XPS Pensions Group plc
Annual Report and
Accounts 2026
Delivering
sustainable
growth

Strategic report
Highlights 2
At a glance 4
Investment case 5
Business model 6
Markets overview 8
Our strategy 10
Co-Chief Executives’ review 12
Sustainability 16
Non-financial and sustainability
information statement 36
Chief Financial Officer’s review 37
Principal risks and uncertainties 43
Viability statement 51
Governance
Chair’s introduction 52
Board of Directors 54
Board and Committee composition
andoperation 56
Stakeholder engagement 60
Nomination Committee 62
Audit & Risk Committee 65
Sustainability Committee 68
Directors’ remuneration report 70
Annual report on remuneration 84
Directors’ report 94
Directors’ responsibility statement 98
Financial statements
Independent auditor’s report 99
Consolidated statement of
comprehensiveincome 108
Consolidated statement of
financial position 109
Consolidated statement of changes
inequity 110
Consolidated statement of cash flows 111
Notes to the consolidated financial
statements 112
Statement of financial position
– Company 144
Statement of changes in equity
– Company 145
Statement of cash flows – Company 146
Notes to the financial statements
–Company 147
Company information 151
Contents
Delivering
sustainable
growth
Our purpose
We exist to shape and support pension
schemes and other institutions that
provide long-term financial security
to people, for the benefit of society,
and at the same time achieve
profitable growth.
Why we exist
Who we are
XPS is a leading UK consulting and administration
business specialising in the pensions sector and
providing wider ranging support to insurance
companies in the life andbulk annuities sector.
What drives us What we want to achieve
Our vision
We will constantly challenge the
status quo to drive better outcomes
for members and policyholders,
offering our people exciting
andrewarding careers.
Our mission
We strive to be leaders in consulting
and administration with brilliant people
and leading technology enabling
pension schemes, insurers and other
financial institutions to deliver better
outcomes for their members and
policyholders. Our ambition is to
be the best employer in our market,
recognising that our people are at the
heart of what we do and are critical to
our future success.
A forward-looking, ambitious business

Strategic report
Our strategy
Our purpose-driven strategy is centred on our four strategic priorities whilst
delivering long-term, sustainable returns and creating value for our shareholders.
Our sustainability framework has
the mission to “shape a better
future”. With clear ambitions for
each of its priority areas, the
framework supports our corporate
priorities with the ultimate aim to
ensure that sustainability is
embedded in our business model,
products and services.
Read more on page 24
Our sustainability framework
Our strategic priorities Our resources
Grow
market share
Mergers and
acquisitions
Expand
services
Regulatory
change
Strengthening
our
communities
Protecting our
environment
Supporting
ourclients
andmembers
Empowering our
people to thrive
Being a
responsible
business
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XPS Pensions Group plc Annual Report and Accounts 2026
Read more on pages 10 and 11
Our people
Experts in their fields, our people drive the
business. They’re the innovators, the
problem-solvers, theforward-thinkers,
andthat’s why weinvest in them.
Our culture
Values driven, employee centric, inclusive,
friendly, meritocratic – our culture
empowers our business.
Our technology
We invest in technology to deliver our
services efficiently and to bring clarity and
understanding to the complex problems
we help to solve.
Our financial strength
We are consistently profitable with the
financial resources to invest in the
development of services to anticipate
client needs.

Revenue
+13%
Proposed full-year dividend
+11%
FY 2026 FY 2026
FY 2025 FY 2025
£231.8m
£262.7m
11.9p
13.2p
Highlights
Financial
1 Adjusted EBITDA excludes the impact of exceptional and non-trading items (see note 5 in the financial statements). See table 1 in the
appendix to the Chief Financial Officer’s Review for more detail.
2 Adjusted diluted earnings per share is based on adjusted profit after tax, which excludes the impact of exceptional and non-trading items
and the tax impact of these items (see note 5 in the financial statements). Also see table 3 in the appendix to the Chief Financial Officer’s Review.
3 As at year end.
4 For banking covenant purposes, net debt is the drawn revolving credit facility less cash held. This includes any amount owed as contingent
consideration, but excludes lease liabilities.
Adjusted diluted earnings per share
2
+8%
Profit before tax
-5%
FY 2026FY 2026
FY 2025FY 2025
£40.8m
£38.7m
20.6p
22.3p
FTE employees
3
+6%
Basic earnings per share
-12%
FY 2026FY 2026
FY 2025FY 2025
1,901
2,024
Adjusted EBITDA
1
+9%
Net debt/adjusted EBITDA
4
+12%
FY 2026 FY 2026
FY 2025 FY 2025
£69.7m
£75.7m
0.57x
0.64x
14.7p
13.0p
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XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Number of transactions for whichwe
provided risk transfer advice
37
2025: 32
Operational Sustainability
Number of schemes that we
advise with over £1bn of assets
86
2025: 86
Members under administration
1.2m
2025: 1.2m
High eNPS score for the second year in a row
+32 eNPS
2025: +24 eNPS
Continuing investment in softwareassets
to drive operationalefficiencies and
improvecustomer experience
£7.5m
2025: £6.3m
Senior management positions held bywomen
39%
FY 2026
FY 2025
38%
39%
Electricity sourced from no carbon sources
100%
FY 2026
FY 2025
90%
100%
Number of clients in Sustainable funds
48
FY 2026
FY 2025
40
48
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XPS Pensions Group plc Annual Report and Accounts 2026

At a glance
What we do
XPS Group is a leading UK consulting and administration business specialising
inthe pensions sector and providing wider ranging support to insurance companies
in the life and bulk annuities sector. We have benefits of scale – wehave a breadth
of experience to draw on and can invest in solutions for the benefit of our clients –
yet we remain agile, able to respond quickly astheworld around our clients shifts.
Welcome to XPS Group
Our services
15
UK locations
Our 15 locations give us access
toemployees, expertise
andclientsacross the UK.
2,100+
Employees
Our 2,100+ employees have
market-leading experience and
knowledge and pride themselves
onthe highest delivery standards
tosolve our clients’ needs.
1,300+
Clients
We build strong relationships
withour clients, which lead
torepeat business and
opportunitiesto cross-sell.
The foundations of a thriving business
Advisory
We help make sure there is
enough moneyin schemes
Pensions
We provide pragmatic advice that addresses the specific and often complex
challenges faced by UK pension schemes and their corporate sponsors.
xpsgroup.com/what-we-do/pensions-advisory/
Insurance
We provide consulting services that are strategically designed tohelp life
andannuity insurance clients navigate market disruption and stay ahead
ofevolvingregulations.
xpsgroup.com/what-we-do/insurance-consulting/
Investment
We provide clear and independentinvestment advice which we help clients
implement quickly and effectively.
xpsgroup.com/what-we-do/investment-consulting/
Administration
We keep all the records,
communicate with members
and pay thepensions
Administration
Our award-winning pensions administration service puts scheme members
attheheart of everything we do.
xpsgroup.com/what-we-do/ administration/
Self Invested Pensions
We have specialised in
self-invested pensions for
more than 45 years
Self Invested Pensions
XPS Self Invested Pensions is an award-winning SIPP and SSAS pension
provider,trustee and administrator, which has specialised in self invested
pensions for more than 45 years.
xpsselfinvestedpensions.com
4
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Investment case
Why invest in XPS Group?
Diversified and
stable client base
We have long-standing relationships with alarge
and diverse client base, consisting of over 1,300
clients. We have a strong brand and have won
multiple industry awards for our client service.
Read more on pages 12 to 15
1,300+
clients
Top ten clients represent
20%of revenue
Benefit from
regulatory and
market change
There are c.£1 trillion of liabilities of private UK
defined benefit pension schemes and a rapidly
growing defined contribution market. Regulatory
developments are driving increased client activity
and demand for our services.
Read more on pages 8 and 9
>£2.5bn
size of annual fee market
Track record
of profitable
revenuegrowth
XPS has delivered year on year profitable revenue
growth, through a range of macroeconomic conditions,
since listing onthe London Stock Exchange.
Read more on pages 37 to 42
14%
five-year revenue CAGR
Trusted
expertise and
highly engaged
colleagues
The outstanding expertise and client service
focusof our colleagues are widely relied upon and
highly valued by our clients. We have high client
satisfaction scores and our people think XPS is a
great place to work.
Read more on pages 18 to 21
90%
of our people
think XPS is a great place to
work
Non-cyclical and
recurring revenues
with inflation
linkage
Our services are typically provided on the basis of
an open-ended engagement with clients and are
compliance driven to a statutory timetable. They
are, therefore, required in all parts of the economic
cycle. We have a high degree of visibility of
ourrevenue.
Read more on pages 8 and 9
c.90%
repeat recurring revenue
across the business
Strong cash
conversion and
growing dividends
XPS has a robust balance sheet, consistently high
cash conversion and a progressive dividend policy.
Since listing in 2017, £138million has been paid
individends.
Read more on pages 37 to 42
91%
operating cash flow
conversion
Opportunities
for earnings
enhancing M&A
and scale up
We have a proven track record of successful
earnings enhancing M&A which demonstrates
ourability to execute deals that are aligned to
ourcorporate strategy.
Read more on pages 11
7
acquisitions
since listing in 2017
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XPS Pensions Group plc Annual Report and Accounts 2026

Specialist insight and expertise:
Our team of experts brings
deep knowledge and
experience to the table.
Exceptional quality service
and tailored solutions:
We pride ourselves on
delivering a quality service.
Our culture: Our culture
andvalues guide us
ineverything we do.
Diverse client base: XPS serves
a diverse range of clients,
including large corporate schemes,
public sector funds, smaller
pension arrangements and other
financial institutions.
Our resources
Business model
Strong brand: Our strong
award-winning brand sets
us apart from our competitors
and communicates our values
and brand promise.
Our people
Experts in their fields, our people
drive the business. They’re the
innovators, the problem-solvers,
theforward-thinkers, andthat’s
whywe invest in them.
Our culture
Values driven, employee centric,
inclusive, friendly, meritocratic –
our culture empowers our business.
Our technology
We invest in technology to deliver
our services efficiently and to bring
clarity and understanding to the
complex problems we help to solve.
Our financial strength
We are consistently profitable with
the financial resources to invest in
the development of services to
anticipate client needs.
XPS Group’s unique proposition is its ability to add value across its business. Ourpeople,
culture, technology and financial strength make this possible.
Delivering strong and stable growth
Our competitive advantage
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XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Value for all stakeholdersHow we create value
Clients
• Specialist insight and expertise
leading tobetter outcomes for
allstakeholders
• High-quality service
andtailored solutions
• Value for money
Read more on pages 24 and 25
1,300+
clients
Our people
• Stimulating working environment
and attractive career prospects
• First-class training and support
towards professional qualifications
• Competitive remuneration
and benefits
Read more on pages 18 to 21
+32
employee Net
Promoter Score
Shareholders
• Track record of growing revenues,
profits and dividends – more than
£138 million paid in dividends since
listing in 2017
• Non-cyclical demand for services
• Highly predictable revenues
• Strong cash generation
Read more on pages 12 to 15
11%
growth in dividends
in FY 2026
Community and
environment
• Positive impact on communities
through supporting local and
national charities
• Open and fair relationships with
regulators and suppliers through
regularengagement
Read more on pages 22 and 23 and 27 to 35
81%
of offices supplied
with renewable
energy as at
31March 2026
withcommitment
for100% by 2030
Advisory
Offering consultancy services on various
aspects of pension schemes, advising clients
on investment strategies for their pension
funds and also providing a wider range of
support services to insurance companies
inthe life and bulk annuities sector.
Read more on pages 14 and 15
Administration
Managing the day-to-day operations of
pension schemes, including member data,
contributions, benefit calculations and
communication with members.
Read more on page 15
Effective capital allocation is crucial for
sustained growth and competitiveness. It
plays a vital role in shaping the firm’s overall
strategy and ensuring long-term success.
Capital allocation priorities
Organic
growth
Best in class
technology
platform
Progressive
dividends
Earnings
enhancing
strategic M&A
Capital
allocation
priorities
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XPS Pensions Group plc Annual Report and Accounts 2026

Large addressable markets for our services
Markets overview
Our end markets are large . We estimate that the fee market for services required by
pension scheme trustees and employers to be around £3bn pa. The Group’s addressable
market now extends to insurers and other institutions, including participants in the
bulk annuities market and providers of long-term financial protection, with an
addressable fee market of an additional £1.5bn.
New regulation passed
Regulatory landscape changes
Tailored advice is required by trustees and
sponsors on how the rules affect their schemes
and what action should betaken
New multi-year demand stream
forXPS’sservicesisgenerated
Market development
Change in financial circumstancesfor schemes
Tailored advice required by trustees and sponsors
on how the shift in financial markets affects their
schemes and what action should be taken
New multi-year demand stream
forXPS’sservicesisgenerated
In recent years, a series of new regulations has been
passedincluding:
• the Pension Schemes Act of 2021;
• the Pension Schemes Act of 2026;
• the GMP equalisation ruling;
• the CMA review of the investment market; and
• a recent new funding code for defined benefit schemes.
Each of the above has given rise to incremental growth
within existing revenuestreams. More regulations in the
future are inevitable; we expect new rules on the release of
surplus from defined benefit schemes to come into force in
the first half of 2027.
Growth from financial market changes
Financial market developments have the same effect
asnew regulations: clients need to navigate the change
andso new demand for our services isgenerated.
A number of key market developments are generating
demand for our services. These include the shift from
alow-to-higher-interest/inflationary rate environment,
thegrowing overlap between the pension scheme and
insurance markets, and growth in the defined contribution
(DC) market.
Markets for all seasons
Our end markets have built-in protection against the
economic cycle and inflation.
Protection against the economic cycle
The UK pensions consulting and administration market
operates largely independently of the wider economy.
Members still need to be paid the correct amount on time,
regardless of prevailing economic conditions. In addition,
scheme funding and strategy require regular monitoring to
ensure obligations to members continue to be met. Pension
schemes require advice and solutions throughout the
economic cycle, including when the wider economy is
facing challenges.
Protection against inflation
Across our markets, contracts and fees are typically linked
to inflation. For work done on the basis of a retainer, client
contracts typically include annual price increases aligned to
an inflationary measure. As a result, pricing in the UK
pensions fee market has historically tracked at least the
rate of inflation, equating to an annual growth rate of 3–4%.
In recent years, market growth has exceeded this long-term
growth rate for two main reasons: inflation has been (much)
higher and increased activity volumes.
Structural growth
Our markets do not merely track inflation; they also benefit
from structural drivers which drive increased activity
volumes. Thesecan be split into two categories: regulatory
growth and growth from financial market changes.
Regulatory growth
To ensure members and the benefits they are due remain
protected at all times, pension schemes operate in a highly
regulated yet constantly evolving environment. New rules
and guidance are regularly drawn up and implemented,
andevery time this happens, new advice and solutions
arerequired.
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XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
The shift from a low-to-higher-interest/inflationary rate environment
What does this mean for pension schemes?
The shift in the interest rate environment has led to a
material improvement in the financial circumstances
of many schemes in recent years. The near-zero
interest rate regime that previously prevailed had led
to many schemes falling into large deficits, meaning
the value of their respective liabilities (what they owe
to members) became far larger than the value of their
respective assets (what the schemes own). Today’s
higher interest rates have led to deficits being sharply
reduced and, in many cases, replaced by surpluses.
How is XPS positioned?
Trustees and corporate sponsors require advice on
what to do with this improved financial position. We
provide that advice and help put in place strategies
that are suitable for individual schemes, whether this
is de-risking to lock in the improved financial position,
run-on-for-surplus (potentially enabling excess funds
to be returned to the sponsor or used to improve
member benefits), or accessing solutions in the bulk
annuity market. We have deep expertise in designing
and implementing all of the strategic options available.
1
The growing overlap between the pension scheme and insurance industries
What is behind the overlap?
Many defined benefit pension schemes are electing
to de-risk by transferring their responsibilities to
insurance companies via the bulk annuities market.
InFY 2026, there were 350 deals in the UK bulk
annuity market worth a combined £38 billion. This
represents asmall fraction of the estimated
£1.2trillion liabilities still outstanding within the
private sector pension market. Further growth in the
bulk annuity market is therefore expected for many
years to come and as aresult, the overlap between
the pension scheme andinsurance industries will
continue to grow.
What does this mean for pension schemes?
A pension scheme electing to go down the de-risking
route requires a lot of support and advice, including
complex preparatory work on data, benefit
specifications and transaction broking services.
Atransaction from inception to ultimate completion
will typically take three to four years with XPS
providing support throughout.
What does this mean for insurance companies?
Insurance companies taking on the assets and
liabilities of schemes require support and services
toadminister members’ benefits and ensure these
are protected.
How is XPS positioned?
XPS offers a full suite of services to pension scheme
trustees and corporate sponsors through our Risk
Settlement team, as well as to insurance companies
and other commercial entities that seek to take on
pension liabilities such as superfunds. Our observation
is that although the number of defined benefit
schemes will gradually decline, many members of
these schemes will be receiving benefits for 50 years
or more, whether from a pension scheme or another
institution. Essentially, we “follow the member”
throughout the whole process, providing support
topension schemes, insurers and other institutions
that take responsibility for paying members’ benefits.
2
The wider insurance market
What support do insurers need?
Insurance companies need a lot of support on other
matters too. Most are staffed to deal with stable
business as usual activities, but seek external support
to adapt to market and regulatory changes, which
(like for pension schemes) happen frequently. In
recent years, for example, insurers have needed a lot
of support in adapting to a new accounting standard,
and many need support in modernisation programs
in the area of finance and risk management.
What capability does XPS have?
We began to invest in our insurance consulting
capability two years ago, and have recruited a senior,
experienced team. Building on this we made the
acquisition of an insurance consulting business,
Polaris, early in 2025. We now have the capability
toprovide wide ranging support to insurers,
wellbeyond the overlap created by the bulk
annuitymarket.
How is XPS positioned?
XPS has strong relationships with a number of
thelargest insurance companies in the market.
Wehave 18 Master Service Agreements with such
insurers. As such we are very well placed to win
valuable mandates in the insurance consulting market
in the future.
3
£4.5bn+
Total addressable market
£3.0bn+
Pension fee market
£1.5bn+
Insurance fee market
Total addressable market
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XPS Pensions Group plc Annual Report and Accounts 2026

Our strategy
Our strategic pillars
Pension scheme members need to receive the correct
amounts they are owed when they are due. To ensure
they do, the regulatory landscape governing pension
schemes is constantly evolving. New rules regularly come
into effect and when they do, pension schemes and their
members require advice and support across all four areas
of the UK pensions market – administration, actuarial,
investment and employer covenant – to understand and
adapt to the changing regulatory environment. Typically,
the workflows generated run for multi-year periods.
As our markets expand and evolve so too must the
services we offer. By continually investing in cutting-
edge technology and our people, we can scale up our
platform so that we can always offer new and existing
clients the solutions they need.
As a Group, we have generated nine consecutive years of profitable revenue
growth since becoming a publicly traded company in February 2017.
This growth stems from our four core strategic pillars below.
Capturing growth
Regulatory and market change drives growth in our end markets. Whenever new regulations come
into force or key market developments take place, pension scheme trustees, corporate sponsors,
insurance companies and individual members require support to navigate the change. Demand for
advice and solutions is therefore generated and this in turn drives market growth.
The year saw continued progress made across all four strategic pillars.
Progress in FY 2026
We continued to help clients implement the new Single Code of
Practice and Funding and Investment Code as well as roll out our
equalisation solution for the multi-year GMP rectification project.
Demand was also driven by new rules on pension scheme
valuations that came into force in 2024. These require a change to
how clients’ triennial actuarial valuations are carried out.
Progress in FY 2026
Areas of focus during the year included further expansion of our
services in life insurance consulting, a tangential market for XPS.
Alongside this, we launched XPS Integrated Run-On for DB
trustees and sponsors, XPS Xchange to facilitate illiquid asset
trades on the secondary market, and a new investment solution
for small and medium-sized DC schemes.
Progress in FY 2026
Thanks to being one of the few service providers to have successfully
delivered the McCloud rectification project accurately and on time,
we secured new ongoing administrator mandates including the West
Midlands and Metropolitan Police forces, the latter being XPS’s
largest ever public sector client. We also completed the transition to
provide full administration services for the entire SEI Master Trust
from their previous supplier. We have continued to win new work with
insurance companies following the acquisition of Polaris in FY 2025.
Progress in FY 2026
Following the acquisition of UK insurance consultancy business
Polaris in FY 2025, the year under review was focused on
embedding the business within our Insurance Consulting division,
leveraging cross-selling opportunities and accelerating our
expansion into the UK insurance consulting market. In line with
this, insurers that were previously Polaris clients were seamlessly
transitioned into clients of the wider Group.
Priorities for FY 2027
• Prepare trustees and corporate sponsors for the introduction of a
new Pension Schemes Bill which is due to come into effect in 2027
• Help trustees of pension schemes and corporates evaluate
therelative merits of available options such as running on
andrisk transfer
Priorities for FY 2027
• Focus on operational and functional refinement of Aurora
inFY2027 and progressing the migration of clients from
ourfinal legacy system
• Leverage the 2025 acquisition of strategic consultancy Polaris
Actuaries and Consultants Ltd (“Polaris”) to expand the Group’s
service offerings in the insurance consulting market
• Continue to invest in AI-driven solutions to scale up our
platform and provide innovative solutions to clients
Priorities for FY 2027
• Grow our share of the risk transfer market
• Increase cross-selling opportunities across the business
• Pursue new mandates within Administration including first-time
outsourcing and public sector opportunities
Priorities for FY 2027
• Continue to evaluate potential opportunities that meet our
investment and strategic criteria
Key risk s
• Third-party supplier and outsourcing issues/errors, theft and
fraud and execution risk with our strategy
Key risks
• Strategic planning and execution, financial performance,
information/cyber security, human resources, client engagement
and business conduct and reputation
Key risks
• Strategic planning and execution, errors and third-party
supplier/outsourcing issues
Key risks
• Financial performance and business conduct and reputation,
strategic planning and execution
57%
Employers looking to
run their DB pension
schemes on for surplus
extraction
36%
Our clients who have
completed all stages of
GMP equalisation
670k
The total number of
members now on the
Aurora platform
46
The number of risk
transfer engagements
secured by the Group
during the year
7%
Organic revenue growth
during the year
4
Our ranking in the
pension services fee
market in terms of
revenues
7
Acquisitions since
listingin 2017
£62m
Capital deployed
sinceFY 2018
Regulatory change
as a driver of activity
Growth through
expanding services
Read more in Principal risks and uncertainties on pages 43 to 50.
10
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Investing in our platform increases its scale and
functionality. Not only does this expand our best-in-
class service offering and capability; it also allows us to
grow our market share in both the £2.5 billion pension
scheme fee market and the £1.5 billion insurance
consulting fee market.
Our focus is to expand our offering and grow our
market share organically. Our strong balance sheet
also allows us to pursue inorganic growth
opportunities that match our investment criteria.
Growing market
share
Growth through
M&A
Regulatory change: The upcoming Pension Schemes Bill
The new Pension Schemes Bill aims to make it easier
for well-funded defined benefit schemes to run on,
enabling surpluses to be deployed for the benefit of
members and the sponsoring companies and for
growth in the wider economy to be facilitated.
When does it come into effect?
2027.
What does this mean for pension schemes?
Once the bill is in place, trustees and corporate
sponsors will require advice on what the best and
most appropriate long-term strategy for their
schemes will be.
How is XPS positioned?
Our full-service offering enables us to advise on all
the various options available, including “run-on-for-
surplus” and de-risking strategies.
Progress in FY 2026
We continued to help clients implement the new Single Code of
Practice and Funding and Investment Code as well as roll out our
equalisation solution for the multi-year GMP rectification project.
Demand was also driven by new rules on pension scheme
valuations that came into force in 2024. These require a change to
how clients’ triennial actuarial valuations are carried out.
Progress in FY 2026
Areas of focus during the year included further expansion of our
services in life insurance consulting, a tangential market for XPS.
Alongside this, we launched XPS Integrated Run-On for DB
trustees and sponsors, XPS Xchange to facilitate illiquid asset
trades on the secondary market, and a new investment solution
for small and medium-sized DC schemes.
Progress in FY 2026
Thanks to being one of the few service providers to have successfully
delivered the McCloud rectification project accurately and on time,
we secured new ongoing administrator mandates including the West
Midlands and Metropolitan Police forces, the latter being XPS’s
largest ever public sector client. We also completed the transition to
provide full administration services for the entire SEI Master Trust
from their previous supplier. We have continued to win new work with
insurance companies following the acquisition of Polaris in FY 2025.
Progress in FY 2026
Following the acquisition of UK insurance consultancy business
Polaris in FY 2025, the year under review was focused on
embedding the business within our Insurance Consulting division,
leveraging cross-selling opportunities and accelerating our
expansion into the UK insurance consulting market. In line with
this, insurers that were previously Polaris clients were seamlessly
transitioned into clients of the wider Group.
Priorities for FY 2027
• Prepare trustees and corporate sponsors for the introduction of a
new Pension Schemes Bill which is due to come into effect in 2027
• Help trustees of pension schemes and corporates evaluate
therelative merits of available options such as running on
andrisk transfer
Priorities for FY 2027
• Focus on operational and functional refinement of Aurora
inFY2027 and progressing the migration of clients from
ourfinal legacy system
• Leverage the 2025 acquisition of strategic consultancy Polaris
Actuaries and Consultants Ltd (“Polaris”) to expand the Group’s
service offerings in the insurance consulting market
• Continue to invest in AI-driven solutions to scale up our
platform and provide innovative solutions to clients
Priorities for FY 2027
• Grow our share of the risk transfer market
• Increase cross-selling opportunities across the business
• Pursue new mandates within Administration including first-time
outsourcing and public sector opportunities
Priorities for FY 2027
• Continue to evaluate potential opportunities that meet our
investment and strategic criteria
Key risk s
• Third-party supplier and outsourcing issues/errors, theft and
fraud and execution risk with our strategy
Key risks
• Strategic planning and execution, financial performance,
information/cyber security, human resources, client engagement
and business conduct and reputation
Key risks
• Strategic planning and execution, errors and third-party
supplier/outsourcing issues
Key risks
• Financial performance and business conduct and reputation,
strategic planning and execution
57%
Employers looking to
run their DB pension
schemes on for surplus
extraction
36%
Our clients who have
completed all stages of
GMP equalisation
670k
The total number of
members now on the
Aurora platform
46
The number of risk
transfer engagements
secured by the Group
during the year
7%
Organic revenue growth
during the year
4
Our ranking in the
pension services fee
market in terms of
revenues
7
Acquisitions since
listingin 2017
£62m
Capital deployed
sinceFY 2018
11
XPS Pensions Group plc Annual Report and Accounts 2026

Looking ahead with confidence
Co-Chief Executives’ review
In previous years, we’ve used the opening paragraphs of
our year-end statement to highlight how far the Group has
come. It is tempting to do the same this year. After all, we
are reporting a ninth consecutive year of revenue growth
as a listed business. Furthermore, the 13% growth in Group
revenues for the year ended 31 March 2026 compounds
onasustained period of high growth with our revenues
of£263million over five times larger than the £50million
we reported in 2017. We have also grown profitably with
FY 2026 adjusted diluted earnings per share of 22.3p,
2.5times the 8.9p generated in the first full year after
welisted in 2017. We have delivered all this with low levels
of debt too – leverage at year end isjust 0.64x EBITDA.
We are proud of our achievements, and we are especially
proud of our people who are the driving force behind
oursuccess, but this year we want to use the opening
paragraphs of our statement to be more forward looking.
This is because, despite maintaining our multi-year track
record of growth, we firmly believe XPS’s best years lie
ahead and not behind us. Our confidence is based on
three things: our platform, our people and the expanding
opportunity set we see before us.
A scalable platform
Our scalable platform has been delivering a high level of
service to our pension scheme and insurance clients for
many years. As a result of the investments we have made,
XPS is a high-quality provider of scale offering all the
services pension trustees and sponsoring employers
require: actuarial, administration, investment and
employer covenant solutions.
We continue to develop our platform to improve the services
we provide. This includes making use of cutting-edge
technology and investing in artificial intelligence (AI) to
help our people continue to deliver the highest standards
of service to clients. In line with this, we are piloting and
deploying numerous AI-driven solutions across the
Group, which in our Administration business is possible
thanks to the recent development of our proprietary system,
Aurora, itself designed with AI in mind.
On the broader topic of AI in our industry, we observe
that there are high barriers to entry, as domain
knowledge is critical, access to data to train AI models
isnot readily available, and buyers of our services are
relationship and trust driven and want to work with firms
with a long, deep track record. As such we think the
future winners from AI in our industry are already in our
industry. We also think we are very well placed to be one
of these winners, by virtue of our size and position in the
market – we are big enough to invest and credible to win
the largest appointments in the market, but we retain
agility and focus which larger less specialist firms will
naturally find more of a challenge.
The full-service platform we have in place, however,
isnothing without our people.
This year marks our ninth consecutive year of revenue growth, reflecting the strength
of our business and giving us confidence in our future prospects.
We are proud of our achievements, and
we are especially proud of our people
who are the driving force behind
our success.”
Ben Bramhall
Co-Chief Executive Officer
Our platform and our people position us
well to take advantage of the expanding
opportunity set we see in front of us.”
Paul Cuff
Co-Chief Executive Officer
12
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Our people
In an industry where human interaction and empathy are
vital, our people remain key to the Group’s continued
success. They are driven by a shared sense of purpose
centred around ensuring scheme members receive the
financial benefits they are owed when they are due.
Itistheir passion for what they do that has driven the
financial performance described above. It is also why
theGroup is regularly recognised by the wider industry.
Atthe 2025 UK Pensions Awards, XPS was named the
Sponsor Covenant/IRM Adviser of the Year for the
second successive year.
What matters more than awards, however, is what our
own people think of our culture. This year, our employee
survey delivered another strong set of results, the
highlight of which was an employee Net Promoter Score
of +32. We are determined to score a high rating from our
people every year, and fostering a culture where
everyone feels avalued member of the XPS family is key
to this. It was therefore encouraging to see XPS named
Best Medium Sized Organisation for Business Culture at
this year’s Business Culture Awards. The award is especially
pleasing as it is not restricted to the financial services
industry but open to all businesses in the UK. At the same
ceremony, we also received a commendation for the Best
Employee Voice Initiative category.
Every year we hold our own awards ceremony. Our
Values in Practice Awards highlight the work our people
do at the workplace, in their local communities and for a
wide range of charities. We celebrate the many people at
XPS who really do go “above and beyond” in the support
they show for their colleagues and their communities.
Every year we come away from the ceremony with a
feeling of immense pride that we belong to such an
impressive and selfless group of people and this year’s
award ceremony was no different.
Our expanding opportunity set
Our platform and our people position us well to take
advantage of the expanding opportunity set we see in
front of us. Market-driven developments are transforming
our industry.
A step change in the outlook of defined benefit schemes
The rapid transformation in the financial health of
pensions schemes is a significant market development.
The shift from a low-to-higher-interest rate/inflationary
environment has meant deficits that had previously
prevailed have either been sharply reduced or replaced
bysurpluses. Today, the percentage of pension schemes
in surplus stands at over 50% compared to very few ten
years ago, with schemes having moved from acollective
deficit measured in the hundreds of billions of pounds to an
aggregate surplus of approximately £200 billion, a huge
swing. As a result, pension schemes are faced with a
radically different financial position to in the past, one
that comes with a wider range of options, and even
greater need for good advice.
This transformation in financial position has driven a
surge in demand for bulk annuity transactions in recent
years. We expect this to continue for many years to
come, particularly for smaller defined benefit schemes for
whom this will likely be their best option. However, a new
option of “running-on-for-surplus” is increasingly gaining
traction amongst sponsors of larger defined benefit
schemes. Many are starting to see their pension scheme
no longer as the risky liability it once was, but rather as an
asset. Forschemes in long-term run-off mode, there will
be opportunities for value from surplus to be released
directly to both sponsors and members. New regulations
regarding how this can be done safely are due to come
into force in 2027, and our clients will need a considerable
amount ofadvice and support as this happens.
Invested for the future
Metropolitan Police contract win
XPS was selected by DXC as part of a wider
consortium to deliver HR services to the Metropolitan
Police. DXC chose to partner with XPS specifically
forthe provision of pensions administration services
inrecognition of our extensive experience supporting
33 police forces across the UK and our reputation as
abest-in-class provider. The contract was awarded
following a rigorous competitive tender process,
during which our teams demonstrated strong technical
capability, detailed planning and a clear understanding
of the needs of the force.
This long-term partnership represents a significant
achievement for XPS and further strengthens our
position as a trusted provider within the policing
sector. The contract has a maximum term of nine
years, with services scheduled to go live in 2027.
Preparatory work and transition planning are
alreadywell underway, ensuring a smooth and
well-governed implementation.
This success reflects the quality of our people, the
strength of our sector expertise and our continued
commitment to delivering resilient, high-quality
administration services to clients across the
publicsector.
13
XPS Pensions Group plc Annual Report and Accounts 2026

Our expanding opportunity set continued
The great capital shift – “follow the member”
It is not just companies and scheme members that stand
to benefit from this deficit-to-surplus switch, but the wider
economy too. There is well over £1 trillion of capital in
around 5,000 private sector defined benefit schemes, and
every scheme is going to need to decide on and execute
its long-term strategy. A large amount of this capital will
move from pension schemes to insurers or other end
destinations such as pension superfunds or company
balance sheets. There will be capital flows in the hundreds
of billions of pounds taking place over the next 10-15 years,
a quantum unmatched anywhere else in the UK economy
today. XPS lies at the heart of the value chain servicing this
great capital shift.
Whilst there may be further market developments in the
coming years, one simple fact remains: many members of
defined benefit schemes will be receiving pensions for the
next 50+ years. A range of institutions will honour these
obligations over time – pension schemes, insurance
companies, superfunds and other vehicles. Our observation
is that whoever this is, they will need administration and
advisory support on this journey. It is for this reason that
we have developed what we call our “follow the member”
strategy – we will be a brilliant provider of support to all
of these institutions to provide safety and security to our
ultimate end client, the current members of pension
schemes, on this journey.
In recent years there has been material growth in the bulk
annuities sector where the responsibilities of a defined
benefit pension scheme are transferred to an insurance
company – 2025 was a record year for deal numbers, with
around 350 transactions in the market. Here our “follow the
member” mantra means we provide a full range of services
across the entire value chain, helping our clients prepare for
and execute a transaction, and also helping insurers to
onboard and support their new policyholders for the long
term once the pension scheme has been wound up.
More widely, just as with pension schemes, insurers require
support in areas such as financial reporting, reserving,
risk management and data architecture – services we
have been providing to pension schemes for many years.
It is through our dedicated Insurance Consulting team
that we deliver the same level of support for insurers as
we do for pension trustees and corporate sponsors.
Following last year’s Polaris acquisition, and building on
the capability we already had, we offer insurers operating
both within and outside the bulk annuity market a full
suite of services from strategic consultancy at the front
end through to on-the-ground implementation.
It is because of our platform, our people and our expanding
opportunity set that we believe the Group’s best years lie in
front of it. We estimate the growing overlap between the
pensions and insurance industries is scaling up our total
addressable market to over £4.5 billion: £3.0 billion from
the traditional pension fee market plus £1.5 billion in the
insurance fee market. We are well placed to take market
share in this large, expanded opportunity set in the future.
It is because of our platform, our people
and our expanding opportunity set that
we believe the Group’s best years lie in
front of it.”
Strong underlying performance
The great capital shift is evident in our full-year results.
Forthe year ended 31 March 2026, we are reporting total
Group revenues of £262.7 million, ayear on year increase
of 13% (FY 2025: £231.8 million) with organic growth of 7%.
Theseheadline growth figures, though, are not a true
reflection of the strength of the Group’s underlying
performance. Last year’s outcome benefited from
revenues generated by the McCloud rectification work we
took on for public sector clients. McCloud was a one-off
project which saw XPS complete more than 38,000 cases
for our police force clients by the March 2025 deadline
using high levels of automation. Excluding McCloud,
revenue growth was 18%, 12% organic. Of this, around
two-thirds (8%) was generated via higher volumes with the
remaining third coming from higher prices.
This volume growth is thanks to strong demand from new
and existing clients across a wide range of service lines,
including multi-year projects such as GMP equalisation,
and the expansion of our offering into the insurance
consulting market. UK inflation continued to provide a
tailwind thanks to the industry practice of embedding
inflation linkage into contracts, but it was not the main
growth driver during the year.
The strength of our full-year performance can be seen
atthe earnings level too: FY 2026 adjusted EBITDA of
£75.7million (FY 2025: £69.7 million); and adjusted profit
before tax of £64.2 million (FY 2025: £59.5 million).
Last year, the McCloud remedy project was delivered in a
highly automated manner leveraging our Aurora platform.
Excluding this impact, adjusted EBITDA growth this year
would have been well ahead of revenue growth, meaning the
Group has benefited from underlying operational gearing
(earnings growing faster than revenues) for thefourth
consecutive year. Theadjusted EBITDA performance was
allthe more pleasing as it was achieved despite higher
employer National Insurance costs that came into effect
during the year, as well as further growth investment in
Insurance Consulting. Ourongoing focus on managing costs
and operational efficiencies continue to play akey role here,
as does harnessing benefits from onboarding clients onto
Aurora and switching off legacy third-party systems.
Double-digit dividend growth
In line with our progressive dividend policy, the Board is
proposing a 13.2p dividend for the year, a 11% increase on
2025’s 11.9p per share. It is the fourth successive year of
double-digit dividend growth.
Our full-year dividend has now increased by 110% since our
2018 payout of 6.3p per share, a testament to the progress
we have made, our confidence in the Group’s prospects and
the strength of our balance sheet. As at year end, Group
leverage stood at 0.64x compared to 0.57x previously and
well below our medium-term leverage target of 1.0–1.5x.
Growth across all divisions
Revenues grew across all three divisions: Advisory;
Administration; and SIP.
Advisory
Advisory, our largest division, accounting for 57% of
Grouprevenues, includes actuarial and consulting services
provided to pension trustees and insurance companies,
aswell as investment consulting services, posted the
strongest growth: revenues were up 20% to £150.1 million
(FY2025: £125.5 million) with 7% of this generated
organically. Advisory is one of the areas where demand
isbenefiting from the rapid change in pension scheme
Co-Chief Executives’ review continued
14
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
funding levels and recent regulatory developments.
Inparticular, clients are approaching us for advice on how
best to navigate the new regime and whether to deploy
“run-on-for-surplus” or de-risking strategies such as bulk
annuity transactions. Our proprietary Radar platform
helpscorporate sponsors and trustees evaluate the relative
merits of both strategies to inform the discussion. Should
clients go down the “run-on-for-surplus” route, wecan
advise them on how this can be achieved safely and
efficiently, including advice on funding and investment
strategies. This advice is only really the tip of the iceberg –
we expect higher levels of activity once the new regulations
relating to run-on-for-surplus, due in 2027, arefinalised.
Atthe same time, many clients (particularly smaller pension
schemes) are still electing for the insurance option, and
here our Risk Transfer team can provide the support they
need. We have seen strong growth in this area, with
revenues in Risk Transfer up 31% to £19.0 million inFY 2026.
Within Advisory, we are excited by our expansion into
Insurance Consulting services, with Polaris’ established
client relationships driving opportunities for the wider
Group. Capitalising on cross-referral opportunities to
strengthen our relationships with and increase the work we
do for, insurers was a key part of the rationale for acquiring
Polaris, and the decision is paying off. A great example is a
large project that we worked on for a bulk annuity insurer
in the second half ofthe year, where we provided support
with onboarding pension schemes; this work was won on
aPolaris contract we inherited, but was delivered
predominantly by the pre-existing XPS actuarial team.
The Group is not only being retained on Preferred Supplier
Lists that Polaris was already on but is also being included
in categories that the business was not previously on. We
have also been added to lists with new organisations for
the first time. This sets us up very well for the future.
Administration
Accounting for 38% of Group revenues, Administration
isour second largest division. Despite the McCloud project’s
distorting effect on last year’s numbers, Administration
continues to grow strongly at both absolute and underlying
levels: revenues increased 5% to £98.7 million (FY 2025:
£93.7 million). Excluding McCloud, underlying growth was
18% which was driven largely by new mandates and project
work in both the private and public sector (including ongoing
GMP equalisation work). We also won our largest ever public
sector client, the Metropolitan Police, a scheme with 80,000
members. This scheme will go live in FY 2027. We believe
our success in being one of the few providers to deliver the
McCloud project accurately and on time contributed to this
marquee contract win. As at 31 March 2026, the number of
members under administration stood at 1.2 million.
We also completed the transition to provide full
administration services for the entire SEI Master Trust
from their previous supplier. As we were previously the
administrator for the National Pension Trust (NPT) which
was merged into the SEI Trust, we are delighted to be
appointed to run the whole trust.
A key driver of new business is our technology, specifically
Aurora, our proprietary cloud-native platform. Aurora has
multiple benefits, for both us and our clients and
members. It represents a big step forward in our business
as increasingly we are using fewer third-party systems.
During the year, we continued to roll out the platform
across our client base which allowed us to switch off
more of these legacy systems, capture efficiency gains
and, above all, provide a higher level of service to clients.
SIP
At 5% of overall revenues, SIP is the Group’s smallest division.
Good progress continues to be made, with revenues up
10% year on year to £13.9 million (FY2025:£12.6 million).
Inclusion on the recommended SIPP-provider lists of
leading financial adviser panels, such asStJames’s Place,
as well as our award-winning platform, continues to
generate new business flows.
Growing responsibly
Thanks to the investments we have made in our people
and platform, along with long-term market and regulatory
drivers, we are confident our track record of growth will
be maintained in the years ahead.
The quantum of growth is important to us, but so too is
the quality. We are determined to grow responsibly. This
is not just limited to reducing our carbon footprint or sourcing
all our electricity from renewable energy sources by 2030
but also includes ensuring the wellbeing of our people
and safeguarding the financial security of scheme
members. With the debate moving towards how
corporate sponsors can take excess funds out of
schemes, this is more important than ever.
In line with our purpose, it is our duty to ensure that
members are protected and that where any funds are
taken out of schemes, it is done safely.
Looking ahead
Our growth record demonstrates how our people and
platform continue to deliver for clients and members.
Weare able to do this because we continually invest
inour capabilities, our people and our technology so
thatthe services we offer are always of the highest
standard. Importantly, it ensures they also remain
relevantin what is a constantly changing regulatory
andmarket environment. This is why we are confident
that XPS is set to play its part in the huge capital shift in
the years ahead and why theGroup has never been
better placed to continue todeliver for all stakeholders.
Final thanks
We would like to take this opportunity to thank
AlanBannatyne and Margaret Snowdon OBE who
stepped down from the Board as independent Directors
(Alan as Chair) during the year. Both had served on the
Board for nine years and so, under the UK Corporate
Governance Code, could no longer be considered
independent of the Group. It has been a pleasure to work
with them and we wholeheartedly wish them all the best
for the future.
Alan and Margaret’s respective nine-year terms cover
atransformational period for XPS, one that saw
thebusiness grow from c.400 employees into the
c.2,100-strong FTSE 250 company it is today. We remain
dedicated to building on the strong foundations already
inplace. In line with this, we are working closely with the
Board under the chairmanship of Martin Sutherland to take
the business to even greater heights in the years ahead.
Paul Cuff Ben Bramhall
Co-Chief Executive Officer Co-Chief Executive Officer
17 June 2026 17 June 2026
15
XPS Pensions Group plc Annual Report and Accounts 2026

Our sustainability framework: shaping a better future
Our sustainability framework reflects our commitment to embed sustainability into every aspect of our business.
Itreflects our values at XPS, including a strong commitment to doing the right thing and acting responsibly for the
long term. We have identified four priority areas of focus to help shape a better future: empowering our people to
thrive; strengthening our communities; protecting our environment; and supporting our clients and members.
Being a responsible business
XPS has a culture of strong governance that minimises risk, upholds high standards
inconductandcomplieswith legal standards.
Material issues
Business ethics & values, Corporate governance, Cyber security & data privacy,
Humanrights&modernslavery,Supply chain management
XPS promotes a diverse and inclusive culture, enabling people to realise their fullest potentials.
Material issues
Employee engagement, Inclusion, equality and diversity, Learning & development, Employee health & wellbeing
Empowering our people to thrive
Strengthening ourcommunities Protecting ourenvironment
Supporting our clients
and members
XPS contributes to
thelocalcommunities near
itsoffices, working together
fora better future.
Material issues
Community engagement,
Charitable giving
XPS works to mitigate climate
change by minimising its impact
on the environment.
Material issues
Climate change & environment,
Environmentally friendly culture
XPS supports its clients and
members to optimise outcomes.
Material issues
Sustainable products & services,
Responsible investment,
Advising clients & members
Sustainability
Shaping a better future
At XPS, sustainability is integral to our purpose – to deliver safe and robust pensions
for people and society. By embedding sustainability into our decision-making process
and day-to-day operations, we aim to create long-term resilience, drive meaningful,
positive impact for all stakeholders and ensure that the actions we take today
contribute to a stronger, better future.
Sustainability lies at the core of our business strategy and
governance framework. Not only does this allow us to navigate
the evolving landscape of risks and opportunities we face, but it
also ensures that, as a Group, we remain resilient, effective and
well placed to maintain our long-term track record of growth.”
Snehal Shah
Chief Financial Officer
16
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Following through on our ambitions
Within each of our priority areas we have set clear ambitions to ensure that sustainability is integrated into our
corporate strategy and that we deliver meaningful impact for our stakeholders. This year, we have strengthened
thisapproach by highlighting progress against each ambition so that we can demonstrate how our work across
ourpriority areas is delivering tangible outcomes.
Priority areas Ambitions Recent progress
Empowering our
people to thrive
XPS promotes a diverse and
inclusive culture, enabling people
to realise their full potential.
Ambitions:
• Take action to enhance our
diversity and support our
inclusive culture
• Continued excellence in employee survey results: +32 Net PromoterScore
• Increased number of women in senior management roles to39%
(FY2025:38%)
• Launched “For All of You” Employee Value Proposition (EVP)
• 90% of employees said XPS is a great place to work
Strengthening
our communities
XPS supports the people living
near its business operations with
the challenges they face.
Ambitions:
• Enhance our charitable giving
and employeevolunteering
• Donated over £84,000 to community organisations
• Supported 77 charities, including our main charity partner, Cancer Research
• Provided 507 volunteering hours
Protecting our
environment
XPS works to mitigate climate
change by minimising its impact
on the environment.
Ambitions and targets:
• Achieve net zero by 2050 in
collaboration with our suppliers
and partners
• Received external validation of our near-term net zero objectives (upto2035)
from the Science Based Targets initiative
• Reduced our key carbon revenue intensities by more than 24%
• Doubled the number of ISO 14001-certified offices in our Environmental
Management System to 14 in FY 2026 from seven sites in FY 2025
• Continued our transition to 100% low-energy lighting which we expect
tocomplete fully by December 2027
Supporting
ourclients
andmembers
XPS supports its clients and
members to optimise outcomes.
Ambitions and targets:
• Encourage sustainable
considerations for clients
andmembers
• 170 investment funds across 41 investment managers reviewed as part
offifth sustainability ratings exercise
• 43 Sustainable funds and four Impact funds available on ourSustainable
and Impact designation buy-list
• 48 clients in Sustainable funds representing £1.7 billion
• 21,500 members’ transfers protected
• £3.0 billion value of transfers protected
Ensuring strong oversight
Governance is a core part of our commitment to long-term resilience and stakeholder alignment. Ultimate responsibility
for our sustainability framework rests with the Board of Directors, with oversight of implementation, progress
andperformance delegated to the Sustainability Committee (the “Committee”). In collaboration with a dedicated
Sustainability Working Group, the Committee, which includes executive sponsor Snehal Shah, oversees action, tracks
progress and ensures effective communication across the business. This governance structure enables XPS to stay
aligned with evolving stakeholder expectations and regulatory requirements.
The Sustainable Development Goals
We align our efforts with several United Nations
Sustainable Development Goals (SDGs). The SDGs that
our strategy specifically promotes highlight our focus on
tackling the global challenges that matter toour business
and wider stakeholders.
17
XPS Pensions Group plc Annual Report and Accounts 2026

Our strategy is centred around preparing the business for the
future. By creating an inclusive environment, brought to life through
our new Employee Value Proposition, colleagues are empowered
to grow and do their best work. By listening to and engaging with
employees, clients, shareholders and communities, we make sure
our priorities are aligned with all stakeholders and at the same time
support resilient, profitable growth.”
Rachel Gillon
HR Director
Sustainability continued
Empowering people to thrive
We recognise that by promoting a diverse and inclusive culture, we can empower
our people to realise their full potentials, perform to their best abilities and above
all thrive. This is the right thing not only for our people, but also for our business.
Through continuous learning and meaningful engagement with clients and
stakeholders, our people build lasting partnerships and at the same time support
ahigh-performing and sustainable organisation.
As XPS continues to grow, we remain committed to
creating an exceptional workplace by fostering a culture
of growth, engagement and innovation. By providing
ourcolleagues with the support they need to perform
totheir best abilities and by attracting high-quality
talent,we both enhance productivity and strengthen
ourcapability to deliver for clients. This focus underpins
sustainable, profitable growth and ensures our people
strategy remains closely aligned with our wider
strategicobjectives.
External recognition further reinforces the effectiveness
of our approach to learning, leadership and engagement.
During the year, XPS won the Business Culture Award for
Best Culture. The Group was also included in the Financial
Times’ Best Employers 2026.
Engagement approach
Building trusted relationships with our people and
sustaining a positive, inclusive culture remain key
priorities for the Group. In line with this, our employee
voice strategy, supported by a dedicated feedback portal
and regular engagement activity across the business,
enables colleagues to share feedback openly and
at any time.
During the year, the Group communicated directly
withcolleagues on matters including Group performance,
changes in the economic and financial environment, and
updates on key strategic initiatives. Structured workforce
feedback is provided through the Employee Engagement
Group (EEG), chaired by Aisling Kennedy, Non-Executive
Director and Chair of the Sustainability Committee. The
EEG includes representatives from each business location
and provides a formal mechanism for employee perspectives
to be considered by management and the Board, supporting
effective decision making and the early identification of
emerging issues.
FY 2026 highlights include:
High satisfaction scores with
90%
of employees saying XPS is a great place to work
Continued excellence in employee survey results
with a
+32 Net Promoter Score
Increase in women in senior management
39%(FY 2025: 38%)
Launch of our Employee Value Proposition (EVP)
“For all of you”
Winning Business Culture Award for
Best Culture
Named in the Financial Times’ UK’s Best Employers
2026
18
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
We engage with colleagues through a range of channels,
including communications from our Co-CEOs, townhalls
and listening circles. The effectiveness of our approach
isassessed through our annual employee engagement
survey. In FY 2026, the survey achieved a 76.2% response
rate, with 80.2% favourable responses overall, providing
valuable insight into colleague experience and
areas of focus.
Feedback on diversity, equity and inclusion continued
todemonstrate positive progress. In FY 2026, 89% of
colleagues agreed that people of all backgrounds can
thrive at XPS, while 91% reported that they enjoy working
with their teams, reinforcing the importance of inclusion
and collaboration in enabling consistent performance.
Overall engagement levels remained broadly favourable.
Our employee Net Promoter Score (eNPS), which measures
how likely colleagues are to recommend XPS as a place to
work, increased to +32, up eight points from the previous
year. This reflects our continued investment in our people,
which we view as key to generating long-term, sustainable
growth for the business.
Our reward framework is designed to attract and retain
high-quality talent, reinforce our values and align colleague
outcomes with the delivery of our strategic objectives.
Reward at XPS comprises competitive remuneration and
benefits, alongside performance-related elements such as
bonus arrangements and share plans, where applicable.
We also recognise outstanding contributions through local
recognition programmes and our Values in Practice (VIPs)
Awards, which celebrate colleagues who demonstrate our
values and make a positive impact across the organisation.
Reward arrangements are kept under regular review
toensure they remain appropriate as the business grows,
taking account of market conditions, affordability and
internal equity. This approach supports engagement and
motivation across the organisation and underpins our
ability to deliver sustainable, profitable growth.
Learning and development
Learning and development are central to colleague
progression and key drivers of business performance and
long-term value creation. As a core pillar of our Employee
Value Proposition (EVP), our approach focuses on building
the skills, capability and confidence our people need to
perform effectively in their current roles and those they
might take on in the future. Through sustained investment
in inclusive, high-quality learning, we support productivity
growth within the business andstrengthen client delivery.
During the year, we launched a new interactive Career
Framework, providing greater clarity on progression
pathways and supporting more effective development
conversations across the business. This is complemented
by a broad portfolio of leadership, management, technical,
professional and personal effectiveness programmes,
aligned to both individual aspirations and corporate
strategic priorities.
We further strengthened our development infrastructure
with the introduction of a firm-wide mentoring platform,
embedding mentoring as a core, continuous development
offering. A consolidated learning catalogue was also
launched, creating a single, accessible gateway to all
learning opportunities.
Our commitment to capability building is evidenced
bylearning activity. In FY 2026, we registered 30,000
training hours (FY 2025: 34,000), which are in addition
tostudy leave for professional exams and apprenticeship
programmes. We also achieved Investors in People Gold
accreditation within our Administration business, providing
independent validation of the strength and impact of our
people development practices.
19
XPS Pensions Group plc Annual Report and Accounts 2026
Investing in our people for the future
Bringing our Employee Value
Proposition to life
In FY 2026, XPS launched a new Employee Value
Proposition (EVP) to clarify what colleagues can
expect from a career at XPS and how this supports
ourstrategy. Developed through extensive colleague
engagement, the EVP brings together our commitments
to meaningful work, development, inclusion
andwellbeing.
The EVP has guided key initiatives during the year,
including enhanced learning opportunities, clearer
career pathways and a stronger focus on colleague
feedback. By aligning the EVP with our strategic
objectives, we have reinforced the link between
colleague experience and business performance.
As we continue to build the EVP, it will remain a
keydriver of engagement, capability building and
performance, helping ensure XPS remains an attractive
and inclusive place to work as the business evolves.
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Sustainability continued
Inclusion and diversity
At XPS, we are committed to creating a workplace
wheredifference is valued and inclusion is recognised
asa source of strength. We believe that a more inclusive
organisation is better positioned to serve clients, support
colleagues and deliver sustainable performance. As a result,
inclusion and diversity considerations are embedded
across our business and inform how we work with clients,
colleagues, communities and partners.
Fostering a culture of belonging where colleagues feel
valued and supported so that they can thrive is fundamental
to the delivery of our strategic objectives. Inclusive
governance principles are therefore integrated into our
organisational design, pay and recruitment processes,
supporting fair, transparent and consistent decision making.
Our inclusion and diversity strategy, including our
approach to recruitment and progression, is designed to
support opportunities at all levels of the organisation.
In FY 2026, we continued to make progress in strengthening
inclusion and diversity across the business, including:
• an increase in women in senior management roles
to39% (FY 2025: 38%), reflecting our continued focus
on progression and representation at senior levels;
• ongoing support for working parents and carers through
targeted initiatives, including parental coaching delivered
in partnership with The Tall Wall for colleagues and
managers during parental leave, alongside the
introduction of a Parents’ Forum to help parents
connect and support our family-friendly and
inclusive culture;
• the implementation of Phase 1 of our Race at Work
Charter Action Plan. This is focused on tackling ethnic
disparities through leadership accountability, fair
recruitment and progression, and cultural change.
Weremain focused on unlocking potential for
colleagues from ethnic minority backgrounds and
improving representation across the organisation;
• a continued focus on building a more inclusive environment
for our LGBTQ+ colleagues, including workshops
delivered in partnership with LGBT Great topromote
inclusive language and awareness across the business;
• maintenance of our Disability Confident Leader (Level 3)
status in line with our commitment to accessibility and
inclusion for colleagues with disabilities; and
• partnering with The Ladder Group to support pathways
into employment and skills development for young
adults facing barriers to work, further reinforcing our
commitment to inclusive growth.
Disability
(71.42% staff disclosure)
Yes 10.6%
Undisclosed 28.6%
No 60.8%
Disability diversity at XPS
Age distribution
<20 1.5%
21–30 26.8%
31–40 27.4%
41–50 23.3%
51–60 17.5%
61+ 3.6%
Age diversity at XPS
Sexual orientation
(78.72% staff disclosure)
Heterosexual 68.3%
Not provided 21.3%
LGBTQ+ 5.3%
Prefer not tosay/
undisclosed 5.1%
Ethnicity
(86.72% staff disclosure)
White 73.4%
Prefer not tosay/
undisclosed 13.3%
Ethnic minority 13.3%
Sexual orientation at XPS
Ethnic diversity at XPS
Empowering people to thrive continued
Diversity at XPS
Gender diversity at XPS
Female Male
No. % No. %
Board 5 56% 4 44%
Group 1,055 50% 1,063 50%
Partners & Associate Partners 70 39% 111 61%
Other employees 985 51% 949 49%
20
XPS Pensions Group plc Annual Report and Accounts 2026

Memberships and partnerships
See more information about our partners on our website:
www.xpsgroup.com/sustainability/employees/
Strategic report
Wellbeing
We recognise the link between wellbeing, engagement
and long-term performance and so we remain focused on
fostering a working environment that promotes physical,
mental, financial and emotional wellbeing.
Our approach is centred on creating a supportive and
inclusive culture, underpinned by a range of wellbeing
initiatives and resources available to colleagues across
the business. These are designed to help colleagues
manage the demands of their roles, maintain a healthy
work-life balance and perform to the best of their
abilities. Wellbeing considerations are embedded within
our people practices, including learning and development,
flexible working arrangements and line manager capability.
Key wellbeing initiatives delivered in FY 2026 include:
• continued mental health training for line managers,
equipping them with the skills and confidence to
support colleagues effectively;
• delivery of a Financial Literacy Week, alongside the
expansion of financial wellbeing support (in consultation
with colleagues), including education, tools and workshops
covering pensions and money management; and
• continuation of the XPS Wellbeing Hour programme
with different monthly themes.
By investing in colleague wellbeing, we aim to support
resilience, sustain engagement and create an environment
where our people can thrive. This focus underpins
productivity and supports the delivery of our strategic
objectives and long-term, sustainable growth.
Looking ahead
Looking ahead to FY 2027, our focus will be on:
• further embedding our new EVP across the colleague
lifecycle, ensuring it continues to guide how we attract,
develop, engage and retain our people;
• prioritising strengthening leadership capability and
building the skills required to support performance
atscale through continued investment in learning
anddevelopment aligned to business needs and future
growth. This includes supporting line managers to lead
effectively through change and providing clearer
pathways for progression across the organisation; and
• maintaining inclusion and wellbeing as key enablers
oflong-term performance. We will continue to develop
our inclusion strategies, including our Race at Work
action plan, with an increasing focus on measurable
outcomes and accountability. Alongside this, we will
build on our wellbeing initiatives to support resilience,
engagement and sustainable ways of working.
By maintaining a strong focus on capability, inclusion
andengagement, and by strengthening the link between
our people priorities and business performance, we aim
to support a resilient, high-performing organisation.
21
XPS Pensions Group plc Annual Report and Accounts 2026

Strengthening our communities
Our purpose, to shape a better future, guides our approach to community sustainability.
In FY 2026, we continued to take a co-ordinated and proactive approach to community
engagement, supporting local organisations, strengthening social mobility and helping
to build our future talent pipeline. Our community engagement programme brings
together colleague volunteering, community giving and matched fundraising. This work
also supports our Employee Value Proposition (EVP) by giving colleagues meaningful
opportunities to contribute, develop skills and feel connected to our purpose.
Communities across the UK continue to face a number
ofpressures – the cost-of-living crisis, inequality of
opportunity and regional disparities. Our colleagues and
their families live and work in these communities, so we
believe we have a responsibility to support them through
meaningful, well-governed and locally relevant action.
Through our community engagement programme, we
work with a range of partners and charities, using our
skills, time and resources to help create a more inclusive
and sustainable society. Our community investment
includes colleague volunteering, local donations and
matched fundraising.
Volunteering
At XPS, we prioritise “doing the right thing” and supporting
the communities where we live and work. Weencourage
colleagues to give their time and develop their skills by
providing one day of paid leave each financial year for
volunteering. We promote a range of opportunities to
suitdifferent skills and interests, including career and job
coaching, mentoring, environmental initiatives, such as
tree planting, clean-ups and recycling drives, and support
for local shelters andoutreach organisations. In FY 2026,
colleagues recorded 507 volunteering hours during
working time (FY2025: 660). Although this year’s metric
hasfallen, weare taking positive action, putting more
opportunities in place for volunteering in FY 2027.
Community funding
To support our purpose to shape a better future, our
Community giving policy enables each XPS location to
allocate funding to UK-registered charities selected by
local colleagues. This approach helps ensure our giving
reflects local needs and provides appropriate oversight of
our community investment. The policy complements our
Matched Funding Policy and reinforces our commitment
to social responsibility and positive change.
Sustainability continued
We are proud of our colleagues. By delivering meaningful outcomes
and strengthening communities, their volunteering and fundraising
activities embody the Group’s values and culture. In line with our
aim to create lasting impact and shape a better future for all, we
are committed to growing our community engagement programme
further and widening our reach through continued investment.”
Charlotte West
Head of Employee Engagement
FY 2026 highlights include:
£84k+
charity donations
77
charities supported, including our main charity
partner, Cancer Research
500+
volunteering hours provided
22
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Fundraising
We take pride in the fundraising achievements of
colleagues across the UK. Employees can apply for
matched funding for money raised for UK-registered
charities and during the year, colleagues raised over £84k
(FY 2025: £79k), including corporate matched funding,
supporting 77 local and national organisations.
Colleagues demonstrated creativity and commitment
intheir fundraising activities during the year. Examples
included climbing the Kelpies to raise funds for the baby
loss charity “Held in Our Hearts”, Bake Off competitions
to support Macmillan Coffee Morning and static bike ride
challenges for Children in Need.
Supply chain
Our approach to supply chain engagement is focused
onresponsible and sustainable practices. We manage
oursupply chain to help mitigate risk and reduce our
environmental footprint through standards, policies
andongoing engagement with suppliers.
Our Supplier Code of Conduct (the “Code”) sets out
thebehaviours we expect from suppliers, including safe
working conditions, fair and respectful treatment of
employees, and compliance with applicable environmental
and ethical requirements. During the year, we updated
the Code to strengthen provisions relating to environmental
sustainability and diversity, equity and inclusion. By
building relationships with suppliers and monitoring
alignment with our expectations, we aim to support a
resilient and sustainable supply chain.
Looking ahead
Our commitment to supporting local communities is
driven by the belief that together we can shape a better
future. Looking ahead, we will focus on:
• continuing to strengthen and co-ordinate our approach
to community engagement;
• increasing opportunities for colleagues to use their
skills through volunteering and mentoring, including
working with schools in socially deprived areas; and
• reviewing procurement and supplier engagement
through an inclusive and responsible lens.
23
XPS Pensions Group plc Annual Report and Accounts 2026

Supporting our clients and members
XPS shapes and supports safe, robust and well-understood pension schemes for
clients and members. We integrate sustainability considerations into our services,
insight, opinion and guidance; champion responsible investment choices for clients;
and do everything we can to protect members’ funds.
Sustainability continued
At XPS, we help safeguard clients’ and members’ assets
and optimise outcomes for them. We do this in two ways:
firstly, by integrating sustainability considerations into our
investment research and advisory services; and secondly,
by preventing fraud and scams. Together with our culture
and values, we keep our clients’ and members’ funds safe.
Helping clients navigate sustainability
As a trusted partner, XPS helps clients navigate a rapidly
changing environment. Sustainability (especially climate)
considerations are integrated into the services we provide
and recommendations we make for the £92 billion assets
we have under advisement. By offering tailored insights,
training and robust assessments, we empower clients to
make informed decisions that align with their financial
objectives and responsible investment approach.
This year, XPS continued to engage proactively with clients
on sustainability. We hosted 20 webinars and training
events on a range of topics during the year. These events
attracted over 7,066 registrations (an increase of over
18% on the previous year), demonstrating client interest
and engagement. By FY 2026, we had 2,800 registrants
on XPSArena, a CPD destination for insight, knowledge
and learning on key topics for trustees, sponsors and
pensionprofessionals.
In addition, we published research and regular briefings
focused on sustainability-related risks and opportunities.
For instance, XPS published its Fiduciary Manager ESG
Integration Survey 2025. The survey, which covers over
90% of the UK fiduciary management market, found that
there has been a noticeable deceleration in the pace of
sustainability integration among fiduciary managers.
Briefings on topics such as the changing shape of the Net
Zero Asset Managers’ Initiative (NZAMI) and the conclusions
of COP30 further helped our clients better understand
their portfolios’ exposure to sustainability issues.
Our focus this year has been on promoting best practice on
how clients can integrate sustainability into investment decision
making. We made good progress in keeping our clients informed
about the fast-evolving landscape of responsible investment and
its relationship to risk management and long-term value creation.”
Alex Quant
Head of Responsible Investment
FY 2026 highlights include:
170
investment funds across 41 investment managers
reviewed as part of our fifth sustainability
ratingsexercise
43
Sustainable funds and four Impact funds available
onour Sustainable and Impact designation buy-list
48
clients in Sustainable funds representing
£1.7billionassets under advice
21,500
members’ transfers protected
£3.0bn
value of transfers protected
24
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
To promote best practice, XPS conducted its fifth
sustainability ratings exercise, reviewing 170 investment
funds managed by 41 investment managers. This year’s
findings highlighted relative stagnation in overall progress.
26% of funds are still unable to provide evidence of
integrating sustainability factors into decision making.
This is unchanged from the previous year. However, there
was a slight increase in the proportion offunds rated
“green”, from 40% in FY 2025 to 43% in FY2026. Tailored
feedback was provided to each fund manager, identifying
areas of strength and opportunities for improvement.
Several managers received a downgrade due to their
withdrawal from industry initiatives and weak firm-level
climate commitments during FY 2026.
Championing sustainable investment options
Through our proprietary Sustainable and Impact fund
labels, we provide clients with a robust framework for
making informed decisions on responsible investment.
During FY 2026, we maintained our Sustainable and
Impact designation buy-list. This now comprises 43
Sustainable funds across all asset classes (FY 2025: 43)
and four Impact funds (FY 2025: 4). We continue to offer
a comprehensive range of sustainable investment options
to our clients and have a commitment to include a
sustainable option in all manager selection advice work.
By the end of FY 2026, XPS supported 48 clients investing
in Sustainable funds, representing £1.7 billion in assets
under advisement (FY 2025: 40 clients, £3.2 billion).
Creating a sustainable pension industry
In FY 2026, XPS continued its commitment to shaping a
more sustainable pensions industry. This year, we submitted
our second progress report for the Net Zero Investment
Consultants Initiative, demonstrating continued progress
across the initiative’s nine action areas. Our focus remains
on integrating net zero considerations into our investment
advisory services and wider business operations.
We also successfully maintained our status as a signatory
to the UK Stewardship Code, ensuring our alignment with
the highest standards of responsible investment. During the
year, XPS actively contributed to key public consultations,
including the development of the new Stewardship Code,
responses to the FCA consultation on ESG Ratings and
the IIGCC consultation on externally managed funds.
Keeping members safe
At XPS, safeguarding the members of the pension
schemes we administer remains a top priority. Our Scam
Protection Service continues to play a critical role in
identifying and managing suspicious activity related to
pension transfers. To date, our Scam Protection team has
helped to protect over 21,500 members (FY 2025: 16,000),
covering over £3.0 billion (FY 2025: £2.5 billion) in
member transfers. The service uses detailed phone
conversations to gather robust information about
transfers and identify potential warning signs.
As an advisory member of the Pension Scams Industry
Board, XPS goes beyond regulatory requirements by
proactively monitoring trends in scam activity and
adapting our processes to address emerging threats.
To further protect against cyber threats, XPS has
strengthened its Information Security Management
System (ISMS), which remains certified to ISO 27001.
Ourcertification is independently verified through our
Cyber Essentials Plus certification and BitSight
risk scoring.
Additionally, all employees completed mandatory training
on cyber security, phishing awareness and data protection,
achieving a 100% completion rate.
Recognising that many pension members may have
vulnerabilities, XPS continues to implement its Dealing
with Vulnerable Customers Policy, which provides
guidance to employees on identifying and addressing
member needs. This year, we enhanced our training
programmes to ensure employees are equipped to adapt
services to meet specific member requirements, making
our processes more inclusive and accessible.
Looking ahead
For FY 2027, we remain committed to helping our clients
navigate the evolving regulatory and market landscape
for sustainable investments and align their investment
strategies with both financial goals and broader societal
and environmental objectives:
• continue to work closely with investment managers to
improve ESG integration and stewardship practices; and
• invest in advanced tools and analytics to provide clients
with deeper insights into the sustainability performance
of their portfolios.
25
XPS Pensions Group plc Annual Report and Accounts 2026

Sustainability continued
Being a responsible business
Operating responsibly is fundamental to our purpose and strategy. Our efforts
reflect our commitment to shaping a better future through ethical behaviour,
transparency and safeguarding trust across our business.
Compliance is a cornerstone of our culture
At XPS, compliance is embedded in our values and culture,
ensuring that we operate as a responsible business and
uphold the highest standards of corporate governance.
Our compliance framework is populated with robust
policies and procedures, including our Speak Up policy.
Launched this year, Speak Up encourages employees
toraise concerns about behaviours or practices that may
not align with our values. These are intended to set clear
expectations for the behaviours we expect from our people
and are reinforced through mandatory training programmes
covering ethics, modern slavery and anti-bribery, with
a100% completion rate achieved again this year
(FY2025: 100%).
In our 2025 employee survey, 83% of employees agreed
they would feel comfortable challenging and calling out
behaviours that are not inclusive, and 84% would feel
comfortable whistleblowing if necessary.
By fostering a culture of accountability and transparency,
XPS ensures that compliance is not just a set of rules but
a shared responsibility across the organisation.
We also extend our compliance culture to our business
partners and suppliers through our Supplier Code of
Conduct. Adherence to this code is a requirement of
doing business with XPS. Our onboarding process
ensures that suppliers meet our standards, particularly
inareas such as modern slavery, anti-bribery and
financial fraud.
Governance rooted in transparency
XPS remains committed to upholding high standards
ofcorporate governance. Our Board composition and
governance structures continue to comply with the
UKCorporate Governance Code, which emphasises
transparency and accountability and ensures Board-level
oversight remains robust and relevant.
Details of the Board’s governance, composition and activities
areprovided on pages 56 to 59
Disclosures on executive management remuneration and how
sustainability objectives are integrated into bonus and share
incentive criteria are provided on pages 70 to 93
Being a responsible business is fundamental to XPS
delivering on its purpose to shape a better future.
Ourefforts are not just about compliance – they are
about supporting a business culture that delivers
long-term value for all our stakeholders.”
Sarah Rixon
Group Company Secretary
FY 2026 highlights include:
Launch of our
“Speak Up”
policy
100%
compliance training rate
84%
of colleagues feel comfortable
whistleblowingifnecessary
26
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Protecting our environment
Our commitment to protecting our natural world and
achieving net zero is not just a strategic decision; it is an
ethical obligation that aligns with our core value of doing
the right thing. As a leader in our industry, we understand
the importance of taking decisive action to mitigate our
environmental impact and associated carbon footprint,
tolead by example to act responsibly and to engage our
peers and value chain on the topic.
Achieving an environmentally sustainable operation is
animportant part of our strategy to achieve long-term,
profitable growth. Together with our stakeholders and
peers, we are committed to building a resilient and
sustainable future, guided by the principles of innovation,
responsibility and stewardship.
Robust environment and climategovernance
TCFD governance (A and B)
The Board has ultimate responsibility for both risk
management and sustainability within the Group, including
those risks and opportunities relating to the environment
and climate change. This duty is woven into the Group’s
established governance framework, guaranteeing that
environmental and climate considerations are central to
the development and evaluation of the Group’s strategy,
business plans, acquisitions and significant actions.
Governance concerning the environment and climate
change is executed via several Board Committees. These
Committees offer direction, alongside data-driven reports,
to maintain the Board’s oversight on the identification
and management of climate-related risks and
opportunities within the organisation.
Doing the right thing means mitigating our
environmental impact. With our near-term
objectives validated by the Science Based
Targets initiative this year, we are taking great
strides towards net zero.”
Matt Wellbelove
Environmental & Sustainability Manager
In the face of accelerating environmental challenges, XPS recognises its role
incontributing to a sustainable future.
FY 2026 highlights include:
This year, we achieved a number of key milestones in
our journey to environmental sustainability:
Validated
Received external validation of our near-term net
zero objectives (up to 2035) from the Science
Based Targetsinitiative
Reduced carbon revenue intensity by
28%
for Scope 1, 2 and 3 emissions
14
Doubled the number of ISO 14001-certified
officesin our Environmental Management System
to 14 in FY 2026 from seven sites in FY 2025
ESOS efficiency project
88%
complete – we aim to fully transition all our lighting
to energy efficient alternatives by 2027
27
XPS Pensions Group plc Annual Report and Accounts 2026

Sustainability continued
Protecting our environment continued
Responsible for sustainability strategy, including climate and environment-related risks and opportunities, and
accountable for sustainability performance.
Monitors the implementation of the XPS Risk Management Framework in which climate and the environment are
fully embedded.
See Risk Management on page 44
Board of Directors
Risk Management Committee
Risk Management Framework and Control Environment
Environmental Steering Committee
Environmental Management System
Climate
performance
metrics
Climate risk
management
Climate
opportunities
Assurance
programme
Compliance
programme
Sustainability Committee
(SC)
The SC is responsible for defining
the XPS sustainability framework,
overseeing its implementation and
monitoring progress. This includes
the assessment of environment- and
climate-related risk, corrective
actions, opportunities, strategy
and performance based upon
metrics and targets. The SC meets
at least two times per annum.
See pages 68 and 69 for
furtherinformation
Audit & Risk Committee
(ARC)
The ARC monitors the
effectiveness of internal controls,
risk management and compliance
activities, including those relating
to climate and the environment.
The ARC meets at least three
times per annum.
See pages 65 to 67 for
furtherinformation
Remuneration Committee
(RC)
The RC defines how climate and
environment considerations are
embedded into XPS executive
remuneration, ensuring fair and
appropriate reward. The RC meets
at least two times per annum.
See pages 70 to 93 for
furtherinformation
Robust environment and climate governance continued
TCFD governance (A and B) continued
Environment and climate-related governance structure
The Nomination Committee assists the Board in ensuring that both the Board and its subcommittees possess the
necessary skills and knowledge to perform their carbon-related roles effectively. Together, the Board and its subcommittees
supervise and track progress towards relevant business objectives and targets, facilitating informed, effective and
suitable leadership decisions. The Board is informed by XPS-specific data, insights and KPIs, alongside external
consultancy and expertise, to guide business decisions that shape the Group’s strategy and internal policies. For
additional information on metrics, goals and targets, and the monitoring process within XPS Group, please refer tothe
section “Monitoring and Advocating Progress” on page 33.
28
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Effective environment and climate risk management
TCFD governance (B), TCFD risk management (A, B and C)
The Board-level Risk Management Committee maintains oversight of policy implementation and effectiveness. Accountable
senior management team members are responsible for the implementation and execution of climate and environmental
policies within the business.
XPS has integrated climate and environmental risks fully within the existing Risk Management Framework. This includes
alignment of terminology methodologies (identification, assessment, treatment) and priority assignment, alongwith any
action plans. All Group risks, including those related to climate, are assessed and tracked using several predetermined
materiality indicators and thresholds, which include assessing the impact on XPS’s financials to ascertain the size,
scope and priority of risks. The appetite, timeframe and method of treatment are governed by the Risk Management
Framework and corresponding Group policies, with possible treatments encompassing mitigation, transference,
acceptance or rejection. Climate risks are managed and communicated to relevant Board Committees as part of the
Group’s risk governance structure. The XPS Risk Management Framework is fully articulated in the Principal Risks
section of this report (pages 43 to 50).
The XPS Environmental Management System (EMS) is a component of the XPS Risk Management System. The scope
of the EMS includes all activities that generate a material environmental or climate impact or where an environmental
or climate impact may materially influence the Group. The EMS utilises the Risk Management Framework’s criteria to
identify, assess and manage risks, impacts and opportunities consistently. The EMS conducts regular reviews of its
environmental and climate impact and risk profiles to ensure the Group maintains suitable oversight of current and
future operating scenarios. As a minimum, XPS ensures its environmental risk register includes all the risks outlined
inthe Task Force on Climate-related Financial Disclosures (TCFD) Table A1.1, as well as ensuring appropriate elements
of the TCFD’s Table A1.2 are sufficiently assessed.
The Group’s EMS applies to all XPS facilities. Components of the EMS are regularly audited internally to confirm the
system’s effectiveness. The British Standards Institution (BSI) conducts external certification and validation exercises
on behalf of the Group to the international ISO 14001 standard. All outputs, findings or improvements generated by
both internal and external assurance activities are managed in accordance with the Group’s Risk Management Framework
and reported to the relevant Board Committees, as detailed in the environment and climate-related governance
structure on page 28. XPS has achieved official certification to ISO 14001 in 14 of its 16 office spaces. Of the two
outstanding sites, one is due to be vacated by the end of 2026, andanother was recently acquired by XPS in
December 2025. XPS targets 100% certification in 2027.
Our environment and climate risk landscape
XPS climate risk horizons
TCFD strategy (A, B and C)
XPS is a UK-based professional services provider with no overseas presence. The climate-related impact on the value
of the Group’s asset base is assessed as low risk and immaterial. XPS has aligned its environmental and climate time
horizons with the Science Based Targets initiative (SBTi), to which the Group is validated. These time horizons are
deemed to effectively represent the Group’s transitional milestones, relevant risks and the inherent uncertainty
associated with the topic, including the potential for risks impacting assets and infrastructure to materialise.
Climate and environment time horizons
TCFD risk strategy (A)
Short term
The next 5 years Well-understood risks and opportunities that are likely to materialise
with a low-risk impact on key business, asset and property decisions.
Medium term
The next 5–10 years Moderate uncertainty around the transitional operating environment
with a growing impact onkey business, asset and property decisions.
Long term
Beyond the next 10 years Great level of uncertainty with a potentially material impact on key
business, asset and property decisions.
XPS acknowledges the scientific and economic uncertainties surrounding climate change. Like all businesses, XPS
expects its operations to adapt over time to better mirror the environmental and market conditions in which it operates,
ensuring effective value creation. The Group expects its current strategy and approach to remain fundamentally
stableand effective over the long term with minor adjustments anticipated. This approach includes operating within a
scenario that aligns with the goal of achieving a low-carbon economy and keeping global warming to 2°C or below.
Non-climate-related environmental risks to the Group are well documented via the Group’s Environmental Management
System (EMS). As a fully UK-based entity, the non-climate risk XPS poses to the environment and the risk the
environment poses to XPS remain low and are assessed as financially immaterial and stable in all time horizons.
XPS uses its environmental risk management process, together with scenario analysis, to identify climate-related
risksand business impacts. This includes considering recommendations from the TCFD 2021 Guidance for Strategy
Recommendation C. The following information reflects the potential impact of climate-related risk on the Group.
XPSdoes not anticipate climate change materially impacting the financial position of the Group.
29
XPS Pensions Group plc Annual Report and Accounts 2026

Sustainability continued
Protecting our environment continued
Potential impact of climate-related risks and opportunities
TCFD strategy (A, B and C)
Climate-related
risk Time horizons Impact TCFD risk strategy (A)
Adaptation
and
mitigation
activities
including
operations
and
locations
offacilities
S M L
Risk
Potential adverse impacts include limited capacity for low-carbon products, market
volatility, taxation, regulation, business costs and asset isolation likely materialising
incrementally over time.
XPS response and forecast
To mitigate this risk, XPS is actively transitioning to a science-based low-carbon
operation, budgeting for anticipated expenditure while recognising uncertainties
regarding transitional costs, such as carbon taxation and technology. The XPS
Transition Plan is designed to achieve a low-carbon operation with minimal impact
on the Group’s financial or operational performance, with a particular focus on
avoiding reliance on unknown technologies. The Group’s plan is not expected to
have a material financial impact.
Increased regulation and disclosure are expected over the long term but are
notcurrently anticipated to have a material impact on the business or its
financialperformance.
Property-related commitments may necessitate relocation before achieving 2035
objectives. Relocation costs are budgeted and expected to be immaterial with any
risk of relocation spread over the short to medium term.
Capital needs and market signals are continuously monitored and integrated into
theGroup’s strategy and budgeting efforts.
Supply chain
and/or value
chain
S M L
Risk/opportunity
Dependency on third-party failures could prevent XPS from fulfilling commitments.
This may include long-term risks such as infrastructural decarbonisation failures
(e.g.delay of decarbonisation of the national grid), limited supplier capacity, or
non-viable products (e.g. net zero compliant products failing to meet XPS needs).
XPS response and forecast
By choosing complementary low-carbon suppliers, XPS can rapidly advance its
netzero goals, potentially reducing long-term costs and minimising future capacity
access issues. The Group’s supplier management process evaluates supply chain
activities and risks, monitoring carbon performance to pinpoint key risk areas, with
findings reported to the Board to guide policy and supplier selection.
XPS has observed notable voluntary commitments and transition activity within
itsvalue chain, particularly within our suppliers with elevated environmental impact.
Wetherefore do not consider future access to sustainable suppliers to pose a material
risk to the Group. A successful transition to a low-carbon supply chain ahead of the
international 2050 net zero objective is anticipated to present potential cost-saving
opportunities and may improve long-term taxation. Equipment and technology
efficiencies are anticipated to provide significant long-term energy savings.
Third-party risks are assessed within the Group’s supplier selection process and
strategy. XPS does not expect its supply chain strategy to materially affect XPS’s
financial position or expenditure in relation to climate.
30
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Climate-related
risk Time horizons Impact TCFD risk strategy (A)
Products
and services
S M L
Risk/opportunity
Client, investor and consumer preferences are increasingly shaped by a company’s
net zero and sustainability profile, potentially affecting XPS’s access to these groups,
with impacts likely to materialise gradually over time.
XPS response and forecast
XPS views these shifting preferences as both a risk and an opportunity. By
effectively managing sustainability, XPS can leverage the growing demand for
sustainable products, thereby increasing revenue by offering more eco-friendly
services. Conversely, insufficient emphasis on sustainability may deter clients
andinvestors.
XPS expects this trend to develop over the long term and has appropriately aligned
its business and product strategies to harness these opportunities while mitigating
risks. The revenue impact is deemed immaterial, as sustainable products are
predicted to become standard in the market, without significant cost implications.
The Board remains informed of revenue trends and market expectations, guiding
theGroup’s product strategy accordingly.
Market and
product
volatility
(not relating
to previously
listed)
M L
Risk/opportunity
In the worst case scenarios, GDP could significantly decline, constricting the
economy, reducing market access to capital and impacting liquidity and revenue
opportunities for XPS, especially post-2050.
XPS response and forecast
XPS’s strategy focuses on developing its product offering and diversifying its client
base to achieve long-term, sustainable, robust and recurring revenue streams.
Bymaintaining operational and financial resilience, XPS is positioned to capitalise
onopportunities, available market capacity and strategic acquisitions where
appropriate. The Board continuously monitors revenue streams, market conditions
and indicators to inform decision making, strategy and capital planning.
XPS’s services that are required by statute, such as its pension services, are largely
resilient to recessionary conditions.
Market liquidity fluctuations pose both challenges and opportunities. While capital
access might be affected, XPS believes it can still create value within these
conditions. This risk is not expected to materially affect the Group’s ability to
generate value.
Climate-
related
weather
events
L
Risk/opportunity
Increased global extreme weather events could damage assets and disrupt supply
and demand chains.
XPS response and forecast
The UK and, by extension, XPS are not expected to experience the worst climate
change impacts. While supply chain disruptions could affect business continuity and
cause price instability, these are not anticipated to materially impact XPS’s ability to
deliver services or create value. During extreme weather events, supplier activities
are closely monitored by the Board, guided by the supplier management process
and overall strategy.
The risks identified by XPS are expected to be consistent across its operational and geographic scope. Access to capital
is not viewed as a material risk related to climate change for XPS. Where acquisitions and investments occur, prospects
are evaluated for alignment with the Group’s climate strategy and objectives. XPS commits to appropriately budgeting
finances to address risks as necessary.
31
XPS Pensions Group plc Annual Report and Accounts 2026

Sustainability continued
Protecting our environment continued
XPS scenario resilience
TCFD strategy (B and C)
XPS uses scenario analysis and modelling to explore
howvarious scenarios could alter the Group’s risk and
opportunity profile. This analysis examines impacts across
different scenario iterations and identifies interactions
between XPS’s strategy, risks and opportunities across
time horizons beyond ten years, up to 2080, helping the
Board make informed business decisions.
The Group’s analysis models four scenarios developed by
the Network for Greening the Financial System (NGFS),
and viewed as most likely given current economic, political
and scientific contexts. These scenarios include orderly
transitions limiting warming to 1.5°C and 2°C, a disorderly
delayed transition limiting warming to 2°C and a“hot
house world” exceeding 3°C of warming. XPShas adopted
NGFS assumptions regarding policy, technology, carbon
removal and variations within eachscenario.
XPS’s analysis considers a range of impacts within
eachscenario, including changes in regulation, market
conditions and asset status. It evaluates the magnitude of
each impact across seven key operational areas: business
continuity, reputation, compliance, operating landscape,
access to capital and cash flow, and products and services.
The likelihood of impacts materialising is assessed for each
decade up to 2080. Each scenario is modelled with at least
two distinct interactions. Incorporating 400 data points,
this approach enhances data granularity and sensitivity.
The Risk Management Framework’s risk terminology,
likelihood and assessment criteria are applied to all
scenario calculations, resulting in a predominantly
qualitative assessment. This enables XPS to map and
comprehend high-level risk materiality and exposure over
time horizons. The Board uses this data to inform business
decisions and understand the potential long-term impacts.
The XPS scenario assessment suggests that a smooth
andorderly transition limiting warming to 2°C may provide
the most favourable operating environment for XPS until
2080. XPS anticipates operating resiliently within this
scenario with negligible adverse impacts on revenue,
transitional costs and activities, operational conditions,
asset status, or product offering, assessing the Group’s
riskas low. Conversely, the analysis shows that a failed
transition could pose the least favourable conditions until
2100, with potentially significant and unpredictable
impacts on global markets. Pensions remain inherently
stable and robust enough to withstand these changes,
making significant alterations in value creation or costs
forXPS unlikely.
XPS is committed to maintaining its sustainable strategy
across all identified and modelled scenarios, including
afailed transition. The business is considered resilient to
plausible physical climate change risks, with impacts rated
as financially insignificant in each scenario. While transitional
risks to the Group are viewed as low but emerging, they
are monitored as a vital input in allscenarios.
32
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Monitoring and advocating progress
TCFD metrics and targets (A and C)
Climate as an input
By delivering the XPS sustainability strategy, the Group
can more effectively manage related risks and capitalise
on opportunities. This is achieved by integrating climate
considerations into business decisions, policies and
activities. Relevant senior business leaders provide the
Board with operational metrics, inputs and data points
(as per the reporting structure detailed on page 28),
which offer oversight of the Group’s detailed performance,
informing strategic and operational decisions.
Key climate metrics, performance indicators and inputs
provided to the Board include those deemed most valuable
for assessing the Group’s climate risk and performance:
• carbon emissions in both absolute and intensity-based
ratios, calculated and reported in both aggregate and
disaggregate forms, including key sub-performance
indicators:
• proportion and deployment of renewable energy
across the Group; and
• the Group’s kWh consumption, encompassing the
achievement of low-energy lighting objectives;
• the Group’s certification status;
• selection of sustainable products within the Group’s
investment offerings; and
• compliance and instances of environmental and/or
climate breaches.
XPS has not implemented an internal carbon price but
continues to monitor its adoption within the industry.
10% of each annual executive award is directly linked
tothe Group’s Scope 1 and Scope 2 performance. Each
award is applicable over a three-year period and final
performance is reviewed, and outcomes assessed,
attheend of each three year period.
The XPS Transition Plan
XPS has established a science-based carbon reduction
plan that supports its commitment to operating in a
manner that aligns with limiting warming to a maximum
of 1.5°C. The Group’s near-term reduction objectives were
officially validated by the Science Based Targets initiative
(SBTi) in summer 2025.
In summary, our plan aims to eliminate direct facility-related
electricity emissions by 2030, using solely renewable
energy within our offices. This is followed by a 100%
reduction in gas-heating emissions by 2035 through
proactive property selection and development.
In the long term, XPS plans to implement strategies to
reduce indirect emissions where feasible, influencing
internal culture and access to technology. The Group will
rely on UK infrastructural decarbonisation and an effective
supply chain. XPS is developing its approach to supplier
management to support these objectives.
XPS forecasts a reduction of over 90% of its absolute
baseline emissions by 2050, with remaining emissions
expected to be removed or captured, meeting the
Intergovernmental Panel on Climate Change (IPCC) and
SBTi definitions of net zero. The cost and effectiveness of
carbon sequestration remain uncertain and are managed
as a business risk, as detailed in the Our environment and
climate risk section on page 29.
XPS is developing a PPN06/21 conformant reduction plan
which it anticipates publishing in 2026.
Business carbon performance update
In FY 2026, XPS continued to achieve reductions within
its key carbon intensity metrics from the prior year –
carbon revenue intensity ratio and carbon full-time
employee (FTE) intensity ratio. XPS achieved a 28%
reduction in revenue intensity and 24% reduction in
FTEintensity (inclusive of its entire disclosed Scope 1, 2
and 3 emissions). This continued the trend established
over the past five years, indicating that the XPS carbon
reduction plan is operating effectively and successfully
decoupling carbon emissions from business growth.
Adecrease of absolute emissions by 11% was observed
during the financial period compared to the FY 2020
base year. XPS remains on track toachieve its
science-based reduction targets.
Increased access to data has reduced our reliance on
assumptions and increased our accuracy in the period
leading to decreased Scope 1 emissions as our measure
ofefficiencies was improved. 91% of all energy consumed
by XPS in the period was supplied by renewable or zero
carbon sources. As at 31 March 2026, all XPS facilities are
supplied by zero carbon electricity (from both certified
and uncertified sources). 81% of XPS facilities (12 out of
16) are supplied with certified renewable energy, covering
70% of the Group’s square footage and 75% of all kWh
consumed during the financial year.
XPS submitted its first ESOS action plan update to the
Environment Agency in relation to its target to install
100% LED or low-energy lighting by December 2026.
Progress continues and XPS estimates that around 88%
of all installations are now conformant with its objective.
Further information on the Group’s carbon reporting and SECR
disclosure can be found on page 34
33
XPS Pensions Group plc Annual Report and Accounts 2026

Sustainability continued
Protecting our environment continued
Carbon metrics
TCFD metrics and targets (B)
Following the Group’s SBTi validation, XPS has expanded the scope of its carbon disclosure to reflect its complete
carbon inventory. This does not recalculate or adjust those emissions already disclosed.
Emission source
1
FY 2026 FY 2025 FY 2024 FY 2023 FY 2022 FY 2020
Scope 1
Direct combustion kWh 520,904 1,078,243 1,111,288 1, 327,752 1,283,082 1,259,410
Total Scope 1 emissions tCO
2
e 95.98 198.26 208.20 243.59 236.24 232.35
Scope 2
Imported energy kWh 1,679,365 1,283,786 1,434,335 1,648,044 201,272 1,980,755
Imported energy location based tCO
2
e 297.25 265.81 297.01 318.70 453.74 506.28
Imported energy market based tCO
2
e 46.04 45.47 116.22 184.64 435.53 442.15
Total Scope 2 (reportable emissions) 46.04 45.47 116.22 184.64 435.53 442.15
Scope 3
2
Category 1: purchased goods and services
tCO
2
e
3
3,165.52 3,191.50 5,132.26 4,417.80 4,315.28 4,154.74
Category 2: capital goods tCO
2
e
3
1,472.18 3,311.66 Included with Category 1 emissions 1,431.81
Category 3: fuel and energy-related
activities not included in Scope 1 or 2 tCO
2
e 130.61 120.09 169.27 163.67 218.95 164.06
Category 4: upstream transportation and
distribution tCO
2
e 168.35 81.90 24.74 136.38 69.61 364.48
Category 5: waste generated in operations
tCO
2
e 152.12 76.85 112.13 102.94 387.49 258.21
Category 6: business travel tCO
2
e
4
289.82 340.63 199.86 162.29 62.24 245.34
Category 7: employee commuting and
teleworking tCO
2
e 1,670.21 1,355.95 1,175.76 1,189.87 1,069.06 845.69
Category 12: end of life treatment tCO
2
e 0.18 0.27 0.55 0.66 0.97 0.63
Total Scope 3 emissions tCO
2
e 7,048.99 8,478.85 6,814.57 6,173.61 6,123.60 7,464.96
Total inventory emissions 7,191.01 8,722.58 7,138.99 6,601.84 6,795.37 8,139.46
Carbon intensity ratios
Revenue intensity – Scope 1 & 2 (tCO
2
e/£m)
5
0.54 1.05 1.63 2.57 4.83 5.62
Revenue intensity – Scope 1, 2 & 3,
all categories (tCO
2
e/£m)
5
27.00 37.63 35.87 39.63 48.89 67.83
FTE intensity – Scope 1 & 2 (tCO
2
e/FTE)
5, 6
0.07 0.13 0.19 0.27 0.47 0.56
FTE intensity – Scope 1, 2 & 3 (tCO
2
e/FTE)
5, 6
3.53 4.62 4.16 4.21 4.72 6.77
1 All activities are UK based. tCO
2
e = tonnes of CO
2
equivalent. All conversion to carbon is based on current Department for Energy Security
and Net Zero (DESNZ) at the date 31 March 2026. Calculations are made in accordance with the SECR guidance and the GHG Protocol.
Scope 1 and 2 emissions include all sources as required by SECR guidance.
2 XPS does not currently have any emissions to disclose within Scope 3 categories 8 to 15. This is attributed to either a lack of appropriate
activities in the relevant emission category or the difficulty disaggregating emissions from other emission categories. XPS ensures its
inventory is inclusive of all appropriate emissions.
3 XPS carried out its first disaggregation of Category 1 and Category 2 emissions in FY 2025. A retrospective calculation for the base year
FY2020 was also conducted. XPS did not conduct Category 2 disaggregation for the intervening period and, therefore, all capital goods
emissions are included within the Category 1 accounting. All future disclosures shall include appropriate disaggregation of Category 2 emissions.
4 Category 6 business travel emissions includes teleworking/remote working as defined by the GHG Protocol.
5 Scope 2 emissions within this calculation reflect market-based energy emissions.
6 FTE = full-time employees as at 31 March 2026.
Looking ahead
For FY 2027, we remain committed to taking appropriate steps to advance our journey towards net zero, both where
wehave operational control and where we work with suppliers and partners:
• continue to maintain and increase ISO 14001 certification for our office locations;
• enhance our proportion of certified renewable energy where possible in our office locations; and
• continue our transition to 100% low-energy lighting.
34
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Climate and environmental risk TCFD statement
The Group considers its operations to be well equipped, prepared and resilient to deal with the emerging risk of
climate change. XPS considers the risk to be emerging as the true impact cannot currently be fully economically or
financially understood or quantified at this time. The business continues to recognise the need to manage its climate
and environmental risk responsibly to maintain operational effectiveness and achieve long-term societal sustainability.
XPS anticipates that the impact of climate change and the associated risk are likely to be immaterial to the Group.
XPSremains confident that it is prepared and adaptable to addressing emerging climate-related regulations and
considers the impact to be immaterial.
Statements and disclosures throughout this report reflect conformance with all 11 recommendations of TCFD
(pursuant to LR 9.8.6R(8)). This report should be read in conjunction. The index below directs readers to key specific
relevant disclosures within this section and throughout this report.
Governance
a) Describe the Board’s oversight of
climate-related risks and opportunities.
See Robust environment and climate governance on
pages 27 to 29
b) Describe management’s role in assessing
and managing climate-related risks
andopportunities.
See Effective environment and climate risk
management on page 29
Strategy
a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term.
See XPS climate risk horizons on page 29
b) Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy, and financial planning.
See Potential impact of climate-related risks and
opportunities on pages 30 and 31
See Climate as an input on page 33
c) Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C
orlower scenario.
See Potential impact of climate-related risks and
opportunities on pages 30 and 31
Risk management
a) Describe the organisation’s processes for
identifying and assessing climate-related risks.
See Effective environment and climate risk
management on page 29
See Principal risks and uncertainties on pages 43 to 50
b) Describe the organisation’s processes for
managing climate-related risks.
c) Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management.
Metrics and targets
a) Disclose the metrics used by the
organisationto assess climate-related risks
and opportunities in line with its strategy
andrisk management process.
See Monitoring and advocating progress on page 33
b) Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions
and the related risks.
See Carbon metrics on page 34
c) Describe the targets used by the
organisation to manage climate-related
risksand opportunities and performance
against targets.
See Robust environment and climate governance on
pages 27 to 28
See Monitoring and advocating progress on page 33
– fully compliant with TCFD recommendations – partially or non-compliant with TCFD recommendations
35
XPS Pensions Group plc Annual Report and Accounts 2026

Non-financial and sustainability information statement
This section of the Annual Report and Accounts constitutes XPS Group’s
Non-Financial and Sustainability Information Statement, produced to comply
withSections 414CA and 414CB of the Companies Act 2006.
Reporting requirement
Relevant policies
1
, documents
or reports that set out our approach Section(s) and page(s)
Anti-bribery and
corruption
• Bribery and gifts policy
• Whistleblowing policy
• Financial crime policy
See our “Being a Responsible Business”
section on page 26
Business model
Business model, see pages 6 and 7
Employees
• Recruitment and selection policy
• Inclusion and diversity policy
• Flexible working policy
• Anti-bullying and harassment policy
• Grievance policy
• Health and safety policy
• Agile working policy
• Family friendly policy
• Sabbatical policy
• Speak Up policy
• Menopause policy
See our “Empowering Our People to Thrive”
section on pages 18 to 21
Environmental
matters
• Environmental policy See our “Protecting Our Environment”
section on pages 27 to 35
Description of
principal risks
andimpact on
business activity
See our “Principal Risks and Uncertainties”
section on pages 43 to 50
Respect for human
rights
• Data privacy policy
• Modern slavery policy
• Information & cyber security policy
See our “Being a Responsible Business”
section on page 26 and our website
www.xpsgroup.com/modern-
slavery-statement
Social matters
• Matched fundraising policy
• Corporate volunteering policy
• Community giving policy
See our “Strengthening Our Communities”
section on pages 22 and 23
Non-financial key
performance
indicators
Operating responsibly for all our
stakeholders, see pages 16 to 35
1 Group policies are regularly reviewed and ExCo monitors adherence.
The following table sets out where, within our Annual
Report and Accounts, we provide further detail on
matters required to be disclosed under the sections
above. In particular, it covers the impact we have on the
environment, our employees, social matters, human
rights, anti-corruption and anti-bribery matters, policies
pursued and the outcome of those policies, and principal
risks that may arise from the Company’s operations and
how we manage these, to the extent necessary for an
understanding of the Company’s development, performance
and position and the impact of its activity.
36
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Chief Financial Officer’s review
Continued strong organic growth
and expanding our addressable
markets
XPS has continued to perform strongly, with revenues
growing 13% and organic growth of 7% being particularly
pleasing given the very strong comparative prior year
performance. Adjusted EBITDA grew 9% year on year;
this includes the impact of the increase in employer’s
National Insurance in the year as well as the full-year
impact of investing in growing our insurance consulting
services. The prior year also includes the significant
McCloud remedy project which we delivered efficiently
through use of proprietary technology leading to high-margin
revenues in FY 2025. All areas of the Group have
performed well, and the Group has grown its services
offered to insurance companies, following on from the
investment made in this area. Revenues from insurers
across all business units have tripled and now represent
10% of Group revenues. The Group’s operational gearing
remains strong. We are continuing to develop our
proprietary administration platform, Aurora, and we are
seeing the impact of this in our operational gearing.
Continued investment in systems across the Group will
provide longer-term benefits to our gearing inlater years.
Group income statement
Adjusted
1
As reported
FY 2026
£m
FY 2025
£m
Change
%
FY 2026
£m
FY 2025
£m
Change
%
Revenue
Advisory 150.1 125.5 20% 150.1 125.5 20%
Administration 98.7 93.7 5% 98.7 93.7 5%
SIP 13.9 12.6 10% 13.9 12.6 10%
Total revenue 262.7 231.8 13% 262.7 231.8 13%
EBITDA 75.7 69.7 9% 59.7 58.0 3%
Depreciation & amortisation (7.0) (6.8) (3%) (16.5) (13.8) (20%)
EBIT 68.7 62.9 9% 43.2 44.2 (2%)
Net finance expense (4.5) (3.4) (32%) (4.5) (3.4) (32%)
Profit before tax 64.2 59.5 8% 38.7 40.8 (5%)
Income tax expense (16.2) (14.4) (13%) (12.1) (10.4) (16%)
Profit after tax 48.0 45.1 6% 26.6 30.4 (13%)
1 Adjusted measures exclude the impact of exceptional and non-trading items: acquisition-related amortisation, share-based payments,
corporate transaction costs, restructuring costs and other items considered exceptional by virtue of nature, size and incidence. See note 5
to the consolidated financial statements for details of exceptional and non-trading items.
A great team effort to deliver another
year of strong growth despite tough
comparators and expanding into
insurance consulting.”
Snehal Shah
Chief Financial Officer
37
XPS Pensions Group plc Annual Report and Accounts 2026

Revenue
Total Group revenues grew 13% year on year. Organic
2
revenue growth was 7%. This follows on from three record
years of double-digit growth.
The Advisory business performed well, with 20% year on
year growth in revenues, of which 8% was organic
2
. The
organic
2
revenue growth was driven by continuing high
client activity levels driven by ongoing regulatory changes,
demand for our risk transfer and GMP services as well
asother project work, and inflationary increases in fees.
Advisory accounted for 57% of Group revenues
(FY2025: 54%).
Administration revenues grew 5% year on year following
on from large growth in previous years due in part to
McCloud. Adjusting for McCloud, revenue growth was
18% driven by onboarding of new clients, inflationary
increases in fees and growth in other project work.
Administration accounted for 38% of the Group revenues
(FY 2025: 40%).
SIP revenues were up 10% on the prior year, due to strong
underlying sales of SIPPs. The SIP business has delivered
its fourth consecutive year of double-digit growth.
Operating costs
Total operating costs (excluding exceptional and non-trading
items) of £194.0 million (FY 2025: £168.9 million) grew by
15% year on year. The main drivers for the cost increases
are an increase in headcount as the business grew (2,024
FTE vs 1,901 last year), the increase in employer’s National
Insurance driving an additional cost of approximately
£2.5million, inflationary/market-driven pay increases,
higher bonus cost commensurate with the strong
financial performance, the impact of a full year of Polaris
costs following the acquisition in February 2025, and
inflationary increases in other operating costs.
Adjusted EBITDA
Adjusted EBITDA grew by 9% year on year, and adjusted
EBITDA margin was 28.8% (FY 2025: 30.1%). The slight
decline in margin was due to McCloud being in the
comparator period, the impact this year of the increased
rate of employer’s National Insurance, and further
investments made in the Insurance Consulting services.
Adjusting for the McCloud project impact in the prior
year, and for the impact of the increase in employer’s
National Insurance this year, the adjusted EBITDA growth
would have been comfortably ahead of revenue growth.
Adjusted profit before tax grew by 8% year on year,
slightly below adjusted EBITDA because of increased
finance costs due to the Polaris acquisition in
February 2025.
Exceptional and non-trading items
Exceptional and non-trading items in the year totalled
£25.4 million (FY 2025: £18.7 million). Amortisation of
acquired intangible assets amounted to £9.5 million
(FY2025: £7.0 million).
Share-based payment charges were £8.0 million (FY 2025:
£8.8 million). The prior-year comparator included an
adjustment for the increase in employer’s National
Insurance which took effect from April 2025.
The Group also incurred £7.9 million of acquisition-related
remuneration in respect of the Polaris acquisition in
February 2025 (FY 2025: £3.9 million; see note 5 of the
financial statements for more detail). £9.2 million of the
cash upon completion relating to Polaris included a continuing
employment clause, as does the further payment of up to
£35 million payable in three years’ time, which is also
contingent upon achievement of certain stretching
business objectives. As continued employment is one part
of the contingent consideration test, according to IFRS 3,
these amounts must be treated as a post-transaction
employment cost accruing over the deferment period of
three years. An amount, therefore, has been recognised in
FY 2026 representing the acquisition-related remuneration
expensed in the year. These amounts are material in size
and one-off in nature and will continue to be for the next
two years. These amounts will continue to be classified
within the exceptional category in line with the Group’s
accounting policies. If the entire contingent acquisition-
related remuneration is not payable at the end of the
three-year period, any resulting credit will also flow
through the exceptional category.
Tax on the non-trading items was a credit of £4.1 million
(FY 2025: £3.9 million). This is driven by the unwinding
ofdeferred tax liabilities linked to intangible assets
acquired in previous periods and tax relating to
share-based payments.
Net finance costs
Net finance costs for the year were £4.5 million (FY 2025:
£3.4 million). The increase is due to a higher loan balance
throughout FY 2026 compared to the prior year due to
the acquisition of Polaris.
Chief Financial Officer’s review continued
38
XPS Pensions Group plc Annual Report and Accounts 2026
2 Organic means excluding the impact of the Polaris acquisition which completed on 28 February 2025. Polaris contributed revenues of
£16.1million in Advisory in FY 2026.

