Community And Environment

The Board considers the Group's impact on the wider community and the environment as part of the decision-making process on all key initiatives. The Group's 'Motiv8' programme supports colleagues in their community and charity fundraising activities and our Net Zero Heroes initiative encourages a focus on reducing our carbon footprint, as well as promoting more sustainable procurement practices throughout our supply chain. The carbon emissions section in the *Directors' Report* below details the Group's carbon footprint. This report was approved by the Board of Directors and signed on 4 September 2023 on behalf of the Board by: K J Barber Director REPORT AND FINANCIAL STATEMENTS 2022 21 STRATEGIC REPORT FINANCIAL STATEMENTS

# Directors' 


22 **MARKERSTUDY GROUP**

# Directors' Report

|                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                          | Principal Activity MGHL is a holding company registered in the UK  and the principal activity of the Group is that of  distribution and administration of general insurance  and related services.                                                                                                                                                                                                                                                                                                                                                                                                           The Directors submit their report and the  audited financial statements of Markerstudy Group  Holdings Limited and its subsidiaries ("the  Group") for the year ended 31 December 2022.  Markerstudy Group Holdings Limited ("MGHL" or  "the Company") is a wholly owned subsidiary of  Venus Topco Limited, a company based in Guernsey  with Company No 68521.
Results The Group made a loss of £88,504k for the year  ended 31 December 2022 (2021: loss of £10,596k).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
Directors The Directors of the Company during the period and  to the date of signing the financial statements were as follows:                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                          | Dividends No dividends were paid during the year and  the Directors do not propose the payment of  a final dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                  | B F Higgins Chair of the Board K R Spencer JP  Executive Director - CEO G Humphreys Executive Director - Chief Underwriting Officer K J Barber Executive Director - CFO                                                                  | Addition and Disposal During the Period On 29 April 2022 the Group completed the purchase  of BISL Limited and its subsidiaries BFSL Limited,  ACM ULR Limited and BGL Direct Life Limited for a  consideration of £428.6 million. The acquisition was  funded by a mixture of a drawdown of the unitranche  debt funding, rolling credit facilities and a capital  injection from the Company's parent entity, Venus  Topco Limited. On 30 November 2022, BISL Limited sold BGL Direct  Life Limited for £9.9 million.                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                  | Lord T T M Agnew Appointed 26 June 2023  Non-Executive Director M J P England Non-Executive Director L V McMurray Non-Executive Director A E Tabbakh Non-Executive Director M O Donaldson Resigned 29 March 2023  Non-Executive Director | Events Since the Reporting Date On 24 December 2021 the Group announced an  agreement to purchase Clegg Gifford Holdings  Limited, its insurance broking subsidiary Clegg  Gifford & Co Limited. The deal completed on 20 July  2023 for a consideration of £61.9 million, paid for by  existing funding facilities and a capital injection from  the Company's parent entity, Venus Topco Limited. Post acquisition, two new Guernsey entities were  incorporated to replace the Guernsey branch of  Clegg Gifford & Co Limited, Five Islands Insurance  Limited as an MGA for Channel Islands wholesale  business and Clegg Gifford Channel Islands Limited  as a pure broker for retail business. |
|                                                                                                                                                                                                                                                                                                                                                                  | N A Utley Resigned 18 October 2022  Non-Executive Director                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |