Holdings Limited 49.00 - Holding company for specialist Managing General Agency
Asia Reinsurance Brokers Pte Limited 25.00 25.00 Specialist reinsurance broker
ATC Insurance Solutions PTY Limited 27.00 25.56 Specialist Australian Managing General Agency
Cameron Specialty Holdco Limited 27.03 - Holding company for specialist Managing General Agency
CEE Specialty s.r.o. 44.00 44.00 Specialist Managing General Agency
Dempsey Group Limited 30.00 30.00 Holding company for specialist Managing General Agency
Devonshire UW Topco Limited 30.00 30.00 Specialist Managing General Agency
The Fiducia MGA Company Limited 35.18 35.18 Specialist UK Marine Cargo Underwriting Agency
Gambit Risk Finance LLC 8.33 - Specialist reinsurance vehicle
iO Finance Partners Topco Limited 8.00 - Specialist SME finance platform
LEBC Holdings Limited 61.99 61.86 Independent financial advisor company
New Denison Limited 40.00 40.00 Dormant company
Oneglobal Broking Holdings Limited 10.00 - Specialist Insurance Broker
Pantheon Specialty Group Limited 39.00 37.00 Holding company for specialist insurance broker
Salus Capital Partners Limited 35.00 - Specialist insurance intermediary group
Sage Program Underwriters, Inc 30.00 30.00 Specialist Managing General Agency
SRT & Partners Limited 30.00 30.00 Specialist Insurance Broker
Verve Risk Services Limited 39.00 35.00 Specialist Managing General Agency
Volt UW HoldCo Limited 25.50 25.50 Specialist Managing General Agency
XPT Group LLC 30.49 28.98 USA Specialty lines insurance distribution company
XPT Producer Co LLC 35.00 - Specialist producer acquisition platform
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 31 January 2026. The Group does not expect to
recover any amounts in respect of this investment which has been provided
against in full.
The Group's 29.4% equity investment in Criterion Underwriting Pte Limited
("Criterion") has not been listed above as Criterion was struck off the
register during the year and is no longer an investment of the Group.
Shares in
Company group Capital
undertakings contributions Total
£'000 £'000 £'000
At valuation
At 1 February 2024 190,859 38,383 229,242
Additions - - -
Movement in capital contribution in this period - (2,260) (2,260)
Unrealised gains in this period 99,500 - 99,500
At 31 January 2025 290,359 36,123 326,482
At 1 February 2025 290,359 36,123 326,482
Additions - - -
Movement in capital contribution in this period - 62,019 62,019
Unrealised losses in this period (28,281) - (28,281)
At 31 January 2026 262,078 98,142 360,220
At cost
At 1 February 2024 2,143 38,383 40,526
Additions/movements in capital contribution - (2,260) (2,260)
At 31 January 2025 2,143 36,123 38,266
At 1 February 2025 2,143 36,123 38,266
Additions/movements in capital contribution - 62,019 62,019
At 31 January 2026 2,143 98,142 100,285
The Company's shares in group undertakings are stated at fair value based on
the net assets at the reporting date, with movements in the year recognised as
unrealised gains or losses as set out in the table above.
Loans to the subsidiaries of £98,142,174 (2025: £36,122,975) are treated as
capital contributions.
Shares in group undertakings
All group undertakings are registered in England and Wales. The details of
group undertakings held throughout the year are as follows:
%
Holding
of share
Name of company capital Principal activity
B.P. Marsh & 100 Consulting services and investment holding company
Company Limited
Marsh Insurance 100 Investment
Holdings Limited holding company - dormant
B.P. Marsh Asset 100 Dormant
Management Limited
B.P. Marsh (North America) 100 Investment holding company
Limited*
B.P. Marsh Europe Limited 100 Investment holding company
B.P. Marsh & Co. Trustee 100 Dormant
Company Limited
Marsh Development 100 Dormant
Capital Limited
XPT London Limited 100 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 31 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 31 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).
At the year end the Group also held a 100% equity interest in Neutral Bay
Investments Limited ("Neutral Bay") following the redemption and restructuring
of share capital which occurred following the disposal of Neutral Bay's
holding in Sterling Insurance PTY Limited during the year (Note 15).
14. CASH AND CASH EQUIVALENTS
Group 2026 2025
£'000 £'000
Cash and cash equivalents comprise:
Treasury portfolio - current investments 36,085 51,693
Cash and bank balances 13,395 22,444
49,480 74,137
Treasury portfolio - current investments
At valuation 2026 2025
£'000 £'000
Market value at 1 February 51,693 27,525
Additions at cost 35,795 69,730
Disposals (52,995) (47,930)
Interest, dividend and similar income generated in the year, net of investment
management costs
1,592 2,368
Market value at 31 January 36,085 51,693
Disclosed as:
Cash and cash equivalents 36,085 51,693
Total 36,085 51,693
Investment fund split:
GAM London Limited 11,451 17,268
Rathbone Investment Management Limited 12,903 12,484
Rothschild & Co Wealth Management UK Limited
11,731 21,941
Total 36,085 51,693
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.
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 31 January 2026 all amounts held in the funds were non-risk interest
bearing deposits (as at 31 January 2025 all amounts held within the funds were
non-risk interest bearing deposits).
Investment management costs of £75,921 (2025: £106,793) were charged to the
Consolidated Statement of Comprehensive Income during the period.
Company
Cash and bank balances held by the Company as at 31 January 2026 were £7,158
(2025: £7,218).
15. REALISED GAINS / (LOSSES) ON DISPOSAL OF EQUITY INVESTMENTS
Group 2026 2025
£'000 £'000
Net realised gains on disposal of investments 19,651 17,292
19,651 17,292
The realised gains / (losses) on disposal of investments comprise:
Stewart Specialty Risk Underwriting Limited 14,382 -
Paladin Holdings Limited 4,122 9,008
LEBC Holdings Limited 1,220 -
Sterling Insurance PTY Limited (73) -
Lilley Plummer Holdings Limited - 8,281
Walsingham Holdings Limited - 3
19,651 17,292
The realised gains and losses on disposal of equity investments arising during
the year are as follows:
£14,382,436 of the net gain was in relation to the Group's disposal of its
entire fully diluted 28.2% holding in Stewart Specialty Risk Underwriting
Limited ("SSRU") to Ryan Specialty, LLC, which completed on 3 December 2025.
On completion, the Group received initial cash consideration of £27,552,436,
which when compared to the fair value of £13,170,000 at 1 February 2025,
resulted in the net realised gain of £14,382,436. The cash proceeds received
also represented an overall gain of £27,552,417 above the net cost of
investment. Further performance related deferred contingent consideration is
payable to SSRU's shareholders in 2026, based on SSRU's performance to 31
December 2025. Refer to Note 26 for further details of amounts received by the
Group since the year end.
£4,122,376 of the net gain relates to the revaluation of the Group's deferred
contingent consideration debtor balance held within the Consolidated Statement
of Financial Position in relation to the sale of its investment Paladin
Holdings Limited ("Paladin") in March 2024. The carrying value of the deferred
contingent consideration as at 1 February 2025 was £14,541,000. During the
year the Group received the first tranche of deferred contingent consideration
due in respect of Paladin's 2024 financial year, amounting to £9,172,141. As
at 31 January 2026 the balance (second tranche) of the expected deferred
contingent consideration due in respect of Paladin's 2025 financial year was
revalued at £9,491,235 resulting in the £4,122,376 gain recognised within
the Consolidated Statement of Financial Position. Refer to Note 26 for further
details of amounts received by the Group since the year end.
£1,219,606 of the net gain relates to the receipt of a distribution from LEBC
Holdings Limited ("LEBC") following LEBC's receipt (in June 2025) of 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, a
wholly-owned subsidiary of LEBC, to Titan Wealth Holdings Limited which
completed in April 2024. The Group received £5,710,825 in respect of its pro
rata proportion of the deferred contingent consideration on 2 September 2025
and the Group has recognised the receipt of the distribution from LEBC as a
partial disposal and written off a proportionate amount of the Group's
original cost of investment in LEBC against the proceeds received, resulting
in the gain of £1,219,606 recognised within the Consolidated Statement of
Financial Position. 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.
The realised loss of £(73,291) relates to the disposal of the Group's entire
holding in Sterling Insurance PTY Limited ("Sterling"). On 30 May 2025 the
Group completed the disposal of its c.19.7% investment in Sterling, held via a
49.9% equity holding in Neutral Bay Investments Limited ("Neutral Bay").
Sterling was acquired by ATC, in which the Group is also a shareholder. Under
the terms of the transaction ATC acquired 100% of Sterling and the Group's
consideration for the sale of AUD 6,542,481 (£3,126,708) was received in
shares in ATC. The non-cash proceeds received (facilitated via a redemption of
capital in Neutral Bay, which completed subsequent to the sale of Sterling on
8 July 2025) resulted in the realised loss of £(73,291) when compared to the
attributable fair value of £3,199,999 at 1 February 2025. The proceeds
received represented an overall gain of £1,181,299 above the net cost of
investment. As outlined in Note 13, following receipt of the consideration,
the Group's shareholding in ATC increased from 25.56% as at 31 January 2025 to
27.00% as at 31 January 2026. In addition, as part of the redemption and
restructuring of share capital within Neutral Bay, the Group acquired 100% of
the equity in Neutral Bay and this company is now fully consolidated within
the Group.
The disposals of SSRU and Sterling resulted in a net release of previously
unrealised gains to Retained Earnings from the Fair Value Reserve of
£14,424,570 (£13,169,981 in respect of SSRU and £1,254,589 in respect of
Sterling) as set out in the Consolidated Statement of Changes in Equity.
16. LOANS AND RECEIVABLES - NON-CURRENT
Group Company
2026 2025 2026 2025
£'000 £'000 £'000 £'000
Loans to investee companies (Note 25) 28,724 17,254 - -
Amounts owed by group undertakings - - 1,979 1,979
Other receivables (Note 15) - 5,369 - -
28,724 22,623 1,979 1,979
The amounts owed to the Company by group undertakings are interest free and
repayable on demand.
