Final Results for the Year to 31 January 2026
Summary by AI BETAClose X
27 May 2026
B.P. Marsh & Partners Plc
("B.P. Marsh", "the Company" or "the Group")
Final Results for the Year ended 31 January 2026
Continued strong performance; well positioned for future growth
B.P. Marsh & Partners Plc (AIM: BPM), the specialist private equity investor in early-stage financial services businesses, announces its audited final results for the year ended 31 January 2026 and changes to the composition of the Board.
Highlights:
· Net Asset Value ("NAV") growth of £33.8m (10.3%) to £360.2m (2025: £326.4m)
· Total shareholder return of £41.7m (12.8%)
· £8.0m of dividends (21.64p per share) paid in the year ended 31 January 2026 (2025: £4.0m)
· £13.0m of dividends (36.29p per share) paid or proposed in the year to 31 January 2027
· £7.0m of dividends (19.54p per share) intended to be paid in the year to 31 January 2028
· Consolidated profit before tax of £49.0m (2025: £104.7m)
· Undiluted NAV per share increased to 1009.9p (2025: 890.0p) and fully diluted NAV per share increased to 959.8p (2025: 847.3p)
· Two disposals totalling £30.7m: Stewart Specialty Risk Underwriting Limited and Sterling Insurance Pty Limited
· Eight new equity investments completed; two new equity investments post year-end
· Brian Marsh transitions from Non-Executive Chairman to Founder and Life President
· Rebecca Shelley is appointed Non-Executive Chair of the Board of B.P. Marsh
· Barrie Cornes is appointed as an Independent Non-Executive Director
Investor presentation:
The Company will host a presentation for all existing and potential shareholders via the Investor Meet Company platform on 27 May 2026 at 11:00am BST. Investors can submit questions pre-event via their Investor Meet Company dashboard up until 09:00am today or at any time during the live presentation. Investors can sign up to Investor Meet Company and add to meet B.P. Marsh via:
https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor.
Investors who already follow B.P. Marsh on the Investor Meet Company platform will automatically be invited.
For further information on B.P. Marsh, its strategy and current portfolio, please visit www.bpmarsh.co.uk or contact:
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B.P. Marsh & Partners Plc Daniel Topping / Alice Foulk
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+44 (0)20 7233 3112 |
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Nominated Adviser & Joint Corporate Broker: Singer Capital Markets Advisory LLP Charles Leigh-Pemberton / Peter Steel / James Todd
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+44 (0)20 7496 3000 |
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Joint Corporate Broker: Investec Bank plc Christopher Baird / Maria Gomez de Olea
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+44 (0)20 7597 5970 |
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Financial PR & Investor Relations: Tavistock Simon Hudson / Katie Hopkins / Kuba Stawiski |
+44 (0)20 7920 3150 |
About B.P. Marsh
B.P. Marsh & Partners Plc (AIM: BPM) is a specialist investor in early stage and small to medium-sized financial services intermediary businesses, with a particular focus on the insurance sector. Bridging the gap to traditional private equity funding rounds, B.P. Marsh takes a typical initial equity stake of up to £5m, often complemented by loans, and is able to tailor its investment model to each opportunity. Taking a long-term view of its investments, with an average holding period of around seven years, the Group supplies strategic insight and capital while empowering entrepreneurial management teams to grow their businesses.
The B.P. Marsh portfolio is diversified by geography and class of business, spanning insurance brokers, underwriting agencies and financial advisers in the UK, Europe, North America and other international markets. For further information, including details of the current portfolio and recent exits, please visit: www.bpmarsh.co.uk.
Statement by the Founder and Life President:
"This announcement marks a significant moment in the history of B.P. Marsh & Partners Plc. On 26 May 2026, I stepped down from the Board, having served as Executive Chairman from the Company's foundation in 1990 until 1 December 2025, and as Non-Executive Chairman thereafter. I am proud and honoured to continue my association with the Group as Founder and Life President.
When I founded B.P. Marsh my belief was simple: that patient, partnership-led investment alongside talented entrepreneurial management teams could create exceptional long-term value. More than three decades on, with Net Asset Value having grown to £360.2m and a portfolio spanning international insurance and financial services markets, I believe that philosophy continues to be valid.
The year ended 31 January 2026 was another period of strong progress for the Group, with NAV increasing by 10.3%, and total shareholder return of £41.7m (12.8%).
What gives me greatest pride, however, is not simply the financial performance, but the culture and reputation that the business has built over many years, one based on integrity, long-term thinking and genuine partnership. I am enormously grateful to the team, my fellow Directors, our employees and all of our portfolio company partners for their continued hard work, commitment and stewardship of the business.
Alongside the growth of the Group, I am also proud of the work of the Marsh Charitable Trust, established in 1981, which today supports more than 540 organisations across the United Kingdom. Supporting the communities and sectors that shaped my career has always been deeply important to me.
Finally, I would like to thank our shareholders for the trust and support they have shown B.P. Marsh over so many years. The Group is exceptionally well positioned for the future, and I look forward to working with the team in my role going forward continuing the success in the years ahead."
Brian Marsh OBE
Founder & Life President
27 May 2026
Statement by the Non-Executive Chair of the Board
I am delighted to have been appointed Non-Executive Chair of B.P. Marsh & Partners plc on 26 May 2026, following Brian Marsh's transition to his new role as Founder and Life President. Whilst I was not in post during the financial year under review, it is clear from the results and activity outlined throughout this announcement that the Group enters this new chapter from a position of considerable strength. The results reflect another year of strong growth and shareholder returns.
The Group has a strong balance sheet, a healthy pipeline of opportunities and an experienced management team under the leadership of Daniel Topping as Chief Executive Officer. I look forward to working closely with the Board and executive team as the Group continues its next phase of development.
I would also like to recognise Brian Marsh's exceptional contribution to the business and thank him for the strong foundations, culture and investment philosophy he created as his enduring legacy to the Group.
Finally, I would like to thank our shareholders for their continued support and confidence in B.P. Marsh.
Rebecca Shelley
Non-Executive Chair
27 May 2026
Chief Executive Officer Statement
The Group has delivered another year of strong strategic and financial progress, continuing to demonstrate the resilience and scalability of B.P. Marsh's long-term partnership-led investment model.
For the year ended 31 January 2026, the valuation of the equity portfolio increased by 21.4%, adjusting for investments and realisations, while Net Asset Value increased by 10.3%. This performance was achieved alongside significant portfolio activity, including two realisations, eight new investments, multiple follow-on investments into existing high-performing portfolio companies and continued shareholder distributions through dividends and share buy-backs.
The year was characterised by disciplined capital allocation and the continued expansion of the Group's international specialty finance and insurance distribution portfolio. B.P. Marsh increased exposure to several of its strongest-performing investments, including Pantheon, XPT and ATC, whilst also deploying capital into a new generation of high-growth insurance intermediaries, underwriting agencies and complementary financial services businesses. Many of these investments were established alongside experienced management teams with proven sector expertise and, in several cases, leading institutional co-investors.
The Group's portfolio companies now collectively generate in excess of £2.3bn of insurance premium globally, reflecting the scale and maturity of the underlying platform that has been built over recent years. The portfolio remains diversified across brokers, underwriting agencies and specialist insurance services businesses operating across the UK, North America, Australia, Europe and Asia.
Alongside continued investment activity, the Group completed two realisations during the year. Most notably, the disposal of Stewart Specialty Risk Underwriting Limited to Ryan Specialty generated proceeds of £28.3m and an IRR of 89.9%, further evidencing the Group's ability to identify and support high-quality entrepreneurial businesses and realise value over time. The Group also completed the disposal of Sterling Insurance Pty Limited into ATC, increasing its strategic shareholding in one of Australia's leading independent underwriting agencies.
The Board continued to focus on shareholder returns and disciplined balance sheet management throughout the year. In aggregate, the Group has paid and/or proposed approximately £28.0m of dividends across the financial years 31 January 2026, 2027 and 2028, alongside continued share buy-backs aimed at enhancing shareholder value and managing the discount to NAV.
Whilst commercial insurance pricing softened across certain markets during the year, the Board believes the Group's portfolio remains comparatively well insulated from broader market cycles. A significant proportion of the Group's investments are early-stage or recently established businesses focused predominantly on generating new business opportunities, rather than relying heavily on the renewal of historically priced insurance portfolios. As a result, many portfolio companies are driven more by entrepreneurial growth, talent acquisition, product development and market share expansion than by prevailing premium rate conditions alone. In addition, the Group's focus on specialist and niche sectors, together with the fee and commission-based nature of many portfolio companies, continues to provide resilience against wider rating pressure across the insurance market.
The Group also continues to benefit from long-term structural trends within the insurance sector, including ongoing market consolidation, demand for specialist expertise and increasing entrepreneurial activity within niche markets.
The Group's performance over the long term continues to demonstrate the strength and consistency of B.P. Marsh's specialist investment model. Since flotation, NAV has increased from approximately £40.6m to £360.2m as at 31 January 2026, representing an 11.0% compound annual growth rate over the period, whilst NAV per share growth has significantly outperformed relevant AIM benchmarks over the long term.
Importantly, the Group has also demonstrated an increasing ability to translate portfolio growth into substantial realised cash returns. Over the last five years, the Group has completed a number of highly successful disposals, including Kentro Capital, CBC, Lilley Plummer Risks, Sterling Insurance and Stewart Specialty Risk Underwriting. Across the Group's highlighted realisations during this period, aggregate investment proceeds totalled approximately £178.9m from aggregate invested capital of £20.6m, representing an aggregate money multiple of 8.7x. These exits have generated significant realised profits and cash proceeds for the Group, supporting both reinvestment into new opportunities and meaningful shareholder distributions.
The Board believes this long-term track record reflects the enduring strength of the Group's investment philosophy: identifying talented entrepreneurial management teams early, supporting them patiently over the long term and realising value at scale when appropriate opportunities arise. This philosophy was established by Brian Marsh over more than three decades and remains embedded at the core of the Group today.
Brian began his career in insurance broking and underwriting at Lloyd's of London in the early 1960s. Over more than sixty years in the market, he built an unparalleled understanding of the insurance sector; how businesses are conceived, how they grow, and how genuine value is created through partnership rather than simply through capital. From 1979 to 1990, he served as Chairman of Nelson Hurst & Marsh (Holdings) Ltd, before founding B.P. Marsh & Partners in 1990 with a starting capital of £2.5m and a clear, long-term philosophy that has never wavered.
For 35 years, Brian served as Executive Chairman of the Company he built, guiding it from a private vehicle to an AIM-listed firm with a NAV exceeding £350m and a portfolio spanning the globe. The Group has invested in over 60 financial services businesses, building lasting partnerships with management teams, championing entrepreneurialism in insurance, and setting a standard for patient, responsible capital allocation that remains the foundation of everything B.P. Marsh does.
Beyond his business achievements, Brian is the Founder and Chairman of the Marsh Charitable Trust, established in 1981 which now supports over 540 organisations across the United Kingdom. His commitment to giving back to the communities and sectors that shaped him is a reflection of the same values that have always guided his approach to investment: integrity, long-term thinking, and genuine care for the people around him.
In May 2026, Brian stepped back from his governance responsibilities, becoming Founder and Life President. His legacy is not only the Company he founded, but the culture, philosophy and people: a firm that continues to invest in the way he always believed it should.
The Board and the entire team at B.P. Marsh are proud to recognise Brian's exceptional contribution and remain deeply grateful for the foundation he has built and look forward to working with him in his new role.
The Board and management team are also pleased to welcome Rebecca Shelley as Non-Executive Chair of the Company and Independent Non-Executive Director, and Barrie Cornes as an Independent Non-Executive Director.
Rebecca Shelley is an experienced Chair and Senior Independent Director with a strong track record across listed and private companies in financial services, insurance and consumer sectors. She currently serves as Chair of Sabre Insurance Group plc and is Senior Independent Director of Conduit Holdings Limited. Rebecca is also a Senior Independent Director on the board of Liontrust Asset Management PLC and a non-executive Director Hilton Food Group plc, where she chairs the Sustainability and Remuneration Committees. Across her portfolio she has chaired or served on remuneration, audit & risk, nomination and sustainability committees.
Barrie Cornes brings more than 40 years' experience in the insurance sector, having previously served as Managing Director and Head of Research at Panmure Gordon, where he was a leading equity insurance analyst, as well as holding senior investor relations and underwriting roles at Jardine Lloyd Thompson PLC and RSA Insurance Group.
Finally, I would like to thank the entire B.P. Marsh team and all of our portfolio company management teams for their continued hard work, commitment and positivity throughout the year. The progress achieved across the Group reflects the quality of the relationships we have built and the entrepreneurial culture that continues to underpin the business.
The Group entered the new financial year with a strong liquidity position, a healthy pipeline of opportunities and significant momentum across the portfolio. This remains supported by a proven long-term investment model, a diversified international portfolio and substantial available capital. The Board believes the Group is exceptionally well positioned to continue its development and deliver further long-term value growth for shareholders in the years ahead.
Capital allocation - summary
With approximately £29.6m of available cash, as at 26 May 2026, and a strong pipeline, the Group is well positioned to deploy capital selectively and continue its track record of delivering NAV growth and attractive shareholder returns.
Dividend
The Group aims to deliver shareholder value through growth in NAV and sustainable dividends, whilst maintaining sufficient capital for investment.
During the year ended 31 January 2026, the Group paid total dividends of £8.0m, comprising interim, special and final dividends (2025: £4.0m).
For the year ending 31 January 2027, the Group will pay total dividends of £13.0m, comprising a £2.5m interim
dividend (paid in February 2026) a special dividend of £8.0m (paid in March 2026, following the disposal of Stewart Specialty Risk Underwriting Limited) and a proposed final dividend of £2.5m, payable in July 2026.
As announced on 16 April 2026, the Company intends to pay a minimum of £7.0m for the year ending 31 January 2028, comprising an interim and final dividend of £5.0m and a £2.0m special dividend linked to the final deferred consideration from the disposal of Paladin Holdings Limited ("Paladin"), which completed in March 2024.
In aggregate, this represents £28.0m of dividends paid and/or intended across the financial years ending 31 January 2026, 2027, and 2028.
These distributions are aligned with the Group's long-term capital management strategy, balancing shareholder returns with the need to retain liquidity to fund further growth within the portfolio and for future investment opportunities.
Share buy-back
In April 2025, the Company announced a £2.0m share buy-back programme, reinforcing its commitment to managing the discount to NAV. At the General Meeting held on 2 June 2025, shareholders renewed the Company's authority to repurchase up to 10.0% of the issued ordinary share capital and approved a waiver allowing the Brian Marsh Concert Party's holding to increase to a maximum of 42.5% without triggering a mandatory offer.
Under this programme, 277,583 shares were repurchased for £2.0m. Additionally, 769,231 shares were acquired for £5.0m as part of the secondary placing completed in August 2025, through an accelerated bookbuild process. Therefore, the Company has repurchased a total of 1,046,814 Ordinary Shares for a total consideration of £6.9m.
The Board considers share buy-backs to be an important component of the Group's capital allocation strategy, alongside dividends and selective reinvestment, supporting disciplined capital deployment and shareholder returns.
Daniel Topping
Chief Executive Officer
27 May 2026
Portfolio activity
During the financial year ending 31 January 2026, the Group completed two realisations, being:
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· Stewart Specialty Risk Underwriting Limited |
Sold to Ryan Specialty LLC for consideration of £28.3m (IRR: 89.9%). |
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· Sterling Insurance Pty Limited |
Sold to ATC Insurance Solutions Pty Limited, for consideration of £3.1m settled via equity in ATC (IRR: 8.8%). |
These realisations generated strong returns and further demonstrate the Group's ability to identify and support high-quality businesses with capable management teams, delivering value for shareholders and other stakeholders over time.
During the financial year to 31 January 2026, the Group completed eight new investments:
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· Oneglobal Broking Holdings Limited |
London headquartered international retail and wholesale insurance broker. |
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· iO Finance Partners Topco Limited |
UK-based buy-and-build opportunity within the alternative financing market. |
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· Sodalis Capital Limited |
London-based newly formed insurance intermediary group focusing on UK and international underwriting, wholesale broking and related services. |
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· Gambit Risk Finance LLC |
US-based newly formed reinsurance vehicle supporting XPT Group. |
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· Cameron Specialty HoldCo Limited |
London-based underwriting agency specialising in UK property insurance. |
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· Amiga Specialty Holdings Limited
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London-based start-up focused on establishing an international specialty underwriting agency. |
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· XPT Producer Co LLC |
US-based platform established to recruit and incubate specialist producers for XPT Group. |
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· Salus Capital Partners Limited
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UK-based start-up insurance intermediary group specialising in Professional Indemnity insurance. |
During the financial year ending 31 January 2026, the Group completed four follow-on investments:
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· Pantheon Specialty Group Limited |
A further 2.0% equity stake in Pantheon Specialty Group Limited for cash consideration of £5.5m from members of Pantheon's management team, increasing total shareholding to 39.0%. |
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· ATC Insurance Solutions Pty Limited
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A further 1.4% equity stake in ATC for non-cash consideration of AUD 6.5m (c. £3.1m) for the sale of Sterling Insurance Pty Limited, increasing total shareholding to 27.0% |
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· XPT Group LLC |
A further 0.78% equity stake in XPT Group LLC for aggregate cash consideration of US$1.8m (c. £1.3m), from management shareholders increasing total shareholding to 30.4%. |
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· Verve Risk Services Limited |
A further 4.0% equity stake in Verve Risk Services Limited for cash consideration of £76,000, increasing total shareholding to 39.0% |
Post Year-End activity
Since 31 January 2026, the Group has continued its momentum in new investments and portfolio activity.
In March 2026, the Group acquired a 25.0% shareholding in Ventura Risk Partners Holdings Limited, a newly formed energy-focused insurance broker placing into the Lloyd's and wider London insurance markets, and a 30.0% shareholding in Nine Edge Limited, a newly established independent financial advice business.
In April 2026, the Group completed the disposal of its investment in Amiga Specialty Holdings Limited ("Amiga") to Sodalis Capital Limited, also a B.P. Marsh portfolio company. The transaction valued Amiga at an initial £1.8m, with B.P. Marsh receiving approximately £0.7m for its 39.2% shareholding and full repayment of its £1.8m loan. The Group retains a 25.5% interest in the enlarged Sodalis group and remains entitled to its pro rata share of any deferred consideration, subject to performance conditions through 2027 and 2028.
In April 2026, the Group acquired an additional 2.0% Cumulative Preferred Ordinary equity stake in Pantheon from members of Pantheon's management team for cash consideration of £5.5m. As a result, the Group's shareholding in Pantheon increased to 41.0%.
NAV breakdown by portfolio company
The composition of B.P. Marsh's underlying portfolio companies is shown on the chart below.
Our current insurance investments are budgeting to produce over £2.3bn of aggregate gross insurance premium during 2026 and a breakdown between brokers and Underwriting Agencies is shown below.
Current Insurance Brokers
The Group's Broking portfolio is budgeting to place over £1.5bn of gross written premium in 2026, generating over £142m of brokerage income, accessing specialty markets around the world.
*Investment into Ventura was made in March 2026, as such the reported equity percentage reflects the equity percentage held at this date
Current Underwriting Agencies
The Group's Underwriting Agencies are budgeting to underwrite £857m of gross written premium in 2026, yielding approximately £96m of commission income across many specialist product areas.
*ATC's equity investment is reported as the combined initial equity investment into ATC, MB Prestige Holdings PTY Limited, and Sterling Insurance PTY Limited
Current Other Financial Services Investments
While insurance-related businesses remain B.P. Marsh's primary focus, the firm selectively invests in adjacent UK financial services where its sector experience, network, and patient capital can support distinctive opportunities.
*Investment into Nine Edge was made in March 2026, as such the reported Equity percentage reflects the Equity percentage held at this date
Current Other XPT-Related Insurance Vehicle Investments
Disposals
Sterling Insurance Pty Limited - ("Sterling")
In May 2025, B.P. Marsh completed the disposal of its indirect equity interest in Sterling to ATC, an independent Australian Underwriting Agency, which it had held through a minority holding in Neutral Bay Investments Limited ("Neutral Bay").
ATC acquired 100.0% of the issued share capital of Sterling for a total consideration of AU$33.0m. B.P. Marsh's share of the consideration, via Neutral Bay, amounted to AU$6.5m (c.£3.1m), which B.P. Marsh received in shares in the enlarged ATC Group. B.P. Marsh's shareholding in ATC increased to approximately 27.0% as a result of the sale.
Stewart Specialty Risks Underwriting Limited - ("SSRU")
In December 2025, the sale of SSRU to Ryan Specialty, LLC.
Upon completion, the Group received CAD$51.2m (£27.6m) net of transaction costs, which represented a £4.7m uplift (20.5%) from the valuation as at 31 July 2025.
The sale represented an Internal Rate of Return of 89.9%, with the Company also receiving a further £739,000 of deferred consideration following the year-end. Taking into account this deferred consideration, the Company received £28.3m.
Disposal - Post Year-End
Amiga Specialty Holdings Limited - ("Amiga")
In March 2026, the Company completed the sale of Amiga to Sodalis Capital Limited.
Upon completion, the Group received £706,250 in cash for its 39.2% shareholding, together with full repayment of its outstanding £1.8m loan facility to Amiga.
Following completion, the Group retained a 25.5% equity interest in Sodalis, providing continued exposure to Amiga through the enlarged group, together with the potential to receive further deferred consideration contingent on Amiga's performance in the financial years ending December 2027 and December 2028.
New Investments
Oneglobal Broking Holdings Limited - ("Oneglobal")
In September 2025, the Group completed its investment in Oneglobal, a London headquartered international retail and wholesale insurance broker majority owned by J.C. Flowers & Co. The investment was made to provide strategic growth capital to support Oneglobal's continued expansion, initially through the acquisition of a Bermudian specialty insurance broker and further development into the Asian market.
Founded through the merger of two existing J.C. Flowers-owned Lloyd's brokers in 2018, Oneglobal operates across 15 offices worldwide spanning Europe, Asia, the Americas and the Middle East. The business specialises in a broad range of insurance lines including marine, property, aviation, financial lines, energy and casualty.
Oneglobal is led by an experienced management team including Jonathan Palmer-Brown, Roger Spicer and Luis Cardoso.
Date of initial investment: September 2025
31 January 2026 valuation: £10,000,000
Cost of Equity: £10,000,000
Equity stake: 10.0%
Loan Facility: N/A
iO Finance Partners Topco Limited - ("iO Partners")
In April 2025, the Group completed its investment in iO Partners, subscribing for an 8.0% shareholding, via a mix of Preferred and Ordinary shares for £10.0m.
iO Partners is a buy-and-build opportunity within the alternative finance market, intending to bring together a diverse group of alternative finance providers to support and grow the UK economy and SME market. Its strategy is to fill a funding gap in the UK market. Upon completion, iO Partners acquired three alternative finance providers.
Janus Henderson Group plc ("Janus Henderson") is a co investor, investing £10.0m on the same terms as B.P. Marsh. Janus Henderson is a NYSE listed global active asset manager headquartered in London. As of 31 December 2024, Janus Henderson had approximately £302.4bn in assets under management.
B.P. Marsh has a successful track record of investing in the financial services sector, backing experienced management teams alongside supportive partners. Whilst iO Partners is not within our primary focus of insurance distribution investments, B.P. Marsh sees this as an opportunity to invest in an experienced management team with a strong track record in the sector, that will deliver long term returns to our shareholders.
Date of initial investment: April 2025
31 January 2026 valuation: £10,000,000
Cost of Equity: £10,000,000
Equity stake: 8.0%
Loan Facility: N/A
Sodalis Capital Limited - ("Sodalis")
In November 2025, the Group completed its investment in Sodalis, a newly formed insurance intermediary group focused on UK and international underwriting, wholesale broking and related services.
Sodalis has been established to pursue a buy-and-build strategy within the international insurance intermediary sector, targeting specialist underwriting and wholesale broking platforms across the UK, Europe and Asia. The investment is intended to support initial acquisitions together with working and regulatory capital for Sodalis and its future trading subsidiaries.
The investment was made alongside Alliant Insurance Services, Inc., whose participation brings significant distribution reach and sector expertise to the platform. Sodalis is founded and led by Colin Thompson, an experienced insurance executive with more than 30 years of experience building and managing insurance intermediary businesses globally.
Date of initial investment: November 2025
31 January 2026 valuation: £5,337,000
Cost of Equity: £5,337,333
Equity stake: 26.7%
Loan Facility: N/A
Gambit Risk Finance LLC - ("Gambit Re")
In August 2025, the Group completed a complementary investment in support of its US-based investee company XPT Group LLC through the formation of Gambit Re, a newly established reinsurance vehicle for selected XPT underwriting programmes. The initiative was designed to support XPT's strategic growth ambitions and enhance its operational and financial flexibility.
Gambit Re provides limited risk capital to selected underwriting programmes within XPT's underwriting arm, Platinum Specialty Underwriters. The vehicle operates on a fully collateralised basis and initially supports five profitable programmes across Platinum's underwriting portfolio.
Date of initial investment: August 2025
31 January 2026 valuation: £1,370,000
Cost of Equity: £1,394,508
Equity stake: 8.3%
Loan Facility: N/A
Cameron Specialty HoldCo Limited - ("Cameron Specialty")
In June 2025, the Group completed its investment in Cameron Specialty, a London-based underwriting agency, specialising in UK property insurance across the commercial combined and property owners sectors.
Founded in 2021, Cameron Specialty is led by Founder & CEO Tom Kirkland, who brings 20 years of insurance industry experience spanning both broking and underwriting.
With the support of the Group, Cameron Specialty intends to expand its property insurance offering into the Republic of Ireland and mainland Europe, leveraging existing broker relationships, while also developing additional lines of business.
Date of initial investment: June 2025
31 January 2026 valuation: £1,100,000
Cost of Equity: £1,100,000
Equity stake: 27.0%
Loan Facility: £600,000
Amiga Specialty Holdings Limited - ("Amiga")
In June 2025, the Group completed its investment in Amiga, subscribing for a 49.0% shareholding for £49. Amiga is a start-up entity focused on establishing an international specialty underwriting agency.
Amiga aims to build a diversified portfolio of specialty insurance products across key global markets, pursuing both organic growth and a strategic mergers and acquisitions approach.
Amiga is led by its Managing Director, Adam Kembrooke, a seasoned insurance professional with over 20 years of industry experience. Prior to founding Amiga, Mr. Kembrooke served as CEO and President of Nexus US, as well as Group Chief Legal Officer at its parent company, Kentro Capital Limited.
Post year-end, in March 2026, the Company completed the sale of Amiga to Sodalis Capital Limited, receiving £706,250 in cash for its 39.2% shareholding together with full repayment of its outstanding £1.8m loan facility to Amiga upon completion.
Date of initial investment: June 2025
31 January 2026 valuation: £706,000
Cost of Equity: £49
Equity stake: 49.0%
Loan Facility: £10,000,000
XPT Producer Co LLC - ("XPT Producer Co")
In September 2025, the Group completed a follow-on investment in support of its US-based investee company XPT Group LLC ("XPT") through the establishment of XPT Producer Co, a new platform created to recruit and incubate new producers.
The vehicle has been designed to accelerate XPT's growth strategy by attracting experienced, high-quality, revenue-generating producers.
Date of initial investment: September 2025
31 January 2026 valuation: £2,565
Cost of Equity: £2,565
Equity stake: 35.0%
Loan Facility: £9,860,000
Salus Capital Partners Limited - ("Salus")
In September 2025, the Group completed its investment in Salus, a start-up UK-based insurance intermediary group specialising in Professional Indemnity insurance.
Salus operates through two subsidiaries: Forte Professions Limited, a specialist Professional Indemnity broker serving UK-domiciled businesses including architects, engineers, construction firms, surveyors, accountants and insurance brokers; and Scribe MGA Limited, the underwriting arm of Salus, focused on Professional Indemnity cover for small and medium-sized businesses.
Salus was founded by James Page, Matthew Jones, Dawn Zacharow and Stuart Barker, whose combined experience in insurance broking and underwriting within the Professional Indemnity market approaches 100 years. With the backing of the Group, the Salus team aims to establish a premier, client-focused brokerage and underwriting agency headquartered in Bristol.
Date of initial investment: September 2025
31 January 2026 valuation: £35
Cost of Equity: £35
Equity stake: 35.0%
Loan Facility: £2,000,000
New Investments - Post Year-End
Ventura Risk Partners Holdings Limited - ("Ventura")
In March 2026, the Group completed its investment in Ventura, a newly formed insurance broker focused on placing energy risks into the Lloyd's and wider London insurance markets.
Ventura is a London-based start-up broker, specialising in energy risks and aiming to serve a market that has experienced significant consolidation, reducing the number of independent specialist placement options available to North American retail brokers. The business intends to address this opportunity through an independent operating model, prioritising technical placement capability over scale.
Ventura was founded by Alex Taylor, an experienced energy insurance broker with established relationships across London market underwriters and North American brokers. The investment is consistent with the Group's strategy of backing high-quality early-stage insurance intermediary businesses.
Date of initial investment: March 2026
31 January 2026 valuation: N/A
Cost of Equity: £49
Equity stake: 25.0%
Loan Facility: £2,000,000
Nine Edge Wealth Limited - ("Nine Edge")
In March 2026, the Group completed its investment in Nine Edge, a newly established, UK-based independent financial advice business.
Upon completion, Nine Edge acquired RMS Limited, an Edinburgh-based advice company with approximately £70.0m of assets under management. This acquisition provided Nine Edge with immediate regulatory permissions and a recurring revenue base, forming the foundation of its platform for future organic growth and further acquisitions.
In addition to its core financial planning and advisory services, Nine Edge intends to develop complementary offerings including tax advisory services, wills, executor services and trusts, while leveraging artificial intelligence and technology-enabled solutions to enhance client outcomes and operational efficiency. The business commenced operations with offices in London and Edinburgh.
Nine Edge was established by Derek Miles, an experienced executive with more than 25 years in the UK financial planning sector and a longstanding relationship with the Group.
Date of initial investment: March 2026
31 January 2026 valuation: N/A
Cost of Equity: £30
Equity stake: 30.0%
Loan Facility: £5,000,000
Follow-on Investments and Funding During the Year
Pantheon Specialty Group Limited ("Pantheon") - UK
+ 26.1 pence NAV per share change in the Year
Since the Group's original investment in Pantheon in June 2023, when it subscribed for a 25.0% stake, the business has been a stand out performer in the portfolio.
Over the financial year to 31 January 2026, the Group made one further equity investment in Pantheon.
In June 2025, the Group acquired a further 2.0% Cumulative Preferred Ordinary equity stake in Pantheon from members of Pantheon's management team for cash consideration of £5.5m. Following completion of the transaction, the Group's total shareholding in Pantheon increased from 37.0% to 39.0%.
The transaction involved the purchase of shares from members of Pantheon's management team, enabling them to realise a portion of the value created in the business while continuing to retain a substantial majority interest and remaining fully aligned with the future growth of the company.
Since the Group partnered with management to establish Pantheon, the business has delivered a strong financial and operational performance, developing into a leading independent broker in the London insurance market.
Given this continued progress, the Group considered it an attractive opportunity to increase its investment in Pantheon, supporting a deserved partial liquidity event for management while further increasing its exposure to a high-growth business with significant ongoing potential.
Date of initial investment: June 2023
31 January 2026 valuation: £106,990,000
Cost of Equity: £27,300,025
Equity stake: 39.0%
ATC Insurance Solutions ("ATC") - Australia
+ 10.2 pence NAV per share change in the Year
In July 2025, the Group acquired a further 1.4% equity stake in ATC for non-cash consideration of AU$ 6.5m (c. £3.1m), facilitated through the disposal of its entire holding in Sterling Insurance Pty Limited ("Sterling") to ATC. Following completion of the transaction, the Group's shareholding in ATC increased to 27.0%.
ATC continues to perform strongly across its diverse range of product offerings and remains one of the Group's most significant investments. Since the Group's original investment in 2018, ATC has delivered substantial growth and has developed into the largest independent underwriting agency in Australia.
The business has demonstrated a strong track record of expansion through both organic growth and strategic acquisitions, supported by an experienced management team and a diversified operating platform. The Group remains confident in ATC's long-term prospects and expects the business to continue building on its strong market position.
Date of initial investment: July 2018
31 January 2026 valuation: £37,680,000
Cost of Equity: £9,603,303
Equity stake: 27.0%
XPT Group LLC ("XPT") - USA
+ 5.3 pence NAV per share change in the Year
In December 2025 and January 2026, the Group acquired a further 0.78% equity stake in XPT from management shareholders for aggregate cash consideration of US$1.8m (c.£1.3m). Following these acquisitions, together with other equity movements, the Group's fully diluted shareholding in XPT increased to 30.49%.
In addition, the Group participated in further strategic investments alongside XPT, including support for Gambit Re and XPT Producer Co, referenced above, both of which are intended to broaden XPT's platform capabilities and enhance its long-term growth prospects. These investments reflect XPT's continued strategy of expanding through a combination of organic development, targeted recruitment and selective acquisitions.
Since the Group's initial involvement in 2017, XPT has delivered a strong operational and financial performance, supported by disciplined execution and a scalable business model. The Group remains confident in XPT's growth trajectory and believes it is well positioned to continue capitalising on opportunities within the specialist insurance market.
Date of initial investment: June 2017
31 January 2026 valuation: £64,030,000
Cost of Equity: £20,183,168
Equity stake: 30.5%
Other Portfolio Company Highlights
Dempsey Group Limited (owns 100% of Ai Marine Risk Limited) ("Ai Marine") - UK
+ 10.4 pence NAV per share change in the Year
Ai Marine continues to perform strongly across its core marine underwriting activities and is progressing a number of strategic initiatives to broaden its product offering.
Since the Group's investment, Ai Marine has continued to strengthen its position within the specialist marine insurance market, supported by its technical underwriting expertise, disciplined risk selection and strong broker relationships. The Group remains encouraged by the Ai Marine's continued development and long-term growth prospects.
During the year, Ai Marine progressed the launch of a new Special Risks product, designed to provide shipowners with bespoke coverages beyond the scope of standard marine insurance lines. Each policy is tailored to the specific requirements and risk appetite of the insured, offering specialist protection across a range of complex physical damage and economic loss exposures.
In addition to creating new revenue opportunities, the launch of Special Risks is expected to enhance portfolio diversification, support the growth of Ai Marine's wider Hull & Machinery business and contribute positively to underwriting performance over time.
Date of initial investment: December 2023
31 January 2026 valuation: £4,000,000
Cost of Equity: £30,000
Equity stake: 30.0%
Volt UW Holdco Limited (owns 100% of Volt UW Limited) ("Volt") - UK
+ 11.1 pence NAV per share change in the Year
Volt has continued to build momentum during the year, supported by an increasing market presence and a number of strategic senior hires across the business.
Volt has continued to strengthen its position within its chosen markets through disciplined underwriting, strong broker relationships and the recruitment of high-calibre talent. The Group remains encouraged by the business's progress and long-term growth prospects.
During the year, Volt progressed the expansion of its energy offering through the planned appointment of an experienced senior underwriter to lead its Midstream Energy division. The individual joins from a major global insurer, bringing significant sector expertise, underwriting experience and established market relationships.
The Group believes this strategic hire will enhance Volt's underwriting capabilities, diversify its portfolio and create an additional platform for future growth within the specialist energy insurance market.
Date of initial investment: October 2024
31 January 2026 valuation: £4,250,000
Cost of Equity: £26
Equity stake: 25.5%
Agri Services Company Pty Limited ("Ag Guard") - Australia
+ 6.1 pence NAV per share change in the Year
Ag Guard has continued to make significant progress during the year with the launch of new products across its core agricultural markets.
In late 2025, Ag Guard agreed to transfer its principal Australian binder arrangements from QBE to Insurance Australia Group ("IAG"), with the new agreements now executed. The arrangements cover Ag Guard's core products. This new partnership with IAG materially enhances Ag Guard's growth platform in Australia, providing access to a significantly larger addressable market than was available under the previous arrangements.
In addition, Ag Guard has progressed the launch of a new Farm Pack product in New Zealand, backed by 100% capacity from IAG New Zealand Limited. The product is designed to provide comprehensive cover for farming businesses, including property damage, business interruption, commercial motor, liability, machinery breakdown and stock deterioration.
The Group believes these developments are transformational for Ag Guard, materially increasing its long-term growth prospects through a larger portfolio across both Australia and New Zealand.
Date of initial investment: July 2019
31 January 2026 valuation: £5,060,000
Cost of Equity: £1,465,071
Equity stake: 41.0%
Market Commentary
The Group continues to monitor key developments across the insurance sector, with a focus on pricing trends, M&A activity and the impact of artificial intelligence.
Commercial insurance pricing continued to soften through 2025 and into 2026. Marsh McLennan's Global Insurance Market Index reported rate declines of 4% in Q4 2025 and 5% in Q1 2026, marking the seventh consecutive quarter of reductions. This reflects increased insurer competition, favourable reinsurance conditions and strong underwriting capacity, with new entrants and growth-focused carriers driving more competitive pricing and broader terms.
The fee and commission-based revenue of brokers and underwriting agencies provide a degree of insulation from rating pressures. In addition, rate volatility in specialist risk segments, where many of the Group's portfolio companies operate, has typically been more moderate. The Board, therefore, remains confident in the resilience of underlying revenue generation. The Group works closely with investee management teams to ensure their businesses remain robust and well positioned to mitigate emerging risks.
The Group also continues to observe ongoing market consolidation across the insurance distribution landscape. M&A activity remains active among brokers, underwriting agencies and carriers, driven by the pursuit of scale, enhanced distribution capabilities and access to specialist expertise. This trend is being supported by continued private equity interest and favourable financing conditions, although transaction volumes have moderated slightly in line with broader economic uncertainty.
The Group continue to monitor the situation in the Middle East, which is currently driving rate increases across several specialty insurance lines, in which the Group's portfolio operates. Marine war risk premiums have seen some of the sharpest movements, with hull and machinery insurance for ships passing through the Strait of Hormuz jumping sharply in a short period.
Lastly, the Group also continues to monitor the effect of artificial intelligence on the insurance industry. B.P. Marsh sees AI as a net enabler, not disruptor, in the industry. The insurance and financial advice industries will continue to require skilled brokers, underwriters, and advisers. AI will assist by automating administrative bottlenecks, accelerating data management, and freeing professionals to focus on client relationships and judgement-led work.
New Business
During the year ended 31 January 2026, the Group completed eight new investments across its specialist sectors, maintaining a disciplined approach to identifying opportunities where it can add value.
The Group remains focused on niche SME markets, partnering with experienced management teams to support sustainable long-term growth and enhance shareholder returns.
New business activity remained strong, with 61 new business enquiries received during the year (2025: 63). The Group continues to maintain a healthy pipeline of prospective investments, and where terms are appropriate, expects to complete further transactions in the year ending 31 January 2027.
Supported by a strong liquidity position and established track record, the Group is well placed to continue originating and executing investments that deliver long-term value.
Daniel Topping
Chief Executive Officer
27 May 2026
Chief Finance Officer Statement
I am delighted to present the Full Year Results, and to report that the Group has maintained a strong financial performance for the year ended 31 January 2026.
Financial performance summary
The table below summarises the Group's financial results and key performance indicators for the year ended 31 January 2026:
|
|
Year to/as at |
|
Year to/as at |
|
|
|
31 January |
|
31 January |
|
|
|
2026 |
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value |
£360.2m |
|
£326.4m |
|
|
Net asset value per share - undiluted |
1009.9p |
|
890.0p |
|
|
Net asset value per share - diluted |
959.8p |
|
847.3p |
|
|
|
|
|
|
|
|
Profit before tax |
£49.0m |
|
£104.7m |
|
|
Dividend per share paid |
21.64p |
|
10.72p |
|
|
Total shareholder return (including dividends)1 |
£41.8m |
|
£101.2m |
|
|
Total shareholder return on opening shareholders' funds |
12.8% |
|
44.2% |
|
|
|
|
|
|
|
|
Net cash used by operating activities |
£(4.6)m |
|
£(4.2)m |
|
|
Equity investment for the year |
£37.9m |
|
£31.5m |
|
|
Realisations (net of disposal costs) |
£36.4m |
|
£65.7m |
|
|
Loans issued in the year |
£17.2m |
|
£11.2m |
|
|
Loans repaid by investee companies in the year |
£3.0m |
|
£14.7m |
|
|
Cash and treasury funds at end of year |
£49.5m |
|
£74.1m |
|
|
Borrowing / Gearing |
£Nil |
|
£Nil |
|
|
|
|
|
|
|
1Total shareholder return is the increase in NAV for the year of £33.8m plus dividends paid of £8.0m (2025: increase in NAV of £97.2m plus dividends paid of £4.0m)
The Group delivered an increase in NAV of £33.8m (10.3%) to £360.2m (2025: £326.4m), compared with an increase of £97.2m (42.4%) for the same period in 2025. Including the £8.0m aggregate dividend paid in February 2025, May 2025 and July 2025, this represented an overall return of 12.8% for the year (2025: including a £4.0m aggregate dividend, the overall return was 44.2%).
The NAV of £360.2m at 31 January 2026 represents a total increase in NAV of £331.0m since the Group was originally formed in 1990 having adjusted for the original capital investment of £2.5m, the £10.1m net proceeds raised on AIM in 2006 and the £16.6m of net proceeds raised through the Share Placing and Open Offer in July 2018. The Group has delivered an annual compound growth rate of 11.0% in Group NAV after running costs, realisations, losses, distributions and corporation tax since flotation, and 13.0% since 1990.
Investment performance
The Group's equity portfolio movement during the year was as follows:
|
31 January 2025 valuation |
Acquisitions at cost |
Disposal proceeds |
Adjusted 31 January 2025 valuation |
31 January 2026 valuation |
|
£224.1m |
£37.9m |
£(36.4)m |
£225.6m |
£273.8m |
The equity portfolio continued to increase in value, rising by 21.4% to £273.8m (31 January 2025: £224.1m, an increase of 83.5%) after adjusting for £36.4m of net realisations and £37.9m of acquisitions in the year.
The Group made two disposals during the year totalling £30.7m. AU$6.5m (£3.1m) was received from the sale of the Group's entire c.19.7% investment in Sterling to ATC which completed on 30 May 2025. The consideration received by the Group was satisfied entirely in the form of additional equity in the enlarged ATC Group. CA$ 51.2m (£27.6m) was also received from the sale of the Group's entire 28.2% investment in SSRU to Ryan Specialty, LLC.
In addition, the Group received a distribution of £5.7m following LEBC Holdings Limited's ("LEBC") receipt of the first tranche of deferred consideration payable over a three-year earn-out period in connection with the sale of 100% of Aspira Corporate Solutions Limited, LEBC's wholly-owned subsidiary, to Titan Wealth Holdings Limited, which completed in April 2024.
