REG - XPS Pensions Group - Half-year Report
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RNS Number : 2600I XPS Pensions Group PLC 20 November 2025
20 November 2025
XPS Pensions Group plc
Unaudited interim results for the half year ended 30 September 2025
Continued strong revenue growth and client demand, with successful ongoing
expansion of services
Financial highlights:
Adjusted ((1)) As reported
Half year ended 30 September 2025 2024 YoY 2025 2024 YoY
Advisory £73.7m £62.1m 19% £73.7m £62.1m 19%
Administration £48.1m £45.2m 6% £48.1m £45.2m 6%
SIP £6.7m £6.1m 10% £6.7m £6.1m 10%
Total Group revenue £128.5m £113.4m 13% £128.5m £113.4m 13%
EBITDA £33.4m £30.9m 8% £24.0m £26.1m (8%)
Profit before tax £27.9m £26.5m 5% £13.7m £18.2m (25%)
Earnings per share 10.2p 9.4p 9% 4.2p 6.3p (33%)
Fully diluted EPS 9.7p 8.9p 9% 4.0p 5.9p (32%)
Net debt £62.2m £22.4m 178% £62.2m £22.4m 178%
Interim dividend 4.1p 3.7p 11% 4.1p 3.7p 11%
((1) ) Adjusted measures exclude the impact of amortisation of
acquired intangibles, share based payments and exceptional items.
((2) ) Organic means excluding the impact of the Polaris
acquisition which completed on 28 February 2025. Polaris contributed
revenues of £6.1 million in Advisory in H1 FY26.
· Strong client demand, continuing project work, expansion of
services, and expansion into the insurance consulting market (including the
Polaris acquisition in February 2025) drove 13% growth in Group revenues to
£128.5 million
o Organic((2)) revenue growth of 8% particularly pleasing given the
significant revenues from the one-off McCloud remedy project in prior year
comparator
o Excluding the impact of McCloud, organic((2)) revenue growth was 12%
· 12(th) consecutive half year of YoY growth in revenues across
Advisory and Administration (95% of Group revenues):
o Continued healthy growth in Advisory revenues across all service lines
(+19% YoY, +9% organic((2)))
o Administration revenue growth of 6% YoY despite significant revenues from
the McCloud remedy project in prior year comparator. Excluding McCloud,
Administration revenues grew 16%
· SIP revenues grew 10% driven by growth in underlying SIP sales
and interest income from higher client deposits
· Adjusted EBITDA of £33.4 million (+8%) despite the NI headwind
and further growth investment in insurance consulting partially offset by
continued operational efficiencies.
· Adjusted EBITDA margin reduced from 27.2% to 26.0% reflecting the
growth investment in Insurance Consulting, higher NI and the impact of
contribution from the McCloud remedy project in the prior year comparator
· Adjusted fully diluted EPS up 9% YoY to 9.7 pence benefiting from
profit growth as well as a lower share count
· Net debt higher following the acquisition of Polaris and EBT
share purchases; covenant leverage comfortably below 1.0x at 0.88x
· Increased interim dividend of 4.1 pence (2024: 3.7 pence) per
share declared by the Board, reflecting progressive dividend policy and our
continued confidence in the Group's prospects
Continuing to deliver on our growth strategy:
· Continued YoY double digit revenue growth driven from new client
wins across all service lines and doing more with existing clients
· Expanding our target addressable markets through strategic
M&A such as our recent acquisition of Polaris which is integrating well
and opening doors to wider opportunities in the insurance markets
· Strong culture reflected in high levels of staff retention and
fourth consecutive year of high employee net promoter score (+32)
· Further enhanced our technology propositions, including the
capabilities of Radar, in preparation for the most significant regulatory
changes in the market in 20 years
· Continuing to successfully transition clients on to Aurora, our
proprietary administration platform, as well as winning new mandates in both
public and private pension administration markets
· In November 2025 appointed administrators to our largest public
sector client - The Metropolitan Police - on a long term contract servicing
c.80,000 members.
Outlook
We delivered another strong financial performance in the first half, which
highlights our ability to seize growth opportunities thanks to our robust
brand and service offerings. The pensions industry is experiencing more change
now than at any point in the past two decades, all of which drives increasing
need for advice which XPS is well placed to provide. We have built
comprehensive capabilities across all the services our clients need to manage
risk and capitalise on opportunities. These industry changes are expected to
unfold over many years, and we expect to support our clients throughout this
time. With our proven history of innovation and agility, combined with our
employee-driven culture, we are well positioned to keep driving growth.
The Board is delighted with the Group's performance in the first half of the
year and is confident of achieving full year results in line with its previous
expectations.
Paul Cuff, Co-CEO of XPS Group, commented:
"We are very pleased with the first half performance of the Group. Over
recent years we have invested in our business to be able to provide the full
range of support that our clients need, of a very high quality, against the
backdrop of a high volume of regulatory and market change.
