Final Results for the Year to 31 January 2025

10 June 2025

B.P. Marsh & Partners Plc

("B.P. Marsh", "the Company" or "the Group")

Final Results for the Year to 31 January 2025

B.P. Marsh & Partners Plc (AIM: BPM), the specialist private equity investor in early-stage financial services businesses, announces its audited Group Final Results for the year ended 31 January 2025.

Highlights:

· Consolidated profit before tax of £104.7m (31 January 2024: £43.6m)

· Total Shareholder return of £101.2m (44.2%) for the year, comprising growth in Net Asset Value and the £4.0m dividends paid in aggregate in March 2024, May 2024 and July 2024

· Net Asset Value has increased by £97.2m to £326.4m (31 January 2024: £229.2m), a 42.4% increase

· Net Asset Value per share has increased by 261.0p to 890.0p* (31 January 2024: 629.0p)

· Disposal of Lilley Plummer Risks Limited ("LPR") and receipt of £21.7m

· Disposal of Paladin Holdings Limited ("Paladin")/ CBC UK Limited ("CBC") and receipt of £44.0m consideration

· Four new equity investments were made during the year

· Two new equity investments were made post year end

· Equity portfolio valuation increase of 83.5% (2024: 35.9%)

· £4.0m in dividends paid in aggregate in the year (10.72p per share) (31 January 2024: £2.0m, 5.56p per share)

· Since year end, further dividends totalling £8.0m (21.64p per share) paid or proposed

\* The fully diluted Net Asset Value per share is 847.3p and includes the remaining 761,499 shares held within the Employee Benefit Trust, but also includes £2.0m of loan repayable if the remaining shares, including 236,259 currently unallocated, are sold. The diluted NAV per share also includes the 1,682,500 options over ordinary shares granted to certain Directors and employees of the Group in November 2023 as the performance criteria for NAV growth had been met as at 31 July 2024 (31 January 2024: 626.9p).

Commenting on the results, Brian Marsh OBE, Chairman, said:

"I am pleased to report a year of exceptional performance, realisations, new investments, and cash returns to shareholders. B.P. Marsh creates real value, and, with a robust and diversified portfolio, we will continue to identify opportunities, support entrepreneurial teams and exit only when it is appropriate.

"While the geopolitical picture continues to produce tension and uncertainty, we have more than succeeded in achieving our objectives. This resilience, reflected in our 42.4% NAV growth, the successful exits from Paladin and Lilley Plummer Risks, and the strategic addition of iO Partners stems from the dedication of our team, the foresight of our investors, and the innovation of our portfolio partners.

"My gratitude extends to every stakeholder who contributed: investors who share our long-term vision, management teams who trust our partnership, and colleagues who exemplify integrity in action. As we look ahead, I am proud to say that one of B.P. Marsh's greatest strengths lies not in its capital alone, but in the people who steward it."

Analyst and investor briefings:

There will be an analyst call today at 08:45am BST. Any analysts wishing to join the call should register to receive an invitation by emailing [email protected] if they have not already done so.

The Company will also provide a live presentation for all existing and potential shareholders via the Investor Meet Company platform on 10 June 2025 at 10:30am BST.

Questions can be submitted pre-event via your Investor Meet Company dashboard up until 09:00am BST the day of the meeting or at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet B.P. Marsh via:

https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor.

Investors who already follow B.P. Marsh on the Investor Meet Company platform will automatically be invited.

Note

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

Statement by the Chairman

Results

The Group delivered another year of robust growth, with Net Asset Value ("NAV") (net of dividends), rising to £326.4m (2024: £229.2m). This reflected a 42.4% increase over the year. The value of the equity portfolio increased by 83.5%, after adjusting for additions and disposals, to £224.1m (2024: £165.4m).

Undiluted NAV per share grew by 41.5% to 890.0p (2024: 629.0p). On a fully diluted basis, taking into account vesting of shares in the Group's Joint Share Ownership Plan, and performance conditions being met in respect of share options issued to certain directors and employees of the Group, NAV per share was 847.3p (2024: 626.9p).

These results benefited from two significant disposals during the year: the sale of our interests in LPR and Paladin. These disposals together realised £65.7m, resulting in a much increased cash and treasury balance as at 31 January 2025 of £74.1m (2024: £40.5m).

Dividend

The Group seeks to deliver value to its shareholders through the performance of our carefully selected portfolio of investments which we believe will continue to generate growth in NAV and the payment of dividends, subject to the cash needs of the business. We also use share buy-backs as a mechanism to return capital to shareholders and manage the discount at which our share price stands to NAV. In the year under review, we progressed both of these aims.

In mid-2023, we stated our intention to pay £2.0m in dividends in respect of each of the years ending 31 January 2024, 2025, and 2026. In March 2024, we committed to increased dividend payments of £4.0m per annum for the financial years ending 31 January 2025, 2026, and 2027, making a total of £12.0m.

Following the disposal of our shareholding in LPR in October 2024, the Board further increased its dividend payment intentions to £5.0m per annum for the years ending 31 January 2026 and 2027 and resolved to extend this £5.0m dividend policy to 31 January 2028. Post year end, the Board paid a Special Dividend of £3.0m, following the receipt of deferred consideration from the 2024 disposal of Paladin.

This means that shareholders can expect to receive a minimum of £8.0m (21.64p per share) for the financial year ending 31 January 2026, and £5.0m (13.56p per share) in each of the financial years ending 31 January 2027 and 2028.

We believe these dividend allocations and the updated share buy-back policy are consistent with the Group's long-term capital management strategy, which allows the Company to maintain its existing investment strategy whilst also rewarding shareholders.

Share buy-back policy

We began the year under review with a policy to buy back up to £0.5m worth of shares at a discount of at least 20.0% to the most recently announced NAV per share. In June 2024, following the strong share price performance, the Group agreed to amend its share buy-back policy to reduce the discount to NAV threshold from 20.0% to 15.0% and allocated up to £1.0m in aggregate for this purpose. Post year end, in April 2025, the Company announced a new £2.0m share buy-back policy. At a General Meeting held on 2 June 2025, shareholders approved the renewal of the Company's general authority to purchase a maximum of 10.0% of the Company's issued ordinary share capital. Shareholders also authorised the Company to make such purchases without triggering a mandatory offer obligation on the Brian Marsh Concert Party, provided that the resultant shareholding of the Brian Marsh Concert Party does not exceed 42.5%. of the ordinary shares in issue (excluding any held in treasury).

Secondary Placing

Significant institutional demand for shares in B.P. Marsh was demonstrated through a two-stage secondary share acquisition, as existing investors increased their holdings and new investors became shareholders via transactions facilitated by the sale of shares by PSC UK Pty Limited ("PSC"), a subsidiary of The Ardonagh Group Limited. On 9 May 2025, 1,936,881 ordinary shares, representing approximately 5.2% of B.P. Marsh's issued share capital, were successfully placed with institutional investors at a price of 630p per share, totalling approximately £12.2m. Following strong residual demand, a further 1,822,183 shares (approximately 4.9% of issued capital) were sold to a single institutional investor, Wellington Management Group LLP. B.P. Marsh did not receive any of the c.£23.7m gross proceeds from the transactions.

At the date of this announcement, PSC has a 9.8% shareholding which is subject to lock-up provisions. As a result of the secondary placing, B.P. Marsh's institutional investor base has been diversified with the addition of new, high quality institutional investors, highlighting the market's continued confidence in the Company's long-term growth strategy and investment approach.

Disposals

The Group completed two major disposals during the year.

In March 2024, the sale of the Group's stake in Paladin completed, generating upfront proceeds of £42.1m, followed by a £1.9m working capital adjustment received in September 2024. A further £9.2m in deferred consideration was received post year end.

In October 2024, the Group agreed to sell its shareholding in LPR for total consideration of £21.7m.

Further information on these disposals is included in the Chief Investment Officer's Statement.

Portfolio

New Investments

During the year, the Group announced it had made four new investments.

In March 2024, the Group acquired a 30.0% Cumulative Preferred Ordinary shareholding in Devonshire UW Topco Limited ("Devonshire"), a London-based Underwriting Agency.

In September 2024, the Group acquired a 44.0% shareholding in CEE Specialty s.r.o. ("CEE"), a Czech Republic-based Underwriting Agency.

In October 2024, the Group subscribed for a 25.5% Cumulative Preferred Ordinary shareholding in Volt UW Holdco Limited ("Volt"), a London-based start-up Underwriting Agency.

Finally, in October 2024, the Group acquired a 30.0% Cumulative Preferred Ordinary shareholding in SRT & Partners Limited ("SRT"), a start-up UK Retail and London Market broker.

Follow-On Investments

During the year, the Group provided XPT Group LLC ("XPT") with a further US$13.6m (£10.8m), structured via a purchase of equity and an additional loan facility.

In May 2024, the Group acquired 7.0% of Pantheon Specialty Group Limited ("Pantheon") for £7.3m from members of Pantheon's management team. Following this, the Group acquired a further 5.0% shareholding in Pantheon, also from members of Pantheon's management team, for cash consideration of £12.5m. These acquisitions raised the Group's total shareholding in Pantheon to 37.0%.

Post Year End activity

Since 31 January 2025, the Group has maintained its momentum in new investments and other portfolio activity.

In April 2025, the Group announced it had subscribed for an 8.0% shareholding, via a mixture of Preferred and Ordinary shares, in iO Finance Partners Topco Limited ("iO Partners"), for £10.0m.

In June 2025, the Group also announced it had subscribed for a 49.0% shareholding in Amiga Specialty Holdings Limited ("Amiga"). B.P. Marsh is providing funding of up to £10.0m via a mix of equity and a loan facility, of which £0.5m was drawn down on completion.

In June 2025, the Group completed the disposal of its investment in Sterling Insurance Pty Limited ("Sterling"), an Australian Underwriting Agency specialising in construction sector liability cover. Sterling was acquired by ATC Insurance Solutions Pty Limited ("ATC"), in which the Group is also a shareholder. B.P. Marsh's share of the consideration will amount to approximately AU$ 6.5m (£3.1m) which will be received in shares in the enlarged ATC Group. Post-transaction, B.P. Marsh's shareholding in the ATC Group increased to 27.0% .

Outlook

We continue to demonstrate our ability to create long-term value and deliver strong returns. Deal origination remains active, particularly in the underwriting and broking sectors, and the new investments made during the year reflect the Company's proven capability in identifying well-positioned and compelling opportunities.

The Group remains committed to supporting its portfolio companies, not only with follow-on capital where appropriate, but also through strategic input aimed at unlocking further growth. With a robust pipeline of prospective investments in both the UK and international markets, supported by a strong cash position, the Group is well placed to act decisively where it sees exceptional potential.

Whilst we continue to prioritise deploying capital into high-conviction opportunities, we are also focused on returning surplus liquidity to shareholders through dividends and share buy-backs when market conditions permit. This dual approach ensures we capture value creation while rewarding the trust placed upon us by our long-term investors.

We extend our gratitude to our existing shareholders and welcome our new shareholders. We would also like to thank our colleagues and portfolio partners for their steadfast support. Our philosophy of patient capital and partnership-driven growth remains unchanged, positioning B.P. Marsh for long-term, sustainable success.

Brian Marsh, OBE

Chairman

10 June 2025

Chief Investment Officer Statement

Portfolio Update and Outlook

I am pleased to report that the Group's performance in its financial year to 31 January 2025 is the strongest since the business floated on the AIM Market in 2006.

Over the financial year to 31 January 2025, the valuation of the Group's equity portfolio has increased by 83.5% (year ending 31 January 2024: 35.9%), adjusting for investments and realisations. NAV over the financial year to 31 January 2025 has increased by 42.4% (year ending 31 January 2024: 35.9%).

These results demonstrate the continued success of our long-term, partnership-oriented investment approach, whereby the Group collaborates closely with our management teams, offering strategic and financial support, aiming for mutually beneficial outcomes without imposing strict exit timelines.

During the financial year to 31 January 2025, the Group completed two substantial realisations, being:-

Both these realisations delivered substantial returns to the Company, exemplifying the Group's ability to identify and invest in businesses with strong management teams which can deliver considerable returns for all stakeholders.

These successful realisations, both at a premium to the Group's most recent valuations, bolstered the Group's free cash position as at 31 January 2025.

Such liquidity has enabled the Group to continue with its strategy of delivering an increased dividend yield, whilst also deploying cash within the existing portfolio companies alongside making new investments, with the continued aim of delivering NAV growth.

Over the financial year to 31 January 2025, the Group completed four new investments, as follows:-

Post financial year end, the Group completed a further two new investments, as follows:-

Alongside the deployment of capital for these new investments, the Group has increased its dividend distribution. The Group paid an interim dividend of 6.78p per share (£2.5m) on 28 February 2025, a special dividend of 8.08p per share (£3.0m) on 30 May 2025, and is proposing to pay a final dividend of 6.78p per share (£2.5m) on 25 July 2025. Therefore, a total of £8.0m (21.64p per share) will be paid in the financial year ending 31 January 2026.

Disposals

Paladin Holdings Limited / CBC UK Limited

The sale of Paladin to Specialist Risk Group Limited completed on 22 March 2024.

Upon completion, the Group received £42.1m in cash (net of transaction costs), which represented a 37.8% uplift on the Group's latest valuation of the investment as at 31 July 2023. In September 2024, the Group received a further £1.9m in respect of a working capital adjustment.

In April 2025, the Group received a deferred consideration payment of £9.2m from the disposal of Paladin, increasing the aggregate cash received to £53.2m.

The sale represents an Internal Rate of Return of 47.3%.

Subject to performance criteria being satisfied, the Group expects to receive a final deferred consideration payment in 2026.

Lilley Plummer Risks Limited

The sale of LPR to Clear London Markets Limited completed on 29 October 2024.

Upon completion, the Group received £21.7m (net of transaction costs), which represented a £4.5m uplift (26.0%) from the £17.1m valuation as at 31 July 2024.

The sale represents an Internal Rate of Return of 93.4% and a money multiple on equity investment of 70.5x.

Disposal - Post Year End

Sterling Insurance Pty Limited

Post year end, B.P. Marsh completed on the disposal of its indirect equity interest in Sterling to ATC, an independent Australian Underwriting Agency, which it had held through a minority holding in Neutral Bay Investments Limited ("Neutral Bay").

ATC acquired 100% of the issued share capital of Sterling for a total consideration of AU$33m. B.P. Marsh's share of the consideration, via Neutral Bay, will amount to approximately AU$6.5m, which B.P. Marsh will receive in shares in the enlarged ATC Group. B.P. Marsh's shareholding in ATC will increase to approximately 27.0% as a result of the sale.

New Investments

Devonshire UW Topco Limited

In March 2024, the Group completed its investment in Devonshire, the London-based underwriting agency specialising in transactional risks, including Warranty & Indemnity, Specific Tax, and Legal Contingency Insurance.

Devonshire is backed by Lloyd's capacity with support from a strong panel of A-rated insurance capacity providers.

