Half Year Results

20 October 2026

B.P. Marsh & Partners Plc

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

Half Year Results

Converting Portfolio Value into Shareholder Returns

B.P. Marsh & Partners Plc (AIM: BPM), the specialist private equity investor in early-stage financial services businesses, announces its unaudited Group Half Year Results for the six months to 31 July 2026 (the "Period").

Highlights:

• A record £13.0m of dividends (36.29p per share) paid thus far in the year ending 31 January 2027, equivalent to 3.5% of NAV, including an £8.0m special dividend declared following the sale of Stewart Specialty Risk Underwriting Limited

• Total shareholder return of 7.0% during the Period, and 10.2% for the twelve months to 31 July 2026

• NAV of £372.2m and NAV per share of 1,048.5p* at 31 July 2026 (31 January 2026: £360.2m; 1,009.9p), after the payment of these dividends

• £30.8m of equity proceeds and loan repayments received from the portfolio, including the final £9.6m tranche of deferred consideration from Paladin, US$12.1m received from XPT Group LLC, and £2.5m from Amiga Specialty Holdings Limited

• Three new investments completed during the Period, in Ventura Risk Partners, Nine Edge Wealth and Autonomy Investment Partners, alongside a follow-on investment in Pantheon Specialty Group, increasing the Group’s shareholding to 41.0%

• £9.8m of new and follow-on equity investment and £18.1m of portfolio lending during the Period

• Minimum dividend of £7.0m intended for the year ending 31 January 2028, bringing total dividends paid and/or intended across the three financial years to 31 January 2028 to not less than £28.0m

• Consolidated profit before tax of £22.8m (six months to 31 July 2025: £32.1m)

• Group liquidity of £37.4m at 31 July 2026; the Group remains debt free

*Fully diluted NAV per share of 996.0p (31 January 2026: 959.8p). See the Chief Finance Officer Update for further detail.

Commenting on the results, Daniel Topping, Chief Executive Officer, said:

“I am pleased to report another strong period for B.P. Marsh. The first half of the financial year saw us convert value built up across the portfolio into cash, delivering meaningful returns to shareholders while continuing to invest for future growth.

During the Period, we paid £13.0m in dividends and received £30.8m of equity proceeds and loan repayments from the portfolio. At the same time, we continued to back proven management teams, completing three new investments and increasing our holding in Pantheon. This balance of realisations, shareholder returns and new investment demonstrates the strength of our capital recycling model, with value generated by more mature investments helping to fund the next generation of portfolio growth.

Our approach builds on the partnership-led model established by Brian Marsh OBE, which has delivered compound NAV growth of 10.9% a year since flotation, after distributions. With £37.4m of available cash, no debt and a robust pipeline, the Group remains well placed to continue delivering long-term value for shareholders.”

Analyst briefing and investor presentation:

An analyst presentation will be held today, 20 October 2026 at 9:00am BST. Analysts wishing to attend should contact [email protected] to register. Management will also provide a live presentation for all existing and potential shareholders via the Investor Meet Company platform on 21 October 2026 at 10:30am BST. Investors can sign up for free and add to meet B.P. Marsh & Partners Plc via: https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor.

For further information on B.P. Marsh, its strategy and current portfolio, please visit www.bpmarsh.co.uk or contact:

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. 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 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.

Chief Executive Officer's Statement

A differentiated and compelling investment opportunity  

B.P. Marsh is a specialist investor in insurance and financial services, with a proven track record of long-term value generation.  This performance is underpinned by a number of factors:

Overview

The first half of the financial year was a period in which the Group converted value built up in the portfolio into cash, returned a significant proportion of it to shareholders, and continued to reinvest alongside proven management teams.

The Group paid £13.0m of dividends during the Period and received £30.8m of equity proceeds and loan repayments from the portfolio. After these distributions, NAV was £372.2m at 31 July 2026 (31 January 2026: £360.2m), total shareholder return for the Period was 7.0%, and for the twelve months to 31 July 2026, total shareholder return was 10.2%.

Activity across the portfolio and balance sheet demonstrates the Group’s capital recycling model. During the Period, £9.8m was deployed in new and follow-on equity investments and £18.1m through portfolio loans, while £20.7m of equity proceeds, including deferred consideration, and £10.1m of loan repayments were received. This combination of investment, realisation and recurring portfolio income enabled the Group to continue supporting its investee companies while returning capital to shareholders and maintaining £37.4m of Group funds at the Period end, with no debt.

The Group's income base continued to build. Portfolio income was £6.5m (31 July 2025: £4.8m), reflecting growth in the loan book and the increasing use of income-generating structures, including the preferred returns attached to the Group's investments in Autonomy, Gambit Re and Oneglobal.

Shareholder returns

During the Period, the Company paid dividends totalling £13.0m (36.29p per share), comprising an interim dividend of £2.5m in February 2026, a special dividend of £8.0m in March 2026 following the disposal of Stewart Specialty Risk Underwriting Limited, and a final dividend of £2.5m in July 2026. The Board intends to pay a minimum of £7.0m for the year ending 31 January 2028, including a £2.0m special dividend linked to the final Paladin deferred consideration.

Including the £8.0m of dividends paid in the year ended 31 January 2026, and the minimum £7.0m intended for the year ending 31 January 2028, the Group has paid, or intends to pay, a total of £28.0m in dividends across the three financial years to 31 January 2028. The Board’s approach remains to balance sustainable cash returns to shareholders with retaining sufficient capital to support the existing portfolio and pursue attractive new opportunities.

In July 2026, the Company announced a new share buy-back programme of up to £2.0m, under which 120,000 shares were repurchased at an average price of £6.77 per share. Since the Period end, and at the time of writing, a further 176,991 shares have been repurchased at an average price of £6.68 per share.

Cash realisations

The Group received £9.6m in March 2026, being the second and final tranche of deferred consideration from the sale of Paladin, the parent company of CBC. In April 2026, the Group also received £0.7m of final deferred consideration from the sale of Stewart Specialty Risk Underwriting Limited (“SSRU”).

In March 2026, the Group completed the sale of its 39.2% shareholding in Amiga Specialty Holdings Limited ("Amiga") to Sodalis Capital Limited ("Sodalis"), also a B.P. Marsh portfolio company, receiving £0.7m in cash together with full repayment of its £1.8m loan. The transaction generated an Internal Rate of Return of 111.9%. The Group retains a 25.6% interest in the enlarged Sodalis group and a pro rata entitlement to deferred consideration linked to Amiga's performance in 2027 and 2028.

In June 2026, on completion of the Autonomy Investment Partners LLC (“Autonomy”) transaction described below, the Group received US$12.1m from XPT Group LLC ("XPT") through the redemption of preferred units and the repayment of debt.

Across the Period, these and other receipts contributed to £20.7m of equity proceeds, including deferred consideration, alongside £10.1m of loan repayments. This cash generation is central to the Group’s ability to recycle capital between mature and developing investments while continuing to fund shareholder distributions.

Portfolio activity

The Period was one of continued investment activity, with the Group deploying capital into three new investments and increasing its holding in Pantheon, while also realising cash from a number of mature portfolio positions. This reflects the Group’s approach of recycling capital generated from successful investments into new opportunities alongside experienced management teams, while maintaining a strong balance sheet and returning capital to shareholders.

New investments

Ventura Risk Partners Holdings Limited ("Ventura")

In March 2026, the Group acquired a 25.0% shareholding in Ventura, a newly formed London-based broker placing energy risks into the Lloyd's and wider London insurance markets. Founded by Alex Taylor, Ventura offers North American retail brokers an independent and specialist route to place complex energy risks in the London market, in a sector that has seen significant consolidation. Since the Group's investment, Ventura has focused on establishing its placement platform across upstream, midstream and renewable energy risks, building on its founder's established relationships with London market underwriters and North American brokers.

Date of initial investment: March 2026

Cost of Equity: £49

Equity stake: 25.0%

Loan Facility: £2,000,000

Nine Edge Wealth Limited ("Nine Edge")

In March 2026, the Group acquired a 30.0% shareholding in Nine Edge, a newly established UK independent financial advice business led by Derek Miles. On completion, Nine Edge acquired Edinburgh-based RMS Limited, with approximately £70.0m of assets under management, providing an established recurring revenue base from which to pursue further organic and acquisitive growth.

Since the Group’s investment, Nine Edge has continued to execute on this strategy, completing the acquisition of Wealth Professional, a UK financial planning business with approximately £340.0m of assets under management and four advisers. Wealth Professional also brings an Adviser Academy focused on developing the next generation of financial advisers. Together, these acquisitions have increased Nine Edge’s acquired assets under management to approximately £410.0m and broadened its presence across the UK.

Date of initial investment: March 2026

31 July 2026 valuation: £1,087,000

Cost of Equity: £30

Equity stake: 30.0%

Loan Facility: £5,000,000

Autonomy Investment Partners LLC ("Autonomy")

In June 2026, the Group invested US$5.2m for a 17.9% preferred capital interest in Autonomy, a new vehicle formed with the senior management team of XPT and BharCap Partners LLC to provide minority growth capital to independent US insurance distribution businesses. The investment carries an 8.0% preferred annual return and extends the model that has underpinned XPT's growth since 2017. BharCap, a specialist financial services private equity investor with more than US$2.0bn of capital under management, has committed US$100.0m to Autonomy as its largest investor.

As its inaugural transaction, Autonomy acquired a minority stake in XPT, taking this indirect interest into account, the Group's total economic interest in XPT is 28.9%. Autonomy broadens the Group's access to a fragmented segment of the US insurance distribution market while preserving its economic participation in XPT and generating income from inception.

Date of initial investment: June 2026

Cost of Equity: US$5,178,628 (£3,927,547)

Equity stake: 17.9% (preferred capital interest)

Loan Facility: N/A

Follow-on investment

Pantheon Specialty Group Limited ("Pantheon")

In April 2026, the Group acquired a further 2.0% of Pantheon from members of its management team for £5.5m, based on an equity valuation of £275.0m, increasing its shareholding to 41.0%. Since the Group's initial investment in June 2023, Pantheon has delivered significant growth, developing from its original focus on Global Casualty and Professional Lines into a full-service London market wholesale insurance broker with specialist capabilities spanning Marine, Global Property, Innovation & Technology and Delegated Authorities, alongside the continued development of its Energy offering.

Supported by an experienced leadership team and strong relationships across the global insurance market, Pantheon has established itself as a high-quality, scalable independent specialty broking platform with a growing reputation for the placement of complex risks. Revenue is budgeted to approach £27.7m in the 2026 financial year, compared with approximately £23.8m in 2025, with strong margins and significant cash generation supporting continued reinvestment and growth. Pantheon remains the largest contributor to the Group's NAV, demonstrating the significant value created since the Group's original investment.

Date of initial investment: June 2023

31 July 2026 valuation: £112,360,000

Cost of Equity: £32,800,025

Equity stake: 41.0%

Post-period investment

Dauntless U/W Limited ("Dauntless")

Following the Period end, the Group completed an investment in Dauntless, a newly established London Market underwriting agency specialising in marine hull insurance. The Group acquired a 30.0% equity interest in the business for nominal consideration and provided a £2.0m loan facility to support its development.

Dauntless has been founded by experienced marine underwriters Des Keane and Charles Scott-Hopkins and will focus on niche areas of the marine hull market, including brown-water, older and distressed tonnage. The business will operate as an Appointed Representative of DA Strategy Limited and is supported by A-rated Lloyd's carriers. The investment represents a further example of the Group backing experienced management teams at an early stage and builds on its longstanding experience of investing in specialist businesses operating within the Lloyd's and London insurance markets.

Date of initial investment: October 2026

Equity stake: 30.0%

Loan Facility: £2,000,000

Other portfolio company highlights

ATC Insurance Solutions Pty Ltd ("ATC")

ATC continued to pursue its growth and diversification strategy through the acquisition of Frontier Global UW Limited ("Frontier"), a London- and Sydney-based insurance intermediary comprising a Financial Lines MGA and complementary wholesale broking business. The acquisition establishes a London market presence for ATC, strengthens its international underwriting capabilities and broadens its Financial Lines offering.

Sodalis Capital Limited ("Sodalis")

Since the Group’s investment in November 2025, Sodalis has continued to execute its buy-and-build strategy, acquiring Amiga in March 2026 and launching Brecon Specialty Limited, a London-based wholesale insurance broker focused on Cyber and Technology Errors & Omissions risks globally. The addition of both an underwriting platform and a specialist broking operation within its first year of trading demonstrates early progress in building a broader insurance intermediary group.

Oneglobal Broking Holdings Limited ("Oneglobal")

Oneglobal, the international retail and wholesale specialty insurance broker, has performed strongly throughout 2026, with trading year to date in 2026 significantly ahead of both budget and the prior year. The business continues to offer a diversified specialty offering across a number of niche lines of business across the globe. The Group's investment, structured through cumulative convertible preferred shares carrying an 8.0% preferred annual return, provides a recurring income stream alongside participation in Oneglobal's future growth.

Verve Risk Services Limited ("Verve")

Post-Period, Verve continued to expand its underwriting capabilities through the addition of two specialist teams. The first establishes a dedicated US and International Financial Institutions offering, while the second expands Verve’s US Errors & Omissions capabilities into professional liability risks for Lawyers, Architects & Engineers and Accountants. These additions broaden Verve’s product offering and provide access to a wider range of risks.

Portfolio performance

Over the Period, the valuation of the Group's equity portfolio increased from £273.8m at 31 January 2026 to £296.5m at 31 July 2026. Adjusting for additions and disposals during the Period, this represents an underlying increase of approximately 8.8%, reflecting continued value creation across the portfolio.

The increase was broad-based, with a particularly strong contribution from ATC, whose valuation increased by £6.9m to £44.6m as the business continued to grow and diversify its operations, alongside increases across a number of the Group's developing investments, including Sodalis, Oneglobal, Volt, Ai Marine and Devonshire. Pantheon remains the Group's largest investment by value at £112.4m and continues to deliver strong underlying growth.

NAV breakdown by portfolio company

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

The Group's current insurance investments are budgeting to produce approximately £2.6bn of aggregate gross insurance premium during 2026. A breakdown between the Group's insurance broking and underwriting agency investments is shown below.

Current insurance brokers

The Group's broking portfolio is budgeting to place over £1.6bn of gross written premium in 2026, generating over £154.7m of brokerage income and accessing specialty insurance markets around the world. The breadth of the broking portfolio provides exposure to a diversified range of specialist classes, geographies and client bases.

Current underwriting agencies

The Group's underwriting agencies are budgeting to underwrite £970.9m of gross written premium in 2026, yielding approximately £112.0m of commission income across a broad range of specialist product areas. These businesses provide exposure to specialist underwriting expertise while retaining the capital-light characteristics of the intermediary model that remains central to the Group's investment strategy.

*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 Group selectively invests in adjacent financial services where its sector experience, network and patient capital can create value. These investments broaden the portfolio while remaining consistent with the Group's focus on specialist, entrepreneurial financial services businesses.

Current other XPT-related insurance vehicle investments

The Group also maintains interests in insurance-related investment vehicles connected with XPT and the wider development of specialist insurance distribution businesses in North America. These investments provide additional exposure to the growth of the underlying businesses and complement the Group's direct investment in XPT.

Market and new business

The Group’s portfolio remains focused on specialty and niche businesses, many of which are earlier-stage investments where growth is driven more by new client wins, increasing policy count, market share gains and the development of new products and distribution opportunities than by movements in market pricing alone. Together with the fee and commission-based nature of broker and underwriting agency revenues, this continues to support organic growth across the portfolio.

Against this backdrop, commercial insurance pricing continued to moderate during the Period, with global rates declining by 6% in the second quarter of 2026, although trends remained varied across individual classes¹. Given the nature of the Group’s investments and their underlying growth drivers, the portfolio is relatively insulated from movements in headline commercial insurance pricing.

Consolidation across insurance distribution also continued during 2026. During the first half of the year, 41 M&A transactions were announced across the UK insurance distribution sector. Of these, approximately 17 involved private equity capital, representing 41% of total deal activity, while more than a quarter involved specialty businesses2.

The Group continues to view this environment as a source of opportunity, both for existing portfolio companies pursuing selective acquisitions and for experienced teams seeking an independent, long-term capital partner.

The Group received 42 new business enquiries during the Period (six months to 31 July 2025: 32), demonstrating sustained inbound interest in the Group’s partnership-led investment approach and sector expertise. The Group continues to maintain a healthy pipeline of prospective investments across its target markets.

¹ Marsh Global Insurance Market Index, Q2 2026.

2 MarshBerry, A(Nother) Quiet First Half For UK Insurance Distribution M&A, 7 July 2026.

Outlook

With £37.4m of Group funds at 31 July 2026, no debt, a growing income base and a robust pipeline, the Group remains well positioned to balance selective new investment with continued returns to shareholders, and to support its entrepreneurial management teams as they grow their businesses. The Board continues to see attractive opportunities created by sector consolidation and by experienced teams seeking patient, supportive capital, while the increasing maturity of parts of the portfolio provides further potential for cash realisations and capital recycling over time. The post-Period investment in Dauntless demonstrates the continued availability of opportunities to deploy capital in specialist areas where the Group has established market knowledge and experience.

Daniel Topping

Chief Executive Officer

20 October 2026

Chief Finance Officer Update

NAV and returns

At 31 July 2026, the Group's NAV was £372.2m (31 January 2026: £360.2m), an increase of £12.0m (3.4%) over the Period after the payment of £13.0m of dividends and £1.2m of share buy-backs. Including dividends paid, this represented an overall return of 7.0% for the Period (31 July 2025: 9.5%).

Since flotation in 2006, the Group has delivered an annual compound growth rate of 10.9% in NAV after running costs, realisations, losses, distributions and corporation tax (12.9% since 1990).

Investment performance

The Group deployed £9.8m in new and follow-on equity investments during the Period (31 July 2025: £19.7m), including £5.5m to increase its interest in Pantheon, US$5.2m in Autonomy and £0.4m into Sage alongside nominal equity subscriptions in Ventura and Nine Edge.

Income, expenses and profit

Net gains from investments were £24.0m (31 July 2025: £31.3m). Portfolio income was £6.5m (31 July 2025: £4.8m) and operating expenses were £8.2m (31 July 2025: £4.9m). Approximately 79% of the year-on-year increase in operating expenses was attributable to a one-off prior-year catch-up charge of £2.6m, comprising a £1.5m share-based payment charge and £1.1m of associated employer’s National Insurance, arising from the revaluation of share options reallocated to staff in March 2025.

Profit before tax was £22.8m (31 July 2025: £32.1m). On an underlying basis, excluding unrealised investment activity and the one-off catch-up costs, the Group recorded a pre-tax profit of £2.5m (31 July 2025: £0.7m), in line with its strategy of covering expenses from portfolio yield.

Liquidity and loan portfolio

The loan portfolio was £46.9m at 31 July 2026 (31 January 2026: £38.8m), after £18.1m of new loans and drawdowns to support new and existing portfolio companies and £10.1m of repayments, including £1.8m from Amiga. The average interest rate charged on the loan portfolio at 31 July 2026 was 8.3%.

At 31 July 2026, the Group had cash and treasury funds of £37.4m (31 January 2026: £49.5m). The movement during the Period reflects £9.8m of new and follow-on equity investments, £18.1m of portfolio loans, £13.0m of dividends and £1.2m of share buy-backs, offset by £20.7m of equity proceeds, including deferred consideration, and £10.1m of loan repayments. Key receipts included £9.6m from Paladin and US$12.1m from XPT. The Group remains debt free.

NAV per share

Undiluted NAV per share was 1,048.5p (31 January 2026: 1,009.9p) and fully diluted NAV per share was 996.0p (31 January 2026: 959.8p). The diluted figure includes the 761,499 shares held within the Employee Benefit Trust, the associated £1.9m loan and the 1,685,000 share options for which the NAV performance criteria have been met.

Francesca Chappell

Chief Finance Officer

20 October 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. 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. 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 July 2026 the Group's equity interests were as follows. Further detail on each investment is available at www.bpmarsh.co.uk.

These investments have been valued in accordance with the accounting policies set out in the Group's Annual Report for the year ended 31 January 2026.

Half Year Consolidated Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 JULY 2026

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 JULY 2026

(Company Number: 05674962)

The Interim Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 19 October 2026

and signed on its behalf by:

Daniel Topping & Francesca Chappell

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 JULY 2026

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.

The presentation of the Consolidated Statement of Cash Flows was revised in the financial statements for the year ended 31 January 2026 to better align with the Group’s operations. The same presentation has been adopted in these interim financial statements, and the comparative figures for the six months ended 31 July 2025 have been restated accordingly. There is no change to the net cash flows previously reported.

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 JULY 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 JULY 2026

Basis of preparation of financial statements

These condensed consolidated interim financial statements were approved by the Board for issue on 19 October 2026, and have been prepared as at, and for the six months ended, 31 July 2026. This Interim Report has been prepared in accordance with the AIM Rules for Companies. It does not and is not required to comply with IAS 34 ‘Interim Financial Reporting’. The accounting policies applied by the Group in this Interim Report are consistent with those of the previous financial year and corresponding half year reporting period.

The financial information contained within this Interim Report has been prepared applying the recognition and measurement requirements of UK-adopted international accounting standards expected to apply at 31 January 2027.

These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The interim financial statements for the half year ended 31 July 2026 were neither audited nor reviewed by the Company’s auditors.

The financial information for the year ended 31 January 2026 is based on audited statutory accounts which have been filed with the Registrar of Companies. The Auditor’s report for 2026 was (i) unqualified, (ii) included no matters to which the auditor drew attention by way of emphasis and (iii) did not contain statements under Sections 498 (2) or 498 (3) of the Companies Act 2006 in relation to the financial statements.

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 judgements, 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

These condensed consolidated interim 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 projections and cash flow forecasts for the period to 31 January 2028.

These 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 condensed consolidated interim financial statements.

Significant management judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, 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:

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.

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 period.

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 5 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 condensed consolidated interim financial statements.

Basis of consolidation

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:

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.

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.

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 fair value of equity portfolio investments, some of which are in early stage companies:

Both realised and unrealised gains and losses arising from changes in fair 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 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

Income comprises:

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. 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 within IFRS 8: Operating Segments (“IFRS 8”).

3. OPERATING EXPENSES

4. EARNINGS AND NET ASSET VALUE PER SHARE FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS

1 The number of dilutive shares under option as at 31 July 2026 comprised 236,259 (31 July 2025 and 31 January 2026: 236,259) unallocated JSOP shares held within the Employee Benefit Trust and 1,685,000 (31 July 2025 and 31 January 2026: 1,685,000) options held under the Group’s Share Option Plan (Note 11).

1 Adjustment to Net Asset Value represents the cash receivable by the Group when the 525,240 (31 July 2025 and 31 January 2026: 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 July 2026, are sold.

2 Adjustment to Net Asset Value represents the cash receivable by the Group when the total remaining 761,499 (31 July 2025 and 31 January 2026: 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 July 2026 comprised 236,259 (31 July 2025 and 31 January 2026: 236,259) unallocated JSOP shares held within the Employee Benefit Trust and 1,685,000 (31 July 2025 and 31 January 2026: 1,685,000) options held under the Group’s Share Option Plan (Note 11).

5. NON-CURRENT INVESTMENTS – EQUITY PORTFOLIO

Group investments by valuation

1 Equity investment made at nominal value (less than £100)

The additions relate to the following transactions in the period:

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 £3,585,000 had been drawn down as at 31 July 2026, with a remaining undrawn facility of £1,415,000.

On 17 March 2026 the Group acquired a 25% cumulative preferred ordinary equity stake in Ventura Risk Partners Holdings Limited (“Ventura”), for a nominal consideration of £49. Ventura is a newly established insurance broker focused on placing energy risks into the Lloyd’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 had been drawn down as at 31 July 2026, with a remaining undrawn facility of £1,600,000.

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 members of its management team. The investment increased the Group’s equity holding from 39% as at 31 January 2026 to 41% at 31 July 2026.

On 24 June 2026 the Group acquired a 17.86% preferred equity stake in Autonomy Investment Partners LLC (“Autonomy”), through its wholly owned subsidiary B.P. Marsh (North America) Limited, for consideration of USD 5,178,628 (£3,927,547). Autonomy is a newly formed US investment vehicle, established in partnership with the senior management team of XPT Group LLC (“XPT”) and BharCap Partners LLC, a Connecticut-based private equity firm, which will make minority investments in independent US insurance distribution businesses seeking growth capital, while allowing founders and management teams to retain operational control. The Group has committed up to USD 25,000,000 of equity funding to Autonomy, of which USD 19,821,372 (£14,728,319) remained uncalled as at 31 July 2026. Any further drawdown requires the separate approval of the Group.

On 25 June 2026 the Group acquired a further 7% preferred equity stake in Sage Program Underwriters, Inc. (“Sage”), through its wholly owned subsidiary B.P. Marsh (North America) Limited, for consideration of USD 500,000 (£374,697). The investment increased the Group’s equity holding from 30% as at 31 January 2026 to 37% as at 31 July 2026. The transaction includes a performance-based ratchet whereby, if Sage achieves agreed EBITDA growth targets, a proportion of the shares acquired will be transferred to Sage’s management, reducing the additional stake acquired by the Group from 7% to 5%.

Refer to Note 7 for details of the disposals made by the Group during the period.

6. CASH AND CASH EQUIVALENTS