Strategic report
Taxation
A tax charge of £16.2 million (FY 2025: £14.4 million)
wasrecognised on adjusted profits. This represents an
effective tax rate of 25% (FY 2025: 24%). The Group also
recognised a tax credit of £4.1 million (FY 2025:
£3.9million) on exceptional and non-trading items,
whichresulted in an overall tax charge for the year of
£12.1 million (FY 2025: £10.4 million). The growth in
trading performance drove the increase in tax charges
inthe year compared to the prior year.
Our businesses continue to generate considerable tax
revenue for the UK government. For the year ended
31March 2026, we paid corporation tax of £11.0 million
(FY 2025: £11.2 million); we collected employment taxes
of £44.8 million (FY 2025: £36.5 million) and VAT of
£40.5 million (FY 2025: £36.9 million). Additionally, we
have paid £1.4 million (FY 2025: £1.3 million) in business
rates. The total tax contribution of the Group was,
therefore, £97.7 million (FY 2025: £85.9 million), which
equates to 37% of revenue (FY 2025: 37%).
EPS
Basic EPS for FY 2026 decreased by 12% year on year to
13.0p (FY 2025: 14.7p) – the decrease is largely due tothe
additional post-acquisition remuneration for the Polaris
acquisition discussed above.
Adjusted fully diluted EPS grew 8% year on year to 22.3p
in FY 2026 (FY 2025: 20.6p), driven by the strong revenue
growth as well as continuing control over costs within
thebusiness.
Dividend
A final dividend of 9.1p is being proposed by the Board
(FY 2025: 8.2p). The final dividend, which amounts to
£19.0 million (FY 2025: £16.7 million), will be paid on
21September 2026 to those shareholders on the register
on 21 August 2026.
Cash flow, capital expenditure and financing
Non-GAAP cash flow
31 March 2026
£m
31 March 2025
£m
Operating
Adjusted EBITDA 75.7 69.7
Change in net working capital
1
(7.0) (3.0)
Adjusted operating cash flow (OCF)
2
68.7 66.7
OCF conversion 91% 96%
Financing & tax
Net finance expense (4.3) (3.5)
Taxes paid (11.0) (11.2)
Proceeds from loans 8.0 31.0
Repayment of lease liabilities (2.3) (2.0)
Share-related movements (21.3) (19.7)
Net cash flow after financing 37.8 61.3
Investing
Acquisition — (24.1)
Capex (9.9) (8.2)
Net cash flow after investing 27.9 29.0
Dividends paid (25.0) (22.2)
Exceptional items (0.8) (2.1)
Movement in cash 2.1 4.7
Net debt
3
46.2 40.3
Leverage 0.64x 0.57x
1 Change in net working capital exclusive of corporate transaction costs detailed in note 5 to the consolidated financial statements.
2 Appendix 2 provides a reconciliation of this figure to the operating cash flow presented in the consolidated financial statements.
3 Net debt constitutes long-term borrowings and contingent consideration, less cash. See note 20 to the consolidated financial statements
for a reconciliation of this figure.
39
XPS Pensions Group plc Annual Report and Accounts 2026

Cash flow, capital expenditure and financing continued
The Group has demonstrated strong cash management
inthe year. Adjusted operating cash flow increased by
£2.0 million, driven by a £6.0 million increase in adjusted
EBITDA offset with a £4.0 million decrease in net working
capital year on year. This decrease was expected due to
the timing of billing in the year and the prior year on
project work. Overall, this resulted in adjusted operating
cash flow conversion of 91% compared to 96% in the
prior year.
Taxes paid in the year of £11.0 million (FY 2025: £11.2 million)
were lower than the prior year, due to tax adjustments for
prior years computed during the year.
During the year, the Group drew down net £8.0 million of
therevolving credit facility (RCF) (FY 2025: £31.0 million
predominantly to fund the acquisition of Polaris Actuaries
and Consultants Limited). Interest paid on the loan balance
amounted to £3.7 million (FY 2025: £2.3 million); £0.6million
was paid on interest relating to leases in the year
(FY2025: £0.3 million). In the prior year, loan
arrangement fees paid amounted to £1.0 million. The
prior year also included £0.1 million of interest income
received . Capital expenditure in the year amounted to
£9.9 million (FY 2025: £8.2 million) with £2.1million spent
on leasehold improvements and office fit-outs and the
remaining £7.8million on software development,
enhancements toour platforms, cyber security and other
IT equipment. £2.3 million relating to leases was paid in
the year (FY2025: £2.0 million).
The prior-year acquisition cash flow relates to the
acquisition in February 2025 of Polaris Actuaries and
Consultants Limited.
The Group spent £20.9 million (FY 2025: £18.7 million)
onacquiring its own shares via its EBT, to be used to
settle employee share options as they vest. £0.9 million
(FY 2025: £0.6 million) was paid to employees as
dividend equivalents on the vesting of share options
aswell as incurring £1.8 million of employer’s National
Insurance (FY 2025: £1.3 million). Offsetting this was
£2.3million of cash received from employees on the
exercise of SAYE options (FY 2025: £0.9 million). After
paying £25.0 million in dividends, and £0.8 million in
exceptional costs relating to the Polaris acquisition, the
Group cash balance increased by £2.1 million year on year
to close at £16.8 million. The Group had drawn down
£63.0 million of its £120.0 million RCF at 31 March 2026,
resulting in net debt of £46.2 million, an increase of
£5.9million year on year.
Going concern
Details on the Directors continuing to adopt the going
concern basis in preparing the financial statements can
be found in the Viability Statement in the Strategic Report
in the Annual Report. The Directors have confirmed that,
after due consideration, they have a reasonable expectation
that the Company and the Group have adequate
resources to continue in operational existence for the
foreseeable future. For this reason, they continue to
adopt the going concern basis in preparing the financial
statements.
Subsidiary undertakings
The subsidiary undertakings of the Group in the year are
listed in note 29 in the Annual Report.
Snehal Shah
Chief Financial Officer
17 June 2026
Chief Financial Officer’s review continued
40
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Appendix: Reconciliation of reported/statutory results to alternative performance
measures (APMs)
In order to assist the reader’s understanding of the financial performance of the Group, it continues to present a range
of results metrics to demonstrate its performance. These include those presented in accordance with International
Accounting Standards (IFRS) and APMs. APMs exclude specific exceptional and non-trading items as set out in note 5.
An explanation of the Group’s key APMs has been detailed below:
APM
Closest equivalent
statutorymeasure APM definition and purpose
Adjusted
EBITDA
Profit/loss from
operating
activities
Definition: Earnings before interest, tax, depreciation and amortisation
excluding exceptional and non-trading items.
Purpose: A recognised APM which has been central to the business over many
years and through different ownership structures. It allows the Group to
monitor the underlying trading performance of the business without the
impact of external and exceptional and non-trading factors distorting
the figures.
OCF
conversion
Net cash from
operating
activities
Definition: The conversion of adjusted EBITDA into cash.
Purpose: Measures how well the Group is managing its operating cash flows.
Unlike net cash from operating activities, it excludes the impact of tax and
exceptional and non-trading items and, therefore, allows for a direct and
like-for-like comparison to the Group’s key profit-related APM,
adjusted EBITDA.
Adjusted
diluted EPS
Diluted
earnings per share
Definition: Reflects the profit after tax, adjusted to remove the impact of
exceptional and non-trading items. Details of this can be found in note 5
aswellas in the reconciliations on the following page of this Chief Financial
Officer’s Review.
Purpose: Presents an EPS measure used more widely by investors and analysts
and more in line with how the Group’s dividends are calculated.
Leverage
Cash and cash
equivalents
Definition: Leverage ratio showing the amount of third-party debt excluding
leases (net of cash held) relative to the last 12 months’ adjusted
pro-forma EBITDA.
Purpose: Management can measure exposure to reliance on third-party debt.
Leverage is the key measure in reporting to the Group’s banks and driving the
interest rate margin which is added to SONIA to determine the all-in
rate payable.
41
XPS Pensions Group plc Annual Report and Accounts 2026

A reconciliation of the Group’s APMs to their closest statutory measures has been provided below:
1. Adjusted EBITDA
31 March 2026
£m
31 March 2025
£m
Profit from operating activities 43.2 44.2
Depreciation and amortisation 16.5 13.8
Other exceptional and non-trading items
1
16.0 11.7
Adjusted EBITDA 75.7 69.7
2. OCF conversion
31 March 2026
£m
31 March 2025
£m
Profit from operating activities 43.2 44.2
Depreciation and amortisation 16.5 13.8
Other exceptional and non-trading items
1
16.0 11.7
Trading EBITDA 75.7 69.7
Net cash from operating activities 55.2 41.8
Income tax paid 11.0 11.2
Cash exceptional and non-trading items
2
2.5 13.7
Adjusted operating cash flow 68.7 66.7
OCF conversion 91% 96%
3. Adjusted diluted EPS
31 March 2026
£m
31 March 2025
£m
Profit after tax and total comprehensive income for the year 26.6 30.3
Adjustment for exceptional and non-trading items (net of tax)
1
21.3 14.8
Adjusted profit after tax 47.9 45.1
Dilutive weighted average number of shares (‘000) 214,609 219,437
Adjusted diluted EPS (pence) 22.3 20.6
4. Leverage
31 March 2026
£m
31 March 2025
£m
Cash and cash equivalents 16.8 14.7
Bank debt (63.0) (55.0)
Contingent consideration — —
Net debt
3
(46.2) (40.3)
Trading EBITDA 75.7 69.7
Impact of IFRS 16 ignored for bank covenants purposes
4
(3.5) (3.3)
Pro-forma impact of M&A transactions in year
5
— 4.5
Adjusted EBITDA for covenant 72.2 70.9
Leverage 0.64x 0.57x
1 See note 5 of the consolidated financial statements.
2 This is the cash element of exceptional and non-trading items: National Insurance on share-based payments (note 10 of the consolidated
financial statements) and payment of transaction costs relating to the Polaris acquisition in February 2025 (FY 2025: National Insurance
onshare-based payments, £9.2 million of Polaris prepaid consideration, and related transaction costs).
3 See note 20 of the consolidated financial statements.
4 The Group’s banking facilities agreement ignores IFRS 16 for covenant test purposes. Debt excludes lease-related liabilities and to be on a
consistent basis adjusted pro-forma EBITDA includes rent-related costs as an operating expense unlike in the statutory income statement
where they are treated as depreciation of right-of-use assets with a related financing cost.
5 Pro-forma-related adjustments reflect the impact of M&A-related transactions as if they had been included for the whole financial year.
TheFY 2025 adjustment is to reflect the Polaris acquisition taking place on 1 April 2024 (i.e. it includes Polaris for the whole year).
Chief Financial Officer’s review continued
42
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Principal risks and uncertainties
Enhancing the existing risk and controls
frameworks and assessments, taking into
account the introduction of Provision 29 in the
UK Corporate Governance Code. This includes
workshops with senior management to:
• review critical risks, agree material controls
and develop the existing frameworks
managing these areas;
• map existing assurance frameworks in use
across the Group to relevant critical risk
controls, alongside the level of coverage
they provide;
• agree desired levels of assurance to support
disclosure in the FY 2027 Annual Report and
Accounts; and
• support regular reporting to, and active
engagement with, the Audit & Risk
Committee to ensure it is comfortable with
the programme of work in place to support
future mandatory declarations.
Enhancing the sustainability framework by
achieving the SBTi validation of XPS’s
short-term net zero objectives, expanding the
official certification of the Group’s ISO 14001
programme from 7 sites to 14 in 2026 and
improving the EcoVadis sustainability
scorecard.
Continuing to develop the existing Risk team
and its capabilities, through supporting staff to
develop their subject matter expertise in their
respective areas. This includes cross-training
to allow holistic risk management across
multiple domains.
Active engagement with key change
management programmes focusing on
high-risk project areas while recognising
potential opportunities with support from
external subject matter experts.
Continuing to improve the incident management
framework. This includes enhancing the
existing supporting documentation (BC plans,
IT runbooks and incident-specific playbooks)
while engaging regular scenario testing and
executive-level exercises.
Reviewing the existing fraud prevention
framework and fraud risk assessment in light
ofthe failure to prevent fraud aspect of the
Economic Crime and Corporate Transparency
Act with support from external consultants.
Thiscombines a regular self-assessment process
with fraud risk and control leads from relevant
business areas and central functions with
targeted reviews for potential high-risk areas.
Strengthening the control management
framework by outlining roles and
responsibilities of control leads and owners
through the control management policy, which
improves control ownership and accountability.
Supporting new initiatives, such as the
adoption of artificial intelligence technologies,
providing guidance on the inherent threats and
opportunities and ensuring appropriate
guardrails are in place.
The Group deploys a comprehensive risk management and internal control
framework. This enables it to identify and manage risk proactively, supporting the
growth of the business. Effective risk management provides the Group with fully
articulated risks, enabling it to manage uncertainty and embrace opportunity.
Managing risk effectively
XPS Group is inherently exposed to a wide range of risks
which, should they materialise, could have a material
impact on its financial performance, reputation or
operational resilience.
Risk management highlight
Over the last year our risk management and internal
controls framework has continued to operate effectively.
This has enabled us to respond to those evolving risks
inherent in our day-to-day operations, alongside supporting
new opportunities and initiatives. The Group’s risk
environment is actively reviewed by senior management
alongside the internal control frameworks in place to
ensure that controls continue to be effective. Internal and
external assurance frameworks support this, ensuring
regular, planned reviews to validate control design and
effectiveness, as well as highlighting opportunities for
further improvements. Cybercrime continues to be a key
focus for senior management, recognising the threats
tothe Group from phishing, ransomware and supply
chain attacks.
We continuously develop our risk management capabilities
to support the Group and address the evolving threats
inour market. Since the last report, there has been
anumber of significant enhancements, including:
43
XPS Pensions Group plc Annual Report and Accounts 2026

The Board, with the support of the Audit & Risk Committee, has identified the principal risks that could materially
impact the Group’s ability to achieve its objectives and deliver its strategy. These include general business risks that
are faced by the Group and are comparable to those that would be faced by similar businesses operating in the same
sector as the Group. These general business risks include:
• Political/economic/social – risks created by the political, economic, financial and social environment in which we
operate, e.g. war, demographic trends, pandemics, government influence on business, currency changes, market
volatility, interest rates or liquidity.
• Competition – risks of change to the demand side of the business due to changes in customer demands or competitors
likely to influence the entire industry, e.g. aggressive competitor pricing, consolidation trends, major technological innovation,
or substitute technologies. These changes may not directly affect the Group but could influence the entire industry.
• Legal and regulatory – risks associated with the criminal and civil judicial processes and contract law, e.g. not
identifying changes required by new legislation, increased litigation in a particular field, or industrial accidents.
Our Risk Management Framework
Board of Directors/Audit & Risk Committee
Operational
management
Firstline of defence
Key activities
• Implement
governance, risk and
control frameworks
• Measure and manage
project performance
• Manage risk (within
agreed riskappetite)
• Design governance,
risk and control
framework
• Monitor adherence
to framework
• Provide timely,
balanced information
• Review framework
application
objectively
• Offer independent
oversight of first
andsecond lines
Risk
management
Second line of defence
Internal
Audit
Third line of defence
Senior management/
Risk Management Committee
Control of risks Control of risksControl of risks
Outcome
Risk appetite
XPS recognises the need to take risks to help its customers to achieve their objectives and achieve commercial
success. We will seek to take risks where we have the skills to exploit that risk and manage it within risk appetite
and avoid and minimise risks where it is unrewarded, or it cannot be well managed or understood.
Risk governance and three lines of defence
The Board of Directors has the ultimate responsibility for risk management
and internal control, including for the determination of the nature and extent
of the critical risks it is willing to take to achieve its strategic objectives.
The Group has established a Committee governance structure (see below)
atboth the Board, the Subsidiary Boards and management levels to provide
oversight and challenge on the implementation of the policy and framework
across all areas and risk types within the Group. The Group also applies the
principles of the three lines ofdefence model in its risk management approach:
Risk management process
XPS uses an iterative risk
management process (risk
identification, risk assessment,
risktreatment, monitoring and
reporting) to help business areas
and central functions to actively
manage all risks across the Group.
Risk register
The risk register incorporates
atop-down Group risk register
focusing on critical risks faced at
the Group level, and bottom-up
registers including risk registers
for each business area and central
functions. There are also specialist
risk registers which allow deep-dives
into particular risk types.
Enablers: System, process, people, culture
Risk identification
Risk treatment
Risk
assessment
Monitoring
and
reporting
Principal risks and uncertainties continued
Subsidiary Board
44
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Change during the year:
Increased risk Stable Improving
Links to strategy:
Regulatory change
Expand services
Grow market share
Mergers and acquisitions
Regulatory and legislative non-compliance
Link to strategy
Trend
Description
Failure to comply with regulatory requirements could result in regulatory penalties, reputational damage and potential operational
disruption (e.g. loss of licence to operate). The evolving regulatory landscape and changes in legislation exacerbate non-compliance risk.
Critical regulatory and legislative compliance areas include:
• Financial Conduct Authority (FCA);
• Market Abuse Regulation (MAR);
• Competition and Markets Authority (CMA);
• anti-money laundering (AML); and
• occupational health and safety requirements.
Update
This risk remains stable since the prior year. We continue to monitor regulatory reporting and regulatory change.
Key mitigating actions
• Horizon scanning and regulatory change processes to ensure that regulatory changes are interpreted correctly and responded to in a
timely and comprehensive manner
• Use of Insidetrack system to automatically manage insider list
• Bespoke training on MAR responsibilities
• Annual financial crime training for all staff and bespoke training for FCA regulated businesses, reflecting FCA expectations
• Review between Finance and Compliance to ensure that key financial reporting to the FCA is accurate
• Compliance monitoring reviews
Focus for 2027
Alongside the continuation of our existing key mitigating actions we will:
• continue to review and develop our ongoing training programme on key compliance areas, to keep pace with changes in legislation and
any emerging thematic risks identified;
• keep under review AML risks and key controls to address any emerging risks identified; and
• enhance the compliance monitoring programme to ensure review of the current, emerging and ongoing key regulatory risks relevant to
the FCA regulatory businesses.
Principal risks
Our principal risks have remained stable since last year. Principal risks are defined as those risks that we determine to
have a “critical” impact on XPS at its inherent level as a business across the four pillars referenced in the updated
Corporate Governance Code: operational, compliance, financial and reporting. These risks are owned and managed by
a member of the senior executive or senior management who has accountability for ensuring that the risk is
effectively managed.
We recognised that it is good practice to regularly review our principal risk profile to ensure its relevance and in line
with our strategies. Recently, the Board reviewed the principal risks in response to the introduction of Provision 29 in
the UK Corporate Governance Code with the support of external advisers. The review focuses on identifying risks that
are critical to XPS as a business, supporting a risk-focused approach to identifying material controls.
The principal risks and uncertainties are detailed below. We disclose links to the strategy, mitigating actions, an update
for this year and the key focus for FY 2027 to manage the risk and improve internal control for each risk.
45
XPS Pensions Group plc Annual Report and Accounts 2026

Client service delivery errors and claims
Link to strategy
Trend
Description
New or historical errors in client service delivery, both advice provided to clients or in pension administration, could result in legal claims,
financial liabilities, reputational damage and loss of clients. Errors could be caused by staff, system, process or oversight issues.
Update
This risk remains stable since the prior year.
Key mitigating action
The Group recruitment process ensures only high-calibre staff are recruited, who are then supported by training programmes. Staff use
standardised documented processes and checklists for key processes. Higher-risk work is identified with peer review and additional
sign-off required, with regular quality audits to confirm processes are being followed correctly. There are also built-in controls in key
business systems and an authorisation process for major transactions that require checks and sign-offs from a senior member of the team.
Insurance arrangements are in place to limit the loss should an error occur. Root cause analysis is used to identify where controls
improvements are required, which are monitored through to implementation.
Focus for 2027
Alongside the continuation of our existing key mitigating actions, we will:
• continue to enhance the root cause analysis as part of the claims management process;
• continue to increase the coverage of automated controls embedded in systems; and
• continue to ensure that there is an authorisation process in place where manual checks are substitutes for system built-in controls.
Critical systems and disruption
Link to strategy
Trend
Description
Disruption to critical systems may arise from cyber-attacks, internal system failures or third-party service disruptions. This disruption could
lead to operational disruption, loss or theft of confidential data, increased costs for resolution efforts, regulatory penalties, reputational
damage and loss of clients.
Update
The risk remains stable since the prior year. We will continue to monitor any potential threats to critical systems, especially cyber-attacks.
Additional assurance is provided through the existing Cyber Essential Plus certifications and by having appropriate insurance
policies in place.
Key mitigating action
The Group has an Information Security Management System (ISMS) in place to ensure that risks are identified and managed effectively.
This includes a range of technical controls policies and procedures, supported by a dedicated Cyber Security team, and a 24/7 Security
Operations Centre. These are supported by regular independent audits and penetration tests.
All staff are provided with comprehensive policies and guidance, an awareness of key topics reinforced with a programme of training and
testing initiatives, e.g. phishing awareness. The Group has dedicated business continuity frameworks and capabilities to minimise the impact
of incidents affecting the Group’s data, facilities or systems. These frameworks include incident management capabilities to allow the
Group to effectively co-ordinate and communicate with stakeholders in the case of a significant incident.
Focus for 2027
Alongside the continuation of our existing key mitigating actions we will:
• continue to engage in threat intelligence by identifying the tactics, techniques and procedures that threat actors use to cause disruption; and
• continue to evaluate and implement new cyber defence tooling to minimise our exposure to cyber threats.
Principal risks and uncertainties continued
Change during the year:
Increased risk Stable Improving
Links to strategy:
Regulatory change
Expand services
Grow market share
Mergers and acquisitions
46
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Sensitive data breach
Link to strategy
Trend
Description
A sensitive data breach may result from cyber-attacks, internal system vulnerabilities, process failures or third-party breaches.
Thisincludes non-compliance with data protection regulations (including GDPR) in collecting, processing, storing or using sensitive data.
Asensitive data breach can lead to regulatory penalties, loss of licence to operate, reputational damage and client attrition.
Update
The Group has continued to develop its capabilities, recognising the continued evolution of this risk. The risk remains stable since the
prior year.
Key mitigating action
The Group has a range of data protection policies and processes in place and has implemented robust controls to ensure that it is GDPR
compliant. All staff are fully aware of these policies, with awareness of key topics reinforced with annual training and testing initiatives,
e.g.phishing awareness.
The Group has an Information Security Management System (ISMS) in place to ensure that risks are identified and managed effectively.
Additional assurance is provided through the Cyber Essential Plus certification and by having appropriate insurance policies in place. This
includes a range of technical controls policies and procedures, supported by a dedicated Cyber Security team, and a 24/7 Security
Operations Centre. These are supported by regular independent audits and penetration tests and purple team testing.
The Group has dedicated business continuity frameworks and capabilities to minimise the impact of incidents affecting the Group’s data,
facilities or systems. These frameworks include incident management capabilities to allow the Group to effectively co-ordinate and
communicate with stakeholders in the case of a significant incident.
Focus for 2027
Alongside the continuation of our existing key mitigating actions, we will:
• continue to enhance our threat assessment capability to ensure controls are addressing new and emerging threats; and
• continue to evaluate and implement new cyber defence tooling to minimise our exposure to data breaches.
Third-party or supplier disruption
Link to strategy
Trend
Description
XPS is reliant on critical third parties and suppliers. These critical third parties and suppliers are exposed to significant risks, such as
cyber-attacks, data breaches and operational disruption. If these risks materialise, this could lead to XPS facing operational disruption,
increased costs for resolution efforts, regulatory penalties, reputational damage and loss of clients.
Update
The risk remains stable since the prior year.
Key mitigating action
XPS operates a third-party management framework which ensures that all suppliers meet the necessary requirements to protect the
information assets they may be given access to.
The Group has a formal selection process that ensures due diligence is carried out before access is granted to client information. XPS uses
a supplier management platform, Mitratech, to assist with managing its third-party suppliers and to ensure they comply with the standards
required by XPS Group and its clients. Suppliers are contractually required to meet the XPS Baseline Security Requirements. The approvals
and signing framework also ensures contracts include key risks relating to services provided and identified risks are managed and accepted
prior to agreements being signed.
All third parties are reviewed prior to any access to information being granted and at regular intervals during the life of the contract, with
key third parties being reviewed at least on an annual basis. We also regularly monitor service delivery, general governance and financial
status of all key suppliers we contract with through ongoing performance review meetings.
Focus for 2027
Alongside the continuation of our existing key mitigating actions we will:
• explore the use of AI technology to enhance and streamline the procurement and third-party risk management process;
• leverage the due diligence platform to better understand the information security, business and financial controls our suppliers have
inplace; and
• enhance the use of external data sources to develop monitoring and drive targeted risk assurance activities.
47
XPS Pensions Group plc Annual Report and Accounts 2026

Misappropriation of client funds
Link to strategy
Trend
Description
XPS employees across all business areas and central functions could collude to commit large-scale fraudulent activities. This risk arises
from factors such as opportunity (e.g. weak controls or oversight), motivation (e.g. financial difficulties), and rationalisation of fraudulent
behaviour. Such activities could result in significant financial loss, regulatory penalties, loss of licence to operate, reputational damage and
client attrition.
Update
This risk remains stable since the prior year.
Key mitigating action
• Approval and signing matrix which sets out requirements and approval processes for major transactions
• Documented authorisation requirements for each client, including named authorisers and required review steps
• Automated controls built into systems that mandate segregation of duty
• Regular system access review including privileged user access
• Bespoke training pathways to ensure that staff are appropriately trained for the role
Focus for 2027
We will continue to monitor the effectiveness of existing key mitigating actions.
Strategic opportunity or execution mismanagement
Link to strategy
Trend
Description
There is a risk that XPS misses significant strategic opportunities or fails to adapt to an evolving market. This could be driven by ineffective
identification or execution of strategic goals. This could result in reduced market share, diminished competitive advantage and erosion of
shareholder value.
Update
The risk remains stable since the prior year.
Key mitigating action
• Regular review of market developments and strategic opportunities performed at the Executive Committee level as well as the plc Board
• Monthly forums for each key project that monitor workstream progress, key milestones, lessons learned, bottlenecks, financial planning
and budgeting, and action plans
• Interaction with and support from third-party advisers
• Annual strategy day with the plc Board
Focus for 2027
We will continue to monitor the effectiveness of existing key mitigating actions.
Principal risks and uncertainties continued
Change during the year:
Increased risk Stable Improving
Links to strategy:
Regulatory change
Expand services
Grow market share
Mergers and acquisitions
48
XPS Pensions Group plc Annual Report and Accounts 2026

Strategic report
Financial reporting risks
Link to strategy
Trend
Description
• General risk of error leading to inaccurate financial information being used to inform strategic decision making, investment decisions and
operational planning
• Financial reporting fraud and management override of controls
• Judgemental error(s) leading to material financial misstatement, especially in areas requiring significant management judgement and
assumptions including alternative performance measures, valuation of goodwill and intangibles and accounting for significant projects
such as mergers and acquisitions
Update
This risk remains stable since the prior year.
Key mitigating action
• The Group’s Executive Committee meets each month to discuss the operational and financial performance of the business. Detailed
financial performance reports are produced by Finance supplemented by commentary from divisional/functional heads.
• Flash revenue and contribution results are reviewed on a figures call each month ahead of the Executive Committee meeting. The figures
call is attended by the Co-CEOs, CFO, Group Financial Controller and business unit heads as well as other members of the Finance team.
This allows a more focused agenda for the Executive Committee not purely reviewing past results.
• Monthly management accounts including detailed divisional financial analysis are produced by the Group Finance teams and tabled at
each monthly Executive Committee meeting.
• Monthly management accounts are submitted to the Board and discussed at the appropriate Board meetings.
• The executive team presents on financial and operational performance at all Board meetings. Divisional heads may also be invited to
present where required.
Focus for 2027
We will continue to monitor the effectiveness of existing key mitigating actions.
49
XPS Pensions Group plc Annual Report and Accounts 2026

Principal risks and uncertainties continued
50
XPS Pensions Group plc Annual Report and Accounts 2026
The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Group,
including those that would threaten its business model,
future performance, solvency or liquidity. The principal
risks are those listed above. The Directors do not believe
there to be any additional emerging risks that are not
already addressed within the Principal Risks and
Uncertainties section.
The Directors confirm in the Directors’ Responsibility
Statement that they consider that the Annual Report,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Group’s position, performance, business
model and strategy.
Emerging risk
XPS Group continuously reviews its external and internal
environments for emerging risks
1
. Emerging risks are
distinguished from current risks by the high degree of
uncertainty as to how and when the risk will crystallise
and its impact on XPS:
Disrupter technology
Scenario The emergence and adoption of technology
Impact There is a risk that large professional service technology consulting companies enter the pensions sector and use
innovative technology (e.g. artificial intelligence, quantum computing) to automate the pension calculation posing a
competitive advantage and consequently a threat to XPS’s services.
An inability for XPS to capitalise on this technology could result in missed opportunities.
Mitigation Effective governance over emerging technology and AI-related risks and opportunities through AI policy and cyber
security risk governance channels means that the business can be supported to identify and take advantage of
opportunities whilst effectively managing inherent risks.
Escalating geopolitical tensions
Scenario
The US/Israel conflict with Iran and the Russia/Ukraine conflict have brought geopolitical tension which has major wider
impacts on the global economy
Impact Major supply chain disruption and claims supply chain inflation. Increased cyber risk to operations.
Mitigation Closely monitor geopolitical and macroeconomic factors that may have a major impact on the XPS key business activities.
1 Please refer to the sustainability section for emerging risks under the sustainability framework.

Strategic report
51
XPS Pensions Group plc Annual Report and Accounts 2026
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position, are set out in the reports referred to in the
Directors’ Report pages 94 to 97.
The Directors have assessed the long-term prospects
ofthe Group based upon business plans and cash flow
projections for the three-year period ending 31 March 2029.
The three-year period was chosen as it is considered the
longest timeframe over which any reasonable view can be
formed. The forecasts and cash flow projections being
used to assess going concern cover the period up to
October 2027. A 16-month period from the sign-off of
theaccounts is used for the going concern review as the
Group produces more detailed budgets and forecasts for
this timeframe which have proved to be very reliable
inthe past. October is typically the lowest point in the
Group’s working capital and cash cycle, which is why
thegoing concern review extends to October 2027.
The forecasts prepared incorporate the Directors’ best
estimate of the amount payable as per note 23 of the
financial statements in the year ended 31 March 2029 to
the former owners of Polaris Actuaries and Consultants
Limited related to the acquisition of this entity in
February 2025, in line with the terms of the share
purchase agreement.
The forecasts prepared have been comprehensively
stress-tested. The stress-testing involved removing
revenue relating to a large part of customers’ discretionary
spend from the Group’s revenue forecasts. A high
percentage of the Group’s revenue relates to compliance
work which is non-discretionary. Mitigating actions, which
include reducing certain non-fixed costs, were also
factored into the stress-testing.
In forming their opinion, the Directors have performed a
robust assessment of the principal risks and uncertainties
facing the Group as set out on pages 43 to 50. In
addition, note 2 of the financial statements includes the
Group’s objectives, policies and processes for managing
its capital, its financial risk management objectives and
itsexposure to credit risk, liquidity risk and market risk.
The Directors believe that dramatic changes in the
futuredevelopment and size of the pensions market
which underpin the strategy of the Group as well as risks
relating to cyber security including ransomware attacks
could threaten the longer-term viability of the Group.
These risks have been considered in detail, including
potential mitigating actions and the direction of travel
forthese specific risks, on pages 43 to 50.
The Group had £16.8 million of cash at 31 March 2026.
The Group’s revolving credit facility extends to March2029.
The facility is for £120 million, with an accordion of
£50million. In April 2026 the Group triggered an option
to extend the facility for a further year out to March 2030.
This was agreed by the lenders on27 May 2026. At
31March 2026, £63 million of this facility was drawn.
Thefacility is subject to two covenants: net leverage and
interest cover. These covenants are forecast to be met
throughout the viability period. Further details of the
financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described within the
financial statements and notes.
Having reviewed the identified risks, the Directors
areconfident that the business is robust and resilient
enough to tackle any challenges that may arise over
thethree-year viability period in relation to the Group’s
exposure to credit risk, liquidity risk and market risk.
Ofthe three, the Directors consider market risk to be
themost significant to the Group.
With regard to market risk, the Directors have assessed
the current market conditions and the potential impact of
regulatory changes, as discussed in the Markets Overview
section on pages 8 and 9 The Directors’ assessment of
the market is that there is considerable opportunity in
light of regulatory change and anticipated transaction
volumes in discretionary project income and continued
requirements from customers for non-discretionary
revenues, and any risks identified are managed by the
Group’s risk strategy and are not considered to be
material risks to the Group’s viability over the next
three years.
The Group has a strong balance sheet, access to
financialresources and long-term growth prospects.
Asaconsequence, the Directors believe that the Group
iswell placed to manage its business risks successfully.
Even in the worst case scenarios considered plausible by
the Directors, the cost reduction actions available to the
Group, the reduction of non-essential capital expenditure
and the management of working capital are expected to
be effective and sufficient to ensure the continued
viability of the Group.
After making enquiries and approving the forecasts,
theDirectors have formed a judgement, at the time of
approving the financial statements, that there is a
reasonable expectation that the Group has adequate
resources to continue in operational existence and meet
its liabilities as they fall due over the assessment period.
For this reason, the Directors continue to adopt the
goingconcern basis in preparing the financial statements.
At the same time, the Directors also considered the
appropriateness of adopting the going concern basis of
accounting in preparing the financial statements and the
Directors’ identification of any material uncertainties to
the Group’s and the Parent Company’s ability to continue
to do so over a period of at least 12 months from the date
of approval of the financial statements.
This Strategic Report has been approved by the Board
and signed by order of the Board:
Paul Cuff Ben Bramhall
Co-Chief Executive Officer Co-Chief Executive Officer
17 June 2026 17 June 2026
Viability statement

Board changes
This is my first Annual Report as Chair, following my
appointment and succession of Alan Bannatyne in
September 2025. Alan’s retirement was in line with the
Corporate Governance Code’s recommendation that a
Director’s tenure should not exceed nine years.
This financial year saw a number of other changes to the
Board. In March 2026, Margaret Snowdon OBE stepped
down from the Board after completing nine years of service.
Both Alan and Margaret guided the Board through a
transformational period for the business, during which
our revenues increased five-fold to £262.7 million. Margaret
and Alan’s contributions to XPS have been significant and
we thank them both for everything they have done.
In line with the Group’s succession plan, we also
welcomed two new Non-Executive Directors in March
2026, April Talintyre and Michelle Cracknell. Both April
and Michelle bring extensive financial services experience,
and skill sets that will complement and further strengthen
the Board’s expertise.
Directors’ remuneration
During the year, Imogen Joss, as Remuneration
Committee Chair, led a consultation with the Group’s
largest shareholders regarding the updated Directors’
Remuneration Policy. The revised policy will be presented
for approval at the upcoming Annual General Meeting in
September. This report provides further details on this
and the Board’s wider activities during the year.
New Corporate Governance Code
Over the last few years, the Company has been working
hard to embed the requirements of the new Corporate
Governance Code 2024 (the “Code”). The following report
outlines how the Company has applied the main principles
of the Code and how it has complied with all relevant
provisions of the Code during the reporting period.
Martin Sutherland
Independent Non-Executive Chair
17 June 2026
Chair’s introduction
Strong governance, strengthened leadership
Supporting effective oversight, long-term stewardship andsustainable
value creation.
This year’s Board changes reflect a continued focus
on renewal, succession and maintaining the skills
and perspectives needed for effective governance.
Against an evolving governance landscape,
weremain committed to high standards.”
Martin Sutherland
Independent Non-Executive Chair
52
XPS Pensions Group plc Annual Report and Accounts 2026

Statement of compliance with the UK Corporate Governance Code 2024
In FY 2026, the Company has applied the principles
andcomplied with the provisions of the UK Corporate
Governance Code 2024 excluding Provision 29 which
willapply from FY 2027. The Code is publicly available
atwww.frc.org.uk.
Further information on how the Company has applied the
five overarching categories of the principles can be found
on the following pages:
i. Board leadership and Company purpose:
pages54 to 59;
ii. division of responsibilities: pages 58 and 59;
iii. composition, succession and evaluation:
pages 62 to 64;
iv. audit, risk and internal control: pages 65 to 67,
principal risks and uncertainties: pages 43 to 50; and
v. remuneration: pages 70 to 93.
Board composition
Independence
Non-Executives 67%
Executives 33%
Non-Executive tenure
Less than 3 years 66%
3–6 years 17%
6+ years 17%
Age
41–50 33%
51–60 45%
61+ 22%
Governance at a glance
Board members’ keyskills
• Mergers and acquisitions
• Risk management
• Financial reporting
• Workplace engagement
• Prior FTSE experience
• Pensions industry
• Cyber security
• Technology
• Investor relations
• Marketing
• Corporate governance
• Environmental and
socialsustainability
• Business development
• Operational management
Ethnicity
White 89%
Minority ethnic group 11%
Gender
Female 56%
Male 44%
53
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Board of Directors
The Board is composed of nine members, consisting of the Chair, threeExecutive
Directors and five Independent Non-Executive Directors.
Key strengths
• Delivering growth in services
and consulting businesses
through product innovation,
market diversification and
geographical expansion
• Extensive international
experience at senior
management and directorlevel
Key experience
• Chief Executive Officer of
Reliance Cyber Ltd 2020–2023
• Chief Executive Officer of
DeLaRue plc 2014–2019
• Managing Director of
DeticaLtd2008–2014
• Non-Executive Director of
Alliance Pharmaceuticals Ltd
2023–2025
• Non-Executive Director of
Forterra plc 2017–2026
Current keyappointments
• Chair of Logiq Ltd since 2023
• Advisory Board Member of G3
since 2025
Meetings attended
9/9
Martin Sutherland
Independent
Non-ExecutiveChair
Appointed: September 2025
Appointed to Board:
December 2023
Committee membership
Key strengths
• Experience working for a range
of technology and information
services companies
Key experience
• Senior Independent Director
ofGresham Technologies plc
until 2020
• Non-Executive Director of
Euromoney Institutional
Investor plc until 2023
• Non-Executive Director ofIPSX
until 2023
• Senior Independent
Non-Executive Director of
Fintel plc until 2025
Current keyappointments
• Non-Executive Director of
Grant Thornton UK LLP since
2026, where she was previously
Chair 2021–2026 and Non-
Executive Director 2017–2021
• Chair of Envetec Sustainable
Technologies since 2024,
whereshe was previously
Non-Executive Director
from2022–2024
• Senior Independent Non-
Executive Director ofSThree
plc since 2025, where she was
previously Non-Executive
Director from 2022–2025
• Non-Executive Director of
Control Risks since 2025
Meetings attended
8/9
Imogen Joss
Senior Independent
Non-Executive Director
Appointed: September2024
Appointed to Board:
December 2023
Committee membership
Key strengths
• Chartered accountant with 25+
years of experience in finance,
investor relations, M&A
execution and post-deal
integration
• Snehal is responsible for
finance, investor relations, risk
and sustainability at XPS
Key experience
• Ten years at PwC
• Senior finance roles including
Group Financial Controller,
Head of Investor Relations and
Finance Director for Integration
at Ladbrokes plc 2009–2017
Current keyappointments
• None
Meetings attended
9/9
Snehal Shah
Chief Financial Officer
Appointed: July 2019
Committee membership
Key strengths
• Qualified actuary with 25+
years of experience in the
pensions industry and Scheme
Actuary to a number of large
pensionschemes
• Ben’s key areas of focus include
expansion of services offered
by XPS and overseeing the
development/implementation
of the Group’s technology
andpeople strategies
Key experience
• Eight years at KPMG
• 18 months leading pricing and
deal team at Lucida, a former
bulk annuity provider
Current keyappointments
• None
Meetings attended
9/9
Ben Bramhall
Co-Chief ExecutiveOfficer
Appointed: April 2014
Key strengths
• Qualified actuary with
25+years of experience
inthepensions industry
• Paul’s key areas of focus
include raising the profile of
XPS in the market, generating
new business andthe Group
strategy with regard to M&A
opportunities
Key experience
• Partner at KPMG 2008–2016
• Head of KPMG London
pensions team prior to
joiningXPS
Current keyappointments
• None
Meetings attended
9/9
Paul Cuff
Co-Chief ExecutiveOfficer
Appointed: October 2016
Key strengths
• Chartered accountant
• 30+ years of experience in
financial services including audit,
corporate finance, investment
banking and asset management
Key experience
• Previously a top-rated equity
research analyst covering the
UK general financial services
sector and also founded and
ran a hedge fund investment
management business
• Non-Executive Director of
Gresham House plc until
December 2023, where she
chaired the Audit Committee
Current keyappointments
• Senior Independent Non-
Executive Director of CMC
Markets plc since 2017, where
she chairs the Remuneration
Committee
• Senior Independent
Non-Executive Director of
Marex Group since July 2021
where she chairs the Audit
&Compliance Committee
• Non-Executive Director of
Cityof London Investment
Group plc since 2024, where
she chairs theRemuneration
Committee
Meetings attended
9/9
Sarah Ing
Independent
Non-Executive Director
Appointed: May 2019
Committee membership
54
XPS Pensions Group plc Annual Report and Accounts 2026

Key to Committee membership
Chair
Member
Audit & Risk
Remuneration
Nomination
Sustainability
Margaret Snowdon OBE
Previous Independent
Non-Executive Director
Appointed: January 2017–
March 2026
Committee membership
Key strengths
• 40+ years of experience in the
pensions industry and 12 years
in insurance
Key experience
• Partner and director-level
positions with leading
employee benefit consultancies
• Previous Non-Executive
Director of The Pensions
Regulator
• Appointed an OBE in 2010
andreceived many awards for
her contribution to pensions
• Previous Advisory Board
member of Moneyhub Financial
Technology Limited
Current keyappointments
• Non-Executive member of
Phoenix Group With-Profits
Committee
• Chair of Pension Scams
Industry Group
• Immediate past President of
the Pensions Administration
Standards Association
• Co-Chair of the Investment
Fraud Committee of the All
Party Parliamentary Group on
Investment Fraud and Fairer
Financial Services
Meetings attended
6/7
Key strengths
• Chartered accountant
• Recent and relevant
financialexperience
Key experience
• Qualified with Deloitte
&Touche
• 20+ years at Robert Walters
plc, Group Financial Controller
2002–2007 and Chief Financial
Officer 2007–2023
Current keyappointments
• Non-Executive Director of
Selkirk Group plc
Meetings attended
3/3
Alan Bannatyne
Previous Independent
Non-Executive Chair
Appointed: January 2017–
September 2025
Committee membership
Key strengths
• Experienced pensions expert with
over 30 years’ experience in the
regulated financial services
industry
Key experience
• Chief Executive Officer of
ThePensions Advisory Service
2013–2018
• Non-Executive Director of Just
Group plc, where she chaired
the Remuneration Committee
until 2026
• Non-Executive Director
ofPensionBee Group plc,
where she chaired the Audit
andRisk Committee until 2026
Current keyappointments
• Non-Executive Director of
Sport England, where she has
chaired the Audit, Risk and
Governance Committee
since2023
• Non-Executive Director of
Fidelity Holdings (UK) Ltd
where she has chaired two of
the regulated boards since 2019
• Director and Trustee of the
Lloyds Banking Group Pension
Trustees Ltd since 2019
• Non-Executive Director of
Royal London Mutual Insurance
Society Limited since 2026
Meetings attended
2/2
Michelle Cracknell
Independent
Non-Executive Director
Appointed: March 2026
Committee membership
Key strengths
• Qualified accountant with
extensive financial and strategic
leadership experience in
financial services
Key experience
• Chief Financial Officer of OSB
Group plc 2012–2024
• Senior finance roles at
TheGoldman Sachs Group,
Inc.1994–2010, including CFO
and COO of its Insurance and
Pensions Principalling Business
Current keyappointments
• Non-Executive Director
ofMotability Operations
Groupplc since 2025
Meetings attended
2/2
April Talintyre
Independent
Non-Executive Director
Appointed: March 2026
Committee membership
Key strengths
• Irish qualified actuary with
experience across consulting,
insurance companies and
professional bodies
Key experience
• Head of Life & Health Pricing
UK at Swiss Re until 2020
• Non-Executive Director of
Authora Ireland plcuntil 2025
• Non-Executive Director of
White Horse Insurance Ireland
until 2026
Current keyappointments
• Non-Executive Director of
Aviva Life & Pensions DAC
since 2026
• Non-Executive Director of
State Street Fund Services
(Ireland) since 2021
• Chair of ECCU Assurance
Company since 2023
• Chair of the Irish Auditing
andAccounting Supervisory
Authority since 2024, where
she has served as a Director
since 2020
• Chair of Irish charity MABS
Support CLG since 2021
• Non-Executive Director of
Everest Managing Agency Ltd
since 2025
Meetings attended
8/9
Aisling Kennedy
Independent
Non-Executive Director
Appointed: February 2023
Committee membership
55
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Board and Committee composition and operation
During the year, the Company complied with the Code
provision which requires atleast half of the board,
excluding the Chair, to be independent non-executive
directors. The Board considers that the Chair, Martin
Sutherland, Senior Independent Non-Executive Director,
Imogen Joss, and Non-Executive Directors, Sarah Ing,
Aisling Kennedy, April Talintyre and Michelle Cracknell, are
each independent of management in character,
judgement and opinion and are free from relationships or
circumstances that could affect their judgement. The
Board benefits from the wide experience of its Non-
Executive Directors.
Biographical details of all Board members are given onpages 54
and 55
Board Committees
The Audit & Risk Committee’s role is to assist the Board
indischarging its oversight responsibilities by reviewing
and monitoring the following: the integrity of the financial
information provided to shareholders; the effectiveness
ofthe Company’s system of internal controls and risk
management; the external audit process and auditor;
andthe processes for compliance with laws, regulations
and ethical codes of practice.
Further details are given in the Audit & Risk Committee Report
onpages 65 to 67
The role of the Remuneration Committee is to assist
theBoard to fulfil its responsibility to shareholders to
ensure that the Remuneration Policy and practices of the
Company reward fairly and responsibly, with a clear link
to corporate and individual performance, having regard to
sustainability and statutory and regulatory requirements.
The Committee recommends the policy the Board should
adopt on executive remuneration and, within the terms of
the Directors’ Remuneration Policy approved by shareholders
at the AGM in March 2024, determines and agrees with
the Board the levels of remuneration for each of the
Executive Directors, Executive Committee, Chair and
Company Secretary.
Further details are given in the Remuneration Report on pages 70
to 93
The role of the Nomination Committee is to undertake a
bi-annual review of succession planning for Non-Executive,
Executive and other key roles; and ensure that the
membership, composition and diversity of the Board
andits Committees, including the balance of skills, remain
appropriate. The Committee also reviews the outcome of
the annual Board effectiveness review to determine any
changes required.
Further details are given in the Nomination Committee Report on
pages 62 to 64
The role of the Sustainability Committee is to support the
Board’s oversight responsibilities of the Company’s
environmental, social and governance impact and
initiatives. The Committee oversees practices, reporting
and communication in relation to factors that have a
material impact on business strategy, business
performance and the long-term sustainability of
the Group.
Further details are given in the Sustainability Committee Report
onpages 68 and 69
Written terms of reference for each Committee are
subject to annual review and periodic updating to
reflectany changes in legislation, regulation or best
practice. The terms of reference for the Committees are
available on the Company’s website at www.xpsgroup.com/
investors/corporate-governance/committees/.
The Company complies with the Code provisions
thatasaUK listed company the Remuneration and Audit
committees should comprise at least three independent
non-executive directors and that the nomination
committee should comprise a majority of independent
directors. The Company Chair is not a member of the
Audit & Risk Committee, in compliance with the Code.
Executive Committee
The Co-Chief Executive Officers operate an Executive
Committee to support them in the performance of their
duties, including the development and implementation of
strategy and the day-to-day operational management of
the business. The Committee is made up of the Executive
Directors, Chief Information Officer, Head of Advisory,
Managing Director of Administration, Head of Investment,
Head of Insurance Consulting, General Counsel and
HR Director.
Board operation and meetings
Decisions on operational matters are delegated by the
Board to the Executive Directors, consistent with the
schedule of matters reserved for Board approval. In
advance of scheduled Board meetings, each Director
receives documentation providing updates on Group
strategy, finances, operations and business development.
The Board meets at least seven times a year and at other
times as and when necessary. During the year, all Board
meetings were attended by all Directors, with the
exception of meetings when prior commitments
prevented attendance.
The Board reviews the business strategy for the year
ahead at the beginning of each financial year and receives
strategic updates at each Board meeting. At least once
ayear the Board will hold a strategy session to discuss and
review business strategy in depth. The Directors are
expected to attend all meetings of the Board and any
Committees of which they are members, and to devote
sufficient time to the Company’s affairs to fulfil their duties
as Directors. Non-Executive Directors are each required to
commit to a minimum of 28 days of service per year to the
Company. The Board is satisfied that each Non-Executive
Director commits sufficient time to the Company.
The Non-Executive Directors remain in regular contact
with the Chair, to discuss matters relating to the Company
and ahead of each Board meeting, meet without the
Executive Directors present.
If a Director is unable to attend a meeting, they will
receive Board papers before the meeting and they are
encouraged to submit any comments to the Chair or
Company Secretary to ensure that their views are recorded
and taken into account during the meeting. The Director
will also receive the minutes and matters arising in the
usual way in order to ensure that they are fully informed.
The Board is ultimately responsible for the effectiveness
and monitoring of the Group’s system of internal controls,
supported by the Audit & Risk Committee.
56
XPS Pensions Group plc Annual Report and Accounts 2026

Directors are reminded at the commencement of each
meeting to notify the Board of any conflicts of interest.
Any actual or potential conflicts of Directors with the
interests of the Company that arise must be disclosed
forconsideration and, if appropriate, authorisation by
theBoard in accordance with the Company’s Articles
ofAssociation. The Board may authorise conflicts and
potential conflicts, as long as the potentially conflicted
Director is not counted in the meeting quorum and does
not vote on the resolution to authorise. Directors are
required to notify the Group Chair when a conflict or
potential conflict does arise in order that Board authorisation
can be considered. If the Board determines that a
conflict or potential conflict can be authorised, it may
impose additional conditions on the Director concerned.
A formal induction programme has been developed
andtailored for any new Directors joining the Board.
TheChair, with the support of the Company Secretary,
ensures that the development and ongoing training
needs of individual Directors and the Board as awhole
are reviewed and agreed following the annual
performance evaluation of the Board, its Committees
andindividual Directors.
Directors may seek independent professional advice
atthe Company’s expense where they consider it
appropriate in relation to their duties. All Directors
haveaccess to the advice and services of the
CompanySecretary.
Embedding culture
At XPS, our values are embedded in everything we do.
The Board recognises the importance of its role in
setting the tone and monitoring the Group’s culture,
championing the behaviours we expect to see and
embedding these throughout the Group. The Board
plays an active role inembedding our culture by
engaging directly with employees through CEO
roadshows, the Employee Engagement Group and
engaging with staff survey results.
In addition to the Board, the Executive Committee
upholds our values and ensures that the importance
ofcompliance and integrity is recognised at all levels
throughout the Group. Our Executive Committee
holds“meet ExCo” sessions across different offices
tounderstand the employee voice and feedback to
theBoard. This year, the General Counsel conducted
adesktop review of XPS culture, creating a holistic
view of culture from various sources of feedback from
employees, and the output was discussed with the
Executive Committee. The review did not highlight
anyareas of concern.
Q Q
Q
Q
Why is culture important at XPS?
Martin Sutherland – “Maintaining a good culture
is key to providing good outcomes for our
clients and shareholders. The Board is
dedicated to building an inclusive and open
culture that welcomes the best employees that
are motivated in delivering the best service to
our clients and members.”
How does the Board monitor culture?
Snehal Shah – “This year, XPS launched the new
Speak Up policywhich aims to encourage
employees tospeak up when they are aware of
any misconduct, wrongdoing or unethical
behaviour. Whistleblowing reports alongside
the new Speak Up policy provide the Board with
effective oversight of the culture at XPS.”
Ben Bramhall – “Our ambition is to be the best
place in our industry to work. As Co-CEOs, Paul
and I are responsible for setting the culture and
are heavily involved in driving forward the wide
variety of initiatives to create an environment
where everyone can thrive and be their best –
asthis is ultimately what underpins great client
service and our sustainable growth.”
How are you assured that the desired
culture hasbeen embedded throughout
theorganisation?
Aisling Kennedy – “Attending the Employee
Engagement Group provides valuable insight
into the key concerns, feedback and overall
culture of the wider employee group. The
feedback from this meeting is passed back to the
Board ensuring the employee voice is heard and
understood across all levels of the business.”
Imogen Joss – “The annual staff survey provides
an opportunity for employees to share their
opinions in an anonymous forum. Year on year
XPS continues to receive invaluable feedback
and positive results from the survey. In the 2025
survey, 90% of responses agreed that XPS was
a good place to work.”
What was your initial impression of the
culture at XPS?
Michelle Cracknell – “It has been lovely to
receive such a warm welcome to XPS and I have
enjoyed hearing and seeing the enthusiasm
people have for the work that they do. I am a
great believer in the XPS ethos that clients,
customers and colleagues should all be treated
with the same amount of respect and my initial
impression is this is done as well as said at XPS.”
Q&A – Embedding and monitoring XPS’s culture
57
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Board and Committee composition and operation continued
Board division of responsibilities
Martin Sutherland
Chair
• Leads the Board and manages the effective
leadership and governance of the Board
• Provides direction and focus on business strategy,
performance, value creation andaccountability
• Ensures the Board establishes a strategy that
facilitates the entrepreneurial development of the
Group and promotes the long-term sustainable
success of the Group’s approach
• Ensures clear structure for effective operation of
the Board and its Committees
• Sets Board agenda and ensures sufficient time is
allocated to promote effective debate to support
sound decision making
• Ensures the Board receives precise, timely and
clear information
• Encourages Directors to contribute fully to Board
discussions, ensuring sufficient challenge of
major proposals
• Meets with the Non-Executive Directors
independently of the Executive Directors
• Leads the process for evaluating the
performance and development needs of the
Board, its Committees and individual Directors
• Leads the Board succession planning process
and chairs the Nomination Committee
• Acts as a sounding board for the Co-CEOs on
important business matters
• Ensures the Board sets the risk appetite it is
willing to take in the implementation of strategy
• Ensures effective communication with
shareholders to ensure that the Board
understands their views on governance and
performance against the strategy
• Ensures effective communication with other
keystakeholders
Paul Cuff
Co-Chief Executive Officer
• Paul’s key areas of focus include raising the
profile of XPS in the market, generating new
business and the Group strategy with regard to
M&A opportunities
Ben Bramhall
Co-Chief Executive Officer
• Ben’s key areas of focus include expansion of
services offered by XPS and overseeing the
development/implementation of the Group’s
technology and people strategies
Imogen Joss
Senior Independent Non-Executive Director
• Acts as a sounding board for the Chair andother
Directors
• Leads the annual review of the Chair’s performance
• Leads any Non-Executive Director meetings
without the Chair present
• Acts as an additional point of contact
forshareholders, if they have concerns
thatcontact through the normal channels
havefailed to resolve or for which such contact
isinappropriate
Co-Chief Executive Officers
• The Co-CEOs have worked together for over
20years, having both started their careers as
trainee actuaries at Punter Southall, before
spending many years in the same team at KPMG
• Their long friendship and history of working
together, and their complementary skill sets,
make the Co-CEO arrangement a success
• The Co-CEOs report to the Chair and the Board
and are responsible for jointly leading the Group’s
business and managing it in accordance with the
strategy approved by the Board, the Board’s overall
risk appetite, the Group policies approved by the
Board and its delegated authorities, and all
applicable laws and regulations
• The Co-CEOs, with the support of the CFO,
recommend budgets and forecasts for Board
approval, lead the investor relations programme
and maintain a dialogue with the Chair on
significant business developments and
strategyissues
• Both Co-CEOs have leadership roles on
largeclients
• The Board considers that the Co-CEO structure
works well with clear accountability of roles
between the Executive Directors
58
XPS Pensions Group plc Annual Report and Accounts 2026

Division of responsibilities
The Board is focused on providing entrepreneurial
andsustainable leadership to the Group. It is responsible
for directing and controlling the Group and has overall
authority for the effective and prudent management and
conduct of the Group’s business, strategy and development.
The Board monitors performance and is responsible for
ensuring that appropriate financial and human resources
are in place for the Group to meet its objectives and takes
the lead in setting and embedding the Group’s culture,
values and standards. The Board is also responsible for
ensuring the maintenance of a sound system of internal
control and risk management (including financial, operational
and compliance controls and for reviewing the overall
effectiveness of systems in place), and for the approval of
any changes to the capital, corporate or management
structure of the Group.
There is a formal schedule of matters reserved for Board approval
which is subject to annual review and published on the Company’s
website: www.xpsgroup.com
The matters reserved for the Board include:
• the Group’s long-term objectives, business strategy
andrisk appetite;
• the Company’s policies, culture, values and standards;
• annual strategy setting, budgets and forecasts;
• extension of the Group’s activities into new business
orgeographic areas;
• changes in capital structure and any form of fundraising
or asset securitisation;
• major changes to the corporate structure, including
material acquisitions and disposals;
• interim and annual financial statements and
dividend policy;
• material guarantees, indemnities and letters of comfort;
• the Group’s system of internal control and risk
management;
• contracts which are material strategically or by reason
of size or duration;
• calling of shareholder meetings and related
documentation;
• changes to the membership of the Board and
itsCommittees;
• Remuneration Policy for the Directors and
seniormanagement;
• introduction of new share incentive plans or major
changes to existing plans; and
• the Company’s overall corporate governance
arrangements.
Annual General Meeting
The Company’s Annual General Meeting (AGM) will take
place at 1:00pm on Tuesday 8 September 2026 at the
Group’s Reading office. The AGM notice setting out the
resolutions to be proposed at the meeting and including
explanatory notes, together with this Annual Report and
Accounts, will be available on the Company’s website
(www.xpsgroup.com) and distributed to shareholders
who have elected to receive hard copies of shareholder
information at least 20 working days prior to the date of
the meeting.
Voting at the AGM will be conducted by way of a poll and
the results will be announced through the London Stock
Exchange Regulatory News Service and made available
on the Company’s website. All Board members are expected
to attend the meeting and the Chair of each of the
Board’s Committees will be present to answer any
questions put to them by shareholders.
FY 2026 Board evaluation
During the year, an externally facilitated Board evaluation
was completed with the support of Board Intelligence;
further details of the process and the outcomes can be
found on pages 62 to 63. The Group will continue to
conduct an annual Board evaluation. Externally facilitated
evaluations will be conducted every three years, as
required by the UK Corporate Governance Code.
59
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

60
XPS Pensions Group plc Annual Report and Accounts 2026
Stakeholder engagement
Section 172 Statement
Stakeholder engagement is central to the Group’s strategy and sustainable success. The Board of Directors of the
Company acts in good faith to promote the long-term success of the Company for the benefit of its members as
awhole, taking into account the factors as listed in Section 172 of the Companies Act 2006:
a. the likely consequences of any decision in the
long term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business
relationships with suppliers, customers and others;
d. the impact of the Company’s operations on the
community and the environment;
e. the desirability of the Company maintaining
areputation for high standards of business
conduct; and
f. the need to act fairly as between members
ofthe Company.
Engaging with our stakeholders
Clients Shareholders Government and regulators Employees Suppliers
Communities, charities
andenvironment
Key interests
• Products and services
• Service performance and efficiency
• Competitiveness and value
• Compliance and data protection
• Sustainable products and local
socialvalue
• Data and cyber security
• Financial performance and growth
• Dividends
• Timely and relevant communications
• Sound corporate governance
andstewardship
• Strategy aligned with long-term
sustainability and value creation
• Transparency and accurate reporting
• Proactivity and engagement
inconsultation
• Compliance with regulation
andlegislation
• Fair treatment and protection of
consumers and members
Key interests
• Reward and recognition
• Career opportunities
• Training and development
• Wellbeing
• Equality, inclusion and diversity
• Work-life balance and flexibility
• Meaningful work
• Responsible and sustainable
procurement and ethics
• Fair contract and payment terms
• Cost efficiency and value
• Local and worldwide social and
environmental impact
• Health and safety
• Community and charity support
• Education and financial literacy initiatives
• Climate-related risk management
Engagement strategy
The Company engages with clients
through key contacts who work day to
day with the clients. We also complete
client satisfaction surveys every two
years, and the Board reviews the results.
We hold conferences, webinars and
training exercises for clients throughout
the year, of which we see a
fantastic uptake.
We held an XPS drinks reception during
the year, which all clients, prospective
clients and Board members were invited
to attend.
Ben Bramhall (Co-CEO) is Scheme
Actuary for some of our largest clients,
and Paul Cuff (Co-CEO) also works on
client corporate advisory projects from
time to time.
We engage with our shareholders in
various ways including financial results
roadshows and regular meetings with
analysts, investors and potential investors.
The Investors section of the XPS website
is updated throughout the year, to include
useful information for our shareholders.
The Board attends the Annual General
Meeting and is available to answer
shareholder questions.
Following appointment as Chair, Martin
Sutherland offered introductory meetings
to the Group’s largest shareholders.
Imogen Joss, Remuneration Committee
Chair, engaged with the Group’s ten
largest shareholders in relation to the
Directors’ Remuneration Policy during the
year, ahead of shareholder approval being
sought at the 2026 AGM.
The Company works with the regulators
by responding to requests and
consultations, submitting returns and
attending industry meetings.
The FCA Consumer Duty has continued
to be an area of focus for the Board this
year. Aisling Kennedy (Consumer Duty
Champion) has engaged with the relevant
teams and subsidiary boards to oversee
the Group’s compliance with Consumer
Duty regulation and completion of our
second Consumer Duty report.
The Board considered and responded to
the Government’s cyber security letter
during the year.
Engagement strategy
Aisling Kennedy is appointed as the
Designated Employee Engagement
Non-Executive Director and Chair of the
Employee Engagement Group (EEG);
sheupdates the Board after each
EEG meeting.
Employees complete an annual employee
survey, the results of which are analysed
in detail and shared with the Board, and
an action plan is agreed.
An external and anonymous
whistleblowing hotline is available to
employees 24/7 and all reports are
reported to the Board.
Our executive team communicates regularly
with employees, through weekly Co-CEO
voice memos and regular Executive
Committee visits and Q&A sessions
across our offices. The Co-CEOs often
feed back to the Board following
engagement.
The Group has a Procurement team and
an external company which engages with
and carries out due diligence on its
suppliers.
We conduct formal and transparent
tender processes when required. An
annual review of existing suppliers, which
provide services that are deemed as
higher risk (i.e. process large amounts of
our data or have access to our offices), is
completed in addition to quarterly
performance reviews with key suppliers,
and the Board is made aware of any
concerns in relation to supplier
performance or agreements.
Our Supplier Code of Conduct
communicates what we expect from our
suppliers. The Board annually approves
the XPS Modern Slavery Statement.
The Sustainability Committee is a Committee
of the Board, and the majority of
members are Board members. The
Committee Chair updates the Board
following each meeting. You can read the
Committee report on pages 68 and 69.
XPS is excellently positioned to ensure
our positive impact is wider than the
Group itself as we advise our clients on
sustainable investments; you can read
about this on pages 24 and 25.
You canread the Group’s Task Force on
Climate-related Financial Disclosures
(TCFD) Report on pages 29 to 35, and
ourcommitment to net zero on pages 27
to 35. You can also read about our
community support on pages 22 and 23.
Outcomes
• We continued to invest in and develop
our platform, including investing in AI,
to continue to improve the service
provided to our clients.
• We continued the evolution of our
services to meet the changing needs
ofour clients.
• We continued to win new client
mandates including our largest ever
public sector client, the Metropolitan
Police, a scheme with 80,000 members.
• We strengthened our governance
through the recruitment of two
Independent Non-Executive Directors
and an externally facilitated
Boardevaluation.
• Our proposed Directors’ Remuneration
Policy 2026 will be tabled for
shareholder approval at the upcoming
AGM, incorporating shareholder views.
• We are proposing a full year dividend
of 13.2p, an 11% increase on FY 2025.
• The Board has agreed to sign up to the
Government’s cyber resilience pledge.
• We contributed to key public
consultations including in relation to
the new Stewardship Code and FCA
consultation of ESG ratings.
• We achieved 100% completion of our
mandatory employee training
programme again this year, with topics
covering ethics, modern slavery,
anti-bribery and market abuse.
Outcomes
• We achieved an employee Net
Promoter Score of +32.
• 90% of employees said XPS is a great
place to work.
• Women in senior management roles
increased to 39%.
• We launched our Speak Up policy,
encouraging employees to raise
concerns about behaviours or practices
that do not align with our values.
• We launched our “For All Of You”
Employee Value Proposition; you can
read about this on page 19.
• The Group’s average payment days
were 26 days in H2 2026; in the same
period, the percentage of payments
made to suppliers within 60 days was
97%. We remain committed to fair
payment practices.
• We updated our Supplier Code of
Conduct, which sets out the behaviours
we expect from suppliers,
strengthening provisions relating to
environmental sustainability and
diversity, equality and inclusion.
• We made in excess of £84k of
charitable donations.
• We supported 77 charities,
includingour main charity partner,
Cancer Research.
• We received external validation of
ournear-term net zero objectives from
the Science Based Targets initiative.
• We reduced our carbon revenue
intensity by 23% for Scope 1, 2 and 3
emissions.

61
XPS Pensions Group plc Annual Report and Accounts 2026
Governance
Clients Shareholders Government and regulators Employees Suppliers
Communities, charities
andenvironment
Key interests
• Products and services
• Service performance and efficiency
• Competitiveness and value
• Compliance and data protection
• Sustainable products and local
socialvalue
• Data and cyber security
• Financial performance and growth
• Dividends
• Timely and relevant communications
• Sound corporate governance
andstewardship
• Strategy aligned with long-term
sustainability and value creation
• Transparency and accurate reporting
• Proactivity and engagement
inconsultation
• Compliance with regulation
andlegislation
• Fair treatment and protection of
consumers and members
Key interests
• Reward and recognition
• Career opportunities
• Training and development
• Wellbeing
• Equality, inclusion and diversity
• Work-life balance and flexibility
• Meaningful work
• Responsible and sustainable
procurement and ethics
• Fair contract and payment terms
• Cost efficiency and value
• Local and worldwide social and
environmental impact
• Health and safety
• Community and charity support
• Education and financial literacy initiatives
• Climate-related risk management
Engagement strategy
The Company engages with clients
through key contacts who work day to
day with the clients. We also complete
client satisfaction surveys every two
years, and the Board reviews the results.
We hold conferences, webinars and
training exercises for clients throughout
the year, of which we see a
fantastic uptake.
We held an XPS drinks reception during
the year, which all clients, prospective
clients and Board members were invited
to attend.
Ben Bramhall (Co-CEO) is Scheme
Actuary for some of our largest clients,
and Paul Cuff (Co-CEO) also works on
client corporate advisory projects from
time to time.
We engage with our shareholders in
various ways including financial results
roadshows and regular meetings with
analysts, investors and potential investors.
The Investors section of the XPS website
is updated throughout the year, to include
useful information for our shareholders.
The Board attends the Annual General
Meeting and is available to answer
shareholder questions.
Following appointment as Chair, Martin
Sutherland offered introductory meetings
to the Group’s largest shareholders.
Imogen Joss, Remuneration Committee
Chair, engaged with the Group’s ten
largest shareholders in relation to the
Directors’ Remuneration Policy during the
year, ahead of shareholder approval being
sought at the 2026 AGM.
The Company works with the regulators
by responding to requests and
consultations, submitting returns and
attending industry meetings.
The FCA Consumer Duty has continued
to be an area of focus for the Board this
year. Aisling Kennedy (Consumer Duty
Champion) has engaged with the relevant
teams and subsidiary boards to oversee
the Group’s compliance with Consumer
Duty regulation and completion of our
second Consumer Duty report.
The Board considered and responded to
the Government’s cyber security letter
during the year.
Engagement strategy
Aisling Kennedy is appointed as the
Designated Employee Engagement
Non-Executive Director and Chair of the
Employee Engagement Group (EEG);
sheupdates the Board after each
EEG meeting.
Employees complete an annual employee
survey, the results of which are analysed
in detail and shared with the Board, and
an action plan is agreed.
An external and anonymous
whistleblowing hotline is available to
employees 24/7 and all reports are
reported to the Board.
Our executive team communicates regularly
with employees, through weekly Co-CEO
voice memos and regular Executive
Committee visits and Q&A sessions
across our offices. The Co-CEOs often
feed back to the Board following
engagement.
The Group has a Procurement team and
an external company which engages with
and carries out due diligence on its
suppliers.
We conduct formal and transparent
tender processes when required. An
annual review of existing suppliers, which
provide services that are deemed as
higher risk (i.e. process large amounts of
our data or have access to our offices), is
completed in addition to quarterly
performance reviews with key suppliers,
and the Board is made aware of any
concerns in relation to supplier
performance or agreements.
Our Supplier Code of Conduct
communicates what we expect from our
suppliers. The Board annually approves
the XPS Modern Slavery Statement.
The Sustainability Committee is a Committee
of the Board, and the majority of
members are Board members. The
Committee Chair updates the Board
following each meeting. You can read the
Committee report on pages 68 and 69.
XPS is excellently positioned to ensure
our positive impact is wider than the
Group itself as we advise our clients on
sustainable investments; you can read
about this on pages 24 and 25.
You canread the Group’s Task Force on
Climate-related Financial Disclosures
(TCFD) Report on pages 29 to 35, and
ourcommitment to net zero on pages 27
to 35. You can also read about our
community support on pages 22 and 23.
Outcomes
• We continued to invest in and develop
our platform, including investing in AI,
to continue to improve the service
provided to our clients.
• We continued the evolution of our
services to meet the changing needs
ofour clients.
• We continued to win new client
mandates including our largest ever
public sector client, the Metropolitan
Police, a scheme with 80,000 members.
• We strengthened our governance
through the recruitment of two
Independent Non-Executive Directors
and an externally facilitated
Boardevaluation.
• Our proposed Directors’ Remuneration
Policy 2026 will be tabled for
shareholder approval at the upcoming
AGM, incorporating shareholder views.
• We are proposing a full year dividend
of 13.2p, an 11% increase on FY 2025.
• The Board has agreed to sign up to the
Government’s cyber resilience pledge.
• We contributed to key public
consultations including in relation to
the new Stewardship Code and FCA
consultation of ESG ratings.
• We achieved 100% completion of our
mandatory employee training
programme again this year, with topics
covering ethics, modern slavery,
anti-bribery and market abuse.
Outcomes
• We achieved an employee Net
Promoter Score of +32.
• 90% of employees said XPS is a great
place to work.
• Women in senior management roles
increased to 39%.
• We launched our Speak Up policy,
encouraging employees to raise
concerns about behaviours or practices
that do not align with our values.
• We launched our “For All Of You”
Employee Value Proposition; you can
read about this on page 19.
• The Group’s average payment days
were 26 days in H2 2026; in the same
period, the percentage of payments
made to suppliers within 60 days was
97%. We remain committed to fair
payment practices.
• We updated our Supplier Code of
Conduct, which sets out the behaviours
we expect from suppliers,
strengthening provisions relating to
environmental sustainability and
diversity, equality and inclusion.
• We made in excess of £84k of
charitable donations.
• We supported 77 charities,
includingour main charity partner,
Cancer Research.
• We received external validation of
ournear-term net zero objectives from
the Science Based Targets initiative.
• We reduced our carbon revenue
intensity by 23% for Scope 1, 2 and 3
emissions.
The Company’s purpose, values and culture are established by the Board and
embedded throughout theGroup and key decisions made. The Board is careful
to consider the interests and priorities of stakeholders and the consequences the
decisions may have. The Board recognises that stakeholders have differing interests
and gives careful consideration to balancing the views of all stakeholder groups.

Nomination Committee
This year the Committee supported the Board through thesuccession of the Chair
and the appointment oftwoNon-Executive Directors.
Shaping leadership for the future
Dear Shareholder,
I am pleased to present the report of the Nomination
Committee for the year ended 31 March 2026. The
Committee met three times during FY 2026 and all
meetings were attended by all members of the Committee.
The Committee intends to continue to meet at least twice
annually with additional meetings as required. The
members of the Committee are Sarah Ing, Aisling
Kennedy, Imogen Joss, April Talintyre, Michelle Cracknell
and myself as Chair.
The Nomination Committee supports the Board in
determining the composition and make-up of the Board,
including its skills, knowledge, experience and diversity.
Itis responsible for developing and maintaining a formal,
rigorous and transparent procedure for identifying
appropriate candidates for Board appointments and
making recommendations to the Board. The Committee
reviews the outcome of the annual Board effectiveness
review to determine if any changes are required.
The Committee is also responsible for keeping under
review the leadership needs of the Group, including
Executive, Non-Executive and senior management roles,
ensuring that succession planning focuses on the
continued ability of the Group to deliver its strategic
goals and compete effectively. The terms of reference
ofthe Committee are reviewed annually and available
onthe Company’s website, www.xpsgroup.com.
Committee membership Attendance
Chair
Alan Bannatyne (Chair until September 2025) 2/2
Martin Sutherland (appointed September 2025) 3/3
Members
Margaret Snowdon OBE (resigned March 2026) 3/3
Sarah Ing 3/3
Aisling Kennedy 3/3
Imogen Joss 3/3
April Talintyre (appointed March 2026) 0/0
Michelle Cracknell (appointed March 2026) 0/0
This year has marked an important period of transition
and renewal for the Board, with new appointments
enhancing the breadth of experience and diversity
ofthought that underpin effective governance.”
Martin Sutherland
Chair of the Nomination Committee
Chair succession and Non-Executive
Directorappointment
In September, Alan Bannatyne retired as Chair of the
Group after almost nine years’ tenure as a Director. On
behalf of the Board, I would like to thank Alan for his
contribution to XPS since listing in 2017. The Nomination
Committee led by Senior Independent Director Imogen Joss
reviewed the skills and experience required for the role
and identified myself as Alan’s successor.
In January 2026 Margaret Snowdon OBE also reached
nine years’ tenure on the Board and stepped down from
the Board in March 2026. Prior to Margaret stepping
downfrom the Board, the Nomination Committee and
Ireviewed the size, composition and skill set of the Board,
and agreed to recruit an additional two Non-Executive
Directors. The Nomination Committee worked with
Russell Reynolds, who have no other connection to XPS,
and appointed April Talintyre and Michelle Cracknell in
March 2026. April and Michelle bring extensive experience
in the financial services and pensions and insurance
sectors. We are delighted to welcome April and Michelle
to our Board and believe their skill sets complement the
experience of the other members of the Board well.
The Committee is satisfied that the Board and its
Committees have the right balance of skills, experience,
independence and knowledge required.
Board evaluation
In 2026, the Board completed an externally facilitated
evaluation with the support of Board Intelligence, an
accredited board performance reviewer recognised by
the Chartered Governance Institute UK & Ireland. Board
Intelligence has no connections to the Company or
Directors other than providing board portal software; the
Board evaluation formed 86% of Board Intelligence’s fees
during the year. The Group Company Secretary, Sarah
Rixon, was responsible for providing the external reviewer
with the necessary access and support, and the Group
Chair, Martin Sutherland, was the Board member
identified as the reviewer’s independent escalation point.
The process included a review of governance materials
including Board and Audit & Risk Committee papers,
questionnaires completed by directors, individual director
interviews and a review of previous evaluation actions.
62
XPS Pensions Group plc Annual Report and Accounts 2026

Chair succession and Non-Executive Director
appointment process
• In line with succession planning, the Nomination
Committee identified that Alan Bannatyne and
Margaret Snowdon OBE would reach nine years’
tenure in January 2026.
• The Nomination Committee commenced a search
for potential successors to the Senior Independent
Director and Chair; the search was supported by
Russell Reynolds Associates.
• Martin Sutherland and Imogen Joss were appointed
to the Board as Independent Non-Executive
Directors, and as potential successors to the
tworoles, in December 2023.
• The Committee determined that it would be
goodgovernance to ensure that the Group’s
SeniorIndependent Director and Chair did notleave
the business at the same time, and as such
appointed Imogen Joss as Senior Independent
Director in September 2024, with Margaret Snowdon
OBE remaining as a valued independent
Board member.
• Imogen Joss led the Nomination Committee
throughout the Chair succession process.
• The Committee considered the desired criteria
forthe Chair role and confirmed that Martin Sutherland
satisfied this criteria and would be the right
candidate to take on the role.
• The Nomination Committee made a recommendation
to the Board that Martin Sutherland be appointed
as Independent Non-Executive Chair of the Group.
The Board approved the recommendation.
• Martin Sutherland succeeded Alan Bannatyne
asChair following the Annual General Meeting on
4September 2025.
• A further recruitment process supported by
RussellReynolds followed, with two Independent
Non-Executive Directors, April Talintyre and
Michelle Cracknell, appointed to the Board in
March 2026.
The review was targeted to focus on the Board and Audit
& Risk Committee, with a lighter touch approach taken to
the evaluation of the Nomination and Remuneration
Committees. The outcome of the evaluation was reported
to the Board at the May 2026 Board meeting, by Board
Intelligence. The Board were encouraged by the positive
outcome and the review and agreed improvement areas,
which will be reviewed periodically throughout the year,
as follows:
• stronger focus on future strategy and external change
including AI;
• better use of information to support the Board’s
decision making and judgement; and
• building an organisation fit for the next phase
of growth.
You can read about the progress made against the focus
areas of our FY 2025 internally facilitated board
evaluation in the table on page 64.
Succession planning
During the year, the Nomination Committee reviewed
detailed succession plans covering the roles considered
key to the business, including those of the Executive
Directors, the Non-Executive Directors and the Executive
Committee. During the year, the Group developed a
Future Leaders Programme, a two-year programme
supported by a business school to support the development
of talent and the potential future leaders of the Group.
The Committee will continue to review succession plans
at least twice annually.
Induction programme and training
A formal tailored induction for Non-Executive Directors
isin place supported by a programme of training to
further their knowledge of the Group, its business,
culture, operations, employees and governance and
toensure awareness of their regulatory duties and
obligations as Directors of a UK listed company.
Diversity, equality and inclusion
I am pleased to confirm that XPS continues to comply
with the requirements of the FCA’s diversity listing rules
in relation to the composition of the Board, with over 40%
female representation (56%), one senior Board position
held by a female and one Board member to be from an
ethnic minority background. Whilst we recognise that
XPS has further progress to make in relation to the diversity
of our Board and executive management, we are pleased
to have made progress in recent years, in particular
reaching above 50% female representation at Board level,
and continue reporting compliance with the listing rules.
The Company acknowledges that there remains a gender
pay gap within the business which reflects a higher
proportion of males in higher-paid roles than females.
Whilst this is partly a challenge of the UK industry in
which XPS operates, within a male-dominated actuarial
profession, the Board believes it has a responsibility to
promote change within both XPS and the industry
moregenerally.
The Board believes that no individual should be
discriminated against, whether for reasons of gender,
ethnicity or other grounds that restrict social inclusion,
and this extends to Board appointments, which it considers
should be made on merit and on the basis of ensuring an
appropriate balance of skills and experience within the
Board. The Board recognises that greater diversity, in the
widest sense of diversity of race, social mobility,
experience and approach, can generate a more diverse
perspective on issues which, in turn, has the ability to
benefit Board effectiveness through improved
discussions and better decisions.
You can read more about the Group’s I&D strategy and
commitment to further progress on page 20 of our
Sustainability Report.
Martin Sutherland
Chair of the Nomination Committee
17 June 2026
63
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

FY 2025 Board evaluation outcomes and progress
The FY 2025 internally facilitated evaluation identified the following areas for improvement; progress is reported
as follows:
Outcomes from the FY 2025 evaluation Improvements made
The incoming Chair to focus on ensuring that emphasis is
on the right KPIs and issues at Board meetings.
The Board’s agenda has been restructured with a greater
focus on updates from the business line heads, including
improved management information.
The Chair and Company Secretary to revisit the
Non-Executive Director induction and ongoing training
plan to ensure this represents the Group’s diversification.
A refreshed induction plan was rolled out by the
Company Secretary and Chair for the induction of the
two new Non-Executive Directors.
The Nomination Committee to focus on improved
succession planning for Executive and key roles,
including the development of future leaders of the Group.
XPS has developed the Future Leaders Programme
fora diverse group of 15 participants from across the
Company’s business lines and central functions. This is
atwo-year programme, facilitated by a business school
and coaching firm, to support the development of the
Group’s potential future leaders.
Board and Executive Committee diversity disclosures
Table 1. Reporting table on sex/gender representation as at 31 March 2026
Number of
Board
members
Percentage
of the
Board
Number
of senior
positions
on the Board
(CEO, CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 44% 4 8 80%
Women 5 56% 1 2 20%
Not specified/prefer not to say — — — — —
Table 2. Reporting table on ethnicity representation as at 31 March 2026
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the Board
(CEO, CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White (including minority White groups) 8 89% 4 9 90%
Mixed/multiple ethnic groups — — — — —
Asian/Asian British 1 11% 1 1 10%
Black/African/Caribbean/Black British — — — — —
Other ethnic group, including Arab — — — — —
Not specified/prefer not to say — — — — —
Nomination Committee continued
64
XPS Pensions Group plc Annual Report and Accounts 2026

Audit & Risk Committee
The Audit & Risk Committee continues to provide independent oversight of the Group’s
financial reporting procedures, risk management and internal control framework.
Dear Shareholder,
I am pleased to present the report of the Audit &
RiskCommittee for the year ended 31 March 2026. The
Committee met four times during FY 2026 and intends
tocontinue to meet at least three times annually. All meetings
were attended by all members of theCommittee.
Membership of the Committee
The members of the Committee are Aisling Kennedy,
Imogen Joss, April Talintyre, Michelle Cracknell and
myself as Chair. The Board is satisfied that the Audit &
Risk Committee as a whole has competence relevant to
the sector in which the Company operates and that I have
recent relevant financial experience as can be seen in our
biographies included on pages 54 and 55 of the
Annual Report.
The Executive Directors are invited to each meeting as
well as the Company’s Non-Executive Chair, Chief
Information Officer, Head of Risk, General Counsel, Head
of Compliance, Financial Controller, and other members
of the management team as the agenda dictates.
The Committee’s performance evaluation was conducted
as part of the wider Board evaluation; you can read about
this on pages 62 and 63.
Delivering independent oversight
Committee membership Attendance
Chair
Sarah Ing 4/4
Members
Aisling Kennedy 4/4
Imogen Joss 4/4
April Talintyre (appointed March 2026) 0/0
Michelle Cracknell (appointed March 2026) 0/0
Martin Sutherland (resigned from Committee
September 2025) 2/2
Margaret Snowdon OBE (resigned March 2026) 4/4
Refreshing our internal control framework
whilst navigating risk and enabling growth
has been the Committee’s focus this year.”
Sarah Ing
Chair of the Audit & Risk Committee
Auditor
The Committee is responsible for making an assessment
on the independence of the Company’s auditor, BDO LLP.
In addition, the auditor has internal processes to ensure
that independence is maintained. The Committee will
review the level of audit fees and non-audit fees on an
ongoing basis. See note 4 to the financial statements
on page 121.
The Committee has reviewed the approach to the annual
audit at a meeting that the auditor attended ahead of
thestart of fieldwork. The auditor then attended further
Committee meetings part way through and at the
completion stage of the audit to present its findings.
There is an open line of communication between the
Chair of the Audit & Risk Committee and the audit
engagement partner, and a closed session between the
Audit & Risk Committee and the audit partner is held at
the beginning of each Committee meeting, without the
Executive Directors and management team present.
The audit partner is also invited to attend the Committee
meetings for the duration of the meeting. The Committee
assessed the effectiveness of the external audit process
by obtaining feedback from parties involved in the
process, including management and the external auditor.
The Company complies with the provisions of the
Competition and Markets Authority’s Statutory Audit
Services Order 2014.
Based on this feedback and its own ongoing assessment,
the Committee remains satisfied with the efficiency and
effectiveness of the audit.
The Committee is responsible for making recommendations
to the Board regarding the appointment of its external
auditor and its remuneration. BDO LLP has been the
Group’s auditor since 2014. In FY 2025 the Committee
conducted a competitive tender process in which the
Committee decided to retain BDO LLP as the Group’s
external auditor.
The Group audit partner is required to rotate after
amaximum of five years; the current audit partner,
TimNeathercoat, was appointed for the March 2026 audit
as the first year as the Group Audit Partner, and therefore
must be succeeded following the FY 2030 audit.
65
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Internal Audit
The Internal Audit function is provided using a
co-sourcing agreement, with PwC reappointed in
2020after a retender as it had been in place since 2017.
Itoffers independent oversight of operational and risk
management activities, with audit reports and relevant
findings presented to the Committee. This year it focused
on the controls in place when developing automated
system calculations and operational controls in the
Administration business.
The Internal Audit programme is integrated with the
existing framework of internal and external assurance
activities, e.g. ISO 27001, CE+, AAF 01/20 and IFoA QAS,
which are carried out or facilitated by the Risk and
Compliance teams. These activities focus on the design
and effectiveness of internal controls for key processes.
The Committee maintained oversight of the effectiveness
of internal audit during the year, through review of the
internal audit plan, audit findings, management’s response
to recommendations and progress against the approved
internal audit programme and recommendations. The
Committee also considered the role of internal audit in
supporting the Board’s assessment of the effectiveness
of the Group’s risk management and internal control
framework under Provision 29 of the UK Corporate
Governance Code, ahead of the attestation required
in FY 2027.
Annual Report review
A final draft of the Annual Report is reviewed by the
Committee prior to consideration by the Board and the
Committee considered whether the 2026 Annual Report
was fair, balanced and understandable and whether it
provided the necessary information for shareholders to
assess the Group’s position and performance, business
model and strategy.
The Committee was satisfied that, taken as a whole, the
Annual Report is fair, balanced and understandable and
provides the necessary information.
Risk management and internal control
The existing risk management and internal control
framework deployed across the Group continues to
bedeveloped and enhanced to ensure it manages
existing and emerging risks to the XPS Group.
Effective communication of risk appetites and key
controls is supported by clear direction from executive
management, which drives a strong risk culture and
active engagement from staff.
The framework supports a standardised risk management
approach across all businesses and support functions in
the Group, enabling clear and consistent reporting. This
includes a clear articulation of the key controls required
to ensure risks are managed within their stated appetites.
Significant accounting matters considered during the year
Matters considered
Depending on the income stream and the nature of the
engagement, the Group recognises revenue on either
time cost incurred, fixed fee or rateably over the period
of providing the relevant services. Billing is mainly in
arrears and occurs monthly or quarterly. A judgement is
made regarding the valuation of contract assets – accrued
income with the unbilled element of advisory and
administration services.
Action
The Committee reviewed the approach to revenue
recognition including the process for accrued and
deferred revenue. The Committee receives regular
updates on ageing of accrued revenue and trade
receivables. The Committee has also considered the
conclusions reached by BDO LLP as part of its audit of
this area and is satisfied that management has adopted
appropriate processes and controls over revenue
recognition, accrued revenue and trade receivables.
Revenue recognition, accrued income and trade receivables
Matters considered
The Group classifies certain items in the income
statement as exceptional/non-trading to allow a clearer
understanding of the underlying trading performance of
the business.
Exceptional and non-trading items in the year totalled
£25.4 million (FY 2025: £18.7 million). For more details
see note 5 to the financial statements on page 122.
Action
As part of its assessment that the treatment
ofexceptional/non-trading items in the financial
statements is appropriate, and consistent with the
Group’s accounting policies and with the guidance
issued by the FRC, the Committee has considered each
of the items treated as exceptional/non-trading and
challenged, where necessary, the treatment adopted
bymanagement. The Committee has also considered
the conclusions reached by BDO LLP as part of its audit
in this area and is satisfied.
Presentation and disclosure of exceptional and non-trading items
Audit & Risk Committee continued
66
XPS Pensions Group plc Annual Report and Accounts 2026

The use of a common approach for all risk types covers
the full spectrum of the Group’s activities and supports
the achievement of the organisation’s objectives. The
framework also highlights key processes and controls,
supporting their regular review, with amendments made
as required to reflect the findings of these reviews. All
review findings are recorded centrally to ensure identified
improvements are implemented consistently across the
Group. Executive management is provided with regular
updates on the Group’s overall risk profile and actions
required to keep within appetite. This is supported by a
rolling programme of deep dives on specific risks by the
Risk Management Committee. These meetings are held
on a regular basis and support the Audit & Risk
Committee to ensure that the risk management and
internal control framework meets the needs of the
Group’s stakeholders.
The Risk function supports all businesses within the
Group, ensuring that best practice is applied consistently.
The team is also responsible for co-ordinating the existing
assurance frameworks across the Group, to ensure all risks
and controls are considered and assessed appropriately.
These assurance activities include certifications to ISO
14001 and ISO 27001, AAF 01/20, IIP and the IoA Quality
Assurance Scheme (QAS). In addition to these, the Group
has also maintained accreditation against the PASA
pensions administration standard.
The Audit & Risk Committee regularly reviews the wider
internal control processes as part of its meeting cycle.
The Committee enlists external support from specialist
advisers to support these reviews when appropriate.
To recognise the importance of operational resilience and
protection of Group and client assets from cyber risks,
the Committee considers this as a standing item at each
meeting. This includes the performance of key controls
and the independent assurance frameworks in place.
Corporate Governance Code 2024 Provision 29
During the year, the Board has overseen the Group’s
ongoing preparations for compliance with Provision 29
ofthe 2024 UK Corporate Governance Code, which will
require the Directors to provide a declaration on the
effectiveness of the Group’s material controls in the
FY2027 Annual Report and Accounts. Supported by
management and the Committee, the Board has continued
to review and enhance the Group’s existing risk
management and internal control framework, including
work to identify material controls and related assurance
activities. This work will continue during FY 2027 ahead
of the first mandatory declaration.
Whistleblowing
The Group has a clear, formalised whistleblowing policy
and procedure available to all staff in order to raise
concerns about perceived wrongdoing, non-compliance
with our own standards, regulatory requirements and/or
the law. We have a confidential helpline, run by a third
party, Mitratech, in order that staff can report any concerns
or perceived shortcomings within our operations without
fear of sanction or disadvantage. The helpline is
promoted through the intranet and posters.
Incidents are initially reviewed by the Group’s General
Counsel and HR directer before they are reported and
then reviewed by the Board atthe next scheduled
meeting, or sooner if required. The Group’s Audit & Risk
Committee reviews the policy and process annually to
ensure they remain fit for purpose.
Sarah Ing
Chair of the Audit & Risk Committee
17 June 2026
67
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Sustainability Committee
Building resilience through sustainability
In FY 2026, XPS continued to drive its “shaping a better future” strategy. Embedding
sustainability into decision making supports the Group’s purpose: delivering safe,
robust pension schemes for people and society. Our approach prioritises issues
that impact long-term value, working collaboratively with clients, members,
communities andthe environment to create positive, measurable outcomes.
Dear Shareholder,
It is my pleasure to present the report of the Sustainability
Committee (the “Committee”) for the year ended
31March 2026. The Committee met four times during
theyear, above the intention of at least twice ayear,
withall meetings well attended.
The Committee continues to oversee the implementation
of XPS’s sustainability strategy, with consideration given
to the perspectives of all key internal and external
stakeholders, ensuring alignment with the Group’s
business objectives and purpose. This includes the
management of risks and opportunities arising from
material sustainability issues, recognising their
importance in driving long-term business resilience.
The membership of the Committee
The membership of the Committee during the year
wasunchanged: Imogen Joss (Senior Independent
Non-Executive Director), Sarah Ing (Independent
Non-Executive Director), Snehal Shah (CFO), Charlotte
West (Head of Employee Engagement), Adrian Davison
(Head of Risk), Alex Quant (Head of ESG for the
Investment business) and myself as Chair.
Committee membership Attendance
Chair
Aisling Kennedy 4/4
Members
Imogen Joss 4/4
Sarah Ing 4/4
Snehal Shah 4/4
Charlotte West 3/4
Adrian Davison 2/4
Alex Quant 3/4
During the year, the Committee focused on
thematerial sustainability issues as they relate to the
corporate strategy. By managing risks and opportunities
and evolving engagement with stakeholders, we continue
to ensure that sustainability drives long-term value
creation for the Group and its stakeholders.”
Aisling Kennedy
Chair of the Sustainability Committee
The Committee’s unchanged composition from last year
has provided stability and focus as sustainability policy
and stakeholder expectations continue to evolve inthe
United Kingdom.
The Committee was also pleased to welcome Ben Bramhall
(Co-CEO), Paul Cuff (Co-CEO), Alan Bannatyne (former
Independent Non-Executive Chair), Martin Sutherland
(Independent Non-Executive Chair), AprilTalintyre
(Non-Executive Director) and Michelle Cracknell
(Non-Executive Director) to a number of
Committee meetings.
The focus of the Committee
In FY 2026, the Committee oversaw the ongoing roll-out
ofthe Group’s sustainability strategy to contribute to
long-term business resilience. In addition, the Committee
continued to monitor performance against the Group’s
sustainability strategy, the Group’s responsiveness to
evolving sustainability expectations and an emerging
internal focus on diversity:
1. Monitoring performance on sustainability priorities
The Committee tracked progress against the Group’s
sustainability pillars through the sustainability dashboard,
which measures key metrics quarterly. This year, the
dashboard incorporated new metrics, such as sustainable
fund inclusion in manager selection, reflecting the Group’s
commitment to integrating sustainability into decision
making. We were pleased to see a doubling of ISO 14001
certification on the way to all sites. Achieving SBTi
validation marked a significant milestone in the Group’s
journey towards net zero, reflecting its commitment to
aligning emissions reduction targets with globally recognised
climate science and strengthening its long-term resilience
in the face of climate-related risks.
68
XPS Pensions Group plc Annual Report and Accounts 2026

2. Evaluating the maturing sustainability landscape
The Committee kept abreast of regulatory and market
developments, including updates on the UK’s Sustainability
Reporting Requirements, the EU’s Corporate Sustainability
Reporting Directive and the transition to the new Stewardship
Code in 2026. The Committee also monitored shifts in
market sentiment around sustainability, particularly in
capital markets, to ensure the Group’s strategy remains
aligned with stakeholder expectations.
3. Focusing on diversity and inclusion
Recognising the importance of diversity in driving
employee engagement and business success, it was a
significant focus for the Committee during the year. The
Committee was pleased to welcome Zoe Adlam, General
Counsel, on two occasions to discuss this issue. The
Committee also reviewed data to better understand the
impact of recruitment and promotion processes on
diversity, ensuring that progress in this area underpins
XPS’s long-term resilience and stakeholder trust.
Looking ahead
Going forward into FY 2027, the focus of the Group’s
sustainability framework is:
• regularly assessing the Group’s performance against
material sustainability key performance indicators;
• developing new approaches to help engage both
internal and external stakeholders in our sustainability
ambitions; and
• monitoring both domestic and international sentiment
to ensure the Group is appropriately positioned to leverage
opportunities arising from evolving ESG sentiment.
I want to thank the members and attendees of the
Sustainability Committee for their contributions this year.
It has been inspiring to see the Committee strengthen
XPS’s focus on long-term resilience, embedding sustainability
into our business strategy and continuing this important
work as we shape abetter future together.
The terms of reference of the Committee are reviewed
annually and are available on the Company’s website,
www.xpsgroup.com.
Aisling Kennedy
Chair of the Sustainability Committee
17 June 2026
Board of Directors
Snehal Shah
Chief Financial
Officer
Executive sponsor
for sustainability,
responsible for
representing
investor views
Charlotte West
Head of
Employee
Engagement
Responsible for
employee
engagement and
I&D strategies
Alex Quant
Head of ESG for
the Investment
business
Responsible for
representing
client interests
Adrian Davison
Head of Risk
Responsible for
environmental
strategy
Imogen Joss
Senior
Independent
Non-Executive
Director
Sarah Ing
Independent
Non-Executive
Director
Supported by resources from across XPS
Sustainability Committee
Aisling Kennedy
Chair of the Sustainability Committee
Independent Non-Executive Director
69
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ remuneration report
The overall Remuneration Policy is designed to promote the long-term success of the
Group whilst ensuring it does not support inappropriate risk taking. The Remuneration
Committee has developed the Directors’ Remuneration Policy with the following
principles in mind:
Remuneration at a glance
Aligned with shareholders – in order to motivate
Executive Directors and incentivise the delivery of
sustained performance over the long term, and to
promote alignment with shareholders’ interests.
Aligned with financial performance – to motivate
Executive Directors and support the delivery of the
Group’s financial and strategic business targets.
Aligned with colleagues – by striving for as consistent as
possible an approach between the Executive Directors
and senior management and with regard to the approach
for the wider workforce.
Aligned with clients – the continued strategy to be the
best provider of services to the UK pensions market, for
everything trustees and employers need in this market, at
the same time as achieving sustainable growth through
investing in client services, technology and staff,
demonstrates the commitment toproviding an agile,
high-quality and market-leading service that puts client
satisfaction at the heart of thebusiness.
Competitive – remuneration packages are reviewed
annually and benchmarked by reference to the external
market. This informs how we achieve our objective of
attracting and retaining highly talented people who know
that good performance will be rewarded.
Designed to encourage retention and to reward
performance – deferred variable remuneration does not
give rise to any immediate entitlement. Long-term
incentive awards normally require the participant to be
employed continuously by the Group until at least the
third anniversary of grant in order to vest in full and to
subsequently hold vested awards for a further period
oftwo years.
70
XPS Pensions Group plc Annual Report and Accounts 2026

FY 2026 FY 2027
Fixed pay
Base salary
Co-CEOs CFO
£435,322 £376,503
Pension
Co-CEOs CFO Average employee
6% of salary 6% of salary 6% of salary
Benefits
Benefits currently include permanent health
insurance, life insurance, private medical insurance
and car allowance.
Shareholding
Shareholding requirement of at least 200% of salary.
Actual level % of base salary at 31 March 2025
Ben Bramhall Paul Cuff Snehal Shah
496% 431% 246%
Annual bonus
2026 annual bonus
Co-CEOs CFO
£576,584 £415,563
88.3% of maximum 88.3% of maximum
132% of salary 110% of salary
Bonus delivery
Beyond 100% of salary deferred in shares
Long-term incentive plan
2023 PSP estimated outcome*
Co-CEOs CFO
100% 100%
Performance conditions:
EPS, TSR, CO
2
emissions reduction
Subject to two-year holding period.
Malus and clawback provisions apply.
* Vesting 17 July 2026.
Fixed pay
Base salary
Co-CEOs CFO Average employee
£500,620 £414,153
15.0% 10.0% 4.5%
Pension
No change for FY 2027.
Benefits
No change for FY 2027.
Shareholding
No change to the shareholding requirement.
Actual level % of base salary at 31 March 2026
Ben Bramhall Paul Cuff Snehal Shah
372% 384% 243%
Annual bonus
2027 annual bonus
Co-CEOs maximum
150% of salary
CFO maximum
125% of salary
Bonus delivery
30% of bonus earned
normally deferred in
shares (unless the
minimum share ownership
requirement has been met)
Long-term incentiveplan
Anticipated award grants
as % of base salary
Co-CEOs CFO
150% 125%
Group adj. PBT 75%
Personal objectives 25%
Bonus
elements
EPS 70%
TSR 20%
ESG 10%
Performance
conditions
Shareholding requirement
575,796 shares
314,886 shares
B. Bramhall
P. Cuff
S. Shah
0% 100% 200% 300% 400% 500%
557,920 shares
Shareholding requirement
B. Bramhall
P. Cuff
S. Shah
0% 100% 200% 300% 400% 500%
427,852 shares
210,951 shares
492,246 shares
71
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ remuneration report continued
The Remuneration Committee continues to focus on incentivising results, rewarding
strong performance and linking remuneration to long-term value for our shareholders.
Dear Shareholder,
On behalf of the Remuneration Committee (the
“Committee”), I am pleased to present the Directors’
Remuneration Report for FY 2026. This report covers
three areas:
• my annual statement;
• the Directors’ Remuneration Policy, which will apply for
a maximum of three years from the 2026 AGM,
replacing the Policy previously approved at the March
2024 General Meeting, and which will be subject to a
binding shareholder vote at the 2026 AGM; and
• the Annual Report on Remuneration, which describes
how the Directors’ Remuneration Policy was applied in
FY 2026 and how it will be implemented in FY 2027.
This report, along with my annual statement, will
together be subject to an advisory shareholder vote at
the 2026 AGM.
Remuneration aligned with strategy and growth
Committee membership Attendance
Chair
Imogen Joss 5/5
Members
Martin Sutherland 5/5
Sarah Ing 5/5
Aisling Kennedy 5/5
Alan Bannatyne (resigned September 2025) 3/3
Margaret Snowdon OBE (resigned March 2026) 4/4
Michelle Cracknell (appointed March 2026) 1/1
April Talintyre (appointed March 2026) 1/1
This year’s proposed Directors’
Remuneration Policy has been updated
following consideration of shareholder
feedback and evolving best practice.”
Imogen Joss
Chair of the Remuneration Committee
I would also like to thank Alan Bannatyne and Margaret
Snowdon OBE, who stepped down from the Board and
the Committee during the year, for their extremely
valuable contributions over many years. In addition,
Iwould like to welcome Michelle Cracknell and April
Talintyre, who both recently joined the Committee.
Operational highlights
The financial year ended 31 March 2026 was another year
of strong performance for the Group. Revenues increased
by 13% year on year, including organic growth of 7%, while
adjusted fully diluted EPS increased by 8%. All areas of
the Group have performed well, and continued investment
in systems will provide longer-term benefits for the Group.
Employee engagement and client satisfaction remained
high throughout the year, and our strong culture
continued to be recognised externally through a number
of industry awards, including being named Sponsor
Covenant/IRM Adviser of the Year at the UK Pensions
Awards for the second consecutive year.
This performance has reinforced the Committee’s view
that pay should be set at a fair and appropriate level for a
Company that has grown substantially and delivered
excellent results over a sustained period, as demonstrated
by the five-year performance summary below:
• Revenue increased to £262.7m in FY 2026, compared
with £127.9m in FY 2021;
• Profit before tax increased to £38.7m in FY 2026,
compared with £11.4m in FY 2021;
• The number of employees increased to over 2,000
employees in FY 2026, compared with 1,325 in FY 2021;
• The Company has completed seven acquisitions since
listing in 2017; and
• Total shareholder return was 200% over the last five
years, compared with 14% for the FTSE 250 Index.
72
XPS Pensions Group plc Annual Report and Accounts 2026

Engaging with our stakeholders
Shareholders
At last year’s Annual General Meeting, held on
4September 2025, shareholders approved the
Remuneration Report with 97% of votes cast in favour.
The Committee was pleased that this level of support
reflected shareholder endorsement of recent Committee
decisions, including the salary adjustments implemented
for FY 2026.
Prior to the publication of this year’s Directors’
Remuneration Report, I engaged with our largest
shareholders to seek their views on the proposed
updated Policy and its implementation. I would like to
thank those shareholders who provided feedback.
Overall, the response was supportive of the proposals,
although a number of refinements were made in light
ofthe views received.
Employees
The Employee Engagement Group, chaired by XPS
Group’s designated Employee Engagement Non-Executive
Director, Aisling Kennedy, considers Executive Directors’
remuneration, taking employee perspectives into account.
The Group was established to provide an employee voice
to the Board by raising matters and issues highlighted by
employees. It acts as a consultative forum through which
employees can share ideas and concerns with the Board,
rather than as a decision-making body.
One area of focus for the Employee Engagement Group is
Executive Director remuneration. Members are invited to
provide feedback on the Directors’ Remuneration Policy
and Executive Director objectives. The Group therefore
plays an important role in supporting engagement
between the Board and XPS employees.
Wider workforce remuneration
The Committee continues to review remuneration
arrangements across the wider workforce and takes
these into account when considering remuneration
arrangements for the Executive Directors and other
members of senior management.
During the year, the Committee also reviewed the Group’s
gender pay gap and ethnicity pay gap analysis, together
with the related action plans.
Annual bonus payments for FY 2026
The financial element of these bonuses is based on Group
profit before tax (PBT). The reported Group adjusted PBT
for FY 2026 has resulted in a bonus payment of 84.4% of
the maximum for this element of the bonus.
The Committee determined that the strategic objectives
had been fully met which, therefore, led to a bonus
outturn of 88.3% of the overall maximum for the Co-
CEOs and CFO.
% of salary
% of
maximum
Ben Bramhall 150% 88.3%
Paul Cuff 150% 88.3%
Snehal Shah 125% 88.3%
Vesting outcomes for the 2023 PSP awards
The July 2023 PSP award comprised a main award subject
to underlying EPS, relative TSR and CO
2
emissions and a
one-off additional award fully based on EPS performance.
Based on current performance, overall vesting is estimated
at 100% of maximum for both the main and additional
award. The Committee considers that the share price
appreciation since grant is aligned with the underlying
performance of the business.
The Committee considers that the Policy operated as
intended during FY 2026 and that remuneration outcomes
were consistent with Group performance and appropriately
reflected the value delivered to shareholders over the
relevant periods. The Committee concluded that no
discretionary adjustments to these remuneration
outcomes were necessary.
Renewal of our Directors’ Remuneration Policy
atthe 2026 AGM
Over the course of the year, the Remuneration Committee
undertook a full review of our Directors’ Remuneration
Policy, reflecting its first review since becoming a FTSE
250 company, and considered its effectiveness in
supporting the Company’s strategy.
Various changes were considered; however, following the
review, we concluded that shareholders should be asked
to approve a largely unchanged Remuneration Policy at
our 2026 AGM. This means:
• no changes to the overarching remuneration framework;
• continuing to operate a relatively standard approach
toincentive pay, comprising an annual bonus plan
(withpartial deferral into shares) and a single
performance-driven share-based long-term incentive
plan (with a three-year vesting period and a further
two-year holding period for Executive Directors); and
• retaining sufficient flexibility for the Remuneration
Committee to determine, on an annual basis, the
performance measures it considers most appropriate
for the Company’s incentive plans.
Annual bonus
The current annual bonus policy maximum of 150% of
base salary will remain unchanged, with the Co-CEOs’
maximum opportunity for FY 2027 remaining at this level
and the CFO’s maximum opportunity remaining at 125%
of salary.
Under the current Policy, bonus payments of up to 100%
of salary are payable in cash, with any amount above this
deferred into shares for two years.
In line with current and evolving market practice, the
proposed approach under the new Policy from FY 2027
onwards is that 30% of any bonus earned will normally be
deferred into shares for two years. However, where the
shareholding guideline of 200% of salary has been met,
the compulsory deferral requirement may be reduced or
waived entirely. The Committee believes that executives
who have achieved the shareholding guideline are already
strongly aligned with shareholder interests, making
additional mandatory deferral less necessary.
73
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ remuneration report continued
Renewal of our Directors’ Remuneration Policy
atthe 2026 AGM continued
Annual bonus continued
In line with standard practice deferred shares count
towards the shareholding guideline (net of anticipated tax
liabilities) and, as a result, executives may already hold
shares materially in excess of the required level that could
otherwise be sold. Accordingly, the Committee considers
this change to be a pragmatic simplification and
appropriate in light of the recent review of the
withholding provisions and related enforceability
considerations referred to below.
The Committee also notes that any Executive Director
who has met the shareholding guideline is likely to have
outstanding PSP awards that remain subject to the
withholding provisions.
Performance Share Plan
The Committee believes that the Company’s current
approach to Executive Directors’ share awards remains
appropriate. Accordingly, the Committee intends to
continue its annual grant practice of awarding nominal-
cost options over shares to the Co-CEOs and CFO, with
vesting continuing to be subject to the achievement of
stretching three-year EPS, TSR and ESG targets.
Under the current Policy, the normal maximum market
value of shares that may be awarded to Executive
Directors under the PSP in any year is 150% of base salary,
with awards of up to 200% permitted in exceptional
circumstances. These limits have remained unchanged
since IPO.
In recognition of the Company’s performance, the
contribution of the executives, and the increased scale
and complexity of the business, the normal Policy limit
will increase to 200% of base salary. This change is
intended to provide additional flexibility over the life
ofthe Policy, while removing the separate exceptional
circumstances limit. The revised limit is aligned with the
FTSE 250 median.
The Remuneration Committee will continue to consider
business performance and prevailing share price levels
when determining the size of PSP awards granted each
year to the Executive Directors, within the approved
Policy limits. Award levels for FY 2027 will remain in line
with those for the prior year at no more than 150% of
salary for the Co-CEOs and 125% of salary for the CFO.
Malus and clawback
As part of the policy review, the robustness of the current
withholding provisions (i.e. malus and clawback) was
evaluated. The Committee concluded that the existing
malus and clawback triggers remain appropriate, as do
the associated timeframes, which provide for a significant
period following the end of the relevant performance
period during which the provisions may be applied.
To strengthen the enforceability of these provisions in
practice, a comprehensive review of supporting policy
and procedural documentation has been undertaken and
corresponding amendments have been made to the
Directors’ service contracts.
Operation of the Directors’ Remuneration Policy for
FY 2027
Salary review
As outlined in last year’s report, given the scale of the
long-standing gap between the Executive Directors’
salaries and prevailing market levels, it was anticipated
that a further increase above wider employee salary
inflation may be considered for FY 2027.
As noted above, shareholder feedback was supportive of the
Committee’s proposed implementation of the second stage
of the two-step salary adjustment for FY 2027, including the
potential for increases of up to the 17% applied for FY 2026.
However, the actual salary increases implemented for FY
2027, as outlined below, are at lower levels than those
awarded in the prior year. Following a review of business and
individual performance, the Committee concluded that it was
appropriate to proceed with this approach.
In reviewing Executive Directors’ salaries, the Committee
continues to take a holistic approach, considering the
impact of salary increases on overall remuneration, salary
increases across the wider workforce, and the Group’s
strong absolute and relative performance.
The Committee uses benchmarking data with caution
andhas continued to reference the lower half of the
FTSE250, reflecting the Company’s current position
bymarket capitalisation.
In assessing market positioning for the Co-CEOs, the
Committee considers it appropriate to apply a 15%
discount to CEO benchmark data to reflect the shared
leadership structure. Comparable FTSE 250 data,
including both adjusted and unadjusted CEO benchmark
figures, together with unadjusted CFO data, is provided
below as a reference point.
Co-CEOs salary vs market median CFO salary vs market median
XPS Group
FY 2026
XPS Group
FY 2026
£700,000
£600,000
£500,000
£400,000
£300,000
£200,000
£100,000
£0
XPS Group
FY 2027
XPS Group
FY 2027
Bottom half
of FTSE 250
– unadjusted
Bottom half
of FTSE 250
– unadjusted
Bottom half
of FTSE 250
– adjusted
FTSE 250 –
unadjusted
FTSE 250 –
unadjusted
FTSE 250 –
adjusted
+15%
+10%
£435,322
£376,503
£414,153
£500,620
£606,000
£413,000
£464,000
£515,000
£658,000
£559,000
74
XPS Pensions Group plc Annual Report and Accounts 2026

The Committee determined that salary increases of 15% for the Co-CEOs and 10% for the CFO were appropriate for
FY2027. The resulting salary levels are aligned with the selected market reference data and remain substantially below
broader FTSE 250 market levels.
A summary of the proposed increases and the resulting positioning relative to the market data is set out on the
previous page. The benchmark data presented is unaged and, due to the timing of published information, does not yet
fully reflect the 2026 market position, which is expected to be modestly higher once updated data becomes available.
It should be noted that the corresponding on-target remuneration levels are positioned relatively lower against the market
data, reflecting incentive opportunities that are below those typically seen in similar-sized companies.
The Committee is mindful that these salary increases are significantly above the 6.7% average increase awarded to the wider
workforce and recognises how they may be perceived. However, this approach is consistent with that applied across the
wider organisation, where salary levels for strong performers that are materially below market may be adjusted accordingly.
Following these adjustments, it is expected that any future salary increases will, for at least the remainder of the new
Policy period, be limited to no more than the general workforce increase.
Non-Executive Chair fee
During the year, the Committee undertook a review of the Non-Executive Chair fee. The review concluded that the
current fee of £150,000 per annum, which has only been increased once since IPO, was materially below market levels
for companies of a comparable size.
The Committee therefore determined that the fee should increase to £215,000 per annum, broadly aligned with the
median level within the lower half of the FTSE 250.
The Committee recognises that, particularly in percentage terms, this represents a substantial increase. However, it
believes that the revised fee appropriately reflects the scale, complexity and time commitment associated with the role,
while supporting the Company’s ability to attract and retain high-quality Board leadership.
Summary of implementation
A summary of the proposed implementation of the Policy is set out below:
Component Summary of approach
Base salary
and benefits
Base salary and benefits are reviewed annually with effect from 1 April, taking into account a range of factors, including
the approach to salary reviews across the wider Group, individual performance and Company performance.
For FY 2027, the base salaries of the Co-CEOs have increased by 15% and the CFO’s salary by 10%. This compares with an
average increase of 4.5% awarded to the wider workforce over the year.
Ben Bramhall – £500,620
Paul Cuff – £500,620
Snehal Shah – £414,153
Pension
Defined contribution pension contributions and/or cash supplements of 6% of salary are provided, aligned with the
rate available to new employees.
This remains below the pension rates applicable tomany employees who joined the Group throughacquisitions.
Annual bonus
Annual bonus awards are payable subject tothe achievement of challenging financial, strategic and personal
performance conditions, which are expected to include sustainability, culture and technology-related objectives.
Malusand clawback provisions apply.
Maximum bonus opportunity for FY 2027:
Ben Bramhall – 150% of salary
Paul Cuff – 150% of salary
Snehal Shah – 125% of salary
30% of any bonus earned will normally be deferred into shares for two years. However, where the applicable shareholding
guideline has been met, no compulsory deferral will be applied.
Long-term
incentives
Annual awards of performance shares are granted under the PSP. Awards vest, subject to performance conditions, after
three years and are subject to a further two-year holding period. Malus and clawback provisions apply.
Maximum grant levels for FY 2027:
Ben Bramhall – 150% of salary
Paul Cuff – 150% of salary
Snehal Shah – 125% of salary
All-employee
share plans
Executive Directors are eligible to participate in the Company’s all-employee share plans, including the Share Save
Plan, on the same terms as other employees.
Shareholding
guidelines
Executive Directors are subject to a minimum shareholding requirement of 200% of salary. Post-cessation shareholding
guidelines also apply, requiring Executive Directors to retain shares equivalent to 200% ofsalary for one year following
cessation of employment and 100% of salary for a further yearthereafter.
I hope that this year’s report provides a clear account of the Committee’s application of the Policy during the year and
its proposed approach going forward.
In addition to the usual remuneration-related resolutions at the forthcoming AGM, shareholders will also be asked to approve
the 2026 PSP and 2026 SAYE plans, reflecting that the current plans are approaching the end of their operational lives.
I look forward to your continued support for the Company’s approach to remuneration at XPS.
I would also like to thank my fellow Committee members for their valuable contributions throughout the year.
Imogen Joss
Chair of the Remuneration Committee
17 June 2026
75
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Governance

Directors’ remuneration report continued
Directors’ Remuneration Policy 2026
This Remuneration Policy, which has been approved by the Board, contains the material required to be set out in the
Directors’ Remuneration Report for the purposes of Part 4 of The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013, which amended The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (the “DRR Regulations”).
The Directors’ Remuneration Policy set out in this section of the Directors’ Remuneration Report, subject to the
approval of shareholders, will take effect from the conclusion of the AGM on 8 September 2026 and will replace the
Policy approved at the 2024 General Meeting.
The new Policy remains substantially unchanged from the current Policy, except for the following key updates:
• Base salary – Simplification of the salary increase framework to provide the Committee with greater flexibility to
respond to individual and business circumstances, while maintaining the principle that salary increases will normally
align with those of the wider workforce.
• Bonus deferral – Revision to the bonus deferral structure so that 30% of any annual bonus earned will normally be
deferred into shares for two years, replacing the previous structure under which only bonus earned above 100% of salary
was deferred. Where the applicable share ownership guideline has been met, the Committee may going forward reduce
or waive the mandatory deferral requirement, reflecting the existing alignment of executives with shareholder interests.
This change is aligned with evolving market practice. In approving this change, the Committee also considered the
robustness of the Company’s malus and clawback provisions.
• PSP award limits – Increase in the normal PSP award limit from 150% to 200% of salary, with the removal of the
separate exceptional circumstances limit. Award levels for FY 2027 will remain unchanged at 150% of salary for the
Co-CEOs and 125% of salary for the CFO.
Element and
purpose Policy and operation Maximum
Performance
measures
Base salary
The core
element of pay,
reflecting the
individual’s
position within
the Company
and experience
The base salary of each Executive Director
takes into account the performance of each
individual and is set at an appropriate level to
secure and retain the talent needed to deliver
the Group’s strategic objectives.
Salaries are normally reviewed annually on
1April and are influenced by: information
from relevant comparator groups
(referencing the Group’s competitors and
public companies in other industries); the
performance of each individual Executive
Director; and average increases for
employees across the Group as a whole.
While there is no prescribed maximum salary or
maximum increase, increases will normally be no
higher than the average level of salary increases
awarded (in percentage terms) to the wider
workforce.
Larger salary increases may be awarded to take
account of individual circumstances, such as:
• where an Executive Director has been
promoted or has had a change in scope or
responsibility;
• where the Committee has set the salary of
a new hire at a discount to the market level
initially, a series of planned increases can
be implemented over the following few
years to bring the salary to the appropriate
market position, subject to individual
performance; or
• where the Committee considers it
appropriate to adjust salaries to reflect the
continuing development of the Company.
This would normally only be considered: (i)
where adjustments would be made on a
phased basis; and (ii) after appropriate
consultation with leading shareholders.
Increases may be implemented over such
time period as the Committee deems
appropriate.
n/a
Benefits in
kind
To provide
market-
competitive
benefits valued
by recipients
Benefits currently include permanent health
insurance, life insurance, private medical
insurance and car allowance and may also
include other benefits in the future. In certain
limited circumstances, relocation allowances
may be necessary. All benefits are subject to
annual review to ensure they remain in line
with market practice.
Benefits (excluding any relocation
allowances) may be provided up to an
aggregate value of normally £40,000 for
each Executive Director (indexed to inflation).
n/a
Pension
To provide
retirement
benefits
Executive Directors participating in the
pension plan benefit from matching annual
Group contributions of up to 6% of base
salary. Executive Directors are entitled to take
all or part of their pension contributions as a
cash allowance.
The maximum employer’s contribution (or cash
supplement) is 6% of salary.
Executive Directors’ employer’s contribution
levels are aligned to the contribution levels for
the majority of the workforce.
n/a
76
XPS Pensions Group plc Annual Report and Accounts 2026

Element and
purpose Policy and operation Maximum Performance measures
Annual bonus
To motivate
Executive
Directors and
support the
delivery of the
Group’s financial
and strategic
business targets
over a one-year
operating cycle
Annual bonus plan levels and the
appropriateness of measures are reviewed
annually to ensure they continue to support
our strategy. Once set, performance
measures and targets will generally remain
unchanged for the year, except to reflect
events (e.g. corporate acquisitions, other
major transactions) where the Committee
considers it to be necessary in its opinion to
make appropriate adjustments.
The Committee will normally require 30% of
any annual bonus earned to be deferred into
shares for two years. Where the applicable
share ownership guideline has been achieved,
the Committee may reduce or waive the
mandatory deferral requirement.
The value of the deferred awards may be
increased to reflect the value of dividends
that would have been paid in respect of any
record dates falling between the grant of
awards and the expiry of any vesting period.
Clawback and malus provisions apply as
explained in more detail in the notes to this
Policy table.
The maximum annual
bonus opportunity is 150%
of base salary. For FY 2027,
the maximum opportunity
will be 150% of base salary
for the Co-CEOs and 125%
for the CFO.
Bonuses will be payable
subject to the achievement of
performance conditions which
will be set by the Remuneration
Committee.
The targets may be financial
and/or personal and strategic.
The intended weighting of
these measures is not less than
60% financial. Where a sliding
scale of targets is used,
attaining the threshold level of
performance for any measure
will not typically produce a
payout of more than 20% of
the maximum portion of overall
annual bonus attributable to
that measure, with a sliding
scale to full payout for
maximum performance.
Bonus payments will also be
subject to the Committee
considering that the proposed
bonus amounts, calculated by
reference to performance
against the targets,
appropriately reflect the
Company’s overall performance
and shareholders’ experience. If
the Committee does not believe
this to be the case, it retains the
discretion to adjust the bonus
outturn accordingly.
Performance
Share Plan
To motivate
Executive
Directors and
incentivise the
delivery of
sustained
performance
over the long
term, and to
promote
alignment with
shareholders’
interests
Awards under the PSP may be granted as nil/
nominal cost options which vest to the extent
performance conditions are satisfied over a
period normally of at least three years.
Awards will vest at the end of the specified
vesting period at the discretion of the
Remuneration Committee and are subject to
a further holding period of two years (or such
shorter period so that the period from the
date of grant until the end of the holding
period will be equal to five years).
The PSP rules allow that the number of
shares (or the cash equivalent) subject to
vested PSP awards may be increased to
reflect the value of dividends that would have
been paid in respect of any record dates
falling between the grant of awards and the
expiry of any vesting / holding period.
Clawback and malus provisions applied are
explained in more detail in the notes to this
Policy table.
The market value of shares
to be awarded to Executive
Directors in respect of any
year will normally be up to
200% of base salary.
For FY 2027, the maximum
award levels will be 150% of
base salary for the Co-CEOs
and 125% for the CFO.
The Remuneration Committee
may impose such conditions
as it considers appropriate
which must be satisfied
before any award will vest.
All awards made to Executive
Directors will be subject to
performance conditions
which measure performance
over a period normally no
less than three years.
No more than 25% of awards
vest for attaining the threshold
level of performance.
The formulaic outcome of all
PSP performance measures
will also be subject to the
Committee considering that
the proposed levels, calculated
by reference to performance
against the targets,
appropriately reflect the
Company’s overall
performance and
shareholders’ experience. If the
Committee does not believe
this to be the case, it retains
the discretion to adjust the
PSP outturn accordingly.
77
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ remuneration report continued
Element and
purpose Policy and operation Maximum Performance measures
Share
ownership
guidelines
To promote
stewardship
and to further
align the
interests of
Executive
Directors with
those of
shareholders
The share ownership guidelines encourage
Executive Directors to build or maintain (as
appropriate) a shareholding in the Company.
If any Executive Director does not meet the
guideline, they will be expected to retain at least
50% of the net of tax number of shares vesting
under any of the Company’s discretionary share
incentive arrangements (including any deferred
bonus shares) until the guideline is met.
Any performance vested shares subject to a
holding period and any shares awarded in
connection with annual bonus deferral will be
credited for the purpose of the guidelines
(discounted for anticipated tax liabilities).
Executive Directors will be required to maintain
a shareholding in the Company for a two-year
period after stepping down from that position,
being in the first year, the lesser of the guideline
level or the Executive Directors’ actual relevant
shareholding at leaving and reducing to 50% of
this requirement in the second year.
For the purpose of this post-cessation
shareholding requirement, the Executive
Directors’ actual relevant shareholding will
include shares vesting under any of the
Company’s discretionary share incentive
arrangements (including any deferred bonus
shares) from awards granted after the 2020
AGM but excludes shares acquired and the
release of shares under share incentive plans
where the grant occurred prior to the adoption
of the Policy.
The Committee will retain the discretion to
remove the holding requirement if it is deemed
to be inappropriate.
No maximum level but not
less than 200% of base
salary for any Executive
Director.
n/a
All-employee
share plans
To facilitate and
encourage
share
ownership by
staff, thereby
allowing
everyone to
share in the
long-term
success of the
Company and
align interests
with those of
shareholders
The Executive Directors will be entitled to
participate in all of the Company’s all-
employee share plans, including the Share
Save Plan, on the same terms as other
employees.
These all-employee share plans are established
under HMRC tax-advantaged regimes and
follow the usual form for such plans.
The maximum participation
levels for all-employee share
plans will be the limits for
such plans set by HMRC
from time to time. However,
the Company may impose
lower limits on a scheme-
by-scheme basis.
Consistent with normal
practice, such awards would
not be subject to
performance conditions.
Directors’ Remuneration Policy continued
78
XPS Pensions Group plc Annual Report and Accounts 2026

Element and
purpose Policy and operation Maximum Performance measures
Chair
andNon-
Executive
Directors’
fees
To enable the
Company to
recruit and
retain Company
Chairs and Non-
Executive
Directors of the
highest calibre,
at the
appropriate
cost
The fees paid to the Chair and Non-Executive
Directors aim to be competitive with other
listed companies of equivalent size and
complexity.
The fees payable to the Non-Executive
Directors are determined by the Board, with
the Chair’s fees determined by the
Committee. No Director participates in
decisions regarding their own fees.
The Chair and Non-Executive Directors do
not participate in any cash or share incentive
plans.
The Chair and Non-Executive Directors are
entitled to benefits relating to travel and
office support and such other benefits as
may be considered appropriate.
The Chair is paid a single fee for the role,
although additional fees may be provided if
any specific and additional services are
required to be performed.
Non-Executive Directors receive a base fee
for the role. Additional fees are paid for
acting as Senior Independent Director, Chair
of the Audit & Risk, Remuneration or other
Board Committees or Designated Employee
Engagement NED to reflect the additional
time commitment. They will be entitled to an
additional fee if they are required to perform
any specific and additional services.
The aggregate fees and
any benefits of the Chair
and Non-Executive
Directors will not exceed
the limit from time to time
prescribed within the
Company’s Articles of
Association for such fees,
currently £750,000 p.a. in
aggregate.
Any increases in fee levels
made will be appropriately
disclosed.
n/a
79
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ remuneration report continued
Directors’ Remuneration Policy
continued
Notes to the Policy table
• Stating maxima for each element of the
Remuneration Policy: The DRR Regulations and related
investor guidance encourage companies to disclose a
cap within which each element of the Directors’
Remuneration Policy will operate. Where maximum
amounts for elements of remuneration have been set
within the Policy, these will operate simply as caps and
are not indicative of any aspiration.
• Travel and hospitality: While the Committee does not
consider it to form part of benefits in the normal usage
of that term, it has been advised that corporate hospitality,
whether paid for by the Company or another, and
business travel for Directors (and in exceptional
circumstances their families) may technically come
within the applicable rules, and so the Committee
expressly reserves the right to authorise such activities.
• Past obligations: In addition to the above elements of
remuneration, any commitment made prior to, but due
to be fulfilled after, the approval and implementation of
this Remuneration Policy will be honoured.
• Malus/clawback: The Committee may apply malus (being
the ability to withhold or reduce a payment/ vesting)
and clawback (the ability to reclaim some or all of a
payment/vesting) to an award under the annual bonus
or PSP where there are circumstances which would
justify such action.
The relevant circumstances where these powers of
recovery may operate include:
• the Company materially misstated its financial results
for any reason and that misstatement would result or
resulted either directly or indirectly in an award being
granted or vesting to a greater extent than would have
been the case had that misstatement not been made;
• the extent to which any performance target and/or
any other condition was satisfied was based on an
error, or on inaccurate or misleading information or
assumptions which resulted either directly or
indirectly in an award being granted or vesting to a
greater extent than would have been the case had
that error not been made;
• circumstances arose (or continued to arise) during the
vesting period (including any holding period) of an
award which would have warranted the summary
dismissal of the participant; or
• there is a sufficiently significant impact on the
reputation of the Company (including a Company
failure) to justify the operation of malus or clawback.
Normally, clawback may operate for up to two years
following the vesting of an award. The Committee
considers this to represent a significant period following
the end of the relevant performance period during
which relevant information may come to light and the
provisions may be enforced.
Performance conditions: The performance-related
elements of remuneration take into account the Group’s
risk policies and systems and are designed to align the
senior executives’ interests with those of shareholders.
The Committee reviews the metrics used and targets
set for the Group Executive Directors and senior
management (not just the Executive Directors) every
year, in order to ensure that they are aligned with the
Group’s strategy and to ensure an appropriate level of
consistency.
• Differences between the policy in respect of
remuneration for Directors and the policy on
remuneration for other staff: While the appropriate
benchmarks vary by role, the Company seeks to apply
the philosophy behind this Policy across the Company
as a whole. Where the Group’s pay policy for Directors
differs from its pay policies for other groups of staff,
this reflects the appropriate market rate position and/or
typical practice for the relevant roles. The Company
takes into account pay levels, bonus opportunity and
share awards applied across the Group as a whole when
setting the Executive Directors’ Remuneration Policy.
• Committee discretions: The Committee will operate
the annual bonus plan and PSP according to their
respective rules and the above Remuneration Policy
table. The Committee retains discretion, consistent with
market practice, in a number of respects, in relation to
the operation and administration of these plans. This
discretion includes, but is not limited to, the following:
• the selection of participants;
• the timing of grant of awards;
• the size of an award/bonus opportunity subject to the
maximum limits set out in the Remuneration Policy
table and the rules of the relevant plan;
• the determination of performance against targets and
resultant vesting/payouts;
• discretion required when dealing with a change of
control or restructuring of the Company;
• determination of the treatment of leavers based on
the rules of the relevant plan and the appropriate
treatment chosen;
• adjustments required in certain circumstances (e.g.
rights issue, corporate restructuring events and
special dividends); and
• the annual review of performance measures,
weightings and targets from year to year.
In addition, while performance measures and targets
used in the annual bonus plan and PSP will generally
remain unaltered, if events occur which the Committee
determines would make a different or amended target
a fairer measure of performance, such amended or
different targets can be set provided they are not
materially more or less difficult to satisfy, having regard
to the event in question.
Any use of the above discretion would, where relevant,
be explained in the Annual Report on Directors’
Remuneration and may, where appropriate and
practicable, be the subject of consultation with the
Company’s major shareholders.
80
XPS Pensions Group plc Annual Report and Accounts 2026

The Committee may make minor amendments to the
Remuneration Policy set out above for regulatory,
exchange control, tax or administrative purposes or
totake account of a change in legislation, without
obtaining shareholder approval for that amendment.
Remuneration policy on recruitment
The Company’s recruitment remuneration policy aims to
give the Committee sufficient flexibility to secure the
appointment and promotion of high-calibre executives to
strengthen the management team and secure the skill
sets to deliver our strategic aims.
In terms of the principles for setting a package for a new
Executive Director, the starting point for the Committee
will be to apply the Remuneration Policy for Executive
Directors as set out above and structure a package in
accordance with that Policy. Consistent with the DRR
Regulations, any caps contained within the Policy for
fixed pay do not apply to new recruits, although the
Committee would not envisage exceeding these caps in
practice unless absolutely necessary.
The annual bonus plan and PSP, including the maximum
award levels, will operate as detailed in the general
Remuneration Policy in relation to any newly appointed
Executive Director. For an internal appointment, any
variable pay element awarded in respect of the prior role
may either continue on its original terms or be adjusted to
reflect the new appointment as appropriate.
For both external and internal appointments, the
Committee may agree that the Company will meet
certain relocation expenses as it considers appropriate.
For external candidates, it may be necessary to make
additional awards in connection with the recruitment to
buy out awards forfeited by the individual on leaving a
previous employer. Any recruitment-related awards which
are not buy-outs will be subject to the limits of the annual
bonus plan and PSP as stated in the general Policy.
Details of any recruitment-related awards will be
appropriately disclosed.
For any buy-outs the Company will not pay more than is
necessary in the view of the Committee and will be
limited in value to what the Committee considers to be a
fair estimate of the value of the awards forgone. The
Committee will in all cases seek, in the first instance, to
deliver any such awards under the terms of the existing
annual bonus plan and PSP. It may, however, be necessary
in some cases to make buy-out awards on terms that are
more bespoke than the existing annual bonus plan and PSP.
All buy-outs, whether under the annual bonus plan, PSP
or otherwise, will take due account of the service
obligations and performance requirements for any
remuneration relinquished by the individual when leaving
a previous employer.
The Committee will seek, where it is practicable to do so,
to make buy-outs subject to what are, in its opinion,
comparable requirements in respect of service and
performance. However, the Committee may choose to
relax this requirement in certain cases, such as where the
service and/or performance requirements are materially
completed, or where such factors are, in the view of the
Committee, reflected in some other way, such as a
significant discount to the face value of the awards
forfeited, and where the Committee considers it to be in
the interests of shareholders.
Service contracts
Executive Directors
Ben Bramhall and Paul Cuff entered into a service
agreement with the Company that was effective upon
admission and dated 16 February 2017. Snehal Shah
entered into a service agreement with the Company that
was effective 28 May 2019, the date of his employment
beginning, although Snehal was not appointed as Chief
Financial Officer until FCA approval was received on
9July 2019. The policy is that each Executive Director’s
service agreement should be of indefinite duration,
subject to termination by the Company or the individual
on no more than 12 months’ notice.
The service agreements of all Executive Directors, which
are available for inspection at the Company’s registered
office, comply with this policy:
• The Executive Directors’ service agreements are
terminable by either party on not less than nine months’
written notice for the Co-CEO, six months for the CFO
or immediately upon payment in lieu of notice, and
contain a garden leave clause.
• In each case any payment in lieu of notice will be
calculated by reference to base salary and contractual
benefits only and will not include any
entitlement to bonus.
Chair and Non-Executive Directors
The appointment of Sarah Ing is subject to the terms of a
letter of appointment dated 19 March 2019, the appointment
of Aisling Kennedy is subject to the terms of a letter of
appointment dated 22 February 2023, the appointments
of Imogen Joss and Martin Sutherland are subject to the
terms of letters of appointment dated 7 December 2023
and the appointments of Michelle Cracknell and April
Talintyre are subject to the terms of letters of appointment
dated 5 March 2026. They are not entitled to receive any
compensation on termination of their appointment (other
than payment in respect of a notice period where notice
is served) and are not entitled to participate in the Company’ s
share plans, bonus arrangements or pension schemes.
They are entitled to be reimbursed for all reasonable
out-of-pocket expenses incurred in the proper
performance of their duties.
Their appointment may be terminated at any time upon
three months’ written notice by either party and with
immediate effect in certain circumstances. The
appointment may also be terminated pursuant to the
Articles or as otherwise required by law. They are subject
to retirement by rotation every three years under the
Articles but intend to retire and submit themselves for
re-election by shareholders each year at the Annual
General Meeting.
81
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ remuneration report continued
Directors’ Remuneration Policy continued
Remuneration policy on termination
The Committee will consider treatments on a termination having regard to all of the relevant facts and circumstances
available at that time. This policy applies both to any negotiations linked to notice periods on a termination and any
treatments that the Committee may choose to apply under the discretions available to it under the terms of the annual
bonus plan and PSP. The potential treatments on termination under these plans are as follows:
Annual bonus plan
If an Executive Director resigns or is dismissed for cause before the bonus payment date, the right to receive any
bonus normally lapses (unless the Committee determines otherwise). If an Executive Director ceases employment
before the bonus date because of death, injury, ill health, disability or any other reason determined by the Committee,
such bonus will be payable as the Committee in its absolute discretion determines taking into account the
circumstances for leaving, time in employment and performance. Similar treatment will apply in the event of a change
in control of the Company.
Deferred bonus awards are normally preserved in all leaver cases (unless an Executive Director ceases employment
due to gross misconduct or gross negligence) but release will not typically be accelerated, except in the case of death
in service. The Committee has the ability to release a leaver’s awards early in exceptional circumstances.
Performance Share Plan (PSP)
The Committee’s Policy is in accordance with the rules of the Performance Share Plan. If, during the performance or
vesting period, a participant:
• resigns or is dismissed for cause, awards will normally lapse in full; and
• ceases to be employed due to death, ill health, injury or disability, retirement with the agreement of the participant’s
employer, redundancy, the sale or transfer of the participant’s employing company or business out of the Group
(other than on change of control), or for other reasons specifically approved by the Committee, the award shall be
retained and will vest at the normal vesting date (unless the Committee exercises its discretion to allow awards to
vest early on cessation in exceptional circumstances) to the extent that the Committee determines. The Committee
will determine the extent to which an award will vest taking into account the extent to which the performance
conditions have been met and, where appropriate, the period that has expired to the date of cessation.
If a participant ceases employment during the holding period, performance-vested awards will normally be retained
and the holding period will continue to apply (unless the Committee exercises its discretion to disapply the holding
period in suitable cases).
The all-staff Share Save Plan provides treatments for leavers in line with HMRC rules for such plans.
The Company has the power to enter into settlement agreements with Directors and to pay compensation to settle
potential legal claims.
In addition, and consistent with market practice, in the event of the termination of an Executive Director, the Company
may make a contribution towards that individual’s legal fees and fees for outplacement services as part of a
negotiated settlement. Any such fees will be disclosed as part of the detail of termination arrangements.
External appointments
The Company’s policy on external appointments permits an Executive Director, subject to the approval of the Chair, to
serve as a Non-Executive Director for normally no more than one other organisation where this does not conflict with
the individual’s duties to the Company. When an Executive Director takes such a role, they may be entitled to retain
any fees which they earn from that appointment.
Statement of consideration of employment conditions elsewhere in the Company
The Committee receives regular updates on overall pay and conditions in the Company which enable it to take the
wider workforce remuneration into account when setting the policy for executive remuneration. Whilst the Committee
does not consult directly with employees as part of the process for reviewing executive pay, the Committee does
receive insights from the broader employee population via an Employee Engagement Group. Accordingly, the
Committee confirms that the new Policy has been designed with due regard to the policy for remuneration of
employees across the Group.
The Remuneration Policy for other employees is based on broadly consistent principles as described above. Annual
salary reviews across the Company take into account Company performance, relevant pay and market conditions and
salary levels for similar roles in comparable companies.
Other members of senior management participate in similar annual bonus arrangements to the Executive Directors,
although award sizes vary by organisational level. Share incentive awards may also be granted to a broader population
than the Executive Directors although the award sizes and terms of the awards vary. The Company operates discretionary
bonus schemes for eligible groups of employees under which a bonus is payable subject to the achievement of
appropriate targets. All eligible employees may participate in the Company’s Share Save Plan on identical terms.
82
XPS Pensions Group plc Annual Report and Accounts 2026

15%
31%
31%
23%
37%
37%
26%
17%
34%
49%100%
16%
31%
31%
22%
37%
37%
26%
17%
34%
49%100%
£453
£841
£1,488
£1,747
14%
30%
30%
26%
35%
35%
30%
15%
31%
54%100%
Minimum Minimum Minimum
£3,000
£2,500
£2,000
£1,500
£1,000
£500
£0
£2,000
£1,800
£1,600
£1,400
£1,200
£1,000
£800
£600
£400
£200
£0
In line with
expectation
In line with
expectations
In line with
expectation
Maximum Maximum Maximum
Total fixed pay Annual bonus Performance Share Plan Share price growth
Maximum with
share price growth
Maximum with
share price growth
Maximum with
share price growth
£545
£1,108
£2,047
£2,422
£545
£1,108
£2,047
£2,423
Ben Bramhall —
Co-Chief Executive Officer
£’000s
Snehal Shah —
Chief Financial Officer
£’000s
Paul Cuff —
Co-Chief Executive Officer
£’000s
Statement of consideration of shareholders’ views
The Committee considers shareholder views received during the year and at each AGM, as well as guidance from
shareholder representative bodies more broadly, when determining the Remuneration Policy and its implementation.
The Committee seeks to build an active and productive dialogue with investors on developments on the remuneration
aspects of corporate governance generally and it will consult with major shareholders in advance of any material
change to the structure and/or operation of the Policy and will seek formal shareholder approval for any such change
if required.
Illustrations of application of the Directors’ Remuneration Policy
The charts below show how the Remuneration Policy set out above will be applied for Executive Directors in FY 2027
based on four performance scenarios and using the assumptions below.
Minimum
Consists of base salary, benefits and pension:
• base salary is the salary to be paid in FY 2027;
• benefits measured as benefits paid in FY 2026; and
• pension measured as the defined contribution or cash allowance in lieu of Company
contributions of 6% of salary.
Target
Based on what the Executive Director would receive if performance were in line with
expectations or on target (excluding share price appreciation and dividends):
• annual bonus: consists of the on-target bonus (50% of maximum opportunity used for
illustrative purposes); and
• PSP: consists of the threshold level of vesting (25% vesting) under the PSP.
Maximum
Based on the maximum remuneration receivable (excluding share price appreciation
anddividends):
• annual bonus: consists of maximum bonus of 150% of salary for the Co-CEOs and 125%
of salary for the CFO; and
• PSP: consists of the face value of awards (150% of base salary for Co-CEOs and 125% of
base salary for the CFO) under the PSP.
Maximum with 50% share
price growth
As the maximum scenario plus the value resulting from a share price growth of 50% in
relation to the PSP award.
83
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Annual report on remuneration
Remuneration Committee membership
The Remuneration Committee is chaired by Imogen Joss. Sarah Ing, Aisling Kennedy, Martin Sutherland, April Talintyre
and Michelle Cracknell are also members of the Committee. The Committee meets at least twice a year and at such
other times as the Chair of the Committee shall require or as the Board may direct. The Committee met five times
during the year. All members attended every Committee meeting they were eligible to attend throughout the year.
Other individuals, such as the Co-Chief Executive Officers, the Chief Financial Officer, the HR Director and external
professional advisers, are invited to attend for all or part of any meeting as and when appropriate and necessary. The
purpose of the Committee is to establish a formal and transparent procedure for developing the Remuneration Policy
in accordance with the Code and to set the remuneration of the Chair and selected individuals with due account taken
of all relevant factors such as individual and Group performance as well as remuneration payable by companies of a
comparable size and complexity.
The Committee has formal terms of reference which are reviewed annually and can be viewed on the Company’s
website: www.xpsgroup.com.
Advisers
FIT Remuneration Consultants LLP (FIT), signatory to the Remuneration Consultants Group’s Code of Conduct,
wasappointed by the Committee. FIT has been retained to provide advice to the Committee on matters relating to
executive remuneration. FIT also assisted management with a central functions pay benchmarking exercise during the
year and, the Committee was satisfied that the advice provided by FIT was objective and independent. FIT’s fees in
respect of FY 2026 were £94,043 (FY2025: £62,258). FIT’s fees are charged on the basis of the firm’s standard terms
of business for advice provided.
Single figure of Executive and Non-Executive Directors (audited)
The following section provides details of how the Directors were paid during the financial year to 31 March 2026:
Director
Salary/fees
£
Taxable
benefits
1
£
Bonus
2
£
Long-term
incentives
3
£
Pension
4
£
Total
remuneration
£
Total
fixed pay
£
Total
variable pay
£
Executive Directors
Ben Bramhall 2026 435,322 14,540 576,584 1,071,971 24,017 2,122,434 473,879 1,648,555
2025 372,070 13,645 558,105 1,562,284 20,830 2,526,934 406,545 2,120,389
Paul Cuff 2026 435,322 14,340 576,584 1,071,971 24,017 2,122,234 473,679 1,648,555
2025 372,070 13,445 558,105 1,562,284 20,830 2,526,734 406,345 2,120,389
Snehal Shah 2026 376,503 14,063 415,563 776,114 20,948 1,603,191 411,514 1,191,677
2025 321,796 13,233 402,246 1,099,688 18,179 1,855,142 353,208 1,501,934
Non-Executive Directors
Alan Bannatyne 2026 64,773 — — — — 64,773 64,773 —
2025 150,000 — — — — 150,000 150,000 —
Margaret
SnowdonOBE
6
2026 59,318 — — — — 59,318 59,318 —
2025 71,806 — — — — 71,806 71,806 —
Sarah Ing
2026 75,000 — — — — 75,000 75,000 —
2025 75,000 — — — — 75,000 75,000 —
Aisling Kennedy 2026 75,000 — — — — 75,000 75,000 —
2025 71,845 — — — — 71,845 71,845 —
Imogen Joss
2026 80,000 — — — — 80,000 80,000 —
2025 71,349 — — — — 71,349 71,349 —
Martin Sutherland
7
2026 111,477 — — — — 111,477 111,477 —
2025 60,000 — — — — 60,000 60,000 —
April Talintyre
8
2026 4,318 — — — — 4,318 4,318 —
Michelle Cracknell
8
2026 4,318 — — — — 4,318 4,318 —
Total 2026 1,721,351 42,943 1,568,731 2,920,056 68,982 6,322,063 1,833,276 4,488,787
2025 1,565,936 40,323 1,518,456 4,224,256 59,839 7,408,810 1,666,098 5,742,712
1 Each of the Executive Directors is entitled to a range of benefits, comprising permanent health insurance, life insurance, private medical
insurance and car allowance. The Non-Executive Directors do not receive other benefits.
2 The cash element of the bonus is up to 100% of salary. The remainder (24.5% of the total bonus for Ben Bramhall and Paul Cuff, 9.4% for
Snehal Shah) will be deferred and awarded as a nominal cost option under the rules of the Deferred Share Bonus Plan (DSBP) in July 2026.
These awards will vest after two years and will be subject to malus and clawback provisions.
84
XPS Pensions Group plc Annual Report and Accounts 2026