Other receivables of £5,368,859 in the prior year related to deferred
contingent consideration due in relation to the Group's disposal of its
investment in Paladin Holdings Limited, receivable in 2026 (Note 15).
See Note 17 for the provisions against loans to investee companies and Note 25
for terms of the loans.
17. TRADE AND OTHER RECEIVABLES - CURRENT
Group Company
2026 2025 2026 2025
£'000 £'000 £'000 £'000
Trade receivables 1,092 728 - -
Less provision for impairment of receivables
- - - -
1,092 728 - -
Loans to investee companies (Note 25) 10,048 8,343 - -
Other receivables (Note 15) 9,514 9,172 - -
Prepayments and accrued income 2,725 1,360 - -
23,379 19,603 - -
Other receivables includes £9,491,235 relating to deferred contingent
consideration arising from the Group's disposal of its investment in Paladin
Holdings Limited during the prior year, receivable in April 2026 (see Note
15). Refer to Note 26 for details of amounts received by the Group since the
year end.
Management have undertaken a review of the loans to investee companies and
consider that the risk of default remains low so no provision for impairment
or expected credit loss provision has been recognised in the current year as
any provision would be immaterial.
In the prior 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 during the year ended 31 January 2024 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. During
the prior 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.
Included within net trade receivables is a gross amount of £992,768 (2025:
£632,050) owed by the Group's participating interests. No provision for bad
debts has been made in either the current or prior year.
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 £1,092,008 (2025: £728,476), of which £393,998 (2025: £163,068)
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
£662,960 (2025: £369,539) 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
2026 2025 2026 2025
£'000 £'000 £'000 £'000
Not past due 698 565 - -
Past due: 0 - 30 days 20 7 - -
Past due: 31 - 60 days 55 3 - -
Past due: more than 60 days 319 153 - -
1,092 728 - -
See Note 25 for terms of the loans and Note 23 for further credit risk
information.
18. DEFERRED TAX LIABILITIES - NON-CURRENT
Group Company
£'000 £'000
At 1 February 2024 6,687 -
Tax movement relating to investment revaluation for the year (Note 10) 5,160 -
At 31 January 2025 11,847 -
At 1 February 2025 11,847 -
Tax movement relating to investment revaluation for the year (Note 10) 749 -
At 31 January 2026 12,596 -
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 £12,596,000 has been made as at 31 January
2026 (2025: £11,847,000).
The deferred tax provision of £12,596,000 as at 31 January 2026 (2025:
£11,847,000) 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 31 January 2026, 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.
19. CURRENT LIABILITIES
Group Company
2026 2025 2026 2025
£'000 £'000 £'000 £'000
Trade and other payables
Trade payables 274 92 - -
Other taxation & social security costs 191 139 - -
Accruals and deferred income 2,343 1,942 - -
Amounts owed to participating interests 42 42 - -
2,850 2,215 - -
Lease liabilities (Note 21) 203 194 - -
3,053 2,409 - -
All of the above liabilities are measured at amortised cost.
20. CALLED UP SHARE CAPITAL
2026 2025
£'000 £'000
Allotted, called up and fully paid
37,100,000 Ordinary shares of 10p each (2025: 37,100,000) 3,710 3,710
3,710 3,710
During the year the Company paid a total of £6,912,286 including commission,
in order to repurchase 1,046,814 ordinary shares at an average price of 659
pence per share (2025: 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).
Distributable reserves have been reduced by £6,912,286 (2025: £835,267) as a
result.
Ordinary shares held by the Company in Treasury
Movement of ordinary shares held in Treasury:
2026 2025
Number Number
Opening total ordinary shares held in Treasury at 1 February 23,872 77,550
Ordinary shares repurchased into Treasury during the year 1,046,814 156,702
Ordinary shares transferred to the B.P. Marsh SIP Trust during the year (15,686) (22,380)
Ordinary shares cancelled from Treasury during the year - (188,000)
Total ordinary shares held in Treasury at 31 January 1,055,000 23,872
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.
21. LEASES
Group
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 1 February 2024 507
Depreciation charge (165)
At 31 January 2025 342
At 1 February 2025 342
Depreciation charge (165)
At 31 January 2026 177
Lease liabilities
The Group was committed to making the following future aggregate minimum
payments under its leases:
2026 2025
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 16 230
230 444
Lease liabilities included in Consolidated Statement of Financial Position
at 31 January: 218 412
Maturity analysis:
Current liabilities (Note 19) 203 194
Non-current liabilities 15 218
218 412
Amounts recognised in profit or loss: 2026 2025
£'000 £'000
Interest on lease liabilities (Note 4) 21 30
Amounts recognised in the Consolidated Statement of Cash Flows: 2026 2025
£'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
Loan commitments
At 31 January 2026, the Group had undrawn loan facility commitments to various
portfolio companies totalling £15,017,682 (2025: £2,275,599) of which
£13,763,113 (2025: £1,834,875) relates to new facilities granted in the
year. The commitment as at 31 January 2026 includes £8,375,000 re Amiga
Specialty Holdings Limited, £300,000 re Cameron Specialty Holdco Limited,
£220,000 re Dempsey Group Limited, £35,812 re Devonshire UW Topco Limited
Limited, £150,000 re Pantheon Specialty Group Limited, £109,569 (USD
150,000) re Sage Program Underwriters, Inc, £1,250,000 re Salus Capital
Partners Limited, £175,000 re Verve Risk Services Limited, £750,000 re Volt
UW HoldCo Limited and £3,652,301 (USD 5,000,000) re XPT Producer Co LLC.
