Half-year Results

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

Highlights:

• A record £13.0m of dividends (36.29p per share) paid thus far in the year ending 31 January 2027, equivalent to 3.5% of NAV, including an £8.0m special dividend declared following the sale of Stewart Specialty Risk Underwriting Limited
• Total shareholder return of 7.0% during the Period, and 10.2% for the twelve months to 31 July 2026
• NAV of £372.2m and NAV per share of 1,048.5p* at 31 July 2026 (31 January 2026: £360.2m; 1,009.9p), after the payment of these dividends
• £30.8m of equity proceeds and loan repayments received from the portfolio, including the final £9.6m tranche of deferred consideration from Paladin, US$12.1m received from XPT Group LLC, and £2.5m from Amiga Specialty Holdings Limited
• Three new investments completed during the Period, in Ventura Risk Partners, Nine Edge Wealth and Autonomy Investment Partners, alongside a follow-on investment in Pantheon Specialty Group, increasing the Group’s shareholding to 41.0%
• £9.8m of new and follow-on equity investment and £18.1m of portfolio lending during the Period
• Minimum dividend of £7.0m intended for the year ending 31 January 2028, bringing total dividends paid and/or intended across the three financial years to 31 January 2028 to not less than £28.0m
• Consolidated profit before tax of £22.8m (six months to 31 July 2025: £32.1m)
• Group liquidity of £37.4m at 31 July 2026; the Group remains debt free

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

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

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

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

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

Analyst briefing and investor presentation:

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

James Macey-White / Ffion Dash

Chief Executive Officer's Statement

A differentiated and compelling investment opportunity

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

Being a specialist is a deliberate part of the strategy. Focusing on traditionally underserved verticals, combined with deep sector knowledge built over decades, is a critical differentiator.

The market opportunity is very attractive, supported by our sector expertise. We deliberately bridge the structural funding gap overlooked by traditional private equity.

We have developed a differentiated business model. B.P. Marsh provides access to specialty, early-stage insurance investment opportunities, supported by clear pathways to cash returns and value realisation.

Our strategy has led to consistent returns for shareholders through NAV growth and meaningful dividends, while maintaining a disciplined approach to capital allocation.

We are proud of our reputation for being supportive and patient towards the companies and management teams we invest in. We typically take minority positions of 20% to 40% and provide long-term capital and strategic support to the founders and entrepreneurs who drive the business forward.

Overview

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

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

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

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

Shareholder returns

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

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

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

Cash realisations

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

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

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

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

Portfolio activity

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

New investments

Ventura Risk Partners Holdings Limited ("Ventura")

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

Date of initial investment: March 2026

Cost of Equity: £49

Equity stake: 25.0%

Loan Facility: £2,000,000

Nine Edge Wealth Limited ("Nine Edge")

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

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

Date of initial investment: March 2026

31 July 2026 valuation: £1,087,000

Cost of Equity: £30

Equity stake: 30.0%

Loan Facility: £5,000,000

Autonomy Investment Partners LLC ("Autonomy")

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

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

Date of initial investment: June 2026

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

Equity stake: 17.9% (preferred capital interest)

Loan Facility: N/A

Follow-on investment

Pantheon Specialty Group Limited ("Pantheon")

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

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

Date of initial investment: June 2023

31 July 2026 valuation: £112,360,000

Cost of Equity: £32,800,025

Equity stake: 41.0%

Post-period investment

Dauntless U/W Limited ("Dauntless")

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

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

Date of initial investment: October 2026

Equity stake: 30.0%

Loan Facility: £2,000,000

Other portfolio company highlights

ATC Insurance Solutions Pty Ltd ("ATC")

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

Sodalis Capital Limited ("Sodalis")

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

Oneglobal Broking Holdings Limited ("Oneglobal")

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

Verve Risk Services Limited ("Verve")

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

Portfolio performance

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

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

NAV breakdown by portfolio company

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

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

Current insurance brokers

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

Current underwriting agencies

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

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

Current other financial services investments

While insurance-related businesses remain B.P. Marsh's primary focus, the Group selectively invests in adjacent financial services where its sector experience, network and patient capital can create value. These investments broaden the portfolio while remaining consistent with the Group's focus on specialist, entrepreneurial financial services businesses.

