Final results for the year ended 31 March 2024

XPS Pensions Group PLC

20 June 2024

XPS Pensions Group plc

Another year of record growth

XPS Pensions Group plc ("XPS" or the "Group"), the leading Pensions Consulting and Administration business, is pleased to announce its audited full year results for the year ended 31 March 2024 ("FY 2024").

	Adjusted and excluding NPT⁽¹⁾			As reported
	FY 2024	FY 2023	Change YoY	FY 2024	FY 2023	Change YoY
Pensions Actuarial and Consulting	£93.4m	£77.4m	21%	£93.4m	£77.4m	21%
Pensions Investment Consulting	£20.3m	£18.0m	13%	£20.3m	£18.0m	13%
Total Advisory	£113.7m	£95.4m	19%	£113.7m	£95.4m	19%
Pensions Administration	£71.9m	£57.5m	25%	£71.9m	£57.5m	25%
SIP	£11.0m	£9.4m	17%	£11.0m	£9.4m	17%
Total Group Revenue (excl. NPT)	£196.6m	£162.3m	21%	£196.6m	£162.3m	21%
NPT⁽¹⁾	-	-	-	£2.8m	£4.3m	(35%)
Total Group Revenue	£196.6m	£162.3m	21%	£199.4m	£166.6m	20%
EBITDA	£54.8m	£41.4m	32%	£79.8m	£35.1m	127%
Profit before tax⁽²⁾	£44.5m	£32.4m	37%	£62.5m	£19.1m	227%
Earnings per share	10.3p	7.4p	39%	26.2p	7.7p	240%
Fully Diluted EPS⁽¹⁾	15.1p	12.2p	24%	24.7p	7.3p	238%
Net debt	£14.0m	£55.3m	75%	£14.0m	£55.3m	75%
Total dividends per share	10.0p	8.4p	19%	10.0p	8.4p	19%

⁽¹⁾ Adjusted measures exclude the impact of acquisition related amortisation, share based payments, exceptional costs and the fair value adjustment to contingent consideration. They also exclude the results of the NPT business which was sold in November 2023.

⁽²⁾ Statutory/as reported profit before tax includes the gain on disposal of the NPT business. The net gain on the disposal of the NPT business during the year was £32.5 million.

· Strong client demand and inflationary fee increases drove 21% growth in Group revenues to £196.6 million

· Operational gearing continuing to improve with adjusted EBITDA ⁽¹⁾ up 32% YoY, with margin increasing to 27.9% from 25.5% last year

· Pensions Actuarial Consulting grew 21% and Pensions Investment Consulting grew 13% driven by strong client demand due to continued market and regulatory changes, alongside inflationary fee increases

· Pensions Administration revenue grew 25% YoY driven by new client wins, inflationary fee increases and increased levels of project work in areas such as GMP and the McCloud remedy.

· SIP revenues up 17% with strong underlying sales, and increases in commission tracking the bank base rate

· The National Pension Trust (NPT) was sold in November 2023 to SEI for an initial cash consideration of £35.0 million, with the Group simultaneously entering into a long-term contract to provide services to SEI

· Strong balance sheet supported by highly cash generative platform - operating cash-flow conversion of 104% (FY 2023: 99%)

· Net debt/adjusted EBITDA⁽¹⁾ substantially reduced to 0.27x at 31 March 2024 (31 March 2023: 1.38x)

· Statutory profit before tax up 227% YoY. Excluding the impact of the NPT disposal, statutory profit before tax was up 57%

· Adjusted diluted EPS⁽¹⁾ up 24% YoY to 15.1p despite the increase in corporation tax rate from 19% to 25%

· Continuing with progressive dividend policy - proposed final dividend of 7.0p resulting in total dividends for the year of 10.0p up 19% YoY

DELIVERING ON OUR GROWTH STRATEGY:

· Seventh consecutive year of revenue growth since listing in 2017 - performance underscores the non-cyclical, predictable and resilient nature of the business with an established brand, and the benefits of investments made in services in prior years

· Continued success in the first-time administration outsourcing market with the landmark appointment to the John Lewis Partnership pension scheme

· Our proprietary administration platform Aurora delivered on time and on budget with first new large client onboarded. Aurora is also driving success in winning new appointments

· Strong brand, enhanced by further multiple industry awards - 'Third Party Administrator of the Year', 'Fiduciary Evaluator of the Year' and 'Diversity and Inclusion Excellence Award'

· Strong employee-centric culture, with an employee net promoter score of +31, and named in the Sunday Times "Best Places to Work"

· Continued focus on sustainability within the business, notable milestones achieved:

o Reduced our own emissions and remained fully carbon neutral for the third year in a row (scope 1, 2 and 3 emissions)

o Retained signatory to the FRC's Stewardship Code

Paul Cuff, Co-CEO of XPS Pensions Group, commented:

"We are delighted to announce another year of record growth, encompassing multiple financial upgrades during the period. Our prior year was strong too, so to carry on our positive momentum and achieve total group revenue growth of 21% is really pleasing. It is also great that this was achieved with double digit growth in every one of our core divisions - actuarial, investment consulting, administration, and our SIP business.

We have seen continued growth in areas that we have invested in, such as our risk transfer team, and in services that we provide directly to insurers. We have also enjoyed playing an active role in the debate about the future of our industry in the new age of better funded defined benefit schemes; we look forward to continuing to advise our clients on the full range of strategic options available to them against the backdrop of changing regulations that are coming their way.

Earlier this month, we were delighted to learn that XPS will be joining the FTSE 250. It is a very proud milestone for us, achieved through the hard work of our colleagues and the support of our clients and shareholders. There is much yet to come and we remain very excited about the next stage of our journey.

Ben Bramhall, Co-CEO of XPS Pensions Group, commented:

"The delivery of our new administration platform, Aurora, was a big milestone for our Pensions Administration business. It was delivered on time and on budget and is now live, and we continue to invest in the platform and to transition clients on to it. We are excited as Aurora is truly cutting edge and will deliver a better experience for our clients and their members, and it has already been instrumental in new business success.

We remain a truly employee-centric organisation and were very proud of our employee survey results in the year, where for the second year in a row we achieved an employee net promotor score of over +30. We also won a UK Company Culture Award for the best diversity, equality and inclusion initiative.

Our culture is set by everyone at our firm, and we would like to thank all of our people for the way they look after each other and our clients. We are proud of what everyone has achieved in what has been a brilliant year for XPS."

Outlook

The regulatory and market drivers behind our dependable business model remain in place. The scale and reputation we have built in our markets, the thought leadership we provide on regulatory issues and the proprietary technologies and solutions we have developed, position us well to capitalise on the long-term opportunities in front of us. We have seen continued strong demand of our services since the beginning of the year and maintain an active new business pipeline. We have continued to grow market share, but with this still under 10% there is considerable scope for us to grow further.

The increasing overlap between the pensions and insurance industries through bulk annuities as well as broader life insurance opportunities offer further meaningful avenues of growth. To better reflect the growing overlap between the pensions and insurance industries and the expanding opportunity set ahead of us, we are making a small change to our brand identity to trade as XPS Group^*.

We are proud to be joining the FTSE 250 effective from 24 June which is a significant milestone for XPS and is a testament to the hard work of our colleagues and the backing of our clients and shareholders.

The strong momentum from FY 2024 has continued into the new financial year and we remain confident in delivering against our expectations for the current year.

* No change to our legal registered company name.

-Ends-

For further information, contact:

XPS Pensions Group

Snehal Shah

Chief Financial Officer

+44 (0)20 3978 8626

Canaccord Genuity (Joint Broker)

+44 (0)20 7523 8000

Adam James

Alex Orr

RBC Capital Markets (Joint Broker)

+44 (0)20 7653 4000

James Agnew

Jamil Miah

Media Enquiries:

Camarco

Gordon Poole

+44 (0)20 3757 4997

Rosie Driscoll

+44 (0)20 3757 4981

Notes to Editors:

XPS Pensions Group is a leading pension consulting and administration business focused on UK pension schemes. XPS combines expertise, insight and technology to address the needs of over 1,400 pension schemes and their sponsoring employers on an ongoing and project basis. We undertake pensions administration for over one million members and provide advisory services to schemes and corporate sponsors in respect of schemes of all sizes, including 88 with assets over £1bn.

Forward Looking Statements

This announcement may include statements that are forward looking in nature. Forward looking statements involve known and unknown risks, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These forward-looking statements are made only as at the date of this announcement. Nothing in this announcement should be construed as a profit forecast. Except as required by the Listing Rules and applicable law, the Group undertakes no obligation to update, revise or change any forward-looking statements to reflect events or developments occurring after the date such statements are published.