Equity commitments
On 26 November 2024 the Group entered into a Capital Call Agreement in which
it has agreed to invest, in certain circumstances, up to USD 5,000,000 in
additional cash capital in the form of preferred equity in XPT Group LLC. As
at 31 January 2026 XPT had not issued any Capital Call Notices.
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 and they are summarised in the Group Strategic Report under
"Financial Risk Management".
Interest rate profile
The Group has cash and cash equivalent balances of £49,480,000 (2025:
£74,137,000), 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 4.95% p.a. in the
period (2025: 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 (2025: 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 three currency hedging transactions of
USD 6,200,000, AUD 600,000 and EUR 244,000 (2025: two currency hedging
transactions USD 3,075,000 and AUD 600,000) to mitigate the exchange rate risk
for certain foreign currency receivables. These were settled before the year
end. A net gain of £433,424 (2025: net loss of £102,901) 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 10,469,000, AUD 600,000 and EUR 244,000 which were entered
into on 30 January 2026. The fair values of these hedges are not materially
different to the transaction costs.
Financial liabilities
The Company had no borrowings as at 31 January 2026 (2025: 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 IPEV
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 31 January 2026:
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Assets
Equity portfolio investments designated as "fair value through profit or loss" - - 273,766 273,766
assets
Deferred contingent consideration measured at fair value through profit or
loss
- - 9,491 9,491
- - 283,257 283,257
The Group's classification of the financial instruments at fair value into the
valuation hierarchy at 31 January 2025 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" - - 224,095 224,095
assets
Deferred contingent consideration measured at fair value through profit or
loss
- - 14,541 14,541
- - 238,636 238,636
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
IPEV 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 31 January 2026 classified as Level 3, 80% by value (2025:
82%) were valued using a multiple of earnings and 20% (2025: 18%) 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 31 January 2026 was 12.7x
(2025: 13.2x).
If the multiple used to value each unquoted investment valued on an earnings
basis as at 31 January 2026 moved by 10%, this would have an impact on the
investment portfolio of £25.5m (2025: £21.2m) or 9.3% (2025: 9.4%).
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 31 January 2026 the proportion of the investment portfolio that was valued
using these techniques were: 10.2% at cost (2025: 1%), 6.9% using a multiple
of GWP (2025: 13%), 2.6% using forecast cash flow (2025: 4%) and 0.3% using
agreed sales value (2025: 0%).
If the value of all the investments valued under alternative methodologies
moved by 10%, this would have an impact on the investment portfolio of £2.2m
(2025: £2.7m) or 0.8% (2025: 1.2%).
Deferred contingent consideration is recognised at fair value through profit
or loss and remeasured at each reporting date based on expected future cash
receipts.
24. SHARE BASED PAYMENT ARRANGEMENTS
Joint Share Ownership Plan
During the year to 31 January 2019, B.P. Marsh & Partners Plc entered into
joint share ownership agreements ("JSOAs") with certain employees and
directors.
On 12 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 12 June 2018. Following the acquisition of the
Trustee by JTC Plc on 10 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 12 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 31 January 2022.
During the year to 31 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 31 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 26 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 Company would be entitled
to receive £4,106,259 in total (based upon the total 1,461,302 shares
originally issued to the Employee Benefit Trust at 281 pence per share).
No shares were sold from the Employee Benefit Trust during the year (2025:
681,648 shares were sold).
As at 31 January 2026 there were 761,499 shares (as at 31 January 2025:
761,499 shares) held within the Employee Benefit Trust, 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.
No amounts were received during the year from the Employee Benefit Trust in
respect of the £4,106,259 receivable by the Company (2025: £2,126,259 was
received). As at 31 January 2026 the balance due to the Company was
£1,980,000 (as at 31 January 2025: balance due was £1,980,000). As such,
provided that the remaining shares are eventually sold from the Employee
Benefit Trust for at least 260.0p per share on average, the Company will
receive this balance in full.
Share Incentive Plan
During the year to 31 January 2017 the Group established an HMRC approved
Share Incentive Plan ("SIP").
On 14th April 2025, a total of 11 eligible employees (including 3 executive
directors of the Company) applied for the 25-26 SIP and were each granted 571
ordinary shares ("25-26 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 11 eligible employees (including
3 executive directors of the Company) took up the offer and acquired the full
£1,800 worth of Partnership Shares (285 ordinary shares) and were therefore
awarded 570 Matching Shares.
The 25-26 Free and Matching Shares are subject to a 1 year forfeiture period.
A total of 15,686 (2025: 22,380) Free, Matching and Partnership Shares were
granted to the 11 (2025: 12) eligible employees during the year, including
4,278 (2025: 5,595) granted to 3 (2025: 3) executive directors of the Company.
As at 31 January 2026 a total of 244,223 (2025: 228,537) Free, Matching and
Partnership Shares had been granted to 11 currently eligible employees under
the SIP, including 106,065 granted to 3 executive directors of the Company.
£79,787 of the IFRS 2 charges (2025: £85,780) associated with the award of
the SIP shares to the 11 (2025: 12) eligible directors and employees of the
Company have been recognised in the Statement of Comprehensive Income as
employment expenses (Note 6).
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 6 September 2023 the Group established a new employee Share Option Plan
("SOP").
On 17 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.
During the year, and as announced on 27 March 2025, 490,000 Options were
granted following the lapse of 490,000 Options previously granted in October
2023 due to departing employees, 200,000 of which had previously been granted
to a former executive director (as announced on 15 November 2023). These
Options were reallocated to the 11 currently eligible employees under the
scheme, including 3 executive directors of the Company.
Following the reallocation, the total number of Options granted to the 11
eligible employees, including 3 executive directors of the Company, amounted
to 1,685,000. 970 Options remained unallocated as at 31 January 2026.
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 31 January 2024, 31 January 2025 and 31 January 2026
("Performance Period"). The first exercise date is 6 September 2026 whereby
50% of vested Options will be exercisable at 10p per share, with the remaining
50% exercisable at 10p per share from 6 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
Group has exceeded the growth performance criteria such that 100% of the
options have vested with 50% exercisable on 6 September 2026 and 50%
exercisable on 6 September 2027, assuming the option holder remains an
employee as at the exercise date.
£306,129 of the IFRS 2 charges (2025: £305,924) associated with the grant of
the SOP options to 11 (2025: 12) eligible directors and employees of the
Company has been recognised in the Statement of Comprehensive Income as
employment expenses.
The diluted earnings per share and net asset value per share include the
1,685,000 options over ordinary shares granted as part of the Company's SOP as
these were dilutive for the Group as at 31 January 2026 based upon the
performance conditions attached to the options (Note 11).
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:
2026 2025
£'000 £'000
Agri Services Company PTY Limited 607 602
Alchemy Underwriting Limited 3,500 6,000
Amiga Specialty Holdings Limited 1,625 -
Cameron Specialty HoldCo Limited 300 -
CEE Specialty s.r.o. (including management loans) 424 410
Dempsey Group Limited 1,350 1,250
Devonshire UW Topco Limited 1,739 1,490
The Fiducia MGA Company Limited 541 999
Pantheon Specialty Group Limited 6,325 -
Pantheon Specialty Limited (formerly Denison and Partners Limited) 670 670
Sage Program Underwriters, Inc. 109 120
Salus Capital Partners Limited 750 -
SRT & Partners Limited 3,100 2,350
Verve Risk Services Limited 894 644
Volt UW HoldCo Limited 1,750 1,200
XPT Group LLC (including management loans) 8,919 9,862
XPT Producer Co LLC 6,169 -
38,772 25,597
Disclosed as:
Trade and other receivables - Current (Note 17) 10,048 8,343
Loans and receivables - Non-current (Note 16) 28,724 17,254
38,772 25,597
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. The average interest rate charged on all loans as at 31 January 2026
was 8.8% (31 January 2025: 9.9%).
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:
2026 2025
£'000 £'000
Agri Services Company PTY Limited 162 172
Alchemy Underwriting Limited 710 739
Amiga Specialty Holdings Limited 71 -
Asia Reinsurance Brokers Pte Limited 60 -
ATC Insurance Solutions PTY Limited 490 595
Brown & Brown (Europe) Holdco Limited 1 35
CEE Specialty s.r.o. 357 93
Cameron Specialty Insurance Limited 166 -
Dempsey Group Limited 141 120
Devonshire UW Topco Limited 179 210
The Fiducia MGA Company Limited 165 146
iO Finance Partners Topco Limited 742 -
LEBC Holdings Limited 460 598
Lilley Plummer Holdings Limited - 670
Neutral Bay Investments Limited 414 122
Oneglobal Broking Holdings Limited 387 -
Paladin Holdings Limited - 141
Pantheon Specialty Group Limited 1,766 1,299
Pantheon Specialty Limited (formerly Denison and Partners Limited) 74 78
RSP/BP Marsh Gambit Investco LLC 54 -
Sage Program Underwriters, Inc. 48 52
Salus Capital Partners Limited 104 -
Sodalis Capital Limited 59 -
SRT & Partners Limited 261 119
Stewart Specialty Risk Underwriting Limited 648 692
Verve Risk Services Limited 122 117
Volt UW HoldCo Limited 171 124
XPT Group LLC 2,175 1,603
XPT Producer Co LLC 354 -
Income receivable from other related entities of the Company 57 51
10,398 7,776
Income receivable from other related entities of the Company includes amounts
arising from transactions with related parties. During the year, the Group
recognised management fee income of £46,000 (2025: £41,000) from the Marsh
Christian Trust ("the Trust"), a grant-making charitable trust. Brian Marsh, a
significant shareholder of the Company, is also Trustee and Settlor of the
Trust.