"This investment has paid off as we continue to be busy supporting our clients
strategically and operationally, whilst winning new clients across the full
range of our service offerings.
"We are proud that we continue to do this in the right way, with a strong
employee-centric culture, which is reflected in the very positive results of
our most recent employee survey. I would like to thank all our people for
the brilliant ways in which they look after each other and our clients as this
is key to our success."
For further information, contact:
XPS Group
Snehal Shah +44 (0)20 3978 8626 / investorrelations@xpsplc.com
Chief Financial Officer
Canaccord Genuity (Joint Broker) +44 (0)20 7523 8000
Adam James
George Grainger
Deutsche Bank (Joint Broker) +44 (0)20 7260 1000
Stuart Skinner
Kevin Cruickshank
Media Enquiries:
Camarco +44 (0)20 3757 4980 / xps@camarco.co.uk
Rosie Driscoll
Geoffrey Pelham-Lane
Phoebe Pugh
Notes to Editors:
XPS Group is a leading consulting and administration business focused on UK
pension schemes and insurers. XPS combines expertise, insight and technology
to address the needs of over 1,300 pension schemes and their sponsoring
employers on an ongoing and project basis, also providing advice and
administration to UK insurance companies. We undertake pensions administration
for c. 1.2 million members and provide advisory services to schemes and
corporate sponsors in respect of schemes of all sizes, including 83 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
Overview and Market Backdrop
We continued to perform strongly in the period, winning new clients across all
service lines and doing more with existing clients. Revenues grew 13%, with
organic((2)) growth of 8% being particularly pleasing given the strong
performance in the prior year representing a tough comparator.
Our core advisory business is demonstrating good momentum and will continue to
benefit from a highly supportive market backdrop, including significant
ongoing regulatory changes and new opportunities to advise increasingly
well-funded pension schemes. The evolving landscape means that clients will
require a wide range of support and services, including greater levels of
strategic advice and guidance, which we are well positioned to provide due to
our broad platform and proprietary technology.
As we anticipated, the increasing overlap between the pensions and insurance
industries is providing opportunities that our recent accelerated entry into
Insurance Consulting - via the acquisition of Polaris in February 2025 - is
allowing us to capitalise on. We have been particularly pleased with early
success in cross-referrals and in winning mandates to deploy broader XPS
capabilities into large insurers.
It is an exciting time for the pensions and insurance sectors. Current and
prospective clients need our advice more than ever and we are well placed to
continue our growth trajectory.
Advisory
Overall, the Advisory business, which accounts for 57% of Group revenue,
delivered 19% growth in revenues year on year; 9% organic((2)).
Within Advisory, Actuarial and Investment Consulting performed strongly and is
continuing to demonstrate good momentum. This momentum is being supported by
ongoing regulatory change, including new rules on pension scheme valuations
that came into force in 2024 which have a multi-year effect as our clients
reach their next triennial actuarial valuations which need to be done
differently to previously, and continued demand for support in GMP
rectification projects.
The bigger picture is that we are very well positioned to provide the
anticipated rising levels of consulting support required by increasingly
well-funded pension schemes. Our proprietary Radar platform has new
functionality helping pension scheme sponsors and trustees assess their
options in the 'run on versus buyout' debate. Clients that choose to 'run on
for surplus' will need extensive advice to do so safely and efficiently,
whilst many clients (particularly smaller pension schemes) will still want to
access the insurance market, creating sustained and high demand for support
from our Risk Transfer team. This backdrop as a whole creates a high degree of
visibility on revenue.
Advisory also includes our Insurance Consulting business. We accelerated our
service offering in this market through the acquisition of Polaris in February
2025. The combined Insurance Consulting business has integrated well and is
performing in line with our expectations. The Polaris client relationships are
driving opportunities for the wider Group in both Actuarial Consulting and
Administration. We continue to focus on leveraging cross-referrals and
deploying broader XPS capabilities into large insurers, with the Group
recently being retained on Preferred Supplier Lists (PSLs) for several big
insurers who have recently carried out reviews of the partners they will work
with, and in a number of cases we have expanded the categories for which we
are on the PSL beyond those that Polaris were on before the acquisition.
This sets us up well for the future.
Administration and SIP
In Administration, our second largest division, accounting for 38% of Group
revenues, performance has been very strong, both in absolute terms and on an
underlying basis when excluding the contribution from the non-recurring
McCloud project work which was largely completed in FY25. Overall, revenues
in Administration grew 6% year on year. Excluding the impact of the
non-recurring McCloud project work, growth was a very healthy 16% year on
year.
Following the successful onboarding of the John Lewis Partnership pension
scheme, ahead of schedule, in February 2025, we continued to win new business,
including being appointed to provide full administration services for the SEI
Master Trust, taking on an expanded role having already been the administrator
of National Pension Trust which has now merged into the bigger SEI Trust.
Our well documented success in the McCloud project work has, and continues to,
open up many opportunities. We have seen particular success in winning new
clients in the public sector, and in November 2025 we secured our biggest ever
public sector client, the Metropolitan Police. This is a scheme with 80,000
members, which we expect to go live as an XPS client in the next financial
year on a multi-year contract.
Our SIP business (5% of Group revenues) continues to deliver good growth,
benefiting from an excellent reputation and an award-winning platform.
Revenues grew 10% year on year with 2% growth in the number of SIP and SSAS
schemes.
Technology and Efficiencies
Our technology capabilities continue to be a key differentiator in the market,
helping to drive revenue growth, unlock significant client opportunities, and
support ongoing cost efficiencies across the Group.
The transition to our market leading, proprietary administration platform
Aurora is progressing to plan and we remain on track for it to fully replace
all legacy third party platforms (with associated expense savings) in our
service delivery from 2028.
Employee culture at XPS
We continue to place a high degree of emphasis on the importance of a positive
culture across the Group. Put simply, we think that happy motivated people
look after each other well, and in turn will look after our clients well,
leading to good outcomes for all.
We've reviewed the initial results of our annual employee survey and are
pleased to report that our net promoter score remains very positive at +32.
Our Glassdoor rating is also one of the highest in the industry.
We believe that this positive culture has driven the continued strong
performance of the Group and sets us up well for the future. We would like to
thank all our people for all that they do.
Summary and Outlook
We delivered another strong financial performance in the first half, which
highlights our ability to seize growth opportunities thanks to our robust
brand and service offerings. The pensions industry is experiencing more change
now than at any point in the past two decades, all of which requires continued
advice which XPS is well placed to provide. We have built comprehensive
capabilities across all the services our clients need to manage risk and
capitalise on opportunities. These industry changes are expected to unfold
over many years, and we expect to support our clients throughout this time.
With our proven history of innovation and agility, combined with our
employee-driven culture, we are well positioned to keep driving growth.
The Board is delighted with the Group's performance in the first half of the
year and is confident of achieving full year results in line with its previous
expectations.
Financial Review
Adjusted ((1)) As reported
Half year ended 30 September 2025 2024 Change YoY 2025 2024 Change YoY
Revenue
Advisory £73.7m £62.1m 19% £73.7m £62.1m 19%
Administration £48.1m £45.2m 6% £48.1m £45.2m 6%
SIP £6.7m £6.1m 10% £6.7m £6.1m 10%
Total revenue £128.5m £113.4m 13% £128.5m £113.4m 13%
Operating expenses (£95.1m) (£82.5m) (15%) (£104.5m) (£87.3m) (20%)
EBITDA £33.4m £30.9m 8% £24.0m £26.1m (8%)
Depreciation & amortisation (£3.4m) (£3.1m) (10%) (£8.2m) (£6.6m) (24%)
EBIT £30.0m £27.8m 8% £15.8m £19.5m (19%)
Net finance expense (£2.1m) (£1.3m) (62%) (£2.1m) (£1.3m) (62%)
Profit before tax £27.9m £26.5m 5% £13.7m £18.2m (25%)
Income tax expense (£7.0m) (£7.0m) - (£5.0m) (£5.2m) 4%
Profit after tax £20.9m £19.5m 7% £8.7m £13.0m (33%)
Earnings per share 10.2p 9.4p 9% 4.2p 6.3p (33%)
Fully diluted EPS 9.7p 8.9p 9% 4.0p 5.9p (32%)
Interim dividend 4.1p 3.7p 11% 4.1p 3.7p 11%
((1))Adjusted measures exclude the impact of amortisation of acquired
intangibles, share-based payments, and exceptional items. See note 3 for
details of exceptional and non-trading items.
((2)) Organic means excluding the impact of the Polaris acquisition which
completed on 28 February 2025 which contributed revenue of £6.1 million in
Advisory in H1 FY26.
Group revenue
Total Group revenue for the six months ended 30 September 2025 grew 13% year
on year to £128.5 million, including continued strong organic((2)) growth of
8% despite a particularly tough prior year comparator containing revenues from
the one-off McCloud remedy project; adjusting for this, organic((2)) growth
was an even healthier 12%.
Advisory
Advisory revenues have grown 19% year on year (9% organic ((2))) driven by the
acquisition of Polaris and continued client demand for our services such as
Risk Transfer, GMP equalisation as well as new client wins. Within this,
Actuarial and Consulting revenues have grown 21% year on year (10% organic
((2))), and Investment Consulting has returned to growth with 4% increase in
revenues year on year.
Administration
Revenues have grown 6% year on year on the back of new client wins coming on
stream, strong demand for project work, and inflationary fee increases. The
number of members under administration was circa 1.2 million at 30 September
2025, being a YoY increase of 14.0%. Excluding the significant impact of the
McCloud remedy project last year which was largely completed by 31 March 2025,
revenue growth in Administration was 16%.
SIP
Revenues have grown 10% to £6.7 million, driven by strong underlying sales
volumes and interest income from higher client deposits.
Operating costs
Total operating costs (excluding exceptional and non-trading items) of £98.5
million grew by 15% or £12.9 million year on year, slightly ahead of the
growth in group revenues. In addition to growth in employee numbers
underpinning revenue growth, along with inflationary/market driven pay
increases, the incremental increase in costs reflect an increase in employers
National Insurance, the acquisition of Polaris, investment in Insurance
Consulting and inflationary increases in other cost lines.
Adjusted EBITDA
Adjusted EBITDA of £33.4 million grew 8% year on year with a margin of 26.0%
which is lower than the H1 last year due to the increase in employer's
National Insurance contributions from 1 April 2025, investment in Insurance
Consulting and the absence of the significant McCloud remedy project which was
largely completed in the last financial year.
Exceptional and non-trading items
During the half year ended 30 September 2025 the Group incurred £14.2 million
(H1 2024/25: £8.2m) of exceptional and non-trading charges, comprising
amortisation of acquired intangibles, share based payments and the
acquisition-related remuneration for the acquisition of Polaris (see note 3
for further details).
Net finance expenses
Net finance expense of £2.1 million was 62% higher than the prior year,
largely due to the increase in the debt following the acquisition of Polaris
in February 2025.
Taxation
Tax charge on adjusted profit before tax for the half year was £7.0 million.
The tax charge on statutory profits was £5.0 million (H1 FY2024/25 £5.2
million).
Basic EPS
Basic EPS in the half year ended 30 September 2025 was 4.2p; a decrease of 33%
YoY largely driven by an element of the consideration for the acquisition of
Polaris in February 2025 being treated by IFRS 3 as post-acquisition
remuneration due to a continued employment condition within the terms of the
share purchase agreement. These costs will be expensed over the three years to
March 2028.
Adjusted fully diluted EPS
Adjusted fully diluted EPS in the half year ended 30 September 2025 was 9.7p;
up 9% YoY benefitting from a strong trading performance resulting in an
increase in profits in the period.
Dividend
An interim dividend of 4.1p has been declared by the Board (2024: 3.7p),
reflecting XPS's progressive dividend policy and our continued confidence in
the Group's prospects. The interim dividend amounting to £8.4 million (2024:
£7.7 million), will be paid on 6 February 2026 to those shareholders on the
register on 9 January 2026.
Cash-flow, capital expenditure and net debt
The Group generated £15.5 million from operating activities. After £4.4
million of capital expenditure; paying £16.7 million in dividends; £1.7
million of interest payments, £1.1 million of lease liabilities; £0.9
million dividend equivalents on vesting of employee share schemes; £14.5
million on purchases of own shares by the EBT, partially offset by £18.0
million drawdown of committed facility, and receipt of £1.9 million on the
exercise of SAYE share options by employees, the net decrease in cash was
£3.9 million at 30 September 2025.
At 30 September 2025 net debt (as defined for RCF covenants and therefore
excluding IFRS 16) was £62.2 million, up 178% year on year. The leverage
ratio for financing covenants was 0.88x (2024: 0.37x). At 30 September 2025,
the Group had £47.0 million of undrawn committed facility. The Group's RCF
expires in March 2029.
Principal risks and uncertainties affecting the business
The principal risks and uncertainties affecting the Group's business
activities remain those detailed within the Principal Risks and Uncertainties
section of the Annual Report and Accounts for the year ended 31 March 2025
(pages 52-58).
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 3 of the condensed
consolidated financial statements.
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.
Adjusted diluted EPS Diluted earnings per share Definition: Reflects the profit after tax, adjusted to remove the impact of
exceptional and non-trading items.
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 (Net debt/EBITDA) 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 measure has
been provided below:
1. Adjusted EBITDA
Half year ended 30 September 2025 2024
£m £m
Profit from operating activities 15.8 19.6
Depreciation and amortisation 8.2 6.5
Other exceptional and non-trading items 9.4 4.8
Adjusted EBITDA 33.4 30.9
2. Adjusted diluted EPS
Half year ended 30 September 2025 2024
£m £m
Profit after tax and total comprehensive income 8.7 13.0
Adjustment for exceptional and non-trading items (net of tax) (1) 12.2 6.5
Adjusted profit after tax 20.9 19.5
Dilutive weighted average number of shares ('000) 215,728 220,231
Adjusted diluted EPS (pence) 9.7 8.9
3. Leverage
Half year ended 30 September 2025 2024
£m £m
Cash and cash equivalents 10.8 9.6
Bank debt (73.0) (32.0)
Contingent consideration - -
Net debt 62.2 22.4
Last twelve months (LTM) trading EBITDA (2) 72.2 63.5
Impact of IFRS 16 ignored for bank covenants purposes (3) (3.4) (3.0)
Pro-forma impact of M&A transactions in year (4) 2.0 (0.2)
Adjusted EBITDA for covenant 70.8 60.3
Leverage 0.88x 0.37x
(1) See note 3 of the condensed consolidated interim financial statements
(2) The LTM trading EBITDA can be calculated from:
2025 2024
£m £m
March 2025 (2024) full year reported adjusted EBITDA 69.7 55.3
Less: September 2024 (2023) interim results (30.9) (22.7)
Add: September 2025 (2024) interim results 33.4 30.9
LTM trading EBITDA 72.2 63.5
(3) 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.
(4) Pro-forma related adjustments reflect the impact of M&A-related
transactions as if they had been included for the last twelve months.
Condensed Consolidated Statement of Comprehensive Income
for the period ended 30 September 2025
6 month period ended 30 September 2025 6 month period ended 30 September 2024
Trading items Non-trading and exceptional items (1) Total Trading items Non-trading and exceptional items (1) Total
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 4 128,526 - 128,526 113,414 - 113,414
Operating expenses (98,545) (14,205) (112,750) (85,590) (8,232) (93,822)
Profit/(loss) from operating activities 29,981 (14,205) 15,776 27,824 (8,232) 19,592
Finance income 52 - 52 36 - 36
Finance costs (2,165) - (2,165) (1,383) - (1,383)
Profit/(loss) before tax 27,868 (14,205) 13,663 26,477 (8,232) 18,245
Income tax (expense)/credit (7,003) 1,981 (5,022) (6,973) 1,766 (5,207)
Profit/(loss) after tax and total comprehensive income for the period 20,865 (12,224) 8,641 19,504 (6,466) 13,038
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 5 10.2 4.2 9.4 6.3
Diluted earnings per share 5 9.7 4.0 8.9 5.9
Trading items Non-trading and exceptional items (1) Total Trading items Non-trading and exceptional items (1) Total
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
£'000 £'000 £'000 £'000 £'000 £'000
Memo
EBITDA 33,422 (9,469) 23,953 30,907 (4,818) 26,089
Depreciation and amortisation (3,441) (4,736) (8,177) (3,083) (3,414) (6,497)
Profit/(loss) from operating activities 29,981 (14,205) 15,776 27,824 (8,232) 19,592
(1) See note 3 for additional information regarding non-trading and
exceptional items.
Condensed Consolidated Statement of Financial Position
as at 30 September 2025
30 September 31 March
2025 Unaudited 2025
Audited
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 5,356 5,278
Right-of-use assets 15,649 13,835
Intangible assets 220,170 222,998
Other long-term receivables 4,479 5,971
245,654 248,082
Current assets
Trade and other receivables 63,312 60,683
Current income tax asset 1,734 -
Cash and cash equivalents 10,843 14,717
75,889 75,400
Total assets 321,543 323,482
Liabilities
Non-current liabilities
Loans and borrowings 6 72,126 54,021
Lease liabilities 13,596 12,038
Provisions 2,433 2,903
Trade and other payables 4,435 670
Deferred tax liabilities 17,791 16,138
110,381 85,770
Current liabilities
Lease liabilities 3,473 2,915
Provisions 3,128 2,700
Trade and other payables 36,332 46,456
Current income tax liabilities - 234
42,933 52,305
Total liabilities 153,314 138,075
Net assets 168,229 185,407
Equity
Equity attributable to owners of the parent
Share capital 7 104 104
Share premium 8 1,786 1,786
Merger relief reserve 8 48,687 48,687
Investment in own shares held in trust 8 (13,374) (15,142)
Retained earnings 8 131,026 149,972
Total equity 168,229 185,407
Condensed Consolidated Statement of Changes in Equity
for the period ended 30 September 2025
Share capital Share premium Investment in own shares Retained earnings Total equity
£'000 £'000 Merger relief reserve £'000 £'000 £'000
£'000
Balance at 1 April 2025 104 1,786 48,687 (15,142) 149,972 185,407
Profit after tax and total comprehensive income for the period - - - - 8,641 8,641
Contributions by and distributions to owners
Dividends paid (note 9) - - - - (16,697) (16,697)
Dividend equivalents paid on exercised share options - - - - (876) (876)
Shares purchased by Employee Benefit Trust for cash - - - (14,485) - (14,485)
Exercise of share options settled from the Employee Benefit Trust - - - 16,253 (14,354) 1,899
Share-based payment expense - IFRS2 charge - - - - 3,914 3,914
Deferred tax movement in respect of share-based payment expense - - - - (2,557) (2,557)
Current tax movement in respect of share-based payment expense - - - - 2,983 2,983
Total contributions by and distributions to owners - - - 1,768 (27,587) (25,819)
Unaudited balance at 30 September 2025 104 1,786 48,687 (13,374) 131,026 168,229
Balance at 1 April 2024 104 1,786 48,687 (2,925) 138,202 185,854
Profit after tax and total comprehensive income for the period - - - - 13,038 13,038
Contributions by and distributions to owners
Dividends paid (note 9) - - - - (14,577) (14,577)
Dividend equivalents paid on exercised share options - - - - (591) (591)
Shares purchased by Employee Benefit Trust for cash - - - (6,405) - (6,405)
Exercise of share options settled from the Employee Benefit Trust - - - 6,037 (5,270) 767
Share-based payment expense - IFRS2 charge - - - - 2,586 2,586
Deferred tax movement in respect of share-based payment expense - - - - 421 421
Current tax movement in respect of share-based payment expense - - - - 1,437 1,437
Total contributions by and distributions to owners - - - (368) (15,994) (16,362)
Unaudited balance at 30 September 2024 104 1,786 48,687 (3,293) 135,246 182,530
Balance at 1 April 2024 104 1,786 48,687 (2,925) 138,202 185,854
Profit after tax and total comprehensive income for the year - - - - 30,343 30,343
Contributions by and distributions to owners
Dividends paid - - - - (22,185) (22,185)
Dividend equivalents paid on exercised share options - - - - (591) (591)
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 - IFRS2 charge - - - - 5,946 5,946