Current other XPT-related insurance vehicle investments

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

Market and new business

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

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

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

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

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

¹ Marsh Global Insurance Market Index, Q2 2026.

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

Outlook

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

Daniel Topping

Chief Executive Officer

Chief Finance Officer Update

NAV and returns

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

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

Investment performance

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

Income, expenses and profit

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

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

Liquidity and loan portfolio

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

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

NAV per share

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

Francesca Chappell

Chief Finance Officer

Investments

As at 31 July 2026 the Group's equity interests were as follows. Further detail on each investment is available at www.bpmarsh.co.uk.

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

Half Year Consolidated Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 JULY 2026

Notes Unaudited Unaudited Audited 6 months to 6 months to Year to 31 July 2026 31 July 2025 31 January 2026 £'000 £'000 £'000 £'000 £'000 £'000 GAINS ON INVESTMENTS Realised gains on disposal of equity investments (net of costs) 7 1,099 464 19,651 Unrealised gains on equity investment revaluation 5 22,904 30,828 32,650 24,003 31,292 52,301 INCOME Dividends 3,013 2,290 5,178 Income from loans and receivables 2,183 1,348 2,997 Fees receivable 1,318 1,208 2,223 6,514 4,846 10,398 OPERATING INCOME 30,517 36,138 62,699 Operating expenses 3 (8,156) (4,924) (14,790) OPERATING PROFIT 22,361 31,214 47,909 Financial income 547 1,205 1,923 Financial expenses (57) (52) (97) Exchange movements (50) (291) (737) 440 862 1,089 PROFIT BEFORE TAXATION 22,801 32,076 48,998 Income taxes 10 816 (524) (781) PROFIT AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS 23,617 31,552 48,217 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 23,617 31,552 48,217 Earnings per share - basic (pence) 4 66.0p 85.7p 132.6p Earnings per share - diluted (pence) 4 62.7p 81.4p 125.9p

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 JULY 2026

(Company Number: 05674962)

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

and signed on its behalf by:

Daniel Topping & Francesca Chappell

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 JULY 2026

Unaudited Unaudited Audited 31 July 2026 31 July 2025 31 January 2026 £’000 £’000 (Restated) £’000 Cash (used by) / from operating activities Income 6,514 4,846 10,398 Operating expenses (8,156) (4,924) (14,790) Depreciation and amortisation 109 98 199 Adjustment for non-cash gain on derecognition of lease (41) - - Corporation tax paid - (32) (32) Adjustment for non-cash share incentive and share option plans 2,621 211 406 Exchange movement (276) 19 357 (Increase) / decrease in receivables (1,340) 304 (1,751) (Decrease) / increase in payables (638) (1,235) 634 Net cash (used by) / from operating activities (1,207) (713) (4,579) Net cash from / (used by) investing activities Purchase of property, plant and equipment (56) (12) (246) Purchase of equity investments (9,802) (19,727) (34,755) Proceeds from the sale of equity investments 10,255 3,474 33,273 Deferred consideration received from the sale of equity investments 10,302 9,172 9,172 Loans to investee companies (18,092) (6,000) (17,228) Loan repayments from investee companies 10,141 192 2,958 Financial income 547 1,205 1,923 Net cash from / (used by) investing activities 3,295 (11,696) (4,903) Net cash (used by) / from financing activities Financial expenses paid (18) (52) (97) Lease liabilities paid - (96) (193) Dividends paid (12,989) (7,973) (7,973) Payments made to repurchase company shares (1,219) (1,023) (6,912) Amounts received from Employee Benefit Trust 80 - - Net cash (used by) / from financing activities (14,146) (9,144) (15,175) Change in cash and cash equivalents (12,058) (21,553) (24,657) Cash and cash equivalents at beginning of the period 49,480 74,137 74,137 Cash and cash equivalents at end of period 37,422 52,584 49,480

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 JULY 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 JULY 2026

ACCOUNTING POLICIES

Basis of preparation of financial statements

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

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

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

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

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

Going concern

These condensed consolidated interim financial statements have been prepared on a going concern basis.

In adopting the going concern basis for preparing the financial statements, the directors have considered the Group’s business activities, together with the principal risks and uncertainties likely to affect its future development, performance and position. The directors have also reviewed the Group’s management projections and cash flow forecasts for the period to 31 January 2028.

These forecasts and projections, taking account of reasonably possible changes in trading performance, indicate that the Group will have sufficient financial resources to continue in operational existence for the foreseeable future and to meet its liabilities as they fall due.

Accordingly, the directors continue to adopt the going concern basis in preparing these condensed consolidated interim financial statements.

Significant management judgements

Assessment as an investment entity

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

Significant accounting estimates

Fair value of equity portfolio

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

Basis of consolidation

Subsidiaries

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

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

• rights arising from other contractual arrangements; and
• the Group’s voting rights and potential voting rights.

Associates

Investments – equity portfolio

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

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;

by reference to underlying funds under management;

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

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

Income

Income comprises:

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

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

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.

SEGMENTAL REPORTING

The Group operates in one business segment, provision of consultancy services to, as well as making and trading investments in, financial services businesses. The directors consider that there is one reportable segment for the Group as all investments are monitored individually by the Board, which is considered to be the Chief Operating Decision maker based on the definitions within IFRS 8: Operating Segments (“IFRS 8”).

OPERATING EXPENSES

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

1 Adjustment to Net Asset Value represents the cash receivable by the Group when the 525,240 (31 July 2025 and 31 January 2026: 525,240) remaining allocated ordinary shares that are held under joint ownership arrangements within the Employee Benefit Trust, and which were considered fully dilutive as at 31 July 2026, are sold.

2 Adjustment to Net Asset Value represents the cash receivable by the Group when the total remaining 761,499 (31 July 2025 and 31 January 2026: 761,499) allocated and unallocated ordinary shares that are held under joint ownership arrangements within the Employee Benefit Trust, are sold.

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

NON-CURRENT INVESTMENTS – EQUITY PORTFOLIO

9,802

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

The additions relate to the following transactions in the period:

On 17 March 2026 the Group acquired a 30% cumulative preferred ordinary equity stake in Nine Edge Wealth Limited (“Nine Edge”), for a nominal consideration of £30. Nine Edge is a newly established independent financial advice (“IFA”) business led by Derek Miles, former CEO of Aspira Corporate Solutions Limited. The Group also provided Nine Edge with a loan facility of up to £5,000,000, of which £3,585,000 had been drawn down as at 31 July 2026, with a remaining undrawn facility of £1,415,000.

On 17 March 2026 the Group acquired a 25% cumulative preferred ordinary equity stake in Ventura Risk Partners Holdings Limited (“Ventura”), for a nominal consideration of £49. Ventura is a newly established insurance broker focused on placing energy risks into the Lloyd’s and wider London insurance markets. The Group also provided Ventura with a loan facility of up to £2,000,000, of which £400,000 had been drawn down as at 31 July 2026, with a remaining undrawn facility of £1,600,000.

On 1 April 2026 the Group acquired a further 2% cumulative preferred ordinary equity stake in Pantheon Specialty Group Limited for consideration of £5,500,000, from members of its management team. The investment increased the Group’s equity holding from 39% as at 31 January 2026 to 41% at 31 July 2026.

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

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

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

CASH AND CASH EQUIVALENTS

The treasury portfolio comprises 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.

As at 31 July 2026 all amounts held in the funds were non-risk interest bearing deposits (as at 31 July 2025 and 31 January 2026 all amounts held within the funds were non-risk interest bearing deposits).

Investment management costs of £18,634 (6 months to 31 July 2025: £41,771 and 12 months to 31 January 2026: £75,921) were charged to the Consolidated Statement of Comprehensive Income during the period.

REALISED GAINS / (LOSSES) ON DISPOSAL OF EQUITY INVESTMENTS

The realised gains / (losses) on disposal of investments comprise:

The realised gains and losses on disposal of equity investments arising during the period are as follows:

£738,584 of the net gain relates to the sale of the Group’s investment in Stewart Specialty Risk Underwriting Limited (“SSRU”) to Ryan Specialty, LLC, which completed in December 2025. On 14 April 2026 the Group received further consideration of £738,584, representing performance related deferred contingent consideration due to the Group based upon SSRU’s performance in respect of its 2025 financial year, which has been recognised as a realised gain in the period. This brings the total consideration received by the Group to £28,291,020 as at 31 July 2026, representing an overall gain of £28,291,001 above the net cost of investment.

£287,106 of the net gain relates to the receipt of a further distribution from LEBC Holdings Limited (“LEBC”) following LEBC’s receipt (in June 2026) of the second 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. On 8 June 2026 the Group received a distribution of £5,140,407 in respect of its pro rata proportion of the deferred contingent consideration, of which £362,082 was allocated against preferred dividends due to the Group, resulting in net proceeds of £4,778,325. Consistent with the treatment of the first tranche, the Group has recognised the receipt as a partial disposal and written off a proportionate amount of the Group’s original cost of investment in LEBC against the net proceeds received, resulting in the gain of £287,106. The final tranche of deferred contingent consideration is expected to be received by the Group in 2027.

£72,662 of the net gain relates to the Group’s deferred contingent consideration debtor balance held within the Consolidated Statement of Financial Position in relation to the sale of its investment in Paladin Holdings Limited (“Paladin”) in March 2024. The carrying value of the deferred contingent consideration as at 31 January 2026 was £9,491,235. During the period the Group received the second tranche of deferred contingent consideration due in respect of Paladin’s 2025 financial year, amounting to £9,563,897, resulting in the realised gain of £72,662.

£299 of the net gain relates to the disposal of the Group’s entire 39.24% equity holding in Amiga Specialty Holdings Limited (“Amiga”), which completed on 17 March 2026. 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, which was in line with the Group’s carrying value of Amiga as at 31 January 2026, resulting in a realised gain of £299. The Group also received full repayment of its outstanding loans to Amiga of £1,825,000. The sellers, including the Group, may receive deferred consideration contingent on Amiga’s Adjusted EBITDA performance for the financial years ending 31 December 2027 and 31 December 2028.

The disposal of Amiga resulted in a net release of previously unrealised gains to Retained Earnings from the Fair Value Reserve of £705,951.

SHARE CAPITAL

During the period the Company paid a total of £1,218,812, including commission, in order to repurchase 181,000 ordinary shares at an average price of 671 pence per share (6 months to 31 July 2025: the Company paid a total of £1,022,887, including commission, in order to repurchase 145,000 ordinary shares at an average price of 703 pence per share and 12 months to 31 January 2026: 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).

Ordinary shares held by the Company in Treasury

The repurchase of the ordinary shares is borne from the Group’s commitment to reduce share price discount to Net Asset Value.

LOAN AND EQUITY COMMITMENTS

Loan commitments

At 31 July 2026, the Group had undrawn loan facility commitments to various portfolio companies totalling £9,186,304 (31 July 2025: £11,868,228; 31 January 2026: £15,017,682), of which £8,274,846 relates to new or extended facilities granted in the period. The commitment as at 31 July 2026 comprises £3,500,000 re Oneglobal Broking Holdings Limited, £1,600,000 re Ventura Risk Partners Holdings Limited, £1,415,000 re Nine Edge Wealth Limited, £1,000,000 re Salus Capital Partners Limited, £574,083 (AUD 1,100,000) re Agri Services Company PTY Limited, £500,000 re Volt UW HoldCo Limited, £300,000 re Cameron Specialty HoldCo Limited, £185,763 (USD 250,000) re XPT Producer Co LLC and £111,458 (USD 150,000) re Sage Program Underwriters, Inc.

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 July 2026 XPT had not issued any Capital Call Notices.

On 24 June 2026 the Group committed up to USD 25,000,000 of equity funding to Autonomy Investment Partners LLC, of which USD 19,821,372 (£14,728,319) remained uncalled as at 31 July 2026. Any further drawdown requires the separate approval of the Group.

DEFERRED TAX

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 £11,780,000 has been made as at 31 July 2026 (Interim 6 months to 31 July 2025: £12,339,000 and full year to 31 January 2026: £12,596,000).

The deferred tax provision of £11,780,000 as at 31 July 2026 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 July 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.

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.

As at 31 July 2026 there were 761,499 shares (as at 31 July 2025 and 31 January 2026: 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.