The Group invested a total of £37.9m in equity in the portfolio during the year (2025: £31.5m):
· £10.1m into the existing portfolio, including £5.5m in Pantheon, £3.1m in ATC, £1.4m in XPT, £0.1m in Verve; and
· £27.8m into eight new investments, including £10.0m in iO Partners, £10.0m in Oneglobal, £5.3m in Sodalis, £1.4m in Gambit, £1.1m in Cameron Specialty, £2,565 (nominal value) in XPT Producer Co, £49 (nominal value) in Amiga and £35 (nominal value) in Salus.
Operating income
Net gains from investments were £52.3m (2025: £107.5m), of which £32.6m related to the revaluation of the investment portfolio, and £19.7m in respect of realised gains on disposal of investments during the year to 31 January 2026 (2025: £90.2m related to revaluation of the investment portfolio and £17.3m related to realised gains on disposal of investments). Whilst net gains from investments were 51.3% lower compared to the previous year, the prior year's net gains from investments included substantial unrealised gains, of which £81.8m arose from the Group's three largest investments, Pantheon, XPT and ATC as a result of strong trading performance.
Despite completing two realisations during the year ended 31 January 2026, the Group's significant investment activity during the year contributed to a £2.6m increase in portfolio income, representing growth of 33.7% to £10.4m (2025: £7.8m). Dividend income was £1.3m higher due to both strong investment portfolio performance and new investments made during the year. Loan interest increased by £0.6m due to further drawdowns from the portfolio's existing facilities and new loans granted in the year to both the existing portfolio and to new investments. Fee income also increased by £0.7m due to new investments during the year and a higher amount of one-off transaction and loan arrangement fees charged in 2026 compared to 2025.
Operating expenses
Operating expenses increased by £1.1m, or 8.0%, during the year to £14.8m (2025: £13.7m), the majority of which related to general cost inflation and professional fees incurred for new and follow-on investment activity.
Profit before tax
The consolidated profit before tax for the year was £49.0m, representing a decrease of £55.7m, or 53.0%, compared to the £104.7m reported in 2025. As noted under 'Operating Income', the year-on-year reduction primarily reflects the significant unrealised gains recognised in the prior year, which created a particularly strong comparative base (2025: increase of £61.1m, or 140%, to £104.7m).
The consolidated profit after tax was £48.2m (2025: £99.5m).
The Group's strategy is to cover its expenses from the portfolio yield. On an underlying basis, including treasury returns and realised gains in cash, but excluding unrealised investment activity (unrealised gains on equity, movement in the provision for deferred consideration on equity portfolio disposals and provision against loans receivable from investee companies), this was achieved with a pre-tax profit of £12.2m2 for the year (2025: £9.0m2).
2Underlying pre-tax profit of £12.2m is calculated as profit before tax of £49.0m, less unrealised gains on equity investment revaluation of £32.7m, less movement in the provision for deferred consideration on equity portfolio disposals of £4.1m (2025: underlying pre-tax profit of £9.0m calculated as profit before tax of £104.7m, less unrealised gains on equity investment revaluation of £90.2m, less movement in the provision for deferred consideration on equity portfolio disposals of £5.5m).
Liquidity and Loan Portfolio
In addition to contributing equity to its investment portfolio, the Group frequently extends loan financing, either as part of the initial investment structure or as subsequent funding to support further growth. This additional financing may be used for acquisitions, working capital, recruitment or product development.
The Group's loan portfolio balance increased by £13.2m during the year to £38.8m as at 31 January 2026 (31 January 2025: £25.6m). The key movements were:
· £8.2m was provided to the existing investment portfolio, including £6.3m to Pantheon, £0.75m to SRT, £0.55m to Volt, £0.25m to Verve, £0.25m to Devonshire and £0.1m to Dempsey Group.
· £9.0m was provided to the new investments made by the Group during the year, including £6.3m to XPT Producer Co, £1.6m to Amiga, £0.8m to Salus and £0.3m Cameron Specialty.
· £3.0m of loans were repaid during the year, including £2.5m from Alchemy Underwriting Limited and £0.5m from The Fiducia MGA Company Limited ("Fiducia").
· A £1.0m decrease due to foreign exchange movements.
During the year the Group paid dividends totalling £8.0m and bought back £6.9m in shares.
Other significant cash movements during the year included the receipt of £9.2m in further consideration from the sale of the Group's investment in Paladin, which completed in March 2024. This represented the first of two anticipated tranches of deferred consideration that are expected in relation to the sale.
At 31 January 2026, the Group had total available cash and treasury funds of £49.5m (31 January 2025: £74.1m).
Post Year-End Activity
Since 31 January 2026 the Group has made two new equity investments. In March 2026, the Group made an investment into Nine Edge for a nominal equity of £30, alongside an initial loan drawdown of £1.75m from its agreed £5.0m loan facility. In the same month the Group also made an investment into Ventura for a nominal equity of £49.0, alongside an initial loan drawdown of £0.4m from its agreed £2.0m loan facility.
In April 2026 the Group also made a follow-on equity investment into Pantheon of £5.5m, increasing its shareholding from 39.0% to 41.0%.
In March 2026 the Group completed the disposal of its investment in Amiga, receiving initial consideration of £0.7m plus the repayment of its £1.8m loan outstanding.
The Group has provided £15.5m in further loans, including £4.0m in respect of its new investments in Nine Edge (£3.6m) and Ventura (£0.4m) and £11.0m to its existing portfolio in respect of further drawdowns from agreed loan facilities and new facilities provided, with £3.5m provided to XPT Producer Co, £2.0m to Oneglobal, £1.8m to iO Partners, £1.5m to Devonshire, £1.25m to Volt, £0.5m to Salus, £0.4m to Ag Guard, £0.2m to Ai Marine, £0.2m to Amiga and £0.15m to Pantheon. The Group also received £1.8m in loan repayments from Amiga (on disposal) and £0.1m from Fiducia. The loan portfolio balance is currently £52.4m.
Other significant cash movements include the receipt of £9.6m in further consideration from the sale of the Group's investment in Paladin in March 2024, representing the second and final tranche of deferred consideration that is expected in relation to the sale.
Further consideration of £0.7m was also received from the sale of the Group's investment in SSRU, which completed in December 2025. This represents the final deferred consideration that is expected in relation to the sale.
In addition, £10.5m has been distributed in dividends since the year end and £0.3m of share buybacks have been undertaken. The Group's current cash and treasury balance is £29.6m. Treasury funds are all in one month or less deposit accounts.
The Group is debt free.
Undiluted / Diluted NAV per share
The NAV per share at 31 January 2026 was 1009.9p (2025: 890.0p). This has been calculated using Group net assets as at 31 January 2026, adjusted to include the £1.5m (2025: £1.5m) loan due from the Employee Benefit Trust, which will be repaid upon the sale by the Trust of the 525,240 vested JSOP shares (2025: 525,240). The calculation excludes the 1,055,000 shares held in treasury (2025: 23,872) and the 236,259 unallocated shares held by the Trust (2025: 236,259).
The diluted NAV per share at 31 January 2026 is 959.8p (31 January 2025: 847.3p). This includes the full 761,499 (2025: 761,499) shares remaining within the Employee Benefit Trust and also includes £2.0m (2025: £2.0m) of loan repayable if the shares, including the 236,259 shares that are currently unallocated, were sold.
The diluted NAV per share calculation also includes the 1,685,000 (2025: 1,682,500) options over ordinary shares granted to certain Directors and employees of the Group in November 2023 (and subsequently in March 2025 following the reallocation of options forfeited on departure of a Director and two other employees), which became dilutive at 31 July 2024, as the performance criteria for NAV growth had been met.
Francesca Chappell
Chief Finance Officer
27 May 2026
Forward-looking statements:
Certain statements in this announcement are forward-looking statements. In some cases, these forward looking statements can be identified by the use of forward looking terminology including the terms "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning or in each case, their negative, or other variations or comparable terminology. Forward-looking statements are based on current expectations and assumptions and are subject to a number of known and unknown risks, uncertainties and other important factors that could cause results or events to differ materially from what is expressed or implied by those statements. Many factors may cause actual results, performance or achievements of B.P. Marsh to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of B.P. Marsh to differ materially from the expectations of B.P. Marsh, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and changes in regulation and policy, changes in its business strategy, political and economic uncertainty and other factors. As such, undue reliance should not be placed on forward-looking statements. Any forward-looking statement is based on information available to B.P. Marsh as of the date of the statement. All written or oral forward-looking statements attributable to B.P. Marsh are qualified by this caution. Other than in accordance with legal and regulatory obligations, B.P. Marsh undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Nothing in this announcement should be regarded as a profit forecast.
Investments
As at 31 January 2026 the Group's equity interests were as follows:
Ag Guard PTY Limited
Ag Guard is an underwriting agency, which provides insurance to the agricultural sector, based in Sydney, Australia. The Group holds its investment through Ag Guard's Parent Company, Agri Services Company PTY Limited.
Date of investment: July 2019
Equity stake: 41.0%
31 January 2026 valuation: £5,060,000
Ai Marine Risk Limited
(www.aimarinerisk.com)
Ai Marine is a start-up underwriting agency with a focus on marine hull insurance and with a strong focus on the UK & Europe, Middle East and Asia Pacific regions.
Date of investment: December 2023
Equity stake: 30.0%
31 January 2026 valuation: £4,000,000
Amiga Specialty Holdings Limited
(www.amigaspecialty.com)
Amiga is a start-up focused on establishing an international specialty underwriting agency. Amiga aims to build a diversified portfolio of specialty insurance products across key global markets, pursuing both organic growth and a strategic mergers and acquisitions approach.
Date of Investment: June 2025
Equity stake: 49.0%
31 January 2026 valuation: £706,000
Asia Reinsurance Brokers (Pte) Limited
(www.arbrokers.asia)
ARB is an independent specialist reinsurance and insurance risk solutions provider headquartered in Singapore.
Date of investment: April 2016
Equity stake: 25.0%
31 January 2026 valuation: £110,000
ATC Insurance Solutions PTY Limited
(www.atcis.com.au)
ATC is an underwriting agency and Lloyd's Coverholder, specialising in accident & health, construction & engineering, trade pack, motor and sports insurance headquartered in Melbourne, Australia.
Date of investment: July 2018
Equity stake: 27.0%
31 January 2026 valuation: £37,680,000
Cameron Specialty Holdco Limited
(www.cameron-specialty.com)
Cameron Specialty is a London-based underwriting agency specialising in UK property insurance in the commercial combined and properly owner sectors.
Date of investment: September 2025
Equity stake:27.0%
31 January 2026 valuation: £1,100,000
CEE Specialty s.r.o.
(https://cee-specialty.eu/index.php/cs/)
CEE Specialty is a underwriting agency based in Prague, Czech Republic specialising in Marine Hull, Bonds and Liability Insurance.
Date of investment: September 2024
Equity stake: 44.0%
31 January 2026 valuation: £3,230,000
Devonshire UW Limited
(www.devonshire-underwriting.co.uk)
Devonshire is a London-based underwriting agency, specialising in transactional risks encompassing Warranty and Indemnity, Specific Tax, and Legal Contingency Insurance.
Date of investment: March 2024
Equity stake: 30.0%
31 January 2026 valuation: £1,500,000
The Fiducia MGA Company Limited
(www.fiduciamga.co.uk)
Fiducia is a UK marine cargo Underwriting Agency and Lloyd's Coverholder which specialises in the provision of insurance solutions across a number of marine risks including, cargo, transit liability, engineering and terrorism Insurance.
Date of investment: November 2016
Equity stake: 35.2%
31 January 2026 valuation: £7,380,000
Gambit Risk Finance LLC
(www.gambitre.com)
Gambit Re is a US-based newly established reinsurance vehicle for selected XPT underwriting programmes designed to support XPT's strategic growth ambitions.
Date of investment: August 2025
Equity stake: 8.3%
31 January 2026 valuation: £1,370,000
iO Finance Partners
(www.iofp.co.uk)
iO Partners is a buy-and-build opportunity with the alternative financing market, intending to bring together a diverse group of alternative finance providers to support and grow the UK economy and SME market.
Date of investment: April 2025
Equity stake:8.0%
31 January 2026 valuation:£10,000,000
LEBC Holdings Limited
LEBC is an Independent Financial Advisory company providing services to individuals, corporates and partnerships, principally in employee benefits, investment and life product areas.
Date of investment: April 2007
Equity stake: 62.0%
31 January 2026 valuation: £7,120,000
New Denison Limited
Date of investment: June 2023
Equity stake:40%
31 January 2026 valuation: £0
Oneglobal Broking Holdings Limited
(www.oneglobalbroking.com)
Oneglobal is a London headquartered international retail and wholesale insurance broker which provides specialist insurance solutions across multiple markets.
Date of investment: September 2025
Equity stake:10.0%
31 January 2026 valuation: £10,000,000
Pantheon Specialty Group Limited
(www.pantheonspecialty.com)
Pantheon is a holding company established in partnership with Robert Dowman. Pantheon acquired 100% of the share capital of the Lloyd's broker Denison and Partners Limited. With the support of B.P Marsh, Robert Dowman is looking to build a market leading independent specialist broker, across multiple markets.
Date of investment: June 2023
Equity stake: 39.0%
31 January 2026 valuation: £106,990,000
Sage Program Underwriters, Inc.
(www.sageuw.com)
Sage provides specialist insurance products to niche industries, initially in the inland delivery and field sport sectors based in Bend, Oregon.
Date of investment: June 2020
Equity stake: 30.0%
31 January 2026 valuation: £2,210,000
Salus Capital Partners Limited
Salus is a UK-based start-up insurance intermediary group specialising in Professional Indemnity insurance.
Date of investment: September 2025
Equity stake: 35.0%
31 January 2026 valuation: £35
Sodalis Capital Limited
(www.sodaliscapital.com)
Sodalis is a newly formed, London-based insurance intermediary group focusing on UK and international underwriting, wholesale broking and related services.
Date of investment: November 2025
Equity stake:26.7%
31 January 2026 valuation: £5,337,000
SRT & Partners Limited
(www.srtpartners.co.uk)
SRT & Partners is a start-up UK Retail and London Market broker. Headquartered in London, it furnishes its clients and partners with access to the special Broking and Underwriting services they require.
Date of investment: October 2024
Equity stake:30.0%
31 January 2026 valuation: £830,000
Verve Risk Services Limited
(www.ververisk.com)
Verve is a London-based underwriting agency specialising in Professional and Management Liability for the insurance industry. Verve operates in the USA, Canada, Bermuda, Cayman Islands and Barbados.
Date of investment: April 2023
Equity stake: 39.0%
31 January 2026 valuation: £860,000
Volt UW Limited
(www.volt-uw.com)
Volt is a London-based underwriting agency, specialising in energy insurance with a clear focus on insuring property risks associated with power generation and midstream energy in both the non-renewable and renewable sector.
Date of investment: October 2024
Equity stake: 25.5%
31 January 2026 valuation: £4,250,000
XPT Group LLC
(www.xptspecialty.com)
XPT is a wholesale insurance broking and Underwriting Agency platform across the U.S. Specialty Insurance Sector operating from many locations in the United States of America.
Date of investment: June 2017
Equity stake: 30.5%
31 January 2026 valuation: £64,030,000
XPT Producer Co LLC
XPT Producer Co is a US-based platform established to recruit and incubate specialist producers for XPT Group.
Date of investment: September 2025
Equity stake: 35.0%
31 January 2026 valuation: £2,565
These investments have been valued in accordance with the accounting policies on Investments set out in note 1 of the Consolidated Financial Statements.
Consolidated Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
|
|
Notes |
2026 |
2025
|
||
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
GAINS ON INVESTMENTS |
|
|
|
|
|
|
Realised gains on disposal of equity investments (net of costs) |
15 |
19,651 |
|
17,292 |
|
|
Net provision (made) / released against equity investments and loans |
|
- |
|
(36) |
|
|
Unrealised gains on equity investment revaluation |
13 |
32,650 |
|
90,207 |
|
|
|
|
|
52,301 |
|
107,463 |
|
INCOME |
|
|
|
|
|
|
Dividends |
25 |
5,178 |
|
3,910 |
|
|
Income from loans and receivables |
25 |
2,997 |
|
2,342 |
|
|
Fees receivable |
25 |
2,223 |
|
1,524 |
|
|
|
|
|
10,398 |
|
7,776 |
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
62,699 |
|
115,239 |
|
|
|
|
|
|
|
|
Operating expenses |
3 |
(14,790) |
|
(13,672) |
|
|
|
|
|
(14,790) |
|
(13,672) |
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
|
47,909 |
|
101,567 |
|
|
|
|
|
|
|
|
Financial income |
5 |
1,923 |
|
3,184 |
|
|
Financial expenses |
4 |
(97) |
|
(137) |
|
|
Exchange movements |
9 |
(737) |
|
79 |
|
|
|
|
|
1,089 |
|
3,126 |
|
|
|
|
|
|
|
|
PROFIT BEFORE TAXATION |
9 |
|
48,998 |
|
104,693 |
|
|
|
|
|
|
|
|
Income taxes |
10 |
|
(781) |
|
(5,194) |
|
|
|
|
|
|
|
|
PROFIT AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS |
|
|
48,217 |
|
99,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
|
|
48,217 |
|
99,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic (pence) |
11 |
|
132.6p |
|
269.5p |
|
Earnings per share - diluted (pence) |
11 |
|
125.9p |
|
256.2p |
The result for the year is wholly attributable to continuing activities.
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF FINANCIAL POSITION
31 JANUARY 2026
(Company Number: 05674962)
|
|
|
Group |
|
Company |
||
|
|
Notes |
2026 |
2025 |
|
2026 |
2025 |
|
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
|
Property, plant and equipment |
12 |
296 |
84 |
|
- |
- |
|
Right-of-use asset |
21 |
177 |
342 |
|
- |
- |
|
Investments - equity portfolio |
13 |
273,766 |
224,095 |
|
- |
- |
|
Investments - subsidiaries |
13 |
- |
- |
|
360,220 |
326,482 |
|
Loans and receivables |
16 |
28,724 |
22,623 |
|
1,979 |
1,979 |
|
|
|
302,963 |
247,144 |
|
362,199 |
328,461 |
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Trade and other receivables |
17 |
23,379 |
19,603 |
|
- |
- |
|
Cash and cash equivalents |
14 |
49,480 |
74,137 |
|
7 |
7 |
|
TOTAL CURRENT ASSETS |
|
72,859 |
93,740 |
|
7 |
7 |
|
TOTAL ASSETS |
|
375,822 |
340,884 |
|
362,206 |
328,468 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
Lease liabilities |
21 |
(15) |
(218) |
|
- |
- |
|
Deferred tax liabilities |
18 |
(12,596) |
(11,847) |
|
- |
- |
|
TOTAL NON-CURRENT LIABILITIES |
|
(12,611) |
(12,065) |
|
- |
- |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Trade and other payables |
19 |
(2,850) |
(2,215) |
|
- |
- |
|
Lease liabilities |
21 |
(203) |
(194) |
|
- |
- |
|
TOTAL CURRENT LIABILITIES |
19 |
(3,053) |
(2,409) |
|
- |
- |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
(15,664) |
(14,474) |
|
- |
- |
|
|
|
|
|
|
|
|
|
NET ASSETS |
|
360,158 |
326,410 |
|
362,206 |
328,468 |
|
|
|
|
|
|
|
|
|
CAPITAL AND RESERVES - EQUITY |
|
|
|
|
|
|
|
Called up share capital |
20 |
3,710 |
3,710 |
|
3,710 |
3,710 |
|
Share premium account |
|
29,362 |
29,356 |
|
29,362 |
29,356 |
|
Fair value reserve |
|
160,478 |
135,132 |
|
259,935 |
288,216 |
|
Reverse acquisition reserve |
|
393 |
393 |
|
- |
- |
|
Capital redemption reserve |
|
44 |
44 |
|
44 |
44 |
|
Capital contribution reserve |
|
72 |
72 |
|
- |
- |
|
Retained earnings |
|
166,099 |
157,703 |
|
69,155 |
7,142 |
|
SHAREHOLDERS' FUNDS - EQUITY |
|
360,158 |
326,410 |
|
362,206 |
328,468 |
|
|
|
|
|
|
|
|
|
Adjusted net asset value per share - undiluted (pence) |
11 |
1009.9p |
890.0p |
|
|
|
|
Adjusted net asset value per share - diluted (pence) |
11 |
959.8p |
847.3p |
|
|
|
The Financial Statements were approved by the Board of Directors and authorised for issue on 26 May 2026
and signed on its behalf by:
Pankaj Lakhani & Francesca Chappell
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
|
|
Notes |
|
2026 |
|
2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
(Restated) |
|
Cash used by operating activities |
|
|
|
|
|
|
Income |
|
|
10,398 |
|
7,776 |
|
Operating expenses |
|
|
(14,790) |
|
(13,672) |
|
Depreciation and amortisation |
12,21 |
|
199 |
|
200 |
|
Corporation tax paid |
10 |
|
(32) |
|
(34) |
|
Adjustment for non-cash share incentive and share option plans |
|
|
406 |
|
413 |
|
Exchange movement |
|
|
357 |
|
(118) |
|
(Increase) / decrease in receivables |
|
|
(1,751) |
|
838 |
|
Increase in payables |
|
|
634 |
|
381 |
|
Net cash used by operating activities |
|
|
(4,579) |
|
(4,216) |
|
|
|
|
|
|
|
|
Cash (used by) / generated from investing activities |
|
|
|
|
|
|
Purchase of property, plant and equipment |
12 |
|
(246) |
|
(54) |
|
Purchase of equity investments |
13 |
|
(34,755) |
|
(31,501) |
|
Proceeds from the sale of equity investments |
13,15 |
|
33,273 |
|
65,738 |
|
Deferred consideration received from the sale of equity investments |
15 |
|
9,172 |
|
- |
|
Loans to investee companies |
|
|
(17,228) |
|
(11,241) |
|
Loan repayments from investee companies |
|
|
2,958 |
|
14,707 |
|
Proceeds from the sale of treasury investments |
|
|
- |
|
79 |
|
Financial income |
5 |
|
1,923 |
|
3,184 |
|
Net cash (used by) / generated from investing activities |
|
|
(4,903) |
|
40,912 |
|
|
|
|
|
|
|
|
Cash used by financing activities |
|
|
|
|
|
|
Financial expenses |
4 |
|
(97) |
|
(137) |
|
Lease liabilities paid |
21 |
|
(193) |
|
(184) |
|
Dividends paid |
8 |
|
(7,973) |
|
(3,964) |
|
Payments made to repurchase company shares |
20 |
|
(6,912) |
|
(835) |
|
Cash received in respect of JSOP shares sold |
24 |
|
- |
|
2,126 |
|
Net cash used by financing activities |
|
|
(15,175) |
|
(2,994) |
|
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
|
(24,657) |
|
33,702 |
|
Cash and cash equivalents at beginning of the year |
|
|
74,137 |
|
40,435 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
14 |
|
49,480 |
|
74,137 |
|
|
|
|
|
|
|
The Consolidated Statement of Cash Flows presentation has been revised for the 2026 financial statements to better align to the group's operations, with the 2025 numbers restated for comparability. Further details are disclosed in Note 28 to the financial statements.