3 The outturn for the July 2023 PSP which vests in July 2026 is expected to be 100% and the vesting share price has been estimated at 321.72p,
based on the three-month average share price ended 31 March 2026. The grant share price for the award was 187p and accordingly the relevant
figures are reflective of an increase of 72% in the Company’s share price comparing the award price to the estimated vesting price. Details of the
performance measures and targets applicable to the 2023 PSP are set out on pages 87 and 88. The outturn for the July 2022 PSP which vested
inJuly 2025 was 100% and the value has been updated reflecting the actual vesting share price of 380p and the dividend equivalents.
4 Pension values shown all relate either to pension contributions or to cash allowances in lieu of pension.
5 Stepped down from the Board on 4 September 2025.
6 Stepped down from the Board on 26 March 2026.
7 Appointed Non-Executive Chair on 4 September 2025.
8 Appointed to the Board on 5 March 2026.
FY 2026 annual bonus (audited)
The Executive Directors’ annual bonus targets were set at the beginning of the financial year. The financial targets which
account for 75% of the annual bonus were set based on Group PBT. The Group PBT targets set are shown below.
Threshold
£m
Target
£m
Stretch
£m
Actual
£m
Payout
(% of this
element)
Group adj. PBT (75% of potential) 62.4 63.4 64.6 64.2 84%
The personal performance goals which account for 25% of the annual bonus were agreed with each Executive Director
and were based on a range of strategic and other objectives set at the start of the year. The targets were principally
designed to focus and reward the Executive Directors for accomplishing goals which directly support the Company’s
strategy. Details of the measures and performance, to the extent they are not commercially sensitive, are outlined
below.
Ben Bramhall and Paul Cuff – Co-CEOs
Measure Target Performance Assessment
Maintain high level of staff
satisfaction and morale
Maintain high employee
satisfaction score in
employee survey
Employee Net Promoter Score of +32
achieved.
100%
Progress inclusion and
diversityagenda
Increase females in
senior management roles
Increase in the percentage offemales in the
senior management team(from 38% to
39%) achieved.
100%
Continued effectiveness of client
care programme
High level of client
retention to be maintained
Client retention remained very high with no
material client losses due to service quality.
100%
Maximise opportunity with client
base and evolution of services
reflecting market backdrop
Oversee campaigns and
develop compelling
solutions
Delivered services and support for pension
trustees, corporate sponsors and insurers.
100%
Technology and AI Smooth client transition
onto administrative
platform and
implementation of AI
strategy
Successful public sector transition onto
administrative platform. Piloting and
deploying numerous AI driven solutions.
100%
Snehal Shah – CFO
Measure Target Performance Assessment
Polaris integration Integrate the acquired
firm into the finance
systems and processes
Successfully integrated and management
information reported regularly.
100%
Maintain OCF conversion Above 90% Achieved, with further improvement in the
billing and collection cycle year on year.
100%
Continue to strengthen Group’s
risk management and preparation
for Provision 29 of the Corporate
Governance Code
Refreshed risk register
and implementation
planfor risk-related
governance changes
Well progressed plan for compliance with
Provision 29 of the Code.
100%
Continue to drive strong
shareholder interest and
engagement in XPS
Meet with non-holders
and secure new
institutional investors
Met with over 50 non-holders and new
institutional investors, including overseas
investors who joined the share register.
100%
Each objective is measurable (albeit some detail has been removed given the commercially sensitive nature), with target
achievement levels evidenced by activities and outcomes. The Remuneration Committee then assessed performance
against each objective in each category on the basis of evidenced outcomes and rated the level of achievement.
In light of the high standards of attainment of each of the Executive Directors, the Remuneration Committee assessed
that performance against the targets had been met in full and would result in 100% of maximum for this element of
bonus to be payable to the Co-CEOs and CFO.
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XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Annual report on remuneration continued
FY 2026 annual bonus (audited) continued
This results in an outcome in aggregate of 88.3% of maximum for the Co-CEOs and CFO.
Outcomes
Weightings
Ben
Bramhall
Paul
Cuff
Snehal
Shah
Financial performance (% of this element) 75% 84.4% 84.4% 84.4%
Strategic performance (% of this element) 25% 100% 100% 100%
Total actual performance outcome (% of maximum) 88.3% 88.3% 88.3%
Total actual performance outcome (% of salary) 132.5% 132.5% 110.4%
Total actual performance outcome (£) £576,584 £576,584 £415,563
Statement of Directors’ shareholding and share interests (audited)
For each Director, the total number of Directors’ interests in shares at 31 March 2026 was as follows:
Director
Ben
Bramhall
Paul
Cuff
Snehal
Shah
Alan
Bannatyne
Margaret
Snowdon
OBE
Sarah
Ing
Aisling
Kennedy
Imogen
Joss
Martin
Sutherland
April
Talint yre
Michelle
Cracknell
Number of ordinary
shares held as at
31March 2026
557, 920 575,796 314,886 49,627 30,303 15,000 — — 11,658 — —
Share ownership
requirement (% of
salary)
200% 200% 200% n/a n/a n/a n/a n/a n/a n/a n/a
Share ownership
requirement met?
Y Y Y n/a n/a n/a n/a n/a n/a n/a n/a
Holding as % of March
2026 salary
372% 384% 243% n/a n/a n/a n/a n/a n/a n/a n/a
Number of ordinary
shares held as at
31March 2025
492,246 427,852 210,951 49,627 30,303 15,000 — — — — —
The shareholdings above include those held by Directors and their respective connected persons. Unvested deferred
bonus shares are included on a net-of-tax basis. There were no changes in the Directors’ interests in shares between
31March 2026 and 17 June 2026.
Under the share ownership guidelines, the Executive Directors are required to build and maintain a shareholding
equivalent to at least 200% of salary and are required to maintain a shareholding for a period after leaving the Board.
Awards granted in the year under the PSP (audited)
The following nominal cost option PSP awards were granted in July 2025.
These awards vest in 2028 subject to performance relating to a mix of adjusted EPS, relative TSR and ESG-related
targets. The details of these targets are shown in the “Outstanding share plan awards” section below.
Director Date of grant
Basis of award
(% of salary)
Face value of
awards at grant
1
Number of
shares under
award
Date of
vesting
Ben Bramhall 1 July 2025 150% £652,982 170,136 July 2028
Paul Cuff 1 July 2025 150% £652,982 170,136 July 2028
Snehal Shah 1 July 2025 125% £470,627 122,623 July 2028
1 Based on the share price of £3.838 on 30 June 2025.
Awards granted in the year under the DSBP (audited)
The following nominal cost option DSBP awards were granted in July 2025.
Director Date of grant Basis of award (% of salary)
Face value of
awards at grant
1
Number of
shares under
award
Date of
vesting
Ben Bramhall 1 July 2025 Bonus earned above 100% of salary
for FY 2025
£186,930 48,705 July 2027
Paul Cuff 1 July 2025 Bonus earned above 100% of salary
for FY 2025
£186,930 48,705 July 2027
Snehal Shah 1 July 2025 Bonus earned above 100% of salary
for FY 2025
£80,836 21,062 July 2027
1 Based on the share price of £3.838 on 30 June 2025.
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XPS Pensions Group plc Annual Report and Accounts 2026

Outstanding share plan awards (audited)
Details of all outstanding PSP awards made to Executive Directors are set out below:
Director
Share
plan Date of grant
Exercise
price
Interests held
at 31 March
2025
Interests
awarded
during the
year
Interests
vested during
the year
Interests
lapsed during
the year
Interests held
at 31 March
2026
Vesting
date
Ben
Bramhall
1
PSP 1 July 2022 0.05p 383,948 — 383,948 — — July 2025
PSP 17 July 2023 0.05p 333,200 — — — 333,200 July 2026
PSP 1 July 2024 0.05p 186,657 — — — 186,657 July 2027
PSP 1 July 2025 0.05p — 170,136 — — 170,136 July 2028
DSBP 1 July 2025 0.05p — 48,705 — — 48,705 July 2027
Paul Cuff
2
PSP 1 July 2022 0.05p 383,948 — 383,948 — — July 2025
PSP 17 July 2023 0.05p 333,200 — — — 333,200 July 2026
PSP 1 July 2024 0.05p 186,657 — — — 186,657 July 2027
PSP 1 July 2025 0.05p — 170,136 — — 170,136 July 2028
DSBP 1 July 2025 0.05p — 48,705 — — 48,705 July 2027
Snehal
Shah
3
PSP 1 July 2022 0.05p 270,260 — 270,260 — — July 2025
PSP 17 July 2023 0.05p 241,239 — — — 241,239 July 2026
PSP 1 July 2024 0.05p 134,531 — — — 134,531 July 2027
PSP 1 July 2025 0.05p — 122,623 — — 122,623 July 2028
DSBP 1 July 2025 0.05p — 21,062 — — 21,062 July 2027
1 On 10 July 2025, Ben Bramhall exercised awards over 383,948 shares granted on 1 July 2022 and sold 181,117 shares to settle resultant tax
and social security obligations. The closing share price on the day of exercise was £3.80.
2 On 10 July 2025, Paul Cuff exercised awards over 383,948 shares granted on 1 July 2022 and sold 181,117 shares to settle resultant tax and
social security obligations. The closing share price on the day of exercise was £3.80.
3 On 10 July 2025, Snehal Shah exercised awards over 270,260 shares granted on 1 July 2022 and sold 127,488 shares to settle resultant tax
and social security obligations. The closing share price on the day of exercise was £3.80.
Vesting outcomes for the FY 2024 PSP awards (granted in July 2023) (unaudited)
These awards comprise nominal cost options with an exercise price of 0.05p per option and vest in 2026. These awards
comprised a main award and a one-off additional award.
Vesting of both awards will be based on the measures as summarised in the tables below, with performance measured
over a three-year period.
For the main award, there are three performance criteria, with the vesting of 70% of the shares under this award
subject to EPS performance, 20% subject to relative total shareholder return and the remaining 10% based on a
reduction of the Company’s CO
2
emissions.
The details of the target ranges are shown in the table below:
Diluted adjusted EPS for the three-year period to the end of FY 2026 Portion of award vesting
Compound annual growth in EPS (CAG) of less than 5% 0%
CAG of 5% 25%
CAG of between 5% and 10% Between 25% and 100% on a straight-line basis
CAG of 10% or more 100%
Actual performance
1
:
CAG of 24%
100%
1 Measured on a constant tax rate basis, to ensure the outturn is an accurate reflection of operational performance.
The EPS target range was set considering both the internal and external expectations for EPS performance over the
next three years.
XPS Group’s TSR ranking vs a comparator group
2
of companies Portion of award vesting
Below median 0%
Median 25%
Between median and upper quartile Between 25% and 100% on a straight-line basis
Upper quartile 100%
Actual performance:
Above upper quartile threshold
100%
2 The TSR comparator group consists of the constituents of the FTSE Small Cap Index (excluding investment trusts) at the start of the
performance period.
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XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Annual report on remuneration continued
Vesting outcomes for the FY 2024 PSP awards (granted in July 2023) (unaudited) continued
XPS Group’s CO
2
emissions for the three-year period to the end of FY 2026 Portion of award vesting
Below 20% reduction 0%
20% reduction 25%
Between 20% and 30% reduction Between 25% and 100% on a straight-line basis
30% or more reduction 100%
Actual performance
1
:
Above upper threshold
100%
1 The CO
2
emissions are based on Scope 1 and 2 emissions and will be calculated on an emissions per number of employees basis.
For the additional award, vesting is fully based on EPS performance. The details of the EPS target range is shown in
the table below:
Diluted adjusted EPS for the three-year period to the end of FY 2026 Portion of award vesting
CAG of 10% 0%
CAG of between 10% and 15% Between 25% and 100% on a straight-line basis
CAG of 15% or more 100%
Actual performance
1
:
CAG of 24%
100%
1 Measured on a constant tax rate basis to ensure the outturn is an accurate reflection of operational performance.
Based on the above the expected percentage of the total award vesting is 100% of maximum. Details of the shares
under award and their estimated value (based on the three-month average share price at 31 March 2026 of 321.72p
pershare) are as follows.
Executive
Maximum
number of
shares
Number
of shares
to vest
Number
of shares
to lapse
Estimated
value
vesting
£
Ben Bramhall 333,200 333,200 — 1,071,971
Paul Cuff 333,200 333,200 — 1,071,971
Snehal Shah 241,239 241,239 — 776,114
1 Based on the three-month average share price to 31 March 2026.
The awards also receive the value of dividend equivalents.
FY 2025 PSP awards (granted in July 2024) (audited)
These awards comprise nominal cost options with an exercise price of 0.05p per option and vest in 2027 with 70% of
the shares subject to EPS performance, 20% subject to relative total shareholder return and the remaining 10% based
on a reduction of the Company’s CO
2
emissions.
The details of the target ranges are shown in the table below:
Diluted adjusted EPS for the three-year period to the end of FY 2027
1
Portion of award vesting
Compound annual growth in EPS (CAG) of less than 5% 0%
CAG of 5% 25%
CAG of between 5% and 10% Between 25% and 100% on a straight-line basis
CAG of 10% or more 100%
1 Measured on a constant tax rate basis, to ensure the outturn is an accurate reflection of operational performance.
The EPS target range was set considering both the internal and external expectations for EPS performance over the
next three years.
XPS Group’s TSR ranking vs a comparator group of companies
2
Portion of award vesting
Below median 0%
Median 25%
Between median and upper quartile Between 25% and 100% on a straight-line basis
Upper quartile 100%
2 The TSR comparator group consists of the constituents of the FTSE Small Cap Index (excluding investment trusts) at the start of the
performance period.
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XPS Pensions Group plc Annual Report and Accounts 2026

XPS Group’s CO
2
emissions for the three-year period to the end of FY 2027
3
Portion of award vesting
Below 20% reduction 0%
20% reduction 25%
Between 20% and 30% reduction Between 25% and 100% on a straight-line basis
30% or more reduction 100%
3 The CO
2
emissions are based on Scope 1 and 2 emissions and will be calculated on an emissions per number of employees basis.
FY 2026 PSP awards (granted in July 2025) (audited)
These awards comprise nominal cost options with an exercise price of 0.05p per option and vest in 2027 with 70% of
the shares subject to EPS performance, 20% subject to relative total shareholder return and the remaining 10% based
on a reduction of the Company’s CO
2
emissions.
The details of the target ranges are shown in the table below:
Diluted adjusted EPS for the three-year period to the end of FY 2028
1
Portion of award vesting
Compound annual growth in EPS (CAG) of less than 5% 0%
CAG of 5% 25%
CAG of between 5% and 10% Between 25% and 100% on a straight-line basis
CAG of 10% or more 100%
1 Measured on a constant tax rate basis, to ensure the outturn is an accurate reflection of operational performance.
The EPS target range was set considering both the internal and external expectations for EPS performance over the
next three years.
XPS Group’s TSR ranking vs a comparator group of companies
2
Portion of award vesting
Below median 0%
Median 25%
Between median and upper quartile Between 25% and 100% on a straight-line basis
Upper quartile 100%
2 The TSR comparator group consists of the constituents of the FTSE 250 Index (excluding investment trusts) at the start of the performance period.
XPS Group’s CO
2
emissions for the three-year period to the end of FY 2028
3
Portion of award vesting
Below 20% reduction 0%
20% reduction 25%
Between 20% and 30% reduction Between 25% and 100% on a straight-line basis
30% or more reduction 100%
3 The CO
2
emissions are based on Scope 1 and 2 emissions and will be calculated on an emissions per number of employees basis.
External Board appointments
The Executive Directors did not hold any external directorships during the year. The approved Directors’ Remuneration
Policy makes provisions for them to retain any fees for one appointment.
Payments to past Directors (audited)
There were no payments to past Directors in the financial year FY 2026 (FY 2025: £nil).
Payments for loss of office (audited)
No payments were made to any Director in respect of loss of office in the financial year FY 2026 (FY 2025: £nil).
Review of past performance and CEO remuneration table (unaudited)
The graph below shows the TSR of the Company and the FTSE 250 Index (excluding investment trusts) over the
period from admission to 31 March 2026. This is considered an appropriate comparator for XPS Group, which was a
constituent of the FTSE 250 Index during the year.
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XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Annual report on remuneration continued
Total shareholder return
Source: Datastream (an LSEG product)
CEO remuneration table
The table below shows the Co-CEOs’ single total figure of remuneration since admission and the level (as a percentage
of maximum award) of payouts under the incentive plans:
Single total
figure of
remuneration
Annual bonus
payout as %
of maximum
Long-term
incentive
vesting rates
as % of
maximum
2026 Ben Bramhall £2,122,434 88.3% 100%
1
Paul Cuff £2,122,234 88.3% 100%
2025 Ben Bramhall £2,526,934 100% 100%
Paul Cuff £2,526,734 100% 100%
2024 Ben Bramhall £2,080,151 100% 100%
Paul Cuff £2,079,951 100% 100%
2023 Ben Bramhall £1,461,611 100% 66%
Paul Cuff £1,461,411 100% 66%
2022 Ben Bramhall £893,195 79%
2
38%
Paul Cuff £892,995 79% 38%
2021 Ben Bramhall £692,741 68%
3
21%
Paul Cuff £692,541 68% 21%
2020 Ben Bramhall £569,272 30%
4
40%
Paul Cuff £569,272 30% 40%
2019 Ben Bramhall £362,803 12% n/a
Paul Cuff £362,803 12% n/a
2018 Ben Bramhall £546,138 79% n/a
Paul Cuff £545,724 79% n/a
1 The vesting rate relates to the July 2023 award that is due to vest in July 2026 and is, in part, based on estimated vesting levels at 31 March 2026.
2 The bonus was reduced with the agreement of the Co-CEOs from the formulaic outcome of 86%.
3 The bonus was reduced with the agreement of the Co-CEOs from the formulaic outcome of 50%.
4 The bonus was reduced with the agreement of the Co-CEOs from the formulaic outcome of 54%.
Percentage change in remuneration of Directors and employees (unaudited)
The table below presents the year on year percentage change in remuneration received by each Director, compared
with the change in remuneration received by all XPS Group staff.
The percentage changes are impacted where a Director has been in role for part of a year and for Non-Executive
Directors are reflective of changes to individual Committee and other responsibilities, as well as adjustments to fee levels.
31 Mar
2017
31 Mar
2018
31 Mar
2019
31 Mar
2020
31 Mar
2021
31 Mar
2022
31 Mar
2023
31 Mar
2024
31 Mar
2025
31 Mar
2026
15 Feb
2017
400
350
300
250
200
150
100
50
XPS Pensions Group plc FTSE 250 excl. investment trusts
Total shareholder return
(rebased to 100)
90
XPS Pensions Group plc Annual Report and Accounts 2026

Percentage change in
remuneration from
31/03/2021 to 31/03/2022
Percentage change in
remuneration from
31/03/2022 to 31/03/2023
Percentage change in
remuneration from
31/03/2023 to 31/03/2024
Percentage change in
remuneration from
31/03/2024 to 31/03/2025
Percentage change in
remuneration from
31/03/2025 to 31/03/2026
Base
salary
%
Benefits
%
Bonus
%
Base
salary
%
Benefits
%
Bonus
%
Base
salary
%
Benefits
%
Bonus
%
Base
salary
%
Benefits
%
Bonus
%
Base
salary
%
Benefits
%
Bonus
%
Ben
Bramhall 9% 2% 27% 6% 18% 29% 7% 3% 7% 4.5% 2.4% 4.5% 17% 7% 3%
Paul Cuff 9% 2% 27% 6% 18% 29% 7% 3% 7% 4.5% 2.4% 4.5% 17% 7% 3%
Snehal
Shah 9% 2% 27% 6% 17% 29% 7% 3% 19% 4.5% 2.4% 4.5% 17% 6% 3%
Alan
Bannatyne — — — 34% — — 20% — — 25% — — (57%) — —
Margaret
Snowdon
OBE — — — 4% — — 3% — — (4%) — — (17%) — —
Sarah Ing — — — 9% — — 6% — — — — — 0% — —
Aisling
Kennedy — — — — — — 860% — — 20% — — 4% — —
Imogen
Joss — — — — — — — — — 275% — — 12% — —
Martin
Sutherland — — — — — — — — — 215% — — 86% — —
April
Talint yre — — — — — — — — — — — — — — —
Michelle
Cracknell — — — — — — — — — — — — — — —
All UK
employees 5.9% (12%) 14% 10% 6% 46% 8.4% 15% 11% 6.4% 3.2% 5.0% 6.7% 5% 15%
• Alan Bannatyne was appointed as Chair on 30 November 2022, previously Non-Executive Director; accordingly, the
percentage difference shown represents a part year of the increased fee (FY 2023) and a full year (FY 2024). He
stepped down as a Director on 4 September 2025; accordingly, the percentage difference shown represents a
comparison between a full year (FY 2025) and a part year (FY 2026).
• Sarah Ing was appointed as Non-Executive Director on 17 May 2019; accordingly, the percentage difference shown
represents a comparison between a full year (FY 2021) and a part year (FY 2020).
• Aisling Kennedy was appointed as Non-Executive Director on 22 February 2023; accordingly, the percentage
difference shown represents a comparison between a full year (FY 2024) and a part year (FY 2023).
• Imogen Joss was appointed to the Board on 7 December 2023; accordingly the percentage difference shown
represents a comparison between a part year (FY 2024) and a full year (FY 2025).
• Martin Sutherland was appointed to the Board on 7 December 2023; accordingly the percentage difference shown
represents a comparison between a part year (FY 2024) and a full year (FY 2025). He was appointed as Chair on
4September 2025, previously Non-Executive Director; accordingly, the percentage difference shown represents
apart year of the increased fee (FY 2025) and a full year (FY 2026).
• Margaret Snowdon OBE stepped down as a Director on 26 March 2026; accordingly, the percentage difference
shown represents a comparison between a full year (FY 2025) and a part year (FY 2026).
• April Talintyre and Michelle Cracknell were appointed to the Board on 5 March 2026.
CEO pay (unaudited)
The table below sets out the pay ratios for the Group Co-Chief Executive Officers in relation to the equivalent pay for
the lower quartile, median and upper quartile employees (calculated on a full-time basis).
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2026 Option A Total pay ratio 64:1 46:1 30:1
2025 Option A Total pay ratio 72:1 52:1 35:1
2024 Option A Total pay ratio 53:1 39:1 25:1
2023 Option A Total pay ratio 40:1 29:1 21:1
2022 Option A Total pay ratio 31:1 22:1 15:1
2021 Option A Total pay ratio 27:1 19:1 13:1
2020 Option A Total pay ratio 24:1 13:1 11:1
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XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Annual report on remuneration continued
CEO pay (unaudited) continued
Notes
The Company determined the remuneration figures at each quartile with reference to a date of 31 March 2026.
The Group used calculation option A as this is widely regarded as the method resulting in the most robust analysis.
The calculation is based on full-time equivalent pay calculated on the same basis as the single figure table.
This year the ratios have decreased compared to the previous year. This decrease reflects the decrease in the Co-CEOs’
single figure of remuneration for 2026, which can be found on page 90.
The Committee has reviewed the employee data and believes the median pay ratio to be consistent with the pay,
reward and progression policies for the Company’s UK employees over the period.
The total pay and benefits and the salary component of total pay and benefits for the employee at each of the 25th
percentile, median and 75th percentile are shown below:
25th percentile Median 75th percentile
Salary £29,900 £41,053 £60,454
Total pay and benefits £33,076 £46,280 £70,610
Relative importance of spend on pay (unaudited)
The table below details the change in total staff pay between FY 2025 and FY 2026 as detailed in note 8 of the financial
statements, compared with distributions to shareholders by way of dividends, share buy-backs or any other significant
distributions or payments. These figures have been calculated in line with those in the audited financial statements.
£’000 FY 2026 FY 2025 % change
Total gross staff pay 124,881 110,684 13%
Distributions to shareholders 25,047 22,185 13%
Statement of shareholder voting (unaudited)
The table below shows the outcome of the binding vote on the Directors’ Remuneration Policy at the General Meeting
held on 7 March 2024 and the advisory vote on the FY 2025 Directors’ Remuneration Report held on 4 September 2025.
AGM resolution Votes for % Votes against Votes withheld
Directors’ Remuneration Policy 131,060,632 76.44% 40,386,688 4,362,067
Directors’ Remuneration Report 172,359,740 97.09% 5,159,329 383,171
Implementation of Policy for FY 2027 (unaudited information)
This section provides an overview of how the Committee is proposing to implement the Remuneration Policy in the
year ending 31 March 2027.
Base salary
Base salaries are as follows with effect from 1 April 2026:
• Ben Bramhall – £500,620;
• Paul Cuff – £500,620; and
• Snehal Shah – £414,153.
Benefits in kind
Benefits will be paid in line with the Directors’ Remuneration Policy. Details of the benefits received by Executive Directors
are set out in the single figure table on page 84. There is no intention to introduce additional benefits in FY 2027.
Pension
Contribution rates are currently 6% of base salary. Contributions may be made as cash supplements in full or in part.
These contributions are in line with those for the majority of employees in the Group.
Annual bonus
Bonus maxima of 150% of salary will be applied for the Co-Chief Executive Officers and 125% for the Chief Financial Officer.
30% of any bonus earned will normally be deferred into shares for two years. However, where the shareholding guideline of
200% of salary has been met, the compulsory deferral requirement will be reduced to nil. The performance weightings are
as follows: 75% of the bonus will be payable by reference to performance based on adjusted PBT, with performance against
personal/strategic targets determining the extent to which the remaining 25% of the overall bonus opportunity is payable.
In addition:
• no bonus will be payable unless the Committee is satisfied that the Company’s underlying performance
warrants it; and
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XPS Pensions Group plc Annual Report and Accounts 2026

• as set out in the Policy table, bonus payments will also be subject to the Committee considering that the proposed
bonus amounts, calculated by reference to performance against the targets, appropriately reflect the Company’s
overall performance and shareholders’ experience. If the Committee does not believe this to be the case, it may
adjust the bonus outturn accordingly.
Owing to the Board’s concerns about commercial sensitivity, we do not believe it is in shareholders’ interests to
disclose any further details of these targets on a prospective basis. However, the Company is committed to adhering
to principles of transparency and will, provided disclosure of targets is not deemed to be commercially sensitive, make
appropriate and relevant levels of disclosure of bonus targets and performance against these targets for the FY 2027
bonus in next year’s report. The targets will be set to ensure both consistency and fairness to all stakeholders.
PSP awards
It is intended that PSP awards will be made in FY 2027. The award levels will be no more than 150% of salary for the
Co-CEOs and 125% for the CFO. Vesting of the awards will be based on three performance criteria, with the vesting of
70% of the shares subject to EPS performance, 20% subject to relative total shareholder return and the remaining 10%
based on a reduction of the Company’s CO emissions.
The details of the target ranges are shown in the table below:
Diluted adjusted EPS
1
for the three-year period to the end of FY 2029 Portion of award vesting
Compound annual growth in EPS (CAG) of less than 5% 0%
CAG of 5% 25%
CAG of between 5% and 10% Between 25% and 100% on a straight-line basis
CAG of 10% or more 100%
1 Measured on a constant tax rate basis, to ensure the outturn is an accurate reflection of operational performance.
The EPS target range was set considering both the internal and external expectations for EPS performance over the
next three years.
XPS Group’s TSR ranking vs a comparator group
2
of companies Portion of award vesting
Below median 0%
Median 25%
Between median and upper quartile Between 25% and 100% on a straight-line basis
Upper quartile 100%
2 The TSR comparator group consists of the constituents of the FTSE 250 Index (excluding investment trusts) as at the start of the
performance period.
XPS Group’s CO
2
emissions
3
for the three-year period to the end of FY 2029 Portion of award vesting
Below 20% reduction 0%
20% reduction 25%
Between 20% and 30% reduction Between 25% and 100% on a straight-line basis
30% or more reduction 100%
3 The CO
2
emissions are based on Scope 1 and 2 emissions and will be calculated on an emissions per number of employees basis.
Minimum shareholding requirement
To align the interests of Executive Directors with those of shareholders, they are required to build and maintain
significant holdings of shares in the Group over time. The minimum shareholding requirement for Executive Directors
is 200% of base salary for the Co-CEOs and for the CFO.
In addition, Executive Directors will be required to maintain their full minimum shareholding requirement for one year
post-cessation of employment and hold 50% of the requirement for a second year.
The Chair’s and the Non-Executive Directors’ fees
The following fees are effective for FY 2027.
Martin Sutherland receives an annual fee of £215,000 for his role as Board Chair.
The Non-Executive Directors are entitled to a fee of £65,000 p.a., with an additional fee of £15,000 p.a. for the Chair
of the Audit & Risk Committee and £10,000 p.a. for each of the Senior Independent Director, Chair of the Remuneration
Committee and Chair of the Sustainability Committee. The Designated Employee Engagement Non-Executive Director
receives an additional fee of £5,000 p.a.
This report was reviewed and approved by the Board of Directors on 17 June 2026.
Imogen Joss
Chair of the Remuneration Committee
17 June 2026
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XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ report
The Directors present their Annual Report on the activities of XPS Pensions Group plc
(the “Group”), together with the audited financial statements for the year ended
31 March 2026.
The Governance section on pages 52 to 98 forms part
ofthis Directors’ Report. Other requisite components of
this report are set out elsewhere in this Annual Report.
The Strategic Report provides information relating to the
Group’s activities, its business and strategy, the principal
risks and uncertainties faced by the business and
environmental and employee matters. These sections,
together with the Statement of Corporate Governance
and Directors’ Remuneration Report, provide an overview
of the Group and give an indication of future developments
in the Group’s business, so providing a balanced assessment
of the Group’s position and prospects. These reports and
this Directors’ Report have been drawn up and presented
in accordance with, and in reliance upon, applicable
English company law and any liability of the Directors
inconnection with such reports shall be subject to the
limitations and restrictions provided by such law. XPS
Pensions Group plc is a member of the FTSE 250,
tradingunder the ticker symbol XPS.
The table on page 97 details where certain other
information, which forms part of the Directors’ Report,
can be found within this Annual Report.
Going concern
Please refer to the Going Concern Statement in the
Strategic Report on page 40 and the Viability Statement
on page 51 for details on the assessment carried out by
the Directors with regard to going concern.
Results and dividend
The Group’s audited financial statements for the year
ended 31 March 2026 are set out on pages 108 to 143 and
the Company’s audited financial statements are set out
on pages 144 to 150. The Group’s profit after taxation for
the year ended 31 March 2026 was £26.6 million
(FY2025: £30.3 million). An interim dividend of 4.1p per
ordinary share (FY 2025: 3.7p) was paid on 6 February
2026. TheDirectors recommend a final dividend for the
year of9.1p per ordinary share (FY 2025: 8.2p) to be paid
on 21September 2026 to shareholders on the register
on21 August 2026.
Further information regarding dividend policy and
payments can be found in the Financial Review on
page39 and in note 30 to the financial statements
onpage 143.
Post-balance sheet events
There have been no significant post-balance sheet events
to report since 31 March 2026.
Directors
The current Directors of the Company, with summaries
oftheir key strengths and experience, are set out in the
Governance section on pages 54 and 55. Directors on the
Board during the year and up to the date of this report
are as follows:
Martin Sutherland
Ben Bramhall
Paul Cuff
Snehal Shah
Sarah Ing
Aisling Kennedy
Imogen Joss
April Talintyre (appointed 5 March 2026)
Michelle Cracknell (appointed 5 March 2026)
Margaret Snowdon OBE (resigned 26 March 2026)
Alan Bannatyne (resigned 4 September 2025)
Details of the Directors’ service contracts are shown in
the report of the Remuneration Committee on page 81.
Details of share options granted to Directors and the
interests of the Directors in the ordinary shares of the
Company are set out in the Remuneration Report on
pages 86 to 89.
In accordance with its Articles of Association, the
Company made qualifying third-party indemnity
provisions for the benefit of its Directors against any
liability that attaches to them in defending proceedings
brought against them, to the extent permitted by
company law, which were in place throughout the year
and remain in force at the date of this report. In addition,
Directors’ and Officers’ liability insurance cover was
maintained throughout the year at the Company’s
expense and remains in force at the date of this report.
94
XPS Pensions Group plc Annual Report and Accounts 2026

Information Location within Annual Report
Likely future developments in the business of the Company Strategic Report (pages 1 to 51)
Inclusion and diversity Sustainability (page 20)
Employee involvement Sustainability (pages 18 to 21), Co-Chief Executive Officers’
Review (pages 12 and 13) and S172 Statement (pages 60 and
61)
Directors’ share interests Directors’ Remuneration Report (pages 86 to 89)
Emissions and energy consumption Strategic Report (pages 27 to 35)
Financial risk management objectives and policies Note 2 to the financial statements (pages 120 and 121)
Directors’ regard to foster business relationships Strategic Report (pages 60 and 61)
Capital structure
The Company’s issued ordinary share capital and total
voting rights at 31 March 2026 and the date of this report
were 208,355,415 ordinary shares (each with a par value
of 0.05p and all fully paid). There were no ordinary shares
held in treasury. As at 31 March 2026, 5,430,960 ordinary
shares were held in the Employee Benefit Trust, and as at
the date of this report, 5,324,999 shares were held in the
Employee Benefit Trust. Further details of the Company’s
issued share capital are given in note 24 of the financial
statements on page 138.
The Company’s ordinary shares rank pari passu in all
respects with each other, including for voting purposes
and for all dividends. Each share carries the right to
onevote at general meetings of the Company. Further
information on the voting and other rights of shareholders,
including deadlines for exercising voting rights, is set out
in the Company’s Articles of Association and in the
explanatory notes that accompany the Notice of the
Annual General Meeting, which are available on the
Company’s website at www.xpsgroup.com.
Restrictions on shares
The Company’s ordinary shares are freely transferable
and there are no restrictions on the size of a holding.
Transfers of shares are governed by the provisions of
theArticles of Association and prevailing legislation.
Theordinary shares are not redeemable; however, the
Company may purchase any of the ordinary shares,
subject to prevailing legislation and the requirements
ofthe Listing Rules.
The Directors are not aware of any agreements
betweenholders of the Company’s shares that may
resultin restrictions on the transfer of securities or on
voting rights. Awards of shares under the Company’s
Performance Share Plan incentive arrangement are
subject to restrictions on the transfer of shares prior
tovesting.
As at the date of this report, the Trustee of the Group’s
Employee Benefit Trust holds 5,324,999 ordinary shares
in the Company but has waived its entitlement to
dividends anddoes not seek to exercise the voting rights
on thoseshares.
Major interests in shares
The table on page 96 shows the interests in shares
(whether directly or indirectly held) notified to the
Company in accordance with Chapter 5 of the Disclosure
Guidance and Transparency Rules as at 31 March 2026
and 31 May 2026 (being the latest practicable date prior
to publication of this Annual Report).
Appointment and retirement of Directors
The Board may from time to time appoint one or
moreadditional Directors so long as the total number
ofDirectors does not exceed the limit of 12 prescribed
inthe Articles of Association. Any person so appointed
will retire at the next Annual General Meeting and then
beeligible for re-election. The UK Corporate Governance
Code recommends that all Directors be subject to annual
re-election by shareholders. All Directors will offer
themselves for re-election at the 2026 Annual
GeneralMeeting.
Powers of Directors
The business of the Company shall be managed by
theDirectors, who may exercise all powers of the
Company, subject to legislation, the provisions of the
Articles of Association and any directions given by
special resolution. The Articles of Association contain
specific provisions governing the Company’s power to
borrow money and also provide the powers to issue
shares and to make purchases of its own shares. In
accordance with the authorities granted at the 2025
Annual General Meeting, the Directors are authorised,
within certain limits, to allot shares or grant rights to
subscribe for shares in the Company and to make market
purchases of the Company’s own shares representing up
to 10% of its share capital at that time. Details of the
proposed renewal of authorities of the Directors are set
out in the Notice of the 2026 Annual General Meeting.
95
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Political donations
No political contributions were made, or political
expenditure incurred, by the Company and its
subsidiaries during the year (FY 2025: £nil).
Provisions on change of control
The Company is subject to a change of control provision
in the following significant agreement:
The Company’s £120 million agreement with HSBC UK
Bank plc, Barclays Bank plc, Lloyds Bank plc, Credit
Industrial et Commercial–London Branch and Northern
Bank Ltd t/a Danske Bank in multicurrency revolving
facilities, with a further uncommitted facility of up to
£50million, includes a customary provision permitting a
lending counterparty to (upon notice) cancel its lending
commitment to the Group and requires repayment of
itsrelated loans following a change of control of
theCompany.
The Company does not have agreements with any
Director or employee that would provide specific
compensation for loss of office or employment resulting
from a takeover, except that provisions of the Company’s
Performance Share Plan incentive arrangement may
cause awards to vest on a takeover.
Articles of Association
A copy of the full Articles of Association is available on
the Company’s website. The Company’s Articles of
Association may only be amended by a special resolution
of shareholders in a general meeting.
Auditor and disclosure of information to the auditor
In accordance with Section 418 of the Companies Act
2006, each of the Directors who were members of the
Board at the date of the approval of this report
confirms that:
• so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is
unaware; and
• the Director has taken all steps that they ought to have
taken as a Director to make themselves aware of any
relevant audit information and to establish that the
Company’s auditor is aware of that information.
The Company’s auditor, BDO LLP, has expressed its
willingness to continue in office and the Board has
agreed, based on the recommendation of the Audit &
Risk Committee, that a resolution for its reappointment
will be proposed at the forthcoming Annual
General Meeting.
Annual General Meeting
Details of the forthcoming Annual General Meeting are given
in the Statement of Corporate Governance on page 59.
Directors’ report continued
As at 31 March 2026 As at 31 May 2026
Shareholder
Number
of ordinary
shares
Percentage
of total
voting rights
Number of
ordinary
shares
Percentage
of total
voting rights
BlackRock 24,460,379 11.74% 22,432,729 10.77%
Gresham House Asset Management 16,619,266 7.98% 16,612,111 7.97%
J.P Morgan Asset Management 16,298,279 7. 82% 16,202,527 7.78%
Aberdeen 16,141,600 7.75% 16,799,870 8.06%
Mawer Investment Management 15,731,203 7.55% 15,412,414 7.40%
Montanaro Asset Management 7,770,000 3.73% 7,755,000 3.72%
BNP Paribas Asset Management 7,022,079 3.37% 7,117,782 3.42%
Janus Henderson Investors 6,682,779 3.21% 7,038, 373 3.38%
96
XPS Pensions Group plc Annual Report and Accounts 2026

Listing Rule (LR) disclosures
The information required to be disclosed by LR6.6.1R can be found in the following locations:
Item Location
Interest capitalised None
Publication of unaudited financial information Not applicable
Details of long-term incentive schemes Details of the Company’s long-term incentive scheme can be
found in the Remuneration Committee Report on pages 77
and 86 to 89
Waiver of emoluments by a Director None
Waiver of future emoluments by a Director None
Non-pre-emptive issues of equity for cash Not applicable
Non-pre-emptive issues of equity for cash in relation to major
subsidiary undertakings
Not applicable
Contracts of significance in which a Director is or was interested None
Provision of services by a controlling shareholder Not applicable
Shareholder waiver of dividend for the year and future dividends Dividend waiver by the Trustee of the Group’s Employee
Benefit Trust – see page 95 of this report
Agreements with controlling shareholder Not applicable
The Directors’ Report was approved by the Board of Directors of XPS Pensions Group plc. By order of the Board:
Snehal Shah
Chief Financial Officer
17 June 2026
97
XPS Pensions Group plc Annual Report and Accounts 2026
Governance

Directors’ responsibility statement
The Directors are responsible for preparing the Annual
Report and Accounts in accordance with applicable laws
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the Group financial
statements and have elected to prepare the Company
financial statements in accordance with UK-adopted
International Financial Reporting Standards. Under
company law the Directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and
Company and of the profit or loss for the Group and
Company for that period. In preparing these financial
statements, the Directors are required to:
• select suitable accounting policies and then apply
themconsistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with UK-adopted International Financial Reporting
Standards subject to any material departures disclosed
and explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
• prepare a Directors’ Report, a Strategic Report and
aDirectors’ Remuneration Report which comply with
the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006 and, as regards the
Group financial statements, Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Statement of the Directors in respect of the Annual
Report and Accounts
As required by the UK Corporate Governance Code,
theDirectors confirm that they consider that the Annual
Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy. When arriving
at this position the Board was assisted by anumber of
processes, including the following:
• the Annual Report is drafted by appropriate senior
management with overall co-ordination by Internal
Communications and Company Secretarial teams
toensure consistency across sections;
• an extensive verification process is undertaken
toensure factual accuracy;
• comprehensive reviews of drafts of the Annual Report
are undertaken by members of the Executive Board
and senior management team; and
• the final draft is reviewed by the Audit & Risk
Committee prior to consideration by the Board.
Responsibility statement
The Directors confirm that to the best of their knowledge:
• the Group financial statements, prepared in accordance
with UK-adopted International Accounting Standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group; and
• the Annual Report includes a fair review of the
development and performance of the business and the
financial position of the Group and the Parent Company
as a whole, together with a description of the principal
risks and uncertainties that they face.
Snehal Shah
Chief Financial Officer
17 June 2026
98
XPS Pensions Group plc Annual Report and Accounts 2026

Independent auditor’s report
to the members of XPS Pensions Group plc
Report on the audit of the financial statements
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at
31 March 2026 and of the Group’s profit and the Group’s and the Company’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
• the Company financial statements have been properly prepared in accordance with UK adopted international
accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the statements of XPS Pensions Group Plc (the ‘Company’) and its subsidiaries (the ‘Group’)
fortheyear ended 31 March 2026 which comprise of the following:
Group Company
Consolidated Statement of Comprehensive Income Statement of Financial Position – Company
Consolidated Statement of Financial Position Statement of Changes in Equity – Company
Consolidated Statement of Changes in Equity Statement of Cash Flows – Company
Consolidated Statement of Cash Flows Notes 1 to 14 to the financial statements – Company
Notes 1 to 31 to the consolidated financial statements
Material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards and as regards the Company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Company in accordance with the ethical requirements that are relevant
toour audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit
services prohibited by the FRC’s Ethical Standard were not provided to the Group and the Company and we remain
independent of the Group and the Company in conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group
and the Company’s ability to continue to adopt the going concern basis of accounting included:
• assessing the reasonableness of assumptions in preparation of cash flow forecasts, with consideration of historical
performance, review and challenge of revenue growth rate assumptions, impact of geopolitical and macroeconomic
factors, and the Group’s ability to meet working capital requirements over the going concern period;
• assessing the current period actuals against the prior period forecasts and also assessing the period to May 2026
actuals against current period forecast to determine forecasting ability;
• assessing the Directors’ going concern assessment and mathematical accuracy of cash flow forecasts and sensitivity
used in respect of the worst case scenario model using our knowledge of the business;
• reviewing the terms and period of the Group’s bank facility agreement and consideration of the sufficiency of the
facility available throughout the going concern period;
• considering the Group’s compliance with banking covenants and related headroom in light of the Directors’ worst
case scenario modelled;
• considering the options available to the Directors’ to mitigate the impact of the worst case scenario and whether
such actions are within their control; and
• considering the adequacy of the disclosures in the financial statements against the requirements of the accounting
standards and consistency of the disclosure with the forecast and the worst case scenario.
99
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Independent auditor’s report continued
to the members of XPS Pensions Group plc
Conclusions relating to going concern continued
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group and the Company’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as
to the Group and the Company’s ability to continue as a going concern.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Overview
Key audit matters
2026 2025
Revenue recognition:
Existence of unbilled revenue (contract asset- accrued
income) in the Group’s general ledger application
given the opportunity for management override in
the manual data transfer process between the
Group’s timesheet recording application and the
Group’s general ledger application.
Revenue recognition:
Valuation of contract assets – accrued income.
The key audit matter from 2025 is no longer considered to be a key audit matter in 2026. Thevaluation
of the year end contract asset is no longer considered a significant risk given the continued accuracy of
individual fee earner assessments. In the current year, we identified a fraud risk in revenue recognition
given the opportunity for management override in the manual data transfer process between the
Group’s timesheet recording application and the Group’s general ledger application.
Materiality Group financial statements materiality as a whole is £2.3m (2025: £1.7m) based on 3% of Group Adjusted
EBITDA (2025: 3% of Group EBITDA).
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial
reporting framework and the Group’s system of internal control. We identified and assessed the risks of material
misstatement of the Group financial statements including with respect to the consolidation process. We then applied
professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
There are 21 entities within the Group including the Company. The nature of the entities in the group is as follows:
• 11 entities are trading entities, including the Company, which have financial impact on the Group’s financial
statements; and
• 10 entities which are holding and dormant companies which have minimal financial impact on the Group’s
financialstatements.
Based on the nature of the entities within the Group, the revenue generating activities, the relevant IT applications,
and the location of the entities, we identified 4 components of the Group, with each entity being assigned to
onecomponent.
All trading entities except XPS Pensions Plc (the Company) and XPS SIPP Services Limited generate revenue
from Advisory and Administration services. All entities in the Advisory and Administration component also have
aconsistent control environment and utilise the same IT applications.
XPS SIPP Services Limited is in a separate component as this is in a different geographical location to the rest of the
Group and generates revenues from SIP services which is unique to this component.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to
obtain sufficient appropriate evidence. These further audit procedures included:
• procedures on the entire financial information of the component, including performing substantive procedures and
tests of operating effectiveness of controls;
• procedures on one or more classes of transactions, account balances or disclosures; and
• risk assessment procedures.
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XPS Pensions Group plc Annual Report and Accounts 2026

An overview of the scope of our audit continued
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that included
the following:
Component Component name Entities Group audit scope
1
Company
XPS Pensions Group Plc Statutory audit and procedures on
the entire financial information of
thecomponent.
2
Advisory and
Administration
• XPS Consulting Limited
• XPS Pensions Consulting Limited
• XPS Administration Limited
• XPS Investment Limited
• XPS Pensions Limited
• XPS Pensions (RL) Limited
• XPS Pensions (Trigon) Limited
• Penfida Limited
• Polaris Actuaries and Consultants Limited
Procedures on the entire financial
information of the component,
including performing substantive
procedures and tests of operating
effectiveness of controls.
3
SIP
XPS SIPP Services Limited Procedures on one or more classes
of transactions, account balances
or disclosures and risk assessment
procedures.
4
Dormant entities
and Holding
companies
• Xafinity Pension Trustees Limited
• Hazell Carr (AT) Services Limited
• Hazell Carr (SG) Services Limited
• Hazell Carr (ES) Services Limited
• Hazell Carr (PN) Services Limited
• Hazell Carr (SA) Services Limited
• XPS Holdings Limited
• XPS Administration Holdings Limited
• MJF Pension Trustees Limited
• MJF SSAS Trustees Limited
Risk assessment procedures.
The Group engagement team has performed all procedures directly and has not involved component auditors in the
Group audit.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of controls with a
centralised function for the head office and finance team. There is similarity of the group’s activities and business lines
in relation to all financial statement areas, except revenues earned in the SIP component. We therefore designed and
performed procedures centrally for all financial statement areas.
The group operates a centralised IT function that supports IT processes for all components. This IT function is subject
to specified risk-focused audit procedures, predominantly the testing of the relevant IT general controls and IT
application controls.
Changes from the prior year
There have been no significant changes to the Group’s audit scope from prior year.
There has been a minor change to the current year audit scope to include the Polaris Actuaries and Consultants
Limited entity in the Advisory and Administration component given the commonality with all the other entities in this
component and its contribution of 12 months of trade to the Group. In FY 2025, this entity was in its own component
and the scope included procedures on one or more classes of account balance and risk assessment procedures,
whereas this year the scope includes procedures on the entire financial information of the entity.
101
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Independent auditor’s report continued
to the members of XPS Pensions Group plc
How climate change affected the scope of our audit
The Group has determined that the climate change does not currently have a material impact on its operations.
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial
statements included:
• enquiries and challenge of management to understand the actions they have taken to identify climate-related risks
and their potential impacts on the financial statements and adequately disclose climate-related risks within the
Annual Report and Accounts; and
• review of the minutes of Board and Audit and Risk Committee meeting and other papers related to climate change
and performed a risk assessment as to how the impact of the Group’s climate change targets as set out on page 33
may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives
and targets have been reflected, where appropriate, in the Directors’ going concern assessment and Viability Statement.
The management disclosures on pages 16 to 35 form part of the Strategic Report. Our responsibilities in relation
to these disclosures are described in the relevant section of this report and our procedures on these disclosures
therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our
knowledge obtained from the audit or otherwise appear to be materially misstated.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition:
Existence of unbilled revenue
(contract asset – accrued
income) in the Group’s general
ledger application given the
opportunity for management
override in the manual data
transfer process between the
Group’s timesheet recording
application and the Group’s
general ledger application.
At the year end the Group
value of contract assets –
accrued income for Advisory
and Administration revenue is
£24.1million (2025: £18.9million)
as disclosed in note 17 of the
financial statements.
Unbilled revenue for the Group
could be subject to manipulation
by Management because of the
manual interface that occurs
when posting the month end
contract asset balance valued in
the Group’s timesheet recording
application to the Group’s general
ledger application.
The existence of a manual
interface between the two
applications provides the
opportunity for Management to
misstate the month end contract
asset balance.
This risk is present only in the
Advisory and Administration
revenue stream, as the timesheet
recording application is specific to
the Advisory and Administration
component.
We have determined that the
opportunity for management
override is present throughout
the year through the monthly
data transfer between two
applications with no specific point
during the year where there is an
enhanced risk. However, the risk
identified crystallises within the
population of unbilled revenue
recognised as a contract asset
within the Group’s general ledger
application.
As a result of the above, and the
required IT focus in addressing
the significant risk, we consider
this to be a key audit matter.
We have performed the following procedures in testing the risk in relation
to the transfer of data between the timesheet recording application and
the general ledger application:
• With the assistance of our BDO Digital experts, we performed a
substantive data reconciliation, comparing the value of the project level
contract asset recorded in the timesheet recording application and the
value recognised in the general ledger application at each month end.
The data reconciliation uses a unique identifier to match the transactions
in the two applications. The reports have been extracted directly
from the applications. Where transactions in time recording system
are not matched to a journal in the general ledger, we performed risk
assessment procedures to evaluate whether they are within our defined
key risk criteria.
• We have defined key risk criteria based on our understanding of the
revenue process involving the fee earners and the billing team. These
risk criteria determine the attributes the usual populations of data in
the monthly data transfer process. The substantive data reconciliation
identifies any transactions outside of these usual populations. We tested
the unusual transactions substantively to third party documentation
including engagement letters, communication between the fee earner
and the customer, subsequent invoices and cash receipts to assess if the
revenue exists and is free from management override.
• We evaluated the design and implementation of the relevant IT general
controls of the two applications.
• We tested the operating effectiveness of IT general controls and
automated IT application controls around time recording in the time
recording application.
• Evaluated the design and implementation of the manual control
relating to Management’s review of the year end transfer of the contact
asset from the time recording application to the Group’s general
ledgerapplication.
Key observations:
Our audit procedures over the key audit matter did not identify any issues
with the existence of unbilled revenue (contract assets – accrued income).
102
XPS Pensions Group plc Annual Report and Accounts 2026

Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a
lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements
below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Group financial statements Company financial statements
2026
£m
2025
£m
2026
£m
2025
£m
Materiality 2.3 1.7 1.7 1.3
Basis for
determining
materiality
3% of Adjusted
EBITDA
3% of EBITDA 4% of Company Net
Assets capped at 75%
of Group Materiality
4% of Company Net
Assets capped at 75%
of Group Materiality
Rationale for the
benchmark applied
In the prior year, EBITDA was the materiality
benchmark used, however, given the impact of
the Polaris post acquisition remuneration
charge (see note 5) on the Group’s financial
performance in the current year, Adjusted
EBITDA is calculated by excluding this
remuneration charge, then Adjusted EBITDA
reflects the underlying performance of the
Group better and is considered to be the most
prominent key performance indicator for the
Group, which users of these financial
statements are most interested in.
The Company as the parent plc with no revenue
means that Net Assets are the most appropriate
benchmark.
The Company materiality was capped at a
percentage of Group materiality after an
assessment of aggregation risk.
Performance
materiality
1.7 1.3 1.3 1.0
Basis for
determining
performance
materiality
75% of Group Materiality 75% of Company Materiality
Rationale for the
percentage applied
for performance
materiality
This threshold is are based on our knowledge of
the Group and Company, control environment
over financial reporting, history of misstatements
in previous periods and management’s attitude to
proposed adjustments.
There are few areas of complex estimates in the
Group and Company, reflecting a lower level of
management judgement across the financial
statements.
This threshold is based on our knowledge of the
Group and Company, control environment over
financial reporting, history of misstatements in
previous periods and management’s attitude to
proposed adjustments.
Component materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group,
apart from the Company whose materiality and performance materiality are set out above, based on a percentage
of between 40% and 80% (2025: 12% and 85%) of Group performance materiality dependent on a number of factors
including; expected total value of known and likely misstatements, aggregation effect of the planned nature of testing,
precision of estimates and our assessment of the risk of material misstatement of those components Component
performance materiality ranged from £678,000 to £1,356,000 (2025: £150,000 to £1,100,000).
Reporting threshold
We agreed with the Audit and Risk Committee that we would report to them all individual audit differences in excess
of £113,000 (2025: £69,000). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
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XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Independent auditor’s report continued
to the members of XPS Pensions Group plc
Other information
The Directors are responsible for the other information. The other information comprises the information included in the
‘Annual Report and Accounts’ other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going concern, longer-
term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements, or our knowledge obtained
during the audit:
Going concern
andlonger-term
viability
• the Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 40;
• the Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 51; and
• the Directors’ statement on whether they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities set out on page 51.
Other Code
provisions
• the Directors’ statement on fair, balanced and understandable set out on page 98;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 50;
• the section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on pages 43 to 50; and
• the section describing the work of the Audit and Risk Committee set out on pages 65 to 67.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required
by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report
and Directors’
report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic
report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which
we are required
to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Company financial statements and the part of the Directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
104
XPS Pensions Group plc Annual Report and Accounts 2026

Responsibilities of Directors
As explained more fully in the Directors’ responsibility statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with
governance of the Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• our understanding of the Group and the industry in which it operates;
• discussion with management and those charged with governance; and
• obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be:
• those that relate to the financial reporting framework (UK- adopted international accounting standards);
• UK Listing Rules, Companies Act 2006 and UK Corporate Governance Code; and
• relevant UK tax legislation.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material
effect on the amount or disclosures in the financial statements, for example through the imposition of fines or
litigations. We identified such laws and regulations to be the health and safety legislation, employment laws, consumer
protection laws and regulations, and the Financial Conduct Authority regulations, including client money rules.
Our procedures in respect of the above included:
• enquiries of management whether there were any litigations and claims. Where specific claims are recognised,
agreeing the valuation of the provision to third party documentation and assessing the likelihood of settlement through
considering management’s accuracy in the judgements made in historic claims. We also challenged the completeness of
provision made against any claims not recognised and completeness of the claims listing notified to the insurer;
• enquiries of the Risk and Compliance team of the Group and the Company;
• review of minutes of meetings of the Board of Directors for any instances of non-compliance with laws and regulations;
• review of correspondences with regulatory and tax authorities for any instances of non-compliance with laws
andregulations;
• review of financial statement disclosures and agreeing to supporting documentation;
105
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Independent auditor’s report continued
to the members of XPS Pensions Group plc
Auditor’s responsibilities for the audit of the financial statements continued
Non-compliance with laws and regulations continued
• involvement of tax specialists in the audit; and
• review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk
assessment procedures included:
• enquiry with management and those charged with governance, including the Audit and Risk Committee regarding
any known or suspected instances of fraud;
• obtaining an understanding of the Group’s policies and procedures relating to:
• detecting and responding to the risks of fraud; and
• internal controls established to mitigate risks related to fraud;
• review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud; and
• performing an assessment of the Group’s IT general control environment and as part of this work, we tested the
operating effectiveness of IT general controls over the Group’s time recording system and IT application level
controls within the time recording system.
Based on our risk assessment, we considered the areas most susceptible to fraud to be:
• management override of controls, specifically the risk of management overriding the control environment to
overstate adjusted EBITDA, including the posting of adjustments to revenue in the general ledger outside the
process of recording the month end contract asset; and
• the existence of unbilled revenue (contract asset – accrued income) in the Group’s general ledger application given
the opportunity for management override in the manual data transfer process between the timesheet recording
application and the Group’s general ledger application.
Our procedures in respect of the above included:
• tested journal entries throughout the year which met defined risk criteria, together with an additional sample
of journals that fell outside of this risk threshold, by agreeing to supporting documentation. We checked if the
transactions were bona fide business transactions;
• assessing significant estimates and judgements made by management for bias on an aggregate basis in the Group
financial statements; and
• in response to the fraud risk identified in the existence of unbilled revenue (contract asset – accrued income),
procedures performed are set out in the ‘Key Audit Matters’ section of this report.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members who were all deemed to have appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through
collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance
with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we
are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
106
XPS Pensions Group plc Annual Report and Accounts 2026

Other matters which we are required to address
Following the recommendation of the Audit and Risk Committee, we were appointed by the Members on 27 February
2013 to audit the financial statements for the year ended 31 March 2014 and subsequent financial periods, noting
the listing of the Company in the year ended 31 March 2017. Our total uninterrupted period of engagement including
competitive retenders and reappointments is 13 years, covering the years ended 31 March 2014 to 31 March 2026.
Our audit opinion is consistent with the additional report to the Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.15R
– 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
Tim Neathercoat (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London
17 June 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
107
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Consolidated statement of comprehensive income
for the year ended 31 March 2026
Year ended 31 March 2026
Year ended 31 March 2025
items
1
items
1
Revenue
6
262 ,65 9
—
262 , 659
23 1,7 8 5
—
2 3 1 ,7 8 5
Other operating (expense)/income
5
—
(1 1 0)
(11 0)
—
988
98 8
Operating expenses
7
(193 ,9 92)
(2 5 , 327)
(219,319)
(16 8,888)
(1 9,703)
(1 8 8 , 591)
Profit/(loss) from operating activities
68 , 6 67
(25 ,4 37)
43, 230
62 , 897
(18 ,7 1 5)
4 4,1 8 2
Finance income
11
91
—
91
1 09
—
109
Finance costs
11
(4 , 6 0 7)
—
(4 , 6 0 7)
(3 , 5 41)
—
(3 , 541)
Profit/(loss) before tax
6 4 ,1 51
(2 5, 437)
3 8 ,7 14
59, 46 5
(18 ,7 1 5)
40, 750
Income tax (expense)/credit
12
(16,214)
4,0 58
(1 2 ,1 5 6)
(14,353)
3,946
(1 0 , 4 07)
comprehensive income/(loss) for the year
47, 93 7
(21 , 37 9)
26, 558
45 ,11 2
(1 4 , 76 9)
3 0,3 43
Pence
Pence
Pence
Pence
Earnings per share attributable to the
ordinary equity holders of the Company:
Adjusted
Adjusted
Basic earnings per share
28
23.5
—
13.0
21.9
—
1 4 .7
Diluted earnings per share
28
22 . 3
—
12 . 4
20.6
—
13. 8
items
1
items
1
EBITDA
75, 6 62
(15 ,9 66)
59, 696
69, 676
(11 ,666)
5 8 ,01 0
Depreciation and amortisation
13, 14, 15
(6, 9 9 5)
(9, 471)
(16,466)
(6 , 7 7 9)
(7, 0 4 9)
(1 3 , 8 28)
Profit/(loss) from operating activities
6 8 , 667
(2 5, 437)
43 , 230
62 , 8 97
(1 8 ,7 15)
44 ,1 82
1 See note 5 for additional information regarding non-trading and exceptional items.
The notes on pages 112 to 143 form part of these financial statements.
108
XPS Pensions Group plc Annual Report and Accounts 2026

Consolidated statement of financial position
as at 31 March 2026
Property, plant and equipment
13
5,889
5 , 278
Right-of-use assets
14
14 , 373
13, 8 35
Intangible assets
15
2 1 8 , 2 47
222,998
Other long-term receivables
16
2, 985
5 , 97 1
24 1,494
24 8 , 0 8 2
Trade and other receivables
17
70, 4 32
60, 68 3
Current income tax asset
714
—
Cash and cash equivalents
18
16,848
14 ,7 1 7
8 7, 9 9 4
75, 40 0
Total assets
329,488
323 , 48 2
Loans and borrowings
19
62, 2 51
54 ,02 1
Lease liabilities
14
1 2 , 473
12 ,038
Provisions
21
2 , 717
2, 9 03
Trade and other payables
23
5,488
670
Deferred tax liabilities
22
1 7, 0 70
16 ,1 38
99,999
8 5 ,7 70
Lease liabilities
14
3 , 353
2,91 5
Provisions
21
3,728
2,70 0
Trade and other payables
23
4 7, 5 6 1
46 ,45 6
Current income tax liabilities
—
234
54, 642
52 , 305
Total liabilities
15 4 , 6 41
13 8 ,0 75
Net assets
1 74 , 8 4 7
1 8 5 , 4 07
Share capital
24
104
104
Share premium
25
1 ,78 6
1 ,78 6
Merger relief reserve
25
4 8 , 6 87
4 8 ,6 87
Investment in own shares held in trust
25
(18 , 233)
(1 5 ,142)
Retained earnings
25
142 , 503
1 49 , 97 2
Total equity
1 74 , 8 4 7
1 8 5 , 4 07
The notes on pages 112 to 143 form part of these financial statements.
The financial statements were approved by the Board of Directors on 17 June 2026 and were signed on its behalf by:
Snehal Shah
Chief Financial Officer
17 June 2026
Registered number: 08279139
109
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Consolidated statement of changes in equity
for the year ended 31 March 2026
Balance at 1 April 2024
104
1 ,7 8 6
48 ,6 87
(2,925)
1 38 , 202
185,85 4
Profit after tax and total comprehensive income for the year
—
—
—
—
30, 343
30, 3 43
Dividends paid (note 30)
—
—
—
—
(2 2 ,1 85)
(2 2 ,1 8 5)
Dividend equivalents paid on vested share options
—
—
—
—
(5 91)
(591)
Shares purchased by Employee Benefit Trust for cash
—
—
—
(1 8 ,7 1 5)
—
(1 8 ,7 1 5)
Trust for cash
—
—
—
6 , 498
(5 , 6 3 0)
868
Share-based payment expense – IFRS 2 charge (note 10)
—
—
—
—
5, 946
5,946
expense (note 22)
—
—
—
—
2, 366
2, 366
expense
—
—
—
—
1, 52 1
1, 52 1
Total contributions by and distributions to owners
—
—
—
(12, 2 17)
(1 8 , 573)
(3 0 ,7 9 0)
Balance at 31 March 2025
104
1 ,78 6
48 ,6 87
(15 , 142)
1 49 , 97 2
1 8 5 , 4 07
Balance at 1 April 2025
104
1 ,78 6
4 8 , 6 87
(1 5 ,142)
14 9 , 97 2
1 8 5 , 4 07
Profit after tax and total comprehensive income for the year
—
—
—
—
26 , 558
26, 55 8
Dividends paid (note 30)
—
—
—
—
(2 5 ,0 47)
(2 5 ,0 47)
Dividend equivalents paid on vested share options
—
—
—
—
(8 8 3)
(8 8 3)
Shares purchased by Employee Benefit Trust for cash
—
—
—
(20,914)
—
(20,914)
Trust for cash
—
—
—
1 7, 8 2 3
(15,548)
2, 275
Share-based payment expense – IFRS 2 charge (note 10)
—
—
—
—
7, 4 7 8
7, 4 7 8
expense (note 22)
—
—
—
—
(2 ,999)
(2 ,999)
expense
—
—
—
—
2 , 97 2
2 , 972
Total contributions by and distributions to owners
—
—
—
(3,091)
(3 4 ,027)
(3 7, 1 1 8)
Balance at 31 March 2026
104
1 ,78 6
48 , 6 87
(1 8, 2 33)
142 , 5 03
1 74 , 8 47
The notes on pages 112 to 143 form part of these financial statements.
110
XPS Pensions Group plc Annual Report and Accounts 2026

Consolidated statement of cash flows
for the year ended 31 March 2026
Profit for the year
26, 558
3 0,3 43
Depreciation
13
1 ,234
1,03 4
Depreciation of right-of-use assets
14
2 ,986
2 , 9 62
Amortisation
15
12 , 246
9 , 832
Finance income
11
(9 1)
(1 0 9)
Finance costs
11
4 , 6 07
3 , 541
Gain on acquisition of business
5
—
(9 8 8)
Fair value loss on consideration paid
5
110
—
Share-based payment expense
10
7, 0 2 5
5, 946
Income tax expense
12
1 2 ,1 5 6
1 0 ,4 07
66,831
62,9 68
Increase in trade and other receivables
(6 , 76 3)
(1 3 , 5 0 9)
Increase in trade and other payables
5,7 13
2,0 60
Increase in provisions
405
1 ,4 49
66 ,1 8 6
52, 9 68
Income tax paid
(1 0 , 970)
(11 ,15 2)
Net cash inflow from operating activities
55, 216
41 , 8 1 6
Finance income received
11
91
109
Acquisition of subsidiary, net of cash acquired
—
(1 3 , 7 74)
Purchases of property, plant and equipment
13
(2 ,149)
(2 ,1 01)
Purchases of intangibles
15
(7, 8 2 7)
(6 , 0 8 9)
Net cash outflow from investing activities
(9, 8 85)
(2 1 , 85 5)
Proceeds from existing loans
18,000
39, 3 33
Repayment of loans
(1 0,00 0)
(9,00 0)
Payment relating to extension of loan facility
—
(3 32)
Proceeds from the exercise of share options settled by EBT shares
2 , 275
868
Purchase of own shares by EBT
(20,9 14)
(1 8 ,7 1 5)
Interest paid
(3 ,7 1 0)
(2 , 3 12)
Lease interest paid
(666)
(3 1 8)
Payment of lease liabilities
(2 , 2 55)
(1 , 9 97)
Dividends paid to the holders of the Parent
30
(2 5,0 47)
(2 2,1 8 5)
Dividend equivalents paid on vesting of share options
(8 83)
(5 91)
Net cash outflow from financing activities
(43 , 20 0)
(1 5 , 249)
Net increase in cash and cash equivalents
2 ,1 3 1
4 ,7 12
Cash and cash equivalents at start of year
14 ,7 17
10,0 05
Cash and cash equivalents at end of year
18
16,848
14 ,7 1 7
The notes on pages 112 to 143 form part of these financial statements.
111
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements
for the year ended 31 March 2026
1 Accounting policies
XPS Pensions Group plc (the “Company”) is a public limited company incorporated in the UK. The principal activity of
the Group is consulting and administration services relating to UK pension schemes and insurers. The registered office
is Phoenix House, 1 Station Hill, Reading RG1 1NB. The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the “Group”).
Basis of preparation
These consolidated financial statements have been prepared in accordance with UK-adopted International Accounting
Standards. The consolidated financial statements have been prepared under the going concern basis.
The preparation of financial statements in accordance with the requirements of International Financial Reporting
Standards (IFRS) requires management to exercise its judgement in the process of applying the Group’s accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed at the end of this section.
The material accounting policies adopted in the preparation of the financial statements are set out below. The policies
have been consistently applied to all the periods presented, unless otherwise stated.
Functional and presentation currency
The financial statements are presented in British pounds which is the Company’s functional currency. Figures are
rounded to the nearest thousand.
Measurement convention
The financial information is prepared on the historical cost basis.
Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if
all three of the following elements are present: power over the investee; exposure to variable returns from the investee;
and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts
and circumstances indicate that there may be a change in any elements of control.
The consolidated financial information presents the results of the Company and its subsidiaries (the “Group”) as
if they formed a single entity. Intercompany transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial information incorporates the results of business combinations using the acquisition method.
In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date, with the exception of right-of-use assets and lease liabilities,
which are measured at the present value of the lease liability discounted at the acquisition date incremental borrowing
rate (a rate that represents the amount that would be charged to acquire an asset of similar value for a similar period),
with an adjustment to right-of-use assets to reflect favourable/non-favourable lease terms. The results of the acquired
operations are included in the consolidated statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control ceases.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation. For items acquired as part
of a business combination, cost comprises the deemed fair value of those items at the date of acquisition. Depreciation
on those items is charged over their estimated remaining useful lives from that date.
Depreciation is charged to profit and loss in the statement of comprehensive income on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and equipment. Estimated useful lives are as follows:
• Office equipment 3 to 10 years
• Leasehold improvements Over the remaining life of the lease
• Fixtures and fittings 3 to 10 years
Going concern
IFRS Accounting Standards require the Directors to consider the appropriateness of the going concern basis when
preparing the financial statements. The Directors have taken notice of the Financial Reporting Council guidance,
“Guidance on the going concern basis of accounting and reporting on solvency and liquidity risks”, which requires
the reasons for this decision to be explained.
Management has prepared cash flow forecasts up to 31 October 2027, which the Directors have approved. This is
defined as the going concern review period, and includes the 12-month period from the date of approval of these
financial statements. This period has been chosen as October is the lowest point in the Group’s working capital and
cash cycle. These forecasts show that during the going concern review period the Group is expected to generate
sufficient cash from its operations to settle its liabilities as they fall due without the requirement for additional
borrowings. Inflationary increases have been modelled using the OBR inflation forecasts for that period, and interest
rate changes have been included in the forecasts based on latest market projections.
112
XPS Pensions Group plc Annual Report and Accounts 2026

1 Accounting policies continued
Going concern continued
The Group’s banking facility at the balance sheet date is in place until March 2029 and gives the Group access
to a revolving credit facility of £120 million with an accordion of £50 million. The facility is subject to two covenants
– net leverage and interest cover.
These covenants were not breached during the financial year, nor are any breaches forecast in the going concern
review period. The Group does not have any non-financial covenants. At 31 March 2026, the Group had £16.8 million of
cash in the bank, and £57.0 million of undrawn non-accordion revolving credit facility. In May 2026, the revolving credit
facility was extended for a further year, and so will be in place until March 2030.
Management has also performed some scenario modelling to further assess the going concern assumption of the
Group over the going concern period. Firstly, management has modelled a scenario which threatens the going
concern position, considering the soonest of the point at which the banking covenants are breached or the Group
requiring additional funding. In this worst case scenario, revenue is modelled to decrease significantly, partially offset
with a reduction in staff bonuses. The headroom between this scenario and current performance, and the budget, is
significant and a decrease of this magnitude is considered to be extremely unlikely. In addition, the Group has several
additional cost reduction and cash preservation levers it could utilise, which include managing staff costs through a
hiring freeze or reduction in workforce, a reduction in capital expenditure, and a reduction of dividends if this worst
case scenario was to happen. Another scenario modelled was a reasonable downside scenario, where no growth is
experienced in revenues not related to compliance. The result of this reasonable downside scenario was that even with
no actions to reduce costs in line with the revenue decrease, the Group remained profitable and complied comfortably
with its banking covenants. This reasonable downside scenario is considered to be very unlikely, as historically the
Group has always performed discretionary work for its customers.
In terms of the wider macroeconomic and financial situation, management is monitoring events with Russia and
Ukraine, as well as the current situation in the Middle East as the latest conflict in particular could trigger further price
increases with the potential for related interest rate increases. The Group is not directly impacted by the US tariff
fluctuations, but will be indirectly impacted to a limited extent by the impact on the wider economy. The Group does
have protection for any increases in the inflation rate built into customer contracts, which stipulate that the price
charged can be increased by an inflationary amount. Pricing on indexation-linked contracts continues to be reviewed
and uplifted accordingly within the timeframes allowed in each contract. Projected interest rate changes have been
modelled in the Group’s forecasts and any fluctuations in interest expense are not considered a significant risk. The
Group also monitors other macro events both UK centric and globally to assess the potential impact on its trading
environment, and management has concluded that there is nothing that would have a material impact in terms of
going concern for the Group.
The Directors have reviewed the historical accuracy of the Group’s budgets. The Group’s performance was compared
to the budget, and actual revenue was in line with the forecast figure, and adjusted EBITDA was slightly ahead of
the forecast figure. This demonstrates that the Group’s forecasting process is at a sufficient standard to be able to
place reliance on it when making a going concern assessment. The results of the two months post year end are in line
with forecasts.
The Directors, after reviewing the Group’s budget and longer-term forecast models, including the worst case scenario
referred to above, conclude that the Group has adequate resources to continue in operational existence for the
foreseeable future and they continue to adopt the going concern basis of accounting in preparing these annual
financial statements.
Intangible assets and goodwill
Goodwill represents amounts arising on acquisition, being the difference between the cost of the acquisition and the
net fair value of the identifiable assets and liabilities acquired on a business combination. If those amounts are less
than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit
or loss as a gain on purchase. Identifiable intangibles are those which can be sold separately or which arise from legal
rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units for
the purposes of impairment testing and is not amortised. It is tested annually for impairment.
Externally acquired intangible assets are stated at cost less accumulated amortisation and impairment losses.
Acquired software is valued based on replacement cost valuations where identifiable or at cost less accumulated
amortisation and impairment. Internally produced software is valued at cost less accumulated amortisation
and impairment.
Customer relationships are valued based on the net present value of the excess earnings generated by the revenue
streams over their estimated useful lives.
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Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
1 Accounting policies continued
Intangible assets and goodwill continued
Amortisation is included in operating expenses in the statement of comprehensive income over the estimated useful
lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life, such as goodwill,
are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the
date they are available for use. Estimated useful lives are as follows:
• Goodwill Indefinite life
• Customer relationships 7 to 20 years, straight-line method
• Brands 10 years, straight-line method
• Software 5 to 10 years, straight-line method
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill or intangible assets not ready for use, are not subject
to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
Financial assets
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for
which the asset was acquired.
Amortised cost
Amortised cost includes non-derivative financial assets where they are held within a business model whose objective
is to hold the financial asset in order to collect contractual cash flows and those contractual terms give rise to cash
flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.
These assets are included in non-current assets if their maturity is greater than 12 months. Trade receivables are stated
initially at fair value then measured at amortised cost less provisions for impairment. The Group applies the IFRS 9
simplified approach to measuring expected credit losses using a lifetime expected credit loss provision. The expected
loss rates are based on the Group’s historical credit losses experienced over the three-year period prior to year end.
The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors
affecting the Group’s customers. Any impairment required is recorded in the statement of comprehensive income.
Cash and cash equivalents comprise cash balances.
Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability
was acquired. The Group’s accounting policy for each category is as follows:
Fair value through profit or loss
The Group does not currently have any liabilities which fall into this category.
Other financial liabilities
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to
initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and
redemption value being recognised in the statement of comprehensive income over the period of the borrowings on
an effective interest basis. When borrowings are extinguished, any difference between the cash paid and the carrying
value is recognised in the statement of comprehensive income.
Trade payables and other short-term monetary liabilities represent liabilities for goods and services received
by the Group prior to the end of the financial year which are unpaid. The amounts within trade payables are
unsecured. They are initially recognised at fair value and subsequently carried at amortised cost using the effective
interest method.
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1 Accounting policies continued
Provisions
The Group has provisions for the following items:
• dilapidations provisions relate to the estimated cost to put leased premises back to the required condition expected
under the terms of the lease. These include provisions for required dilapidations along with provisions where leasehold
improvements have been made that would require reinstatement back to the original status on exit. These are
uncertain in timing as leases may be terminated early or extended. To the extent that exits of premises are expected
within 12 months of the end of the year they are shown as current;
• professional indemnity provisions relate to complaints against the Group. The amount provided is based on
management’s best estimate of the likely liability. These are recognised as a gross amount, with any amounts
covered by insurance recognised as an asset within current assets, in line with IAS 37; and
• social security costs provisions represent estimates of the Group’s National Insurance contributions liability on the
cost of the Group’s Performance Share Plans, Deferred Share Bonus Plans and Senior Equity Plans.
Employee Benefit Trust (EBT)
As the Group is deemed to have control of its EBT, it has been aggregated within the accounts of XPS Pensions Group
plc, and therefore consolidated for the purposes of the consolidated financial statements. The EBT’s investment in the
Group’s shares is deducted from equity in the consolidated statement of financial position as if it were treasury shares.
Consideration paid (or received) for the purchase (or sale) of these shares is recognised directly in equity. The cost
of shares held is presented as a separate reserve (the “investment in own shares”). As the shares are typically used to
satisfy vested share options, the difference between the option cost and the weighted average cost of the shares is
charged to retained earnings.
Revenue
Revenue, which excludes value added tax, represents the value of employee benefit consultancy and related business
services supplied. Revenue is derived mainly from sales made in the United Kingdom. Revenue derived from outside
the United Kingdom is immaterial.
Amounts recognised as revenue but not yet billed are reflected in the consolidated statement of financial position as
contract assets. This is work where there is no unconditional right to receive the cash, but work has been performed
in line with performance obligations. Amounts billed in advance of work performed are recognised as deferred income
and presented in the statement of financial position as contract liabilities.
Performance obligations and timing of revenue recognition
Performance obligations in contracts with customers are typically satisfied as services are rendered. Where work
performed in a period has not yet been billed, the value of this will be included in contract assets – accrued income
at the period end. In most cases, revenue is recognised on an over time basis. Performance obligations are satisfied
over time as the customer simultaneously receives and consumes the benefits provided by the Group’s performance.
This reflects that work performed creates value for the customer as services are delivered, and the Group has an
enforceable right to payment for performance completed to date, including compensation for work performed if
the contract is terminated. Invoices are in most cases raised monthly, based on timesheet data for advisory services.
For administration services, invoices are typically raised monthly based on services provided. Payment is typically
due 30 days from date of invoice. Additionally, the Group has a SSAS and SIPP business which provides services
to small self-administered pension schemes and self-invested pensions plans. The Group also receives income on
corporate and customer bank deposits within the SSAS and SIPP business based on a rate linked to the Bank of
England base rate.
The Group has a number of customers who are on a fixed price contract. This contract covers a number of services
(advisory and administration), most of which are ongoing and therefore require no revenue recognition adjustment
to the regular invoice issued to the customer. These are recognised monthly at the time of billing, as the benefit the
customer receives as the work is done is largely in line with the amount billed each month.
For some fixed price customers, an element of the fixed fee includes the triennial valuation of their defined benefit
pension schemes, which is a distinct performance obligation. Under IFRS 15, the Group has assessed these contracts
and has determined that an adjustment is needed to recognise the revenue for the performance obligation relating to
the triennial valuations in the specific periods that the work is undertaken.
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Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
1 Accounting policies continued
Revenue continued
Determining the transaction price and allocating amounts to performance obligations
For the contracts where an adjustment is required, the Group has identified the element of the fixed fee that is
attributable to the triennial valuation. This has been calculated based on the expected time required to perform these
obligations for each specific customer. To ensure that the revenue is allocated to the relevant period, the Group has
determined the timespan for the triennial valuation work, and the separate stages of this work. A percentage has been
applied to each stage, based on the proportion of total effort.
Judgement is required for these contracts in determining the value attributable to the triennial valuation work, and
also to the stage of completion at each reporting period. The judgements made are based on experience, and have
been validated by comparison to timesheet data to measure work performed over the three-year contract window.
The remainder of revenue from fixed fee contracts is recognised on a monthly basis, as the services provided tend to
be evenly spread over the life of the contract.
Services provided under contracts which do not include a fixed fee are recognised at a price quoted within the
contract which typically varies depending on the level of seniority of the employee providing the service. Commission
income is recognised on renewal of scheme membership, as the performance obligations are met at the time the
contract is won or renewed with the insurer.
There are no significant judgements relating to revenue recognition for the SIP business.
Alternative performance measures (APMs)
The Group presents APMs within its Annual Report and Accounts; these APMs are not defined under the requirements
of IFRS. These include those that are visible from the consolidated statement of comprehensive income and the following
key APMs: adjusted EBITDA, adjusted EBITDA margin, adjusted diluted earnings per share, and cash conversion.
Management believes that the presentation of these APMs provides stakeholders with additional information on the
underlying performance of the business, as well as aiding comparability between reporting periods by adjusting for
factors which affect IFRS performance measures. These APMs are not a substitute for or superior to IFRS measures.
The Group’s APMs are defined, explained and reconciled to the nearest statutory measure within the Chief Financial
Officer’s Review.
Exceptional and non-trading items
To assist in understanding its underlying performance, the Group has defined the following items of pre-tax income
and expense as exceptional or non-trading as they either reflect items which are exceptional in nature or size or are
associated with the amortisation of acquired intangibles. Items treated as non-trading or exceptional include:
• profits or losses on disposal of assets or businesses, which are considered to be non-trading in nature as these do
not reflect the underlying performance of the Group. These transactions tend to be material in value, and the timing
can be uncertain. The impact on the financial statements can be significant and can distort certain key performance
indicators, such as basic EPS;
• corporate transaction and restructuring costs are considered to be exceptional in nature as these can be material
and are not a reflection of the underlying performance of the Group. The timing of these costs can vary and
amounts can differ significantly year on year, which can have a distortive impact on the statutory measures of
performance;
• amortisation of customer-related intangibles acquired as part of a business combination is considered to be non-trading
as this is a material cost linked to non-trading activity, which does not reflect the underlying performance of the
Group, and users of the accounts expect to be able to assess the profitability and growth of the Group excluding this
figure. Additionally this is a significant non-cash cost;
• changes in the fair value of contingent consideration – these movements do not reflect underlying trade and the
timing of these items can be significantly different from the date of the original transaction to which they relate.
They do not reflect the underlying performance of the Group as a whole;
• expenses deemed as acquisition-related remuneration under IFRS 3 are considered to be exceptional in nature.
Without the link to continuing employment, these costs would have been treated as consideration and are material;
• share-based payments, which are considered a non-trading cost as the IFRS 2 charge is a significant non-cash
cost, and along with the related National Insurance is excluded from the results for the purposes of measuring
performance for PSP awards and also dividend amounts. Additionally, the large non-cash-related credits go directly
to equity and so have a limited impact on the reserves of the Group; and
• the related tax effect of these items.
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1 Accounting policies continued
Exceptional and non-trading items continued
Any other non-recurring items are considered individually for classification as non-trading or exceptional by virtue
of their nature or size.
The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and
comparable basis, together with an understanding of the effect of non-recurring or large individual transactions upon
the overall profitability of the Group.
The non-trading and exceptional items have been included within the appropriate classifications in the consolidated
income statement. Further details are given in note 5.
Leases and payments
Identifying leases
The Group accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset
for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria:
(a) there is an identified asset;
(b) the Group obtains substantially all the economic benefits from use of the asset; and
(c) the Group has the right to direct use of the asset.
The Group considers whether the supplier has substantive substitution rights. If the supplier does have those rights,
the contract is not identified as giving rise to a lease.
In determining whether the Group obtains substantially all the economic benefits from use of the asset, the Group
considers only the economic benefits that arise from use of the asset, not those incidental to legal ownership or other
potential benefits.
In determining whether the Group has the right to direct use of the asset, the Group considers whether it directs
how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be
made because they are predetermined due to the nature of the asset, the Group considers whether it was involved in
the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the
period of use. If the contract or portion of a contract does not satisfy these criteria, the Group applies other applicable
IFRSs rather than IFRS 16.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
• leases of low-value assets; and
• leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term,
with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is
not readily determinable, in which case the lessee company’s incremental borrowing rate on commencement of the
lease is used. Other variable lease payments are expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received,
and increased for the amount of any provision recognised where the Group is contractually required to dismantle,
remove or restore the leased asset (typically leasehold dilapidations – see note 21).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the
balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to
be shorter than the lease term. When the Group revises its estimate of the term of any lease (because, for example, it
reassesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount
of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount
rate that applied on lease commencement. The carrying value of lease liabilities is also revised when the variable
element of future lease payments dependent on a rate or index is revised; however, this will use the original discount
rate. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised
carrying amount being amortised over the remaining (revised) lease term.
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XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
1 Accounting policies continued
Leases and payments continued
Identifying leases continued
When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature
of the modification:
• if the renegotiation results in one or more additional assets being leased for an amount commensurate with the
standalone price for the additional rights of use obtained, the modification is accounted for as a separate lease in
accordance with the above policy;
• in all other cases where the renegotiated lease increases the scope of the lease (whether that is an extension to the
lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate
applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and
• if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability
and right-of-use asset are reduced by the same proportion to reflect the partial or full termination of the lease with
any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount
reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments
discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.
For contracts that both convey a right to the Group to use an identified asset and require services to be provided to
the Group by the lessor, the Group has elected to account for the entire contract as a lease, i.e. it does not allocate any
amount of the contractual payments to, and account separately for, any services provided by the supplier as part of
the contract.
When the Group revises its estimate of the term of any lease (because, for example, it reassesses the probability of a
lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect
the payments to make over the revised term, which are discounted at the same discount rate that applied on lease
commencement.
Where the lease liability changes due to change in lease term (for example, due to utilisation of an extension option) a
new discount rate is used. This rate is determined as the interest rate implicit in the lease for the remainder of the lease
term, if that rate can be readily determined, or the Group’s incremental borrowing rate at the date of reassessment if
the interest rate implicit in the lease cannot be readily determined. The same rate is used for changes in index rates.
Share-based payment costs – Performance Share Plan, Deferred Share Bonus Plan and Senior Equity Plan
Share-based payment costs as referred to throughout these financial statements are a long-term employee benefit.
The Group operates equity-settled, share-based compensation plans, under which the entity receives services from
the Executive Directors and certain senior employees in consideration for equity instruments of the Group. The fair
value of the services received in exchange for the grant of the awards is recognised as an expense. The total amount
to be expensed is determined by reference to the fair value of the awards granted:
• including any market performance conditions (for example, an entity’s share price); and
• excluding the impact of any service and non-market performance vesting conditions (for example, profitability and
remaining a Director for a specified period of time).
The Senior Equity Plans (SEPs) do not have any market performance conditions or non-market performance vesting
conditions; they only have service vesting conditions. The fair value for SEPs is the share price on the date of grant.
The total amount expensed to the Group is recognised over the vesting period of the award. Where a share award is
cancelled, the share-based payment charge is accelerated at that point in time and all remaining unvested charge is
immediately expensed to the Group.
Where a share award includes dividend equivalents, these are included within the IFRS 2 charge described above.
The Group may settle these via cash or shares.
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1 Accounting policies continued
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in profit and loss in the
statement of comprehensive income except to the extent that it relates to items recognised in equity, in which case
it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are
not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit other than in a business combination and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised.
Changes in accounting policies – new standards, interpretations, and amendments effective from 1 April 2025
New and amended standards and interpretations issued by the IASB that apply for the first time in these annual
financial statements do not impact the Group as they are either not relevant to the Group’s activities or require
accounting which is consistent with the Group’s current accounting policies. These include:
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in
Foreign Exchange Rates (the “Amendments”). The Amendments introduce requirements to assess when a currency
is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot
exchange rate when it concludes that a currency is not exchangeable into another currency. These amendments had
no effect on the consolidated financial statements of the Group.
The following illustrative examples have been issued during 2025 with no effective date:
• Illustrative examples on reporting uncertainties in financial statements.
On 28 November 2025, the IASB issued Disclosures about Uncertainties in the Financial Statements – Illustrative
Examples, which amended multiple IFRS Accounting Standards to include illustrative examples demonstrating
how companies can apply IFRS Accounting Standards when reporting the effects of uncertainties in their financial
statements. The illustrative examples are accompanying materials to IFRS Accounting Standards and do not have an
effective date. The IASB had issued a near-final staff draft of the illustrative examples in July 2025. The Group has
considered these illustrative examples in its preparation of the consolidated financial statements and no additional
disclosures or changes in presentation were considered necessary.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards, and interpretations are not effective for 2026, and therefore
have not been applied in preparing XPS Group’s financial statements. They are not expected to have a material impact
on the Group’s consolidated financial statements. These include the following amendments effective for the year
beginning 1 April 2026:
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial
Instruments and IFRS 7); and
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7).
The amendments clarify that a financial liability is derecognised on the “settlement date” and introduce an accounting
policy choice to derecognise financial liabilities settled using an electronic payment system before the settlement
date. Other clarifications include the classification of financial assets with ESG linked features via additional guidance
on the assessment of contingent features. Clarifications have been made to non-recourse loans and contractually
linked instruments. Additional disclosures are introduced for financial instruments with contingent features and equity
instruments classified at fair value through other comprehensive income.
Management has considered these amendments and concluded that they will not have a material impact on the
Group’s consolidated financial statements. The Group currently derecognises financial liabilities settled using
electronic payment systems on the settlement date, and so no amendments to the current policy are required.
The following standards and amendments are effective for the annual reporting period beginning 1 April 2027:
• IFRS 18 Presentation and Disclosure in Financial Statements; and
• IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The Group is currently assessing the impact of these new accounting standards and amendments.
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Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
1 Accounting policies continued
New standards and interpretations not yet adopted continued
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024, supersedes
IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of
Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors).
Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items.
These changes include categorisation and sub-totals in the statement of comprehensive income, aggregation/
disaggregation and labelling of information, and disclosure of management-defined performance measures.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after
the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current
year are not expected to have any other material impacts on the Group’s financial statements.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions within the course of business. Estimates and judgements are
continually evaluated based on historical experience and other factors, including expectations of future events that
are believed to be reasonable under the circumstances. The estimates and underlying assumptions are reviewed
on an ongoing basis. In the future, actual experience may differ from these estimates and assumptions. Significant
judgements are separately identified where applicable. The Directors have reviewed the accounting estimates and
judgements made, and have determined that there are no critical estimates in the year, but there are two critical
judgements, relating to the valuation of the Polaris acquisition-related remuneration accrual, and also the valuation
of contract assets – accrued income within the unbilled element of advisory and administration services.
Acquisition-related remuneration (note 5)
A payment of up to £35.0 million is payable in the year ending March 2029 relating to the acquisition of Polaris
Actuaries and Consultants Limited in February 2025. See note 6 to the March 2025 accounts for further details
relating to this transaction. Because the £35.0 million includes a clause linked to continuing employment, under IFRS 3
this amount is not treated as consideration but instead is treated as a post-acquisition remuneration accrual. The
amount paid is contingent on achieving certain stretching business performance criteria, as well as the continuing
service condition already referred to. Judgements have been applied by management when assessing the expected
figure to be paid at the end of the three years.
Contract assets – accrued income (note 17)
Management will make a judgement as to whether a project is in an accrued or deferred position at the end of each
month/reporting period. This judgement is based on the time recorded against each client project versus the amount
billed, as well as other factors including expected recoverability levels based on past experience, the nature of the
work undertaken, and to what extent the performance obligations have been met, all in line with IFRS 15.
2 Financial risk management
The Group’s operations expose it to a variety of financial risks including credit risk, liquidity risk, market risk and the
effects of changes in interest rates on debt. The Group has in place a risk management programme that seeks to limit
the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related
finance costs.
The Group’s principal financial instruments comprise sterling cash, lease liabilities and bank loans together with trade
receivables and trade payables that arise directly from its operations.
Risk management policies are established for the XPS Group of companies and the Group Audit & Risk Committee
oversees how management monitors compliance with these policies and procedures and reviews the adequacy of the
Risk Management Framework in relation to the risks faced by the Group. Further details relating to the current year
position are provided in note 26.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty, including brokers, to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers.
Due to the nature of the business, the majority of the trade receivables are with trustees of pension schemes and large
institutions and losses have occurred infrequently over previous years.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that the Group will have sufficient liquidity to meet its
liabilities when due, within the going concern period, under both the normal and worst case scenario modelled. Cash
flow forecasts are updated daily and reviewed regularly by management. Trade debtor balances are managed to
ensure debtors are kept to terms as much as is possible, and management ensures sufficient cash is available to meet
expected cash outflows. The Group has significant headroom within its current revolving credit facility.
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2 Financial risk management continued
Market risk
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its financial
instruments. Market risk comprises three elements – interest rate risks, foreign exchange risks and pricing risks.
Interest rate risks are discussed in the cash flow interest rate risk below. The Group is exposed to movements in
interest rate in its net finance costs and also in a small element of its operating revenue. Loans and borrowings are
based on a rate linked to SONIA. The Group earns income in relation to client deposits as well as interest income
on its own deposits.
The Group’s financial instruments are currently in sterling; hence, foreign exchange movements do not have a material
effect on the Group’s performance.
Pricing risks are considered to be low – an element of resetting fees regularly includes an inflation measure, but as this
is contractual it does not present a significant risk to the Group.
The Group does not hold its own position in trading securities, being involved only in advising clients on transactions
that they undertake.
The Group does not engage in holding speculative financial instruments or derivatives. Further quantitative disclosures
are included in note 26.
Cash flow interest rate risk
The Group is exposed to cash flow interest rate risk in two main respects: firstly, corporate and client bank deposits,
which earn interest at a variable rate, although not at a material level; and secondly, interest expense arising on the
revolving credit facility at a margin over SONIA.
3 Capital risk management
The Group is focused on delivering value for its shareholders whilst ensuring that it is able to continue effectively as a
going concern. Value adding opportunities to grow the business are continually assessed, although strict and careful
criteria are applied.
The policy for managing capital is to increase shareholder value by maximising profits and cash. Budgets and
forecasts are set in the short and medium term that the Group feels are achievable. The processes for managing
capital are regular reviews of financial data to ensure that the Group is tracking the targets set and to reforecast as
necessary based on the most up-to-date information. This then contributes to the Group’s forecast which ensures
future covenant test points are met. The Group continues to meet these test points and they have been achieved over
the last year.
Due to the nature of some of the services provided, two subsidiaries within the Group were regulated by the Financial
Conduct Authority (FCA) during the year. They are required to hold a minimum level of capital and this is monitored
on a monthly basis. Formal compliance returns are submitted to the FCA in line with their reporting requirements.
The Group was compliant with its capital requirements throughout the year.
4 Auditor’s remuneration
During the period the following services were obtained from the Group’s auditor at a cost detailed below:
Fees payable in respect of the Group and Company financial statements
394
412
Fees payable in respect of the subsidiary accounts
166
174
560
586
Audit-related services
44
42
Other assurance services
13
13
Total
617
641
121
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
5 Non-trading and exceptional items
Year ended 31 March 2026
Year ended 31 March 2025
items
5
items
5
Corporate transaction costs
—
—
—
(1,810)
—
(1,810)
Acquisition-related remuneration
1
(7,875)
—
(7,875)
(2,080)
—
(2,080)
Gain on purchase
2
—
—
—
988
—
988
Fair value loss on consideration
2
(110)
—
(110)
—
—
—
Exceptional items
(7,985)
—
(7,985)
(2,902)
—
(2,902)
Share-based payment costs
3
10
(7,981)
1,690
(6,291)
(8,764)
2,184
(6,580)
Amortisation of acquired intangibles
4
15
(9,471)
2,368
(7,103)
(7,049)
1,762
(5,287)
Non-trading items
(17,452)
4,058
(13,394)
(15,813)
3,946
(11,867)
Total
(25,437)
4,058
(21,379)
(18,715)
3,946
(14,769)
1 Acquisition-related remuneration of £7,875,000 (2025: £919,000) relates to the acquisition of Polaris in February 2025. As continued
employment is one condition of the share purchase agreement, then in accordance with IFRS 3, the entire additional amount must be
treated as a post-transaction employment cost accruing over the deferment period (to March 2028). This additional amount is material
in size and one-off in nature. As such, in line with the Group’s accounting policies, it has been classified as exceptional items. The prior
year also included £1,161,000 relating to contingent amounts owed to the vendor as acquisition-related remuneration in respect of the
acquisition of Penfida Limited in September 2022. The entire Penfida contingent acquisition-related remuneration of £3,500,000 was paid
in October 2024. These costs are disclosed separately to aid visibility of underlying performance. The timing of these costs can also vary
and are normally not aligned with the related benefits of the transaction.
2 A gain on purchase of £988,000 relating to the acquisition of Polaris Actuaries and Consultants was recognised in the prior year. During
the year to 31 March 2026, adjustments were made to the acquisition balance sheet, which has resulted in a £110,000 fair value loss on
consideration. These items are exceptional in nature, as management does not consider they reflect the performance of the Group, and so
they are presented as exceptional items.
3 Share-based payment expenses and related National Insurance are included in non-trading and exceptional costs as the IFRS 2 charge is
a significant non-cash cost, and these costs are excluded from the results for the purposes of measuring performance for PSP awards and
dividend amounts. Additionally, the largely non-cash-related credits go directly to equity and so have a limited impact on the reserves of
the Group. They are therefore shown as a non-trading item to give clarity to users of the accounts on the profit figures that dividends and
PSP performance are based on.
4 During the year the Group incurred £9,471,000 of amortisation charges in relation to acquired intangible assets (customer-related
intangibles acquired as part of a business combination) (2025: £7,049,000). As this figure is material, and is linked to non-trading activity,
management excludes this cost when reviewing and reporting on the underlying performance of the Group. Similarly, users of the accounts
expect to be able to assess the profitability and growth of the Group excluding this figure.
5 The tax credit on exceptional and non-trading items of £4,058,000 (2025: £3,946,000) represents 16% (2025: 21%) of the exceptional and
non-trading items incurred of £25,437,000 (2025: £18,715,000). This is different to the expected tax credit of 25% (2025: 25%), as various
adjustments are made to tax including for deferred tax, and the exclusion of amounts not allowable for tax.
6 Operating segments
In accordance with IFRS 8 Operating Segments, an operating segment is defined as a business activity whose operating
results are reviewed by the chief operating decision-maker (CODM) and for which discrete information is available. The
Group’s CODM is the Board of Directors.
The Group has one operating segment, and one reporting segment due to the nature of services provided across
the whole business being the same: consulting and administration services to UK pension schemes and insurance
companies. The Group’s revenues, costs, assets, liabilities and cash flows are therefore totally attributable to this
reporting segment. The table below shows the disaggregation of the Group’s revenue, by product line.
Advisory
150,043
125,551
Administration
98,732
93,654
SIP
1
13,884
12,580
Total
262,659
231,785
1 Self Invested Pensions (SIP) business, incorporating both SIPP and SSAS products.
The prior year has been restated, Advisory was previously presented as Actuarial and Consulting (£106,108,000),
and Investment Consulting (£19,443,000). The work undertaken in these revenue streams has become increasingly
similar, with the same pool of employees working across both areas. Management review the Advisory business as a
whole, and so this change provides users of the financial statements with a more useful view of the performance of the
business, aligned with how management monitor performance.
122
XPS Pensions Group plc Annual Report and Accounts 2026

7 Operating expenses
Included in the operating profit for the year are the following:
Staff costs (note 8)
162,000
138,367
Depreciation and amortisation
16,466
13,828
Short-term and low-value lease costs
136
240
Premises costs (excluding rent accounted for under IFRS 16 Leases)
3,667
3,398
Professional fees
8,564
7,603
IT costs
14,837
14,964
Exceptional items excluding acquisition-related remuneration (note 5)
110
822
Contractor and other direct expenses
5,991
536
Other general business costs
7,658
7,845
Total
219,429
187,603
8 Staff numbers and costs
The average number of people employed by the Group (including Directors) during the year, analysed by category,
was as follows:
Operational
1,873
1,711
Administration
158
148
Sales and marketing
29
28
Total
2 ,06 0
1,887
The aggregate payroll costs of these persons were as follows:
Wages and salaries
122,447
108,865
Social security contributions
15,193
11,555
Defined contribution pension cost
6,070
5,284
Other long-term employee benefits
2,434
1,819
Acquisition-related remuneration (note 5)
7,875
2,080
Share-based payment costs (note 10)
7,981
8,764
Total
162,000
138,367
The numbers above include remuneration and pension entitlements for each director. Details are included in the
Directors’ Remuneration Report on pages 70-93.
123
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
9 Employee benefits
Defined contribution plan
The Company operates a defined contribution pension plan. Outstanding contributions at the year end were £nil
(2025: £nil).
10 Share-based payment costs
The Group operates a number of equity-settled share-based remuneration schemes for employees: Performance Share
Plans (PSP) and Deferred Share Bonus Plans (DSBP) for Executive Directors and other key senior personnel, and Senior
Equity Plans (SEP). All employees are also eligible to participate in the Save as You Earn (SAYE) scheme, the only vesting
condition being that the individual remains an employee of the Group over the savings period.
The Executive PSP award expense relates to annual awards over shares that vest subject to certain stretching
performance conditions, measured over a three-year period. Maximum “normal” grant level is 150% of salary, capped at a
maximum of 200% in exceptional circumstances. Malus and clawback provisions apply. The fair value of awards granted
during the year was determined using certain assumptions around vesting. More information about the Executive PSP
can be found in the Remuneration Report section of this Annual Report.
The DSBP award expense relates to an element of the Executive Directors bonus paid in shares, subject to a two-year
vesting period. The fair value of awards under this scheme was determined using the share price on the date of grant,
and the value of the bonus determines the number of share options that will be granted.
The Staff PSP award expense relates to annual awards over shares that vest subject to certain performance conditions,
measured over a three-year period.
The only vesting criterion for the SEP is a service criterion. The fair value of awards under this scheme was determined
using the share price on the date of grant.
PSP awards, SEP awards, DBSP awards and SAYE scheme
7,025
5,946
Social security cost on PSP awards, SEP awards and DSBP awards (note 21)
956
2,818
Total share-based payments
7,981
8,764
124
XPS Pensions Group plc Annual Report and Accounts 2026

10 Share-based payment costs continued
The fair value of Executive PSP options granted during the period was calculated using different methods for different
elements – the Black-Scholes method for the EPS and ESG elements, the Stochastic method for the TSR element, and
the Chaffe method for the holding period. There is no change in the valuation methodology since the prior year. The
inputs to the model were as follows:
Year ended 31 March 2026
Year ended 31 March 2025
Weighted average exercise price of
options issued during the period
(pence)
0.05
0.05
0.05
0.05
0.05
0.05
0.05
0.05
Expected volatility (%)
n/a
n/a
32.95%
31.93%
n/a
n/a
33.92%
33.68%
(years)
3
3
3
2
3
3
3
2
Risk-free rate (%)
n/a
n/a
3.81%
3.94%
n/a
n/a
4.44%
4.26%
Dividend yield (%)
—
—
—
—
—
—
—
—
For the TSR element, the volatility is calculated over the period of time commensurate with the remainder of the
performance period immediately prior to the date of grant. For the holding period, this is calculated over the period
commensurate with the holding period immediately prior to the date of grant.
The risk-free rate is calculated using the rate of interest obtainable from government securities (i.e. gilts in the UK)
over a period commensurate with the expected term. For the holding period the risk-free rate is the rate obtained over
a term equal to the vesting period plus the holding period.
No Staff PSP options were granted during the year. The fair value of Staff PSP options granted during the prior year
was calculated using the Monte Carlo valuation method. The inputs to the model were as follows:
Weighted average exercise price of options issued during the period (pence)
0.05
Dividend yield (%)
—
No SAYE options were granted during the year. The fair value of SAYE options granted during the prior year was
calculated using the Black-Scholes valuation method. The inputs to the model were as follows:
Weighted average exercise price of options issued during the period (pence)
240.0
Expected volatility (%)
33.56%
Expected life beyond vesting date (years)
3.35
Risk-free rate (%)
4.22%
Dividend yield (%)
3.13%
The volatility assumption has been calculated over the period of time commensurate with the expected award term
immediately prior to the date of grant.
125
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
10 Share-based payment costs continued
As at 31 March 2026, in respect of the Group’s ordinary shares of 0.05p each, 1,878,380 Executive PSP options
had been granted and remained outstanding, at an exercise price of 0.05p per share, 118,472 Executive DSBP options
had been granted and remained outstanding, at an exercise price of £nil per share, 365,633 Staff PSP options had
been granted and remained outstanding, at an exercise price of 0.05p per share, 5,503,298 Staff SEP options had
been granted and remained outstanding, at an exercise price of 0.05p per share, and 1,149,360 SAYE options had
been granted and remained outstanding, at an exercise price of 240p per share. The table below includes dividend
equivalent shares on the PSP, DSBP and SEP option figures where applicable.
2026
2025
(pence)
Number
Executive PSP
Outstanding at 1 April
0.05
2,564,053
0.05
3,015,959
Granted during the year
0.05
483,725
0.05
530,699
Exercised during the year
0.05
(1,038,156)
0.05
(940,463)
Cancelled during the year
0.05
(46,715)
0.05
(42,142)
Outstanding at 31 March
0.05
1,962,907
0.05
2,564,053
DSBP
Outstanding at 1 April
—
—
—
—
Granted during the year
—
123,803
—
—
Outstanding at 31 March
—
123,803
—
—
Staff PSP
Outstanding at 1 April
0.05
393,699
0.05
184,907
Granted during the year
—
—
0.05
355,593
Exercised during the year
0.05
(11,466)
0.05
(141,836)
Cancelled during the year
0.05
(400)
0.05
(4,965)
Outstanding at 31 March
0.05
381,833
0.05
393,699
Staff SEP
Outstanding at 1 April
0.05
6,313,960
0.05
6,858,417
Granted during the year
0.05
1,582,708
0.05
1,282,634
Forfeited during the year
0.05
(17,993)
0.05
(71,309)
Exercised during the year
0.05
(2,033,130)
0.05
(1,681,626)
Cancelled during the year
0.05
(94,931)
0.05
(74,156)
Outstanding at 31 March
0.05
5,750,614
0.05
6,313,960
SAYE
Outstanding at 1 April
157.67
3,424,853
111.17
3,050,366
Granted during the year
—
—
240.00
1,263,240
Forfeited during the year
204.16
(60,194)
121.08
(73,058)
Exercised during the year
104.25
(2,181,699)
110.86
(781,171)
Lapsed during the year
—
—
111.00
(9,469)
Cancelled during the year
240.00
(33,600)
230.61
(25,055)
Outstanding at 31 March
240.00
1,149,360
157.67
3,424,853
The exercise price of options outstanding at 31 March 2026 ranged between £nil in the case of the DSBP and £2.400
in the case of the SAYE scheme (2025: £0.0005 to £2.400). Their weighted average contractual life was 3 years
(2025: 3 years), and their weighted average exercise price was £0.31 (2025: £0.43).
Across all schemes, of the total number of options outstanding at 31 March 2026, 25,353 Staff PSP and 348,192 Staff
SEP (2025: 36,816 Staff PSP, 165,082 Staff SEP, and 8,108 SAYE) had vested and were exercisable.
The weighted average fair value of each option granted during the year was £3.67 (2025: £2.20). The weighted
average exercise price for exercisable options at 31 March 2026 was 0.05p per share for both the PSP and SEP options
(2025: 0.05p per share for the PSP and SEP options, and 111.00p per share for the SAYE options). The weighted
average share price at the date of exercise for share options exercised during the year was £3.62 (2025: £3.08).
126
XPS Pensions Group plc Annual Report and Accounts 2026

11 Finance income and expense
Interest income on bank deposits
91
109
Finance income
91
109
Interest expense on bank loans
3,555
2,052
Other costs of borrowing
268
742
Interest on leases
706
634
Other finance expense
78
113
Finance expenses
4,607
3,541
12 Income tax expense
Recognised in the statement of comprehensive income
Current year
14,522
13,275
Adjustment in respect of prior year
(299)
(1,154)
Total current tax expense
14,223
12,121
Origination and reversal of temporary differences
(2,596)
(2,234)
Adjustment in respect of prior year
529
520
Total income tax expense
12,156
10,407
Profit for the year
26,558
30,343
Total tax expense
12,156
10,407
Profit before income tax
38,714
40,750
Tax using the UK corporation tax rate of 25% (2025: 25%)
9,679
10,188
Non-deductible expenses
2,427
1,189
Other operating income not taxable
—
(247)
Fixed asset permanent differences
(180)
(89)
Adjustment in respect of prior periods
230
(634)
Total tax expense
12,156
10,407
The standard rate of corporation tax in the UK was 25% (2025: 25%). The average effective tax rate was 31% (2025: 26%).
This is higher than the standard rate due to the impact of costs not allowable for tax. Deferred tax assets and liabilities
have been measured at the rate they are expected to unwind at, using a rate substantively enacted at 31 March 2026,
which is 25% (2025: 25%). Deferred tax not recognised relates to £6.7 million (2025: £6.7 million) of finance expense
losses in a prior year and their future recoverability is uncertain. At 31 March 2026 the total unrecognised deferred tax
asset in respect of these losses was approximately £1.7 million (2025: £1.7 million).
£2,972,000 (2025: £1,521,000) of current year tax credit and £2,999,000 (2025: £2,366,000) of deferred tax debit was
recognised directly in equity; this relates to employee share options accounted for under IFRS 2.
127
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
13 Property, plant and equipment
Balance at 1 April 2025
5,071
2,330
756
8,157
Additions
1,330
450
65
1,845
Disposals
—
(370)
(14)
(384)
Balance at 31 March 2026
6,401
2,410
807
9,618
Balance at 1 April 2025
1,547
976
356
2,879
Depreciation charge for the year
656
470
108
1,234
Disposals
—
(370)
(14)
(384)
Balance at 31 March 2026
2,203
1,076
450
3,729
Balance at 1 April 2025
3,524
1,354
400
5,278
Balance at 31 March 2026
4,198
1,334
357
5,889
Balance at 1 April 2024
4,456
2,080
906
7,442
Additions
1,704
568
64
2,336
Disposals
(1,089)
(318)
(214)
(1,621)
Balance at 31 March 2025
5,071
2,330
756
8,157
Balance at 1 April 2024
2,141
846
479
3,466
Depreciation charge for the year
495
448
91
1,034
Disposals
(1,089)
(318)
(214)
(1,621)
Balance at 31 March 2025
1,547
976
356
2,879
Balance at 1 April 2024
2,315
1,234
427
3,976
Balance at 31 March 2025
3,524
1,354
400
5,278
128
XPS Pensions Group plc Annual Report and Accounts 2026

14 Leases
Nature of leasing activities (in the capacity as lessee)
The Group leases a number of properties in the UK. In some instances the rent is reviewed and may be reset
periodically to market rental rates. In other cases the periodic rent is fixed over the lease term. The Group also
leases electric vehicles on behalf of employees, who reimburse the Company for the cost. Leases of electric vehicles
comprise only fixed payments over the lease terms. The proportions of lease payments that are either fixed or variable
have been assessed and management concluded that the carrying value of lease liabilities and right-of-use assets is
not sensitive to an uplift of 5% on the balance sheet date on lease payments that are variable.
The Group sometimes negotiates break clauses in its property leases. On a case-by-case basis, the Group will consider
whether the absence of a break clause would expose the Group to excessive risk. Typically factors considered in
deciding to negotiate a break clause include:
• the length of the lease term; and
• whether the location represents a new area of operations for the Group.
At 31 March 2026 and 31 March 2025, the carrying amounts of lease liabilities are not reduced by the amount of
payments that would be avoided from exercising break clauses because on both dates it was considered reasonably
certain that the Group would not exercise its right to break the lease. Total undiscounted lease payments of £8,164,211
(2025: £8,162,566) are potentially avoidable were the Group to exercise break clauses at the earliest opportunity.
At 1 April 2025
13,484
351
13,835
Additions
3,358
445
3,803
Depreciation
(2,761)
(225)
(2,986)
Effect of modification to lease terms
(31)
14
(17)
Disposal of lease
(256)
(6)
(262)
At 31 March 2026
13,794
579
14,373
At 1 April 2024
8,538
354
8,892
Additions
7,608
188
7,796
Depreciation
(2,810)
(152)
(2,962)
Effect of modification to lease terms
148
2
150
Disposal of lease
—
(41)
(41)
At 31 March 2025
13,484
351
13,835
At 1 April 2025
14,591
362
14,953
Additions
2,922
445
3,367
Interest expense
679
27
706
Effect of modification to lease term
(31)
14
(17)
Disposal
(256)
(6)
(262)
Lease payments
(2,700)
(221)
(2,921)
At 31 March 2026
15,205
621
15,826
129
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
14 Leases continued
Nature of leasing activities (in the capacity as lessee) continued
At 1 April 2024
8,806
361
9,167
Additions
7,3 12
188
7, 500
Interest expense
614
20
634
Effect of modification to lease term
6
2
8
Disposal
—
(41)
(41)
Lease payments
(2,147)
(168)
(2,315)
At 31 March 2025
14,591
362
14,953
Short-term lease expense
136
225
Low-value lease expense
—
15
Aggregate expense for short-term leases
136
240
The maturity of the lease liabilities is as follows:
Up to 3 months
1,192
841
Between 3 and 12 months
2,161
2,074
Between 1 and 2 years
2,371
2,642
Between 2 and 5 years
5,161
4,902
More than 5 years
4,941
4,494
15,826
14,953
The cash flows above are discounted and reconcile back to the lease liability. For the undiscounted cash flows, please
see note 26.
130
XPS Pensions Group plc Annual Report and Accounts 2026

15 Intangible assets
Balance at 1 April 2025
125,296
148,984
295
23,157
297,732
Additions
—
—
—
7,495
7,495
Disposals
—
—
—
(350)
(350)
Balance at 31 March 2026
125,296
148,984
295
30,302
304,877
Balance at 1 April 2025
—
69,141
295
5,298
74,734
Amortisation for the year
—
9,471
—
2,775
12,246
Disposals
—
—
—
(350)
(350)
Balance at 31 March 2026
—
78,612
295
7,723
86,630
Balance at 1 April 2025
125,296
79,843
—
17,859
222,998
Balance at 31 March 2026
125,296
70,372
—
22,579
218,247
Balance at 1 April 2024
125,296
130,484
295
18,619
274,694
Acquired through business combinations
—
18,500
—
—
18,500
Additions
—
—
—
6,260
6,260
Disposals
—
—
—
(1,722)
(1,722)
Balance at 31 March 2025
125,296
148,984
295
23,157
297,732
Balance at 1 April 2024
—
62,092
295
4,237
66,624
Amortisation for the year
—
7,049
—
2,783
9,832
Disposals
—
—
—
(1,722)
(1,722)
Balance at 31 March 2025
—
69,141
295
5,298
74,734
Balance at 1 April 2024
125,296
68,392
—
14,382
208,070
Balance at 31 March 2025
125,296
79,843
—
17,859
222,998
131
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
15 Intangible assets continued
Material customer relationship assets are broken down as follows:
31 March 2026
31 March 2025
Acquisitions prior to January 2018 (CGU 1)
7
11,590
8
13,261
Acquisitions prior to January 2018 (CGU 2)
7
843
8
969
Punter Southall actuarial (CGU 1)
12
32,573
13
35,338
Punter Southall administrative (CGU 1)
2
1,743
3
2,721
Kier (CGU 1)
3
802
4
1,113
XPS Pensions RL Limited (CGU 1)
4
964
5
1,269
XPS Pensions Trigon Limited (CGU 1)
4
772
5
987
Michael J Field (CGU 2)
6
1,146
7
1,342
Penfida Limited (CGU 1)
17
4,302
18
4,563
Polaris Actuaries and Consultants (CGU 1)
6
15,637
7
18,280
Software assets held by the Group comprise internally generated or enhanced software for use in providing
services to customers. The largest group of software assets relates to the Administration business, specifically the
development of an in-house administration system. Software disposals in the year related to software which has
reached the end of its useful economic life and is no longer in use. All software additions in both the current and
prior years relate to internally generated or enhanced software. Of the closing software net book value, £18,704,000
(2025: £14,449,000) relates to internally generated software, and £3,875,000 (2025: £3,410,000) relates to software
acquired to be internally enhanced.
Impairment test
Goodwill represents the excess of the consideration over the fair value of the net assets acquired on the purchase of
the subsidiary companies listed in note 29, as well as goodwill which has arisen on the purchase of trade and assets by
the Group. In accordance with IFRS, this balance is not amortised and is subject to annual impairment reviews.
The carrying value of goodwill was assessed based on the two cash-generating units:
• CGU 1 – Advisory and Administration; and
• CGU 2 – SIP.
The CGUs at each year end were assessed on the basis of value in use using the following assumptions, which reflect
past experience of the Group:
2026
2025
CGU 1
CGU 2
CGU 1
CGU 2
Discount rate pre-tax
12.0%
12.0%
12.0%
12.0%
Terminal rate after period 8
2.0%
2.0%
2.0%
2.0%
Period on which detailed forecasts are based
3 years
3 years
3 years
3 years
Growth rate during detailed forecast period (average)
7.5%
12.6%
12.1%
20.2%
Growth rate applied beyond approved forecast period to year 8
5%
5%
5%
5%
The discount rate comprises two elements, the cost of debt and the cost of equity, to derive a blended cost of capital
demanded by all providers of capital. The cost of equity is based on the following components:
• beta: calculated to estimate how volatile the Group’s equity is compared to a peer group;
• risk-free rate: using a ten-year UK government bond yield as a proxy for the risk-free rate; and
• equity risk premium: the implied rate as at 31 March 2026 is used to assess the price of risk in equity markets.
The cost of debt represents the cost of capital for the Group’s drawn revolving credit facility and is based on average
borrowings during the year.
132
XPS Pensions Group plc Annual Report and Accounts 2026

15 Intangible assets continued
Impairment test continued
The cash flows used for the value in use calculations incorporate the impact of inflation, and future assumptions
regarding inflation which are based on the latest outlook from the UK government.
The growth rate beyond the forecast period is based on a blend of average growth rates experienced by the Group
and management’s assessment of industry and macroeconomic outlooks. Such forecast rates have been accurate in
the past, so the Directors believe they will be sufficiently representative of actual results.
The growth rate is applied up to eight years; this is due to the longevity of the customer relationships held by the
Group. The growth rate of 5% is higher than the terminal rate due to expectations of market conditions and higher
inflation in the medium term.
The impairment exercise demonstrated that there was significant headroom in both CGUs on this basis, and so the
Directors are satisfied that no impairment has arisen during the financial period.
Goodwill – CGU 1:
121,258
121,258
Goodwill – CGU 2:
4,038
4,038
Total
125,296
125,296
Sensitivity analysis of assumptions
The Group performed further sensitivity analysis by recalculating the fair value of the net assets of the Group on a
“worst case” basis. For the Group, the worst case would be breaching the banking covenants on leverage, as that
could lead to the Group’s revolving credit facility being withdrawn. The size of the impact on revenue to reach this
point was considered, alongside mitigating factors that the Group would take if necessary. This analysis showed
that this potential worst case scenario is considered unlikely to materialise, and so there was no requirement for
impairment. The Group has also assessed the sensitivity of the discount rate and growth rates used in the impairment
testing, and determined that these were not sensitive.
16 Other long-term receivables
Prepayments
2,985
5,971
The prepayment amount represents the non-current element of the cash paid to the previous owners of Polaris Actuaries
and Consultants Limited, who are now employees of XPS Group. This amount is subject to a clawback clause and so
will be amortised over the clawback period of three years to March 2028.
133
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
17 Trade and other receivables
Trade receivables
33,589
30,206
Less: provision for impairment of trade receivables
(576)
(539)
Net trade receivables
33,013
29,667
Contract assets – accrued income
25,133
19,875
Contract assets – amounts recognised for triennial reviews
1,289
1,278
Total contract assets
26,422
21,153
Total financial assets other than cash and cash equivalents carried at amortised cost
59,435
50,820
Prepayments
10,537
9,664
Other receivables
460
199
Total trade and other receivables
70,432
60,683
The carrying value of trade and other receivables carried at amortised cost approximates to fair value.
31 March 2026
Current
Expected loss rate
0%
0%
2%
11%
Gross carrying amount
25,699
5,311
1,971
608
33,589
Loss provision
37
22
30
64
153
Amendment for specific bad debt provision
(37)
(22)
(30)
512
423
Total
—
—
—
576
576
31 March 2025
Current
Expected loss rate
0%
1%
4%
12%
Gross carrying amount
23,743
3,932
1,805
726
30,206
Loss provision
71
32
66
86
255
Amendment for specific bad debt provision
(71)
(32)
(66)
453
284
Total
—
—
—
539
539
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables and contract assets. The expected loss rates are based on the Group’s historical
credit losses experienced over the three-year period prior to the period end. The historical loss rates are then adjusted
for current and forward-looking information affecting the Group’s customers.
Once the IFRS 9 approach has been calculated, the Group then calculates a specific debt provision based on age of
debt and specific client knowledge. The provision is then adjusted to take this detail into account.
Of the March 2025 contract asset balance relating to triennial reviews of £1,278,000, £1,013,000 was billed in the year,
reducing the brought forward amount. A further £1,024,000 of revenue was recognised in the year. There are no other
significant movements in the contract assets balance in the year. The March 2026 contract asset balance is expected
to be billed in the year ending 31 March 2027 (£1,046,000), the year ending 31 March 2028 (£235,000), and the year
ending 31 March 2029 (£8,000).
Prepayments include an asset of £3.0 million (2025: £3.0 million) in respect of the current portion of the clawback
provision on the Polaris prepaid consideration. This receivable is amortised over the clawback period of three years
to March 2028.
At the year end, the value of contract assets – accrued income for Advisory and Administration revenue was £24.1 million
(2025: £18.9 million).
134
XPS Pensions Group plc Annual Report and Accounts 2026

18 Cash and cash equivalents
Cash and cash equivalents per statement of financial position
16,848
14,717
Cash and cash equivalents per statement of cash flows
16,848
14,717
The balance is comprised solely of cash at bank and on hand.
19 Loans and borrowings
Drawn revolving credit facility
—
—
63,000
63,000
63,000
Capitalised debt arrangement fees
—
—
(749)
(749)
(749)
Total
—
—
62,251
62,251
62,251
Drawn revolving credit facility
—
—
55,000
55,000
55,000
Capitalised debt arrangement fees
—
—
(979)
(979)
(979)
Total
—
—
54,021
54,021
54,021
The book value and fair value of loans and borrowings are not materially different.
Terms and debt repayment schedule
£’000
Currency
Nominal interest rate
Revolving credit facility
63,000
GBP
1.20% above SONIA
2029
£’000
Currency
Revolving credit facility
55,000
GBP
1.20% above SONIA
2029
At 31 March 2026 the Group had drawn down £63,000,000 (2025: £55,000,000) of its revolving credit facility. The
Group’s revolving facility agreement is for £120 million with an accordion of £50 million. This facility has a four year
term which started in March 2025. Interest is calculated at a margin above SONIA, subject to a net leverage test.
The related fees for access to the facility are included in the consolidated statement of comprehensive income.
In May 2026 the loan term was extended for a further year, so it will now mature in March 2030.
Capitalised loan-related costs are amortised over the life of the loan to which they relate.
Bank debt is secured by way of debentures in the Group companies which are obligors to the loans. These are XPS
Pensions Group plc, XPS Consulting Limited, XPS Pensions Consulting Limited, XPS SIPP Services Limited, XPS
Holdings Limited, XPS Pensions Limited, XPS Investment Limited, XPS Administration Limited, and Polaris Actuaries
and Consultants Limited. The security is over all the assets of the companies which are obligors to the loans.
20 Reconciliation of liabilities arising from financing activities
31 March
this year 2026
£’000
Drawn revolving credit facility
55,000
8,000
—
—
63,000
Capitalised debt arrangement fees
(979)
—
230
—
(749)
Interest payable on long-term borrowings
46
(3,361)
—
3,325
10
Lease liabilities
14,953
(2,921)
—
3,794
15,826
Total liabilities from financing activities
69,020
1,718
230
7,119
78,087
135
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
20 Reconciliation of liabilities arising from financing activities continued
31 March
this year 2025
£’000
Drawn revolving credit facility
24,000
31,000
—
—
55,000
Capitalised debt arrangement fees
(614)
(999)
634
—
(979)
Interest payable on revolving credit facility
89
(1,818)
—
1,775
46
Lease liabilities
9,167
(2,315)
—
8,101
14,953
Total liabilities from financing activities
32,642
25,868
634
9,876
69,020
Net debt for bank reporting purposes:
Drawn revolving credit facility
63,000
55,000
Less: cash
(16,848)
(14,717)
Net debt
46,152
40,283
For banking covenant purposes, net debt includes any amounts owed as contingent consideration, but excludes
lease liabilities.
21 Provisions for other liabilities and charges
Balance at 1 April 2025
3,406
1,791
406
5,603
Provisions made during the year
1,022
539
1,641
3,202
Provisions used during the year
(1,869)
—
(72)
(1,941)
Provisions released unused during the year
—
(103)
(316)
(419)
Balance at 31 March 2026
2,559
2,227
1,659
6,445
Due within one year or less
1,649
420
1,659
3,728
Between one and three years
910
198
—
1,108
Over three years
—
1,609
—
1,609
2,559
2,227
1,659
6,445
Balance at 1 April 2024
1,857
1,353
506
3,716
Provisions made during the year
2,818
438
605
3,861
Provisions used during the year
(1,269)
—
(401)
(1,670)
Provisions released unused during the year
—
—
(304)
(304)
Balance at 31 March 2025
3,406
1,791
406
5,603
Due within one year or less
1,929
365
406
2,700
Between one and three years
1,477
165
—
1,642
Over three years
—
1,261
—
1,261
3,406
1,791
406
5,603
136
XPS Pensions Group plc Annual Report and Accounts 2026

21 Provisions for other liabilities and charges continued
Social security costs (National Insurance) are payable on gains made by employees on exercise of share options
granted to them. The eventual liability to National Insurance is dependent on:
• the market price of the Group’s shares at the date of exercise;
• the number of options that will be exercised; and
• the prevailing rate of National Insurance at the date of exercise.
Dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in
accordance with the lease terms. The cost is recognised within the depreciation of the right-of-use asset over the remaining
term of the lease. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.
The dilapidations provision will be utilised after the end of the lease of the asset to which it relates.
The Group is involved in a small number of potential professional indemnity claims. The amount provided represents the
Directors’ best estimate of the Group’s liability, after having taken legal advice. Uncertainties relate to whether claims will be
settled out of court or if not whether the Group is successful in defending any action. Because of the nature of the disputes,
the Directors have not disclosed future information on the basis that they believe that this would be seriously prejudicial to
the Group’s position in defending the cases brought against it. The provision relating to potential professional indemnity
claims is updated depending on the status of each individual claim.
22 Deferred tax
Analysis of the breakdown and movement of deferred tax during the year is as follows:
31 March
in equity 2026
£’000
Property, plant and equipment
448
405
—
853
Other temporary and deductible differences – share-based payments
(6,351)
(228)
2,999
(3,580)
Other temporary and deductible differences – other
902
124
—
1,026
Customer relationships
21,139
(2,368)
—
18,771
16,138
(2,067)
2,999
17,070
Property, plant and equipment
319
129
—
—
448
Capital gains
943
(943)
—
—
—
Other temporary and deductible differences – share-based payments
(3,499)
(4 86)
(2,366)
—
(6,351)
Other temporary and deductible differences – other
496
406
—
—
902
Customer relationships
17,334
(820)
—
4,625
21,139
15,593
(1,714)
(2,366)
4,625
16,138
Deferred tax assets are recognised to the extent that the realisation of the related tax benefit through future taxable
profits is probable. Deferred tax assets and liabilities have been measured at the rate they are expected to unwind at,
using a rate substantively enacted at 31 March 2026, which is not lower than 25% (2025: 25%).
137
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
23 Trade and other payables
Trade payables
10,393
7,888
Accrued expenses
21,559
21,234
Accrued earn out consideration relating to Polaris
5,488
670
Interest payable
10
46
Other payables
729
299
Total financial liabilities excluding leases, loans and borrowings, classified as financial liabilities at
amortised cost
38,179
30,137
Other payables – tax and social security payments
3,343
2,830
Other payables – VAT
7,817
7,131
Contract liabilities
3,710
7,028
Total trade and other payables
53,049
47,126
Current
47, 561
46,456
Non-current
5,488
670
Total trade and other payables
53,049
47,126
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost
approximates to fair value.
The March 2026 contract liability balance is expected to be recognised in the year ended 31 March 2027 (£3,424,000),
31 March 2028 (£250,000), and 31 March 2029 (£36,000). Of the March 2025 contract liability balance of £7,028,000,
£6,611,000 was recognised in revenue in the year to 31 March 2026, £377,000 will be recognised in the year to
31 March 2027, and £40,000 in the year to 31 March 2028.
The non-current trade and other payables relate to post-acquisition remuneration for the Polaris acquisition, which is
payable three years post-acquisition, and is based on certain performance criteria. This is kept under review and the
figure accrued has been updated to reflect the expected payout at the end of the three-year period.
24 Share capital
31 March 2026
31 March 2025
In issue at the beginning of the year
208,355
104
207,545
104
Issued during the year
—
—
810
—
In issue at the end of the year
208,355
104
208,355
104
31 March 2026
31 March 2025
’000
£’000
’000
£’000
Ordinary shares of 0.05p (2025: 0.05p) each
Shares held by the Group’s Employee Benefit Trust
202,924
101
203,654
102
Ordinary shares of 0.05p (2025: 0.05p) each
5,431
3
4,701
2
Shares classified in shareholders’ funds
208,355
104
208,355
104
The number of shares allotted in the year is nil (2025: 810,440).
The Group has invested in the shares for its Employee Benefit Trust (EBT). These shares are held on behalf of
employees and legal ownership will transfer to those employees on the exercise of an award. This investment in own
shares held in trust is deducted from equity in the consolidated statement of changes in equity.
138
XPS Pensions Group plc Annual Report and Accounts 2026

25 Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Retained earnings:
All net gains and losses recognised through the consolidated statement of comprehensive income.
Share premium:
Amounts subscribed for share capital in excess of nominal value.
Merger relief reserve:
The merger relief reserve represents the difference between the fair value and nominal value
26 Financial instruments
The fair values and the carrying values of financial assets and liabilities are the same.
Credit risk
The maximum exposure to credit risk at the reporting date was:
Trade receivables
33,589
30,206
Provision for impairment of trade receivables
(576)
(539)
Net trade receivables due
33,013
29,667
Contract assets – accrued income
25,133
19,875
Contract assets – amounts recognised for triennial reviews
1,289
1,278
Cash and cash equivalents
16,848
14,717
Total
76,283
65,537
Credit risk mitigation
The ageing of trade receivables at the reporting date was:
Not past due
25,699
23,743
Past due 0–30 days
5,311
3,932
Past due 31–90 days
1,971
1,805
Past due more than 90 days
608
726
Total
33,589
30,206
Balance at start of the year
539
602
Increase during the year
477
539
Receivable written off during the year as uncollectable
—
(34)
Reversal of allowances
(440)
(568)
Balance at end of the year
576
539
The Group prepared a forward-looking impairment model using a provision matrix based on historical data. Using
this, the Group believes that an impairment allowance of £576,000 (2025: £539,000) is adequate in respect of
trade receivables. Those debts which have not been provided against are considered recoverable by the Group.
In accordance with IFRS 9, the expected credit loss (ECL) model was used to calculate the impairment loss.
The Group has considered whether any provision needs to be made for credit losses on contract assets, and
concluded that there are none.
Cash flow risk
The Group is exposed to cash flow interest rate risk in two main respects. Firstly, corporate and client bank deposits,
which earn interest at a variable rate, although not at a material level. Secondly, interest expense arising on the Group’s
revolving credit facility at a margin over SONIA.
139
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
26 Financial instruments continued
Interest rate risk
The interest rate on the Group’s revolving credit facility is a margin over SONIA and as such the Group is at risk from
SONIA increases. The sensitivity of the interest rate risk has been assessed and it is not material.
Liquidity risk
Liquidity risk arises from the Group’s working capital and the finance charges and principal repayments on its debt
instruments. It is the risk the Group will encounter difficulty in meeting its financial obligations as they fall due.
The following table sets out the contractual maturities (representing undiscounted cash flows) of financial liabilities:
Trade and other payables
38,179
—
—
—
—
38,179
Leases
1,358
2,667
2,962
6,339
5,421
18,747
Loans and borrowings
—
—
—
63,000
—
63,000
Bank interest
753
2,261
2,270
2,245
—
7, 529
40,290
4,928
5,232
71,584
5,421
127,455
Trade and other payables
30,137
—
—
—
—
30,137
Leases
965
2,526
3,145
5,909
4,956
17,501
Loans and borrowings
—
—
—
55,000
—
55,000
Bank interest
807
2,268
2,109
2,354
—
7, 538
31,909
4,794
5,254
63,263
4,956
110,176
The Group does not have any concerns over meeting its liabilities as they fall due, as the forecasts prepared indicate
sufficient cash receipts in each period to cover liabilities.
Cash and cash equivalents for the purposes of the statement of cash flows comprise:
Cash at bank available on demand
16,848
14,717
Capital risk
The Group’s objectives when managing capital are to maximise shareholder value whilst safeguarding the Group’s
ability to continue as a going concern. Total capital is calculated as total equity in the statement of financial position.
Management of capital
Total equity
174,847
185,407
140
XPS Pensions Group plc Annual Report and Accounts 2026

27 Related party transactions
Key management emoluments during the year
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group, being the Board of Directors.
Emoluments
5,818
6,379
Share-based payment
1,759
1,340
Company contributions to defined contribution pension plans
30
30
Social security costs
986
783
8,593
8,532
Non-executive emoluments during the year
Emoluments
474
500
Social security costs
55
61
529
561
One of the Non-Executive Directors is also a customer of the Group’s SIP business. No amounts were outstanding at
31 March 2026.
28 Earnings per share
Profit for the year
26,558
30,343
Weighted average number of ordinary shares in issue
204,313
206,453
Diluted weighted average number of ordinary shares
214,609
219,437
Basic earnings per share (pence)
13.0
14.7
Diluted earnings per share (pence)
12.4
13.8
The calculation of basic earnings per share is based on the earnings attributable to ordinary shareholders divided by
the weighted average number of shares in issue during the period.
Reconciliation of weighted average ordinary shares in issue to diluted weighted average ordinary shares:
Weighted average number of ordinary shares in issue
204,313
206,453
Dilutive impact of share options vested up to exercise date
1,451
792
Dilutive impact of PSP, DSBP and SEP options not yet vested
7,492
8,334
Dilutive impact of dividend yield shares for PSP, DSBP and SEP options
971
1,125
Dilutive impact of SAYE options not yet vested
382
2,733
Diluted weighted average number of ordinary shares
214,609
219,437
Share awards were made to the Executive Board members and key management personnel in each year since the
year ended 31 March 2017, these are subject to certain conditions, and each tranche of awards vest three years after
the award date. Deferred Share Bonus Plan awards vest two years after the award date. Dividend yield shares relating
to these awards will also be awarded upon vesting of the main awards. Further shares have been issued under SAYE
share schemes in the year ending 31 March 2025; these will vest in the year ending 31 March 2028. These shares are
reflected in the diluted number of shares and diluted earnings per share calculations.
141
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the consolidated financial statements continued
for the year ended 31 March 2026
28 Earnings per share continued
Adjusted earnings per share
Adjusted profit after tax
47,937
45,112
Adjusted earnings per share (pence)
23.5
21.9
Diluted adjusted earnings per share (pence)
22.3
20.6
The adjusted profit after tax is taken from the trading column of the income statement, and excludes the impact of the
exceptional and non-trading items disclosed in note 5.
29 Subsidiaries
The following are the wholly owned companies consolidated within the financial statements of XPS Pensions Group plc:
number
Principal activity
Registered address
XPS Consulting Limited
08287502
Holding company
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
The subsidiaries below are indirectly owned by other Group companies:
number
Principal activity
Registered address
XPS Pensions Consulting Limited
02459442
Employee benefit
XPS SIPP Services Limited
SC069096
Employee benefit
Xafinity Pensions Trustees Limited
01450089
Dormant
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
Hazell Carr (AT) Services Limited
SC420031
Employee benefit
Hazell Carr (SG) Services Limited
01867603
Dormant
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
Hazell Carr (ES) Services Limited
02372343
Dormant
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
Hazell Carr (PN) Services Limited
00236752
Dormant
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
Hazell Carr (SA) Services Limited
SC086807
Dormant
Scotia House, Castle Business Park, Stirling, Stirlingshire
FK9
4TZ
n/a
Trust
JTC Trustees Limited, Elizabeth House, 9 Castle Street,
XPS Holdings Limited
04807951
Holding company
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
09655671
Holding company
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
XPS Administration Limited
09428346
Employee benefit
XPS Investment Limited
06242672
Employee benefit
XPS Pensions Limited
03842603
Employee benefit
XPS Pensions (RL) Limited
05817049
Employee benefit
XPS Pensions (Trigon) Limited
12085392
Employee benefit
MJF Pension Trustees Limited
03394648
Dormant
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
MJF SSAS Trustees Limited
04089958
Dormant
Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB
Penfida Limited
08020393
Employee benefit
09640309
Management
142
XPS Pensions Group plc Annual Report and Accounts 2026

29 Subsidiaries continued
Subsidiary audit exemptions
The following UK subsidiary undertakings are exempt from the requirements of the Companies Act 2006 (the “Act”)
relating to the audit of individual accounts by virtue of Section 479A of the Act.
Company name
Company number
Hazell Carr (AT) Services Limited
SC420031
XPS Holdings Limited
04807951
XPS Administration Holdings Limited
1
XPS Pensions (RL) Limited
05817049
XPS Pensions (Trigon) Limited
12085392
Penfida Limited
08020393
Polaris Actuaries and Consultants Limited
09640309
1 This Company was dissolved on 26 May 2026.
The Company will guarantee all outstanding liabilities that these subsidiaries are subject to as the financial year ended
31 March 2026 in accordance with Section 479C of the Act, as amended by the Companies and Limited Liability
Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012. In addition,
the Company will guarantee any contingent and prospective liabilities that these subsidiaries are subject to.
30 Dividends
Amounts recognised as distributions to equity holders of the Parent in the year
Final dividend for the year ended 31 March 2025: 8.2p per share (2024: 7.0p per share)
16,697
14,577
Interim dividend for the year ended 31 March 2026: 4.1p (2025: 3.7p) per ordinary share was paid during
the year
8,350
7,608
25,047
22,185
The recommended final dividend payable in respect of the year ended 31 March 2026 is £1 9. 0 million or 9.1p per share
(2025: £17.0 million or 8.2p per share).
The proposed dividend has not been accrued as a liability as at 31 March 2026 as it is subject to approval at the Annual
General Meeting.
Proposed final dividend for year ended 31 March 2026
18,991
16,961
The Trustee of the Xafinity Employee Benefit Trust has waived its entitlement to dividends.
The Company statement of changes in equity shows that the Company has positive reserves of £195,756,000.
Therefore there are sufficient distributable reserves in XPS Pensions Group plc in order to pay the proposed
final dividend.
31 Ultimate controlling party
The Directors do not consider that there is an ultimate controlling party.
143
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Statement of financial position – Company
as at 31 March 2026
Note
31 March
2026
£’000
31 March
2025
£’000
Assets
Non-current assets
Investments 5 52,301 44,823
Trade and other receivables 6 229,534 268,654
281,835 313,477
Current assets
Trade and other receivables 6 9 1
Cash and cash equivalents 8 2
17 3
Total assets 281,852 313,480
Liabilities
Non-current liabilities
Trade and other payables 7 — 46,666
— 46,666
Current liabilities
Trade and other payables 7 16 —
Current tax liabilities 8 2,708 4,592
2,724 4,592
Total liabilities 2,724 51,258
Net assets 279,128 262,222
Equity
Share capital 9 104 104
Share premium 10 1,786 1,786
Merger relief reserve 10 48,687 48,687
Investment in own shares 10 (18,233) (15,142)
Other reserve 10 51,028 43,551
Retained profit 10 195,756 183,236
Total equity 279,128 262,222
The notes on pages 147 to 150 form part of these financial statements.
Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own
statement of comprehensive income. The profit for the financial year of the holding company, as approved by the
Board, was £53 , 9 9 1 ,0 0 0 (2025: £4 4 , 970,0 0 0).
These financial statements were approved by the Board of Directors on 17 June 2026 and were signed on its behalf by:
Snehal Shah
Chief Financial Officer
17 June 2026
Registered number: 08279139
144
XPS Pensions Group plc Annual Report and Accounts 2026

Statement of changes in equity – Company
for the year ended 31 March 2026
Share
capital
£’000
Share
premium
£’000
Merger
relief
reserve
£’000
Investment
in own
shares
£’000
Other
reserve
£’000
Retained
profit
£’000
Total
£’000
Balance at 1 April 2024 104 1,786 48,687 (2,925) 37,616 166,081 251,349
Comprehensive income and total comprehensive
income for the year — — — — — 44,970 44,970
Contributions by and distributions to owners
Shares purchased by Employee Benefit Trust
forcash — — — (18,715) — — (18,715)
Exercise of share options settled from the
Employee Benefit Trust — — — 6,498 — (5,630) 868
Share-based payment expense – IFRS 2 charge
in respect of long-term incentives — — — — 5,946 — 5,946
Deferred tax movement in respect of long-term
incentives — — — — (11) — (11)
Dividends paid — — — — — (22,185) (22,185)
Total contributions by and distributions to owners — — — (12,217) 5,935 (27,815) (34,097)
Balance at 31 March 2025 104 1,786 48,687 (15,142) 43,551 183,236 262,222
Balance at 1 April 2025 104 1,786 48,687 (15,142) 43,551 183,236 262,222
Comprehensive income and total comprehensive
income for the year — — — — — 53,991 53,991
Contributions by and distributions to owners
Shares purchased by Employee Benefit Trust
forcash — — — (20,914) — — (20,914)
Exercise of share options settled from the
Employee Benefit Trust — — — 17,823 — (15,548) 2,275
Share-based payment expense – IFRS 2 charge
in respect of long-term incentives — — — — 7,477 — 7,477
Dividends paid — — — — — (25,047) (25,047)
Dividend equivalents paid on vested share
options — — — — — (876) (876)
Total contributions by and distributions to owners — — — (3,091) 7,477 (41,47 1) (37,085)
Balance at 31 March 2026 104 1,786 48,687 (18,233) 51,028 195,756 279,128
The appropriate filing of interim accounts showing sufficient reserves to pay the £25,047,000 dividend was undertaken.
The notes on pages 147 to 150 form part of these financial statements.
145
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Cash flows from operating activities
Profit for the year 53,991 44,970
Adjustments for:
Finance income (11,995) (14,812)
Finance costs 1,159 2,842
Income tax expense 2,708 3,002
Dividend income (45,876) (36,000)
(13) 2
Decrease/(increase) in trade and other receivables 8 (1)
Increase in trade and other payables (14) —
Net cash (outflow)/inflow from operating activities (19) 1
Cash flows from investing activities
Finance income received 6 25
Net cash inflow from investing activities 6 25
Cash flows from financing activities
Purchase of ordinary shares by EBT (20,914) (18,715)
Loans with related parties 29,283 17,068
Dividends paid (8,350) —
Net cash inflow/(outflow) from financing activities 19 (1,647)
Net increase/(decrease) in cash and cash equivalents 6 (1,621)
Cash and cash equivalents at start of year 2 1,623
Cash and cash equivalents at end of year 8 2
The notes on pages 147 to 150 form part of these financial statements.
Statement of cash flows – Company
for the year ended 31 March 2026
146
XPS Pensions Group plc Annual Report and Accounts 2026

Notes to the financial statements – Company
for the year ended 31 March 2026
1 Accounting policies
XPS Pensions Group plc (the “Company”) is a public company incorporated in the UK. The principal activity of the
Company is that of a holding company. The registered office is Phoenix House, 1 Station Hill, Reading RG1 1NB.
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted International Accounting Standards.
The financial statements have been prepared under the going concern basis.
The preparation of financial statements in accordance with the requirements of International Financial Reporting
Standards (IFRS) requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company’s accounting policies. The Company makes certain estimates and
assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
There are no critical judgements or estimates to disclose.
Measurement convention
The financial statements are prepared on the historical cost basis.
Going concern
Taking into consideration the Company’s financial position and liquidity requirements, the Directors have a reasonable
expectation that the Company has adequate resources to continue in operation for a period of at least 12 months from
the date of approval of the financial statements. Refer to Note 1 in the notes to the consolidated financial statements
for the Directors’ considerations made in respect to the Group’s going concern assessment.
Investments in subsidiaries
Investments in subsidiaries are carried at cost, plus capital contributions to the Group’s subsidiary companies in
respect of share-based payment charges, less any provisions for impairment.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders,
this is when paid and in the case of final dividends, this is when approved by the shareholders at the Annual
General Meeting.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in profit and loss in the
statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively
enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.
Changes in accounting policies – new standards, interpretations and amendments effective from 1 April 2025
New and amended standards and interpretations issued by the IASB that apply for the first time in these annual
financial statements do not impact the Company as they are either not relevant to the Company’s activities or require
accounting which is consistent with the Company’s current accounting policies.
New standards and interpretations adopted and not yet adopted
A number of new standards, amendments to standards and interpretations are not effective for 2026, and therefore
have not been applied in preparing XPS Pensions Group plc’s financial statements. These standards, interpretations
and amendments issued by the IASB (of which some are still subject to endorsement by the UK) but not yet effective
are not expected to have a material impact on the Company’s financial statements.
2 Financial risk management
The Company is a holding company and has limited exposure to financial risks. Details of the financial risks
management are contained in the Group accounts (note 2) and details of their application to the Company are
included in Company note 12. During the year, the Company settled the payable balance of £46.7 million (note 7)
owedto related parties by way of an intercompany settlement agreement involving other related parties.
3 Capital risk management
The Company is a holding company and will apply the risk management policies of the Group contained in the Group’s
financial statements.
147
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

Notes to the financial statements – Company continued
for the year ended 31 March 2026
4 Staff numbers and costs
The Company had no employees other than Directors in the year to 31 March 2026 (2025: nil).
No Directors received remuneration for their services to the Company during the year. Directors were remunerated for
their services to the Group by a subsidiary company. Details of Directors’ remuneration can be found in the Directors’
Remuneration Report on pages 70-93.
Pension contributions of £nil (2025: £nil) were paid on behalf of the Directors in the Company.
5 Investments in subsidiaries
£’000
At 31 March 2024 38,478
Capital contribution arising from share-based payments 5,934
Capital contribution 411
At 31 March 2025 44,823
Capital contribution arising from share-based payments 7,478
At 31 March 2026 52,301
Subsidiary Ownership
Country of
incorporation
Class of
shares
held
Principal
activities Registered address
XPS Consulting Limited 100% England and Wales Ordinary Holding
company
Phoenix House, 1 Station Hill,
Reading, Berkshire RG1 1NB
All other subsidiaries disclosed in note 29 of the Group accounts are indirectly owned by other Group companies.
6 Trade and other receivables
31 March
2026
£’000
31 March
2025
£’000
Receivables due from related parties 229,534 268,654
Other receivables 9 1
Total trade and other receivables 229,543 268,655
Non-current receivable 229,534 268,654
Current receivable 9 1
229,543 268,655
The receivables due from related parties are classified as non-current in line with the requirements of IAS 1, and is
based on the expected timing of the recoverability of the amounts receivable. Interest is charged on the receivables
due from related parties in line with the Group’s interest rate (see note 13).
7 Trade and other payables
31 March
2026
£’000
31 March
2025
£’000
Payables due to related parties — 46,666
Other payables 16 —
Total trade and other payables 16 46,666
Non-current payable — 46,666
Current payable 16 —
16 46,666
8 Current tax liabilities
31 March
2026
£’000
31 March
2025
£’000
Corporation tax payable 2,708 4,592
148
XPS Pensions Group plc Annual Report and Accounts 2026

9 Share capital
Details on the share capital of the Company are contained in the Group financial statements.
10 Reserves
Reserve Description and purpose
Share premium: Amount subscribed for share capital in excess of nominal value.
Other reserve: The other reserve represents the amount in respect of the equity-settled awards made by the Employee
Benefit Trust to subsidiary companies as instructed by the Company.
Merger relief
reserve:
The merger relief reserve represents the difference between the fair value and nominal value of shares
issued on the acquisition of subsidiary companies.
Investment in
own shares:
Cost of own shares held by the EBT. See note 11 for more information.
Retained profit: All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
11 Investment in own shares
31 March
2026
£’000
31 March
2025
£’000
Balance at 1 April 15,142 2,925
Acquired during the year 20,914 18,715
Utilised during the year (17,823) (6,498)
Balance at 31 March 18,233 15,142
Investment in own shares represents the cost of shares in the Company purchased in the market and held by the
Employee Benefit Trust (EBT) to satisfy awards under the Group’s employee share option plans (see note 10 to the
Group’s consolidated financial statements).
During the year, 5,994,262 (2025: 5,923,045) shares with a total value of £20,914,000 (2025: £18,715,000) have been
purchased by the EBT. 5,264,451 (2025: 2,734,656) shares were used in the year to satisfy vested employee share
options. The number of ordinary shares held by the EBT at 31 March 2026 was 5,430,960 (2025: 4,701,149).
12 Financial instruments
The fair values and the carrying values of financial assets are the same.
Credit risk
The maximum exposure to credit risk at the reporting date was:
Carrying
amount
31 March
2026
£’000
Carrying
amount
31 March
2025
£’000
Receivables due from related parties 229,534 268,654
Other receivables 9 1
Total 229,543 268,655
Loans from related parties are repayable on demand. Credit risk for receivables due from related parties has not
increased significantly since their initial recognition.
Liquidity risk
The Company does not have any significant liquidity risk, as its receivables and payables are all with related parties
and so can control cash flows with intercompany trading partners to ensure liquidity.
Interest rate risk
The Company does not have any significant interest rate risk, as its receivables and payables are all with related
parties. All intercompany receivable and payable balances incur interest income and expense at the same rate,
whichis determined by reference to the Group’s borrowing rate on its revolving credit facility.
149
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements

12 Financial instruments continued
Capital risk management
As part of XPS Group, the Company is focused on delivering value for its shareholders whilst ensuring the Group is able
to continue effectively as a going concern. Total capital for the Company comprises total equity.
The policy for managing capital is to increase shareholder value by maximising profits and cash. Budgets and forecasts
are set in the short and medium term that the Company feels are achievable. The processes for managing capital are
regular reviews of financial data to ensure that the Company is tracking the targets set and to reforecast as necessary
based on the most up-to-date information. This then contributes to the Group’s forecast which ensures future covenant
test points are met. The Group continues to meet these test points and they have been achieved over the last 12
months. Further information can be found within the consolidated financial statements of XPS Pensions Group plc.
Management of capital
31 March
2026
£’000
31 March
2025
£’000
Total equity 279,128 262,222
13 Related party transactions
Amounts receivable from/(payable to) related parties at the balance sheet date
31 March
2026
£’000
31 March
2025
£’000
Loans to related parties 229,534 268,654
Loans from related parties — (46,666)
Net loans to related parties 229,534 221,988
Movement in loans to related parties in the year are as follows:
31 March
2026
£’000
31 March
2025
£’000
Interest income 11,989 14,788
Decrease in loans to related parties (96,109) (41,141)
Intercompany dividend receivable 45,000 36,000
Total (39,120) 9,647
Of the decrease in loans to related parties, £26,674,000 (2025: £17,070,000) was cash funded to XPS Pensions Group
plc. The rest of the movements were non-cash.
Movement in loans from related parties in the year are as follows:
31 March
2026
£’000
31 March
2025
£’000
Interest expense (1,079) (2,781)
Decrease in loans from related parties 47,745 579
Total 46,666 (2,202)
Of the decrease in loans from related parties, £2,611,000 (2025: £nil) was cash. The rest of the movements
were non-cash.
All transactions with related parties are made in the ordinary course of business and balances outstanding at the
reporting date are unsecured. Loans are repayable on demand and accrue interest at a rate in line with the Group’s
bank borrowing rate. 5.21% was applied in the year (2025: 6.15%). All related parties are part of the XPS Group.
14 Ultimate controlling party
The Directors do not consider that there is an ultimate controlling party.
Notes to the financial statements – Company continued
for the year ended 31 March 2026
150
XPS Pensions Group plc Annual Report and Accounts 2026

Company information
Registered office and Directors’ address
Phoenix House
1 Station Hill
Reading
Berkshire
RG1 1NB
Company Secretary
Sarah Rixon
Financial adviser and broker
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Financial adviser and broker
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Legal advisers to the Company
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Northern Bank Ltd T/A Danske Bank
Donegall Square West
Belfast
Northern Ireland
BT1 6JS
Crédit Industriel et Commercial, London Branch
Finsbury Circus House
15 Finsbury Circus
London
EC2M 7EB
HSBC Bank plc
London Commercial Banking Centre
6th Floor
71 Queen Victoria Street
London
EC4V 4AY
Lloyds Bank plc
The Mound
Edinburgh
EH1 1YZ
Notes
www.xpsgroup.com
151
XPS Pensions Group plc Annual Report and Accounts 2026
Financial statements
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Registered office
Phoenix House
1 Station Hill
Reading
Berkshire
RG1 1NB
T: 0118 918 5000
www.xpsgroup.com
XPS Pensions Group plc Annual Report and Accounts 2026

XPS Pensions Group plc Annual Report and Accounts 2026