Co-Chief Executives' review

Growing track record

Our last Annual Report, for the year ended 31 March 2023, set out a tremendous set of results - a record year for the Group, delivering strong revenue growth with operational gearing coming through. With this we had delivered revenue growth in every year since we listed in 2017, in turn building on a much longer track record of continuous growth before that. This growth is set against a wide range of macro/geopolitical backdrops: macro - from the low-to-near-zero interest rates and inflation when we listed to the high rates and prices of today; and geopolitical - Brexit, the pandemic and conflict in Europe. To have delivered uninterrupted revenue growth throughout was, in our view, testament to the dependable nature of the pensions markets in which we operate, the resilience of our business model and the excellence and commitment of our people.

The question was; how to follow our best year? The answer was to go one better still, and this latest 12-month period is a stand-out in its own right. Growth at the revenue level has been strong across the board. All four main divisions (Pensions Actuarial & Consulting; Pensions Investment Consulting; Pensions Administration; and SIP) have recorded double-digit top-line growth. Typically, in any given year, one division outperforms. This year, the investment we have made in our services, together with the significant regulatory and structurally driven end market activity, has delivered uniform growth which has also been boosted by the headline level of inflation flowing through to our fees. That same combination also lies behind a second consecutive year of improved operational gearing for the Group, with an accelerating trend of earnings growing faster than revenues. Not only are we growing our revenues, but our profitability too, and we are continuing to grow sustainably. FY 2024 is the third successive year that we have been carbon neutral. It is also the second consecutive year that we have achieved an employee Net Promoter Score (eNPS) of more than 30, a level viewed as exceptional for professional services businesses. We were also named one of the Best Places to Work 2023 by The Sunday Times. As well as monitoring employee engagement and wellbeing, the survey tracked the best places to work for women, members of the LGBTQIA+ community, disabled employees, ethnic minorities and younger and older workers.

Growing profitability

Total Group revenues of £199.4 million for FY 2024 represent a 20% increase on FY 2023's £166.6 million. Excluding NPT, Group revenues were £196.6 million (FY 2023: £162.3 million), representing an increase of 21%. This is the second year in a row that total revenues have grown by 20% - previously, annual growth had been in the mid-to-high single digits. We view this step change in growth as a product of the high-inflationary environment and strong end markets. We also believe we are reaping the benefits of the investments we have made over the years in our technology, resources and platform. We have built up our capabilities across all of our key service areas so that the increased breadth and scale of our offering allows us to deliver an ever-expanding set of solutions to our clients. It also enables us to win new mandates on pension schemes of significant size, such as the John Lewis Partnership (JLP) Scheme, which was awarded to us during the year. The high proportion of organic revenue growth (19%) is further evidence that the investment in our internal capabilities is bearing fruit (the remaining growth arose from last year's Penfida acquisition).

In addition, this is the second successive year that the Group has benefited from operational gearing, whereby earnings growth has outpaced that of revenues - FY 2024 adjusted EBITDA excluding the NPT business sold in November 2023 grew 32% to £54.8 million (FY 2023 on a comparable basis: £41.4 million); statutory profit before tax increased 227% to £62.5 million (FY 2023: £19.1 million) on the back of strong operational performance as well as the gain on disposal of the NPT business; and adjusted diluted EPS grew 21% year on year to 15.3p in FY 2024 (FY 2023: 12.6p). Excluding the NPT business, the equivalent adjusted fully diluted EPS grew by 24% to 15.1p in FY 2024 (FY 2023: 12.2p). This latter measure is suppressed by the increase in corporation tax. As with revenues, earnings are benefiting from the investments we have made into our platform and capabilities. We expect this to continue in the years ahead.

In terms of balance sheet, following the sale of NPT during the year for an initial cash consideration of £35 million, a significant portion of the Group's existing debt facilities has been repaid. Having low debt gives us additional flexibility to invest further in the business, both organically and inorganically. Under the terms of the NPT sale, contingent consideration of up to £7.5 million may be paid to the Group, subject to business performance over the two years following completion.

Based on the strength of our financial performance and our balance sheet, we are proposing a 19% increase in the total full-year dividend for the year in line with our progressive dividend policy.

As mentioned earlier, growth at the divisional level has been across all areas of the business posting double-digit increases in full-year revenues: Pensions Actuarial & Consulting up 21% to £93.4 million (FY 2023: £77.4 million); Pensions Investment Consulting up 13% to £20.3 million (FY 2023: £18.0 million); Pensions Administration up 25% to £71.9 million (FY 2023: £57.5 million); and SIP up 17% to £11.0 million (FY 2023: £9.4 million). All of our divisions have benefited from contractual fee increases in line with various inflationary measures. Specific drivers of growth beyond this are:

Pensions Actuarial & Consulting: the switch from a low to a high interest rate/inflationary environment has driven a need for advice. Clients require guidance on how best to navigate the new macro backdrop and reset their strategies accordingly. In some cases, this has involved de-risking, fuelling further strong growth in risk transfer revenues. De-risking activity also continues to generate work directly for insurance companies as they take on pension scheme liabilities.

Pensions Investment Consulting: further tailwinds were experienced from the autumn 2022 gilt market crisis, leading to strong demand for portfolio rebalancing work and hedging strategy reviews as well as new mandates for independent oversight of fiduciary managers.

Pensions Administration: several new client wins late in the previous financial year came on stream during this year and increased the number of members under administration to 1.1 million. During the year we won John Lewis Partnership (JLP) with approximately 165,000 members, a new client that will transition between now and 2025. This win represents a major endorsement of both our offering and our new Aurora platform which we launched during the year on time and on budget. Aurora is a cloud-based proprietary system that drives efficiencies, further bolsters security and provides clients and members with enhanced online access.

We also won work in the public sector including a one-off project to support schemes to implement the McCloud judgement on behalf of approximately 32,000 members. We have assigned material resources to this project to ensure we meet the 2025 delivery target.

SIP: strong organic growth and a full-year contribution from our inclusion on the panel of recommended SIPP providers for St James' Place, one of the UK's leading financial advisers, have both been tailwinds. So too has the high bank base rate as, in line with standard industry practice, our SIP business is paid in part through interest generated from client deposits, although we have elected to cap this at a level that is currently well below prevailing rates and caps our peers typically have in place.

National Pensions Trust (NPT): following the November 2023 sale of NPT to SEI, a best-of-breed service provider, we continue to provide a wide range of services to both NPT and SEI. The rationale behind the sale is to create a market-leading master trust for the benefit of clients and members. Under the strategic partnership with SEI, we will continue to provide pensions administration and consultancy services.

Growing markets

Our end markets are large, growing, predictable and, as our long track record of revenue growth demonstrates, non-cyclical. This is primarily due to the presence of two key structural drivers.

Ongoing regulatory change: recent years have seen much activity on the regulatory front including the Pension Schemes Act 2021, which focuses on how corporates finance their arrangements and how schemes are treated following M&A; the 2018 GMP equalisation ruling that trustees must correct the unequal treatment of men and women in relation to elements of defined benefit schemes that built up in the 1980s/90s; and the CMA Review which recommended schemes seek independent advice about fund managers engaged on a fiduciary management basis. Further change is on the horizon, including a new Funding Code due no later than September 2024, which may have quite a profound impact on how pension schemes operate.

Changes to rules and regulations governing pension schemes have a lasting effect. Often bespoke advice is required to understand how changes affect individual schemes with the significant flows of business generated tending to run for several years. Furthermore, as the regulatory landscape gets more complex, in-house schemes can be open to outsourcing administration to specialist partners such as us.

Ongoing market-driven change: similar to regulation, when there is lasting change in financial markets, clients require advice on how best to navigate the new environment. The fundamental shift from low to high interest/inflation rates has largely been positive for pensions schemes - the aggregate funding level across all UK defined benefit schemes has improved by c. 20% over the last 2 years. As schemes look to lock in their surpluses and/or consider their options, demand for the services we provide, such as de-risking, rises. The number of schemes in the pensions eco-system is declining as they transfer out their liabilities to insurers but it's a gradual headwind for the industry and it continues to create a surge in demand for de-risking advice.

The bulk annuities market is one area that is benefiting from the move by pension schemes to de-risk and offload liabilities - bulk annuity transaction volumes are currently between £50-60 billion a year, compared to £30-40 billion previously. As de-risking via bulk annuities or other insurance solutions increases, so too does the overlap between the pensions and insurance industries. Like all pension scheme clients, insurers need best-in-class advice and solutions. Working with insurance companies is therefore a long-term growth opportunity for the business.