The Group also recognised management fee income of £11,300 (2025: £9,600)
from Brian Marsh Enterprises Limited ("BME"), a company in which Brian Marsh,
a significant shareholder of the Company, is chairman and majority
shareholder.
All the above transactions were conducted on an arms-length basis.
Of the total dividend payments made during the year of £7,973,123,
£3,171,818 was paid to the directors or parties related to them (2025: total
dividend payments of £3,963,981 of which £1,571,327 was paid to the
directors or parties related to them).
26. EVENTS AFTER THE REPORTING DATE
Group
As at 31 January 2026 the Group had provided loans of
£1,739,284 from a total loan facility of £1,775,096 to Devonshire UW Topco
Limited ("Devonshire"). On 1 February 2026 a further £34,958 was drawn down
from this facility increasing the amount drawn down to £1,774,242. In
addition, on 11 March 2026 the Group provided Devonshire with an additional
loan facility of £1,440,000 which was drawn down in full on completion. Total
loans stand at £3,214,242, with a remaining undrawn facility of £854 at the
date of this report.
As at 31 January 2026 the Group had provided loans of £750,000 from a total
loan facility of £2,000,000 to Salus Capital Partners Limited. On 19 February
2026 and 14 April 2026 further amounts of £250,000 and £250,000 were drawn
down respectively. Total loans stand at £1,250,000, with a remaining undrawn
facility of £750,000 at the date of this report.
As at 31 January 2026 the Group had provided loans of £1,750,000 from a total
loan facility of £2,500,000 to Volt UW HoldCo Limited ("Volt"). On 19
February 2026 and 15 April 2026 further amounts of £300,000 and £450,000
were drawn down respectively. On 22 May 2026 the Group agreed to increase
Volt's loan facility by a further £500,000 to £3,000,000. Total loans stand
at £2,500,000, with a remaining undrawn facility of £500,000 at the date of
this report.
As at 31 January 2026 the Group had provided loans of
£1,350,000 from a total loan facility of £1,570,000 to Dempsey Group
Limited. On 20 February 2026 and 12 May 2026 further amounts of £100,000 and
£120,000 were drawn down. Total loans stand at £1,570,000, with no remaining
undrawn facility at the date of this report.
As at 31 January 2026 the Group had provided loans of £6,325,092 from a total
loan facility of £6,475,092 to Pantheon Specialty Group Limited. On 4 March
2026 a further amount of £150,000 was drawn down. Total loans stand at
£6,475,092, with no remaining undrawn facility at the date of this report.
As at 31 January 2026 the Group had provided loans of £1,625,000 from a total
loan facility of £10,000,000 to Amiga Speciality Holdings Limited ("Amiga").
On 4 March 2026 a further amount of £200,000 was drawn down bringing total
loans to £1,825,000. On 17 March 2026 the Group completed the disposal of its
entire equity holding in Amiga. Under the terms of the transaction Sodalis
Capital Limited ("Sodalis"), an investee company of the Group, acquired 100%
of Amiga. The Group received initial cash consideration of £706,250 for its
39.24% shareholding at the time of sale, which was in line with the Group's
carrying value of Amiga as at 31 January 2026. The Group also received full
repayment of its outstanding loan facility to Amiga of £1,825,000. The
sellers, including the Group, may receive deferred consideration contingent on
Amiga's Adjusted EBITDA performance over the financial years 31 December 2027
and 31 December 2028. Following the disposal and some dilutive shareholder
structural changes which occurred just prior to the sale, the Group's
shareholding in Sodalis reduced from 26.67% as at 31 January 2026 to 25.55% at
the date of this report.
On 17 March 2026 the Group acquired a 30% cumulative preferred ordinary equity
stake in Nine Edge Wealth Limited ("Nine Edge"), for a nominal consideration
of £30. Nine Edge is a newly established independent financial advice ("IFA")
business led by Derek Miles, former CEO of Aspira Corporate Solutions Limited.
The Group also provided Nine Edge with a loan facility of up to £5,000,000,
of which £1,750,000 was drawn down on completion. A further loan drawdown of
£1,835,000 was made on 8 April 2026 bringing total loans outstanding to
£3,585,000, with a remaining undrawn facility of £1,415,000 at the date of
this report.
On 17 March 2026 the Group acquired a 25% cumulative
preferred ordinary equity stake in Ventura Risk Partners Holdings Limited
("Ventura"), for nominal consideration of £49. Ventura is a newly established
insurance broker focused on placing energy risks into the Lloyds's and wider
London insurance markets. The Group also provided Ventura with a loan facility
of up to £2,000,000, of which £400,000 was drawn down on completion, with a
remaining undrawn facility of £1,600,000 at the date of this report.
As at 31 January 2026 the Group had provided loans of AUD 1,200,000
(£607,045) to Agri Services Company PTY Limited ("Agri Services"). On 19
March 2026 the Group agreed to provide Agri Services with an additional loan
facility of AUD 1,900,000. On 6 May 2026 AUD 800,000 (£424,178) was drawn
down from the additional loan facility. Total loans stand at AUD 2,000,000
(£1,031,223), with a remaining undrawn facility of AUD 1,100,000 at the date
of this report.