Deferred tax movement in respect of share-based payment expense - - - - 2,366 2,366
Current tax movement in respect of share-based payment expense - - - - 1,521 1,521
Total contributions by and distributions to owners - - - (12,217) (18,573) (30,790)
Balance at 31 March 2025 104 1,786 48,687 (15,142) 149,972 185,407
Condensed Consolidated Statement of Cash Flows
for the period ended 30 September 2025
Note Period ended Period ended
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Cash flows from operating activities
Profit after tax for the period 8,641 13,038
Adjustments for:
Depreciation 581 486
Depreciation of right-of-use assets 1,415 1,390
Amortisation 6,181 4,621
Finance income (52) (36)
Finance costs 2,165 1,383
Share-based payment expense 3,461 2,586
Income tax expense 5,022 5,207
27,414 28,675
Increase in trade and other receivables (1,137) (2,287)
Decrease in trade and other payables (5,485) (1,683)
(Decrease)/increase in provisions (383) 122
20,409 24,827
Income tax paid (4,912) (6,068)
Net cash inflow from operating activities 15,497 18,759
Cash flows from investing activities
Purchases of property, plant and equipment (735) (1,603)
Purchases of software (3,688) (2,779)
Net cash outflow from investing activities (4,423) (4,382)
Cash flows from financing activities
Proceeds from existing loans 18,000 12,000
Repayment of loans - (4,000)
Payment relating to extension of loan facility (20) -
Purchase of own shares (14,485) (6,405)
Proceeds from the exercise of share options settled by EBT shares 1,899 767
Interest paid (1,660) (870)
Lease interest paid (207) (166)
Payment of lease liabilities (902) (966)
Dividends paid to the holders of the parent 9 (16,697) (14,577)
Dividend equivalents paid on vesting of share options (876) (591)
Net cash outflow from financing activities (14,948) (14,808)
Net decrease in cash and cash equivalents (3,874) (431)
Cash and cash equivalents at start of the period 14,717 10,005
Cash and cash equivalents at end of period 10,843 9,574
(
)
( )
Notes to the Condensed Consolidated Financial Statements
for the period ended 30 September 2025
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
Condensed Group Financial Statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group").
Basis of preparation and statement of compliance with IFRS
The annual financial statements are prepared in accordance with UK-adopted
International Accounting Standards ("IAS"). These condensed financial
statements have been prepared in accordance with UK-adopted IAS 34 'Interim
Financial Reporting'. They do not include all disclosures that would otherwise
be required in a complete set of financial statements and should be read in
conjunction with the latest audited financial statements, for the year ended
31 March 2025.
The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual consolidated financial statements for the
year ended 31 March 2025, except for the following amendments which apply for
the first time in 2025/26. However, the below are not expected to have a
material impact on the Group's financial statements as they are either not
relevant to the Group's activities or require accounting which is consistent
with the Group's current accounting policies.
The following new standards and amendments are effective for the period
beginning 1 April 2025:
• Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates).
This amendment has had no material effect on the interim condensed
consolidated financial statements. The following amendments are effective for
the annual reporting period beginning 1 April 2026:
• Amendments to the Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 Financial Instruments and IFRS 7)
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9
and IFRS 7)
The following standards and amendments are effective for the annual reporting
period beginning 1 April 2027:
• IFRS 18 Presentation and Disclosure in Financial Statements
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is currently assessing the impact of these new accounting standards
and amendments.
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 profit or loss,
aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures.
Going concern
IFRS accounting standards require the Directors to consider the
appropriateness of the going concern basis when preparing the interim
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 March 2027, which the
Directors have approved. The period to 31 March 2027 covers the current and
next financial years and includes the 12-month period from the date of signing
these interim financial statements which is defined as the going concern
review period. 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 increases have been
included in the forecast based on latest market projections.
The Group's banking facility 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 period, nor are
any breaches forecast in the going concern period. The Group does not have any
non-financial covenants. At 30 September 2025, the Group had £10.8 million of
cash in the bank, and £47.0 million of undrawn non-accordion revolving credit
facility.
Management has also performed some scenario modelling to further assess the
going concern assumption of the Group over the going concern period. Firstly,
management have modelled a scenario which threatens the going concern
position, considering the sooner 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 and latest forecast, 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 a
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.
The Directors have reviewed the historical accuracy of the Group's
budgets/forecast. The Group's prior year performance was compared to the
budget/forecast, and actual revenue was within 1% of the forecast figure, and
adjusted EBITDA was within 4% of the forecast figure. Actual results were
ahead of forecast in both cases. 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 financial performance in the
current period has been favourable when compared to budget. 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 interim financial statements.
In terms of the wider macroeconomic and financial situation, the increase in
the rate of inflation has stabilised at a lower level than in recent years,
although management is monitoring the situation with Russia and Ukraine as
well as the situation in the Middle East as any further escalations could
trigger further price increases with potential for related interest rate
increases. 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 prices are uplifted accordingly as contracts are
renewed. Whilst higher interest rates have led to higher finance expenses this
has been modelled in the Group's forecasts and is 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. It does not foresee
that there is anything currently in the news that would have a material impact
in terms of going concern.
Alternative performance measures (APMs)
The Group presents APMs within its interim report, 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 leverage. 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.
Non-trading and exceptional items
To assist in understanding its underlying performance, the Group has defined
the following items of income and expense as non-trading and exceptional items
as they either reflect items which are exceptional in nature or size or are
associated with the amortisation of acquired intangibles and share based
payments. Items treated as non-trading and 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;
· 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 post-acquisition 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 Performance Share Plan (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.
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 3.
Critical accounting estimates and judgments
The Group makes certain estimates and assumptions within the course of
business. Estimates and judgments 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 period, 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 pensions, investment
and administration services.
Acquisition-related remuneration
A payment of up to £35.0 million is payable in 2028/29 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
Management will make a judgment 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.
Functional and presentation currency
The financial statements are presented in British Pounds which is the
functional currency of all Group entities. Figures are rounded to the nearest
thousand.
2 Financial information
The financial information in this report was formally approved by the Board of
Directors on 19 November 2025. The financial information set out in this
document does not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006.
Statutory accounts prepared under UK adopted IFRS for the year ended 31 March
2025 for XPS Pensions Group plc have been delivered to the Registrar of
Companies. The auditor's report on these accounts was not qualified, did not
draw attention to any matters by way of emphasis and did not contain
statements under section 498(2) or (3) of the Companies Act 2006.
The financial information in respect of the period ended 30 September 2025 is
unaudited but has been reviewed by the Group's auditor. Their report is
included at the end of this document. The financial information in respect of
the period ended 30 September 2024 was unaudited but was reviewed by the
Group's auditor.
3 Non-trading and exceptional items
Period ended Period ended
30 September 2025 30 September 2024
Unaudited Unaudited
Total before tax Tax on adjusting items (4) Adjusting items after taxation Total before tax Tax on adjusting items (4) Adjusting items after taxation
£'000 £'000 £'000 £'000 £'000 £'000
Acquisition-related remuneration (1) (5,391) - (5,391) (1,106) - (1,106)
Exceptional items (5,391) - (5,391) (1,106) - (1,106)
Share-based payment costs (2) (4,078) 797 (3,281) (3,712) 912 (2,800)
Amortisation of acquired intangibles (3) (4,736) 1,184 (3,552) (3,414) 854 (2,560)
Non-trading items (8,814) 1,981 (6,833) (7,126) 1,766 (5,360)
Total (14,205) 1,981 (12,224) (8,232) 1,766 (6,466)
( )
(1) Acquisition related remuneration of £5.4 million in the period relates to
the acquisition of Polaris in February 2025, and acquisition related
remuneration of £1.1 million in the prior period relates to contingent
amounts owed to the vendor as acquisition-related remuneration in respect of
the acquisition of Penfida Limited. For both the Polaris and the Penfida
acquisitions, as continued employment is one condition of the share purchase
agreements, 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 for Polaris, and to September 2024 for Penfida). These
additional amounts are material in size and one-off in nature. As such, in
line with the Group's accounting policies, and the treatment adopted in prior
periods, they have been classified as exceptional items. The entire Penfida
acquisition-related remuneration of £3,500,000 was paid in October 2024.
Users of the financial statements 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) 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 Performance Share Plan (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
financial statements on the profit figures that dividends and PSP performance
are based on.
(3) During the period the Group incurred £4.7 million of amortisation charges
in relation to acquired intangible assets (customer-related intangibles
acquired as part of a business combination) (H1 2024/25: £3.4 million). 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 financial statements expect to be able
to assess the profitability and growth of the Group excluding this figure.
(4) The tax credit on exceptional and non-trading items of £2.0 million (H1
2024/25: £1.8 million) represents a credit of 14% (H1 2024/25: 21%) of the
non-trading and exceptional items incurred of £14.2 million (H1 2024/25:
£8.2 million). This is different to the expected tax credit of 25% (H1
2024/25: 25%), as various adjustments are made to tax including for deferred
tax and the exclusion of amounts not allowable for tax.