All differences between the amounts stated in the Consolidated Statement of Cash Flows and the Consolidated Statement of Comprehensive Income are attributed to non-cash movements.
PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
|
|
Notes |
|
2026 |
|
2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
(Restated) |
|
Cash from operating activities |
|
|
|
|
|
|
Dividends received from subsidiary undertakings |
|
|
76,498 |
|
- |
|
Adjustment relating to non-cash items |
|
|
406 |
|
413 |
|
Net cash generated from operating activities |
|
|
76,904 |
|
413 |
|
|
|
|
|
|
|
|
Cash (used by) / generated from investing activities |
|
|
|
|
|
|
(Increase) / decrease in amounts owed by group undertakings |
|
|
(62,019) |
|
2,260 |
|
Net cash (used by) / generated from investing activities |
|
|
(62,019) |
|
2,260 |
|
|
|
|
|
|
|
|
Cash used by financing activities |
|
|
|
|
|
|
Dividends paid |
8 |
|
(7,973) |
|
(3,964) |
|
Payments made to repurchase company shares |
20 |
|
(6,912) |
|
(835) |
|
Cash received in respect of JSOP shares sold |
24 |
|
- |
|
2,126 |
|
Net cash used by financing activities |
|
|
(14,885) |
|
(2,673) |
|
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
|
- |
|
- |
|
Cash and cash equivalents at beginning of the year |
|
|
7 |
|
7 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
|
7 |
|
7 |
|
|
|
|
|
|
|
During both the current and prior periods, the transactions disclosed above have been made at the direction of the parent company and therefore are considered to be cash flows of the parent company under IAS 7.
The parent company Statement of Cash Flows presentation has been revised for the 2026 financial statements, with the 2025 numbers restated for comparability. Further details are disclosed in Note 28 to the financial statements.
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
|
|
Group |
Company |
||
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Opening total equity |
326,410 |
229,171 |
328,468 |
233,355 |
|
Comprehensive income for the year |
48,217 |
99,499 |
48,217 |
99,499 |
|
Dividends paid |
(7,973) |
(3,964) |
(7,973) |
(3,964) |
|
Repurchase of company shares |
(6,912) |
(835) |
(6,912) |
(835) |
|
Share incentive and share option plan |
406 |
413 |
406 |
413 |
|
Other movements |
10 |
- |
- |
- |
|
Amounts received from the Employee Benefit Trust on the sale of shares held under joint ownership |
- |
2,126 |
- |
- |
|
TOTAL EQUITY |
360,158 |
326,410 |
362,206 |
328,468 |
|
Group |
|
Share |
|
Reverse |
Capital |
Capital |
|
|
|
|
Share |
premium |
Fair value |
acquisition |
redemption |
contribution |
Retained |
|
|
|
capital |
account |
reserve |
reserve |
reserve |
reserve |
earnings |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 February 2024 |
64B3,729 |
65B29,345 |
66B112,768 |
67B393 |
68B25 |
69B72 |
70B82,839 |
71B229,171 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
72B- |
73B- |
74B85,047 |
75B- |
76B- |
77B- |
78B14,452 |
79B99,499 |
|
|
|
|
|
|
|
|
|
|
|
Net transfers on disposal of investments (Note 13 and Note 15) |
80B- |
81B- |
82B(62,683) |
83B- |
84B- |
85B- |
86B62,683 |
87B- |
|
|
|
|
|
|
|
|
|
|
|
Dividends paid (Note 8) |
88B- |
89B- |
90B- |
91B- |
92B- |
93B- |
94B(3,964) |
95B(3,964) |
|
|
|
|
|
|
|
|
|
|
|
Repurchase of Company shares (Note 20) |
96B- |
97B- |
98B- |
99B- |
100B- |
101B- |
102B(835) |
103B(835) |
|
|
|
|
|
|
|
|
|
|
|
Cancellation of Company shares (Note 20) |
104B(19) |
105B- |
106B- |
107B- |
108B19 |
109B- |
110B- |
111B- |
|
|
|
|
|
|
|
|
|
|
|
Share based payment arrangements |
112B- |
113B11 |
114B- |
115B- |
116B- |
117B- |
118B402 |
119B413 |
|
|
|
|
|
|
|
|
|
|
|
Amounts received from the Employee Benefit Trust on the sale of shares held under joint ownership (Note 24) |
120B- |
121B- |
122B- |
123B- |
124B- |
125B- |
126B2,126 |
127B2,126 |
|
|
|
|
|
|
|
|
|
|
|
At 31 January 2025 |
128B3,710 |
129B29,356 |
130B135,132 |
131B393 |
132B44 |
133B72 |
134B157,703 |
135B326,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
Reverse |
Capital |
Capital |
|
|
|
|
Share |
premium |
Fair value |
acquisition |
redemption |
contribution |
Retained |
|
|
|
capital |
account |
reserve |
reserve |
reserve |
reserve |
earnings |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 February 2025 |
64B3,710 |
65B29,356 |
66B135,132 |
67B393 |
68B44 |
69B72 |
70B157,703 |
71B326,410 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
72B- |
73B- |
74B31,901 |
75B- |
76B- |
77B- |
78B16,316 |
79B48,217 |
|
|
|
|
|
|
|
|
|
|
|
Net transfers on disposal of investments (Note 13 and Note 15) |
80B- |
81B- |
82B(14,425) |
83B- |
84B- |
85B- |
86B14,425 |
87B- |
|
|
|
|
|
|
|
|
|
|
|
Other transfers (Note 13) |
- |
- |
7,870 |
- |
- |
- |
(7,870) |
- |
|
|
|
|
|
|
|
|
|
|
|
Dividends paid (Note 8) |
88B- |
89B- |
90B- |
91B- |
92B- |
93B- |
94B(7,973) |
95B(7,973) |
|
|
|
|
|
|
|
|
|
|
|
Repurchase of Company shares (Note 20) |
96B- |
97B- |
98B- |
99B- |
100B- |
101B- |
102B(6,912) |
103B(6,912) |
|
|
|
|
|
|
|
|
|
|
|
Share based payment arrangements |
112B- |
113B6 |
114B- |
115B- |
116B- |
117B- |
118B400 |
119B406 |
|
|
|
|
|
|
|
|
|
|
|
Other movements |
- |
- |
- |
- |
- |
- |
10 |
10 |
|
|
|
|
|
|
|
|
|
|
|
At 31 January 2026 |
128B3,710 |
129B29,362 |
130B160,478 |
131B393 |
132B44 |
133B72 |
134B166,099 |
135B360,158 |
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Share |
|
Capital |
|
|
|
|
Share |
premium |
Fair value |
redemption |
Retained |
|
|
|
capital |
account |
reserve |
reserve |
earnings |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 February 2024 |
3,729 |
178B29,345 |
179B188,717 |
180B25 |
182B11,539 |
183B233,355 |
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
184B- |
185B- |
186B99,499 |
187B- |
189B- |
190B99,499 |
|
|
|
|
|
|
|
|
|
Dividends paid (Note 8) |
191B- |
192B- |
193B- |
194B- |
196B(3,964) |
197B(3,964) |
|
|
|
|
|
|
|
|
|
Repurchase of Company shares (Note 20) |
198B- |
199B- |
200B- |
201B- |
203B(835) |
204B(835) |
|
|
|
|
|
|
|
|
|
Cancellation of Company shares (Note 20) |
205B(19) |
206B- |
207B- |
208B19 |
210B- |
211B- |
|
|
|
|
|
|
|
|
|
Share based payment arrangements |
212B- |
11 |
214B- |
215B- |
217B402 |
218B413 |
|
|
|
|
|
|
|
|
|
At 31 January 2025 |
219B3,710 |
220B29,356 |
221B288,216 |
222B44 |
224B7,142 |
225B328,468 |
|
At 1 February 2025 |
3,710 |
178B29,356 |
179B288,216 |
180B44 |
182B7,142 |
183B328,468 |
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
184B- |
185B- |
186B(28,281) |
187B- |
189B76,498 |
190B48,217 |
|
|
|
|
|
|
|
|
|
Dividends paid (Note 8) |
191B- |
192B- |
193B- |
194B- |
196B(7,973) |
197B(7,973) |
|
|
|
|
|
|
|
|
|
Repurchase of Company shares (Note 20) |
198B- |
199B- |
200B- |
201B- |
203B(6,912) |
204B(6,912) |
|
|
|
|
|
|
|
|
|
Share based payment arrangements |
212B- |
213B6 |
214B- |
215B- |
217B400 |
218B406 |
|
|
|
|
|
|
|
|
|
At 31 January 2026 |
219B3,710 |
220B29,362 |
221B259,935 |
222B44 |
224B69,155 |
225B362,206
|
|
|
|
|
|
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1. ACCOUNTING POLICIES
B.P. Marsh & Partners Plc is a public limited company incorporated in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. The address of the Company's registered office is 5th Floor, 4 Matthew Parker Street, London SW1H 9NP. The consolidated financial statements for the year ended 31 January 2026 comprise the financial statements of the Parent Company and its consolidated subsidiaries (collectively "the Group").
Basis of preparation of financial statements
These consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards, and in accordance with the Companies Act 2006.
The consolidated financial statements are presented in sterling, the functional currency of the Group, rounded to the nearest thousand pounds (£'000) except where otherwise indicated.
The preparation of financial statements in conformity with UK-adopted international accounting standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which form the basis of judgements about the carrying amounts of assets and liabilities. Actual results may differ from those amounts.
Going concern
The consolidated financial statements have been prepared on a going concern basis.
In adopting the going concern basis for preparing the financial statements, the directors have considered the Group's business activities, together with the principal risks and uncertainties likely to affect its future development, performance and position. The directors have also reviewed the Group's management accounts projections and cash flow forecasts for the period to 31 January 2028.
The forecasts and projections, taking account of reasonably possible changes in trading performance, indicate that the Group will have sufficient financial resources to continue in operational existence for the foreseeable future and to meet its liabilities as they fall due.
Accordingly, the directors continue to adopt the going concern basis in preparing these consolidated financial statements.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
Significant management judgements
In the process of applying the Group's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10: Consolidated Financial Statements ("IFRS 10") are required to account for their investments in controlled entities, as well as investments in associates at fair value through profit or loss. Subsidiaries that provide investment related services or engage in permitted investment related activities with investees that relate to the parent investment entity's investment activities continue to be consolidated in the Group results. The criteria which define an investment entity are currently as follows:
a) an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;
b) an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
c) an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Group invests directly into portfolio investments and provides investment management services to investors for the purpose of generating returns in the form of investment income and capital appreciation. The Group reports its investment in portfolio investments at fair value. It also produces reports for investors of the funds it manages and its internal management report on a fair value basis. The exit strategy for all investments held by the Group is assessed, initially, at the time of the first investment and this is documented in the investment paper submitted to the Board for approval.
The Board has also concluded that the Company meets the additional characteristics of an investment entity, in that it has more than one investment; the investments are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related parties. The Board has concluded that B.P. Marsh & Partners Plc and its three trading subsidiaries, B.P. Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh Europe Limited, which provide investment related services on behalf of B.P. Marsh & Partners Plc, all meet the definition of an investment entity. These conclusions will be reassessed on an annual basis for changes to any of these criteria or characteristics.
When it is established that a parent company is an investment entity, its subsidiaries are measured at fair value through profit or loss. However, if an investment entity has subsidiaries that provide services that relate to the investment entity's investment activities, the exception to the Amendment of IFRS 10 is not applicable as in this case, the parent investment entity still consolidates the results of its subsidiaries. Therefore, the results of B.P. Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh Europe Limited are consolidated into its Group financial statements for the year.
Significant accounting estimates
Fair value of equity portfolio
The most significant estimates relate to the fair valuation of the equity investment portfolio as detailed in Note 13 to the Financial Statements. The valuation methodology for the investment portfolio is detailed below. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
New Accounting Standards
Standards that have been issued, but are not yet effective for the year ended 31 January 2026 include:
- IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)
The Board is currently assessing the impact of IFRS 18.
There are no other new standards that have been issued, but are not yet effective for the year ended 31 January 2026, which might have a material impact on the Group's financial statements in future periods.
Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control, as defined by IFRS 10, is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
b) exposure, or rights, to variable returns from its involvement with the investee; and
c) the ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
a) rights arising from other contractual arrangements; and
b) the Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.
B.P. Marsh & Partners Plc ("the Company"), an investment entity, has three subsidiary investment entities, B.P. Marsh & Company Limited, B.P. Marsh (North America) Limited and B.P. Marsh Europe Limited, that provide services that relate to the Company's investment activities. The results of these three subsidiaries, together with other subsidiaries (except for LEBC Holdings Limited ("LEBC")), are consolidated into the Group consolidated financial statements. The Group has taken advantage of the Amendment to IFRS 10 not to consolidate the results of LEBC. Instead, the investment in LEBC is valued at fair value through profit or loss.
(ii) Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that are held as part of the Group's investment portfolio are carried in the Consolidated Statement of Financial Position at fair value even though the Group may have significant influence over those companies.
Business combinations
The results of subsidiary undertakings are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
All business combinations are accounted for by using the acquisition accounting method. This involves recognising identifiable assets and liabilities of the acquired business at fair value. Goodwill represents the excess of the fair value of the purchase consideration for the interests in subsidiary undertakings over the fair value to the Group of the net assets and any contingent liabilities acquired. The one exception to the use of the acquisition accounting method was in 2006 when B.P. Marsh & Partners Plc became the legal parent company of B.P. Marsh & Company Limited in a share for share exchange transaction. This was accounted for as a reverse acquisition, such that no goodwill arose, and a merger reserve was created reflecting the difference between the book value of the shares issued by B.P. Marsh & Partners Plc as consideration for the acquisition of the share capital of B.P. Marsh & Company Limited. This compliance with IFRS 3: Business Combinations ("IFRS 3") also represented a departure from the Companies Act.
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that are held as part of the Group's investment portfolio are carried in the Consolidated Statement of Financial Position at fair value even though the Group may have significant influence over those companies. This treatment is permitted by IAS 28: Investment in Associates ("IAS 28"), which requires investments held by venture capital organisations to be excluded from its scope where those investments are designated, upon initial recognition, as at fair value through profit or loss and accounted for in accordance with IFRS 9: Financial Instruments ("IFRS 9"), with changes in fair value recognised in the profit or loss in the period of the change. The Group has no interests in associates through which it carries on its business.
No Statement of Comprehensive Income is prepared for the Company, as permitted by Section 408 of the Companies Act 2006. The Company made a profit for the year of £48,217,730, prior to a dividend distribution of £7,973,123 (2025: profit of £99,498,802 prior to a dividend distribution of £3,963,981).
Employee services settled in equity instruments
The Group has entered into a joint share ownership plan ("JSOP") with certain employees and directors. Refer to Note 24 for further details.
The Group has established an HMRC approved Share Incentive Plan ("SIP"). Ordinary shares in the Company, previously repurchased and held in Treasury by the Company, have been transferred to The B.P. Marsh SIP Trust ("the SIP Trust"), an employee share trust, in order to be issued to eligible employees.
Under the rules of the SIP, eligible employees can each be granted up to £3,600 worth of ordinary shares ("Free Shares") by the SIP Trust in each tax year. The number of shares granted is dependent on the share price at the date of grant. In addition, all eligible employees have been invited to take up the opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership Shares") in each tax year and for every Partnership Share that an employee acquires, the SIP Trust will offer two ordinary shares in the Company ("Matching Shares") up to a total of £3,600 worth of shares. The Free and Matching Shares are subject to a one year forfeiture period, however the awards are not subject to any vesting conditions, hence the related expenses are recognised when the awards are made and are apportioned over the forfeiture period.
The fair value of the services received is measured by reference to the listed share price of the Parent Company's shares listed on the AIM on the date of award of the free and matching shares to the employee.
The Group has also established a Share Option Plan ("SOP") for certain employees and directors. Share Options ("Options") over 1,685,000 ordinary shares of 10p each in the Company, in aggregate, have been granted. 970 Options of the total 1,685,970 available for allocation are unallocated. Refer to Note 24 for further details.
Investments - equity portfolio
All equity portfolio investments are designated as "fair value through profit or loss" assets and are initially recognised at the fair value of the consideration. They are measured at subsequent reporting dates at fair value.
The Board conducts the valuations of equity portfolio investments. In valuing equity portfolio investments, the Board applies guidelines issued by the International Private Equity and Venture Capital Valuation Committee ("IPEV Guidelines"). The following valuation methodologies have been used in reaching the fair value of equity portfolio investments, some of which are in early stage companies:
a) at cost, unless there has been a significant round of new equity finance in which case the investment is valued at the price paid by an independent third party. Where subsequent events or changes to circumstances indicate that an impairment may have occurred, the carrying value is reduced to reflect the estimated extent of impairment;
b) by reference to underlying funds under management;
c) by applying appropriate multiples to the earnings and revenues and/or premiums of the investee company; or
d) by reference to expected future cash flow from the investment where a realisation or flotation is imminent.
Both realised and unrealised gains and losses arising from changes in fair value are taken to the Consolidated Statement of Comprehensive Income for the year. In the Consolidated Statement of Financial Position the unrealised gains and losses arising from changes in fair value are shown within a "fair value reserve" separate from retained earnings. Transaction costs on acquisition or disposal of equity portfolio investments are expensed in the Consolidated Statement of Comprehensive Income.
Equity portfolio investments are treated as 'Non-current Assets' within the Consolidated Statement of Financial Position unless the directors have committed to a plan to sell the investment and an active programme to locate a buyer and complete the plan has been initiated. Where such a commitment exists, and if the carrying amount of the equity portfolio investment will be recovered principally through a sale transaction rather than through continuing use, the investment is classified as an 'Investments - Assets held for sale' under 'Current Assets' within the Consolidated Statement of Financial Position.
Income from equity portfolio investments
Income from equity portfolio investments comprises:
a) gross interest from loans, which is taken to the Consolidated Statement of Comprehensive Income on an accruals basis;
b) dividends from equity investments are recognised in the Consolidated Statement of Comprehensive Income when the shareholders rights to receive payment have been established; and
c) advisory fees from management services provided to investee companies, which are recognised on an accruals basis in accordance with the substance of the relevant investment advisory agreement.
Dividends received from investee companies in the group financial statements and dividends received from subsidiaries in the parent company financial statements are accounted for as income as a return on capital.
Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the property, plant and equipment cost less their estimated residual value, over their expected useful lives on the following bases:
Furniture & equipment - 5 years
Leasehold fixtures and fittings and other costs - over the life of the lease
Right-of-use asset
IFRS 16 requires lessees to recognise a lease liability, representing the present value of the obligation to make lease payments, and a related right of use ("ROU") asset. The lease liability is calculated based on expected future lease payments, discounted using the relevant incremental borrowing rate. An incremental borrowing rate of 5% was used to discount the future lease payments when measuring the lease liability on adoption of IFRS 16.
The ROU asset is recognised at cost less accumulated depreciation and impairment losses, with depreciation charged on a straight-line basis over the life of the lease. In determining the value of the ROU asset and lease liabilities, the Group considers whether any leases contain lease extensions or termination options that the Group is reasonably certain to exercise.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies at the reporting period end are translated at the exchange rate ruling at the reporting period end.
Transactions in foreign currencies are translated into sterling at the foreign exchange rate ruling at the date of the transaction.
Exchange gains and losses are recognised in the Consolidated Statement of Comprehensive Income.
Income taxes
The tax credit or expense represents the sum of the tax currently recoverable or payable and any deferred tax. The tax currently recoverable or payable is based on the estimated taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's receivable or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Consolidated Statement of Financial Position.
Deferred tax arises on differences between the carrying amounts of assets and of liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and it is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each date of the Consolidated Statement of Financial Position and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to the Consolidated Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis.
Pension costs
The Group operates a defined contribution scheme for some of its employees. The contributions payable to the scheme during the period are charged to the Consolidated Statement of Comprehensive Income.
Financial assets and liabilities
Financial instruments are recognised in the Consolidated Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. De-recognition occurs when rights to cash flows from a financial asset expire, or when a liability is extinguished.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting period which are classified as non-current assets. They are stated at their amortised cost less impairment losses and expected loss provisions.
Loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowings. After initial recognition, these are subsequently measured at
amortised cost using the effective interest method, which is the rate that exactly discounts the estimated future cash flows through the expected life of the liabilities. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.
Trade and other receivables
Trade and other receivables in the Consolidated Statement of Financial Position are initially measured at original invoice amount and subsequently measured after deducting any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprise cash and short-term deposits as defined above and other short-term highly liquid investments that are readily convertible into cash and are subject to insignificant risk of changes in value, net of bank overdrafts.
Trade and other payables
Trade and other payables are stated based on the amounts which are considered to be payable in respect of goods or services received up to the date of the Consolidated Statement of Financial Position.
Called up share capital
Called up share capital represents the nominal value of shares that have been issued and fully or partly paid by shareholders. Incremental costs directly attributable to the issue of shares are recognised as a deduction from equity, net of any related tax effects.
Reserves
Share premium account
The share premium account represents the excess of consideration received over the nominal value of shares issued, net of directly attributable issue costs. The reserve is non-distributable except in accordance with applicable company law.
Fair value reserve
The fair value reserve comprises cumulative net changes in the fair value of financial assets measured at fair value through profit or loss, net of any deferred tax provision made. Amounts are transferred to profit or loss or retained earnings where required on disposal or derecognition of the related asset.
Reverse acquisition reserve The reverse acquisition reserve arises from business combinations accounted for as reverse acquisitions under International Accounting Standards Board IFRS 3. The reserve reflects the difference between the legal parent's equity structure and the deemed consideration accounted for in the transaction
Capital redemption reserve
The capital redemption reserve represents amounts transferred from distributable reserves in connection with the redemption or purchase of the Company's own shares in accordance with applicable company law. The reserve is treated as non-distributable.
Capital contribution reserve
The capital contribution reserve represents contributions received from shareholders that do not result in the issue of shares and are therefore recognised directly in equity. The reserve may also include the value of share-based payments or other capital contributions settled by parent entities on behalf of the Group.
Retained earnings Retained earnings represent cumulative profits and losses recognised in the consolidated statement of comprehensive income, net of dividends paid and other adjustments recognised directly in equity. Retained earnings may include realised and unrealised amounts available for distribution subject to applicable legal and regulatory requirements.
2. SEGMENTAL REPORTING
During the year, the directors have reassessed the Group's reportable segments and have determined that reporting as one segment better reflects the information the directors use to assess the performance of the business.
The Group operates in one business segment, provision of consultancy services to, as well as making and trading investments in, financial services businesses. The directors consider that there is one reportable segment for the group as all investments are monitored individually by the Board, which is considered to be the Chief Operating Decision maker based on the definitions with IFRS 8: Operating Segments ("IFRS 8").
The Group has undertaken an assessment of each of its investee companies' underlying revenues, specifically focusing on the geographical origin of this revenue. Geographical analysis of each investee company's 2026 and 2025 revenue budgets was carried out and, based upon this analysis, the directors have determined that on a look-through basis, the Group's portfolio of investee companies can also be analysed as follows and all the income arises at a point in time:
|
|
2026 |
2025 |
|
|
% |
% |
|
|
|
|
|
UK |
11 |
6 |
|
Non-UK |
89 |
94 |
|
Total |
100 |
100 |
|
|
|
|
|
3. OPERATING EXPENSES |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Staff costs (Note 6) |
11,380 |
11,104 |
|
Other operating costs |
3,410 |
2,568 |
|
|
14,790 |
13,672 |
|
|
|
|
|
4. FINANCIAL EXPENSES |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Interest costs on lease liability (Note 21) |
21 |
30 |
|
Investment management costs (Note 14) |
76 |
107 |
|
|
97 |
137 |
|
|
|
|
|
5. FINANCIAL INCOME |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Bank and similar interest |
255 |
709 |
|
Income from treasury portfolio investments - interest, dividend and similar income (Note 14) |
1,668 |
2,475 |
|
|
1,923 |
3,184 |
|
|
|
|
6. STAFF COSTS
The average number of employees, including all directors (executive and non-executive), employed by the Group during the year was 18 (2025: 17); 6 of those are in a management role (2025: 6) and 12 of those are in a support role (2025: 11). All remuneration was paid by B.P. Marsh & Company Limited.
|
The related staff costs were: |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Wages and salaries |
9,213 |
9,114 |
|
Social security costs |
1,492 |
1,321 |
|
Pension costs |
289 |
277 |
|
Other employment costs (Note 24) |
386 |
392 |
|
|
11,380 |
11,104 |
|
|
|
|
Share-based charges of £79,787 (2025: £85,780) relating to the SIP and £306,129 (2025: £305,924) relating to the SOP are included within 'Other employment costs' above. No charges relating to the Joint Share Ownership Agreements are included within 'Other employment costs' above as the scheme vested during the year to 31 January 2022.
7. DIRECTORS' EMOLUMENTS
|
|
2026 |
2025 |
|
The aggregate emoluments of the directors were: |
£'000 |
£'000 |
|
|
|
|
|
Management services - remuneration |
4,777 |
4,924 |
|
Fees |
143 |
53 |
|
Pension contributions - remuneration |
103 |
101 |
|
|
5,023 |
5,078 |
Of the £79,787 (2025: £85,780) charge relating to the SIP and £306,129 (2025: £305,924) charge relating to the SOP, as set out in Note 6, £21,760 (2025: £28,593) and £156,154 (2025: £148,643) related to the directors respectively. Refer to Note 24 for further details.
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Highest paid director |
|
|
|
Emoluments |
1,981 |
1,640 |
|
Pension contribution |
10 |
41 |
|
|
1,991 |
1,681 |
The total emoluments of the highest paid director disclosed above for the prior year included £500,000 paid to that director in respect of loss of office.
The Company contributes into defined contribution pension schemes on behalf of certain employees and directors. Contributions payable are charged to the Consolidated Statement of Comprehensive Income in the period to which they relate.
During the year, 3 directors (2025: 4) accrued benefits under these defined contribution pension schemes.
The key management personnel comprise only the directors for both the current and prior periods.
|
8. DIVIDENDS |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Ordinary dividends |
|
|
|
|
|
|
|
Dividends paid: |
|
|
|
6.78 pence per share on 36,839,869 Ordinary shares (2025: 2.68 pence per share on 36,974,191 Ordinary shares) |
2,498 |
991 |
|
8.08 pence per share on 36,855,555 Ordinary shares (2025: 2.68 pence per share on 36,974,191 Ordinary shares) |
2,978 |
991 |
|
6.78 pence per share on 36,835,555 Ordinary shares (2025: 5.36 pence per share on 36,980,671 Ordinary shares) |
2,497 |
1,982 |
|
|
|
|
|
|
7,973 |
3,964 |
|
|
|
|
No dividend is payable on the 236,259 unallocated shares held by the Employee Benefit Trust or the shares held in Treasury.
|
9. PROFIT BEFORE TAXATION |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
The profit for the year is arrived at after charging/(crediting): |
|
|
|
|
|
|
|
Depreciation and amortisation of property, plant & equipment, and right-of-use asset |
199 |
200 |
|
Auditor's remuneration: |
|
|
|
Audit fees for the Company |
125 |
49 |
|
Other services: |
|
|
|
-Audit of subsidiaries' accounts |
50 |
18 |
|
-Audit related services |
20 |
- |
|
-Taxation |
- |
18 |
|
-Other advisory |
- |
12 |
|
Exchange loss / (gain) |
737 |
(79) |
Auditor's remuneration disclosed above for the year ended 31 January 2026 are fees payable to RSM UK Audit LLP (2025: Rawlinson & Hunter Audit LLP).
|
10. INCOME TAX EXPENSE |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Current tax: |
|
|
|
Current tax on profits for the year |
32 |
34 |
|
Adjustments in respect of prior years |
- |
- |
|
|
|
|
|
Total current tax |
32 |
34 |
|
|
|
|
|
Deferred tax (Note 18): |
|
|
|
Origination and reversal of temporary differences |
749 |
5,160 |
|
|
|
|
|
Total deferred tax |
749 |
5,160 |
|
|
|
|
|
Total income taxes charged in the Consolidated Statement of Comprehensive Income |
781 |
5,194 |
The tax assessed for the year is lower (2025: lower) than the standard rate of corporation tax in the UK. The differences are explained below:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Profit before tax |
48,998 |
104,693 |
|
|
|
|
|
Profit on ordinary activities at the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%) |
12,250 |
26,173 |
|
Tax effects of: |
|
|
|
Expenses not deductible for tax purposes |
402 |
355 |
|
Withholding tax suffered at source on overseas income |
32 |
34 |
|
(Non-taxable)/taxable capital gains on disposal of investments |
(4,608) |
(4,323) |
|
Other effects: |
|
|
|
Non-taxable income (dividends received) |
(1,294) |
(977) |
|
Non-taxable income (unrealised gains on equity portfolio revaluation) |
(7,414) |
(17,512) |
|
Management expenses unutilised |
1,413 |
1,444 |
|
|
|
|
|
Total income taxes charged in the Consolidated Statement of Comprehensive Income |
781 |
5,194 |
Refer to Note 18 for the deferred tax liability relating to the Group's unrealised gains on the equity portfolio.
11. EARNINGS AND NET ASSET VALUE PER SHARE FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS
|
|
2026 £'000 |
2025 £'000 |
|
Earnings |
|
|
|
Earnings for the purpose of basic and diluted earnings per share being total comprehensive income attributable to equity shareholders |
48,217 |
99,499 |
|
|
|
|
|
Earnings per share - basic |
132.6p |
269.5p |
|
Earnings per share - diluted |
125.9p |
256.2p |
|
|
|
|
|
Number of shares |
Number |
Number |
|
Weighted average number of ordinary shares for the purposes of basic earnings per share |
36,369,701 |
36,919,364 |
|
|
|
|
|
Number of dilutive shares under option1 |
1,921,259 |
1,918,759 |
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of dilutive earnings per share |
38,290,960 |
38,838,123 |
1 The number of dilutive shares under option as at 31 January 2026 comprised 236,259 (2025: 236,259) unallocated JSOP shares held within the Employee Benefit Trust and 1,685,000 (2025: 1,682,500) options held under the Group's Share Option Plan (Note 24).
|
|
2026 £'000 |
2025 £'000 |
|
Net Asset Value |
|
|
|
|
|
|
|
Basic Net Asset Value |
|
|
|
Net Asset Value attributable to equity shareholders |
360,158
|
326,410
|
|
Adjustment to Net Asset Value1 |
1,476
|
1,476
|
|
Adjusted Net Asset Value for the purposes of basic Net Asset Value per share being total Net Asset Value attributable to equity shareholders |
361,634 |
327,886 |
|
|
|
|
|
Diluted Net Asset Value |
|
|
|
Net Asset Value attributable to equity shareholders |
360,158
|
326,410
|
|
Adjustment to Net Asset Value2 |
1,980
|
1,980
|
|
Adjusted Net Asset Value for the purposes of diluted Net Asset Value per share being total Net Asset Value attributable to equity shareholders |
362,138 |
328,390 |
|
|
|
|
|
Adjusted Net Asset Value per share - basic |
1009.9p |
890.0p |
|
Adjusted Net Asset Value per share - diluted |
959.8p |
847.3p |
|
|
|
|
|
Number of shares |
Number |
Number |
|
Number of ordinary shares for the purposes of basic Net Asset Value per share |
35,808,741 |
36,839,869 |
|
|
|
|
|
Number of dilutive shares under option3 |
1,921,259 |
1,918,759 |
|
|
|
|
|
Number of ordinary shares for the purposes of dilutive Net Asset Value per share |
37,730,000 |
38,758,628 |
1 Adjustment to Net Asset Value represents the cash receivable by the Group when the 525,240 (2025: 525,240) remaining allocated ordinary shares that are held under joint ownership arrangements within the Employee Benefit Trust, and which were considered fully dilutive as at 31 January 2026, are sold.
2 Adjustment to Net Asset Value represents the cash receivable by the Group when the total remaining 761,499 (2025: 761,499) allocated and unallocated ordinary shares that are held under joint ownership arrangements within the Employee Benefit Trust, are sold.
3 The number of dilutive shares under option as at 31 January 2026 comprised 236,259 (2025: 236,259) unallocated JSOP shares held within the Employee Benefit Trust and 1,685,000 (2025: 1,682,500) options held under the Group's Share Option Plan (Note 24).
12. PROPERTY, PLANT AND EQUIPMENT
|
|
Furniture and Equipment £'000 |
Leasehold Fixtures and Fittings and Others £'000 |
Total £'000 |
|
|
|
|
|
|
Group |
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
At 1 February 2024 |
161 |
152 |
313 |
|
Additions |
33 |
21 |
54 |
|
At 31 January 2025 |
194 |
173 |
367 |
|
|
|
|
|
|
At 1 February 2025 |
194 |
173 |
367 |
|
Additions |
23 |
223 |
246 |
|
Disposals |
(64) |
(18) |
(82) |
|
At 31 January 2026 |
153 |
378 |
531 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
At 1 February 2024 |
140 |
108 |
248 |
|
Charge for the year |
13 |
22 |
35 |
|
At 31 January 2025 |
153 |
130 |
283 |
|
|
|
|
|
|
At 1 February 2025 |
153 |
130 |
283 |
|
Eliminated on disposal |
(64) |
(18) |
(82) |
|
Charge for the year |
15 |
19 |
34 |
|
At 31 January 2026 |
104 |
131 |
235 |
|
|
|
|
|
|
Net book value |
|
|
|
|
At 31 January 2026 |
49 |
247 |
296 |
|
At 31 January 2025 |
41 |
43 |
84 |
|
At 31 January 2024 |
21 |
44 |
65 |
13. INVESTMENTS - EQUITY PORTFOLIO
|
Group |
Shares in investee companies |
|
||
|
|
Continuing investments |
Current Assets - Investments held for sale
|
Total |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
At valuation |
|
|
|
|
|
|
|
|
|
|
|
At 1 February 2024 |
115,833 |
49,549 |
165,382 |
|
|
Additions |
31,501 |
- |
31,501 |
|
|
Disposals |
(13,446) |
(49,549) |
(62,995) |
|
|
Unrealised gains in this period |
90,207 |
- |
90,207 |
|
|
At 31 January 2025 |
224,095 |
- |
224,095 |
|
|
|
|
|
|
|
|
At 1 February 2025 |
224,095 |
- |
224,095 |
|
|
Additions |
37,882 |
- |
37,882 |
|
|
Disposals |
(20,861) |
- |
(20,861) |
|
|
Unrealised gains in this period |
32,650 |
- |
32,650 |
|
|
At 31 January 2026 |
273,766 |
- |
273,766 |
|
|
|
|
|
|
|
|
At cost |
|
|
|
|
|
|
|
|
|
|
|
At 1 February 2024 |
45,923 |
4 |
45,927 |
|
|
Additions |
31,501 |
- |
31,501 |
|
|
Disposals |
(308) |
(4) |
(312) |
|
|
At 31 January 2025 |
77,116 |
- |
77,116 |
|
|
|
|
|
|
|
|
At 1 February 2025 |
77,116 |
- |
77,116 |
|
|
Additions |
37,882 |
- |
37,882 |
|
|
Disposals |
(6,437) |
- |
(6,437) |
|
|
Removal of legacy costs associated with fully impaired investments1 |
(7,870) |
- |
(7,870) |
|
|
At 31 January 2026 |
100,691 |
- |
100,691 |
|
1 During the year, the Group reviewed the status of legacy balances associated with equity portfolio investments that had previously been fully impaired or liquidated. As a result, an amount of £7,869,798 was derecognised relating to historical equity costs that no longer existed as the underlying investments had either been liquidated or were in a prolonged administration process with no prospect of recovery. This has been presented as a separate line item within the movement in equity portfolio investments for the period. The adjustment had no impact on either the Group's consolidated profit for the period or the net asset value as at 31 January 2026, as the underlying investments had previously been fully written down. However, the adjustment has been recognised as a transfer between the Fair Value Reserve and the Retained Earnings Reserve.
Note 23 contains details of the fair value methodology.
Group investments by valuation
|
Name of company |
2026 Fair Value |
2025 Fair Value |
|
|
£'000 |
£'000 |
|
|
|
|
|
Pantheon Specialty Group Limited |
106,990 |
91,500 |
|
XPT Group LLC |
64,030 |
59,900 |
|
ATC Insurance Solutions PTY Limited |
37,680 |
30,650 |
|
iO Finance Partners TopCo Limited |
10,000 |
NI |
|
Oneglobal Broking Holdings Limited |
10,000 |
NI |
|
The Fiducia MGA Company Limited |
7,380 |
6,460 |
|
LEBC Holdings Limited |
7,120 |
9,770 |
|
Sodalis Capital Limited |
5,337 |
NI |
|
Agri Services Company PTY Limited |
5,060 |
2,720 |
|
Volt UW HoldCo Limited |
4,250 |
- |
|
Dempsey Group Limited |
4,000 |
30 |
|
CEE Specialty s.r.o. |
3,230 |
2,350 |
|
Sage Program Underwriters Inc |
2,210 |
2,170 |
|
Devonshire UW Topco Limited |
1,500 |
300 |
|
Gambit Risk Finance LLC |
1,370 |
NI |
|
Cameron Specialty HoldCo Limited |
1,100 |
NI |
|
Verve Risk Services Limited |
860 |
625 |
|
SRT & Partners Limited |
830 |
150 |
|
Amiga Specialty Holdings Limited |
706 |
NI |
|
Asia Reinsurance Brokers Pte Limited |
110 |
1,100 |
|
XPT Producer Co LLC |
3 |
NI |
|
Salus Capital Partners Limited |
- |
NI |
|
New Denison Limited |
- |
- |
|
Stewart Specialty Risk Underwriting Limited |
S |
13,170 |
|
Neutral Bay Investments Limited (Sterling Insurance PTY Limited) |
S |
3,200 |
|
|
|
|
|
|
273,766 |
224,095 |
|
NI = Not invested |
|
|
|
S = Investment sold during the year |
|
|
|
Group equity additions during the year by investment |
2026 |
|
|
£'000 |
|
|
|
|
iO Finance Partners TopCo Limited |
10,000 |
|
Oneglobal Broking Holdings Limited |
10,000 |
|
Pantheon Specialty Group Limited |
5,500 |
|
Sodalis Capital Limited |
5,337 |
|
ATC Insurance Solutions PTY Limited |
3,127 |
|
Gambit Risk Finance LLC |
1,395 |
|
XPT Group LLC |
1,344 |
|
Cameron Specialty HoldCo Limited |
1,100 |
|
Verve Risk Services Limited |
76 |
|
XPT Producer Co LLC |
3 |
|
Amiga Specialty Holdings Limited1 |
- |
|
Salus Capital Partners Limited1 |
- |
|
|
|
|
|
37,882 |
1Equity investment made at nominal value (less than £100)
On 23 April 2025 the Group acquired an 8% cumulative preferred ordinary equity stake in iO Finance Partners Topco Limited ("iO Partners"), via a mixture of preferred and ordinary shares, for consideration of £10,000,000. iO Partners is a buy-and-build opportunity within the alternative financing market, intending to bring together a diverse group of alternative finance providers to support and grow the UK economy and SME market.
On 4 June 2025 the Group acquired a 49% cumulative preferred ordinary equity stake in Amiga Specialty Holdings Limited ("Amiga") for a nominal consideration of £49. Amiga is a start-up entity which is looking to build an international specialty underwriting agency, with a diverse portfolio of specialty products across key international markets, both organically and via a targeted M&A strategy. The Group also provided Amiga with a loan facility of up to £10,000,000, of which £1,625,000 had been drawn down as at 31 January 2026, with a remaining undrawn facility of £8,375,000 (Note 22).
On 16 June 2025 the Group acquired a 27.03% equity stake in Cameron Specialty HoldCo Limited ("Cameron Specialty") for consideration of £1,100,000. Cameron Specialty is a London-based underwriting agency specialising in UK property insurance in the commercial combined and property owners sectors. The Group also provided Cameron Specialty with a loan facility of up to £600,000, of which £300,000 had been drawn down as at 31 January 2026, with a remaining undrawn facility of £300,000 (Note 22).
On 24 June 2025 the Group acquired a further 2% cumulative preferred ordinary equity stake in Pantheon Specialty Group Limited ("Pantheon") for consideration of £5,500,000, split equally from its founders Robert Dowman and Michael Lee. The investment increased the Group's equity holding from 37% as at 31 January 2025 to 39% at 31 January 2026.
On 8 July 2025 the Group acquired a further 1.44% equity stake in ATC Insurance Solutions PTY Limited ("ATC") for non-cash consideration of AUD 6,542,481 (£3,126,708) which was facilitated through the Group's disposal of its entire holding in Sterling Insurance PTY Limited ("Sterling") to ATC (Note 15). The acquisition of further shares in ATC increased the Group's equity holding from 25.56% as at 31 January 2025 to 27.00% as at 31 January 2026.
On 8 August 2025 the Group acquired an effective 8.33% preferred equity interest in Gambit Risk Finance LLC ("Gambit") through a special purpose vehicle, RSP/BP Marsh Investco LLC (via its wholly-owned subsidiary company B.P. Marsh (North America) Limited). Gambit is a newly created Bermuda-based reinsurance vehicle which provides capped risk capital to select existing profitable underwriting programmes within XPT Group LLC ("XPT"), a fellow investee company of the Group, specifically within XPT's underwriting arm, Platinum Specialty Underwriters. The initial consideration provided by the Group on completion of the investment was $1,875,000 (£1,394,508). The Group has committed to a maximum capital of $5,000,000, alongside XPT senior management who have committed up to $10,000,000 (Note 22).