On 25 March 2026 the Group committed to provide further funding to Oneglobal
Broking Holdings Limited ("Oneglobal") by entering into a Subscription
Agreement in which it has committed to subscribe for further shares in the
capital of Oneglobal's holding company, Otto Holdings (Cayman) Limited
("Otto"), for an aggregate purchase price of up to £5,500,000 (in return for
up to 5,979,770 Cumulative Convertible Preference Shares), or the equivalent
of up to an additional 7.5% equity on a fully diluted basis. At the time of
investment it was acknowledged that the subscription for shares may require
prior regulatory approval from relevant regulatory authorities and as such,
prior to the obtaining of such approvals, the Group agreed to enter into a
corresponding Loan Agreement to lend up to £5,500,000 in aggregate (being the
purchase price of the shares as defined in the Subscription Agreement) to the
Company as advance facilities until the relevant regulatory approvals had been
granted. Consequently, on 25 March 2026, the Group provided Otto with
£2,000,000 of loan funding (Tranche 1) under the Loan Agreement which, in
turn, will result in a corresponding subscription for 2,174,462 Cumulative
Convertible Preference Shares, with the Group's equity holding increasing by
2.7% from 10% to 12.7% once regulatory approval has been obtained. £3,500,000
remains undrawn on the loan facility at the date of this report.
On 30 March 2026 the Group agreed to provide iO Finance Partners Topco Limited
with a loan facility of £2,500,000, of which £1,800,000 was drawn down on
completion, with a remaining undrawn facility of £700,000 at the date of this
report.
On 1 April 2026 the Group acquired a further 2% cumulative preferred ordinary
equity stake in Pantheon Specialty Group Limited for consideration of
£5,500,000, from its founders Robert Dowman and Michael Lee. The investment
increased the Group's equity holding from 39% as at 31 January 2026 to 41% at
the date of this report.
On 10 April 2026 the Group received further consideration of £9,563,897 from
the disposal of its investment in Paladin Holdings Limited ("Paladin") to
Specialist Risk Group Limited which completed on 22 March 2024. The payment
represents the second and final tranche of deferred contingent consideration
due to the Group which was based upon Paladin achieving 20% EBITDA growth
targets above its actual adjusted EBITDA for 2023 in respect of its 2025
financial year and brings the total consideration received by the Group to
£62,751,800 at the date of this report.
As at 31 January 2026 the Group had provided loans of USD 8,500,000
(£6,169,507) from a total loan facility of USD 13,500,000 to XPT Producer Co
LLC. Since 31 January 2026 further aggregate loan drawdowns totalling USD
4,750,000 (£3,526,230) have been made. Total loans stand at USD 13,250,000
(£9,695,737), with a remaining undrawn facility of USD 250,000 at the date of
this report.
On 14 April 2026 the Group received further consideration of £738,584 from
the disposal of its investment in Stewart Specialty Risk Underwriting Limited
("SSRU") to Ryan Specialty, LLC which completed on 3 December 2025. The
payment represents performance related deferred contingent consideration due
to the Group, based upon SSRU's performance in respect of its 2025 financial
year and brings the total consideration received by the Group to £28,291,020
at the date of this report.
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 price risk though its investments in unquoted
companies, where valuations may fluctuate due to changes in the financial
performance, market conditions, sector outlook or prospects of the underlying
businesses. As the Group's investments are not publicly traded, valuations are
inherently subjective and may differ from values ultimately realised on
disposal.
The Group manages this risk through active oversight of its portfolio
companies, including board representation and regular review of financial and
operational performance. Investee companies provide monthly management
information to support ongoing assessment of valuation assumptions and
investment pricing, enabling the Group to respond promptly to matters that may
affect investment value.
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
2026 2025 2026 2025
£'000 £'000 £'000 £'000
Fair value of investments - equity portfolio
273,766 224,095 262,078 290,359
Impact of a 10% change in fair value on Consolidated Statement of
Comprehensive Income
27,377 22,410 26,208 29,036
Credit risk
The Group is exposed to credit risk in relation to its unquoted investments,
cash balances and deposits. Credit risk associated with unquoted investments,
which may comprise both debt and equity instruments, is linked to the
financial performance and enterprise value of the underlying portfolio
companies and is reflected through movements in fair value.
The Group manages this risk through ongoing monitoring of portfolio company
performance and regular review of financial information. Cash balances and
deposits are held with established financial institutions with appropriate
credit standing to minimise counterparty risk.
The Group is exposed to credit risk through loans advanced to Investee
Companies as part of its investment activities. These loans generally rank in
priority to the Group's equity interests and, in most cases, are secured
against the assets of the relevant investee business.
The Group seeks to mitigate credit risk through active portfolio oversight and
regular engagement with Investee Companies. A representative of the Group is
typically appointed to the board of each Investee Company, enabling ongoing
monitoring of financial performance, operational developments and emerging
risks.
The Board regularly reviews the recoverability of loans and assesses the
adequacy of any related provisions. Where there is evidence that amounts may
not be fully recoverable, appropriate impairment provisions are recognised.
The Group's cash is held with a variety of different counterparties with 100%
(2025: 100%) held with A rated institutions.
Liquidity risk
The Group invests primarily in unquoted businesses and, as a result, the
timing and realisation of investments can be uncertain.
The Board regularly reviews the Group's liquidity position, working capital
requirements and cash flow forecasts to ensure that the Group maintains
sufficient financial resources to meet its operational requirements and
investment commitments as they fall due.
A key objective of the Group's capital management approach is to ensure that
recurring income generated from the investment portfolio substantially
supports the Group's operating costs, thereby preserving capital available for
future investment activity.
The Board considers that the Group maintains an appropriate level of liquidity
and financial flexibility to support its current activities and strategic
objectives.
As at 31 January 2026 the Group had no borrowings (31 January 2025: no
borrowings).
Interest rate risk
The Group is exposed to interest rate risk through interest receivable on cash
deposits, loans advanced to Investee Companies and certain preferred dividend
arrangements linked to reference interest rates.
At 31 January 2026, the Group had no interest-bearing liabilities but did hold
interest-bearing assets.
The majority of loans advanced by the Group incorporate minimum interest rate
protections and, in certain cases, hurdle mechanisms linked to the UK Base
Rate. These arrangements are intended to mitigate the impact of periods of
lower interest rates while enabling the Group to participate in increases in
prevailing market rates where appropriate.
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
£430,000 for the Group (2025: £270,000 increase).
Currency risk
The Group has exposure to foreign currency risk through its international
investment activities and overseas income streams.
Movements in foreign exchange rates may affect the valuation of overseas
investments, income generated from portfolio companies and the Group's
reported financial performance in accordance with its accounting policies.
The Board monitors foreign currency exposures on an ongoing basis and
considers the potential impact of exchange rate movements on the Group and its
investment portfolio.
At 31 January 2026, 67% of the Group's net assets were sterling denominated
(2025: 65%). 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 31 January 2026 Sterling US dollar Euro Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Net assets 242,833 43,347 70,214 3,654 110 360,158
Sensitivity analysis
Assuming a 10% movement of exchange rates against sterling
Impact on net assets N/A (3,913) (5,697) (10) (9,933)
(313)
Australian dollar
As at 31 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)
Capital management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to maintain financial flexibility
sufficient to support its investment strategy and portfolio companies, and to
maximise long-term shareholder value.
The Group's capital structure principally comprises shareholders' equity, cash
and cash equivalents, and investments and loans advanced to investee
companies. A significant proportion of the Group's net asset value is
represented by the investment portfolio and related loan assets held with
investee companies.
The Board monitors capital on the basis of the Group's net asset value,
available liquidity, forecast cash requirements and committed investment
obligations. The Group seeks to maintain sufficient working capital resources
to support the ongoing requirements of the business and the funding needs of
investee companies.
Investment and lending decisions are reviewed by the Board with reference to
the Group's capital resources, expected investment returns, portfolio
concentration, liquidity risk and overall market conditions.
The Group may manage its capital structure by:
- raising new equity capital;
- realising investments;
- adjusting the level and timing of investment commitments;
- recovering or restructuring loans to investee companies; and
- managing dividend distributions to shareholders.
The Group is not subject to externally imposed capital requirements.
At the reporting date, approximately 87% of the Group's net asset value was
represented by investments and loans to investee companies. The Board reviews
the carrying value and recoverability of these assets on a regular basis as
part of its overall capital management processes.
28. PRIOR PERIOD ADJUSTMENT
The directors have reviewed the classification of cash flows in the group and
parent company cash flow statements and have amended certain classifications
to ensure compliance with IAS 7 and to better align to the group's operations.
The 2025 comparatives have been restated to be consistent with the revised
presentation. The amendments are summarised below.
Consolidated statement of cash flows
1. Purchase of equity investments of (£31,501k) have been reclassified
from operating to investing activities.
2. Proceeds from sale of equity investments of £65,738k have been
reclassified from operating to investing activities.
3. Net loan repayments from investee companies of £3,466k have been
reclassified from operating to investing activities and disclosed as loans to
investee companies of (£11,241k) and loan repayments from investee companies
of £14,707k.
4. Financial income of £3,184k has been reclassified from financing to
investing activities.
The net impact of these changes was:
· Net cash from operating activities decreased from £33,487k to
(£4,216k).
· Net cash from investing activities increased from £25k to £40,912k.
· Net cash from financing activities reduced from £190k to (£2,994k).
· There was no impact on the change in cash and cash equivalents.
Parent company statement of cash flows
1. Adjustments relating to non-cash items of £413k have been reclassified
from financing activities to operating activities.
2. Decrease in amounts owed by group undertakings of £2,260k have been
reclassified from financing to investing activities.
The net impact of these changes was:
· Net cash from operating activities increased from £nil to £413k
· Net cash from investing activities increased from £nil to £2,260k;
· Net cash from finance activities decreased from £nil to (£2,673k).
· There was no impact on the change in cash and cash equivalents.
29. 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 2026 but is
derived from those accounts. The statutory accounts for the year to 31 January
2026 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 2026 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 26 May
2026 for their release on 27 May 2026.
-Ends-
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