As the above demonstrates, there is no shortage of growth opportunities to go for within our markets. To maximise the opportunity set before us, we have in place four core strategic pillars.

Regulatory change as a driver of activity: by providing thought leadership, XPS is often at the heart of the regulatory debate and therefore well placed to offer up-to-date guidance and advice. This year, we have been involved in discussions with the Pensions Regulator, the UK Government, HM Treasury and the Institute for Fiscal Studies on how to drive greater investment of pension scheme assets into productive finance. Our research proposal "How DB pension schemes can support UK growth and protect members" sets out how regulations and a code of practice could deliver £100 billion in surplus to benefit members and the economy. While discussions on our straightforward and safe approach continue, we are already helping schemes benefit now and are building relationships with sponsors of large schemes (£1 billion plus) with which we are exploring run-on for their DB pensions.

Growing market share: the overall fee market stands at over £2.5 billion and has historically grown 3-4% per year, although, recently, this rate has picked up due to inflation and elevated levels of regulatory and market change. Based on full-year revenues of £199.4 million, our market share stands at 8%. Considerable scope remains for us to increase this and, as our 21% revenue growth for the year shows, this is what we are doing.

Growth through expanding services: the increasing overlap between the pensions and insurance industries as well as broader life insurance opportunities outside of bulk annuities offer clear avenues of growth. To capture this, we need to ensure we have a continually expanding offering. Technology plays a key role here both in terms of maximising the commercial value of our proprietary solutions in new ways and in developing new platforms.

The year under review saw us pioneer the use of AI in our industry. Our AI Driven Actuary (AIDA) tool revolutionises the assessment of member options for pension schemes by quickly analysing large volumes of members' data and providing clear information on which members are eligible for, and likely to engage with and benefit from, member options. The tool simplifies and accelerates the process for clients and trustees and allows action to be taken at speed when needed, either on buy-out or more generally to ensure fairness to members as market conditions change. Because it can be used by schemes of all sizes, AIDA helps trustees give more choice to all members.

Partnerships are another route to capturing market-driven growth. In line with this, we have been working with one of the leading UK bulk annuity providers to create a solution that enables small pension schemes to access insurance solutions efficiently. This will involve us providing wide ranging support - including pricing, transition and administration services.

The partnership serves as another demonstration of the growing overlap between the pensions and insurance industries and with it the expanding opportunity set before us. To better reflect our growing overlap between the pensions and insurance industries and the expanding opportunity set ahead of us, we are making a small change to our brand identity to trade as XPS Group. There will be no change to our legal registered company name.

Growth through M&A: alongside the range of organic growth opportunities, we have a successful track record of identifying, acquiring and integrating businesses. We look at potential M&A opportunities that meet our investment criteria and strategic objectives as and when they arise. As our sub10% market share demonstrates, however, we have plenty of organic growth to go for. As we expand our services in tangential markets such as insurance consulting, the M&A landscape stretches beyond the pensions advisory and administration space.

Growing sustainably

Growing track record, growing profitability, growing markets - all are key to the XPS investment case. So too is growing sustainably. By growing sustainably, we can secure the long-term future of the Group.

To grow sustainably, we need to safeguard the wellbeing of our people and our environment.

People: the year under review saw the number of our people grow by more than 100 to over 1,700.

We are proud of all our people for the contributions they have made to the success of the Group over the years and to the record set of results we are reporting today. We are also proud of our people for what they do outside of their everyday work - volunteering, fundraising, and participating in or leading the many DEI networks that are active across the Group. Regarding this last point, we are particularly proud of the high DEI (90%+) score we registered as part of our employee survey. DEI was also one of the criteria assessed by The Sunday Times as part of its evaluation process. We view our subsequent inclusion in the publication's list of Best Places to Work as recognition of our ongoing commitment to ensure that all our people feel valued and included at XPS.

Environment: FY 2024 was the third year in which XPS has been a carbon-neutral business. As with previous years this was achieved through continued reduction in our own emissions as well as the purchase of UN-approved carbon credits that cover Scope 1 and 2 emissions, as well as Scope 3 emissions produced by suppliers.

Our aim is to achieve a significant reduction in our direct carbon footprint. In 2023, we submitted our net zero ambitions to the Science Based Targets initiative for review and certification. Our approach is to source 100% of our electricity from renewable sources by 2030 and promote a low-carbon culture amongst staff and suppliers.

Outlook

The increasing overlap between the pensions and insurance industries through bulk annuities as well as broader life insurance opportunities offer further meaningful avenues of growth. To better reflect our growing overlap between the pensions and insurance industries and the expanding opportunity set ahead of us, we are making a small change to our brand identity to trade as XPS Group*.

The strong momentum from FY 2024 has continued into the new financial year and we remain confident in delivering against our expectations for the current year.

* No change to our legal registered company name

Paul Cuff Ben Bramhall

Co-Chief Executive Officer Co-Chief Executive Officer

19 June 2024 19 June 2024

FINANCIAL REVIEW

The business has continued to perform strongly with like-for-like revenues growing 21% year on year (20% including revenues from the National Pension Trust (NPT) business, which was disposed of in November 2023). All divisions have posted strong year on year growth driven by high client demand for our services. Operational gearing has also continued to come through with adjusted diluted EPS and adjusted EBITDA growth exceeding revenue growth for the second consecutive year. We disposed of the NPT business for a consideration of £35.0 million and used the proceeds to reduce net debt - further strengthening the balance sheet and providing greater flexibility for continuing our growth trajectory. We have continued to develop our own administration platform which will further enhance our operational gearing in the future.

Group income statement

	Adjusted⁽¹⁾			As reported
	FY 2024 £m	FY 2023 £m	Change %	FY 2024 £m	FY 2023 £m	Change %
Revenue
Pensions Actuarial & Consulting	93.4	77.4	21%	93.4	77.4	21%
Pensions Investment Consulting	20.3	18.0	13%	20.3	18.0	13%
Total Advisory	113.7	95.4	19%	113.7	95.4	19%
Pensions Administration	71.9	57.5	25%	71.9	57.5	25%
SIP	11.0	9.4	17%	11.0	9.4	17%
NPT	-	-	-	2.8	4.3	(35%)
Total revenue	196.6	162.3	21%	199.4	166.6	20%
EBITDA	54.8	41.4	32%	79.8	35.1	127%
Depreciation & amortisation	(5.8)	(5.5)	(5%)	(12.8)	(12.4)	(3%)
EBIT 1	49.0	35.9	36%	67.0	22.7	195%
Net finance expense	(4.5)	(3.6)	(25%)	(4.5)	(3.6)	(25%)
Profit before tax	44.5	32.3	38%	62.5	19.1	227%
Income tax expense	(11.4)	(6.0)	(90%)	(8.3)	(3.3)	(152%)
Profit after tax	33.1	26.3	26%	54.2	15.8	243%

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. They also exclude the Group's NPT business, which was sold in November 2023. See note 2 for details of exceptional and non-trading items.

Revenue

Total Group revenues grew 20% year on year, 19% organically. Excluding NPT, total Group revenues grew 21% year on year.

Pensions Actuarial & Consulting is the Group's largest business, accounting for 47% of Group revenues in FY 2024. The division achieved 21% year on year growth in revenues, due to high client activity levels driven by continued regulatory changes, expansion of our service offering, in particular; Risk Transfer, and inflationary increases in fees.

Pensions Investment Consulting had another strong year with continued demand driven by regulatory changes as well as inflationary fee increases. Revenues in this division grew 13% year on year.

Pensions Administration revenues grew 25% year on year with a number of new client wins coming on stream during the year and increased levels of project work such as GMP equalisation and the McCloud judgement rectification. As with the Advisory business, inflationary increases in fees also helped to drive the growth in the year. Pensions Administration accounted for 36% of the Group revenues (FY 2023: 35%).

SIP revenues were up 17% on prior year, due to strong underlying sales, and increases in commission due to the base rate increases in the year.

The NPT business was sold in November 2023.

Operating costs

Total operating costs (excluding exceptional and non-trading items) of £150.0 million (FY 2023: £129.7 million) grew by 16% year on year. The main drivers for the cost increases are an increase in headcount as the business grew (1,712 FTE v. 1,574 last year), inflationary/market driven pay increases, higher bonus cost commensurate with the strong financial performance, and inflationary increases in other operating costs.

Adjusted EBITDA

Despite the continuing inflationary pressures on our costs, the Group has delivered further operational gearing with adjusted EBITDA growing by 32% year on year - ahead of the Group adjusted revenue growth of 21%. Adjusted EBITDA margin was 27.9% (FY 2023: 25.5%).

Adjusted profit before tax grew by 38% year on year benefiting from the strong trading and continued operational gearing.

Exceptional and non-trading items

Exceptional and non-trading items excluding the gain on sale of NPT in the year totalled £15.0 million (FY 2023: £14.2 million). Amortisation of acquired intangible assets amounted to £7.0 million (FY 2023: £6.9 million).

Share-based payment charges were £6.3 million (FY 2023: £4.7 million) with higher levels of vesting expected due to the strong financial performance of the Group and a higher National Insurance charge resulting from the Group's strong share price.

The Group also incurred corporate transaction costs of £1.7 million in the year, which related to contingent consideration in respect of the acquisition of Penfida Limited (FY 2023: corporate transaction costs of £2.9 million, of which £2.1 million was in relation to the acquisition of Penfida Limited and £0.8 million related to contingent consideration). The maximum contingent consideration of £3.4 million would be payable on the second anniversary of the acquisition subject to business performance which includes retention of clients as well as continued employment of key employees. As continued employment is one part of the contingent consideration test, according to IFRS 3, the entire contingent consideration must be treated as a post-transaction employment cost accruing over the deferment period of two years. The contingent consideration is material in size and it is one-off in nature. As such, in line with the Group's accounting policies, it has been classified as an exceptional item. If the entire contingent consideration is not payable at the end of the two-year period, any resulting credit will also flow through the exceptional category.

Tax on the exceptional and non-trading items was a credit of £3.2 million (FY 2023: £2.9 million). This is driven by the unwinding of deferred tax liabilities linked to intangible assets acquired in previous periods, deferred tax relating to share-based payments, and corporation tax on corporate transaction costs.

In November 2023 the Group disposed of its NPT business. The exceptional gain on the disposal totalled £34.6 million and was offset by related corporate transaction fees of £2.1 million. More information on the transaction can be found in notes 2 and 3 as well as in the Co-Chief Executives' Review.

Net finance costs

Net finance costs for the year were £4.5 million (FY 2023: £3.6 million). The increase is due to the higher bank base rate during the year compared to the prior year. The loan balance was significantly reduced in the year following the sale of the NPT business; this led to lower interest costs in the second half of the year.

Taxation

A tax charge of £11.5 million (FY 2023: £6.2 million) was recognised on adjusted profits. This represents an effective tax rate of 26% (FY 2023: 19%). The Group also recognised a tax credit of £3.2 million (FY 2023: £2.9 million) on exceptional and non-trading items, which resulted in an overall tax charge for the year of £8.3 million (FY 2023: £3.3 million). The increase in the corporation tax rate in FY 2024 to 25% drove an increase in tax charges in the year compared to the prior year.

Our businesses generate considerable tax revenue for the UK government. For the year ended 31 March 2024, we paid corporation tax of £11.3 million (FY 2023: £4.9 million); we collected employment taxes of £32.1 million (FY 2023: £27.0 million) and VAT of £31.9 million (FY 2023: £24.7 million). Additionally, we have paid £1.3 million (FY 2023: £1.2 million) in business rates. The total tax contribution of the Group was therefore £76.6 million (FY 2023: £57.8 million), which equates to 38% of revenue (FY 2023: 35%). Corporation tax paid in the year was higher due to the fact that the Group is now considered to be very large for tax payment on account purposes, and so an element of prior year tax was paid as well as the current years full year estimated liability. In FY 2025 corporation tax payments will normalise and will be in line with the related income statement charge.

EPS

Basic EPS for FY 2024 grew 240% year on year to 26.2p (FY 2023: 7.7p) owing to the strong financial performance of the Group and the gain on disposal of NPT. Basic EPS for the year excluding the gain on disposal of the NPT business is 10.5p. which gives growth in the year of 36%.

Adjusted fully diluted EPS grew 21% year on year to 15.3p in FY 2024 (FY 2023: 12.6p), enabled by the strong revenue growth as well as delivery of further operational gearing in the business. Excluding the NPT business sold in November 2023, the equivalent adjusted fully diluted EPS would be 15.1p in FY 2024 (FY 2023: 12.2p), showing growth of 24%.

Dividend

A final dividend of 7.0p is being proposed by the Board (FY 2023: 5.7p). The final dividend, which amounts to £14.6 million (FY 2023: £11.8 million), will be paid on 23 September 2024 to those shareholders on the register on 23 August 2024.

Cash flow, capital expenditure and financing

Non-GAAP cashflow	31 March 2024 £m	31 March 2023 £m
Operating
Adjusted EBITDA	55.3	42.4
Change in net working capital ¹	2.4	(0.3)
Adjusted operating cash flow (OCF) ²	57.7	42.1
OCF conversion	104%	99%
Financing & tax
Net finance expense	(4.3)	(3.3)
Taxes paid	(11.3)	(4.9)
Repayment of / proceeds from new loans	(44.0)	4.0
Repayment of lease liabilities	(2.7)	(3.0)
Share-related movements	(7.7)	(1.0)
Net cash flow after financing	(12.3)	33.9
Investing
Disposal / (acquisition)	34.5	(8.3)
Capex	(7.5)	(5.4)
Net cash flow after investing	14.7	20.2
Dividends paid	(18.0)	(15.3)
Exceptional items	-	(1.8)
Movement in cash	(3.3)	3.1
Net debt ³	14.0	55.3
Leverage	0.27x	1.38x

¹ Change in net working capital exclusive of corporate transaction costs detailed in note 2.

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 24 to the consolidated financial statements for a reconciliation of this figure.

FY 2024 has been another year of strong cash performance for the Group. Adjusted operating cash flow increased by £15.6 million driven by a £12.9 million increase in adjusted EBITDA and a £2.7 million decrease in net working capital year on year. Overall, this resulted in adjusted operating cash flow conversion of 104% compared to 99% in the prior year.

Taxes paid in the year of £11.3 million (FY 2023: £4.9 million) were significantly higher than the prior year. During the year the Group became a "very large company" as defined by HMRC for corporation tax purposes, meaning tax is due in the year to which it relates rather than six months in arrears as has previously been the case. Therefore, this re-base, as well as the increase in headline rate from 19% to 25%, has led to the increase.

During the year, the Group repaid £44.0 million of the RCF. £0.2 million was spent on extending the current loan facility for a further year (to October 2026). Interest paid on the loan balance amounted to £3.9 million (FY 2023: £3.0 million), and £0.3 million was paid on interest relating to leases in the year (FY 2023: £0.3 million), offset with £0.1 million of interest income received. Capital expenditure in the year amounted to £7.5 million (FY 2023: £5.4 million) with £1.9 million spent on leasehold improvements and office fit-outs and the remaining £5.6 million on software development, enhancements to our platforms, cyber security, and other IT equipment. £2.7 million relating to leases was paid in the year (FY 2023: £3.0 million).

In November 2023, the Group sold its NPT business for cash consideration of £35.0 million, and an additional £2.0 million in respect of the completion balance sheet; £2.1 million was paid out in transaction-related fees, and a further £0.4 million was paid out relating to contingent consideration for prior year acquisitions.

The Group spent £5.6 million (FY 2023: £2.2 million) on acquiring its own shares via its EBT, to be used to settle employee share options as they vest. £0.6 million (FY 2023: £0.5 million) was paid to employees as dividend equivalents on the vesting of share options as well as incurring £1.5 million of employer's National Insurance. After paying £18.0 million in dividends, the Group cash balance decreased by £3.3 million year on year to close at £10.0 million. The Group had drawn down £24 million of its £100 million RCF at 31 March 2024, resulting in net debt of £14.0 million, a decrease of £41.3 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 35 in the Annual Report.

Snehal Shah

Chief Financial Officer

19 June 2024

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 2.

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 and excluding the NPT business disposed of in November 2023 - see note 3. 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 excluding the NPT business	Diluted earnings per share	Definition: Reflects the profit after tax, adjusted to remove the impact of exceptional and non-trading items and the NPT business disposed of in November 2023. Details of this can be found in note 2 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 last twelve 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.

A reconciliation of the Group's APMs to their closest statutory measures has been provided below:

1. Adjusted EBITDA excluding NPT

	31 March 2024 £m	31 March 2023 £m
Profit from operating activities	67.0	22.7
Depreciation and amortisation	12.8	12.4
Gain on disposal of NPT business ¹	(32.5)	-
Trading EBITDA in respect of NPT business ¹	(0.5)	(1.0)
Other exceptional and non-trading items	8.0	7.3
Adjusted EBITDA excluding NPT	54.8	41.4

2. OCF conversion
	31 March 2024 £m	31 March 2023 £m
Profit from operating activities	67.0	22.7
Depreciation and amortisation	12.8	12.4
Other exceptional and non-trading cash items²	8.0	7.3
Gain on disposal of NPT business	(32.5)	-
Trading EBITDA	55.3	42.4
Net cash from operating activities	42.9	34.5
Income tax paid	11.3	4.9
Cash exceptional and non-trading items³	3.5	2.7
Adjusted operating cash flow	57.7	42.1
OCF conversion	104%	99%

3. Adjusted diluted EPS excluding NPT
	31 March 2024 £m	31 March 2023 £m
Profit after tax and total comprehensive income for the year	54.2	15.8
Adjustment for exceptional and non trading items (net of tax) ²	(20.7)	11.3
Profit after tax from operating activities for NPT business ¹	(0.4)	(0.8)
Adjusted profit after tax	33.1	26.3
Dilutive weighted average number of shares ('000)	219,621	216,071
Adjusted diluted EPS excluding NPT (pence)	15.1	12.2

4. Leverage
	31 March 2024 £m	31 March 2023 £m
Cash and cash equivalents	10.0	13.3
Bank debt	(24.0)	(68.0)
Contingent consideration	-	(0.6)
Net debt ⁴	(14.0)	(55.3)
Trading EBITDA	55.3	42.4
Impact of IFRS 16 ignored for bank covenants purposes⁵	(3.0)	(2.9)
Pro-forma impact of M&A transactions in year⁶	(0.5)	0.6
Adjusted EBITDA for covenant	51.8	40.1
Leverage	0.27x	1.38x

[1] See note 3.

2 See note 2.

3 This is the cash element of exceptional and non-trading items: National Insurance on share-based payments (note 13 of the consolidated financial statements) and transaction costs relating to the NPT disposal in note 3, (FY 2023: National Insurance on share-based payments, and other corporate transaction costs).

4 See note 24 of the consolidated financial statements.

5 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.

6 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 2024 adjustment is to reflect the NPT sale taking place on 1 April 2023 (i.e. it removes the EBITDA that the NPT business contributed between 1 April 2023 and the point it was sold on 20 November 2023. The FY 2023 adjustment is to present the contribution that the Penfida acquisition would have made had the business been acquired on 1 April 2022 rather than the actual acquisition date of 20 September 2022.

Principal Risks and Uncertainties

The risk management controls frameworks deployed across the Group continues to be developed and enhanced, ensuring it supports the growth of the business. Effective risk management provides the Group with fully articulated risks, enabling us to identify and embrace opportunity. They also ensure that internal controls are reviewed and developed to protect the Group and its customers from new and developing threats such as cyber crime.

Over the last year our risk management and internal controls frameworks have continued to operate effectively, enabling us to respond to the evolving risks inherent in day-to-day operations, alongside new opportunities and initiatives. The Group's risk environment is regularly reviewed by senior management alongside the internal controls frameworks in place. This ensures that they continue to be effective, and enhancements to address changes in the external threat environment are considered. 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. Cyber crime 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 have been a number of significant enhancements, including:

· the rollout of a new Risk Management Policy which provides clear articulation to all staff of how the key components of the Group's risk management framework support its objectives. The introduction of new risk reporting templates will further support the business to articulate its risk profile, alongside highlighting and reporting on the effectiveness of key internal controls. This has been supported by an externally facilitated risk review project with senior management, resulting in a refreshed Group risk register;

· the enhancement of the existing external assurance frameworks to ensure that they continue to meet the developing needs of the business. This supported the recertification to the PASA pensions administration standard and the successful triennial ISO 27001 information security audit;

· the development of the existing Risk team, through the recruitment of an additional subject matter expert, alongside supporting existing team members to achieve and maintain this status. This ensures that the Group can effectively maintain its risk and controls frameworks and provide effective expert support and challenge to business areas as required;

· the development of the existing ISO 27001 information security frameworks to recognise new and emerging threats. This included those inherent with the in-house development of the Aurora platform and the controls frameworks required to support ongoing secure design, development and implementation;

· the development of the Group's ability to effectively respond to a major cyber incident. This was done through the introduction of Board-down testing, supported by an ongoing programme of activities to ensure operational resilience capabilities are in place, maintained and tested on a regular basis;

· the development of the internal controls frameworks in place to manage key risks such as fraud through the introduction of updated policies and guidance. This includes the identification and documentation of key controls as well as mandated controls, escalation and reporting processes;

· the development of the existing third-party assurance framework, recognising the importance of supply chain risk in relation to cyber and business resilience risks;

· the development of the Environmental Management System to both identify and manage our impact on the environment. This includes supporting TCFD reporting, assessment of the risks associated with climate change, and the Group's net zero strategy; and

· the ongoing development of the executive-level Risk Management Committee to support the identification of new and emerging risks as part of its quarterly meeting cycle. This includes inviting external experts to facilitate horizon scanning and deep dives on specific topics.

The Group continues to operate a three lines of defence model which supports the promotion of effective risk management taking into account the Group's risk appetite. 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 pensions sector. 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.

• Environmental - risks associated with climate-related change, how these changes can impact business models and how businesses in turn can manage the impact of their operations on the environment.

The material risks and uncertainties which are either unique to the Group or apply to the pensions industry in which it operates are detailed below. They are not set out in any priority order, nor do they include all those associated with the Group. Specific risks that are material to XPS Group are:

Strategy

Stable

Description

Risks linked to the assumptions of future development and size of pensions market used to develop the strategy or business model or business portfolio, e.g. poor data, group think or lack of diversity of opinions.

Key mitigations

The Board approves and regularly reviews the Group's strategy in conjunction with budgets, targeting long-term increases in shareholder value and ensuring robust independent challenge. Key decisions are assessed against risk appetites for key Group risks with a risk management framework in place to identify and escalate where strategic decisions may have unintended impacts.

Rationale for change

Stable

Strategic planning and execution

Improving

Description

Risks linked to assessing, evaluating, planning and executing the strategy, e.g. poor budgeting and planning, inadequate or misleading communications or poor management of change or projects.

Key mitigations

The Board regularly reviews the Group's strategy, supported by the Executive with responsibilities assigned for the delivery of initiatives and provision of regular progress updates. Specific project management resources are used to deliver large-scale change initiatives, allowing risks to delivery of initiatives to be clearly identified at planning stage along with mitigations.

Rationale for change

XPS has continued to build out its frameworks to design and successfully deliver market-leading innovation and technology change. This continues to be evidenced by the ongoing rollout of the new Aurora administration system.

Financial performance

Improving

Description

Risks relating to the failure to monitor and appropriately manage the financial performance of the Group on an ongoing basis which could lead to poor management decisions, higher costs and/or inaccurate external financial reporting.

Key mitigations

The Group has a highly qualified and experienced financial reporting team. There is an extensive financial controls framework in place and key controls are regularly tested by internal and external audits. The Group undertakes detailed bottom-up budgeting and reforecasting exercises with the final budget and reforecast approved by the Board. Management information is published on a regular basis and the Executive Committee reviews the financial performance of the Group at least monthly. The Board receives and scrutinises the financial performance of the Group at each Board meeting.

Rationale for change

The Group has continued to improve its budgeting and forecasting frameworks, supporting growth. This is evidenced by consistent delivery of financial results in line with or ahead of market consensus.

Errors

Stable

Description

Risks relating to material mistakes made by staff, including non-compliance with established procedures, e.g. failure to calculate benefits correctly or not following peer review processes. These may not crystallise immediately and only become apparent a number of years after completion of work.

Key mitigations

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. 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.

Rationale for change

Stable

Theft and fraud (financial and physical assets)

Improving

Description

Risks relating to the safeguarding of Group and client financial and physical assets from malicious actors, e.g. stealing physical assets, deliberate misrepresentation leading to fraud or theft from Group or client bank accounts.

Key mitigations

The Group deploys robust physical and systems access controls, along with enforcing segregation of duties to prevent individuals from making fraudulent payments or transfers. These controls are supported with staff vetting, training and awareness and control frameworks are regularly independently audited. Insurance arrangements are in place to protect against larger claims.

Rationale for change

Controls frameworks continue to be developed to manage this risk, addressing controls enhancements identified through audits and internal risk assessments. We continue to see attempts to impersonate pension scheme members, albeit in small numbers. These attempts are identified and prevented through the existing controls frameworks.

Information/cyber security

Improving

Description

Risks relating to the confidentiality, integrity and availability of information assets including IT systems, e.g. unauthorised access to or disclosure of staff or client information, denial of access to systems or data required or business continuity incidents caused by equipment breakdown/fire/flood.

Key mitigations

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, with 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 coordinate and communicate with stakeholders in the case of a significant incident.

Rationale for change

The Group has continued to develop its capabilities, recognising the continued evolution of this risk. These activities are supported by regular threat assessments to ensure controls continue to address new and emerging threats. The annual cyber programme plans the implementation of new technical controls to meet these threats. It also takes into account the findings of regular penetration and purple team testing. Additional assurance is provided through the existing certification frameworks including ISO 27001 and Cyber Essential Plus certifications and by having appropriate insurance policies in place.

Staff/human resources

Stable

Description

Risks relating to

our people, e.g.

compensation, retention,

succession planning, skills

and competence and

management capability.

Key mitigations

The Group's recruitment strategy is to seek professional, experienced and qualified staff utilising robust staff recruitment and selection processes. This is supported by comprehensive training, development and performance management processes, with longer-term incentives in place to aid retention. Regular key staff reviews ensure succession planning is kept up to date and remains appropriate. Staffing requirements are considered as part of the strategy and budgeting process to ensure alignment with business plans.

Rationale for change

Stable

Third-party supplier/outsourcing

Stable

Description

Risks relating to the use of third parties to support our operations, e.g. poor due diligence and selection processes, failure of a supplier to follow agreed upon procedures or financial failure of supplier resulting in inability to deliver service.

Key mitigations

The Group has a formal selection process that ensures due diligence is carried out, which is proportionate to the risk of the potential failure of the third party. The approvals and signing framework also ensure contracts include key risks relating to services provided and risks identified are managed and accepted prior to agreements being signed. This is supported by ongoing monitoring of key third parties, including SLAs and financial status. Where there is a reliance on a single supplier, contingency plans are in place to protect against impacts of outages or failure.

Rationale for change

Stable

Client engagement

Stable

Description

Risks relating to the provision of poor service or advice to clients, e.g. advice that is not clear, not understood by the client or poorly presented or uses out of date technologies, but not errors.

Key mitigations

The Group client engagement process ensures that expectations are matched to Group capabilities. Regular ongoing dialogue with clients ensures that the services provided meet their requirements and continue to be appropriate to their specific needs. Client surveys are used to gather feedback and identify trends and insights.

Rationale for change

Stable

Business conduct and reputation

Stable

Description

Risks that could lead to a breach of acceptable conduct or ethics, impacting the Group's brand, image or reputation. Failure to ensure services are appropriate for client's needs, any discrimination, or a poor response to a cyber incident or client complaint.

Key mitigations

The Group's mission, vision and values clearly set out the tone from the top, highlighting to all staff the conduct and ethics that are expected from them at all times. This is supported by a recruitment strategy that seeks professional, experienced and qualified staff who fit with the Group's values. Due diligence of third parties considers supply chain risks, ensuring that only suppliers that comply with their legal obligations are selected.

The Group has incident management processes in place to ensure that it is able to effectively respond to significant events that could impact its brand or reputation, which is regularly tested.

Rationale for change

Stable

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.

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

19 June 2024 19 June 2024

Consolidated Statement of Comprehensive Income

for the year ended 31 March 2024

		Year ended 31 March 2024			Year ended 31 March 2023
		Trading items	Non-trading and exceptional items	Total	Trading items	Non-trading and exceptional items	Total
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	4	199,432	-	199,432	166,596	-	166,596
Other operating income		-	92	92	-	197	197
Operating expenses		(149,960)	(15,128)	(165,088)	(129,652)	(14,413)	(144,065)
Gain on disposal	3	-	32,538	32,538	-	-	-
Profit/(loss) from operating activities		49,472	17,502	66,974	36,944	(14,216)	22,728
Finance income	5	50	-	50	10	-	10
Finance costs	5	(4,543)	-	(4,543)	(3,596)	-	(3,596)
Profit/(loss) before tax		44,979	17,502	62,481	33,358	(14,216)	19,142
Income tax (expense)/credit	6	(11,483)	3,169	(8,314)	(6,215)	2,910	(3,305)
Profit/(loss) after tax and total comprehensive income/(loss) for the year		33,496	20,671	54,167	27,143	(11,306)	15,837

Memo
EBITDA		55,295	24,536	79,831	42,448	(7,334)	35,114
Depreciation and amortisation		(5,823)	(7,034)	(12,857)	(5,504)	(6,882)	(12,386)
Profit/(loss) from operating activities		49,472	17,502	66,974	36,944	(14,216)	22,728

		Pence		Pence	Pence		Pence
Earnings per share attributable to the ordinary equity holders of the Company:		Adjusted			Adjusted
Profit or loss:
Basic earnings per share	8	16.2	-	26.2	13.2	-	7.7
Diluted earnings per share	8	15.3	-	24.7	12.6	-	7.3

Consolidated Statement of Financial Position

for the year ended 31 March 2024

		31 March	31 March
		2024	2023
	Note	£'000	£'000
Assets
Non-current assets
Property, plant and equipment		3,976	3,079
Right-of-use assets		8,892	9,684
Intangible assets		208,070	212,103
Other financial assets		-	1,847
		220,938	226,713
Current assets
Trade and other receivables		50,922	43,765
Cash and cash equivalents		10,005	13,285
		60,927	57,050
Total assets		281,865	283,763

Liabilities
Non-current liabilities
Loans and borrowings	7	23,386	67,310
Lease liabilities		7,295	7,234
Provisions		1,802	1,869
Trade and other payables		-	845
Deferred income tax liabilities		15,593	18,445
		48,076	95,703
Current liabilities
Lease liabilities		1,872	2,701
Provisions		1,914	2,009
Trade and other payables		43,722	31,218
Current income tax liabilities		427	2,280
Contingent consideration		-	568
		47,935	38,776
Total liabilities		96,011	134,479
Net assets		185,854	149,284

Equity
Equity attributable to owners of the parent
Share capital		104	104
Share premium		1,786	1,786
Merger relief reserve		48,687	48,687
Investment in own shares held in trust		(2,925)	(1,350)
Retained earnings		138,202	100,057
Total equity		185,854	149,284

Consolidated Statement of Changes in Equity

for the year ended 31 March 2024

	Share capital £'000	Share premium £'000	Merger relief reserve £'000	Investment in own shares £'000	Accumulated (deficit) / retained earnings £'000	Total equity £'000
Balance at 1 April 2022	103	116,804	48,687	(4,157)	(17,002)	144,435
Comprehensive income and total comprehensive income for the year	-	-	-	-	15,837	15,837
Contributions by and distributions to owners:
Share capital issued	1	1,786	-	-	-	1,787
Share premium reduction	-	(116,804)	-	-	116,804	-
Dividends paid (note 9)	-	-	-	-	(15,331)	(15,331)
Dividend equivalents paid on exercised share options	-	-	-	-	(549)	(549)
Shares purchased by Employee Benefit Trust for cash	-	-	-	(2,200)	-	(2,200)
Share-based payment expense - equity settled from Employee Benefit Trust	-	-	-	5,007	(4,137)	870
Share-based payment expense - IFRS 2 charge	-	-	-	-	3,892	3,892
Deferred tax movement in respect of share-based payment expense	-	-	-	-	258	258
Current tax movement in respect of share-based payment expense	-	-	-	-	285	285
Total contributions by and distributions to owners	1	(115,018)	-	2,807	101,222	(10,988)
Balance at 31 March 2023	104	1,786	48,687	(1,350)	100,057	149,284
Balance at 1 April 2023	104	1,786	48,687	(1,350)	100,057	149,284
Comprehensive income and total comprehensive income for the year	-	-	-	-	54,167	54,167
Contributions by and distributions to owners:
Dividends paid (note 9)	-	-	-	-	(18,025)	(18,025)
Dividend equivalents paid on exercised share options	-	-	-	-	(576)	(576)
Shares purchased by Employee Benefit Trust for cash	-	-	-	(5,621)	-	(5,621)
Share-based payment expense - equity settled from Employee Benefit Trust	-	-	-	4,046	(4,019)	27
Share-based payment expense - IFRS 2 charge	-	-	-	-	4,910	4,910
Deferred tax movement in respect of share-based payment expense	-	-	-	-	1,167	1,167
Current tax movement in respect of share-based payment expense	-	-	-	-	521	521
Total contributions by and distributions to owners	-	-	-	(1,575)	(16,022)	(17,597)
Balance at 31 March 2024	104	1,786	48,687	(2,925)	138,202	185,854

Consolidated Statement of Cash Flows

for the year ended 31 March 2024

	Note	Year ended 31 March 2024 £'000	Year ended 31 March 2023 £'000
Cash flows from operating activities
Profit for the year		54,167	15,837
Adjustments for:
Depreciation		892	897
Depreciation of right-of-use assets		2,887	2,854
Amortisation		9,061	8,635
Finance income	5	(50)	(10)
Finance costs	5	4,543	3,596
Gain on sale of business	3	(34,639)	-
Loss on disposal of right-of-use assets		117	-
Share-based payment expense		4,910	3,892
Other operating income		(92)	(197)
Income tax expense	6	8,314	3,305
		50,110	38,809
Increase in trade and other receivables		(7,462)	(3,432)
Increase in trade and other payables		11,993	3,603
(Decrease)/increase in provisions		(379)	442
		54,262	39,422
Income tax paid		(11,331)	(4,866)
Net cash inflow from operating activities		42,931	34,556

Cash flows from investing activities
Finance income received	5	50	10
Acquisition of subsidiary, net of cash acquired		(405)	(8,268)
Purchases of property, plant and equipment		(1,851)	(640)
Purchases of software		(5,655)	(4,814)
Increase in restricted cash balances - other financial assets		-	(33)
Disposal of business	3	37,035	-
Net cash inflow/(outflow) from investing activities		29,174	(13,745)

Cash flows from financing activities
Proceeds from the issue of share capital		-	1,787
Proceeds from loans net of capitalised costs		8,000	11,000
Repayment of loans		(52,000)	(7,000)
Payment relating to extension of loan facility		(200)	-
Sale of own shares		27	870
Purchase of ordinary shares by EBT		(5,621)	(2,200)
Interest paid		(3,905)	(2,985)
Lease interest paid		(331)	(311)
Payment of lease liabilities		(2,754)	(2,957)
Dividends paid to the holders of the parent		(18,025)	(15,331)
Dividend equivalents paid on exercise of share options		(576)	(549)
Net cash outflow from financing activities		(75,385)	(17,676)
Net increase in cash and cash equivalents		(3,280)	3,135
Cash and cash equivalents at start of year		13,285	10,150
Cash and cash equivalents at end of year		10,005	13,285

Selected notes to the Consolidated Financial Statements

for the year ended 31 March 2024

1 Accounting Basis

The financial information set out in this document does not constitute the Company's statutory accounts for the years ended 31 March 2024 or 31 March 2023. Statutory accounts for the year ended 31 March 2024, which were approved by the directors on 19 June 2024, and 31 March 2023 have been reported on by the Independent Auditors. The Independent Auditor's report on the Annual Report and Accounts for years ended 31 March 2024 and 31 March 2023 were unqualified, did not draw attention to a matter by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The statutory accounts for the year ended 31 March 2024 will be delivered to the Registrar of Companies in due course and will be posted to shareholders shortly, and thereafter will be available from the Company's registered office at Phoenix House, 1 Station Hill, Reading, RG1 1NB and from the Company's website www.xpsgroup.com. The statutory accounts for the year ended 31 March 2023 have been filed with the Registrar of Companies and are available from the Company's registered office and from the Company's website.

The financial information set out in these results has been prepared in accordance with UK adopted International Accounting Standards. The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the financial statements for the year ended 31 March 2023. New standards, amendments, and interpretations to existing standards effective for the first time for periods beginning on (or after) 1 April 2023, which have been adopted by the Group have not been listed, since they have no material impact on the financial statements.

2 Non-trading and exceptional items

	Year ended 31 March 2024			Year ended 31 March 2023
	Total before tax	Tax on adjusting items ⁶	Adjusting items after taxation	Total before tax	Tax on adjusting items ⁵	Adjusting items after taxation
	£'000	£'000	£'000	£'000	£'000	£'000
Corporate transaction costs ¹	(1,718)	(212)	(1,930)	(2,871)	216	(2,655)
Exceptional items	(1,718)	(212)	(1,930)	(2,871)	216	(2,655)
Contingent consideration write back ²	92	-	92	197	-	197
Share-based payment costs ³	(6,376)	1,623	(4,753)	(4,660)	1,370	(3,290)
Amortisation of acquired intangibles ⁴	(7,034)	1,758	(5,276)	(6,882)	1,324	(5,558)
Gain on disposal ⁵	32,538	-	32,538	-	-	-
Non-trading items	19,220	3,381	22,601	(11,345)	2,694	(8,651)
Total	17,502	3,169	20,671	(14,216)	2,910	(11,306)

1 The Group incurred total corporate transaction costs of £1,718,000 (2023: £2,871,000) in the year, of which £1,689,000 (2023: £845,000) related to amounts owed to the vendor as earn out in respect of the acquisition of Penfida Limited. The maximum payout of £3,379,000 would be payable on the second anniversary of the acquisition subject to business performance which includes retention of clients as well as continued employment of key employees. As continued employment is one condition of the share purchase agreement, then according to IFRS 3, the entire additional amount must be treated as a post-transaction employment cost accruing over the deferment period of two years to September 2024. This additional amount is material in size and it is one-off in nature. As such, in line with the Group's accounting policies, it has been classified as an exceptional item. If the entire amount is not payable at the end of the two year period, any resulting credit will also flow through the exceptional category. Additionally, the Group incurred £29,000 (2023: £2,026,000) of costs relating to other potential M&A activities explored by the Group during the year. The prior year included costs relating to the acquisition of Penfida Limited and other potential M&A opportunities explored by the Group in the year. The overall transaction costs are material and do not reflect the underlying performance of the Group. Users of the accounts expect these costs to be 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 The contingent consideration write back relates to the revaluation of the contingent consideration for the MJF acquisition. This income is deemed to be exceptional in nature as it is linked to a payment set out in the business transfer agreement for the Michael J Field acquisition in February 2022. This income is not related to underlying business performance and so is disclosed as non-trading income. Management do not include this figure in income when reviewing overall business performance. There are no further payments to be made in respect of this acquisition.

3 Share-based payment expenses and related NI are included in non-trading and exceptional costs as they are a significant non-cash costs which are excluded from the results for the purposes of measuring performance for PSP/SEP 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 £7,034,000 of amortisation charges in relation to acquired intangible assets (customer relationships and brand) (2023: £6,882,000). As this figure is material, and is linked to non-trading activity, management exclude 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 gain on disposal relates to the NPT business disposal disclosed in note 3. This is a material figure which does not reflect the underlying performance of the Group and is non-recurring. This gain has a significant impact on basic EPS (26.2p including this gain, 10.5p excluding it).

6 The tax credit on exceptional and non-trading items of £3,169,000 (2023: £2,910,000) represents 18% (2023: 20%) of the exceptional and non-trading items incurred of £17,502,000 (2023: £14,216,000). This is different to the expected tax charge of 25% (2023: credit of 19%), as various adjustments are made to tax including for deferred tax, and the exclusion of amounts not allowable for tax - in particular the gain relating to the sale of the NPT business in the year.

3 Gain on disposal

On 20 November 2023, the Group sold the National Pension Trust ("NPT"), to SEI. The sale is intended to create a market leading defined contribution proposition for employers and pension scheme members. The sale creates a strategic partnership between XPS Pensions Group and SEI, under which the Group will provide wide ranging services to continue to support NPT and SEI.

The total cash consideration payable to the Group is up to £42.5 million, comprising of £35.0 million initial consideration and contingent consideration of up to £7.5 million based on business performance over two years. This £7.5 million has not been recognised as the threshold for recognition has not been met at 31 March 2024.

The Transaction positions the SEI Master Trust to continue delivering best-of-breed service at increased scale in partnership with NPT. The Group will continue to provide high-quality pensions administration and consultancy services to NPT and SEI which will ensure continuity of service to the members and clients. SEI will benefit from enhanced opportunities in the growing master trust space, and XPS will benefit as a strategic partner of SEI.

The post-tax gain on disposal was determined as follows:

	Year ended
	31 March
	2024
	£'000
Cash consideration received	37,035
Total consideration received and net cash inflow on disposal	37,035

Net assets disposed
Intangible assets	(353)
Other financial assets - restricted cash	(1,847)
Trade and other receivables	(305)
Trade and other payables	109
	(2,396)

Corporate costs in relation to disposal	(2,101)
Pre-tax gain on disposal	32,538
Related tax expense	-
Gain on disposal	32,538

The amount reflected as the gain in the consolidated statement of cash flows is the £37,035,000 proceeds, less the £2,396,000 adjustment for balance sheet items disposed of.

3 Gain on disposal (continued)

A critical judgment has been applied to this transaction and it has not been treated as a discontinued operation, as under IFRS 5 a discontinued operation cannot be smaller than a cash-generating unit (CGU). The NPT business did not form a single CGU, therefore the disposal has not been presented as a discontinued operation. Had this been treated as a discontinued operation, then the disposal of this business would have been presented as a profit on discontinued operation within the statement of comprehensive income, along with the trading results for the NPT business.

The results of the NPT business are shown below.

	Year ended 31 March 2024			Year ended 31 March 2023
	Trading items	Non-trading and exceptional items	Total	Trading items	Non-trading and exceptional items	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	2,759	-	2,759	4,332	-	4,332
Operating expenses	(2,374)	-	(2,374)	(3,451)	-	(3,451)
Gain on disposal	-	32,538	32,538	-	-	-
Profit from operating activities	385	32,538	32,923	881	-	881
Finance costs	(9)	-	(9)	-	-	-
Profit before tax	376	32,538	32,914	881	-	881
Income tax expense	(94)	-	(94)	(175)	-	(175)
Profit after tax	282	32,538	32,820	706	-	706

Memo
EBITDA	454	32,538	32,992	1,013	-	1,013
Depreciation and amortisation	(69)	-	(69)	(132)	-	(132)
Profit from operating activities	385	32,538	32,923	881	-	881

4 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: pension and employee benefit solutions. 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.

	Year ended	Year ended
	31 March	31 March
	2024	2023
	£'000	£'000
Pensions Actuarial & Consulting	93,411	77,388
Pensions Administration	71,929	57,444
Pensions Investment Consulting	20,316	18,009
SIP ¹	11,017	9,423
National Pension Trust ("NPT") ²	2,759	4,332
Total	199,432	166,596

1 Self Invested Pensions (SIP) business, incorporating both SIPP and SSAS products

2 NPT business was sold on 20th November 2023 (note 3) and so revenue in the year is up to that date.

5 Finance income and expense

	Year ended	Year ended
	31 March	31 March
	2024	2023
	£'000	£'000
Interest income on bank deposits	50	10
Finance income	50	10
Interest expense on bank loans	3,629	2,758
Other costs of borrowing	542	498
Interest on leases	323	290
Other finance expense	49	50
Finance expenses	4,543	3,596

Other costs of borrowing largely represent the amortisation expense of capitalised loan arrangement fees on the Group's bank debt.

6 Income tax expense

Recognised in the statement of comprehensive income

	Year ended	Year ended
	31 March	31 March
	2024	2023
	£'000	£'000
Current tax expense
Current year	10,133	5,153
Adjustment in respect of prior year	(131)	(223)
Total current tax expense	10,002	4,930
Deferred tax (credit)/expense
Origination and reversal of temporary differences	(2,231)	(1,403)
Adjustment in respect of prior year	543	-
Effect of tax rate changes	-	(222)
Total income tax expense	8,314	3,305

	Year ended	Year ended
	31 March	31 March
	2024	2023
	£'000	£'000
Profit for the year	54,167	15,837
Total tax expense	8,314	3,305
Profit before income tax	62,481	19,142
Tax using the UK corporation tax rate of 19% (2022: 19%)	15,620	3,637
Non-deductible expenses	510	74
Other operating income not taxable	(23)	-
Gain on disposal not taxable	(8,135)	-
Fixed asset differences	(70)	39
Adjustment in respect of prior periods	412	(223)
Effect of tax rate change	-	(222)
Total tax expense	8,314	3,305

The standard rate of corporation tax in the UK was 25% (2023: 19%). The average effective tax rate was 13% (2023: 17%). The average effective rate in the year is impacted by the non-taxable gain on sale of the NPT business. Excluding this, the effective tax rate was 28%. 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 2024, which is not lower than 25% (2023: 19%). Deferred tax not recognised relates to £6.7 million of finance expense losses in a prior year and their future recoverability is uncertain. At 31 March 2024 the total unrecognised deferred tax asset in respect of these losses was approximately £1.7 million (2023: £1.7 million).

£521,000 (2023: £285,000) of current year tax, and £1,167,000 (2023: £258,000) of deferred tax was recognised directly in equity, this relates to employee share options accounted for under IFRS 2.

7 Loans and borrowings


	Due within 1 year (current) £'000	Due between 1 and 2 years £'000	Due after 2 years £'000	Sub-total (non-current) £'000	Total £'000

31 March 2024
Drawn Revolving Credit Facility	-	-	24,000	24,000	24,000
Capitalised debt arrangement fees	-	-	(614)	(614)	(614)
Total	-	-	23,386	23,386	23,386

31 March 2023	Due within 1 year (current) £'000	Due between 1 and 2 years £'000	Due after 2 years £'000	Sub-total (non-current) £'000	Total £'000
Drawn Revolving Credit Facility	-	-	68,000	68,000	68,000
Capitalised debt arrangement fees	-	-	(690)	(690)	(690)
Sub-total	-	-	67,310	67,310	67,310

The book value and fair value of loans and borrowings are not materially different.

Terms and debt repayment schedule

	Amount			Year of
31 March 2024	£'000	Currency	Nominal interest rate	maturity
Revolving Credit Facility	24,000	GBP	1.25% above SONIA	2026

	Amount		Nominal interest	Year of
31 March 2023	£'000	Currency	rate	maturity
Revolving Credit Facility	68,000	GBP	1.85% above SONIA	2025

At 31 March 2024 the Group had drawn down £24,000,000 (2023: £68,000,000) of its £100,000,000 Revolving Credit Facility. The Group's Revolving Facility Agreement is for £100 million with an accordion of £50 million. This facility had a 4 year term which started in October 2021. In April 2023, a 1 year extension to the term was agreed, extending it to October 2026. 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.

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 (Reading) Limited, XPS Financing Limited, XPS Reading Limited, XPS Pensions Consulting Limited, XPS SIPP Services Limited, XPS Holdings Limited, XPS Pensions Limited, XPS Investment Limited, XPS Administration Holdings Limited, and XPS Administration Limited. The security is over all the assets of the companies which are obligors to the loans.

8 Earnings per share

	31 March	31 March
	2024	2023
	£'000	£'000
Profit for the year	54,167	15,837

	'000	'000
Weighted average number of ordinary shares in issue	206,760	205,448
Diluted weighted average number of ordinary shares	219,621	216,071
Basic earnings per share (pence)	26.2	7.7
Diluted earnings per share (pence)	24.7	7.3

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:

	Year ended	Year ended
	31 March	31 March
	2024	2023
	'000	'000
Weighted average number of ordinary shares in issue	206,760	205,448
Dilutive impact of share options vested up to exercise date	940	802
Dilutive impact of PSP and SEP options not yet vested	9,226	7,920
Dilutive impact of dividend yield shares for PSP and SEP options	1,246	1,069
Dilutive impact of SAYE options not yet vested	1,449	832
Diluted weighted average number of ordinary shares	219,621	216,071

Share awards were made to the Executive Board members and key management personnel in each year since the year ending 31 March 2017, these are subject to certain conditions, and each tranche of awards vest 3 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 years ending 31 March 2022 and 2023, these will vest in the years ending 31 March 2025 and 2026 respectively. These shares are reflected in the diluted number of shares and diluted earnings per share calculations.

Adjusted earnings per share

	Total	Total
	31 March	31 March
	2024	2023
	£'000	£'000
Adjusted profit after tax	33,496	27,143
Adjusted earnings per share (pence)	16.2	13.2
Diluted adjusted earnings per share (pence)	15.3	12.6

9 Dividends

Amounts recognised as distributions to equity holders of the parent in the year

	31 March	31 March
	2024	2023
	£'000	£'000
Final dividend for the year ended 31 March 2023: 5.7p per share (2022: 4.8p per share)	11,825	9,763
Interim dividend for the year ended 31 March 2024: 3.0p (2023: 2.7p) per ordinary share was paid during the year	6,200	5,568
	18,025	15,331

The recommended final dividend payable in respect of the year ended 31 March 2024 is £14.6 million or 7.0p per share (2023: £11.8 million or 5.7p per share).

The proposed dividend has not been accrued as a liability as at 31 March 2024 as it is subject to approval at the Annual General Meeting.

	31 March	31 March
	2024	2023
	£'000	£'000
Proposed final dividend for year ended 31 March 2024	14,630	11,825

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 £166,081,000. Therefore there are sufficient distributable reserves in XPS Pensions Group plc in order to pay the proposed final dividend.

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