Date of initial investment: March 2024

31 January 2025 valuation: £300,000

Cost of Equity: £300,000

Equity stake: 30.0%

Loan Facility: £1,600,000

CEE Specialty s.r.o

In September 2024, the Group completed its investment in CEE, an underwriting agency based in Prague, with a branch office in Bucharest.

CEE was founded in 2019 and specialises in Marine Hull, Bonds and Liability Insurance, targeting businesses in Central and Eastern Europe.

CEE provided B.P. Marsh with an excellent opportunity to invest in a business with a well-established, highly experienced leadership team and strong growth potential over the coming years.

CEE is continuing its strategy of expanding its current product offering to new geographic areas, whilst also adding new product lines.

Since investment, CEE has performed well, with the business growing substantially year on year.

Date of initial investment: September 2024

31 January 2025 valuation: €2,819,852 (£2,350,000)

Cost of Equity: €2,819,852 (£2,354,134)

Equity stake: 44.0%

Loan Facility: €487,860 (£410,000)

Volt UW Holdco Limited

In October 2024, the Group completed its investment in Volt, a London-based underwriting agency, specialising in energy insurance, focusing specifically on insuring property risks related to power generation and midstream energy across both non-renewable and renewable sectors.

Volt has performed well since investment, exceeding its business plan and is on course to become a best-in-class, client-centric energy underwriting agency with a strong emphasis on Environmental, Social, and Governance (ESG) principles.

Volt operates as a Lloyd's coverholder and since investment has expanded its A-rated capacity from both Lloyd's and non-Lloyd's carriers.

Date of initial investment: October 2024

31 January 2025 valuation: £25.50

Cost of Equity: £25.50

Equity stake: 25.5%

Loan Facility: £2,500,000

SRT & Partners Limited

In October 2024, the Group completed its investment in SRT, a start-up London Market insurance broker, which at completion acquired two existing businesses, being a UK retail broker and an asset finance broker.

Since investment, SRT has successfully introduced a cross-selling opportunity between the two-underlying businesses, as part of its strategy of creating organic sources of revenue between the retail insurance and asset finance brokers.

SRT is also in the process of building out their London Market presence, with the overall aim of SRT being a premier, client-focused broker, offering an array of diversified products across the insurance and asset finance sector.

Date of initial investment: October 2024

31 January 2025 valuation: £150,000

Cost of Equity: £150,000

Equity stake: 30.0%

Loan Facility: £2,350,000

New Investments - Post Year End

iO Finance Partners Topco Limited

In April 2025, the Group completed its investment in iO Partners, subscribing for an 8.0% shareholding, via a mix of Preferred and Ordinary shares for £10.0m.

iO Partners is a buy-and-build opportunity within the alternative finance market, intending to bring together a diverse group of alternative finance providers to support and grow the UK economy and SME market. Its strategy is to fill a funding gap in the UK market. Upon completion, iO Partners acquired three alternative finance providers.

A co-investor to this transaction is Janus Henderson Group plc ("Janus Henderson"), investing £10.0m on the same terms as B.P. Marsh. Janus Henderson is a NYSE listed global active asset manager headquartered in London. As of 31 December 2024, Janus Henderson had approximately £302.4 billion in assets under management.

B.P. Marsh has a successful track record of investing in the financial services sector, backing experienced management teams alongside supportive partners. Whilst iO Partners is not within our primary focus of insurance distribution investments, B.P. Marsh sees this as an opportunity to invest in an experienced management team with a strong track record in the sector, that will deliver long term returns to our shareholders.

Date of initial investment: April 2025

31 January 2025 valuation: N/A

Cost of Equity: £10,000,000

Equity stake: 8.0%

Amiga Specialty Holdings Limited

In June 2025, the Group completed its investment in Amiga, subscribing for a 49.0% shareholding for £49. Amiga is a start-up entity focused on establishing an international specialty underwriting agency. Amiga aims to build a diversified portfolio of specialty insurance products across key global markets, pursuing both organic growth and a strategic mergers and acquisitions approach.

Amiga is led by its Managing Director, Adam Kembrooke, a seasoned insurance professional with over 20 years of industry experience. Prior to founding Amiga, Mr. Kembrooke served as CEO and President of Nexus US, as well as Group Chief Legal Officer at its parent company, Kentro Capital Limited.

Alongside the equity investment, B.P. Marsh has provided a £10.0m loan facility to Amiga, of which £0.5m was drawn down at completion.

Date of initial investment: June 2025

31 January 2025 valuation: N/A

Cost of Equity: £49

Equity stake: 49.0%

Loan Facility: £10,000,000

Portfolio Update & Activity

NAV breakdown by portfolio company

The composition of B.P. Marsh's underlying portfolio companies is shown on the chart below.

Our current insurance investments produced in aggregate over approximately £1.30bn of insurance premium during 2024 and a breakdown between brokers and Underwriting Agencies is shown below.

Insurance Brokers

The Group's Broking portfolio placed over £745m of gross written premium in 2024, producing over £60.1m of brokerage income, accessing specialty markets around the world.

Underwriting Agencies / Managing General Agents

The Group's Underwriting Agencies produced over £561.4m of gross written premium in 2024, yielding over £58.5m of commission income across many specialist product areas on behalf of more than 50 insurers.

*ATC's equity investment is reported as the combined initial equity investment into ATC, MB Prestige Holdings PTY Limited, and Sterling Insurance PTY Limited

Follow-on Investments and Funding

Pantheon Specialty Group Limited - UK

+ 141.4 pence NAV per share change in the Year

Since the Group's original investment in Pantheon in June 2023, when it subscribed for a 25.0% stake, the business has been a stand out performer in the portfolio.

Over the financial year to 31 January 2025, the Group made two further equity investments in Pantheon.

Firstly, the Group acquired a further 7.0% in May 2024, increasing our shareholding to 32.0%, for cash consideration of £7.3m. Secondly, in October 2024, the Group acquired a further 5.0% shareholding in Pantheon, for cash consideration of £12.5m, increasing its total shareholding to 37.0%.

Both of these share purchases were from Pantheon's management team, allowing them to sell a portion of their shareholding, providing them with personal liquidity, whilst still retaining a significant majority stake in the business.

Since the Group backed management to establish Pantheon, its performance has been exceptional, rapidly becoming a leading independent broker in the London Insurance market. In its current financial year to 31 December 2025, Pantheon is forecasting to achieve an adjusted EBITDA of c. £18m.

In light of this performance, the Group saw the opportunity to increase its shareholding in Pantheon as a well-earned partial liquidity event for Pantheon's management team, whilst also increasing its shareholding in a rapidly growing company.

Date of initial investment: June 2023

31 January 2025 valuation: £91,500,000

Cost of Equity: £21,800,000

Equity stake: 37.0%

XPT Group LLC - USA

+ 24.1 pence NAV per share change in the Year

The Group's investment in XPT, the specialty lines insurance distribution company, continues to perform well, with the business producing close to US$1bn of gross written premium and adjusted EBITDA of US$23.0m in its financial year to 31 December 2024. This strong growth is set to continue through 2025 with XPT budgeting to achieve gross written premium of US$1.2bn and adjusted EBITDA of US$29.0m.

In May 2024, the Group made an additional equity investment of US$1.0m in XPT.

Following this, in November 2024, the Group provided XPT with a further US$12.6m, structured via a purchase of existing equity and an additional loan facility. The funding was provided alongside the extension of XPT's current banking facilities with Apogem Capital LLC, which increased to US$122.0m.

The Group's provision of funding has been structured as follows:-

· An equity share purchase from three members of XPT's senior management; and

· A new loan facility of US$6.3m which will attract an interest rate of SOFR plus 4.7% (subject to a minimum of 10.0%).