On 1 September the Group acquired, through its wholly-owned subsidiary company B.P. Marsh (North America) Limited, a 35% equity stake in XPT Producer Co LLC ("XPT Producer Co") for nominal consideration of USD 3,500 (£2,565). XPT Producer Co is a new US based platform which has been established to enable XPT, a fellow investee company of the Group, to recruit and incubate new producers. This new vehicle gives XPT the ability to accelerate its growth strategy of hiring experienced, quality, revenue generating producers. The Group also provided XPT Producer Co with an initial loan facility of up to USD 12,500,000 (extended to USD 13,500,000 in December 2025), of which USD 8,500,000 (£6,169,507) had been drawn down as at 31 January 2026, with a remaining undrawn facility of USD 5,000,000 (Note 22).
On 22 September 2025 the Group acquired a 35% cumulative preferred ordinary equity stake in Salus Capital Partners Limited ("Salus") for nominal consideration of £35. Salus is a UK-based insurance intermediary group specialising in professional indemnity insurance. The Group also provided Salus with a loan facility of up to £2,000,000, of which £750,000 had been drawn down as at 31 January 2026, with a remaining undrawn facility of £1,250,000 (Note 22).
On 30 September 2025 the Group acquired a 10% equity interest in the Cumulative Convertible Preference shares of Oneglobal Broking Holdings Limited ("Oneglobal"), the JC Flowers & Co majority-owned London-based international retail and wholesale insurance broker, for consideration of £10,000,000. The subscription was made through Oneglobal's Cayman registered holding company, Otto Holdings (Cayman) Ltd ("Otto").
On 26 November 2025 the Group acquired a 26.67% preferred equity stake in Sodalis Capital Limited ("Sodalis") for consideration of £5,337,333. Sodalis is a newly formed insurance intermediary group focusing on UK and international underwriting, wholesale broking and related services and has been established to pursue a buy-and-build strategy within the international insurance intermediary sector, targeting specialist underwriting and wholesale broking platforms across the UK, Europe and the Middle and Far East.
On 29 December 2025 the Group acquired, through its wholly-owned subsidiary company B.P. Marsh (North America) Limited, a further 0.39% equity stake in XPT for USD 905,168 (£670,942) from a management shareholder. In addition, on 15 January 2026, the Group acquired a further 0.39% equity stake from another management shareholder for USD 905,168 (£673,493) on the same terms as the December 2025 acquisition. Following these investments and other equity events, the Group's fully diluted shareholding in XPT increased from 28.98% as at 31 January 2025 to 30.49% as at 31 January 2026.
On 9 January 2026 the Group acquired a further 4% cumulative preferred ordinary equity stake in Verve Risk Services Limited ("Verve") from one of its founder shareholders Scott Simmons for consideration of £76,000. The investment increased the Group's equity holding from 35% as at 31 January 2025 to 39% at 31 January 2026.
Refer to Note 15 for details of the disposals made by the Group during the year.
The Companies Act requires additional information to be disclosed in respect of significant investments, which are defined for this purpose as holdings of 20% or more of any class of shares. These disclosures are as follows. All investee companies listed below were incorporated in the United Kingdom except for Agri Services Company PTY Limited (Australia), Asia Reinsurance Brokers Pte Limited (Singapore), ATC Insurance Solutions PTY Limited (Australia), CEE Specialty s.r.o (Czech Republic), Gambit Risk Finance LLC (USA), Sage Program Underwriters, Inc. (USA), XPT Group LLC (USA) and XPT Producer Co LLC (USA).
|
|
% holding |
% holding |
|
|
|
of share |
of share |
|
|
|
capital at |
capital at |
|
|
Name of company |
2026 |
2025 |
Principal activity |
|
|
|
|
|
|
Agri Services Company PTY Limited |
41.00 |
41.00 |
Holding company for specialist Australian agricultural Managing General Agency |
|
|
|
|
|
|
Amiga Specialty Holdings Limited |
49.00 |
- |
Holding company for specialist Managing General Agency |
|
|
|
|
|
|
Asia Reinsurance Brokers Pte Limited |
25.00 |
25.00 |
Specialist reinsurance broker |
|
|
|
|
|
|
ATC Insurance Solutions PTY Limited |
27.00 |
25.56 |
Specialist Australian Managing General Agency |
|
|
|
|
|
|
Cameron Specialty Holdco Limited |
27.03 |
- |
Holding company for specialist Managing General Agency |
|
|
|
|
|
|
CEE Specialty s.r.o. |
44.00 |
44.00 |
Specialist Managing General Agency |
|
|
|
|
|
|
Dempsey Group Limited |
30.00 |
30.00 |
Holding company for specialist Managing General Agency |
|
|
|
|
|
|
Devonshire UW Topco Limited |
30.00 |
30.00 |
Specialist Managing General Agency |
|
|
|
|
|
|
The Fiducia MGA Company Limited |
35.18 |
35.18 |
Specialist UK Marine Cargo Underwriting Agency |
|
|
|
|
|
|
Gambit Risk Finance LLC |
8.33 |
- |
Specialist reinsurance vehicle |
|
|
|
|
|
|
iO Finance Partners Topco Limited |
8.00 |
- |
Specialist SME finance platform |
|
|
|
|
|
|
LEBC Holdings Limited |
61.99 |
61.86 |
Independent financial advisor company |
|
|
|
|
|
|
New Denison Limited |
40.00 |
40.00 |
Dormant company |
|
|
|
|
|
|
Oneglobal Broking Holdings Limited |
10.00 |
- |
Specialist Insurance Broker |
|
|
|
|
|
|
Pantheon Specialty Group Limited |
39.00 |
37.00 |
Holding company for specialist insurance broker |
|
|
|
|
|
|
Salus Capital Partners Limited |
35.00 |
- |
Specialist insurance intermediary group |
|
|
|
|
|
|
Sage Program Underwriters, Inc |
30.00 |
30.00 |
Specialist Managing General Agency |
|
|
|
|
|
|
|
|
|
|
|
SRT & Partners Limited |
30.00 |
30.00 |
Specialist Insurance Broker |
|
|
|
|
|
|
Verve Risk Services Limited |
39.00 |
35.00 |
Specialist Managing General Agency |
|
|
|
|
|
|
Volt UW HoldCo Limited |
25.50 |
25.50 |
Specialist Managing General Agency |
|
|
|
|
|
|
XPT Group LLC |
30.49 |
28.98 |
USA Specialty lines insurance distribution company |
|
|
|
|
|
|
XPT Producer Co LLC |
35.00 |
- |
Specialist producer acquisition platform |
|
|
|
|
|
The Group's 35% equity investment in EC3 Brokers Group Limited has not been listed above as the company went into administration in November 2022 and remained in administration as at 31 January 2026. The Group does not expect to recover any amounts in respect of this investment which has been provided against in full.
The Group's 29.4% equity investment in Criterion Underwriting Pte Limited ("Criterion") has not been listed above as Criterion was struck off the register during the year and is no longer an investment of the Group.
|
|
Shares in |
|
|
|
Company |
group |
Capital |
|
|
|
undertakings |
contributions |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
At valuation |
|
|
|
|
|
|
|
|
|
At 1 February 2024 |
190,859 |
38,383 |
229,242 |
|
Additions |
- |
- |
- |
|
Movement in capital contribution in this period |
- |
(2,260) |
(2,260) |
|
Unrealised gains in this period |
99,500 |
- |
99,500 |
|
At 31 January 2025 |
290,359 |
36,123 |
326,482 |
|
|
|
|
|
|
At 1 February 2025 |
290,359 |
36,123 |
326,482 |
|
Additions |
- |
- |
- |
|
Movement in capital contribution in this period |
- |
62,019 |
62,019 |
|
Unrealised losses in this period |
(28,281) |
- |
(28,281) |
|
At 31 January 2026 |
262,078 |
98,142 |
360,220 |
|
|
|
|
|
|
At cost |
|
|
|
|
|
|
|
|
|
At 1 February 2024 |
2,143 |
38,383 |
40,526 |
|
Additions/movements in capital contribution |
- |
(2,260) |
(2,260) |
|
At 31 January 2025 |
2,143 |
36,123 |
38,266 |
|
|
|
|
|
|
At 1 February 2025 |
2,143 |
36,123 |
38,266 |
|
Additions/movements in capital contribution |
- |
62,019 |
62,019 |
|
At 31 January 2026 |
2,143 |
98,142 |
100,285 |
|
|
|
|
|
The Company's shares in group undertakings are stated at fair value based on the net assets at the reporting date, with movements in the year recognised as unrealised gains or losses as set out in the table above.
Loans to the subsidiaries of £98,142,174 (2025: £36,122,975) are treated as capital contributions.
Shares in group undertakings
All group undertakings are registered in England and Wales. The details of group undertakings held throughout the year are as follows:
|
|
|
|
|
|
% |
|
|
|
Holding |
|
|
|
of share |
|
|
Name of company |
capital |
Principal activity |
|
|
|
|
|
B.P. Marsh & Company Limited |
100 |
Consulting services and investment holding company |
|
|
|
|
|
Marsh Insurance Holdings Limited |
100 |
Investment holding company - dormant |
|
|
|
|
|
B.P. Marsh Asset Management Limited |
100 |
Dormant |
|
|
|
|
|
B.P. Marsh (North America) Limited* |
100 |
Investment holding company |
|
|
|
|
|
B.P. Marsh Europe Limited |
100 |
Investment holding company |
|
|
|
|
|
B.P. Marsh & Co. Trustee Company Limited |
100 |
Dormant |
|
|
|
|
|
Marsh Development Capital Limited |
100 |
Dormant |
|
|
|
|
|
XPT London Limited |
100 |
Dormant |
|
|
|
|
*At the year end B.P. Marsh (North America) Limited held a 100% economic interest in RHS Midco I LLC, a US registered entity incorporated during the year to 31 January 2018 for the purpose of holding the Group's equity investment in XPT Group LLC. In addition, at the year end B.P. Marsh (North America) Limited also held a 100% economic interest in B.P. Marsh US LLC, a US registered entity, which was incorporated during the year to 31 January 2018. There were no profit or loss transactions in either of these two US registered entities during the current or prior year.
In addition, the Group also controls the B.P. Marsh SIP Trust and the B.P. Marsh Employees' Share Trust (Note 24).
At the year end the Group also held a 100% equity interest in Neutral Bay Investments Limited ("Neutral Bay") following the redemption and restructuring of share capital which occurred following the disposal of Neutral Bay's holding in Sterling Insurance PTY Limited during the year (Note 15).
14. CASH AND CASH EQUIVALENTS
|
Group |
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
Cash and cash equivalents comprise: |
|
|
|
|
|
|
|
|
|
|
|
Treasury portfolio - current investments |
|
36,085 |
|
51,693 |
|
Cash and bank balances |
|
13,395 |
|
22,444 |
|
|
|
49,480 |
|
74,137 |
|
Treasury portfolio - current investments |
|
|
|
|
|
|
|
|
|
|
|
At valuation |
|
2026 |
|
2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Market value at 1 February |
|
51,693 |
|
27,525 |
|
Additions at cost |
|
35,795 |
|
69,730 |
|
Disposals |
|
(52,995) |
|
(47,930) |
|
Interest, dividend and similar income generated in the year, net of investment management costs |
|
1,592 |
|
2,368 |
|
Market value at 31 January |
|
36,085 |
|
51,693 |
|
|
|
|
|
|
|
Disclosed as: |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
36,085 |
|
51,693 |
|
Total |
|
36,085 |
|
51,693 |
|
|
|
|
|
|
|
Investment fund split: |
|
|
|
|
|
|
|
|
|
|
|
GAM London Limited |
|
11,451 |
|
17,268 |
|
Rathbone Investment Management Limited |
|
12,903 |
|
12,484 |
|
Rothschild & Co Wealth Management UK Limited |
|
11,731 |
|
21,941 |
|
Total |
|
36,085 |
|
51,693 |
|
|
|
|
|
|
The treasury portfolio comprises of investment funds managed and valued by the Group's investment managers, GAM London Limited, Rathbone Investment Management Limited and Rothschild & Co Wealth Management UK Limited.
The purpose of the funds is to hold (and grow) the Group's surplus cash until such time that suitable investment opportunities arise.
As at 31 January 2026 all amounts held in the funds were non-risk interest bearing deposits (as at 31 January 2025 all amounts held within the funds were non-risk interest bearing deposits).
Investment management costs of £75,921 (2025: £106,793) were charged to the Consolidated Statement of Comprehensive Income during the period.
Company
Cash and bank balances held by the Company as at 31 January 2026 were £7,158 (2025: £7,218).
15. REALISED GAINS / (LOSSES) ON DISPOSAL OF EQUITY INVESTMENTS
|
Group |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Net realised gains on disposal of investments |
19,651 |
17,292 |
|
|
|
|
|
|
19,651 |
17,292 |
|
|
|
|
|
The realised gains / (losses) on disposal of investments comprise: |
|
|
|
|
|
|
|
Stewart Specialty Risk Underwriting Limited |
14,382 |
- |
|
Paladin Holdings Limited |
4,122 |
9,008 |
|
LEBC Holdings Limited |
1,220 |
- |
|
Sterling Insurance PTY Limited |
(73) |
- |
|
Lilley Plummer Holdings Limited |
- |
8,281 |
|
Walsingham Holdings Limited |
- |
3 |
|
|
|
|
|
|
19,651 |
17,292 |
|
|
|
|
The realised gains and losses on disposal of equity investments arising during the year are as follows:
£14,382,436 of the net gain was in relation to the Group's disposal of its entire fully diluted 28.2% holding in Stewart Specialty Risk Underwriting Limited ("SSRU") to Ryan Specialty, LLC, which completed on 3 December 2025. On completion, the Group received initial cash consideration of £27,552,436, which when compared to the fair value of £13,170,000 at 1 February 2025, resulted in the net realised gain of £14,382,436. The cash proceeds received also represented an overall gain of £27,552,417 above the net cost of investment. Further performance related deferred contingent consideration is payable to SSRU's shareholders in 2026, based on SSRU's performance to 31 December 2025. Refer to Note 26 for further details of amounts received by the Group since the year end.
£4,122,376 of the net gain relates to the revaluation of the Group's deferred contingent consideration debtor balance held within the Consolidated Statement of Financial Position in relation to the sale of its investment Paladin Holdings Limited ("Paladin") in March 2024. The carrying value of the deferred contingent consideration as at 1 February 2025 was £14,541,000. During the year the Group received the first tranche of deferred contingent consideration due in respect of Paladin's 2024 financial year, amounting to £9,172,141. As at 31 January 2026 the balance (second tranche) of the expected deferred contingent consideration due in respect of Paladin's 2025 financial year was revalued at £9,491,235 resulting in the £4,122,376 gain recognised within the Consolidated Statement of Financial Position. Refer to Note 26 for further details of amounts received by the Group since the year end.
£1,219,606 of the net gain relates to the receipt of a distribution from LEBC Holdings Limited ("LEBC") following LEBC's receipt (in June 2025) of the first tranche of deferred contingent consideration due over a three year earn-out period in respect of the sale of 100% of Aspira Corporate Solutions Limited, a wholly-owned subsidiary of LEBC, to Titan Wealth Holdings Limited which completed in April 2024. The Group received £5,710,825 in respect of its pro rata proportion of the deferred contingent consideration on 2 September 2025 and the Group has recognised the receipt of the distribution from LEBC as a partial disposal and written off a proportionate amount of the Group's original cost of investment in LEBC against the proceeds received, resulting in the gain of £1,219,606 recognised within the Consolidated Statement of Financial Position. Further proceeds are expected to be received by the Group in 2026 and 2027 and as part of the first payment, all future performance criteria required for the payment of the remaining two deferred consideration payments have been removed.
The realised loss of £(73,291) relates to the disposal of the Group's entire holding in Sterling Insurance PTY Limited ("Sterling"). On 30 May 2025 the Group completed the disposal of its c.19.7% investment in Sterling, held via a 49.9% equity holding in Neutral Bay Investments Limited ("Neutral Bay"). Sterling was acquired by ATC, in which the Group is also a shareholder. Under the terms of the transaction ATC acquired 100% of Sterling and the Group's consideration for the sale of AUD 6,542,481 (£3,126,708) was received in shares in ATC. The non-cash proceeds received (facilitated via a redemption of capital in Neutral Bay, which completed subsequent to the sale of Sterling on 8 July 2025) resulted in the realised loss of £(73,291) when compared to the attributable fair value of £3,199,999 at 1 February 2025. The proceeds received represented an overall gain of £1,181,299 above the net cost of investment. As outlined in Note 13, following receipt of the consideration, the Group's shareholding in ATC increased from 25.56% as at 31 January 2025 to 27.00% as at 31 January 2026. In addition, as part of the redemption and restructuring of share capital within Neutral Bay, the Group acquired 100% of the equity in Neutral Bay and this company is now fully consolidated within the Group.
The disposals of SSRU and Sterling resulted in a net release of previously unrealised gains to Retained Earnings from the Fair Value Reserve of £14,424,570 (£13,169,981 in respect of SSRU and £1,254,589 in respect of Sterling) as set out in the Consolidated Statement of Changes in Equity.
16. LOANS AND RECEIVABLES - NON-CURRENT
|
|
Group |
|
Company |
||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Loans to investee companies (Note 25) |
28,724 |
17,254 |
|
- |
- |
|
Amounts owed by group undertakings |
- |
- |
|
1,979 |
1,979 |
|
Other receivables (Note 15) |
- |
5,369 |
|
- |
- |
|
|
|
|
|
|
|
|
|
28,724 |
22,623 |
|
1,979 |
1,979 |
The amounts owed to the Company by group undertakings are interest free and repayable on demand.
Other receivables of £5,368,859 in the prior year related to deferred contingent consideration due in relation to the Group's disposal of its investment in Paladin Holdings Limited, receivable in 2026 (Note 15).
See Note 17 for the provisions against loans to investee companies and Note 25 for terms of the loans.
17. TRADE AND OTHER RECEIVABLES - CURRENT
|
|
Group |
|
Company |
||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Trade receivables |
1,092 |
728 |
|
- |
- |
|
Less provision for impairment of receivables |
- |
- |
|
- |
- |
|
|
1,092 |
728 |
|
- |
- |
|
Loans to investee companies (Note 25) |
10,048 |
8,343 |
|
- |
- |
|
Other receivables (Note 15) |
9,514 |
9,172 |
|
- |
- |
|
Prepayments and accrued income |
2,725 |
1,360 |
|
- |
- |
|
|
|
|
|
|
|
|
|
23,379 |
19,603 |
|
- |
- |
|
|
|
|
|
|
|
Other receivables includes £9,491,235 relating to deferred contingent consideration arising from the Group's disposal of its investment in Paladin Holdings Limited during the prior year, receivable in April 2026 (see Note 15). Refer to Note 26 for details of amounts received by the Group since the year end.
Management have undertaken a review of the loans to investee companies and consider that the risk of default remains low so no provision for impairment or expected credit loss provision has been recognised in the current year as any provision would be immaterial.
In the prior year a provision of £74,354 was made against a loan provided to Brown & Brown (Europe) Holdco Limited ("Brown and Brown"). The loan of £524,253 was made to Brown and Brown during the year ended 31 January 2024 in relation to the Group's disposal of its investment in Kentro Capital Limited in October 2023, alongside other major selling shareholders in respect of certain identified indemnities under the Sale and Purchase Agreement. During the prior year, following notification of the actual specified claims, against which the £74,354 provision was made, the Group received repayment of the remaining loan balance of £449,899. No further amounts are expected to be recovered in relation to this loan.
Included within net trade receivables is a gross amount of £992,768 (2025: £632,050) owed by the Group's participating interests. No provision for bad debts has been made in either the current or prior year.
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date.
The Group's net trade receivable balance includes debtors with a carrying amount of £1,092,008 (2025: £728,476), of which £393,998 (2025: £163,068) of debtors are past due at the reporting date for which the Group has not made a provision as all amounts are considered recoverable by the directors. The Group does not hold any collateral over these balances other than over £662,960 (2025: £369,539) included within the net trade receivables balance relating to loan interest due from investee companies which is secured on the assets of the investee company.
Ageing of past due but not impaired:
|
|
Group |
|
Company |
|||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Not past due |
698 |
565 |
|
- |
- |
|
|
Past due: 0 - 30 days |
20 |
7 |
|
- |
- |
|
|
Past due: 31 - 60 days |
55 |
3 |
|
- |
- |
|
|
Past due: more than 60 days |
319 |
153 |
|
- |
- |
|
|
|
|
|
|
|
|
|
|
|
1,092 |
728 |
|
- |
- |
|
|
|
|
|
|
|
|
|
See Note 25 for terms of the loans and Note 23 for further credit risk information.
18. DEFERRED TAX LIABILITIES - NON-CURRENT
|
|
|
Group |
|
Company |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
At 1 February 2024 |
|
6,687 |
|
- |
|
Tax movement relating to investment revaluation for the year (Note 10) |
|
5,160 |
|
- |
|
|
|
|
|
|
|
At 31 January 2025 |
|
11,847 |
|
- |
|
|
|
|
|
|
|
At 1 February 2025 |
|
11,847 |
|
- |
|
Tax movement relating to investment revaluation for the year (Note 10) |
|
749 |
|
- |
|
|
|
|
|
|
|
At 31 January 2026 |
|
12,596 |
|
- |
|
|
|
|
|
|
Finance (No.2) Act 2017 introduced significant changes to the Substantial Shareholding Exemption ("SSE") rules in Taxation of Chargeable Gains Act 1992 Sch. 7AC which applied to share disposals on or after 1 April 2017. In general terms, the rule changes relaxed the conditions for the Group to qualify for SSE on a share disposal.
New tax legislation was introduced in the US in 2018 which taxes at source gains on disposal of any foreign partnership interests in US limited liability companies ("LLCs"). As such, deferred tax needs to be assessed on any potential net gains from the Group's investment interests in US LLCs.
Having reviewed the Group's current investment portfolio, the directors consider that the Group should benefit from this reform to the SSE rules on all non-US LLC investments. As a result, the directors anticipate that on a disposal of shares in the Group's current non-US LLC investments, so long as the shares have been held for 12 months they should qualify for SSE and no tax charge should arise on their disposal.
The requirement for a deferred tax provision is subject to continual assessment of each investment to test whether the SSE conditions continue to be met based upon information that is available to the Group and that there is no change to the accounting treatment in this regard under UK-adopted international accounting standards. It should also be noted that, until the date of the actual disposal, it will not be possible to ascertain if all the SSE conditions are likely to have been met and, moreover, obtaining agreement of the tax position with HM Revenue & Customs may possibly not be forthcoming until several years after the end of a period of accounts.
Having assessed the current US portfolio, the directors anticipate that there is a requirement to provide for deferred tax in respect of the unrealised gains on investments under the current requirements of UK-adopted international accounting standards as the US LLC investments currently show a net gain. As such, a provision of £12,596,000 has been made as at 31 January 2026 (2025: £11,847,000).
The deferred tax provision of £12,596,000 as at 31 January 2026 (2025: £11,847,000) has been calculated based upon an assessment of the US tax liability arising from the valuations of the Group's holdings within US LLCs at 31 January 2026, using the US Federal rate of 21% together with US State Tax rates prevailing in the states where the Group's US LLCs operate, which range between 0% and 10%. Adjustments were then made based upon available allowances and taxable losses. Given the complexity, the Group utilised the services of a specialist US tax advisory firm.
19. CURRENT LIABILITIES
|
|
Group |
|
Company |
||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
Trade and other payables |
|
|
|
|
|
|
Trade payables |
274 |
92 |
|
- |
- |
|
Other taxation & social security costs |
191 |
139 |
|
- |
- |
|
Accruals and deferred income |
2,343 |
1,942 |
|
- |
- |
|
Amounts owed to participating interests |
42 |
42 |
|
- |
- |
|
|
2,850 |
2,215 |
|
- |
- |
|
|
|
|
|
|
|
|
Lease liabilities (Note 21) |
203 |
194 |
|
- |
- |
|
|
|
|
|
|
|
|
|
3,053 |
2,409 |
|
- |
- |
|
|
|
|
|
|
|
All of the above liabilities are measured at amortised cost.
20. CALLED UP SHARE CAPITAL
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Allotted, called up and fully paid |
|
|
|
37,100,000 Ordinary shares of 10p each (2025: 37,100,000) |
3,710 |
3,710 |
|
|
|
|
|
|
3,710 |
3,710 |
During the year the Company paid a total of £6,912,286 including commission, in order to repurchase 1,046,814 ordinary shares at an average price of 659 pence per share (2025: the Company paid a total of £835,267, including commission, in order to repurchase 156,702 ordinary shares at an average price of 532 pence per share).
Distributable reserves have been reduced by £6,912,286 (2025: £835,267) as a result.
Ordinary shares held by the Company in Treasury
|
Movement of ordinary shares held in Treasury: |
|
|
|
|
2026 |
2025 |
|
|
Number |
Number |
|
|
|
|
|
Opening total ordinary shares held in Treasury at 1 February |
23,872 |
77,550 |
|
|
|
|
|
Ordinary shares repurchased into Treasury during the year |
1,046,814 |
156,702 |
|
|
|
|
|
Ordinary shares transferred to the B.P. Marsh SIP Trust during the year |
(15,686) |
(22,380) |
|
|
|
|
|
Ordinary shares cancelled from Treasury during the year |
- |
(188,000) |
|
|
|
|
|
Total ordinary shares held in Treasury at 31 January |
1,055,000 |
23,872 |
|
|
|
|
The Treasury shares do not have voting or dividend rights and have therefore been excluded for the purposes of calculating earnings per share and Net Asset Value per share.
The repurchase of the ordinary shares is borne from the Group's commitment to reduce share price discount to Net Asset Value.
21. LEASES
Group
The Group has one lease, that of its main office premises. Information about this lease, for which the Group is a lessee, is presented below.
Right-of-use asset
|
|
|
Land and Buildings |
|
|
|
£'000 |
|
|
|
|
|
At 1 February 2024 |
|
507 |
|
Depreciation charge |
|
(165) |
|
|
|
|
|
At 31 January 2025 |
|
342 |
|
|
|
|
|
At 1 February 2025 |
|
342 |
|
Depreciation charge |
|
(165) |
|
|
|
|
|
At 31 January 2026 |
|
177 |
|
|
|
|
Lease liabilities
The Group was committed to making the following future aggregate minimum payments under its leases:
|
|
2026 |
2025 |
|
|
Land and |
Land and |
|
|
Buildings |
Buildings |
|
|
£'000 |
£'000 |
|
Maturity analysis - contractual undiscounted cash flows: |
|
|
|
|
|
|
|
Earlier than one year |
214 |
214 |
|
Between two and five years |
16 |
230 |
|
|
230 |
444 |
|
|
|
|
|
Lease liabilities included in Consolidated Statement of Financial Position |
|
|
|
at 31 January: |
218 |
412 |
|
|
|
|
|
Maturity analysis: |
|
|
|
Current liabilities (Note 19) |
203 |
194 |
|
Non-current liabilities |
15 |
218 |
|
|
218 |
412 |
|
|
|
|
|
Amounts recognised in profit or loss: |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Interest on lease liabilities (Note 4) |
21 |
30 |
|
Amounts recognised in the Consolidated Statement of Cash Flows: |
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Total cash outflow for leases |
(214) |
(214) |
|
|
|
|
Company
There are no right-of-use assets or associated lease liabilities recognised in the Company's Statement of Financial Position.
22. LOAN AND EQUITY COMMITMENTS
Loan commitments
At 31 January 2026, the Group had undrawn loan facility commitments to various portfolio companies totalling £15,017,682 (2025: £2,275,599) of which £13,763,113 (2025: £1,834,875) relates to new facilities granted in the year. The commitment as at 31 January 2026 includes £8,375,000 re Amiga Specialty Holdings Limited, £300,000 re Cameron Specialty Holdco Limited, £220,000 re Dempsey Group Limited, £35,812 re Devonshire UW Topco Limited Limited, £150,000 re Pantheon Specialty Group Limited, £109,569 (USD 150,000) re Sage Program Underwriters, Inc, £1,250,000 re Salus Capital Partners Limited, £175,000 re Verve Risk Services Limited, £750,000 re Volt UW HoldCo Limited and £3,652,301 (USD 5,000,000) re XPT Producer Co LLC.
Equity commitments
On 26 November 2024 the Group entered into a Capital Call Agreement in which it has agreed to invest, in certain circumstances, up to USD 5,000,000 in additional cash capital in the form of preferred equity in XPT Group LLC. As at 31 January 2026 XPT had not issued any Capital Call Notices.
Please refer to Note 26 for details of equity payments made together with loan facilities offered and amounts drawn down after the year end.
23. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise loans to participating interests, cash and liquid resources and various other items, such as trade debtors, trade creditors, other debtors and creditors and loans. These arise directly from the Group's operations.
It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken unless there are economic reasons for doing so, as determined by the directors.
The main risks arising from the Group's financial instruments are price risk, credit risk, liquidity risk, interest rate risk, currency risk, new investment risk, concentration risk, political risk and ongoing geopolitical events and inflation risk. The Board reviews and agrees policies for managing each of these risks and they are summarised in the Group Strategic Report under "Financial Risk Management".
Interest rate profile
The Group has cash and cash equivalent balances of £49,480,000 (2025: £74,137,000), which are part of the financing arrangements of the Group. The cash and cash equivalent balances comprise bank current accounts and deposits placed at investment rates of interest, which ranged up to 4.95% p.a. in the period (2025: deposit rates of interest ranged up to 5.25% p.a.). During the year all cash and cash equivalent balances were held in immediate access accounts or on short term deposits of up to 1 month (2025: all cash balances were held in immediate access accounts or on short-term deposits of up to 1 month).
Currency hedging
During the year the Group engaged in three currency hedging transactions of USD 6,200,000, AUD 600,000 and EUR 244,000 (2025: two currency hedging transactions USD 3,075,000 and AUD 600,000) to mitigate the exchange rate risk for certain foreign currency receivables. These were settled before the year end. A net gain of £433,424 (2025: net loss of £102,901) relating to these hedging transactions was recognised under Exchange Movements within the Consolidated Statement of Comprehensive Income when the transactions were settled. As at the year end the Group had three currency hedging transactions amounting to USD 10,469,000, AUD 600,000 and EUR 244,000 which were entered into on 30 January 2026. The fair values of these hedges are not materially different to the transaction costs.
Financial liabilities
The Company had no borrowings as at 31 January 2026 (2025: no borrowings).
Fair values
The Group has adopted the amendment to IFRS 7 for financial instruments which are measured at fair value at the reporting date. This requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
· Level 1: Quoted prices unadjusted in active markets for identical assets or liabilities;
· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, observed either directly as prices or indirectly from prices; and
· Level 3: Inputs for the asset or liability that are not based on observable market data.
Unquoted equity instruments are measured in accordance with the IPEV Guidelines with reference to the most appropriate information available at the time of measurement. Further information regarding the valuation of unquoted equity instruments can be found in the section 'Investments - equity portfolio' under the Accounting Policies (Note 1).
The following presents the classification of the financial instruments at fair value into the valuation hierarchy at 31 January 2026:
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity portfolio investments designated as "fair value through profit or loss" assets |
|
- |
- |
273,766 |
273,766 |
|
Deferred contingent consideration measured at fair value through profit or loss |
|
- |
- |
9,491 |
9,491 |
|
|
|
|
|
|
|
|
|
|
- |
- |
283,257 |
283,257 |
The Group's classification of the financial instruments at fair value into the valuation hierarchy at 31 January 2025 are presented as follows:
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity portfolio investments designated as "fair value through profit or loss" assets |
|
- |
- |
224,095 |
224,095 |
|
Deferred contingent consideration measured at fair value through profit or loss |
|
- |
- |
14,541 |
14,541 |
|
|
|
|
|
|
|
|
|
|
- |
- |
238,636 |
238,636 |
Level 3 inputs are sensitive to assumptions made when ascertaining fair value. Setting the valuation policy is the responsibility of the Valuations Committee, which is then reviewed by the Board. The policy is to value investments within the portfolio at fair value by applying a consistent approach and ensuring that the valuation methodology is compliant with the IPEV Guidelines. Valuations of the investment portfolio of the Group are performed twice a year, and the half-year valuations are subjected to the same level of scrutiny and approach as the audited final year accounts by the Valuations Committee.
Of assets held at 31 January 2026 classified as Level 3, 80% by value (2025: 82%) were valued using a multiple of earnings and 20% (2025: 18%) were valued using alternative valuation methodologies.
Valuation multiple - the valuation multiple is the main assumption applied to a multiple of earnings based valuation. The multiple is derived from comparable listed companies or relevant market transaction multiples. Companies in the same industry and geography and, where possible, with a similar business model and profile are selected and then adjusted for factors including size, growth potential and relative performance. A discount is applied or a reduced multiple used to reflect that the investment being valued is unquoted. The multiple is then applied to the earnings, which may be adjusted to eliminate one-off revenues or costs to better reflect the ongoing position, or to adjust for any minority interests. The resulting value is the enterprise value of the investment, after which certain adjustments are made to calculate the equity value. These adjustments may include debt, working capital requirements, regulatory capital requirements, deferred consideration payable, or anything that could be dilutive which is quantifiable. The Group's investment valuation is then derived from this based upon its shareholding.
The weighted average post discount EBITDA earnings multiple used (based on the valuations derived) when valuing the portfolio at 31 January 2026 was 12.7x (2025: 13.2x).
If the multiple used to value each unquoted investment valued on an earnings basis as at 31 January 2026 moved by 10%, this would have an impact on the investment portfolio of £25.5m (2025: £21.2m) or 9.3% (2025: 9.4%).
Alternative valuation methodologies - there are a number of alternative investment valuation methodologies used by the Group, for reasons for specific types of investment. These may include valuing on the basis of an imminent sale where a price has been agreed but the transaction has not yet completed, using a discounted cash flow model, at cost, using specific industry metrics which are common to that industry and comparable market transactions have occurred, and a multiple of revenues where the investments are not yet profitable.
At 31 January 2026 the proportion of the investment portfolio that was valued using these techniques were: 10.2% at cost (2025: 1%), 6.9% using a multiple of GWP (2025: 13%), 2.6% using forecast cash flow (2025: 4%) and 0.3% using agreed sales value (2025: 0%).
If the value of all the investments valued under alternative methodologies moved by 10%, this would have an impact on the investment portfolio of £2.2m (2025: £2.7m) or 0.8% (2025: 1.2%).
Deferred contingent consideration is recognised at fair value through profit or loss and remeasured at each reporting date based on expected future cash receipts.
24. SHARE BASED PAYMENT ARRANGEMENTS
Joint Share Ownership Plan
During the year to 31 January 2019, B.P. Marsh & Partners Plc entered into joint share ownership agreements ("JSOAs") with certain employees and directors.
On 12 June 2018 1,461,302 new 10p Ordinary shares in the Company were issued and transferred into joint beneficial ownership for 12 employees (including 4 directors) under the terms of joint share ownership agreements. No consideration was paid by the employees for their interests in the jointly-owned shares.
The new Ordinary shares were issued into the name of RBC cees Trustee Limited ("the Trustee") as trustee of the B.P. Marsh Employees' Share Trust ("the Employee Benefit Trust") at a subscription price of 281 pence per share, being the mid-market closing price on 12 June 2018. Following the acquisition of the Trustee by JTC Plc on 10 December 2020, the Trustee has since been rebranded to JTC Employer Solutions Trustee Limited.
The jointly-owned shares are beneficially owned by (i) each of the 7 currently participating employees (including former employees) and (ii) the trustee of the Employee Benefit Trust upon and subject to the terms of the JSOAs entered into between the participating employee, the Company and the Trustee.
Under the terms of the JSOAs, the employees and directors are entitled to receive on vesting the growth in value of the shares above a threshold price of 281 pence per share (market value at the date of grant) plus an annual carrying charge of 3.75% per annum (simple interest) to the market value at the date of grant to the date of vesting. The Employee Benefit Trust retains the carrying cost, with 281 pence per share due back to the Company.
On 12 June 2021 (the "vesting date") the performance criteria were met, after which the members of the scheme became joint beneficial owners of the shares and therefore became entitled to any gain on sale of the shares in excess of 312.6 pence per share. Alternatively, the participant and the Trustee may exchange their respective interests in the jointly-owned shares such that each becomes the sole owner of a number of Ordinary shares of equal value to their joint interests.
There were 254,414 shares where the performance criteria was not met on the vesting date that had been forfeited by departing employees and which remained unallocated within the Employee Benefit Trust as at 31 January 2022.
During the year to 31 January 2023, 18,155 of the 254,414 unallocated shares within the Employee Benefit Trust were transferred to the B.P. Marsh SIP Trust ("SIP Trust") to be used as part of the 22-23 SIP awards made in April 2022. Following this transfer and as at 31 January 2024 there were 1,443,147 shares held within the Employee Benefit Trust, of which there were 236,259 shares where the performance criteria was not met on the vesting date and which remained unallocated. The Employee Benefit Trust remains the owner of these unallocated shares and they do not have dividend and voting rights attached.
On 26 October 2023 following the removal of a dividend waiver and block on voting rights on the 1,206,888 allocated ordinary shares held by the Employee Benefit Trust, these ordinary shares became eligible for dividend and voting rights and therefore became fully dilutive for the Group.
Provided that the shares are eventually sold from the Employee Benefit Trust for at least 284.5 pence per share on average, the Company would be entitled to receive £4,106,259 in total (based upon the total 1,461,302 shares originally issued to the Employee Benefit Trust at 281 pence per share).
No shares were sold from the Employee Benefit Trust during the year (2025: 681,648 shares were sold).
As at 31 January 2026 there were 761,499 shares (as at 31 January 2025: 761,499 shares) held within the Employee Benefit Trust, of which 236,259 shares were unallocated. The Employee Benefit Trust remains the owner of these unallocated shares which have no dividend or voting rights.
No amounts were received during the year from the Employee Benefit Trust in respect of the £4,106,259 receivable by the Company (2025: £2,126,259 was received). As at 31 January 2026 the balance due to the Company was £1,980,000 (as at 31 January 2025: balance due was £1,980,000). As such, provided that the remaining shares are eventually sold from the Employee Benefit Trust for at least 260.0p per share on average, the Company will receive this balance in full.
Share Incentive Plan
During the year to 31 January 2017 the Group established an HMRC approved Share Incentive Plan ("SIP").
On 14th April 2025, a total of 11 eligible employees (including 3 executive directors of the Company) applied for the 25-26 SIP and were each granted 571 ordinary shares ("25-26 Free Shares"), representing approximately £3,600 at the price of issue.
Additionally, on the same date, all eligible employees were also invited to take up the opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership Shares"). For every Partnership Share that an employee acquired, the SIP Trust offered two ordinary shares in the Company ("Matching Shares") up to a total of £3,600 worth of shares. All 11 eligible employees (including 3 executive directors of the Company) took up the offer and acquired the full £1,800 worth of Partnership Shares (285 ordinary shares) and were therefore awarded 570 Matching Shares.
The 25-26 Free and Matching Shares are subject to a 1 year forfeiture period.
A total of 15,686 (2025: 22,380) Free, Matching and Partnership Shares were granted to the 11 (2025: 12) eligible employees during the year, including 4,278 (2025: 5,595) granted to 3 (2025: 3) executive directors of the Company.
As at 31 January 2026 a total of 244,223 (2025: 228,537) Free, Matching and Partnership Shares had been granted to 11 currently eligible employees under the SIP, including 106,065 granted to 3 executive directors of the Company.
£79,787 of the IFRS 2 charges (2025: £85,780) associated with the award of the SIP shares to the 11 (2025: 12) eligible directors and employees of the Company have been recognised in the Statement of Comprehensive Income as employment expenses (Note 6).
The results of the SIP Trust have been fully consolidated within these financial statements on the basis that the SIP Trust is effectively controlled by the Company.
Share Option Plan
On 6 September 2023 the Group established a new employee Share Option Plan ("SOP").
On 17 October 2023 Share Options ("Options") over 1,682,500 ordinary shares of 10p each in the Company, in aggregate, were granted to 12 employees, including 3 executive directors of the Company.
The total number of Options available for allocation amounted to 1,685,970, which represented 4.5% of the Company's total ordinary shares in issue at the time the SOP was adopted.
During the year, and as announced on 27 March 2025, 490,000 Options were granted following the lapse of 490,000 Options previously granted in October 2023 due to departing employees, 200,000 of which had previously been granted to a former executive director (as announced on 15 November 2023). These Options were reallocated to the 11 currently eligible employees under the scheme, including 3 executive directors of the Company.
Following the reallocation, the total number of Options granted to the 11 eligible employees, including 3 executive directors of the Company, amounted to 1,685,000. 970 Options remained unallocated as at 31 January 2026.
Each of the Options will vest, on a ratchet basis, subject to certain Net Asset Value growth targets being achieved for the three consecutive financial years ending 31 January 2024, 31 January 2025 and 31 January 2026 ("Performance Period"). The first exercise date is 6 September 2026 whereby 50% of vested Options will be exercisable at 10p per share, with the remaining 50% exercisable at 10p per share from 6 September 2027.
The number of Options which vest will vary depending on the level of Net Asset Value growth achieved, subject to the growth performance criteria as set out below, alongside the percentage of Options that will vest at each value:
|
Compounded annual growth of Net Asset Value over the Performance Period
|
% vesting of Options |
|
Less than 8.5% |
0% |
|
Between 8.5% and less than 9.25% |
25% |
|
Between 9.25% and less than 10% |
50% |
|
10% or above |
100% |
For these purposes, Net Asset Value is defined as "audited Total Assets less Total Liabilities for the consolidated Group plus any dividends or other form of shareholder return that are paid in the relevant Financial Year".
Therefore, for all Options to vest, the Net Asset Value (as defined above) would need to exceed £252.2m, adjusted for any shareholder distributions. The Group has exceeded the growth performance criteria such that 100% of the options have vested with 50% exercisable on 6 September 2026 and 50% exercisable on 6 September 2027, assuming the option holder remains an employee as at the exercise date.
£306,129 of the IFRS 2 charges (2025: £305,924) associated with the grant of the SOP options to 11 (2025: 12) eligible directors and employees of the Company has been recognised in the Statement of Comprehensive Income as employment expenses.
The diluted earnings per share and net asset value per share include the 1,685,000 options over ordinary shares granted as part of the Company's SOP as these were dilutive for the Group as at 31 January 2026 based upon the performance conditions attached to the options (Note 11).
25. RELATED PARTY DISCLOSURES
The following loans owed by the investee companies (including their subsidiaries and other related entities, and including loans to management where indicated) of the Company and its subsidiaries were outstanding at the year end:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Agri Services Company PTY Limited |
607 |
602 |
|
Alchemy Underwriting Limited |
3,500 |
6,000 |
|
Amiga Specialty Holdings Limited |
1,625 |
- |
|
Cameron Specialty HoldCo Limited |
300 |
- |
|
CEE Specialty s.r.o. (including management loans) |
424 |
410 |
|
Dempsey Group Limited |
1,350 |
1,250 |
|
Devonshire UW Topco Limited |
1,739 |
1,490 |
|
The Fiducia MGA Company Limited |
541 |
999 |
|
Pantheon Specialty Group Limited |
6,325 |
- |
|
Pantheon Specialty Limited (formerly Denison and Partners Limited) |
670 |
670 |
|
Sage Program Underwriters, Inc. |
109 |
120 |
|
Salus Capital Partners Limited |
750 |
- |
|
SRT & Partners Limited |
3,100 |
2,350 |
|
Verve Risk Services Limited |
894 |
644 |
|
Volt UW HoldCo Limited |
1,750 |
1,200 |
|
XPT Group LLC (including management loans) |
8,919 |
9,862 |
|
XPT Producer Co LLC |
6,169 |
- |
|
|
|
|
|
|
38,772 |
25,597 |
|
|
|
|
|
Disclosed as: |
|
|
|
Trade and other receivables - Current (Note 17) |
10,048 |
8,343 |
|
Loans and receivables - Non-current (Note 16) |
28,724 |
17,254 |
|
|
|
|
|
|
38,772 |
25,597 |
The loans are typically secured on the assets of the investee companies and an appropriate interest rate is charged based upon the risk profile of that company. The average interest rate charged on all loans as at 31 January 2026 was 8.8% (31 January 2025: 9.9%).
Income receivable, consisting of consultancy fees, interest on loans and dividends recognised in the Consolidated Statement of Comprehensive Income in respect of the investee companies (including their subsidiaries and other related entities) of the Company and its subsidiaries for the year were as follows:
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Agri Services Company PTY Limited |
162 |
172 |
|
Alchemy Underwriting Limited |
710 |
739 |
|
Amiga Specialty Holdings Limited |
71 |
- |
|
Asia Reinsurance Brokers Pte Limited |
60 |
- |
|
ATC Insurance Solutions PTY Limited |
490 |
595 |
|
Brown & Brown (Europe) Holdco Limited |
1 |
35 |
|
CEE Specialty s.r.o. |
357 |
93 |
|
Cameron Specialty Insurance Limited |
166 |
- |
|
Dempsey Group Limited |
141 |
120 |
|
Devonshire UW Topco Limited |
179 |
210 |
|
The Fiducia MGA Company Limited |
165 |
146 |
|
iO Finance Partners Topco Limited |
742 |
- |
|
LEBC Holdings Limited |
460 |
598 |
|
Lilley Plummer Holdings Limited |
- |
670 |
|
Neutral Bay Investments Limited |
414 |
122 |
|
Oneglobal Broking Holdings Limited |
387 |
- |
|
Paladin Holdings Limited |
- |
141 |
|
Pantheon Specialty Group Limited |
1,766 |
1,299 |
|
Pantheon Specialty Limited (formerly Denison and Partners Limited) |
74
|
78
|
|
RSP/BP Marsh Gambit Investco LLC |
54 |
- |
|
Sage Program Underwriters, Inc. |
48 |
52 |
|
Salus Capital Partners Limited |
104 |
- |
|
Sodalis Capital Limited |
59 |
- |
|
SRT & Partners Limited |
261 |
119 |
|
Stewart Specialty Risk Underwriting Limited |
648 |
692 |
|
Verve Risk Services Limited |
122 |
117 |
|
Volt UW HoldCo Limited |
171 |
124 |
|
XPT Group LLC |
2,175 |
1,603 |
|
XPT Producer Co LLC |
354 |
- |
|
|
|
|
|
Income receivable from other related entities of the Company |
57 |
51 |
|
|
|
|
|
|
10,398 |
7,776 |
Income receivable from other related entities of the Company includes amounts arising from transactions with related parties. During the year, the Group recognised management fee income of £46,000 (2025: £41,000) from the Marsh Christian Trust ("the Trust"), a grant-making charitable trust. Brian Marsh, a significant shareholder of the Company, is also Trustee and Settlor of the Trust.
The Group also recognised management fee income of £11,300 (2025: £9,600) from Brian Marsh Enterprises Limited ("BME"), a company in which Brian Marsh, a significant shareholder of the Company, is chairman and majority shareholder.
All the above transactions were conducted on an arms-length basis.
Of the total dividend payments made during the year of £7,973,123, £3,171,818 was paid to the directors or parties related to them (2025: total dividend payments of £3,963,981 of which £1,571,327 was paid to the directors or parties related to them).
26. EVENTS AFTER THE REPORTING DATE
Group
As at 31 January 2026 the Group had provided loans of £1,739,284 from a total loan facility of £1,775,096 to Devonshire UW Topco Limited ("Devonshire"). On 1 February 2026 a further £34,958 was drawn down from this facility increasing the amount drawn down to £1,774,242. In addition, on 11 March 2026 the Group provided Devonshire with an additional loan facility of £1,440,000 which was drawn down in full on completion. Total loans stand at £3,214,242, with a remaining undrawn facility of £854 at the date of this report.
As at 31 January 2026 the Group had provided loans of £750,000 from a total loan facility of £2,000,000 to Salus Capital Partners Limited. On 19 February 2026 and 14 April 2026 further amounts of £250,000 and £250,000 were drawn down respectively. Total loans stand at £1,250,000, with a remaining undrawn facility of £750,000 at the date of this report.
As at 31 January 2026 the Group had provided loans of £1,750,000 from a total loan facility of £2,500,000 to Volt UW HoldCo Limited ("Volt"). On 19 February 2026 and 15 April 2026 further amounts of £300,000 and £450,000 were drawn down respectively. On 22 May 2026 the Group agreed to increase Volt's loan facility by a further £500,000 to £3,000,000. Total loans stand at £2,500,000, with a remaining undrawn facility of £500,000 at the date of this report.
As at 31 January 2026 the Group had provided loans of £1,350,000 from a total loan facility of £1,570,000 to Dempsey Group Limited. On 20 February 2026 and 12 May 2026 further amounts of £100,000 and £120,000 were drawn down. Total loans stand at £1,570,000, with no remaining undrawn facility at the date of this report.
As at 31 January 2026 the Group had provided loans of £6,325,092 from a total loan facility of £6,475,092 to Pantheon Specialty Group Limited. On 4 March 2026 a further amount of £150,000 was drawn down. Total loans stand at £6,475,092, with no remaining undrawn facility at the date of this report.
As at 31 January 2026 the Group had provided loans of £1,625,000 from a total loan facility of £10,000,000 to Amiga Speciality Holdings Limited ("Amiga"). On 4 March 2026 a further amount of £200,000 was drawn down bringing total loans to £1,825,000. On 17 March 2026 the Group completed the disposal of its entire equity holding in Amiga. Under the terms of the transaction Sodalis Capital Limited ("Sodalis"), an investee company of the Group, acquired 100% of Amiga. The Group received initial cash consideration of £706,250 for its 39.24% shareholding at the time of sale, which was in line with the Group's carrying value of Amiga as at 31 January 2026. The Group also received full repayment of its outstanding loan facility to Amiga of £1,825,000. The sellers, including the Group, may receive deferred consideration contingent on Amiga's Adjusted EBITDA performance over the financial years 31 December 2027 and 31 December 2028. Following the disposal and some dilutive shareholder structural changes which occurred just prior to the sale, the Group's shareholding in Sodalis reduced from 26.67% as at 31 January 2026 to 25.55% at the date of this report.
On 17 March 2026 the Group acquired a 30% cumulative preferred ordinary equity stake in Nine Edge Wealth Limited ("Nine Edge"), for a nominal consideration of £30. Nine Edge is a newly established independent financial advice ("IFA") business led by Derek Miles, former CEO of Aspira Corporate Solutions Limited. The Group also provided Nine Edge with a loan facility of up to £5,000,000, of which £1,750,000 was drawn down on completion. A further loan drawdown of £1,835,000 was made on 8 April 2026 bringing total loans outstanding to £3,585,000, with a remaining undrawn facility of £1,415,000 at the date of this report.
On 17 March 2026 the Group acquired a 25% cumulative preferred ordinary equity stake in Ventura Risk Partners Holdings Limited ("Ventura"), for nominal consideration of £49. Ventura is a newly established insurance broker focused on placing energy risks into the Lloyds's and wider London insurance markets. The Group also provided Ventura with a loan facility of up to £2,000,000, of which £400,000 was drawn down on completion, with a remaining undrawn facility of £1,600,000 at the date of this report.
As at 31 January 2026 the Group had provided loans of AUD 1,200,000 (£607,045) to Agri Services Company PTY Limited ("Agri Services"). On 19 March 2026 the Group agreed to provide Agri Services with an additional loan facility of AUD 1,900,000. On 6 May 2026 AUD 800,000 (£424,178) was drawn down from the additional loan facility. Total loans stand at AUD 2,000,000 (£1,031,223), with a remaining undrawn facility of AUD 1,100,000 at the date of this report.
On 25 March 2026 the Group committed to provide further funding to Oneglobal Broking Holdings Limited ("Oneglobal") by entering into a Subscription Agreement in which it has committed to subscribe for further shares in the capital of Oneglobal's holding company, Otto Holdings (Cayman) Limited ("Otto"), for an aggregate purchase price of up to £5,500,000 (in return for up to 5,979,770 Cumulative Convertible Preference Shares), or the equivalent of up to an additional 7.5% equity on a fully diluted basis. At the time of investment it was acknowledged that the subscription for shares may require prior regulatory approval from relevant regulatory authorities and as such, prior to the obtaining of such approvals, the Group agreed to enter into a corresponding Loan Agreement to lend up to £5,500,000 in aggregate (being the purchase price of the shares as defined in the Subscription Agreement) to the Company as advance facilities until the relevant regulatory approvals had been granted. Consequently, on 25 March 2026, the Group provided Otto with £2,000,000 of loan funding (Tranche 1) under the Loan Agreement which, in turn, will result in a corresponding subscription for 2,174,462 Cumulative Convertible Preference Shares, with the Group's equity holding increasing by 2.7% from 10% to 12.7% once regulatory approval has been obtained. £3,500,000 remains undrawn on the loan facility at the date of this report.
On 30 March 2026 the Group agreed to provide iO Finance Partners Topco Limited with a loan facility of £2,500,000, of which £1,800,000 was drawn down on completion, with a remaining undrawn facility of £700,000 at the date of this report.
On 1 April 2026 the Group acquired a further 2% cumulative preferred ordinary equity stake in Pantheon Specialty Group Limited for consideration of £5,500,000, from its founders Robert Dowman and Michael Lee. The investment increased the Group's equity holding from 39% as at 31 January 2026 to 41% at the date of this report.
On 10 April 2026 the Group received further consideration of £9,563,897 from the disposal of its investment in Paladin Holdings Limited ("Paladin") to Specialist Risk Group Limited which completed on 22 March 2024. The payment represents the second and final tranche of deferred contingent consideration due to the Group which was based upon Paladin achieving 20% EBITDA growth targets above its actual adjusted EBITDA for 2023 in respect of its 2025 financial year and brings the total consideration received by the Group to £62,751,800 at the date of this report.
As at 31 January 2026 the Group had provided loans of USD 8,500,000 (£6,169,507) from a total loan facility of USD 13,500,000 to XPT Producer Co LLC. Since 31 January 2026 further aggregate loan drawdowns totalling USD 4,750,000 (£3,526,230) have been made. Total loans stand at USD 13,250,000 (£9,695,737), with a remaining undrawn facility of USD 250,000 at the date of this report.
On 14 April 2026 the Group received further consideration of £738,584 from the disposal of its investment in Stewart Specialty Risk Underwriting Limited ("SSRU") to Ryan Specialty, LLC which completed on 3 December 2025. The payment represents performance related deferred contingent consideration due to the Group, based upon SSRU's performance in respect of its 2025 financial year and brings the total consideration received by the Group to £28,291,020 at the date of this report.
27. FINANCIAL RISK MANAGEMENT
This note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial performance. Current year profit and loss information has been included where relevant to add further context.
The Group's operations expose it to a variety of financial risks. The Group manages the risk to limit the adverse effects on the financial performance of the Group by monitoring those risks and acting accordingly.
The monitoring of the financial risk management is the responsibility of the Board. The policies of the Board of directors are implemented by the Group's various internal departments under specific guidelines.
The Group is a selective investor and each investment is subject to an individual risk assessment through an investment approval process. The Group's Investment Committee is part of the overall risk management framework. The risk management processes of the Company are aligned with those of the Group and both the Group and the Company share the same financial risks.
Price risk
The Group is exposed to price risk though its investments in unquoted companies, where valuations may fluctuate due to changes in the financial performance, market conditions, sector outlook or prospects of the underlying businesses. As the Group's investments are not publicly traded, valuations are inherently subjective and may differ from values ultimately realised on disposal.
The Group manages this risk through active oversight of its portfolio companies, including board representation and regular review of financial and operational performance. Investee companies provide monthly management information to support ongoing assessment of valuation assumptions and investment pricing, enabling the Group to respond promptly to matters that may affect investment value.
A 10% change in the fair value of those investments would have the following direct impact on the Consolidated Statement of Comprehensive Income:
|
|
Group |
|
Company |
||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Fair value of investments - equity portfolio |
273,766 |
224,095 |
|
262,078 |
290,359 |
|
|
|
|
|
|
|
|
Impact of a 10% change in fair value on Consolidated Statement of Comprehensive Income |
27,377
|
22,410
|
|
26,208 |
29,036 |
|
|
|
|
|
|
|
Credit risk
The Group is exposed to credit risk in relation to its unquoted investments, cash balances and deposits. Credit risk associated with unquoted investments, which may comprise both debt and equity instruments, is linked to the financial performance and enterprise value of the underlying portfolio companies and is reflected through movements in fair value.
The Group manages this risk through ongoing monitoring of portfolio company performance and regular review of financial information. Cash balances and deposits are held with established financial institutions with appropriate credit standing to minimise counterparty risk.
The Group is exposed to credit risk through loans advanced to Investee Companies as part of its investment activities. These loans generally rank in priority to the Group's equity interests and, in most cases, are secured against the assets of the relevant investee business.
The Group seeks to mitigate credit risk through active portfolio oversight and regular engagement with Investee Companies. A representative of the Group is typically appointed to the board of each Investee Company, enabling ongoing monitoring of financial performance, operational developments and emerging risks.
The Board regularly reviews the recoverability of loans and assesses the adequacy of any related provisions. Where there is evidence that amounts may not be fully recoverable, appropriate impairment provisions are recognised.
The Group's cash is held with a variety of different counterparties with 100% (2025: 100%) held with A rated institutions.
Liquidity risk
The Group invests primarily in unquoted businesses and, as a result, the timing and realisation of investments can be uncertain.
The Board regularly reviews the Group's liquidity position, working capital requirements and cash flow forecasts to ensure that the Group maintains sufficient financial resources to meet its operational requirements and investment commitments as they fall due.
A key objective of the Group's capital management approach is to ensure that recurring income generated from the investment portfolio substantially supports the Group's operating costs, thereby preserving capital available for future investment activity.
The Board considers that the Group maintains an appropriate level of liquidity and financial flexibility to support its current activities and strategic objectives.
As at 31 January 2026 the Group had no borrowings (31 January 2025: no borrowings).
Interest rate risk
The Group is exposed to interest rate risk through interest receivable on cash deposits, loans advanced to Investee Companies and certain preferred dividend arrangements linked to reference interest rates.
At 31 January 2026, the Group had no interest-bearing liabilities but did hold interest-bearing assets.
The majority of loans advanced by the Group incorporate minimum interest rate protections and, in certain cases, hurdle mechanisms linked to the UK Base Rate. These arrangements are intended to mitigate the impact of periods of lower interest rates while enabling the Group to participate in increases in prevailing market rates where appropriate.
An increase of 100 basis points, based upon the Group's closing balance sheet position of its interest bearing assets, excluding any future contractual loan repayments and loan balances provided against at the year end, over a 12-month period, would lead to an approximate increase in total comprehensive income of £430,000 for the Group (2025: £270,000 increase).
Currency risk
The Group has exposure to foreign currency risk through its international investment activities and overseas income streams.
Movements in foreign exchange rates may affect the valuation of overseas investments, income generated from portfolio companies and the Group's reported financial performance in accordance with its accounting policies.
The Board monitors foreign currency exposures on an ongoing basis and considers the potential impact of exchange rate movements on the Group and its investment portfolio.
At 31 January 2026, 67% of the Group's net assets were sterling denominated (2025: 65%). The Group's general policy remains not to hedge its foreign currency denominated investment portfolio.
The Group's net assets in US Dollar, Australian Dollar, Euro and all other currencies combined are shown in the table below. The sensitivity analysis has been undertaken based upon the sensitivity of the Group's net assets to movements in foreign currency exchange rates, assuming a 10% movement in exchange rates against sterling. The sensitivity of the Company to foreign exchange risk is not materially different from the Group.
|
As at 31 January 2026 |
Sterling |
Australian dollar |
US dollar |
Euro |
Other |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
Net assets |
242,833 |
43,347 |
70,214 |
3,654 |
110 |
360,158 |
|
|
|
|
|
|
|
|
|
Sensitivity analysis |
|
|
|
|
|
|
|
Assuming a 10% movement of exchange rates against sterling |
|
|
|
|
|
|
|
Impact on net assets |
N/A |
(3,913) |
(5,697) |
(313) |
(10) |
(9,933) |
|
|
|
|
|
|
|
|
|
As at 31 January 2025 |
Sterling |
Australian dollar |
US dollar |
Euro |
Other |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
Net assets |
212,004 |
37,171 |
60,205 |
2,760 |
14,270 |
326,410 |
|
|
|
|
|
|
|
|
|
Sensitivity analysis |
|
|
|
|
|
|
|
Assuming a 10% movement of exchange rates against sterling |
|
|
|
|
|
|
|
Impact on net assets |
N/A |
(3,352) |
(5,132) |
(19) |
(1,297) |
(9,800) |
|
|
|
|
|
|
|
|
Capital management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to maintain financial flexibility sufficient to support its investment strategy and portfolio companies, and to maximise long-term shareholder value.
The Group's capital structure principally comprises shareholders' equity, cash and cash equivalents, and investments and loans advanced to investee companies. A significant proportion of the Group's net asset value is represented by the investment portfolio and related loan assets held with investee companies.
The Board monitors capital on the basis of the Group's net asset value, available liquidity, forecast cash requirements and committed investment obligations. The Group seeks to maintain sufficient working capital resources to support the ongoing requirements of the business and the funding needs of investee companies.
Investment and lending decisions are reviewed by the Board with reference to the Group's capital resources, expected investment returns, portfolio concentration, liquidity risk and overall market conditions.
The Group may manage its capital structure by:
- raising new equity capital;
- realising investments;
- adjusting the level and timing of investment commitments;
- recovering or restructuring loans to investee companies; and
- managing dividend distributions to shareholders.
The Group is not subject to externally imposed capital requirements.
At the reporting date, approximately 87% of the Group's net asset value was represented by investments and loans to investee companies. The Board reviews the carrying value and recoverability of these assets on a regular basis as part of its overall capital management processes.
28. PRIOR PERIOD ADJUSTMENT
The directors have reviewed the classification of cash flows in the group and parent company cash flow statements and have amended certain classifications to ensure compliance with IAS 7 and to better align to the group's operations. The 2025 comparatives have been restated to be consistent with the revised presentation. The amendments are summarised below.
Consolidated statement of cash flows
1. Purchase of equity investments of (£31,501k) have been reclassified from operating to investing activities.
2. Proceeds from sale of equity investments of £65,738k have been reclassified from operating to investing activities.
3. Net loan repayments from investee companies of £3,466k have been reclassified from operating to investing activities and disclosed as loans to investee companies of (£11,241k) and loan repayments from investee companies of £14,707k.
4. Financial income of £3,184k has been reclassified from financing to investing activities.
The net impact of these changes was:
· Net cash from operating activities decreased from £33,487k to (£4,216k).
· Net cash from investing activities increased from £25k to £40,912k.
· Net cash from financing activities reduced from £190k to (£2,994k).
· There was no impact on the change in cash and cash equivalents.
Parent company statement of cash flows
1. Adjustments relating to non-cash items of £413k have been reclassified from financing activities to operating activities.
2. Decrease in amounts owed by group undertakings of £2,260k have been reclassified from financing to investing activities.
The net impact of these changes was:
· Net cash from operating activities increased from £nil to £413k
· Net cash from investing activities increased from £nil to £2,260k;
· Net cash from finance activities decreased from £nil to (£2,673k).
· There was no impact on the change in cash and cash equivalents.
29. ULTIMATE CONTROLLING PARTY
The directors consider there to be no ultimate controlling party.
Notice
The financial information set out above does not constitute B.P. Marsh & Partners Plc's statutory accounts for the year to 31 January 2026 but is derived from those accounts. The statutory accounts for the year to 31 January 2026 have not yet been delivered to the Registrar of Companies. The auditors have reported on those accounts and have given the following opinion:-
· the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 January 2026 and of the Group's profit for the year then ended;
· the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
· the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and
· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Approval
The financial statements were approved by the Board of Directors on 26 May 2026 for their release on 27 May 2026.
-Ends-
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