During the period £80,000 was received from the Employee Benefit Trust in respect of the £4,106,259 receivable by the Company (6 months to 31 July 2025 and 12 months to 31 January 2026: no amounts were received). As at 31 July 2026 the balance due to the Company was £1,900,000 (as at 31 July 2025 and 31 January 2026: balance due was £1,980,000). As such, provided that the remaining shares are eventually sold from the Employee Benefit Trust for at least 249.5p 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 20 April 2026, a total of 12 eligible employees (including 3 executive directors of the Company) applied for the 26-27 SIP and were each granted 551 ordinary shares (“26-27 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 12 eligible employees (including 3 executive directors of the Company) took up the offer and acquired the full £1,800 worth of Partnership Shares (275 ordinary shares) and were therefore awarded 550 Matching Shares.

The 26-27 Free and Matching Shares are subject to a 1 year forfeiture period.

A total of 16,512 (6 months to 31 July 2025 and also 12 months to 31 January 2026: 15,686) Free, Matching and Partnership Shares were granted to the 12 (6 months to 31 July 2025 and also 12 months to 31 January 2026: 11) eligible employees during the period, including 4,128 (6 months to 31 July 2025 and also 12 months to 31 January 2026: 4,278) granted to 3 (6 months to 31 July 2025 and also 12 months to 31 January 2026: 3) executive directors of the Company.

As at 31 July 2026, and after adjusting for a total of 107,527 ordinary shares withdrawn from the SIP Trust by employees on departure and 11,318 ordinary shares forfeited on departure (since inception), a total of 259,309 (as at 31 July 2025 and 31 January 2026: 244,223) Free, Matching and Partnership Shares had been granted to 12 currently eligible employees under the SIP, including 110,193 (as at 31 July 2025 and 31 January 2026: 106,065) granted to 3 executive directors of the Company.

£41,375 of the IFRS 2 charges (6 months to 31 July 2025: £39,566 and 12 months to 31 January 2026: £79,787) associated with the award of the SIP shares to the 12 (6 months to 31 July 2025 and also 12 months to 31 January 2026: 11) eligible directors and employees of the Company have been recognised in the Consolidated Statement of Comprehensive Income as employment expenses.

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 to 31 January 2026, 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 July 2026.

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.

£2,558,373 of the IFRS 2 charges (6 months to 31 July 2025: £152,102 and 12 months to 31 January 2026: £306,129) associated with the grant of the SOP options to 11 (6 months to 31 July 2025 and 12 months to 31 January 2026: 11) eligible directors and employees of the Company has been recognised in the Consolidated Statement of Comprehensive Income as employment expenses.

The increase in the IFRS 2 charge for the period compared with the prior periods arises because the 490,000 Options reallocated in March 2025 have been treated as a new grant, measured at their fair value at the date of reallocation. In the year ended 31 January 2026 the reallocated Options were accounted for as a continuation of the original grant made in October 2023. The charge for the period therefore includes a cumulative adjustment of £1,504,856 in respect of the period from the date of reallocation to 31 January 2026, which was not considered material to the financial statements for the year ended 31 January 2026. The ongoing charge is also higher than in prior periods, as the reallocated Options are measured at their fair value as at March 2025, reflecting the higher share price at that date compared with the original grant in October 2023. The Group has also recognised an employer’s National Insurance charge of £1,366,516 in the period in respect of the Options, which includes £1,055,092 relating to the period from the date of reallocation to 31 January 2026. Both the IFRS 2 charge and the associated employer’s National Insurance are included within ‘Share-based payment costs and related Employer’s NI’ in Note 3.

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 July 2026 based upon the performance conditions attached to the options (Note 4).

Since the period end, on 14 September 2026 and following the first exercise date of 6 September 2026, 835,249 Options granted under the Company’s Share Option Plan were exercised at an exercise price of 10p per share, including 430,000 Options exercised by the 3 executive directors of the Company. The exercise was satisfied by the transfer of 835,249 ordinary shares held in Treasury and no new ordinary shares were issued.

On the same day, the employees sold 396,052 of the ordinary shares received in order to satisfy their tax liabilities and other costs arising on exercise. These ordinary shares were repurchased by the Company into Treasury at 664 pence per share, outside of the Company’s Share Buyback Programme announced on 15 July 2026, following which the Company held 875,291 ordinary shares in Treasury.