The Group's new loan facility, combined with additional bank financing, has enabled XPT to continue to achieve its growth targets through organic expansion, individual hires, and mergers & acquisitions.

Following these new funding arrangements, XPT's Platinum Specialty Underwriters programme business acquired Atri Insurance Services ("Atri"), the US underwriting agency specialising in management and professional liability insurance. Atri has capacity from highly rated paper, primarily Fair American Insurance and Reinsurance Company.

The provision of this new funding reflects our continued confidence in XPT's robust business model and impressive growth trajectory. Since the Group's initial involvement in 2017, XPT has demonstrated exceptional performance, driven by strategic acquisitions, talent hires, and solid organic growth.

Date of initial investment: June 2017

31 January 2025 valuation: £59,900,000

Cost of Equity: £18,838,733

Equity stake: 28.98%

IFA Investment

LEBC Holdings Limited - UK

+ 12.1 pence NAV per share change in the Year

In April 2024, LEBC sold 100% of Aspira Corporate Solutions Limited ("Aspira") to Titan Wealth Holdings Limited, the discretionary fund management/wealth and asset management business.

Upon completion, B.P. Marsh received repayment in full of its outstanding loans with LEBC, a total of £3.3m. The upfront consideration also allowed LEBC to meet its obligations regarding historical defined benefit pension transfer advice, as agreed with the FCA.

LEBC was due to receive the proceeds of sale over a three year earn-out period linked to performance. The first payment was received by LEBC on 6 June 2025, with B.P. Marsh's pro-rata allocation being £5.9m.

All future performance criteria required for deferred consideration payments to LEBC have been removed.

Date of initial investment: April 2007

31 January 2025 valuation: £9,770,000

Cost of Equity: £13,473,657

Equity stake: 61.86%

Other Portfolio Company Highlights

ATC Insurance Solutions - Australia

+ 31.9 pence NAV per share change in the Year

ATC continues to perform strongly across its many product offerings.

When the Group invested in ATC in 2018, the business produced gross written premium of c.AU$61m. Over the period of the Group's investment, the business has grown considerably, and is budgeting to produce gross written premium of AU$225m in its current year to 30 June 2025.

Since investment, ATC has grown into the largest independent underwriting agency in Australia and the Group expects this growth trajectory to continue.

In May 2025, ATC completed the acquisition of 100% of Sterling for a total consideration of AU$33m /£15.7m. Of this amount, AU$6.5m /£3.1m was attributable to B.P. Marsh. The Group's consideration will be settled through the issuance of new ATC shares, resulting in an increase in B.P. Marsh's equity stake in ATC to 27.0%.

Date of initial investment: July 2018

31 January 2025 valuation: £30,650,000

Cost of Equity: £6,476,595

Equity stake: 25.56%

The Fiducia MGA Company Limited ("Fiducia") - UK

+ 4.0 pence NAV per share change in the Year

Fiducia's performance over 2024 was positive, with gross written premium showing strong year on year growth. The Group expects this growth to continue throughout 2025.

This positive performance has allowed Fiducia to pay down £750,000 of its loan outstanding with the Group, demonstrating its ability to grow the business and generate cash.

Date of initial investment: November 2016

31 January 2025 valuation: £6,460,000

Cost of Equity: £227,909

Equity stake: 35.18%

Stewart Specialty Risk Underwriting Ltd ("SSRU") - Canada

+ 3.3 pence NAV per share change in the Year

Performance of SSRU over 2024 was strong, with its EBITDA having more than doubled since 2020. SSRU's budget for 2025 shows strong year on year growth, and the Group is confident that its positive performance since inception will continue moving forward.

SSRU remains actively engaged in seeking new partnerships, consistently introducing additional capacity to the Canadian market.

Date of initial investment: January 2017

31 January 2025 valuation: £13,170,000

Cost of Equity: £19

Equity stake: 28.22%

Market Commentary

The Group continues to track key trends in the insurance sector in which we operate, with a specific focus on premium rates and merger and acquisition activity.

The softening trend in rates has continued into 2025, with global rates declining by 3.0% over the first quarter in 2025, which represented the third consecutive quarter whereby global insurance rates reduced.

The trend of softening rates is principally due to increased insurer competition, with there being new market entrants, alongside existing carriers increasing their exposure to hit growth targets.

A substantial proportion of the market now has access to sufficient capacity, which in turn applies a downward pressure on rates. This is a trend that the Group expects to continue over the course of 2025, subject to any unforeseen circumstances.

Global Property, Financial and Professional lines, alongside Cyber, were the main driver of overall rate decreases, all dropping by 6.0% in the first quarter of 2025. 

Conversely, Global Casualty rates increased by 4% in the first quarter of 2025, against the general trend, with rates having increased by 17% over the last 12 months. This has been primarily driven by US Casualty rates, which increased by 8.0% in the first quarter of 2025.

New Business

During the Group's financial year to 31 January 2025, the Group completed four new investments within the financial services (sub)sector in which it specialises, particularly in the underwriting and broking sectors.

The Group continues to invest in niche SME sectors, backed by skilled and knowledgeable management teams, which promotes long-term growth and generates significant value.

Over the financial year to 31 January 2025, the Group continued to see a high number of new business opportunities, having received 72 new business enquiries. This is similar to the 71 new opportunities received in the Group's previous year to 31 January 2024.

The Group has a strong pipeline of new business opportunities within the insurance intermediary sector and subject to appropriate terms, the Group anticipates making additional investments over the course of its financial year to 31 January 2026.

Given the Group's strong liquidity position and positive track record, the Group is confident in its ability to continue to source and invest in opportunities which will create future shareholder value.

Daniel Topping

Chief Investment Officer

10 June 2025

Chief Finance Officer Statement

I am delighted to present my first set of Full Year Results, and to report that the Group has achieved a record financial performance for the year to 31 January 2025.

Financial performance summary

The table below summarises the Group's financial results and key performance indicators for the year to 31 January 2025:

The Group had a very strong year, delivering an increase in NAV of £97.2m (42.4%) to £326.4m (2024: £229.2m), compared with an increase of £39.7m (20.9%) for the same period in 2024. Including the £4.0m aggregate dividend paid in March 2024, May 2024 and July 2024, this represented an overall return of 44.2% for the year (2024: including a £2.0m aggregate dividend, the overall return was 22.0%.

The NAV of £326.4m at 31 January 2025 represents a total increase in NAV of £297.2m since the Group was originally formed in 1990 having adjusted for the original capital investment of £2.5m, the £10.1m net proceeds raised on AIM in 2006 and the £16.6m of net proceeds raised through the Share Placing and Open Offer in July 2018. The Group has delivered an annual compound growth rate of 11.1% in Group NAV after running costs, realisations, losses, distributions and corporation tax since flotation, and 13.1% since 1990.

Investment performance

The Group's equity portfolio movement during the year was as follows:

The equity portfolio continued to increase in value, rising by 83.5% to £224.1m (31 January 2024: £165.4m, an increase of 35.9%) after adjusting for £65.7m of net realisations and £31.5m of acquisitions in the year, and after adjusting for a £9.0m reclassification of deferred consideration relating to the disposal of Paladin from the equity portfolio to a debtor within the Consolidated Statement of Financial Position.

The Group made two realisations during the year totalling £65.7m, being £44.0m from the sale of the Group's entire 38.63% investment in Paladin which completed on 22 March 2024 and £21.7m from the sale of the Group's entire 28.4% investment in LPR, which completed on 29 October 2024.

The Group invested a total of £31.5m in equity in the portfolio during the year (2024: £3.4m):

· £28.7m into the existing portfolio, including £21.8m in Pantheon, £5.8m in XPT, £1.1m in LEBC; and

· £2.8m into four new investments, including £2.35m in CEE, £0.3m in Devonshire, £0.15m in SRT and £26 (nominal value) in Volt.

Operating income

Net gains from investments were £107.5m (2024: £43.7m), a 145.9% increase over the previous year, of which £90.2m related to the revaluation of the investment portfolio, and £17.3m in respect of realised gains on disposal of investments during the year to 31 January 2025 (2024: £43.7m related to revaluation of the investment portfolio). The Paladin and LPR sales resulted in an aggregate realised gain on disposal of £62.7m, which has been reflected within a movement from the fair value reserve to retained earnings within the Consolidated Statement of Financial Position.

Despite the Group making two significant realisations in the year to 31 January 2025, income from the portfolio increased by £0.3m, or 4.1% to £7.8m (2024: £7.5m). Dividend income was £0.4m higher due to strong investment portfolio performance, whilst loan interest increased by £0.5m, despite a net reduction in total loans outstanding over the year, due to higher interest rates charged resulting from Bank of England base rate increases. The increase to loan interest and dividend income over the year was offset by a reduction in fee income of £0.6m due to a lower amount of one-off transaction and loan arrangement fees charged in 2025 compared to 2024, as well as a general reduction in fees charged due to the realisations made over the year.

Operating expenses

Operating expenses increased by £5.8m, or 74%, during the year to £13.7m (2024: £7.9m). A significant proportion of the increase in operating expenses related to increased staff costs of £4.8m, of which £3.8m related to one-off bonuses awarded to employees in line with the Group's financial performance and successful realisations made, and £1.0m related to termination payments made to departing employees upon loss of office. The remaining £1.0m increase related to general cost inflation, professional fees incurred for new and follow-on investment activity and expenses relating to the implementation of the Group's Share Option Scheme.

Profit on ordinary activities

The consolidated profit on ordinary activities before taxation for the year was £104.7m which represented an increase of £61.1m, or 140%, over the £43.6m reported in 2024 (2024: up £16.0m, or 58%, to £43.6m). The consolidated profit on ordinary activities after taxation increased by £57.0m, or 134% to £99.5m (2024: up £18.7m, or 78.6%, to £42.5m).

The Group's strategy is to cover its expenses from the portfolio yield. On an underlying basis, including treasury returns and realised gains in cash, but excluding unrealised investment activity (unrealised gains on equity, movement in the provision for deferred consideration on equity portfolio disposals and provision against loans receivable from investee companies), this was achieved with a pre-tax profit of £9.0m for the year (2024: £0.1m).

Liquidity and Loan Portfolio

In addition to contributing equity to its investment portfolio, the Group frequently extends loan financing, either as part of the initial investment structure or as subsequent funding to support further growth. This additional financing may be used for acquisitions, working capital, recruitment or product development.

The Group's loan portfolio balance decreased by £3.3m during the year to £25.6m as at 31 January 2025 (31 January 2024: £28.9m). The key movements were:

· £5.8m was provided to the existing investment portfolio, including £5.0m to XPT, £0.7m to Dempsey Group Limited and £0.1m to Verve Risk Services Limited.

· £5.4m was provided to the new investments made by the Group during the year, including £2.3m to SRT, £1.5m to Devonshire, £1.2m to Volt and £0.4m provided to the management of CEE as part of the investment transaction.

· £12.7m of loans were repaid during the year, including £5.9m from Paladin, £3.3m from LEBC, £2.5m from Pantheon, £0.5m from Fiducia and £0.4m from Brown & Brown (Europe) Holdco Limited.

· In addition to the £2.5m repaid by Pantheon during the year, the remaining loan balance outstanding of £2.0m was reclassified as further equity cost invested, reducing the loan balance owed by Pantheon to £Nil at the year end.

· A £0.2m increase due to foreign exchange movements offset by a £0.1m reduction resulting from loan impairments.

During the year the Group paid dividends totalling £4.0m and bought back £0.8m in shares.

At 31 January 2025, the Group had total available cash and treasury funds of £74.1m (31 January 2024: £40.5m).

Since 31 January 2025, the Group has provided £1.3m in further loans to its existing portfolio in respect of further drawdowns from agreed loan facilities, with £1.0m provided to Pantheon and £0.3m to Volt. The Group also received £0.1m in loan repayments from Fiducia. The loan portfolio balance is currently £26.9m.

The Group has also made two new equity investments. In April 2025, the Group invested £10.0m into iO Partners via a mixture of preferred and ordinary equity. This was followed by an investment made in June 2025 into Amiga for a nominal equity of £49, alongside an initial £0.5m loan drawdown, from its agreed £10.0m facility.

Other significant cash movements include the receipt of £9.2m in further consideration from the sale of the Group's investment in Paladin, which completed in March 2024. This represents the first tranche of deferred consideration that is expected in relation to the sale.

In addition, £5.5m has been distributed in dividends since the year end. The Group's current cash and treasury balance is £65.2m. Treasury funds are all in one month or less deposit accounts.

The Group is debt free.

Undiluted / Diluted NAV per share

The NAV per share at 31 January 2025 is 890.0p (2024: 629.0p). Previously, 1,461,302 shares (which includes unallocated shares now owned by the Employee Benefit Trust which were forfeited by departing employees) being held within an Employee Benefit Trust as part of a long-term share incentive plan for certain directors and employees of the Group were excluded as they did not have voting or dividend rights. However, in October 2023 voting and dividend rights were granted for the 1,206,888 allocated shares which resulted in them being included in the undiluted NAV per share calculation. During the year 681,648 of these allocated shares were sold, leaving 525,240 allocated shares within the Employee Benefit Trust. During the year, the Group received £2.1m of loan debt owed by the Trust in relation to the original transfer of shares which is reflected within the Group's NAV of £326.4m as at 31 January 2025. The remaining 525,240 allocated shares are included in the undiluted NAV per share calculation, alongside £1.5m of loan debt, which remains repayable by the Trust in relation to the original transfer of shares. This debt cannot currently be consolidated within the accounts but will be repaid if the shares are sold.

The diluted NAV per share at 31 January 2025 is 847.3p (31 January 2024: 626.9p). This includes the full 761,499 shares remaining within the Employee Benefit Trust and also includes £2.0m of loan repayable if the shares, including the 236,259 shares that are currently unallocated, were sold.

The diluted NAV per share calculation also includes the 1,682,500 options over ordinary shares granted to certain Directors and employees of the Group in November 2023, which became dilutive at 31 July 2024, as the performance criteria for NAV growth had been met.

Francesca Chappell

Chief Finance Officer

10 June 2025

Forward-looking statements:

Certain statements in this announcement are forward-looking statements. In some cases, these forward looking statements can be identified by the use of forward looking terminology including the terms "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning or in each case, their negative, or other variations or comparable terminology. Forward-looking statements are based on current expectations and assumptions and are subject to a number of known and unknown risks, uncertainties and other important factors that could cause results or events to differ materially from what is expressed or implied by those statements. Many factors may cause actual results, performance or achievements of B.P. Marsh to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of B.P. Marsh to differ materially from the expectations of B.P. Marsh, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and changes in regulation and policy, changes in its business strategy, political and economic uncertainty and other factors. As such, undue reliance should not be placed on forward-looking statements. Any forward-looking statement is based on information available to B.P. Marsh as of the date of the statement. All written or oral forward-looking statements attributable to B.P. Marsh are qualified by this caution. Other than in accordance with legal and regulatory obligations, B.P. Marsh undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Nothing in this announcement should be regarded as a profit forecast.

Investments

As at 31 January 2025 the Group's equity interests were as follows:

Ag Guard PTY Limited

(www.agguard.com.au)

Ag Guard is a Managing General Agency, which provides insurance to the agricultural sector, based in Sydney, Australia. The Group holds its investment through Ag Guard's Parent Company, Agri Services Company PTY Limited.

Date of investment: July 2019

Equity stake: 41.0%

31 January 2025 valuation: £2,720,000

Ai Marine Risk Limited

(www.aimarinerisk.com)

Ai Marine is a start-up MGA with a focus on marine hull insurance and with a strong focus on the UK & Europe, Middle East and Asia Pacific regions.

Date of investment: December 2023

Equity stake: 30.0%

31 January 2025 valuation: £30,000

Asia Reinsurance Brokers (Pte) Limited

(www.arbrokers.asia)

ARB is an independent specialist reinsurance and insurance risk solutions provider headquartered in Singapore. 

Date of investment: April 2016

Equity stake: 25.0%

31 January 2025 valuation: £1,100,000

ATC Insurance Solutions PTY Limited

(www.atcis.com.au)

ATC is a Managing General Agency and Lloyd's Coverholder, specialising in accident & health, construction & engineering, trade pack, motor and sports insurance headquartered in Melbourne, Australia.

Date of investment: July 2018

Equity stake: 25.6%

31 January 2025 valuation: £30,650,000

CEE Specialty s.r.o.

(https://cee-specialty.eu/index.php/cs/)

CEE Specialty is a Managing General Agency based in Prague, Czech Republic specialising in Marine Hull, Bonds and Liability Insurance.

Date of investment: September 2024

Equity stake: 44%

31 January 2025 valuation: £2,350,000

Criterion Underwriting (Pte) Limited

Criterion was established to provide specialist insurance products to a variety of clients in the cyber, financial lines and marine sectors in Far East Asia, based in Singapore.

Date of investment: July 2018

Equity stake: 29.4%

31 January 2025 valuation: £0

Devonshire UW Limited

(www.devonshire-underwriting.co.uk)

Devonshire is a London based Managing General Agency, specialising in transactional risks encompassing Warranty and Indemnity, Specific Tax, and Legal Contingency Insurance.

Date of investment: March 2024

Equity stake: 30%

31 January 2025 valuation: £300,000

The Fiducia MGA Company Limited

(www.fiduciamga.co.uk)

Fiducia is a UK marine cargo Underwriting Agency and Lloyd's Coverholder which specialises in the provision of insurance solutions across a number of marine risks including, cargo, transit liability, engineering and terrorism Insurance.

Date of investment: November 2016

Equity stake: 35.2%

31 January 2025 valuation: £6,460,000

LEBC Holdings Limited

(www.lebc-group.com)

LEBC is an Independent Financial Advisory company providing services to individuals, corporates and partnerships, principally in employee benefits, investment and life product areas.

Date of investment: April 2007

Equity stake: 59.3%

31 January 2025 valuation: £9,770,000

New Denison Limited

Date of investment: June 2023

Equity stake: 40%

31 January 2025 valuation: £0

Pantheon Specialty Group Limited

(www.pantheonspecialty.com)

Pantheon is a holding company established in partnership with Robert Dowman. Pantheon acquired 100% of the share capital of the Lloyd's broker Denison and Partners Limited. With the support of B.P Marsh, Robert Dowman is looking to build a market leading independent specialist broker, across multiple markets.

Date of investment: June 2023

Equity stake: 25.0%

31 January 2025 valuation: £91,500,000

Sage Program Underwriters, Inc.

(www.sageuw.com)

Sage provides specialist insurance products to niche industries, initially in the inland delivery and field sport sectors based in Bend, Oregon.

Date of investment: June 2020

Equity stake: 30.0%

31 January 2025 valuation: £2,170,000

SRT & Partners Limited

SRT & Partners is a start up UK Retail and London Market broker. Headquartered in London, it funishes its clients and partners with access to the special Broking and Underwriting services they require.

Date of investment: October 2024

Equity stake:30.0%

31 January 2025 valuation: £150,000

Stewart Specialty Risk Underwriting Ltd

(www.ssru.ca)

SSRU is a Managing General Agency, providing insurance solutions to a wide array of clients in the construction, manufacturing, onshore energy, public entity and transportation sectors based in Toronto, Canada.

Date of investment: January 2017

Equity stake: 28.2%

31 January 2025 valuation: £13,170,000

Sterling Insurance PTY Limited

(www.sterlinginsurance.com.au)

Sterling is a specialist Underwriting Agency offering a range of insurance solutions within the Liability sector, specialising in niche markets including mining, construction and demolition based in Sydney Australia. The Group holds its investment in Sterling via a joint venture with Besso Insurance Group Limited, Neutral Bay Investments Limited.

Date of investment: June 2013

Equity stake: 19.7%

31 January 2025 valuation: £3,200,000

Verve Risk Services Limited

(www.ververisk.com)

Verve is a London based Managing General Agency specialising in Professional and Management Liability for the insurance industry. Verve operates in the USA, Canada, Bermuda, Cayman Islands and Barbados.

Date of investment: April 2023

Equity stake: 35.0%

31 January 2025 valuation: £625,000

Volt UW Limited

(www.volt-uw.com)

Volt is a London based Managing General Agency, specialising in energy insurance with a clear focus on insuring property risks associated with power generation and midstream energy in both the non-renewable and renewable sector.

Date of investment: October 2024

Equity stake: 25.5%

31 January 2025 valuation: £25.50

XPT Group LLC

(www.xptspecialty.com)

XPT is a wholesale insurance broking and Underwriting Agency platform across the U.S. Specialty Insurance Sector operating from many locations in the United States of America.

Date of investment: June 2017

Equity stake: 29.0%

31 January 2025 valuation: £59,900,000

These investments have been valued in accordance with the accounting policies on Investments set out in note 1 of the Consolidated Financial Statements.

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31ST JANUARY 2025

The result for the year is wholly attributable to continuing activities.

CONSOLIDATED AND PARENT COMPANY STATEMENTS OF FINANCIAL POSITION

31ST JANUARY 2025

(Company Number: 05674962)

The Financial Statements were approved by the Board of Directors and authorised for issue on 9th June 2025

and signed on its behalf by:

B.P. Marsh & F.L. Chappell

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST JANUARY 2025

All differences between the amounts stated in the Consolidated Statement of Cash Flows and the Consolidated Statement of Comprehensive Income are attributed to non-cash movements.

PARENT COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST JANUARY 2025

CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST JANUARY 2025

Refer to Note 20 for detailed analysis of the changes in the components of equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JANUARY 2025

1. ACCOUNTING POLICIES

B.P. Marsh & Partners Plc is a public limited company incorporated in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. The address of the Company's registered office is 5th Floor, 4 Matthew Parker Street, London SW1H 9NP. The consolidated financial statements for the year ended 31st January 2025 comprise the financial statements of the Parent Company and its consolidated subsidiaries (collectively "the Group").

Basis of preparation of financial statements

These consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards, and in accordance with the Companies Act 2006.

The consolidated financial statements are presented in sterling, the functional currency of the Group, rounded to the nearest thousand pounds (£'000) except where otherwise indicated.

The preparation of financial statements in conformity with UK-adopted international accounting standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which form the basis of judgements about the carrying amounts of assets and liabilities. Actual results may differ from those amounts.

In the process of applying the Group's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:

Assessment as an investment entity

Entities that meet the definition of an investment entity within IFRS 10: Consolidated Financial Statements ("IFRS 10") are required to account for their investments in controlled entities, as well as investments in associates at fair value through profit or loss. Subsidiaries that provide investment related services or engage in permitted investment related activities with investees that relate to the parent investment entity's investment activities continue to be consolidated in the Group results. The criteria which define an investment entity are currently as follows:

a) an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;

b) an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and

c) an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.

The Group's annual and interim consolidated financial statements clearly state its objective of investing directly into portfolio investments and providing investment management services to investors for the purpose of generating returns in the form of investment income and capital appreciation. The Group has always reported its investment in portfolio investments at fair value. It also produces reports for investors of the funds it manages and its internal management report on a fair value basis. The exit strategy for all investments held by the Group is assessed, initially, at the time of the first investment and this is documented in the investment paper submitted to the Board for approval.

The Board has also concluded that the Company meets the additional characteristics of an investment entity, in that it has more than one investment; the investments are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related parties. The Board has concluded that B.P. Marsh & Partners Plc and its three trading subsidiaries, B.P. Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh Europe Limited, which provide investment related services on behalf of B.P. Marsh & Partners Plc, all meet the definition of an investment entity. These conclusions will be reassessed on an annual basis for changes to any of these criteria or characteristics.

Application and significant judgments

When it is established that a parent company is an investment entity, its subsidiaries are measured at fair value through profit or loss. However, if an investment entity has subsidiaries that provide services that relate to the investment entity's investment activities, the exception to the Amendment of IFRS 10 is not applicable as in this case, the parent investment entity still consolidates the results of its subsidiaries. Therefore, the results of B.P. Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh Europe Limited are consolidated into its Group financial statements for the year.

The most significant estimates relate to the fair valuation of the equity investment portfolio as detailed in Note 12 to the Financial Statements. The valuation methodology for the investment portfolio is detailed below. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

New Accounting Standards

There are no new standards that have been issued, but are not yet effective for the year ended 31st January 2025, which might have a material impact on the Group's financial statements in future periods.

Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. Control, as defined by IFRS 10, is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

b) exposure, or rights, to variable returns from its involvement with the investee; and

c) the ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

a) rights arising from other contractual arrangements; and

b) the Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.

B.P. Marsh & Partners Plc ("the Company"), an investment entity, has three subsidiary investment entities, B.P. Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh Europe Limited, that provide services that relate to the Company's investment activities. The results of these three subsidiaries, together with other subsidiaries (except for LEBC Holdings Limited ("LEBC")), are consolidated into the Group consolidated financial statements. The Group has taken advantage of the Amendment to IFRS 10 not to consolidate the results of LEBC. Instead, the investment in LEBC is valued at fair value through profit or loss.

(ii) Associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that are held as part of the Group's investment portfolio are carried in the Consolidated Statement of Financial Position at fair value even though the Group may have significant influence over those companies.

Business combinations

The results of subsidiary undertakings are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

All business combinations are accounted for by using the acquisition accounting method. This involves recognising identifiable assets and liabilities of the acquired business at fair value. Goodwill represents the excess of the fair value of the purchase consideration for the interests in subsidiary undertakings over the fair value to the Group of the net assets and any contingent liabilities acquired. The one exception to the use of the acquisition accounting method was in 2006 when B.P. Marsh & Partners Plc became the legal parent company of B.P. Marsh & Company Limited in a share for share exchange transaction. This was accounted for as a reverse acquisition, such that no goodwill arose, and a merger reserve was created reflecting the difference between the book value of the shares issued by B.P. Marsh & Partners Plc as consideration for the acquisition of the share capital of B.P. Marsh & Company Limited. This compliance with IFRS 3: Business Combinations ("IFRS 3") also represented a departure from the Companies Act.

Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that are held as part of the Group's investment portfolio are carried in the Consolidated Statement of Financial Position at fair value even though the Group may have significant influence over those companies. This treatment is permitted by IAS 28: Investment in Associates ("IAS 28"), which requires investments held by venture capital organisations to be excluded from its scope where those investments are designated, upon initial recognition, as at fair value through profit or loss and accounted for in accordance with IAS 39: Financial Instruments ("IAS 39"), with changes in fair value recognised in the profit or loss in the period of the change. The Group has no interests in associates through which it carries on its business.

No Statement of Comprehensive Income is prepared for the Company, as permitted by Section 408 of the Companies Act 2006. The Company made a profit for the year of £99,498,802, prior to a dividend distribution of £3,963,981 (2024: profit of £42,529,132 prior to a dividend distribution of £2,028,206).

Employee services settled in equity instruments

The Group has entered into a joint share ownership plan ("JSOP") with certain employees and directors.

On 12th June 2021 (the "vesting date") the performance criteria was met for 1,206,888 of 1,461,302 shares held under joint share ownership arrangements within the Employee Benefit Trust, after which the members of the scheme became joint beneficial owners of the shares and became entitled to any gain on sale of the shares in excess of 312.6 pence per share.

On 26th October 2023 following the removal of a dividend waiver and block on voting rights on the 1,206,888 allocated ordinary shares held by the Employee Benefit Trust, these ordinary shares became eligible for dividend and voting rights and therefore became fully dilutive for the Group.

236,259 ordinary shares held within the Employee Benefit Trust are unallocated and do not have voting or dividend rights. The Employee Benefit Trust remains the owner of these unallocated shares, however if these shares are sold from the Employee Benefit Trust in the future they would then, post-sale, have voting and dividend rights attached, such that they would become fully dilutive for the Group.

Provided that the shares are eventually sold from the Employee Benefit Trust for at least 284.5 pence per share on average, the Group would be entitled to receive £4,106,259 in total.

The Group has established an HMRC approved Share Incentive Plan ("SIP"). Ordinary shares in the Company, previously repurchased and held in Treasury by the Company, have been transferred to The B.P. Marsh SIP Trust ("the SIP Trust"), an employee share trust, in order to be issued to eligible employees.

Under the rules of the SIP, eligible employees can each be granted up to £3,600 worth of ordinary shares ("Free Shares") by the SIP Trust in each tax year. The number of shares granted is dependent on the share price at the date of grant. In addition, all eligible employees have been invited to take up the opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership Shares") in each tax year and for every Partnership Share that an employee acquires, the SIP Trust will offer two ordinary shares in the Company ("Matching Shares") up to a total of £3,600 worth of shares. The Free and Matching Shares are subject to a one year forfeiture period, however the awards are not subject to any vesting conditions, hence the related expenses are recognised when the awards are made and are apportioned over the forfeiture period.

The fair value of the services received is measured by reference to the listed share price of the Parent Company's shares listed on the AIM on the date of award of the free and matching shares to the employee.

The Group has also established a Share Option Plan ("SOP") for certain employees and directors. Share Options ("Options") over 1,682,500 ordinary shares of 10p each in the Company, in aggregate, have been granted. 3,470 Options of the total 1,685,970 available for allocation are unallocated.

Each of the Options will vest, on a ratchet basis, subject to certain Net Asset Value growth targets being achieved for the three consecutive financial years ending 31st January 2024, 31st January 2025 and 31st January 2026 (the "Performance Period"). The first exercise date is 6th September 2026 whereby 50% of vested Options will be exercisable at 10p per share, with the remaining 50% exercisable at 10p per share from 6th September 2027.

The number of Options which vest will vary depending on the level of Net Asset Value growth achieved, subject to the growth performance criteria as set out below, alongside the percentage of Options that will vest at each value:

For these purposes, Net Asset Value is defined as "audited Total Assets less Total Liabilities for the consolidated Group plus any dividends or other form of shareholder return that are paid in the relevant Financial Year".

Therefore, for all Options to vest, the Net Asset Value (as defined above) would need to exceed £252.2m, adjusted for any shareholder distributions.

Investments - equity portfolio

All equity portfolio investments are designated as "fair value through profit or loss" assets and are initially recognised at the fair value of the consideration. They are measured at subsequent reporting dates at fair value.

The Board conducts the valuations of equity portfolio investments. In valuing equity portfolio investments, the Board applies guidelines issued by the International Private Equity and Venture Capital Valuation Committee ("IPEVCV Guidelines"). The following valuation methodologies have been used in reaching the fair value of equity portfolio investments, some of which are in early stage companies:

a) at cost, unless there has been a significant round of new equity finance in which case the investment is valued at the price paid by an independent third party. Where subsequent events or changes to circumstances indicate that an impairment may have occurred, the carrying value is reduced to reflect the estimated extent of impairment;

b) by reference to underlying funds under management;

c) by applying appropriate multiples to the earnings and revenues and/or premiums of the investee company; or

d) by reference to expected future cash flow from the investment where a realisation or flotation is imminent.

Both realised and unrealised gains and losses arising from changes in fair value are taken to the Consolidated Statement of Comprehensive Income for the year. In the Consolidated Statement of Financial Position the unrealised gains and losses arising from changes in fair value are shown within a "fair value reserve" separate from retained earnings. Transaction costs on acquisition or disposal of equity portfolio investments are expensed in the Consolidated Statement of Comprehensive Income.

Equity portfolio investments are treated as 'Non-current Assets' within the Consolidated Statement of Financial Position unless the directors have committed to a plan to sell the investment and an active programme to locate a buyer and complete the plan has been initiated. Where such a commitment exists, and if the carrying amount of the equity portfolio investment will be recovered principally through a sale transaction rather than through continuing use, the investment is classified as an 'Investments - Assets held for sale' under 'Current Assets' within the Consolidated Statement of Financial Position.

Income from equity portfolio investments

Income from equity portfolio investments comprises:

a) gross interest from loans, which is taken to the Consolidated Statement of Comprehensive Income on an accruals basis;

b) dividends from equity investments are recognised in the Consolidated Statement of Comprehensive Income when the shareholders rights to receive payment have been established; and

c) advisory fees from management services provided to investee companies, which are recognised on an accruals basis in accordance with the substance of the relevant investment advisory agreement.

Investments - treasury portfolio

All treasury portfolio investments are designated as "fair value through profit or loss" assets and are initially recognised at the fair value of the consideration. They are measured at subsequent reporting dates at fair market value as determined from the valuation reports provided by the fund investment manager. Where appropriate, these investments are included within "cash and cash equivalents".

Both realised and unrealised gains and losses arising from changes in fair market value are taken to the Consolidated Statement of Comprehensive Income for the period. In the Consolidated Statement of Financial Position the unrealised gains and losses arising from changes in fair value are shown within the retained earnings as these investments are deemed as being easily convertible into cash. Costs associated with the management of these investments are expensed in the Consolidated Statement of Comprehensive Income.

Income from treasury portfolio investments

Income from treasury portfolio investments comprises of dividends receivable which are either directly reinvested into the funds or received as cash. 

Property, plant and equipment

Property, plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the property, plant and equipment cost less their estimated residual value, over their expected useful lives on the following bases:

Furniture & equipment - 5 years

Leasehold fixtures and fittings and other costs - over the life of the lease

Right-of-use asset

IFRS 16 requires lessees to recognise a lease liability, representing the present value of the obligation to make lease payments, and a related right of use ("ROU") asset. The lease liability is calculated based on expected future lease payments, discounted using the relevant incremental borrowing rate. An incremental borrowing rate of 5% was used to discount the future lease payments when measuring the lease liability on adoption of IFRS 16.

The ROU asset is recognised at cost less accumulated depreciation and impairment losses, with depreciation charged on a straight-line basis over the life of the lease. In determining the value of the ROU asset and lease liabilities, the Group considers whether any leases contain lease extensions or termination options that the Group is reasonably certain to exercise.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies at the reporting period end are translated at the exchange rate ruling at the reporting period end.

Transactions in foreign currencies are translated into sterling at the foreign exchange rate ruling at the date of the transaction.

Exchange gains and losses are recognised in the Consolidated Statement of Comprehensive Income.

Income taxes

The tax credit or expense represents the sum of the tax currently recoverable or payable and any deferred tax. The tax currently recoverable or payable is based on the estimated taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's receivable or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Consolidated Statement of Financial Position.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and of liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and it is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each date of the Consolidated Statement of Financial Position and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to the Consolidated Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis.

Pension costs

The Group operates a defined contribution scheme for some of its employees. The contributions payable to the scheme during the period are charged to the Consolidated Statement of Comprehensive Income.

Financial assets and liabilities

Financial instruments are recognised in the Consolidated Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. De-recognition occurs when rights to cash flows from a financial asset expire, or when a liability is extinguished.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting period which are classified as non-current assets. They are stated at their cost less impairment losses.

Loans and borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowings. After initial recognition, these are subsequently measured at

amortised cost using the effective interest method, which is the rate that exactly discounts the estimated future cash flows through the expected life of the liabilities. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.

Trade and other receivables

Trade and other receivables in the Consolidated Statement of Financial Position are initially measured at original invoice amount and subsequently measured after deducting any provision for impairment.

Cash and cash equivalents

Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprise cash and short-term deposits as defined above and other short-term highly liquid investments that are readily convertible into cash and are subject to insignificant risk of changes in value, net of bank overdrafts.

Trade and other payables

Trade and other payables are stated based on the amounts which are considered to be payable in respect of goods or services received up to the date of the Consolidated Statement of Financial Position.

2. SEGMENTAL REPORTING

The Group operates in one business segment, provision of consultancy services to, as well as making and trading investments in, financial services businesses.

Under IFRS 8: Operating Segments ("IFRS 8") the Group identifies its reportable operating segments based on the geographical location in which each of its investments is incorporated and primarily operates. For management purposes, the Group is organised and reports its performance by two geographic segments: UK and Non-UK.

If material to the Group overall (where the segment revenues, reported profit or loss or combined assets exceed the quantitative thresholds prescribed by IFRS 8), the segment information is reported separately.

The Group allocates revenues, expenses, assets and liabilities to the operating segment where directly attributable to that segment. All indirect items are apportioned based on the percentage proportion of revenue that the operating segment contributes to the total Group revenue (excluding any realised and unrealised gains and losses on the Group's current and non-current investments).

Each reportable segment derives its revenues from three main sources from equity portfolio investments as described in further detail in Note 1 under 'Income from equity portfolio investments' and also from treasury portfolio investments as described in Note 1 under 'Income from treasury portfolio investments'.

All reportable segments derive their revenues entirely from external clients and there are no inter-segment sales.

Included within the operating income reported above are the following amounts requiring separate disclosure owing to the fact that they are derived from a single investee company and the total revenues attributable to that investee company are 10% or more of the total realised and unrealised income generated by the Group during the period:

1There are no disclosures for Paladin Holdings Limited and Lilley Plummer Holdings Limited in the current year as the income derived from these investee companies did not exceed the 10% threshold prescribed by IFRS 8. There is also no disclosure shown for XPT Group LLC and ATC Insurance Solutions PTY Limited in the prior year as the income derived from these investee companies did not exceed the 10% threshold prescribed by IFRS 8 in that year.

As outlined previously, under IFRS 8 the Group reports its operating segments (UK and Non-UK) and associated income, expenses, assets and liabilities based upon the country of domicile of each of its investee companies.

In addition to the segmental analysis disclosure reported above, the Group has undertaken a further assessment of each of its investee companies' underlying revenues, specifically focusing on the geographical origin of this revenue. Geographical analysis of each investee company's 2025 and 2024 revenue budgets was carried out and, based upon this analysis, the directors have determined that on a look-through basis, the Group's portfolio of investee companies can also be analysed as follows: