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B.P. Marsh &Partners (BPM)

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Wednesday 06 June, 2007

B.P. Marsh &Partners

Final Results

B.P. Marsh & Partners PLC
06 June 2007


Date: 6th June 2007

On behalf of: B.P. Marsh & Partners Plc

Embargoed until: 0700hrs



                           B.P. Marsh & Partners Plc


                         (B. P. Marsh or 'the Company')


                          Final Results - 6 June 2007


B. P. Marsh & Partners Plc (AIM: BPM), a niche venture capital provider to early
stage financial services businesses, announces its audited Group final results
for the year to 31 January 2007.


                              Chairman's Statement


I am pleased to present the final audited results for B. P. Marsh & Partners Plc
(the 'Group') and its consolidated statements for the year ended 31st January
2007, the first year since the Group's ordinary shares were admitted to trading
on AIM on 2nd February 2006.


Overview


The AIM Admission was a significant landmark for the Group and raised proceeds
of £10.1 million net of expenses through the placement of a total of 9.3 million
ordinary shares (including just under 7.9 million new ordinary shares). This
resulted in a total of 29.3 million ordinary shares in issue, and an initial
market capitalisation of just over £41 million.


During the year, the Group played a significant part in the re-financing of two
of its largest investments, and has utilised 50% of the funds raised from its
admission to AIM as follows:


• The Group invested a further £1.7m in Besso Holdings
Limited ('Besso'), a multi-niche Lloyd's insurance broking Group, to enable
Besso to restructure its finances and further develop the business. The Group's
investment included the capitalisation of a loan (£0.6m). In doing so, the Group
maintained its shareholding in Besso at 24.7%. This shareholding was
subsequently diluted to 23.55% following the implementation of an Executive
Share Option Plan that was introduced to incentivise management;


• The Group participated in an equity placing to raise £5.1m
for Hyperion Insurance Group Limited ('Hyperion') to facilitate the further
expansion of one of the United Kingdom's fastest growing independent insurance
groups. The Group exercised its pre-emption rights and by capitalising part of a
loan (£1.4m), maintained its shareholding in Hyperion at 27.9%;


• The Group invested €1m in Summa Insurance Brokerage, S. L.
a consolidator of regional insurance brokerages based in Spain, which made its
first acquisition in March 2006. It also lent €0.4m of a €2m facility to fund
further acquisitions;


• The Group invested a further £0.1m in Principal Investment
Holdings Limited, a predominately discretionary fund manager with both retail
and institutional clients, in order to maintain its percentage equity;


• The Group repaid in full the loan of £2.5m from Mr B P
Marsh following its admission to AIM.


The investments within the Group's portfolio made good, and in some cases very
good, progress during the year. Hyperion Insurance Group for example increased
revenues by 24% and operating profits by 37% for its year to 30th September 2006
and was listed as no. 32 in the Sunday Times Deloitte Buyout Track 100 league
table.


During the year we actively reviewed a number of prospective new investments.
Four potential investments were brought to an advanced stage of negotiation and
two of these, JMD Specialist Insurance Services Group Ltd and LEBC Holdings
Limited were completed after the year-end.


Financial Performance


At 31st January 2007, the net asset value of the Group was £47.7m (2006 :
£31.2m) before deferred tax. Including deferred tax the net asset value was
£40.6m (2006 : £25.7m). Adjusting for the £10.1m net proceeds raised on
flotation this equates to an increase in net asset value of 15.4% before
deferred tax (2006 : 16.4%), or 13.2% after deferred tax (2006 : 16.3%).


The net asset value of £47.7m at 31st January 2007 represented a total increase
in net asset value of £35.1m since the Group was originally formed in 1990
excluding the £10.1m net proceeds raised on AIM and the original capital
investment of £2.5m. The directors are satisfied that the Group has maintained
an annual compound growth rate of 17% after running costs, realisations, losses
and distributions but excluding deferred tax (15.5% including deferred tax)
since 1990.


Based upon the above figures the Group's net asset value per share as at 31st
January 2007 was 163p excluding deferred tax (139p including deferred tax).


The consolidated profit on ordinary activities before share based provision for
the year was £242k (2006: £4k).


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

31st January     Acquisitions  Disposals   Adjusted 31st January  31st January
2006 valuation   at cost       at cost     2006 valuation         2007 valuation
   £27,700,000    £3,969,233   £ Nil       £31,669,233            £37,784,000


This equates to an uplift in the portfolio valuation of 19.3% before deferred
tax (2006 : 20.4%). However, this assumes all acquisitions were made on the
first day of the year and therefore the true rate of increase is greater.


Post year-end investments


The Group has managed to invest the final 50% of the funds raised on its
admission to AIM following the year-end as follows:


• The Group acquired a 25% shareholding in JMD Specialist
Insurance Services Group Limited ('JMD') for £0.6m and has agreed to provide a
further £0.25m in loans to further develop the business. JMD is an accelerated
premium collection service based in the city of London and provides a unique
approach to the acceleration of insurance cash flow as well as effective balance
sheet management;


• The Group acquired a 22.5% shareholding in LEBC Holdings
Limited ('LEBC') for an initial consideration of £1.8m and a further deferred
payment of £0.2m based upon their subsidiary company's audited results to 31st
May 2007. LEBC is an Independent Financial Advisor established in 2000 with 11
branches around the UK and 56 advisors which provides services to individuals,
corporates and partnerships, principally in employee benefits, investment and
life product areas.;


• The Group participated in a further £5.5m rights issue for
Hyperion Insurance Group Limited to further develop the business taking up its
pro-rata share at £1.5m and thereby retaining its 27.89% shareholding;


• The Group lent Summa Insurance Brokerage S.L. a further
€1.6m, part of an agreed €2m loan facility, to fund further acquisitions of
regional brokers in Spain.


In addition the Group currently has committed to provide a further £0.6m of
funding either through debt or deferred equity for its existing investments.
After taking this into consideration, the Group currently has approx. £1.2m of
cash available for further investments together with a £3m loan facility.


Business Strategy


The Group typically invests amounts of up to £2.5 million and only takes
minority equity positions, normally acquiring between 15% and 40% of an investee
company's total equity. The Group requires its investee companies to adopt
certain minority shareholder protections and appoints a director to the relevant
board. The Group's successful track record is based upon a number of factors
that include, amongst other things, a robust investment process, the
management's considerable experience of the financial services sector, and a
flexible approach towards exit-strategies.


People


In September 2006, Ms Clare Ferguson who, inter alia, has been a partner in the
law firm Taylor Wessing for many years, joined the Board as a non-executive
director and was immediately co-opted on to the Remuneration Committee. We
warmly welcomed her, and I thank all the directors and staff for their
unstinting contributions towards the progress of the Group. In March 2007 we
said farewell to Stephen Crowther, who had served as a director since 1998, and
with whom we will, in his continuing capacity as a director of one of our
Investee Companies, no doubt maintain a mutually helpful relationship.


The directors consider that the Group remains unique in its investment sector
and we continue to see a large number of relatively small investment
opportunities with excellent management and spirited business plans. These
represent a challenge, which the B P Marsh team relishes.



Brian Marsh

Chairman



Investments



As at 31st January 2007 the Group's equity interests were as follows :


Berkeley (Insurance) Holdings Limited

(www.berkeleyinsurance.com)

In July 2002 the Group invested in Berkeley (Insurance) Holdings, a company that
provides its clients with independent advice on the most suitable choice of
insurance broker in specialist as well as mainstream insurance areas.

Date of investment: July 2002

Equity stake: 19.9%

31st January 2007 valuation: £90,000


Besso Holdings Limited

(www.besso.co.uk)

In February 1995 the Group assisted a specialist team departing from insurance
broker Jardine Lloyd Thompson Group in establishing Besso Holdings. The company
specialises in insurance broking for the North American wholesale market.

Date of investment: February 1995

Equity stake: 23.55%

31st January 2007 valuation: £12,113,000


HQB Partners Limited

(www.hqbpartners.com )

In January 2005 the Group made an investment in HQB Partners, a company which
provides strategic transaction advice, proxy solicitation services, voting
analysis and investor relations services.

Date of investment: January 2005

Equity stake: 28.0%

31st January 2007 valuation: £390,000


Hyperion Insurance Group Limited

(www.hyperiongrp.com)

The Group first invested in Hyperion Insurance Group in 1994. The Hyperion
Insurance Group owns, amongst other things, an insurance broker specialising in
directors' and officers' ('D&O') and professional indemnity ('PI') insurance. A
subsidiary of Hyperion became a registered Lloyd's insurance broker. In 1998
Hyperion set up an insurance managing general agency specialising in developing
D&O and PI business in Europe.

Date of investment: November 1994

Equity: 27.9%

31st January 2007 valuation: £11,999,000


Paterson Martin Limited

(www.patersonmartin.com)

Paterson Martin was founded by a group of professionals from the actuarial,
capital markets and reinsurance advisory sectors in conjunction with the Group.
The company uses sophisticated modeling techniques to assess risk, with a view
to providing counter-party risk transaction advice.

Date of investment: April 2004

Equity stake: 22.5%

31st January 2007 valuation: £427,000


Portfolio Design Group International Limited

(www.surrendalink.co.uk)

In March 1994 the Group invested in the Portfolio Design Group, a company which
sells with-profits life endowment policies to large financial institutions. In
2002 the company diversified into investment management.

Date of investment: March 1994

Equity stake: 20.0%

31st January 2007 valuation: £4,452,000


Principal Investment Holdings Limited

(www.principalinvestment.co.uk)

In December 1999 the Group invested in Principal, a predominantly discretionary
fund manager with both retail and institutional clients.

Date of investment: December 1999

Equity stake: 19.0%

31st January 2007 valuation: £7,202,000


Public Risk Management Limited

(www.publicriskmanagement.co.uk)

In September 2003 the Group assisted in establishing Public Risk Management, a
company which specialises in the development and provision of risk management
services, including processes and procedures, to the public sector.

Date of investment: September 2003

Equity stake: 44.0%

31st January 2007 valuation: £61,000


Summa Insurance Brokerage, S. L.

(www.grupo-summa.com)

In January 2005 the Group provided finance to a Spanish management team with the
objective of acquiring and consolidating regional insurance brokers in Spain.

Date of investment: January 2005

Equity stake: 35.0%

31st January 2007 valuation: £1,050,000



The Group acquired equity interests in the following companies after 31st
January 2007 :


JMD Specialist Insurance Services Group Limited

(www.jmd-sis.com)

In March 2007 the Group invested in JMD, a provider of leading-edge services to
the insurance industry. Their unique approach to measurable cash flow and profit
enhancements adds value to Lloyd's syndicates, UK and international insurers and
re-insurers.

Date of investment: March 2007

Equity stake: 25.0%

31 January 2007 valuation: N/A


LEBC Holdings Limited

(www.lebc-group.com)

In April 2007 the Group invested in LEBC, 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: 22.5%

31 January 2007 valuation: N/A



Financial Statements


                      CONSOLIDATED PROFIT AND LOSS ACCOUNT


                      FOR THE YEAR ENDED 31ST JANUARY 2007



                    Notes                      2007                       2006
                                    £             £            £             £

TURNOVER               1                    749,313                    940,606

Staff costs            3    1,495,441                  1,506,799
Depreciation           9        4,154                      5,697
Other operating charges       714,217                    708,384
                              -------                    -------

Operating costs                          (2,213,812)                (2,220,880)

Other operating
income - fixed                            1,278,049                    986,958
asset investment income                   ---------                  ---------

OPERATING LOSS                             (186,450)                  (293,316)

Provision against                   -                   (232,023)
investments and
loans
Profit on
disposal of fixed     10      114,703                    574,316
asset
investments
Interest                      346,537                     32,551
receivable and
similar income
Interest payable       2      (32,541)                   (78,014)
and similar charges
                              -------                    -------
                                            428,699                    296,830
                                          ---------                  ---------
PROFIT ON
ORDINARY
ACTIVITIES
BEFORE SHARE                                242,249                      3,514
BASED PROVISION

Share based        14,23                   (222,028)                         -
provision                                 ---------                  ---------

PROFIT ON
ORDINARY
ACTIVITIES
BEFORE TAXATION        5                     20,221                      3,514

Taxation               6                          -                          -
                                             ------                      -----

PROFIT ON             14                     20,221                      3,514
ORDINARY ACTIVITIES                          ======                      =====
AFTER TAXATION

Earnings per           8                       0.07p
share - basic &                                =====
diluted




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



                                 BALANCE SHEET


                               31ST JANUARY 2007




                         Group                            Company
                         -----                            -------
                    
                   Notes         2007           2006              2007    2006
                   -----         ----           ----              ----    ----
                                    £              £                 £       £
FIXED ASSETS

Tangible assets      9          4,939          8,136                 -       -
Investments         10     37,784,000     27,700,000        37,833,532       -
                           ----------     ----------        ---------- -------

                           37,788,939     27,708,136        37,833,532       -
                           ----------     ----------        ---------- -------

DEBTORS: due
after more
than                11      3,091,034      3,230,955        10,154,796       -
one year                    ---------      ---------        ---------- -------

CURRENT ASSETS

Debtors             11      1,056,121      3,413,415                 -       1
Cash at bank
and in hand                 6,988,920      1,083,896             1,210       -
                            ---------      ---------             -----        
                            8,045,041      4,497,311             1,210       1
CREDITORS -
amounts falling
due within one
year                12     (1,209,328)    (1,733,034)                -       -
                           ----------     ----------        ---------- -------
NET CURRENT
ASSETS                      6,835,713      2,764,277             1,210       1
                            ---------      ---------             ----- -------
TOTAL ASSETS LESS
CURRENT
LIABILITIES                47,715,686     33,703,368        47,989,538       1

CREDITORS -
amounts
falling due
after more
than one year       12              -     (2,500,000)                -       -
                            ---------     ----------       ----------- -------
                          £47,715,686    £31,203,368       £47,989,538 £     1
                          ===========    ===========       =========== =======
          
CAPITAL AND
RESERVES

Called up
share capital       13      2,928,614      2,519,553         2,928,614       1
Shares to be
issued              14        222,028              -           222,028       -
Share premium
account             14      9,369,582         16,584         9,369,582       -
Revaluation
reserve             14     25,324,066     19,209,299        35,468,604       -
Capital
redemption
reserve             14              -             10                 -       -
Reverse
acquisition
reserve             14        393,253              -                 -       -
Profit and
loss account        14      9,478,143      9,457,922               710       -
                            ---------      ---------        ---------- -------
SHAREHOLDERS'
FUNDS                     £47,715,686    £31,203,368       £47,989,538 £     1
                          ===========    ===========       =========== =======
                          



Approved by the Board on 4th June 2007 for release on 6th June 2007

and signed on its behalf by B.P. Marsh and J.S. Newman.



                        CONSOLIDATED CASH FLOW STATEMENT


                      FOR THE YEAR ENDED 31ST JANUARY 2007



                                        Notes           2007              2006
                                        -----           ----              ----
                                                           £                 £

Cash outflow from operating activities      
                                            15      (454,664)         (329,651)

Returns on investment and                   
servicing of finance                        16       313,996           (45,463)

Taxation                                                   -                 -

Capital expenditure and financial
investment                                  17    (1,609,611)         (563,881)

Equity dividends                                           -           (68,948)
                                                   ---------         --------- 
Cash outflow before financing                     (1,750,279)       (1,007,943)

Financing                                   18     7,655,303         1,500,000
                                                   ---------         ---------

Increase in cash in the year                19   £ 5,905,024         £ 492,057
                                                 ===========         =========


Reconciliation of net cash flow
to movement in net funds

Increase in cash in the period              19     5,905,024           492,057
Cash inflow / (outflow) from change in
funds                                              2,500,000        (1,500,000)
                                                   ---------        ----------

Movement in net funds in the period                8,405,024        (1,007,943)

Opening net funds                                 (1,748,418)         (740,475)
                                                   ---------        ----------

Closing net funds                           19   £ 6,656,606      £ (1,748,418)
                                                 ===========        ==========




                             NOTES TO THE ACCOUNTS


                      FOR THE YEAR ENDED 31ST JANUARY 2007


1. ACCOUNTING POLICIES


Basis of preparation of financial statements


The financial statements have been prepared under the historical cost convention
modified to include the revaluation of investments and in accordance with
applicable accounting standards.


Basis of consolidation


The Group financial statements consolidate the results and net assets of the
company and all of its subsidiary undertakings.

No profit and loss account is prepared for the company, as permitted by Section
230 of the Companies Act 1985. The company made a profit for the year of £710
(2006: £nil).


Reverse acquisition accounting


On 1st February 2006 B.P. Marsh & Partners Plc became the legal parent company
of B.P. Marsh & Company Limited in a share-for-share exchange transaction. The
former B.P. Marsh & Company Limited shareholders became the majority holders of
the share capital of the enlarged group. Furthermore, the Company's continuing
operations and executive management were those of B.P. Marsh & Company Limited.
Therefore the substance of the combination was that B.P. Marsh & Company Limited
acquired B.P. Marsh & Partners Plc in a reverse acquisition.


Under the requirements of the Companies Act 1985, it would normally be necessary
for the Company's consolidated accounts to follow the legal form of the business
combination. This would mean that the difference between the book value of the
shares issued by B.P. Marsh & Partners Plc as consideration for the acquisition
of B.P. Marsh & Company Limited and the share capital in B.P. Marsh & Company
Limited be accounted for as goodwill. The directors have adopted reverse
acquisition accounting as the basis of consolidation in order to give a true and
fair view. In invoking the true and fair override, the directors note that
reverse acquisition accounting is endorsed under International Financial
Reporting Standard 3 and that the Urgent Issues Task Force (UITF) of the UK's
Accounting Standards Board has considered the subject and concluded that there
are instances where it is right and proper to invoke the true and fair override
in such a way (UITF Information Sheet 17).


There are a number of effects on the consolidated financial statements of
adopting reverse acquisition accounting. The principal effect of consolidating
using reverse acquisition accounting is that no goodwill arose on consolidation.
A merger reserve is created which reflects the difference between the book value
of the shares issued by B.P. Marsh & Partners Plc as consideration for the
acquisition of B.P. Marsh & Company Limited and the share capital in B.P. Marsh
& Company Limited. Under normal acquisition accounting the goodwill arising on
the investment by B.P. Marsh & Partners Plc in B.P. Marsh & Company Limited
would be shown on the consolidated balance sheet and amortised in accordance
with FRS 10. The directors believe that by adopting reverse acquisition
accounting the consolidated profit and loss account more fairly reflects the
actual trading results of the Group.


Employee services settled in equity instruments


The Group issued equity settled share-based awards to certain employees and
advisors. A fair value for the equity settled share awards is measured at the
date of grant. The Group measured the fair value using the valuation technique
most appropriate to value each class of award, either the Black-Scholes or a
Trinomial valuation method.


The fair value of each award is recognised as an expense over the vesting period
on a straight-line basis, after allowing for an estimate of the share awards
that will eventually vest. The level of vesting is reviewed annually; and the
charge is adjusted to reflect actual or estimated levels of vesting with the
corresponding entry to equity.


Turnover


Turnover represents the amounts receivable, excluding value added tax, in
respect of the provision of consultancy services which are recognised as that
service is provided. All turnover is derived from the UK except for income
derived from Summa Insurance Brokerage S.L. (Spain) and Oakbridge Insurance
Services (USA), the details of which are disclosed in Note 25.


Investments


Investments are stated at fair value.


The valuations of investments are conducted by the Board. In valuing investments
the Board applies guidelines issued by the British Venture Capital Association
(BVCA). The following valuation methodologies have been used in reaching fair
value of 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 of the
investee company; or


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


Realised surpluses or deficits on the disposal of investments are taken to the
Profit & Loss account, unless they have already been taken to the Revaluation
Reserve. Unrealised surpluses on the revaluation of investments are taken to the
Revaluation Reserve. Permanent impairments in the value of investments are taken
to the Profit & Loss account, except to the extent that they represent reversals
of prior revaluations.


All investments in portfolio companies are held as a means to benefit from
increases in their marketable value and not as a medium through which the
business of the company is carried out. Therefore in accordance with Financial
Reporting Standard 9 'Associates and Joint Ventures', they are not accounted for
as associates.


Income from investments


Income from investments comprises:


a) gross interest from loan stock, which is taken to the profit and loss account
on an accruals basis.


b) dividends from shares, which are taken to the profit and loss account when
received, except for fixed yield dividends, which are accounted for on an
accruals basis provided that the investee company has sufficient distributable
reserves and is able to make such distributions.


Depreciation


Provision for depreciation of tangible assets is made on the straight line basis
at rates calculated to write off the cost of the assets, less their estimated
residual values, over their expected working lives, which are considered to be:


Furniture & equipment - 5 years


Foreign currencies


Monetary assets and liabilities denominated in foreign currencies are translated
into sterling at rates of exchange ruling at the balance sheet date.


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


Exchange gains and losses are recognised in the profit and loss account.


Deferred taxation


Full provision is made for deferred tax assets and liabilities arising from all
timing differences between the recognition of gains and losses in the financial
statements and recognition in the tax computation.


Deferred tax is not provided on timing differences arising from the revaluation
of fixed assets in the financial statements.


A net deferred tax asset is recognised only if it can be regarded as more likely
than not that there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.


Deferred tax asset and liabilities are calculated at the tax rates expected to
be effective at the time the timing differences are expected to reverse.


Pension costs


The company operates a defined contribution scheme for some of its employees.
The contributions payable to the scheme during the period are charged to the
profit and loss account.


Operating leases


Rentals under operating leases are charged on a straight line basis over the
lease term.


Benefits received and receivable as an incentive to sign an operating lease are
recognised on a straight line basis over the period until the date the rent is
expected to be adjusted to the prevailing market rate.


Financial Instruments


Financial instruments are recognised when the Group becomes party to the
contract. They are initially measured at the transaction price.


Loans and Debtors


Loans and debtors are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise when the Group
provides money, goods or services directly to a counterparty with no intention
of trading the debtors. Loans and debtors included in trade and other debtors in
the balance sheet are initially measured at original invoice amount and
subsequently measured after deducting any provision for impairment.


Borrowings and other financial liabilities


These are measured initially at fair value or at original invoice amount and
subsequently measured after deducting any provision for impairment.


The Group does not hold or issue derivative financial instruments for trading
purposes.



2. INTEREST PAYABLE AND SIMILAR CHARGES                     2007          2006
                                                            ----          ----
                                                               £             £

Other interest                                            32,541        78,014
                                                          ======        ======




3. STAFF COSTS


The average number of employees, including directors, employed by the Group
during the period was 19 (2006: 22). All remuneration was paid by B. P. Marsh &
Company Limited.

The related staff costs were:                         2007                2006
                                                      ----                ----
                                                         £                   £

Wages and salaries                               1,251,421           1,271,889
Social security costs                              150,401             153,669
Pension costs                                       93,619              81,241
                                                ----------          ----------
                                                £1,495,441          £1,506,799
                                                ==========          ==========


In addition staff were paid £615,000 (2006: £120,000) out of the B. P. Marsh
Employee Benefit Trust in the year. This cost is not reflected in the profit and
loss account of B. P. Marsh & Company Limited in the current year as it is
funded through prior year contributions.



4. DIRECTORS' EMOLUMENTS
                                                            2007         2006
                                                            ----         ----
The aggregate emoluments of the directors were:                £            £

Management services                                      868,818      845,453
Fees                                                      36,400       46,552
Pension contributions                                     53,850       50,075
                                                      ----------   ----------
                                                      £ 959,068    £ 942,080
                                                       =========    =========

Highest paid director
Emoluments                                               120,724      255,019
Long term incentive payment                              250,000            -
Pension contribution                                       8,500       15,000
                                                      ----------   ----------
                                                      £ 379,224    £ 270,019
                                                      ==========   ==========


The highest paid director for the year includes a payment of £250,000 out of the
B. P. Marsh Employee Benefit Trust. This cost is not reflected in the profit and
loss account of B. P. Marsh & Company Limited in the current year as it is
funded through prior year contributions.


The company contributes into personal pension plans on behalf of certain
employees and directors. Contributions payable are charged to the profit and
loss account in the period to which they relate.


During the period, 4 directors (2006: 4) accrued benefits under money purchase
pension schemes.




5. PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE                 2007       2006
                                                               ----       ----
TAXATION
                                                                  £          £
The profit/(loss) for the period is arrived at after
charging:

Depreciation of owned tangible fixed assets:                  4,154      5,697
Auditors remuneration :-
Audit fees (Company £16,000 (2006 £nil))                     36,000     32,650
Other services (Company £16,803 (2006 £nil))                 41,803     23,507
Exchange (gain) / loss                                      (41,112)     8,595
Operating lease rentals of land and buildings               117,975    117,975
                                                           =========  =========


In addition the auditors were also paid £85,000 during the year (2006 £nil) with
regard to services provided in placing the shares of the company to the
Alternative Investment Market. This cost was capitalised against the share
premium account for the new shares issued.

6. TAXATION                                                 2007          2006
                                                            ----          ----
                                                               £             £
The charge for tax comprises:

UK corporation tax for the year                      £         -   £         -
                                                     ===========   ===========

Factors affecting the charge for the year
Profit on ordinary activities before
tax                                                  £    20,221   £    3,514
                                                     ===========   ===========

Tax at 30% on profit on ordinary
activities                                              6,063            1,054
Effects of:
Expenses not deductible for tax
purposes                                               66,608           49,404
Non taxable income                                   (167,447)  (65, 274)
Capital allowances in excess of
depreciation                                             (155)              (8)
Other effects:
Unutilised tax losses carried
forward                                                94,931           39,567
Utilisation of tax losses during the
period                                                      -         (472,374)
Net chargeable gains                                        -          550,995
Provisions against investments not
allowable for tax                                           -           46,800
Non-taxable income (dividends
received)                                                   -         (150,164)
                                                      --------      ----------
Tax charge for the year                               £     -       £        -
                                                      ========      ==========


7. DIVIDENDS                                           2007               2006
                                                       ----               ----
                                                          £                  £
Ordinary dividends

Interim dividend paid on:

'A' Ordinary shares                                         -           68,948
                                                      --------       ---------

                                                       £ -            £ 68,948
                                                      ========       =========



8. PROFIT PER ORDINARY SHARE


The calculation of profit per share is based on the following profits and
numbers of shares:

                                                          2007            2007
                                                        Profit        Per share
                                                           £               p

Profit
Profit after taxation                                   20,221            0.07p
                                                      =========

                                                       Number
Shares
Weighted average number of shares
basic and diluted                                   29,286,143
                                                    ===========



Due to the capital restructuring that occurred prior to the Group's admission
onto AIM it has been considered that the use of 2006 comparative data would not
prove meaningful.



9. TANGIBLE FIXED ASSETS                                         Furniture &
                                                                 Equipment
Group                                                                £

Cost
At 1st February 2006                                                  97,925
Additions                                                                957
                                                                      ------
At 31st January 2007                                                  98,882
                                                                      ------
Depreciation
At 1st February 2006                                                  89,789
Charge for the year                                                    4,154
                                                                      ------

At 31st January 2007                                                  93,943
                                                                      ------

Net book value
At 31st January 2007                                                 £ 4,939
                                                                     -------

At 31st January 2006                                                 £ 8,136
                                                                     -------



10. FIXED ASSET INVESTMENTS

Group investments:
------------------
                                                                         Total
                                                                         -----
                                                                           £
At valuation
At 1st February 2006                                                27,700,000
Additions                                                            3,969,233
Movement in valuation                                                6,114,767
                                                                   -----------
At 31st January 2007                                               £37,784,000
                                                                   ===========

At cost
At 1st February 2006                                                 8,490,701
Additions                                                            3,969,233
                                                                   -----------
At 31st January 2007                                               £12,459,934
                                                                   ===========

The Group received $681,000 (£381,709) as part of the funds withheld in escrow
on the sale of Carpenter Moore Insurance Services Inc ('CMIS') in October 2005.
Originally $484,000 of the Group's proceeds had been withheld to ensure that a
minimum level of working capital was achieved. However, on completion of CMIS'
audited accounts to 30th September 2005 there was a surplus which generated a
further profit for the Group of £109,799 (2006: £183,346). Also included in
profit on disposal of fixed asset investments is £4,904 (2006: £390,970) which
relates to income received from investments written off in prior years and the
reversal of an impairment provision.


The investee companies, which are registered in England except Summa Insurance
Brokerage S.L. (Spain), Preferred Asset Management Ltd (Jersey) and New Horizons
Ltd (Isle of Man), are as follows:-

              %        Date        Aggregate     Post Tax
              holding
              Of share information capital and   Profit/
                                                 (loss)
Name of       capital  Available   Reserves      for the year Principal activity
company                to
                                             £            £

Berkeley
Insurance      19.90    31.10.06        80,000       34,000   Insurance holding
                                                              company
(Holdings)
Limited

Besso
Holdings       23.55    31.12.05     8,041,671      141,461   Investment holding
Limited
                                                              company

HQB Partners
Limited        28.00    31.12.06       304,570      302,484   Investor relations
                                                              consultants

Hyperion
Insurance      27.89    30.09.06    11,318,000    2,946,000   Insurance holding
                                                              company
Group Limited

Paterson
Martin         22.50    31.12.06       504,113      110,016   Actuarial
Limited                                                       insurance/
                                                              reinsurance
                                                              consultants

Portfolio
Design Group   20.00    31.12.06     5,228,504    1,672,080   Fund managers of
International                                                 traded endowment
Limited                                                       policies
                                                              

Morex
Commercial     20.00    31.07.06      (493,864)     788,943   Trading in
Ltd
                                                              secondary life
                                                              policies

Preferred      20.00    30.09.06       267,753       72,672   Fund management
Asset                                                         company
Management
Ltd

New Horizons
Ltd            20.00    31.12.04           654   Nil          Investment holding
                                                              company
(formerly
Surrenda-Link
Nominees Ltd)

Principal
Investment     19.00    31.12.06     5,394,000    1,435,000   Fund management
                                                              company
Holdings
Limited

Public Risk
Management     44.00    31.12.06      (277,057)       3,943   Public sector risk
                                                              management
                                                              consultants
Limited

Summa
Insurance
Brokerage,
S.L.           35.00    31.12.05       385,361     (126,648)  Consolidator of
                                                              regional insurance
                                                              brokers


Under FRS 25 the Paterson Martin Limited accounts have included the company's
22.5% interest as a long-term creditor. As this is in reality an equity
investment the aggregate capital and reserves shown have therefore been adjusted
to include this as equity and therefore part of the total shareholders' funds.


Under FRS 25 the HQB Consulting Limited accounts have included the company's 28%
interest as a long-term creditor. As this is in reality an equity investment the
aggregate capital and reserves shown have therefore been adjusted to include
this as equity and the profit has been adjusted by the dividend paid out.


Under FRS 25 the Hyperion Insurance Group Limited accounts have included their
Preferred Ordinary Shares as a long-term creditor. As this is in reality equity
the aggregate capital and reserves shown have therefore been increased by
£4,125,000 to include this as equity and the profit has been increased by
£200,000 which relates to the dividend paid out.

                                                 Shares in
Company investments:                             Group
                                                 Undertakings
                                                                             £
At valuation
At 1st February 2006                                                         -
Additions                                                            2,364,928
Movement in valuation                                               35,468,604
                                                                  ------------

At 31st January 2007                                               £37,833,532
                                                                  ============

At cost
At 1st February 2006                                                         -
Additions                                                            2,364,928
                                                                  ------------
At 31st January 2007                                               £ 2,364,928
                                                                  ============

Shares in group undertakings

The details and results of group undertakings, which are registered in England
are as follows:

                                           Aggregate      Profit/
                                                          (loss)
                                       %   capital and    for the
                                 Holding   reserves at    year to
                                 of share  31st January   31st
                                                          January    Principal
Name of company                  Capital           2007       2007   activity
---------------                  -------           ----       ----   --------
                                                      £          £     

B.P. Marsh &                         100     37,559,680    (135,220)Consulting
Company Limited                                                     services and
                                                                    investment
                                                                    holding 
                                                                    company


Marsh Insurance                      100    20,576,536     154,731  Investment
Holdings Limited                                                    holding 
                                                                    company
B.P. Marsh &
Co. Trustee                          100         1,000           -  Dormant
Company Limited

Marsh
Development                          100             1           -  Dormant
Capital Limited



11. DEBTORS                            Group                         Company
                                       -----                         -------
                                  2007         2006               2007    2006
                                  ----         ----               ----    ----
                                     £            £                  £       £
Due within one year
Trade debtors                  188,786      245,092                  -       -
Loans to
investee
companies                      250,000    2,510,000                  -       -
Other debtors                  410,222      302,388                  -       1
Prepayments
and accrued
income                         207,113      355,935                  -       -
                            -----------  -----------      ------------ -------
                            £ 1,056,121  £ 3,413,415      £          - £     1
                            ===========  ===========      ============ =======

Due after one year
Loans to
investee
companies                    3,091,034    2,805,000         10,154,796       -
Other debtors                        -      425,955                  -       -
                            -----------  -----------       ----------- -------
                            £ 3,091,034  £ 3,230,955       £10,154,796 £     -
                            ===========  ===========       =========== =======



Included within trade debtors, £129,351 (2006: £186,317) is owed by the Group's
participating interests.

Of this total £nil (2006: £nil) is owed by the company's participating
interests.


On 23rd February 2006 £1,429,661 of the £1,500,000 loan owed within one year by
Hyperion Insurance Group Limited was converted into 5,277 Ordinary shares of £1
each and 4,662 preferred cumulative shares of £1 each in Hyperion Insurance
Group Limited. The remainder of the balance was repaid to the company.


On 21st March 2006 the £600,000 loan owed within one year by Besso Holdings
Limited was converted into 600,000 redeemable preference shares of £1 each.



12. CREDITORS                              Group                    Company
                                      2007          2006         2007    2006
                                         £             £            £       £
Due within one year
Trade creditors                     67,564        40,388            -       -
Corporation Tax                    345,504       429,040            -       -
Other taxation
& social
security costs                      63,368        58,639            -       -
Other loans                        332,314       332,314            -       -
Other creditors                         12            12            -       -
Accruals and
deferred
income                             400,566       872,641            -       -
                               -----------   -----------     -------- -------
                               £ 1,209,328   £ 1,733,034     £      - £     -
                               ===========   ===========     ======== =======



                                            Group                   Company
                                     2007            2006         2007    2006
                                        £               £            £       £
Due after one year
Other loans                             -       2,500,000            -       -
                                  -------       ---------     -------- -------
                                  £     -     £ 2,500,000     £      - £     -
                                  =======     ===========     ======== =======



The other loan due within one year is an amount which is unsecured, interest
free and repayable on the finalisation of the liquidation of Whitmor Holdings
Limited (formerly Glenvaal Dewar Rand Limited).


The other loan due after one year in 2006 related to amounts lent to the company
by Mr B.P. Marsh as part of a £3,000,000 facility, and was secured on the assets
of the company. The loan accrued interest at a rate of 2% above the UK base
rate, and was repayable in full by June 2009. Interest was payable on a
quarterly basis. On 8th February 2006 the £2,500,000 loan drawn down was repaid
in full following the Group's admission to AIM and this loan was replaced with a
new £3,000,000 facility. This new facility is on the same interest and repayment
terms but also has a charge of 1% p.a. on any undrawn amount.

13. CALLED UP SHARE CAPITAL                              2007             2006
                                                            £                £
Authorised
50,000,000 Ordinary shares of 10p each
(2006: 50,000,000)                                  5,000,000        5,000,000
                                                  -----------      -----------
                                                  £ 5,000,000      £ 5,000,000
                                                  ===========      ===========
Allotted, called up and fully paid
29,286,143 Ordinary shares of 10p each
(2006: 10)                                          2,928,614                1
                                                  -----------      -----------
                                                  £ 2,928,614      £         1
                                                  ===========      ===========


ISSUE OF SHARE CAPITAL


On incorporation on 13th January 2006 50,000,000 10p Ordinary shares were
authorised and 10 10p Ordinary shares were issued.


On 1st February 2006 731 10p deferred shares of B.P. Marsh & Company Limited
were issued.


On 1st February 2006 21,428,990 10p Ordinary shares were issued. The total
issued shares of 21,429,000 10p Ordinary shares were then used in a
share-for-share exchange with B.P. Marsh & Company Limited (see Note 1) whereby
the shareholders of B.P. Marsh & Company Limited became the shareholders of B.P.
Marsh & Partners Plc.


On 2nd February 2006 7,857,143 10p Ordinary shares were issued as the company
admitted its shares for trading on the Alternative Investment Market ('AIM').



14. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

Group                       Shares     Share                        Capital    Reverse     Profit
              Share         to be      premium       Revaluation    redemption acquisition and loss
              capital       Issued     Account       reserve        reserve    reserve     account          Total
                      £          £             £              £        £           £             £             £
 
At 1st
February       2,519,553          -        16,584     19,209,299       10           -     9,457,922     31,203,368
2006

Profit for             -          -             -              -        -           -        20,221         20,221
the year

Issue of       2,928,621          -    10,214,286              -        -           -             -     13,142,907
shares

Shares to              -    222,028             -              -        -           -             -        222,028
be
issued

Acquisition   (2,519,560)         -       (16,584)             -      (10)    393,253             -     (2,142,901)
of
subsidiary
undertaking

Placement              -          -      (844,704)             -        -           -             -       (844,704)
costs

Surplus on             -          -             -      6,114,767        -           -             -      6,114,767
revaluation
of
investments                                                                                                          
              ----------   ---------   ----------    -----------   -------    --------    ----------    -----------
At 31st
January       £2,928,614   £ 222,028   £9,369,582    £25,324,066   £     -    £393,253    £9,478,143    £47,715,686
2007          ==========   =========   ==========    ===========   =======    ========    ==========    ===========



Company
                                             Share                   Profit
                  Share    Shares to       premium    Revaluation    and
                                                                     loss
                 capital   be issued       account        reserve    account          Total
                      £           £             £              £          £               £

At 1st
February              1           -             -              -          -               1
2006

Profit for
the                   -           -             -              -        710             710
year    

Issue of      2,928,613           -    10,214,286              -          -     1 3,142,899
shares

Placement             -           -      (844,704)             -          -       (844,704)
costs

Shares to
be
issued
(share                -     222,028             -              -          -        222,028
based
payments)

Surplus on
revaluation
of                    -           -             -     35,468,604          -      35,468,604
investments
             ----------    --------    ----------    -----------  ---------     -----------
At 31st
January      £2,928,614    £222,028    £9,369,582    £35,468,604  £     710     £47,989,538
2007         ==========    ========    ==========    ===========  =========     ===========


15. RECONCILIATION OF OPERATING LOSS

TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
                                                           2007           2006
                                                              £              £

Operating loss                                         (186,450)      (293,316)
Depreciation charges                                      4,154          5,697
Decrease/(increase) in trade debtors, prepayments
and other debtors                                       212,735       (288,031)
(Decrease)/increase in creditors                       (440,172)       238,069
Foreign exchange gain provision on profit on sale
of investments                                          (44,931)         7,930
and a reduction in foreign tax liability             -----------    -----------
Net cash outflow from operating activities           £ (454,664)    £ (329,651)
                                                     ===========    ===========


16. RETURNS ON INVESTMENT AND SERVICING OF FINANCE
                                                  2007                    2006
                                                     £                       £

Interest received                              346,537                  32,551
Interest paid                                  (32,541)                (78,014)
                                             ----------              ----------
                                             £ 313,996               £ (45,463)
                                             ==========              ==========

17. CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT            2007          2006
                                                               £             £

Purchase of tangible fixed assets                           (957)       (3,770)
Purchase of investments                               (3,969,233)     (271,378)
Proceeds on sale of investments                          386,613     1,864,603
Repayment / (payment) of loans from / (to)
investee companies                                     1,973,966    (2,153,336)
                                                     ------------  ------------
                                                     £(1,609,611)   £ (563,881)
                                                     ============   ===========



18. FINANCING                                               2007          2006
                                                               £             £

Cash proceeds from share capital issue                11,000,007             -
Placement costs                                         (844,704)            -
Loan (repayments)/advances received in the period     (2,500,000)    1,500,000
                                                   --------------  -----------
                                                     £ 7,655,303   £ 1,500,000
                                                   ==============  ===========


19. ANALYSIS OF CHANGES IN NET FUNDS

                                           At 1st         Cash           At 31st
                                           February 2006  Flows     January 2007
                                             £            £            £ 
Cash at bank and in hand                     1,083,896    5,905,024    6,988,920
                                           ------------  ----------    ---------
Debt due within one year                      (332,314)           -    (332,314)

Debt due after one year                     (2,500,000)   2,500,000            -
                                           ------------  ----------- -----------
                                           £(1,748,418)  £ 8,405,024 £ 6,656,606
                                           ============  =========== ===========




20. OPERATING LEASE COMMITMENT


The group and company is committed to making the following annual payments under
non-cancellable operating leases in the year to 31st January 2007:-

                                                 2007             2006
                                               Land and         Land and
                                               buildings        buildings
                                                  £                £
Operating leases which expire:
Within two to five years                       £ 117,975        £ 117,975
                                               =========        =========




21. LOAN COMMITMENTS


On 31st January 2005 the Group entered into an agreement to provide a loan
facility of €1,500,000 to Summa Insurance Brokerage S.L, an associated company
and a company incorporated in Spain. On 29th January 2007 this was increased to
€2,000,000. As at 31st January 2007 €400,000 of this facility had been drawn
down with the remainder being drawn down on 19th February 2007.


On 15th April 2004 the Group entered into an agreement to provide a loan
facility of £300,000 to Paterson Martin Limited, an associated company. On 22nd
January 2007 £200,000 of this facility was drawn down.


On 7th February 2005 the Group entered into an agreement to provide a loan
facility of £140,000 to HQB Partners Limited, an associated company. As at 31st
January 2007 £80,000 of this facility had been drawn down.



22. CONTINGENT LIABILITIES


The directors estimate that, if the Group were to dispose of all its investments
at the amount stated in the Balance Sheet, £7,110,057 (2006: £5,490,909) of tax
on capital gains would become payable by the Group at the current corporation
tax rate of 30%. No account has been made of the proposal to reduce this rate to
28% from April 2008. Of this total contingent liability the directors estimate
that the company's liability is £nil (2006: £nil).


The Group has entered into long-term incentive arrangements with certain
employees. Provided the employees remain in employment with the Group as at 1st
November 2010 the Group has agreed to pay bonuses totaling £450,000 + Employers'
National Insurance. £50,000 of this is currently funded through an Employee
Benefit Trust.



23. SHARE BASED PAYMENT ARRANGEMENTS


During the year ended 31 January 2007, B.P. Marsh & Partners Plc entered into a
share-based payment arrangement with certain employees and advisors. The details
of the arrangements are described in the following table:

Nature of the arrangement  Share options    Share options       Share appreciation rights
                           granted to       granted to
                           advisors         advisors
Date of grant              2 February 2006  9 February 2006     19 April 2006

Number or
instruments granted        17,857           17,857              4,392,921
Exercise price (pence)     140.00           140.00              140.00
Share price at             150.50           150.50              150.50
grant (pence)
Vesting period             5                5                  Units vest 10 days after results to 31/
(years)                                                        01/09 reported, i.e. approx 3 years

Vesting conditions         None             None               50% vest if IRR over exercise price
                                                               exceeds 5% and 100% vest if IRR exceeds
                                                               8% after 3 years. Between 5% and 8% it
                                                               is pro-rata.

Option Life (years)        5                5                  3.34
Expected volatility        15%              15%                15%
Risk free rate             4.2%             4.15%              4.52%
Expected dividends
expressed as a
dividend yield             0%               0%                 0%
Settlement                 Shares           Shares             Shares
% expected to
vest (based  
upon leavers)              100%             100%               80%
Number expected to
vest                       17,857           17,857             3,514,337
Fair value per granted
instrument (pence)         41.90            41.20              23.50
Charge for year ending
31 January 2007 (£)        £7,482           £7,357             £207,189
Valuation model            Black-Scholes    Black-Scholes      Trinomial


The company admitted its shares for trading on AIM on 2nd February 2006 and
consequently, at the date of valuation of the options, little historical price
data existed. As a consequence the volatilities of quoted companies that the
directors considered to be the most comparable to the Group were used to
determine the Group's expected volatility over the life of the options.


The risk free rates are based on the yield on UK Government Gilts of a term
consistent with the assumed option life.


No options were exercised during the year. 878,583 share appreciation rights
representing 20% of the available units were granted during the year but
forfeited before 31st January 2007. The expected number of units to vest has
therefore been adjusted accordingly with no further expectation of forfeiture
over the remaining life of the option.



24. FINANCIAL INSTRUMENTS


The Group's financial instruments comprise loans to participating interests,
cash and liquid resources and various other items, such as trade debtors, trade
creditors and other debtors and creditors. These arise directly from the Group's
operations.


The Group has not entered into derivatives transactions.


It is, and has been throughout the period under review, the Group's policy that
no trading in financial instruments shall be undertaken.


The main risks arising from the Group's financial instruments are price risk,
credit risk, liquidity risk, interest rate cash flow risk and currency risk. The
Board reviews and agrees policies for managing each of these risks and they are
summarized in the director's report under 'Financial Risk Management'.


The numerical disclosures in this note deal with financial assets and financial
liabilities as defined in Financial Reporting Standard 13 'Derivatives and Other
Financial Instruments' (FRS 13'). Certain financial assets such as investments
in subsidiary undertakings are excluded from the scope of these disclosures.


As permitted by FRS 13, short term debtors and creditors have been excluded from
the disclosures, other than the currency disclosures.


Interest Rate Profile

The Group has cash balances of £6,988,920 (2006: £1,083,896), which are part of
the financing arrangements of the company. The cash balances comprise bank
current accounts and deposits placed at investment rates of interest, which
ranged between 3.7% p.a. and between 5.1% p.a. in the period (2006: ranged
between 2.9 % p.a. and 4% p.a.). Maturity periods ranged between immediate
access and 7 days (both years).


Currency hedging

During the period, the Group did not engage in any form of currency hedging
transaction (2006: none).


Financial liabilities

The company had no borrowings during the period (2006: £2,500,000).


Fair values

All the financial assets and liabilities at 31 January 2007 were revalued where
the directors consider they are materially different from their book values.



25. RELATED PARTY DISCLOSURES


The following loans owed by the associated companies of the Company and its
subsidiaries were outstanding at the year end:

                                                      2007               2006
                                                         £                  £

Besso Holdings Ltd                                       -            600,000
HQB Partners Ltd                                    80,000             80,000
Hyperion Insurance Group Ltd                     2,350,000          3,850,000
Jump Group Ltd                                           -          1,400,000
Paterson Martin Ltd                                200,000                  -
Public Risk Management Ltd                         445,500            375,000
Summa Insurance Brokerage S.L                      265,534                  -


Income receivable, consisting of consultancy fees and interest on loans credited
to the profit and loss account in respect of the associated companies of the
Company and its subsidiaries for the year were as follows:

                                                           2007           2006
                                                              £              £

Berkeley (Insurance) Holdings Ltd                        13,311         12,928
Besso Holdings Ltd                                      367,441        134,990
Carpenter Moore Group, inc.                                   -        329,810
HQB Partners Limited                                     27,144         25,443
Hyperion Insurance Group Ltd                            457,787        504,259
Jump Group Ltd                                            3,603              -
Oakbridge Insurance Services LLC                         41,735              -
Paterson Martin Limited                                  42,254         43,614
Portfolio Design Group International Ltd                 25,000         41,952
Principal Investment Holdings Ltd                        52,296         51,033
Public Risk Management Ltd                               57,493         55,355
Summa Insurance Brokerage S.L                            76,069         54,777


In addition the Group made management charges to Marsh Christian Trust of
£36,000 (2006: £46,000). Mr B.P. Marsh, the Chairman and majority shareholder of
the Company, is also the Trustee and Settlor of Marsh Christian Trust.


As at 31st January 2007 the Group owed £nil (2006: £2,500,000) to Mr B.P. Marsh,
who is the Chairman and majority shareholder of the company. On 8th February
2006 the £2,500,000 loan drawn down was repaid in full following the Group's
admission to AIM and this loan was replaced with a new £3,000,000 facility. This
new facility is on the same interest and repayment terms but also has a charge
of 1% p.a. on any undrawn amount. Interest (including any undrawn rate) paid to
him during the period amounted to £32,541 (2006: £78,014).


All the above transactions were conducted on an arms length basis.



26. DIRECTOR'S INTEREST IN CONTRACTS


S.S. Clarke is entitled to a maximum of 20% of any gain, after deducting
expenses and following the repayment of all loans, the redemption of all
preference shares, loan stock and equivalent finance provided by the company, on
the sale of certain agreed investments of the company and its subsidiaries.


No amounts were paid under this contract during the year (2006: £nil).


The valuations of these certain agreed investments of the company and its
subsidiaries have been reduced by the respective entitlements to S.S. Clarke.



27. POST BALANCE SHEET EVENTS


On 19th February 2007 the Group lent a further €1.6m (£1,082,764) to Summa
Insurance Brokerage S.L. being the remainder of a €2m loan facility provided.
For further information please see Note 21.


On 5th March 2007 the Group acquired a 25% shareholding in JMD Specialist
Insurance Services Group Limited for £600,000. In addition a £250,000 loan
facility was provided, although this has not been drawn down to date.


On 10th April 2007 the Group acquired a 22.5% shareholding in LEBC Holdings
Limited for an initial consideration of £1,783,250 with a potential further
payment of up to £182,250 based upon their subsidiary company's audited 31st May
2007 accounts.


On 18th May 2007 the Group took up its pro-rata proportion of a £5.5m rights
issue in Hyperion Insurance Group Limited at a cost of £1,546,144 and thereby
retaining its 27.89% shareholding in the company.



Notice


The financial information set out above does not constitute B.P. Marsh &
Partners Plc's statutory accounts for the year to 31 January 2007 but is derived
from those accounts. The statutory accounts for the year to 31 January 2007 have
not yet been delivered to the Registrar of Companies. The auditors have reported
on those accounts and have given the following opinion :-


   •the financial statements give a true and fair view, in accordance with
    United Kingdom Generally Accepted Accounting Practice, of the state of the
    affairs of the company and the Group as at 31st January 2007 and the profit
    and cash flows of the Group for the year then ended; and


   •the financial statements have been properly prepared in accordance with
    the Companies Act 1985.



Approval


The financial statements were approved by the Board of Directors on 4 June 2007
for release on 6 June 2007.



                                Analyst Briefing


An analyst briefing given by Brian Marsh OBE, Executive Chairman, Francis de
Zulueta, Director of New Business Development and Jonathan Newman, Finance
Director, will be held at 09:30 am on Wednesday 6 June 2007 at Redleaf
Communications Ltd, 9-13 St Andrew Street, London EC4A 3AF.



For further information:


B.P. Marsh & Partners Plc                 www.bpmarsh.co.uk
Brian Marsh OBE                           +44 (0)20 7730 2626


Nominated Adviser
Nabarro Wells & Co. Limited
David Nabarro/Marc Cramsie                +44(0) 20 7710 7400


Redleaf Communications (PR to BP Marsh)
Emma Kane/Tom Newman                      +44 (0)20 7822 0200


-ends-



Notes to Editors:


About B.P. Marsh & Partners Plc


B.P. Marsh's current portfolio contains eleven companies. More detailed
descriptions of the portfolio can be found at www.bpmarsh.co.uk.


Over the past 17 years, the Company has assembled a management team with
considerable experience both in the financial services sector and in managing
private equity investments. Many of the directors have worked with each other in
previous roles, and all have worked with each other for at least five years.


Prior to Brian Marsh's involvement in the Company, he spent many years in
insurance broking and underwriting in Lloyd's as well as the London and overseas
market. He has over 30 years' experience in building, buying and selling
financial services businesses, particularly in the insurance sector.


Managing Director, Natasha Dunbar, has over 10 years' experience in the
financial services industry. Having joined the Company in 1994 she was made
managing director in March 2002. Natasha is responsible for the day to day
running of all operational aspects of the business and works closely with Brian
Marsh in defining the strategic development of the Company.


Francis de Zulueta is the Company's Development Director. With a wide-ranging
knowledge of the financial services market, he seeks out, researches and
evaluates potential new investments for B.P. Marsh. Following a 23-year broking
career with Willis Faber and Aon, among others, he took an active interest in
the mergers, acquisitions and venture capital business of Marsh McLennan.


Jonathan Newman is the Group Director of Finance and has 9 years' experience in
the financial services industry. Jonathan advises investee companies through
several non-executive board appointments and evaluates new investment
opportunities.





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