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,
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.
Period ended Period ended
30 September 30 September
2025 2024
Unaudited Unaudited
Revenue from external customers £'000 £'000
Actuarial and Consulting 63,301 52,107
Investment Consulting 10,438 10,011
Advisory 73,739 62,118
Administration 48,053 45,233
SIP (1) 6,734 6,063
Total 128,526 113,414
(1) Self Invested Pensions (SIP) business, incorporating both SIPP and SSAS
products.
5 Earnings per share
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Profit for the period 8,641 13,038
Weighted average number of shares: '000 '000
Weighted average number of shares in issue 204,948 207,273
Effects of:
Outstanding share options 10,780 12,958
Diluted weighted average number of ordinary shares 215,728 220,231
Basic earnings per share (pence) 4.2 6.3
Diluted earnings per share (pence) 4.0 5.9
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.
The Group has invested in shares for its Employee Benefit Trust ('EBT'). These
have been used to satisfy vested share options within the period.
Adjusted earnings per share
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Adjusted profit after tax 20,865 19,504
Adjusted basic earnings per share (pence) 10.2 9.4
Diluted adjusted earnings per share (pence) - total 9.7 8.9
The adjusted profit after tax is the trading profit after tax and excludes the
exceptional and non-trading items disclosed in note 3.
6 Loans and borrowings
At 30 September 2025, the Group had drawn down £73.0 million (31 March 2025:
£55.0 million) of its £120.0 million revolving credit facility. The current
revolving facility agreement was entered into on 27 March 2025 and has a
4-year term. Interest is calculated at a margin above SONIA (Sterling
Overnight Index Average), 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.
Total debt net of capitalised arrangement fees was £72.1 million (31 March
2025: £54.0 million).
Net debt for bank reporting purposes:
Period ended Period ended
30 September 31 March
2025 2025
Unaudited Audited
£'000 £'000
Drawn revolving credit facility 73,000 55,000
Less: cash (10,843) (14,717)
Net debt 62,157 40,283
7 Share capital
Ordinary Ordinary Ordinary Ordinary
shares shares shares shares
('000) (£'000) ('000) (£'000)
30 September 30 September 31 March 31 March
2025 2025 2025 2025
In issue at the beginning of the period 208,355 104 207,545 104
Issued during the period - - 810 -
In issue at the end of the period 208,355 104 208,355 104
30 September 30 September 31 March 31 March
2025 2025 2025 2025
('000) (£'000) ('000) (£'000)
Allotted, called up and fully paid
Ordinary shares of 0.05p (March 2025: 0.05p) each 204,465 102 203,654 102
Shares held by the Group's Employee Benefit Trust
Ordinary shares of 0.05p (March 2025: 0.05p) each 3,890 2 4,701 2
Shares classified in shareholders' funds 208,355 104 208,355 104
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.
8 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 of shares issued on the acquisition of subsidiary companies.
Investment in own shares: Cost of own shares held by the EBT.
9 Dividends
Amounts recognised as distributions to equity holders of the parent in the
period
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Final dividend for the year ended 31 March 2025: 8.2p per share (2024: 7.0p) 16,697 14,577
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Interim dividend for the year ending 31 March 2026 of 4.1p (2025: 3.7p) 8,412 7,664
The final dividend for 2024/25 was paid on 22 September 2025. The final
dividend has been reflected in the Statement of Changes in Equity.
The interim dividend was approved by the Board on 19 November 2025 and has not
been included as a liability at 30 September 2025.
10 Related party transactions
Key management emoluments during the period
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Emoluments 659 563
Share-based payments 1,356 1,026
Company contributions to money purchase pension plans 15 15
Social security costs 138 104
2,168 1,708
1,038,156 shares were exercised by Directors in the period (H1 FY25: 922,615).
Non-executive emoluments during the period
30 September 30 September
2025 2024
Unaudited Unaudited
£'000 £'000
Emoluments 244 250
Social security costs 34 31
278 281
11 Financial Instruments
The fair values and the carrying values of financial assets and liabilities
are not materially different.
Responsibility Statement
We confirm that to the best of our knowledge:
a) the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' and provide a true and
fair view as required by DTR 4.2.10;
b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of the important events during
the first six months and description of principal risks and uncertainties for
the remaining six months of the year); and
c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
On behalf of the Board,
Snehal Shah
Chief Financial Officer
19 November 2025
INDEPENDENT REVIEW REPORT TO XPS PENSIONS GROUP PLC
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 September 2025 is not prepared,
in all material respects, in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
September 2025 which comprises of the Condensed Consolidated Statement of
Comprehensive Income, the Condensed Consolidated Statement of Financial
Position, the Condensed Consolidated Statement of Changes in Equity, the
Condensed Consolidated Statement of Cash Flows and related notes.
Basis for conclusion
We conducted our review in accordance with the International Standard on
Review Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). A
review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the group to
cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing 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 company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
19 November 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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