ANNUAL REPORT & ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Innovation
that endures
Solutions
that deliver
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
Powering
Financial
highlights
Operational
highlights
the world’s
critical systems
Order
intake
Total
revenue
£225.9m
£230.1m
2024: £181.6m 2024: £247.3m
Adjusted profit
before
tax
(Loss)/profit
before
tax
£9.5m
£(7.3)m
•
Cost discipline maintained and
further efficiency improvement
actions taken
•
Inventory reduced and optimised,
maximising cash
•
Full pipeline of new products with
24 new products launched
•
Improved customer service and
satisfaction levels
•
Improved supply chain efficiency
Founded in 1988 and
listed on the London
Stock Exchange in 2000,
XP Power now employs
c. 2,100 people across
Europe, North America
and Asia.
We design and manufacture
a diverse portfolio of
power converters, with
unrivalled customer service
and support.
We focus on sectors where
power is mission-critical,
and failure is not an option.
Our enduring relationships
are built on a reputation
for quality.
2024: £13.8m 2024: £(7.7)m
Adjusted
earnings
per
share
Leverage
ratio
22.5p
1.2x
2024: 42.9p 2024: 2.3x
•
Completion of construction of our
Malaysia plant, allowing closure of
our China manufacturing facility
•
Decision taken to exit RF market to
focus on higher profitability product
categories
CONTENTS
OVERVIEW
OUR BUSINESS AT A GLANCE 02
POSITIONED FOR GROWTH 04
INVESTMENT CASE 06
CHAIR’S STATEMENT 08
STRATEGIC
REPORT
OUR MARKETS 12
OUR BUSINESS MODEL 16
CHIEF EXECUTIVE OFFICER’S REVIEW 18
OUR STRATEGY 24
CHIEF FINANCIAL OFFICER’S REVIEW 28
GOVERNANCE
GOVERNANCE AT A GLANCE
84
BOARD AND COMMITTEE ATTENDANCE
85
INTRODUCTION TO GOVERNANCE
86
BOARD OF DIRECTORS
88
CORPORATE GOVERNANCE REPORT
91
SECTION 172(1) STATEMENT 98
NOMINATION COMMITTEE REPORT
105
AUDIT COMMITTEE REPORT
110
REMUNERATION COMMITTEE REPORT
117
DIRECTORS' REPORT 141
DIRECTORS' RESPONSIBILITIES STATEMENT 145
RISK MANAGEMENT FRAMEWORK
34
Positioned
for
Sustainability
MANAGING OUR RISKS
35
VIABILITY STATEMENT 42
HOW WE ENGAGE WITH OUR STAKEHOLDERS
43
OUR SUSTAINABILITY STRATEGY 44
SUSTAINABILITY REPORT 46
SUSTAINABLE PRODUCTS 48
ENVIRONMENTAL LEADERSHIP
53
TCFD REPORT
56
FINANCIALS
INDEPENDENT AUDITOR’S REPORT 148
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
153
CONSOLIDATED BALANCE SHEET 154
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 155
CONSOLIDATED STATEMENT OF CASH FLOWS 156
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 157
COMPANY BALANCE SHEET
211
growth
How our high performing
products serving customers in
growing markets are driving our
annuity model.
A solutions
business
How our technical expertise
enables us to deliver for
long-term customers.
is a commercial
imperative
Improving the sustainability of
power conversion is a key part
of our strategy.
PEOPLE AND WORKPLACE
66
ETHICS AND COMPLIANCE
72
KEY NON-FINANCIAL PERFORMANCE INDICATORS
74
NOTES TO THE COMPANY BALANCE SHEET 212
FIVE-YEAR REVIEW CONSOLIDATED INFORMATION 223
ADVISERS 224
SEE PAGES 04-05 SEE PAGES 16-17 SEE PAGES 46-80
XP
Power Annual
Report
&
Accounts
01
for the year ended 31 December 2025
22
as % Group revenue
relationships
years
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
OUR BUSINESS AT A GLANCE
Electricity generation
& transmission
•
Alternating Current (AC)
•
High Voltage Transmission
(c. 200kVAC)
•
30 TWh generated globally
Electricity
consumption
•
c. 50% AC (motors,
fans, etc)
•
c. 50% Direct Current
(DC) (electronics,
lighting, EVs etc)
•
Typically Low Voltage
(0 - 500V)
Power converter systems are at the core of our business
and are essential for the reliable operation of electrical
equipment. They safely and efficiently convert grid
power into the exact form required, for example by
delivering stable low-voltage DC for semiconductor-
based electronics while providing critical safety isolation
from the mains. The precision of power delivery is vital
in mission-critical applications where reliability and
safety are paramount.
Our portfolio, tailored for a broad range of voltage
and power combinations, supports a wide range of
industries, from sensitive electronic devices to complex
industrial systems.
With c. 500 product families, we offer one of the most
comprehensive ranges in the industry. This breadth,
combined with strict regulatory compliance and full
component traceability, creates significant barriers to
entry and reinforces our position as a trusted partner
for innovative, reliable and safety-compliant power
solutions.
Industrial
Technology
Our power converters support advanced automated
equipment, which improves workplace safety and
productivity. Consistent power and low electrical noise
help these systems operate reliably without disruption or
risk to operators.
Semiconductor
Manufacturing
Equipment
Our products power mission-critical processes such as
wafer fabrication and inspection, where precision and
reliability are essential, enabling complex processes that
support technologies driving the global economy.
Healthcare
Our power conversion solutions ensure the reliable
operation of critical medical devices, such as ventilators,
especially in high-demand situations. Stable voltage and
safety isolation protect the performance of life-saving
equipment and the safety of healthcare providers and
patients.
Technology
North
America
We operate six sales offices across North America,
supported by design and production facilities in
Massachusetts, New Jersey and Southern California.
Our Technology Solutions Group in Silicon Valley serves
major Healthcare and Semiconductor Manufacturing
Equipment customers, making the region a key driver of
innovation and growth.
Europe
With eight direct sales offices and a robust distribution
network, we serve customers throughout the region
with particular strength in Industrial Technology and
Healthcare. We support businesses in 3D printing,
process automation and analytical instrumentation,
positioning us as a critical partner in Europe’s evolving
industrial landscape.
Asia
We have four direct sales offices and ten distributors
across Asia. With design engineering in Singapore, South
Korea and the Philippines, plus production in Vietnam,
until the end of 2025 in China, and shortly Malaysia,
we directly serve this region and provide cost-effective
manufacturing for the rest of the Group.
•
We prioritise speed, flexibility and customer focus,
guided by a “first-time-right” approach.
•
Our long-term relationships enable collaboration,
mutual trust and a strong base for business growth.
•
We offer a broad portfolio of base power products,
easily modified to meet specific requirements.
•
Our experienced, multidisciplinary teams deliver
customised solutions, solving complex power
challenges quickly.
•
We can rapidly develop solutions from the prototype
stage to mass production, helping customers launch
their own product quickly with reduced risk.
•
We are committed to sustainability, embedding
environmental considerations in our operations and
designing energy-efficient solutions for a greener
future.
02
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
03
for the year ended 31 December 2025
Our products
Three key sectors
Our
customer
base
Our
core
strengths
Power
converters
We make power supplies that convert
power into a useable form. We do this
where reliable power is critical.
Industrial
38%
Semiconductor
Manufacturing
Equipment
37%
Healthcare
25%
North America
61%
Europe 29%
Asia
10%
products...
High Voltage
High Power
Low Voltage
High Power
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
POSITIONED FOR GROWTH
Over the last five years, XP Power has successfully navigated an
unusual period of volatility in external markets.
Attractive
growing
end-markets
XP Power is a leader in a highly fragmented market.
Our target market is large and focuses on three
growing sectors, each of which requires and values
power as a key part of their processes and delivery.
We benefit by operating in markets that are well
diversified by both region and sector.
All power
supplies
A broad-based
product
offering
We have a market-leading portfolio, further enhanced
over recent years through new standardised product
launches and customer-specific modified products.
Power supply product
portfolio
Over time, we have extended our offer from Low
Voltage Low Power products into adjacent markets.
Our target
$35–
40bn
$4.4bn
Low Voltage
Low Power
Voltage
High Voltage
Low Power
market:
Critical
power
Semiconductor
Manufacturing
Equipment
To achieve precision at the heart of the fabrication
process, we often tailor solutions to large customers.
Industrial
Technology
We deliver power solutions to industrial customers
in market sectors with healthy long-term growth
attributes such as process automation, analytical
instrumentation, and test & measurement.
Healthcare
An ageing population and increasing need for
medical technology supports long-term growth in
demand for power in this market.
Low Voltage Low Power
•
Medical devices for patient treatment and imaging
•
Factory automation and robotics
•
Analytical instruments and life sciences equipment
Low Voltage High Power
•
Semiconductor etch and deposition
•
Surgical robotics and medical imaging systems
•
Medical diagnostics and monitoring equipment
High Voltage Low Power
•
Electrostatic chuck for semiconductor manufacturing
•
Analytical instruments - mass spectrometry and SEM
•
Pulsed electric field creation for medical devices
High Voltage
High
Power
•
Ion implantation
•
E-beam lithography systems
•
E-beam welding equipment
READ MORE ABOUT OUR MARKETS ON PAGES 12-15
READ MORE ABOUT OUR PRODUCTS ON PAGE 25
for the year ended 31 December 2025
and opportunities for growth
for the year ended 31 December 2025
Our customers’ products will often have a multi
-year
life
-cycle and the cost to our customers of changing
power supply in those products is often high. Our
technology is usually designed into our customers’
products
and, therefore, we benefit from the consistent
generation of long
-term annuity revenue over the
lifetime of the product, which can extend for over ten
years.
We
are designed into hundreds of individual customer
products at a time, at various stages of their own
product life
-cycle, sustaining future demand and
minimising
our exposure to the commercial success of
any individual customer project.
Typical
Typical projects
years 73
last 6 years
Fully digital control
Analogue control
A stocking manufacturer
Order-based producer
To
Full
sensor capability
Bespoke
turnkey
solutions
for customers
From
Provision of basic
electrical power
Commodity provider
As long-term partners with our customers, we
understand their engineering and operational
challenges and deliver the solutions they demand:
Fast to design
Fast to prototype
Fast to high-volume manufacturing
We start with the user experience, then work
backwards to integrate the technology. This
approach
has enabled us to evolve from powering the
customer’s process to being an integral part of the
process itself.
With our technology and products, we are
transforming the role that power delivery plays in the
world today.
Power
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
INVESTMENT CASE
Our investment case creates real value, whatever part of the cycle we’re in.
FLXPro
case
study
XP Power’s leadership in configurable power traces
back to the launch of fleXPower in 2005, followed
by higher-power variants and, later, the 1U 1200W
nanofleX platform in 2015. Each generation
expanded capability, power density and flexibility
to meet evolving customer needs. Over the past
decade, nanofleX became a flagship solution across
demanding applications, while customer feedback
increasingly highlighted the need for higher power
in smaller form factors, wider output adjustability
without compromising electromagnetic emissions,
enhanced controllability, reliability and system-level
diagnostics. Released in 2025, FLXPro is the result
of this continuous, customer-driven evolution,
representing the next generation of industry-leading
configurable AC-DC power supplies.
FLXPro leverages Silicon Carbide (SiC) and Gallium
Nitride (GaN) wide-bandgap technologies to deliver
significantly higher power density in a smaller
footprint than its predecessor, enabling customers
to design more compact, efficient systems. Built
on a fully digital architecture, the modular four-slot
platform allows customers to configure output voltage
and power precisely to their needs while maintaining
high stability, reliability, and safety.
FLXPro is the first product from XP Power to
CASE STUDY
incorporate iPSU™ Intelligent Power technology, providing real-time monitoring, predictive diagnostics, shutdown
event analysis (Black Box Snapshot) and multi-level password protection to support uptime, faster fault resolution
and cybersecurity compliance. These capabilities are further enhanced by XPInsight, an intuitive, human-centred
user interface that simplifies system control and provides a trusted window into the health and performance of the
customer’s application, enabling faster, more informed decisions.
This combination of flexibility, control and diagnostics makes FLXPro ideal for demanding applications including
surgical robotics, mass spectrometry, molecular analysis, LED laser projection, and semiconductor inspection and
metrology.
Industry-leading
features
01
Market-leading levels of output
power and power density in the
smallest package.
05
XPInsight UI simplifies
configuration accelerating
development timelines and
reducing engineering costs.
02
Unique, fully digital modular
architecture for precise control
and flexibility.
06
Black Box Snapshot and
tricolour-status LEDs for in-
depth diagnostics.
03
SiC/GaN design delivers up to
93% efficiency levels.
07
ES1 isolated digital
communications enhance
safety, reliability and system
protection.
04
Wide adjustable outputs enable
precise control and optimised
application performance.
08
Secure multi-level password
protection supports
cybersecurity compliance in
critical applications.
06
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
07
for the year ended 31 December 2025
growth
We focus on markets where power is critical and where
we can benefit from both macro growth trends and high
levels of innovation.
R&D spend
£117m
design staff
Our highly experienced teams provide fully customised
solutions to solve customers’ power problems with a
proven process for swiftly transitioning into volume
manufacturing.
as
% of Group revenue
Average length of
years
We work closely with our customers to deliver tailored
solutions and focus on providing high-quality
products
with excellent customer service.
relationships
operations
£49.3m
margin
Our attractive operating margins and relative low capital
investment requirements enable us to deliver strong,
free
cashflows.
financial framework
CDP climate
change
score
A
Emissions reductions
(versus 2024)
8%
We aim to lead the industry by reducing energy
consumption,
prioritising our people and enhancing
our
product design process,
with an aim to reach net zero
by 2040.
Leaders
in
sustainability
Typical revenue
annuity
7
years
Typical design-in
phase
2
years
Our strong customer relationships and the designed-in
nature
of our products provide access to significant
annuity
revenue.
Annuity revenue with deep
competitive “moat”
R&D
centres
8
Manufacturing
locations
6
Our supply chain operations with a global footprint
give
us flexible manufacturing capacity, the ability to
engineer
solutions hand-in-hand with our customers
and
accelerate the time-to-market.
Well-invested operations
with scalable capacity
New products
released this year
24
Product
families
c. 500
We have a market-leading portfolio of products, covering
a broad spectrum of applications and a wide range of
voltage and power requirements.
Broad and high-performing
product offering
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
We entered 2025 with confidence
in the Group’s long-term recovery as
market conditions improved, but with
uncertainty as to precisely when this
improvement would be seen.
The macroeconomic environment provided a challenging
backdrop for the broader manufacturing sector in 2025
with slow growth and macroeconomic uncertainty leading
to relatively weak demand conditions. The introduction
of additional US import tariffs in the first half of the year
created an additional complexity to navigate.
The situation was closely monitored and diligently managed
by the Group throughout the year, and we took mitigating
actions proactively to improve efficiency and underpin
performance. After a sluggish start, this led to a significant
increase in profitability as the year progressed, while
maintaining a sharp focus on the delivery of our long-term
strategy.
It was pleasing to see a significant increase in order intake
in the year, indicating a slow-down in the rate of customer
destocking and, for some customers, destocking appears to
have been fully completed.
With revenue underpinned by the increased order intake,
and second-half profitability improved by internal actions,
we have a sound foundation with which to enter 2026. The
same disciplined approach that has served us well in 2025
will be maintained as the market recovers.
Throughout the market downturn, we have been careful to
continue the investment in, and delivery of, our long-term
strategy. We made significant progress with our key strategic
initiatives this year, as set out in more detail below. We also
took the decision to focus our resources on the low voltage
and high voltage markets by exiting the less attractive RF
market. We rationalised and added resilience to our supply
chain by completing the construction of our new facility in
Malaysia and closing our manufacturing facility in China.
These decisions position us well to continue to deliver for
our customers, employees and shareholders.
Delivering
our
strategy
While, demand conditions remain subdued, we have
continued, if not accelerated, the delivery of our strategy.
We have further invested in our product development
pipeline, which is fuller now than it has been for many years.
During the year, we have released 24 new products which
at maturity are expected to generate annual revenue of
c. £30m.
We have delivered healthy growth in new business wins
in the year, many being value-adding bespoke technology
solutions, which are central to our strategy. Our Top 30
customers, identified for their long-term growth potential,
grew faster than the overall business as we grow our wallet
share with these important accounts. Our progress was aided
by continued improvement in customer service, recognised in
our latest customer opinion survey.
We continued to focus on improvements in our supply
chain, which are set out in more detail in the Chief Executive
Officer’s Review. These improvements allowed the Group
to deliver a 170bps year-on-year improvement in Adjusted
Gross Margin during a period of reduced manufacturing
output and, therefore, reduced utilisation of manufacturing
overhead, which was pleasing to see.
Our diverse, talented and experienced workforce continues
to deliver at a high level. The latest workforce survey showed
they are more engaged and satisfied by their employment
with XP, which is very pleasing to see. We continue to be a
leader in our industry for sustainability, reflected in improved
rating agency scores in 2025, and we are committed to
ensuring that continued improvements in this area do not
lose momentum.
Supply
chain
restructuring
We are pleased to report that construction of our
new production facility in Malaysia is now complete.
Commissioning will commence shortly and is expected to
be completed later in 2026, with a gradual introduction
of manufacturing output planned. The progress with the
Malaysia site allowed the Board to take the decision to close
our manufacturing facility in China in December 2025. The
new facility in Malaysia offers greater flexibility, particularly
in terms of serving US customers, which form our largest
geographical market by revenue.
Exit from RF market
In late 2025, the Board took the decision to exit the
RF market. The RF Division has historically delivered gross
margins and overall returns materially lower than the Group
average. Furthermore, as previously announced, US export
controls introduced in late 2024 prevent us from selling
RF products to key customers in China after 2025, limiting
future prospects.
This decision will allow the Group to maximise investment
and returns from other parts of the product portfolio, which
have a far stronger market position and greater long-term
growth prospects. The exit will be achieved gradually over
the next approximately three years in order to provide our
customers with a smooth transition.
Governance
I am satisfied that the Board continues to provide
appropriate oversight, challenge and direction in supporting
the Group in its development and performance.
As announced in October, Amina Hamidi stepped down
from her role as Non-Executive Director after a promotion
with her current employer. In December, we announced the
appointment of Charlotta Ginman as Non-Executive Director
and Senior Independent Director designate. Charlotta brings
extensive experience and senior leadership to our Board.
Polly Williams retired from the Board in February 2026 after
over nine years of service with the Group and Charlotta has
now assumed the role of Senior Independent Director. I
would like to reiterate my thanks to Polly and Amina for their
significant contributions to the Board.
I was delighted to meet many of our shareholders at XP’s
first Investor Seminar held in November. This event provided
an opportunity for the Company to set out its investment
case to both current and prospective investors and was well
received.
Looking to the future
We have navigated sluggish market conditions with discipline
and increasing confidence. Our strategy remains unchanged
and was well executed in the year. The Board believes that
the business is now very well positioned and appropriately
structured to make healthy progress as end-markets fully
recover and return to normal levels of growth.
JAMIE
PIKE
CHAIR
2 March 2026
08
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
09
for the year ended 31 December 2025
OVERVIEW
STRATEGIC REPORT
CHAIR’S STATEMENT
and
well-positioned for
growth.
PIKE
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Strategic
Report
10
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
11
for the year ended 31 December 2025
CONTENTS
OUR MARKETS
12
OUR BUSINESS MODEL 16
CHIEF EXECUTIVE OFFICER’S REVIEW 18
OUR STRATEGY
24
CHIEF FINANCIAL OFFICER’S REVIEW 28
RISK MANAGEMENT FRAMEWORK
34
MANAGING OUR RISKS
35
VIABILITY STATEMENT 42
HOW WE ENGAGE WITH OUR STAKEHOLDERS
43
OUR SUSTAINABILITY STRATEGY 44
SUSTAINABILITY REPORT 46
SUSTAINABLE PRODUCTS 48
ENVIRONMENTAL LEADERSHIP
53
TCFD REPORT
56
PEOPLE AND WORKPLACE
66
ETHICS AND COMPLIANCE
72
KEY NON-FINANCIAL PERFORMANCE INDICATORS
74
12
13
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OUR MARKETS
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Overview
We serve a broad spectrum of power needs for our
customers, from the low voltage market – where power is
used to operate electronic systems which then perform a
process (e.g. robotics) through to the high-voltage market
– where power is used directly in the process (e.g. particle
acceleration or ionisation).
We have attractive positions in our key markets, which
are typically fragmented with clear long-term demand
drivers and, therefore, offer us significant opportunities for
revenue growth.
Our position
Our broad and up-to-date product portfolio, combined
with our engineering services capability to integrate
modified products within a power system solution,
means our products form a key indispensable element
Our marketplace
Our markets are highly fragmented and supported by
long-term demand drivers. They provide opportunities for
us to grow through both market expansion and market
share gain.
•
Our customers can be grouped into three end-markets:
Industrial Technology, Healthcare and Semiconductor
Manufacturing Equipment.
•
Products can principally be split into Low Voltage (LV)
and High Voltage (HV).
•
Total market is valued at ~$4.4bn, of which XP Power
has ~6% market share.
Total
market
value
US$bn
of the customer’s application. This means we are ideally
positioned to support our customers and solve their power
problems.
2.8
Industrial
Technology
1.1
Semiconductor
Manufacturing
0.5
Healthcare
Macro
growth
drivers
In addition to sector-specific growth drivers, we see many opportunities to expand our addressable market and
customer base, which apply to all end customer markets.
Customer
penetration
Our blue-chip customer base offers
significant opportunities to secure further
programmes from engineering teams
worldwide. Having worked closely with
leading companies in our markets, we are
a trusted partner and can now capitalise
on these relationships to capture a larger
share of their spend. By expanding our
product range and delivering innovative,
high-quality, tailored solutions, we aim to
deepen partnerships, strengthen loyalty
and unlock additional growth across
global markets.
Climate
change
Climate change and greenhouse gas
emissions are a growing issue as emerging
countries develop and urbanise. We lead
the development of ultra-efficient products
that consume and waste less energy, suited
to healthcare and industrial applications.
By aligning product development with
environmental priorities, we help mitigate
climate change and position ourselves
as a partner for businesses focused on
achieving their own sustainability goals.
Energy efficiency and reliability
Rising customer expectations and tighter
legislation on energy use drive demand
for more efficient power converters.
For critical applications, this goes
hand in hand with reliability, as greater
energy efficiency typically improves
the reliability extending the life of
key components. This combination of
efficiency, reliability and longevity makes
our solutions attractive across industries
from healthcare to industrial automation,
where performance and dependability
are vital.
Legislation
Our industry is increasingly shaped by
global legislation focused on environmental
impact, safety and, in particular, energy
efficiency. Legislation requires products
throughout the supply chain to be
certified by regulatory bodies, both for
our customers and for us. This creates a
barrier to entry for new competition within
the power supply industry and is also a
driver of revenue annuity, since regulatory
approval often specifies the power supply
solution that must form part of our
customers’ product design.
Capital
equipment
Our products often power capital equipment
and are influenced by the cyclical nature of
these markets. However, we have established
a firm foothold in exciting emerging industrial
technologies such as 3D printing, analytical
instruments, smart grids and robotics, which
are advancing rapidly and being widely
adopted. We believe the medium- and
long-t
erm outlook for capital equipment is
positive, particularly in emerging markets
where rising labour costs drive automation,
creating strong demand for innovative and
efficient solutions that our products are well
placed to support.
Innovation
Our customers must launch innovative
products that enhance productivity and
functionality, while reducing environmental
impact to stay competitive and meet
sustainability expectations. Their drive to
differentiate often results in more demanding
power requirements for greater power
density, fine precision, very high reliability
and tailored solutions. By aligning our
capabilities with these changing needs, we
position ourselves as a critical partner in
enabling customer innovation and long-term
success.
Market
dynamics
Power
supply
manufacturers
OEMs
–
Our customers
Our customers’ customer
Analytical
instruments
Limited
number of
manufacturers
•
Both customised and off-the-shelf
products plus design support
•
Small number of OEMs
•
Average instrument cost > $0.5m
•
Limited choice of equipment
suppliers
•
Diverse products including
pharmaceutical, food and beverage
and airport security
Specialist
manufacturing
equipment
Limited
number of
manufacturers
•
Specialised products to enable process
•
Limited choice of equipment
suppliers
•
Wide variety of factories and
production sites globally
General
equipment
Large number of
manufacturers
with standard
products
•
Standard and some non-standard
products
•
Wide choice of products from
regional and global manufacturers
•
Wide variety of professional
equipment users ranging from AV
equipment to food production
1
Average best year value is the average expected revenue per
project in peak year of project lifecycle
trends
Customers’ applications are becoming more complicated and increasingly connected. Our products are evolving
similarly, incorporating more and more technology over time.
Technology innovation is focused on increasing voltage and power, shrinking power density, greater rapid
configurability, greater precision and improved connectivity.
Market growth is also supported by sustained long-term trends, such as production automation and digital
transformation and analytical instrumentation within precision manufacturing applications.
Our response
We will target fast-growing niches within the market, including robotics, test and measurement, 3D printing and additive
manufacturing, smart grid and analytical instruments. By focusing on these higher growth sectors, we can capitalise on
emerging trends and offer innovative products that meet these industries’ unique needs.
Need for solutions
applications
Analytical Instrumentation
$2.8bn
size
Market
share
4%
•
Process control and automation
Annual
market
growth
5 - 7%
•
Test and measurement
2025
revenue
£87.3m
•
Robotics
%
of
revenue
38%
14
15
XP
Power Annual
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for the year ended 31 December 2025
XP
Power Annual
Report
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for the year ended 31 December 2025
OUR MARKETS
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Market
dynamics
Market
dynamics
Power
supply
manufacturers
OEMs
–
Our customers
Our customers’ customer
Power
supply
manufacturers
OEMs
–
Our customers
Our customers’ customer
1
Average best year value is the average expected revenue per
project in peak year of project lifecycle
The market has an attractive long-term growth outlook.
Demand for processing power for AI and big data is expected to fuel at least a $1tn market by 2030.
The industry is adding more semiconductor fabrication facilities globally, with many nations seeking to establish their
own manufacturing supply chains.
The accelerated proliferation of electronic devices in our lives (including AI, big data, smart technology, AR/VR, and
autonomous and electric vehicles), which run on semiconductors, drives high demand and investment.
Our response
We offer the broadest technology-leading range of standard products, which can easily be redesigned or modified to
power a customer’s specific applications. We will continue to leverage our unique position as one of few companies
globally offering a full range of power and voltage products for semiconductor manufacturing. Our ability to integrate
these products into comprehensive power solutions at pace provides significant value to our
customers. Manufacturing
equipment is becoming increasingly sophisticated with more demanding power needs. We act as an extension of our
customer’s product development team, delivering customised solutions quickly to accelerate their time-to-market,
which
is often critical to success in the industry.
Ion implantation
Deposition
and etch
Lithography
Inspection
and measurement
Wafer cleaning
$1.1bn
8%
7
- 10%
£85.6m
37%
overview
Market size
2025 revenue
% of revenue
1
Average best year value is the average expected revenue per
project in peak year of project lifecycle
Growth is driven by megatrends of an ageing global population, rising global medical standards, and the increasing
need for medical technology to improve the efficacy and efficiency of medical interventions.
Innovation and advancement in diagnostic technology and treatments drive demand for more sophisticated devices.
Customers require complex power solutions with high safety standards to meet strict regulatory requirements.
Customers prioritise quality, reliability and support.
The sector demands more robust and scalable healthcare infrastructure to accelerate investment.
Our
response
Our broadest, most up
-to-date range of medically approved power supplies, combined with a high level of customer
service, makes our
value proposition appealing to healthcare providers. By focusing on delivering reliable, high-quality
solutions
that meet the stringent requirements of the healthcare industry, we aim to strengthen our position and expand
our presence in this vital and growing market.
Robotic surgery
Pulse
field ablation
Minimally
invasive surgery
Imaging
and diagnostics
Home healthcare
$0.5bn
15%
5
- 7%
£57.2m
25%
overview
Market size
2025 revenue
% of revenue
Small number of approved
manufacturers
Customised solutions to support process
innovation
A
limited number of OEMs
Tools cost >$1m
Semiconductor manufacturers and OEMs
work together to drive innovation
Limited
number of semiconductor
manufacturing business globally
Large number of
manufacturers
with
standardised
products.
Medical technology
products
often
require
unique, modified and
complex solutions.
Standard and modified standard
products
A
large number of OEMs supply a
wide
array of equipment
Equipment costs $10k to $1m
A large number of hospitals and
healthcare providers globally
vision
To be the first-choice
power
solutions provider
delivering
the ultimate experience
for our customers and our
people.
resources
Research and development
enhances product
performance, creates
tailored solutions and
ensures quick responses to
emerging trends.
Speed
Integrity
Customer focus
Knowledge
Our purpose
We power
the world’s
critical systems
values
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
OUR BUSINESS MODEL
Our
key
strengths
through
the
product
life-cycle
A
technology
solutions
business
•
We take pride in
manufacturing our products
to the highest quality standards.
•
We have complete control over
quality, adherence to regulations and
delivery against customer requirements.
•
Our processes are streamlined and
continually improving, to
achieve strong on-time
delivery performance.
Manufacturing
04
Supply chain
management
•
We maintain quality and reliability
through our rigorous approval process of
prospective suppliers.
•
We provide flexibility through our
global multi-site and low-cost
manufacturing footprint.
•
We hold appropriate inventory of
both raw materials and semi-
finished goods to minimise
customer lead time.
•
We provide a broad range
of up-to-date and adaptable
product offerings across more
than 500 product families.
•
We ensure rigorous adherence to
regulatory standards and build in class-
leading energy efficiency to our designs.
•
We maintain stringent component
traceability.
Product
development
Solution
design
•
Our sales teams work with current and
potential customers worldwide to understand
their power needs.
•
We match our customers’ needs with
existing products or develop requirements
for a customised solution.
•
Our engineering teams on three
continents design and produce
samples of customised
products for customer
validation.
We are one of few suppliers that can deliver
fast-to-market solutions, which provides
customers with a competitive advantage.
Integrated
software
solutions
Customers are looking for power supplies that incorporate system
diagnostics and process matching. These digital capabilities require hardware
and software integration. This integration is critical for customers to diagnose
device shutdown events and is beyond the capabilities of conventional
power supplies. This trend, which began with North America customers
in the Semiconductor Manufacturing and Healthcare sectors, is quickly
expanding to other markets. We lead the way with our product portfolio and
provide digital capability integrated with quality hardware. A leading example
is FLXPro with the incorporated iPSU-Intelligent Power technology, which
provides shutdown event diagnostics (see page 07 for a deep dive).
Long-term
partnerships
Our customer-centric approach is a key strength as more customers
seek technical solutions from long-term partners who understand their
engineering and operational challenges. Our Advanced System Engineering
Group’s in-depth understanding of end user application and requirements,
combined with cross-functional global teams, accelerates time from initial
design to market.
Underpinned
by:
16
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Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
17
for the year ended 31 December 2025
Our commitment
to
quality
We commit to delivering exceptional experiences across
the entire product life-cycle, from the initial design and
development to post-sale support and service. By maintaining
a focus on quality at every stage, we ensure that our customers
consistently receive reliable, high-performance solutions that
meet their specific needs. This approach not only enhances
customer satisfaction but also fosters long-term relationships
and reinforces our reputation for excellence. We understand
that providing a seamless, high-quality experience is key to
driving customer loyalty and sustainable growth.
Our
customer
relationships
Our customers are at the heart of everything we do, so we
make sure we forge direct, lasting partnerships built on a deep
understanding of their needs, excellent service and in-depth
technical support.
We lead our industry through our up-to-date, high-efficiency
product offering, which our large and technically competent
sales engineering team delivers to our customers. Our highly
skilled power systems engineers, combined with the safety
and reliability benefits of world-class manufacturing, provide a
compelling value proposition to our customers.
Our people
Employee
engagement
score in 2025
1
1
Results exclude Vietnam
and China employees.
4.15
/
5
Our customers
New
product
families
released over a
five
-year period
87
Our
suppliers
CDP
supplier
engagement
assessment
A list
Our communities and the
environment
Reduction
in carbon
emissions
compared
to
2024
8%
Our
shareholders
Adjusted
operating
cash
conversion
225%
03
02
01
18
19
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
Self-help
measures
Cost
reduction
actions:
We implemented targeted headcount reductions
and other cost-saving measures to achieve
significant annualised savings.
Working capital management:
We focused on releasing cash from working
capital, primarily through inventory reduction,
which helped lower borrowings and strengthen
the balance sheet.
Lean manufacturing and operational efficiency:
We implemented additional lean manufacturing
practices and drove input cost reductions through
effective procurement activities.
Balance
sheet
deleveraging:
Through these actions and raising additional
equity, we have improved our financial resilience
and reduced external borrowing levels during an
uncertain economic period.
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
I am pleased with the way the business
navigated a year of relatively slow
market conditions and macroeconomic
uncertainty, improving our financial
performance as the year progressed.
We took disciplined and proactive
actions to deliver a much stronger
second-half financial result, while also
strengthening the foundations for
longer-term success.
It was also encouraging to see order intake strengthen as the
rate of customer destocking slowed, underpinning future
revenue.
We continued to focus on innovation, with development
of new products and technology solutions, and to invest
in resilient, scalable infrastructure to deliver world-class,
efficient customer service across our global supply chain.
With improved operations and enhanced strategic
positioning, we are well placed to make healthy progress as
markets recover.
Review of our year
Order intake totalled £225.9m (2024: £181.6m), up 28%
in constant currency. As we entered the year, we saw a
significant step-up in order intake that indicated customers
intended to slow their rate of destocking as the year
progressed. The strongest growth came from distribution
customers, where orders increased 69% year-on-year as their
inventory holding of our products normalised, a positive sign
that this extended period of destocking is coming to an end.
Group revenue was £230.1m (2024: £247.3m), down 4%
in constant currency. All of the revenue decline in constant
currency arose in the first half of the year, as destocking
by both Industrial Technology and Healthcare customers
reached a peak. Destocking eased as the year progressed,
resulting in a 7% uplift in second-half revenue compared with
the first half.
The Healthcare sector delivered our strongest revenue
performance in 2025, growing 2% in constant currency. This
reflected slower destocking by our customers as the year
progressed, alongside healthy demand for some key medical
technology projects in the US. Revenue from the Industrial
Technology sector reduced by 5% in constant currency,
reflecting ongoing destocking amongst OEM customers
but growth from distribution customers, particularly in the
second half. Semiconductor Manufacturing Equipment
revenue was 7% lower in constant currency, against a 2024
comparative that benefited unusually from backlog clearance
within our High Voltage High Power (“HVHP”) business. The
tough comparative for HVHP sales masked strong growth
elsewhere in this sector which is encouraging for the Group’s
long-term growth prospects.
By region, North America revenue was up by 1% in constant
currency as the increased US tariff costs were successfully
passed through to customers without any material impact
on demand. Europe and Asia declined by 11% and 13%
respectively as a result of weaker end-customer demand
conditions.
In response to a slow start to the year and the prospect of
a slower overall pace of market recovery, we acted early
to improve profitability in the second half of the year. The
efficiency actions taken focused on reducing overheads
within our supply chain, particularly as production volumes
slowed or shifted within our production network. Together
with purchase price savings negotiated on certain direct
material costs, our Adjusted Gross Margin improved from
41.0% in 2024 to 41.4% in the first half of 2025 and 43.9%
in the second half of the year.
Cash generation remained strong at £38.9m, representing
Adjusted Operating Cash Conversion of 225% in the year.
Inventory reduced by 20% to £57.0m while at the same time
improving customer service and reducing delivery lead times.
A new inventory holding strategy was implemented at year
end, which is expected to further improve customer service
levels from 2026 onwards.
New business wins grew by 12% and growth was strongest
within our Technology Solutions offering, which is
strategically important to our long-term success.
After a strategic review, we decided to exit the market for
RF products. We held a minor c. 1% market share and this
gave us fewer opportunities for differentiation than our other
product categories. The lack of a clear strategic advantage
resulted in the RF business generating margins and returns
materially lower than the Group average in recent years. This
decision allows us to focus our resources on our Low Voltage
and High Voltage Divisions, which enjoy superior strategic
positioning, higher gross margins and significant growth
potential.
We will wind down the RF business over approximately
three years in order to continue to support our customers
through a supply chain transition. In 2025, the RF business
generated revenue of £24.3m and was close to break even,
including unusually buoyant sales to China Semiconductor
customers prior to expiry of export licenses, which will not
repeat beyond 2025. We anticipate that annual revenue in
RF products will be similar to 2025 during the wind down
period.
Construction of our new manufacturing facility in Malaysia
is complete, with production set to commence later in 2026
following a period of commissioning. This has allowed us
to close our manufacturing facility in China, consolidating
our supply chain footprint into Vietnam and Malaysia. Both
facilities will enable the Group to serve global customers
efficiently. Production in Malaysia will be increased at a pace
required by demand.
Global trading rules continue to evolve and become more
complex, particularly regarding product exports. We
take our responsibilities in this area very seriously and
continually invest in our export control processes. In 2025,
we implemented new software that automatically screens
sales prospects for compliance with export rules throughout
the sales life cycle. We tightened even further our terms
and conditions of sale to ensure our customers understand
our rules governing the use and re-sale of our products. We
continue to train our global sales team on new rules as they
were implemented.
Our appeal in respect of the Comet legal action was heard on
19 September 2025 in the US Court of Appeals for the Ninth
Circuit. We await the judgement from the panel of appellate
judges.
CHIEF EXECUTIVE OFFICER’S REVIEW
for a bright future.”
GRIGGS
CHIEF EXECUTIVE OFFICER
20
21
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
CHIEF EXECUTIVE OFFICER’S REVIEW
CONTINUED
Revenue
by
market
sector
The breakdown of our revenue by sector was as follows:
Revenue
2025
£m
2024
£m
% change
in constant
currency
Revenue
by
region
The breakdown of our revenue by region was as follows:
Revenue
2025
£m
2024
£m
% change
in constant
currency
North
America
Europe
Asia
142.0
65.9
22.2
144.2
1%
76.9
(11)%
26.2
(13)%
Total
230.1
247.3
(4)%
Semiconductor
Manufacturing
Equipment
We provide precision solutions, which are often tailored
to specific end-customer requirements, to customers at
the heart of the semiconductor fabrication process. The
demand for semiconductor fabrication equipment continues
to be driven by the rapid expansion of High Performance
Computing to support Artificial Intelligence demand.
Revenue for 2025 was £85.6m, which was 7% lower than
2024 in constant currency. HVHP revenue within this sector
reduced by £14.2m against a challenging comparative in
2024 which was boosted by a one-off clearance in order
backlog. Revenue from all other product categories grew by
£5.0m, or 8%, representing a good recovery in demand for
those product lines, particularly from customers in North
America.
Order intake for 2025 was £84.3m, 10% higher than 2024
in constant currency. The rate of order intake increased by
18% sequentially from the first half year to the second and
we are well positioned to benefit as the Wafer Fabrication
Equipment market enters its next upcycle.
Our book-to-bill ratio improved to 0.98x (2024: 0.83x).
The ratio for 2025 was reduced by final shipments to
semiconductor manufacturing equipment customers in
China prior to the expiry of US export licences, with orders
for these shipments received in prior years. Absent these
shipments, sector book-to-bill was 1.05x, which is supportive
of future growth.
Industrial
Technology
We deliver power conversion products which meet a broad
range of customer demands across a diverse range of
industrial applications, with a focus on precision projects
where we can shorten the time to market for our customers.
We offer a variety of standardised, customisable and bespoke
products to ensure that we can provide the right solution for
our customers in a diverse market.
Revenue for 2025 was £87.3m, 5% lower than the prior year
in constant currency. Sales to distributors grew as stock of
our products at high service level distributors reached normal
levels. Sales to OEM customers declined as they continued
to destock, albeit a Book to Bill of 1.0x indicates that the
pace of destocking is slowing. We returned to revenue
growth in the second half of the year.
Order intake for 2025 was £90.5m, 39% higher than the
pr
ior year in constant currency. Orders from high service
level distribution customers, who represent around a
quarter of this sector, grew by 78%. Orders from our “design
in” distribution partner in Europe, Avnet, also increased
materially with Avnet’s sales pipeline continuing to build after
the start of our relationship in 2023. Orders from Industrial
OEM customers grew by 22%.
Our book-to-bill ratio was 1.03x (2024: 0.71x).
Healthcare
We work with major healthcare technology businesses in
delivering tailored, compliant solutions in this fast-moving
sector. Global megatrends of an ageing global population and
advancements in healthcare technology underpin a long-
term growth opportunity.
Revenue for 2025 was £57.2m, which was 2% higher than
2024 in constant currency. We saw healthy demand from
US medical technology customers to whom we provide
technology solutions in key areas such as Pulsed Field
Ablation and Robotic Surgery tools.
Order intake for 2025 was £51.1m, 48% higher than the
prior year in constant currency
Our book-to-bill ratio was 0.90x (2024: 0.61x), slightly lower
than the other two sectors due to the timing of orders and
shipments for larger US projects.
Our revenue in 2025 was reduced by the weaker US dollar,
being the currency in which the majority of our revenues
is transacted. The revenue decline in the year in constant
currency was less than on a reported basis.
Sales to North America totalled £142.0m, up 1% in constant
currency against a tough comparative that benefited from
HVHP backlog clearance of £14.2m in 2024, as explained
above. Underlying growth absent this backlog impact was
therefore strong, driven largely by improved demand from
US distributors, business wins with US medical technology
customers and growing demand for our Technology Solutions
offering, particularly from US Semiconductor Manufacturing
Equipment customers.
Sales to Europe totalled £65.9m, down 11% in constant
currency, as demand reflected continued destocking.
However, the region delivered sequential quarterly growth
throughout the year. This included progressively normalising
sales to distributors and a growing pipeline with Avnet, our
‘design-in’ distributor.
Sales to Asia totalled £22.2m, down 13% in constant
currency due to destocking and regional macroeconomic
uncertainty as global trade rules evolved. The region
benefited from the final purchase of RF products by China
Semiconductor Manufacturing Equipment customers prior to
the expiry of export licenses that prevent shipments beyond
2025. These shipments totalled £6.2m in 2025. Demand
elsewhere in Asia was impacted by the knock-on impact of
macroeconomic headwinds in China, the Region’s dominant
economy.
Delivery
of
our
strategy
in
the
year
Our vision is to be the first-choice power solutions provider
and deliver a compelling experience for our customers and
our people. We have made good progress in delivering
against our strategic priorities during the year.
Products
During 2025 we launched 24 new innovative products
spanning conduction-cooled, external, high power, high
voltage, DC-DC converters and fully programmable units.
Our product offering showcases innovation, with several
products featuring fully digital architecture, giving customers
complete programmability and control.
We focus our own internal engineering resources on
the development of more technologically complex base
products with significant long-term growth potential. This
typically means high-voltage and/or high-power devices.
These solutions are addressing many complex and novel
applications, including ion implantation, mass spectrometry
and pulsed electric field technology. The breadth of our
existing product range is very competitive and our pipeline
for future product development remains strong. This includes
new product families and additions to existing product
ranges like the CCR series and FLXPro.
Our Technology Solutions Group, primarily operating out of
our new Silicon Valley Customer Innovation Centre, delivered
28 (2024: 19) new customised products to customers during
the year. We worked closely with our customers to customise
our base products to provide innovative, bespoke solutions
to meet our customers’ most complex needs. Approximately
a third of our revenue is derived from Technology Solutions
Group activities.
Customers
Improvements to our supply chain capabilities drove faster
and more consistent product delivery to our customers in
the year. We worked closely with US customers to navigate
additional US tariffs, including shifting production from
China to Vietnam, where the tariffs were lower, and shipping
directly to their manufacturing plants outside of the US in
order to reduce tariff costs.
We had open dialogue with our principal RF customers
in determining the best approach to our exit from the RF
market, resulting in significant final delivery requirement
being secured.
Semiconductor
Manufacturing Equipment
Industrial
Technology
Healthcare
85.6
87.3
57.2
94.8
(7)%
94.8
(5)%
57.7
2%
Total
230.1
247.3
(4)%
22
23
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
CHIEF EXECUTIVE OFFICER’S REVIEW
CONTINUED
New business wins increased 12% on 2024. Sampling activity
i.e. projects not yet won where we have provided one or
more units of a product to allow the customer to complete
internal evaluation, also increased by 21%. Historically, we
have a healthy success rate in converting projects which
reach sampling stage into new business wins.
We saw much increased interest from customers in new
Technology Solutions projects, particularly in the US,
demonstrating the strength of these key relationships and
increasing investment in product development amongst our
customers.
The Net Promoter Score (NPS) in our most recent survey
rose significantly to 25, up from 8 in the prior year. This
reflects stronger customer sentiment and engagement, with
all three regions recording increases of at least 15 points
year-on-year.
Supply
Chain
We continued to strengthen our supply chain capabilities and
efficiency during the year. Inventory reduced by a further
£10.9m during the year as we reduced both the value of
finished goods and raw materials. Additional buffer inventory
built up in previous years to mitigate global supply chain
disruption has now been removed. The remaining reduction
in the year of £3.3m was due to the impairment of inventory
following the decision to exit the RF market (£3.0m) and a
small write-off of components that cannot be transferred
from the China factory to Vietnam (£0.3m).
We developed a new approach to inventory management,
with improved data-led methodologies employed to
drive better customer service. This will require a modest
investment in additional raw material inventory for high
running products in early 2026 to deliver a significant
reduction in lead times for our customers, as well as cost
efficiencies.
We continued to improve our sourcing capabilities in Asia,
resulting in c. £1m of annualised component cost savings
secured during the year. Through identifying alternative
suppliers and negotiations with existing key suppliers,
we have made good progress in making our sourcing
arrangements more flexible, agile and resilient to unexpected
shortages of individual components.
Underlying manufacturing efficiency improved further
through rationalisation of production overheads and
adopting Lean techniques. The impact of these efforts on
gross margin was somewhat masked by reduced utilisation of
factory fixed costs as a consequence of revenue reduction,
but we are confident that the steps we are taking now will
support the Group’s return to target margins in normal
demand conditions.
The construction of the new Malaysia manufacturing facility
is complete, with £20.3m of capex incurred to date (of which
£7.0m remains to be paid in early 2026). Commissioning
of the facility is underway and will be completed during
2026. The progress on the Malaysia facility allowed closure
of our Kunshan manufacturing plant in China to streamline
our manufacturing footprint and to ensure our operational
capacity is aligned to current trade restrictions.
People
I have had the pleasure of visiting many of our teams around
the world during 2025 and I hold regular open discussions
with our senior leadership team to facilitate effective
two-way communication. Our colleagues have consistently
demonstrated our values in responding to the challenging
environment we face and morale remains high. Despite the
difficult external circumstances, our most recent Gallup
employee survey showed improved engagement scores.
We have also seen improved retention at our Vietnam
plant, where a large proportion of our colleagues are
based, following the introduction of new compensation
arrangements and skills development.
During the year we made targeted headcount reductions to
ensure that our resources were appropriately deployed in
response to lower manufacturing output. The closure of our
manufacturing plant in China directly impacted a number
of colleagues. The decision to exit the RF market has not
had a significant impact on headcount in our Gloucester,
Massachusetts plant in the US because we will continue to
serve existing customers in this market for approximately
three years. We have supported the individuals affected
by these changes through senior leadership engagement,
transparent communications and appropriate outplacement
services.
We have provided additional training and support for
managers on people development, delivered an active
engagement programme run by our People & Organisation
team and strengthened our anti-fraud controls in response
to the introduction of ECCTA legislation in the UK, with
targeted training rolled out. We continued our focus on
health and safety and saw tangible benefits from our ‘Safety
Begins with Me’ programme implemented in 2024 with a
64% reduction in our Total Recordable Incident Rate (TRIR)
and 79% in our Lost Time Injury Rate (LTIR) year-on-year.
The achievement on TRIR is particularly notable as it was
delivered during a period of re-emphasis on complete and
accurate reporting, which often leads to an initial increase in
reported incidents.
Sustainability
We continue to prioritise sustainability as a critical enabler
of our strategy. We are leading the way in developing
ever more energy efficient power conversion solutions to
meet the current and future needs of our customers. As
an example, our exciting new FLXPro range launched this
year is more power efficient and uses more environmentally
friendly packaging than previous generation models. Full
digital control allows end users to monitor and optimise
energy usage.
We have made further progress in dual sourcing for
components to mitigate the risk of climate impacts on our
supply chain. Our own manufacturing sites (including our
new site in Malaysia where a physical climate risk assessment
has just been completed) are not exposed to significant
direct impact from climate risks, although we remain
vigilant with appropriate disaster recovery plans in place. All
electricity consumption across the Group is from renewable
sources or is covered by the purchase of Energy Attribution
Certificates.
Our latest external rating agency scores reflect the progress
we continue to make in this area. Our Sustainalytics score
for ESG Risk management improved by 11.7 points with an
overall grading of ‘strong management’. In recognition of the
strength of our climate transparency and action, we improved
from a B to an A in our CDP Climate Change 2025 disclosure,
achieving the highest rating for climate performance,
placing us in the top 4% of c.20,000 assessed companies.
This recognition underscores XP Power’s leadership in
environmental sustainability, our strong commitment
to transparent disclosure for stakeholders and ability to
support our customers in their own climate journeys. There
is still work to be done to deliver our Science Based Target
Initiative approved net-zero plan, but we remained focused
on ensuring that sustainability is embedded into everything
that we do.
Financial
position
and
funding
Following the share placing in March, we continued to reduce
borrowings through strong operating cash conversion. As a
result, we ended the year with net debt reduced to £41.5m
(2024: £93.5m). Adjusted Operating Cash Flows for the
year were £38.9m and in addition we received a one-off
customer prepayment of £16.4m, primarily for planned 2026
deliveries. Year-end leverage (Net Debt: Adjusted EBITDA)
was 1.2x (31 December 2024: 2.3x).
We have made excellent progress in strengthening our
balance sheet which provides a stable foundation as we
prepare for market recovery. We are confident of achieving
a consistent leverage of less than 1x as market conditions
return to normal.
Outlook
The proactive actions taken in the year have improved our
financial performance baseline for 2026. While previously
announced US export restrictions will reduce sales to China,
we expect improved market demand to drive an improved
financial performance as 2026 progresses.
Strategic
Report
The Strategic Report, comprising the information on
pages 10-80, was approved by the Board of Directors on
2 March 2026 and signed on its behalf by:
GAVIN
GRIGGS
CHIEF EXECUTIVE OFFICER
2 March 2026
for the year ended 31 December 2025
for the year ended 31 December 2025
OUR STRATEGY
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Our vision: To be the first-choice power solutions provider
delivering the ultimate experience for our customers and
our people.
We have maintained a consistent strategy over recent
years, which we are confident delivers for our customers,
employees and shareholders.
We attract customers by offering market-leading technology
solutions. We provide broad, diverse and high-performing
solutions to meet the varied requirements of the markets we
serve.
We are proud of the high level of service and support we
provide for customers, particularly during the design-in stage,
as this enables us to develop deep and enduring customer
relationships. Our customers expect excellent quality and
reliability to power their mission-critical equipment to meet
the demands of their end markets. We still have a relatively
small share of the available business with some of our
existing customers. We are working with them to identify
more revenue-growing opportunities.
To deliver this growth, we must continually improve the
service we provide to our customers, reduce our costs and
minimise our environmental impact. Critical enhancements
to our supply chain systems and processes will enable these
improvements.
24
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Power Annual
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25
Broaden
portfolio
Target key Drive
accounts where
penetration
XP can add
value
wallet
Continually
enhance
our
chain
Focus on people Maintain
and talent
development environmental
responsibility
Sustainability is core to our strategy and is important to XP Power and all its stakeholders. Sustainability is not
just about doing the right thing; it is intrinsically linked to our ability to drive growth. We strive to minimise our
environmental impact and create mutual benefit across our value chain.
Strong corporate social responsibility is important to our customers, employees and the communities in which we
operate, including environmental performance, health and safety, treatment of our people and business ethics.
Our employees drive success through their knowledge, insight and customer focus. We strive to make XP Power a
workplace where our people can be at their best, ensuring a safe, diverse and inclusive environment that attracts
and
retains the best talent.
Products
Leadership
Ethics and
READ MORE ABOUT
OUR
SUSTAINABILITY ON
PAGES 46-81
Target
To release sufficient products to achieve at least 10% organic revenue growth
through the market cycle.
performance
We have continued to expand our product portfolio, releasing 24 products in
the year. We have provided tailored solutions for our customers with more
complex power requirements, including the new fully digital FLXPro range
07).
The release of new product platforms (solutions that are easy to modify and
can be reused over multiple sectors and applications). Expand our portfolio of
XP Carbon Rated Products (class-leading efficiency and low standby power).
component
We develop products that meet the highest level of safety requirements.
Legislation
Energy efficiency and reliability
Gross R&D spend: £25.0m (2024: £25.4m)
Revenue from new products (last three years): £5.9m (2024: £11.6m)
Proportion of revenue from modified products: 18% (2024: 19%)
Target
Organic revenue growth of more than 10% through the market cycle
performance
We continue to take pro-active action to target new customers using our
direct sales team and online marketing strategy, enhanced by our website
upgrade and new video content. Our network of distributors helps us to
access a broader range of customers.
We will continue to prioritise our resource with customers who fit our value
proposition. We de-emphasise customers who may have significant revenue
potential but for whom cost is more critical than quality and reliability, or
engineering support during the design phase
component
We continue to expand our range of Carbon Rated Product solutions, which
improves our energy-efficient offering to potential customers.
drivers
Customer penetration
Capital equipment
Proportion of revenue from new customers (last three years): 7.7%
(2024: 2%)
Proportion of project wins with new customers: 13.9% (6.4%)
Average project value: £0.1m (2024: £0.1m)
Our direct sales force is focused on working with
customers where we can leverage our capacity
to deliver complex solutions, while we utilise our
network of distributors to reach a broader range
of customers who have less complicated needs.
As an example, one of our local sales managers
has built a strong relationship with a large
metrology institute where we were recently able
to add value with a high-voltage power solution.
This customer needed to power a measuring
station for monitoring, detecting and quantifying
ionising radiation. The reliability of the power
solution was key in addressing the safety aspect
of this application.
The process of defining the problem, determining
the solution requirements and providing a solution
took around a year. During this time, our sales
and technical engineering teams were in regular
contact with the customer. We demonstrated our
ability to support the customer through technical
issues and demonstrated our ability to deliver the
required stability. We leveraged our track record
of quality to secure the contract to manufacture
and supply this bespoke solution.
Niche markets such as mass spectrometry,
semiconductor inspection and analytical
instrumentation continue to expand rapidly,
driven by demand for higher resolution, faster
throughput and improved measurement
accuracy. At the same time, equipment
manufacturers face rising challenges around
noise performance, system stability, space
constraints and digital control in increasingly
compact platforms.
The new HRF15 sets a high standard within XP
Power’s high-precision, high-voltage DC-DC
portfolio, reinforcing our market leadership
and supporting share expansion across core
analytical instrumentation markets.
This compact module delivers excellent load and
line regulation, low ripple and long-term stability
suited to critical noise-sensitive, load-dependent
applications. Exceptional programmability
enables easy integration across wide-ranging
loads. Its digital interface with intuitive UI,
advanced monitoring, data logging and multi-unit
synchronisation enhances reliability, accelerates
development timelines and supports scalable,
high-performance system architectures.
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Power Annual
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for the year ended 31 December 2025
OUR STRATEGY
CONTINUED
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Target
Organic revenue growth of more than 10% through the market cycle
performance
During recent years, we have transitioned to a model where lower complexity
accounts are served via distributors, while our sales and engineering teams
focus on deepening relationships with major customers who have higher
spending potential.
Enhance customer awareness of XP’s offering through digital marketing,
thought leadership and targeted meetings with key customers to build
creditability and trust and demonstrate our capabilities.
component
We work with our customers to understand their needs for power efficiency
and provide the required solutions.
drivers
Innovation
Capital equipment
Revenue growth (constant currency): (4%) (2024: (20%))
Revenue from the top 30 customers: £119m (2024: £114m)
Average project value: £0.1m (2024: £0.1m)
Target
To achieve a non-production employee turnover at <10% (metric excludes
production employees at our manufacturing sites where market forces mean
that high levels of employee turnover are the norm for our industry)
performance
We continue to evolve and improve the support and development
opportunities that we give to our colleagues across the globe. Our “Safety
Begins with Me” programme has already yielded significant reduction in lost
time injury rates, thereby keeping our colleagues safer.
Embed global systems and process to support our goals and strengthen
organisational capability to deliver effectively into the future.
component
We aim to improve the physical and mental health of our employees, provide
a safe place to work and create an environment where our people can be at
their best.
drivers
Innovation
Gender diversity: 51% male, 47% female, and 2% undisclosed (2024: 49%
male, 49% female, and 2% undisclosed)
Non-production employee turnover rate: 10.7% (2024: 12.2%)
Average training time (in days) per employee: 1.5 days (2024: 1.2 days)
Target
To reduce manufacturing costs, freight and logistics, and consistently improve
delivery performance
Building on prior initiatives, we continued transferring production from the
US to Vietnam to improve operational resilience and efficiency and completed
the construction of our new facility in Malaysia.
Adopt a new inventory holding strategy to improve customer service
through shortened lead times for high running products. Improve operational
efficiency from our facility in Vietnam and fully commission our new facility
in Malaysia.
component
We focus on minimising the impact that we, and our products, have on the
environment and adopt responsible sourcing practices that consider social
and environmental impacts.
drivers
Legislation
Average customer lead time: 3.2 months (2024: 3.2 months)
Average inventory days: 178 days (2024: 205 days)
Gross margin: 41.9% (2024: 39.2%)
Target
To ensure excellent health and safety performance, consistently reduce our
CO
2
intensity and ensure there are no Code of Conduct breaches
performance
Our Company is a full member of the Responsible Business Alliance (RBA),
and we follow the RBA Code of Conduct, which addresses important ethical
and environmental matters. Our near- and long-term targets for reducing our
carbon footprint are approved by the Science Based Target initiative (SBTi).
Our Sustainability Council monitors our progress towards our sustainability
targets, and we strive to achieve net zero by 2040.
We will continue to deliver on our Net Zero Plan.
component
We will lead our industry on environmental matters by minimising the impact
of our operations and our products on the environment and upholding the
highest standards of ethics and integrity.
drivers
Climate change
Energy efficiency and reliability
Absolute location-based Scope 1 and 2 emissions reduction: (5%)
(2024: 17%)
% of Group revenue from Carbon Rated Products: 37% (2024: 32%)
CDP climate score: A (2024: B)
An existing customer was experiencing a problem
with their current power unit where the cooling
fan was pulling dust into the unit, causing high
failure rates. The customer was investigating
bringing in a separate enclosure around the
power unit to solve this issue. Our Technology
Services Group presented an alternative option,
for a new-generation XP Power product which
could be supplied with a bespoke casing, rather
than using a separate enclosure.
The bespoke product not only improved reliability
over the previous product for the customer, due
to the lack of contamination in the power supply,
but the new product we provided to the customer
also delivered higher efficiency. By working
hand-in-hand with this customer, we were able to
provide a solution with no design compromises
as the new product was manufactured to their
exact specification. Easy integration freed up
development resources for the customer, only
one part was purchased instead of two and the
risk of failure was reduced.
The introduction of “Liberation Day” tariffs in
April 2025 introduced significant complexity
for managing imports into the US, our largest
single market by revenue. We took decisive
action to maintain compliance, protect supply
chain resilience and ensure continuity for our
customers.
Throughout the year, we worked closely with
customers to provide transparency around
product origin and tariff implications, reinforcing
trust and enabling informed decisions. We quickly
adapted and strengthened our compliance
processes to meet evolving regulations, and
partnered with leading freight and logistics
providers to access real-time tariff updates and
guidance. We shifted manufacturing output from
our China plant to our manufacturing facility in
Vietnam, where US import tariffs were lower.
Where our customers used manufacturing
sites outside of the US to integrate our power
converters into their final products, we supported
our customers through changing shipping routes
to avoid the additional administration and
negative cashflow consequences of import tariffs.
In 2025, we launched a tailored Leadership
Development programme in Germany. Building
on previous employee feedback, the programme
focused not only on traditional aspects of
leadership such delegation and organisational
management, but also on the interpersonal
core of leadership: trust, clear communication,
emotional intelligence and coaching skills.
The challenges of day-to-day operations,
cost pressures and varying leadership levels
highlighted that traditional, time-intensive
training would not be suitable for our local
leadership group. We delivered an approach
which combined neuroscience-based insights
with practical, bite-sized learning impulses.
Instead of lengthy seminars, leaders received
regular compact inputs – exercises, reflection
cards, videos and scientific articles – which could
easily be applied in daily work. We followed this
up with an in-person workshop to deepen key
concepts, practice skills and consolidate learning.
Our leaders in Germany now have skills to
provide vision, empowerment and effective
communication to their teams.
STRATEGY
IN
ACTION
Ion implantation is among the most
energy-intensive processes in semiconductor
manufacturing, often consuming hundreds
of kilowatts and operating continuously in
high-throughput environments. As semiconductor
manufacturing and research facilities prioritise
sustainability, thermal management and
system uptime have become critical design
considerations.
The WBQ series is our first fully digital high-
voltage AC-DC platform with a minimum
efficiency of 90%, significantly reducing energy
losses, and waste heat compared to earlier
models. Also, the WBQ series is built in an
industry-leading 3U form factor, compared to
typical 5U alternatives and is less than half the
size of prior designs, reducing material usage and
system footprint. Its fully digital control loop,
intuitive user interface and data logging enable
real-time monitoring, predictive maintenance and
fault analysis, improving uptime and extending
equipment life. Together, these innovations
lower energy consumption, reduce operating
costs and support more sustainable high-power
semiconductor manufacturing.
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XP
Power Annual
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for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Statutory
Results
Revenue in the year of £230.1m represents a reduction of
7% from 2024, reflecting the impact of continued customer
destocking, the clearance of higher order backlog in 2024
and headwinds from a weaker USD. Gross margin improved
to 41.9% due to improved efficiency. There was a minor
increase in operating expenses of £2.2m primarily due to
unfavourable foreign exchange movements in the first half
of the year, partially offset by cost saving actions. As a result,
operating profit was £0.7m. Loss for the year was £11.3m,
compared to £9.4m in 2024.
On an Adjusted basis the Group delivered operating profits
of £17.3m and a profit before tax of £9.5m, compared to a
profit before tax of £13.8m in 2024. The Chief Executive
Officer’s Review includes an explanation of revenue
performance and an analysis of order trends during the year.
Gross
Profit
The Group delivered a gross profit of £96.3m on revenue
of £230.1m for the year. This represents a gross margin of
41.9%, 270bps higher than 2024.
Adjusted Gross Margin of 42.7% was 170bps higher than
This strong underlying progress, and the resulting improved
margin baseline as we entered 2026, is encouraging and
should improve further as market recovery drives higher
factory utilisation.
We closely managed the increase to input costs arising
from new US tariffs by shifting delivery to customer
manufacturing sites outside of the US or fully passing
through the costs where necessary. Nearly all of the cost
increase is attributable to products made at our facility in
Vietnam.
Reported gross margin increased by slightly more than
Adjusted Gross Margin in the year due to the release in 2025
of one-off inventory provisions created in 2024 relating to
our decision to exit the China semiconductor market, which
proved to be partially surplus to requirements.
Operating
Expenses
Operating Expenses in 2025 totalled £95.6m, of which
£14.7m were Adjusting Items as explained more fully below.
Excluding the impact of these Adjusting Items, Adjusted
Operating Expenses for 2025 were £80.9m, a £4.7m (6%)
increase from 2024.
The increase was largely driven by the following non-
discretionary and accounting items totalling £3.6m:
•
Amortisation of capitalised product development costs
increased by £0.6m, as a number of significant products
were brought to market.
•
The capitalisation of product development costs reduced,
increasing by £1.0m the amount of development spend
Adjusting
Items
being charged to the income statement. Only project
work at the development stage can be considered for
capitalisation, but all of these activities are critical to
the success of the business, including testing of existing
products against new regulatory requirements.
•
We recorded an impairment of £1.2m relating to
capitalised product development costs for a customer
project which was cancelled due to US export control
restrictions (2024: £0.2m).
•
Foreign exchange movements increased operating
expenses by £0.6m. The weakening of the US dollar
resulted in a large foreign exchange cost headwind in the
first half of the year. This partly reversed in the second
half of the year, benefiting from actions taken to reduce
our foreign exchange exposure.
•
Share based payment expenses increased by £0.4m from
an unusually low base.
Other cost categories, consisting largely of discretionary
items, therefore increased by £1.1m, or 1%, with cost saving
actions helping to fund inflationary increases.
Operating
Profit
Adjusted Operating Profit for 2025 was £17.3m compared
to £25.1m in the prior year. The total reduction in Adjusted
Operating Profit arose from:
•
Revenue volume reduction of £7.0m
•
Increase in gross margin % of £3.9m
•
Increase in Adjusted Operating Expenses of £4.7m
Adjusted
Results
2024 and achieved despite the headwind of reduced factory
utilisation. Gross margin expanded as the year progressed,
Items which have been treated as Adjusting and are therefore excluded from underlying operating profit are shown below.
As in prior years, Adjusted and other alternative performance
measures are used in this announcement to describe the
with the first half of the year at 41.4% and the second half of
the year at 43.9%.
Income / (cost) impact by
Income Statement line
2025 2024
Group’s results. These are not recognised under International
Financial Reporting Standards (IFRS) or other generally
accepted accounting principles (GAAP).
Adjustments are items included within our statutory results
that are deemed by the Board to be unusual by virtue of
their size or incidence. Our Adjusted measures are calculated
by removing such Adjustments from our statutory results.
The Board believes Adjusted measures help the reader to
understand XP Power’s underlying results and are used
by the Board and management team to interpret Group
financial performance. Note 5 to the Consolidated Financial
Statements includes reconciliations of statutory metrics to
The improvement arose from three main sources:
£m
•
Reduction of supply chain overheads, in response to
production transfers to more cost-efficient plants and
reduced activity levels generally. These actions were
announced in our Interim Results and delivered as
planned in the second half of the year. They largely
impacted our facilities on the US East Coast and in China.
•
Negotiated savings on raw materials purchased for our
Asia manufacturing operations, totalling c. £1m for 2025.
•
Manufacturing efficiency improvements, including from
Lean manufacturing techniques in Asia.
Operating
profit
Net finance
expense
Profit
before
tax
Operating
profit
Net finance
expense
Profit
before
tax
their Adjusted equivalent and provides a breakdown of the
Adjustments made.
Restructuring costs incurred in the current year of £1.4m comprised of severance payments in respect of headcount
reductions which arose primarily in our manufacturing sites in the first half of 2025 reflecting the lower levels of production
output during the year.
CHIEF FINANCIAL OFFICER’S REVIEW
profitable
and cash
generating
in an
MATT
WEBB
CHIEF FINANCIAL OFFICER
Restructuring costs
(14)
–
(1.4)
(2.3)
–
(2.3)
Exit from China Semiconductor market
2.3
–
2.3
(6.7)
–
(6.7)
Supply chain transformation
–
–
–
(1.6)
–
(1.6)
Comet legal case
(2.6)
–
(2.6)
(7.6)
–
(7.6)
Amortisation of acquired intangibles
(2.6)
–
(2.6)
(3.1)
–
(3.1)
Bid defence costs
–
–
–
(0.2)
–
(0.2)
Costs relating to RF exit
(8.3)
(0.2)
(8.5)
–
–
–
Cost relating to China factory closure
(4.0)
–
(4.0)
–
–
–
Total
(16.6)
(0.2)
(16.8)
(21.5)
–
(21.5)
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for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
CHIEF FINANCIAL OFFICER’S REVIEW
CONTINUED
In late 2024, changes to US trade rules restricted the export
of our products to customers in China’s Semiconductor
Manufacturing Equipment sector which resulted in us
deciding to exit this market once existing export licences had
expired and led to a provision for all inventory which was
solely for use in the China semiconductor market. During
2025, we have fulfilled some additional final orders under
licence which had not been anticipated at the end of 2024.
As a result, we have reversed the provision as inventory was
consumed, with a net benefit of £2.3m.
In January 2025 the trial judge in the Comet case ruled that
plaintiff’s legal fees and pre-judgement interest were to be
paid by the Group and, as a result, the Group was required
to purchase an additional bond (£11.7m cash outflow) in
respect of this judgement, pending the hearing of our appeal.
In September 2025, our appeal was heard by the Ninth
District Court. Legal costs for our preparation for the appeal
totalled £0.7m. Over the year an additional £1.7m of interest
was accrued on the judgements to date while the case awaits
an appeal verdict, and we incurred bond management fees
of £0.2m. Interest of £1.6m was earned by the Group in
the year on cash deposited to collateralise the surety bond
pledged in this case.
Currency
Late in 2025 the Board took the decision to exit the RF
market, with an approximately three-year run-off period to
ensure that we support current customers as they transition
to new supply arrangements. As a result, we recognised
additional provisions against inventory which would not be
required to fulfil anticipated final orders with an expense of
£3.1m. We also impaired capitalised product development
where the recoverable value was assessed as nil as the
related designs would not be used in the run-off period with
a total expense of £4.3m (of which £0.2m was capitalised
finance costs). We also provided £1.0m for severance costs
of current employees, which will be paid out on their leaving
dates. Other related costs totalled £0.1m.
The closure of our manufacturing facility in China led to a
one-off severance cost of £3.4m which was fully settled
during the year. Much of the production fixed assets and
inventory will be transferred to our Vietnam or Malaysia
plant, with the remaining assets which were not suitable for
transfer resulting in £0.4m expense as they were written
down to nil. Other related costs incurred were £0.2m.
The total cash outflow for adjusting items in 2025 was
£6.0m, the majority of which was severance costs. During
2024 the total cash outflow was £3.6m.
Net
finance
expense
Adjusted Net Finance Expense was £7.8m (2024: £11.3m).
During the year, we substantially reduced our net debt from
£93.5m to £41.5m. This reduction in net debt, together with
a reduction in applicable interest rates in the second half of
the year resulted in a significant reduction in finance costs
related to external borrowings of £3.6m. During the year
we incurred additional costs in relation to renegotiating our
bank facilities, which led to an increase in financing costs
of £0.3m.
Taxation
Adjusted Tax Expense for the year was £3.3m, with an
Adjusted Effective Tax Rate for 2025 of 34.7%. This rate
was higher than 2024 largely due to the impact of foreign
exchange losses on intercompany balances which were not
tax deductible. We took action to settle these intercompany
balances during the second half of the year which will resolve
this tax inefficiency moving forwards. Our Adjusted Effective
Tax Rate is expected to reduce to circa 25% with the return
to normal market conditions, as the current low profitability
causes unrelieved tax losses in some parts of the Group.
Cash
flows
The reported tax expense of £4.0m includes an additional tax
liability of £0.8m for an historical under provision of tax in
respect of UK transfer pricing.
Profit after tax
The Group reported a loss after tax of £11.3m compared
to a loss of £9.4m in 2024. Adjusted Profit for the Year was
£6.2m compared to £10.4m in 2024. As a result of decisive
actions taken during the year, we have been able to protect
profitability despite the significant external headwinds
explained in the Chief Executive Officer’s Review.
The basic loss per s
hare was 42.0p compared with a basic
loss per share of 40.5p in 2024. Adjusted Diluted Earnings
Per Share of 22.5p was compared with 42.9p in 2024. The
decrease in Adjusted Diluted Earnings Per Share is primarily
due to the reduction in Adjusted Profit After Tax and an
increase in the number of shares in issue due to the share
placement in March 2025.
We report our results in sterling; however, most of our revenues and costs arise in other currencies. A large proportion of our
revenue and costs are denominated in US dollars, so our results are impacted by relative movements in the currencies that
the underlying transactions arise in compared to pounds sterling. The effect of foreign currency on the change in our Adjusted
Operating Profit is illustrated below:
Adjusted
£m 2025 2024
Adjusted
£m 2024
Currency
impact
Constant
Currency
1
2025
Revenue
247.3
(6.9)
(10.3)
230.1
Revenue growth %
(3)%
(4)%
(7)%
Cost of sales
(146.0)
4.8
9.3
(131.9)
Gross Profit
101.3
(2.1)
(1.0)
98.2
Gross margin %
41.0%
0.3%
1.4%
42.7%
Operating expenses
(76.2)
(0.6)
(4.1)
(80.9)
Operating profit
25.1
(2.7)
(5.1)
17.3
Operating margin %
10.1%
(0.8)%
(1.8)%
7.5%
1
The constant currency change is calculated with reference to the prior year amount at current year exchange rates.
Adjusted Operating Profit decreased by 20% in constant currency, with a 11% impact from currency movements. Currency
movements had an overall negative impact on revenue, gross profit and operating expenses, but a positive effect on cost of
sales year-over-year.
Operating
profit
Depreciation, amortisation & impairment
17.3
17.4
25.1
15.8
EBITDA
Change
in working capital
Other items
34.7
4.2
–
40.9
25.0
(0.3)
Operating
cash
flow
38.9
65.6
Net capital expenditure – Product development costs
(8.7)
(10.1)
Net capital expenditure – Other assets
(7.4)
(10.1)
Net capital expenditure – Government grant
1.5
–
Net interest paid
(8.1)
(12.1)
Tax paid
(3.2)
(6.6)
Other items
(1.9)
(1.5)
Free Cash
Flow
11.1
25.2
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
CHIEF FINANCIAL OFFICER’S REVIEW
CONTINUED
Adjusted Free Cash Flow remained relatively healthy at
£11.1m (2024: £25.2m). Adjusted Operating Cash Flow
totalled £38.9m, meaning we converted 225% of Adjusted
Operating Profit into cash through continued tight control
of working capital, particularly inventory. £8.7m was spent
on product development costs, £1.4m less than last year
as a smaller proportion of our ongoing investment in new
products met the accounting threshold for capitalisation.
Spending on other fixed assets totalled £7.4m, £2.7m less
than last year as we near the end of our recent cycle of
investment in infrastructure. Spending in 2025 included
£6.3m spent on construction of our new manufacturing
facility in Malaysia, bringing cash spending on the project
to date to £13.0m. While construction is complete, final
stage payments of £7.0m are due in the first half of 2026.
Spending is shown net of a £0.9m landlord contribution
toward leasehold improvements in the US. A grant of
£1.5m was received from the US government toward the
construction cost of our Silicon Valley Customer Innovation
Centre. The reduction in net finance costs also led to a
reduction in net interest paid of £3.9m. The lower tax paid
reflects the weaker underlying financial performance.
Adjusted Operating Cash Conversion of 225% excludes the
effect a one-off customer prepayment of £16.4m for 2026
deliveries.
Funding
position
and
capital
structure
Our Net Debt reduced from £93.5m at 31 December 2024
to £41.5m at 31 December 2025. We continued to prioritise
the strengthening of our balance sheet in the year. This
included reducing working capital particularly inventory,
which reduced by £14.1m from 2024, and a successful share
placing in March which raised net proceeds of £39.6m.
Our gross cash balance at the end of 2025 was £33.8m
(2024: £13.9m).
At the start of the year, our revolving credit facilities totalling
$210m matured in December 2026. By the end of the year,
following a year of significant debt reduction, we were able
to reduce the facility size to $130m and extend the maturity
materially, with approximately $100m maturing in June 2028
and $30m maturing in June 2030.
The reduced facility size continues to offer ample liquidity.
At December 2025, total liquidity, combining undrawn
headroom in borrowing facilities and cash on deposit,
totalled £51.9m.
The covenants appliable to our borrowing facilities, which
are tested at each calendar quarter end, are as follows until
maturity of the facility:
•
Leverage ratio: Not more than 3.0x (at
31 December 2025: 1.2x)
•
Interest cover: Not less than 3.0x (at
31 December 2025: 5.2x)
The Board is confident that the Group will continue to de-
lever as market conditions recover until it enters its target
leverage range of 0-1x Adjusted EBITDA.
The Director’s assessment of going concern has involved
consideration of the Group’s forecast covenant position
in various scenarios, including a severe but plausible
downside case. The Group is forecast to remain compliant
with its covenants and have ample borrowing liquidity in
all scenarios. Further details can be found in Note 2 of the
Consolidated Financial Statements. The Viability Statement is
set out on page 42.
At the end of 2025, net current assets stood at £66.9m
compared to £62.8m at the end of 2024. The principal
changes in our working capital were the inventory reduction
of £14.1m from 2024 due to further efforts taken to lower
on hand inventory levels and reduction in inventory following
the China factory closure and exit of RF business and the
increase in contract liabilities of £16.4m due to the receipt of
a large customer prepayment.
Dividends
Dividend payments were suspended in 2023. Dividends
remain an important part of the Group’s long-term capital
allocation strategy. However, the Board believes it is in
shareholders’ long-term interests for debt reduction to be
prioritised over shareholder distributions until net debt
moves sustainably closer to our long-term leverage target
range of 0-1x Adjusted EBITDA. As a result, no dividends
have been declared or proposed during, or in respect of, the
financial year ended 31 December 2025.
MATT WEBB
CHIEF FINANCIAL OFFICER
2 March 2026
Malaysia facility ready
for commissioning
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for the year ended 31 December 2025
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Objectives
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
RISK MANAGEMENT FRAMEWORK
MANAGING OUR RISKS
Our
vision
Strategic
priorities
The Group has well-established risk management processes to identify and
assess risks
To be the first-choice power solutions provider,
delivering the ultimate experience for our
customers and our people
•
Broaden the product portfolio
•
Target key accounts where XP can add value
•
Drive penetration to grow share of wallet
•
Continually enhance our global supply chain
•
Focus on people and talent development
•
Maintain leadership on environmental responsibility
The Board acknowledges its responsibility for the Group’s
internal controls and the review of their effectiveness.
We have an ongoing process for identifying, evaluating
and managing significant risks faced by the Group. The
Board completes an annual risk assessment to identify the
Group’s principal risks. The principal risks are mapped onto
a risk universe, where risk mitigation or reduction can be
tracked and monitored. This facilitates further discussions
regarding risk appetite and identifies risks that require
greater attention from the Group. Reporting on specific risks
is provided to the Board as required and the management of
principal risks is monitored by tracking actions in response to
these risks.
Risk
assessment
The Board has carried out a robust risk assessment, with
actions established to mitigate or reduce identified risks that
could undermine the business model, affect performance,
compromise solvency or liquidity, or hinder strategic
objectives.
The Board identifies emerging risks through regular updates
from senior management supported by monitoring of
external developments. This includes reviewing publications
from professional firms and industry bodies, including
external risk surveys. These insights help the Board
proactively identify new or evolving risks and consider
appropriate mitigating actions.
The identified key risks and mitigating actions are classified
according to:
•
the assessment of their impact level to the viability of the
business if they occurred – ranging from minor to severe
and the likelihood of a risk occurring – ranging from low
to high; and
•
the direction in which they are trending in (the Assessed
Trend) – risks are classified according to whether they are
becoming more or less likely to occur, or whether the risk
of occurrence remains unchanged.
Although risk identity attributes are judgemental and
qualitative, the Board finds the methodology useful for
determining the relative focus for each risk.
Whilst the risks included in this report do not constitute
an exhaustive list, they do include all risks that the Board
believes would have a severe or moderate impact on the
business if they occurred.
Risk
appetite
The Board determines the type and extent of risk that
the Company is willing to take to achieve its strategic and
likelihood and level of impact
Disruption to manufacturing
Supply chain risks
Severe
1
3
Market/customer-related risks
7
6 5
Product-related risks
IT/data
IMPACT
9
2
3
8 4
Funding/treasury
Legal & Regulatory
People-related risks
9
Climate-related risks
LIKELIHOOD
Control
operation
Control design
Assurance
Second Line:
Control self-assessment
First Line:
Testing of material controls
Recommendations to the Board
Review
External reporting on risk
management and control
framework.
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
MANAGING
OUR
RISKS
CONTINUED
Broaden the product portfolio
Target key accounts where XP
can add value
Drive penetration to grow share
of wallet
Continually enhance our global
supply chain
Focus on people and talent
development
Maintain leadership on
environmental responsibility
Increase to risk
Decrease to risk
No change to risk
operational objectives, with a risk appetite rating applied to
each risk.
The Board’s key focus is to minimise the Group’s risk
exposure in relation to IT & Data, Funding and treasury and
Legal & Regulatory matters, as the risk appetite of the Board
in these areas is low.
The Board’s risk appetite reflects the experiences and
learnings from the pandemic, recent global supply chain
disruptions and ongoing transformation initiatives, which
strengthen our response to future disruptive events.
Risk
management
The Group manages the principal and emerging risks
identified above through a programme of mitigation and
controls and with assurance provided by three lines of
defence, outlined below, with oversight provided by the
Board and the Audit Committee:
•
The first line of defence includes the site’s operational
and finance teams, who are responsible for the day-
to-day management of risks and the implementation
of control procedures, supported by Group company
managers.
•
The second line of defence includes divisional and Group
compliance teams with oversight and monitoring from
the Executive Leadership Team and Senior Management.
•
The third line of defence includes independent assurance
from Internal Audit.
Emerging
risks
For the current year, the Board has not identified any new
Principal Risks. The ‘Business Transformation’ risk has been
removed as a Principal Risk, as its components are now
managed under other Principal Risks.
The assessed risk of disruption to manufacturing has
temporarily increased as, following the closure of the
Kunshan manufacturing facility, the Group will have a single
full manufacturing location in Asia for a short period of time,
while the commissioning at the Malaysia site is completed.
The Board is satisfied that this risk can be adequately
managed due to inventory build prior to the closure, spare
capacity currently available in the Vietnam site and the ability
to complete short production runs in other manufacturing
locations.
The risk related to the use of AI (both inadvertently
sharing proprietary data externally and not grasping the
opportunities presented) has been added to the ‘IT and data’
Principal Risks. During the year, the Group has implemented
a new enterprise-grade AI tool, which ensures that any
uploaded data is not shared outside of the XP environment
and which has been trained on Company-specific documents
and standards.
The ongoing impact of climate-related change and severe
weather events are assessed through our Sustainability
Committee; they are specific areas of focus and are included
in our Sustainability Report.
Principal
risks
The Board uses the risk management framework, detailed
on page 34, to identify the risks most critical to the Group.
These risks are highlighted due to their potential to disrupt
the achievement of the Group’s strategic objectives.
An event that causes the temporary or permanent loss of a
manufacturing
facility could restrict the Group’s ability to sell
products to customers.
This
could include fire, flood, infectious disease or climate-
related
events.
Reliance on a single Asian manufacturing site in Vietnam
following the closure of our manufacturing plant in China,
combined
with the commissioning of our new site in Malaysia,
may lead to operational disruption, capacity constraints or
delays.
impact
As
the Group manufactures 80% of revenues, this would
cause
a
short-term loss of revenues and profits, and disruption to
our
customers, which could cause reputational damage.
Mitigation
We have disaster recovery plans in place.
We hold inventory in sales markets to meet short-term
demand in the event of disruption.
We implement epidemic control and prevention measures
at all facilities in line with local guidelines and regulations.
We own key facilities or have long-term leases.
We have business interruption insurance in place.
We will establish a cross-functional commissioning team to
ensure the controlled and effective commissioning of the
Malaysia manufacturing site.
We will review and update business continuity and
disaster
recovery plans to ensure they remain current and effective.
We will review business interruption insurance annually to
ensure cover adapts to evolving risks.
1 2 3 4
5
6
The
success of the Group depends on its ability to retain key
suppliers,
ensure on-time deliveries and maintain high-quality
materials.
The
Group’s significant use of its Asian manufacturing footprint
to supply US and European markets exposes it to global
shipping
-related risks.
impact
We
make most of the products we sell, but are reliant on third-
party suppliers for a small number of products.
Some
key product components require relatively long lead
times,
which increases the risk of shortages at the point of
manufacture.
Poor supplier conduct or unsuitable contractual commitments
could
disrupt operations, impact quality, or create financial and
reputational
exposure.
Mitigation
We dual source components wherever possible.
We maintain an appropriate safety inventory of key
components, with levels regularly reviewed against
demand
and lead times.
We monitor risks to our transport routes, implement
contingency plans, and keep customers informed of any
issues and their potential impact.
Our Code of Conduct is issued to our suppliers, who must
agree to comply with it.
Our delegation of authority ensures appropriate review and
approval of purchasing decisions.
We will adopt a new inventory holding strategy in 2026
to increase component availability and fulfilment service
levels.
We will ensure that dual sourcing is built into new product
designs.
We will continue to monitor and review our demand
planning processes and supply chain model.
We will add to our inventory of critical components whose
delivery lead times are known to increase as markets
recover.
1 2 3 4 6
1
4
2
5
3 6
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
MANAGING
OUR
RISKS
CONTINUED
Broaden the product portfolio
Target key accounts where XP
can add value
Drive penetration to grow share
of wallet
Continually enhance our global
supply chain
Focus on people and talent
development
Maintain leadership on
environmental responsibility
Increase to risk
Decrease to risk
No change to risk
2 3
5
6
The semiconductor market represents a significant percentage
of Group revenue and is inherently cyclical.
The Group derives a material proportion of its revenue from
its largest customers. Gains or losses of business with these
customers may impact materially on demand for our products.
impact
Inherent cycles in the Semiconductor Manufacturing Equipment
market could significantly impact the Group’s revenue,
profitability and financial condition, both positively and
negatively, leading to unexpected changes in performance.
Losing key customers could materially impact the Group’s
performance.
Mitigation
We stay close to our key customers and monitor
developments in our markets for early warning signs of
changes in demand conditions.
The Group maintains conservative leverage to
accommodate any cyclicality.
We ensure the business is sufficiently diversified by sector
to balance cyclicality in any one sector.
The Group has developed plans to rapidly add capacity to
manufacturing sites if required.
We focus on retaining key customers through providing
excellent service. Members of the Executive Leadership
Team conduct a monthly review of customer complaints
and
non-conformances.
While customer inventory visibility is limited, our sales
teams engage with customers and incorporate this insight
into revenue projections.
We will continue to refine our forecasting processes at the
appropriate level of market/customer detail to ensure the
best possible view on future orders and revenue.
Customer concentration remains a risk due to the Group’s
focus on key accounts; however, this risk is naturally
mitigated through revenue being derived from multiple
independent programmes within the same customer and
as
products are typically integrated for the full life-cycle of end
products
We will continue to deliver excellent service and ensure
that our pricing remains competitive.
trend
1 2 3 6
Products
are recalled due to a quality or safety issue.
The
Group may fail to develop new products or respond to new
disruptive
technologies.
Transferring facilities, equipment and processes between
factories
disrupts production, affects quality and impacts
customer
deliveries.
impact
A major product recall could seriously impact the business,
causing
potential cost and reputation damage as a supplier to
critical
systems.
New
products or technologies introduced by third parties could
adversely impact the Group’s revenue.
Mitigation
The Group performs 100% functional testing on all its
manufactured products and conducts 100% hipot testing,
which determines the adequacy of electrical insulation. This
ensures the integrity of the isolation barrier between the
mains supply and the equipment’s end user.
Regarding contracts with customers, we limit our
contractual liability regarding recall costs.
The Group prioritises investment and works closely with
our customers to ensure that our product offering remains
market leading.
The Group implements standardised business processes
to ensure consistency, efficiency and compliance across
business units.
We will continue to enhance our product design processes.
We will review and optimise our approach to appropriate
investment in sustaining activities.
We will expand supplier quality capabilities.
We will implement a global quality engagement programme.
trend
risks
4
The Group is reliant on information technology in multiple
aspects
of the business from communications to data storage.
Data is potentially vulnerable to theft or encryption, and
customer channels are vulnerable to disruption.
impact
Any
failure or downtime of these systems, or any data theft or
encryption,
could significantly impact on the Group’s reputation
or ability to operate.
Incomplete
or inaccurate data can lead to poor decision making.
Sub
-optimal use of AI could lead to missed opportunities for
efficiency
and innovation, or introduce new risks, including data
quality, bias and compliance issues.
Mitigation
The Group’s defined Business Impact Assessment identifies
key information assets, replication of data on different
systems or in the Cloud, an established backup process in
place and robust cybersecurity protection on our networks.
The Group uses internally produced training materials to
educate users on good IT security practice and promote the
Group’s IT policy.
A large proportion of the Group uses a single unified ERP
platform with standardised processes, comprehensive
training and robust financial reporting controls, supported
by an experienced management team and effective
governance mechanisms.
The Group has cybersecurity insurance in place.
The Group has established a Cybersecurity Steering
Committee and a Cybersecurity Roadmap to continually
strengthen governance and guide the implementation of
additional security initiatives.
We will continue to enhance our cybersecurity tools
and processes and promote heightened awareness to
cybersecurity risks among our people.
We will continue to improve quality and Group-wide
consistency of Master Data.
We will expand AI governance and broaden staff training to
include advanced AI use cases and risk awareness.
trend
risks
1 4
The
Group is reliant on external bank funding and needs to
comply with the related covenants.
Changes
in interest rates impact interest payments and charges.
Most of the Group’s sales and material purchases are in US
dollars,
which creates a natural transactional hedge. However, a
small
number of sales and costs in other currencies expose the
Group to transactional currency risks.
The
Group faces translational currency risk from reporting in
sterling.
impact
The
Group could breach banking covenants and lose access
to its funding.
The full viability statement can be found on
page
42.
The Group is exposed to foreign currency fluctuations. This
could
lead to material adverse movements in reported earnings
and cash flows.
Mitigation
The Group sets a clear and conservative leverage policy and
performs detailed and regular cash forecasting to ensure
leverage targets are met.
The Group reviews balance sheet and cash flow currency
exposures and, where appropriate, uses forward exchange
contracts to hedge these exposures.
The Group restructures intercompany loans to eliminate
translation currency risk.
The Group manages interest costs using an interest rate
hedging policy.
We will continue regular and detailed reviews of forecast
and actual results to ensure maximum visibility of profit,
interest, net debt and bank covenant performance, to
identify any potential exposures and implement mitigating
actions.
We will continue to improve the funding position by seeking
cost savings and maximising cash generation.
We will continue to review the maturity of our debt
facilities, extending as needed to ensure funding continuity.
trend
1
4
2
5
3 6
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
MANAGING
OUR
RISKS
CONTINUED
Broaden the product portfolio
Target key accounts where XP
can add value
Drive penetration to grow share
of wallet
Continually enhance our global
supply chain
Focus on people and talent
development
Maintain leadership on
environmental responsibility
Increase to risk
Decrease to risk
No change to risk
4 6
The
Group is exposed to climate-related risks that could have a
negative impact on the business.
impact
Severe
weather could affect the operations or our upstream
supply
chain.
Failing
to meet net zero targets and sustainability-related
customer
expectations could cause reputational damage,
reduced revenue and significant environmental harm.
Mitigation
The Group maintains a flexible manufacturing footprint to
allow us to respond to single-site disruptions for many of
our product lines.
The Group has dual-sourced supplies for material
purchases
and conducts regular reviews of safety inventories to
ensure there is sufficient stock.
The Group’s net zero transition plan includes relevant
policies and KPIs to ensure environmental targets are
delivered.
The Group implements procedures to prevent
environmental damage.
We will continue to review and respond to areas of single
point exposure for manufacturing capability and material
sourcing.
We will engage the entire organisation to meet our net
zero
targets.
1 2 3 4
5
6
The Group operates in multiple jurisdictions
with applicable
trade,
company law and tax regulations, which vary by location.
Intellectual
property, in terms of product design, is an important
feature of the power converter industry.
The
Group ships raw materials and finished goods internationally,
meaning
compliance with import and export laws is critical.
Global
trade policies, tariffs and export controls may limit the
Group’s ability
to trade profitably in some locations.
The
Group must comply with export and import rules, which
may
change
over time and could directly or indirectly impact its
ability
to
sell.
impact
Failing
to comply with local law and regulations could impact the
profits and reputation of
the Group and its ability to conduct
business.
The
geographical location of the Group’s profits impacts on its
effective
tax rate. The Group’s effective tax rate could, therefore,
fluctuate
over time and impact on earnings and share price. If an
efficient
Group tax structure is not maintained, the effective tax
rate could also fluctuate.
The
enactment of new international trade controls and tariffs
may
reduce revenue from existing customers and limit the
markets in
which we can trade profitably.
New
export and import rules may limit our ability to serve some
customers.
Failure to adhere to trade compliance controls could
lead to financial penalties
Mitigation
The Group hires employees with relevant skills and uses
external advisers to maintain regulatory compliance.
The Group uses external specialists to manage tax risk
and regulatory compliance. The Group uses global trade
compliance software to monitor transactions.
A co-sourced Internal Audit function provides risk
assurance in targeted areas of the business and provides
recommendations for improvement.
The Group establishes a clear Health and Safety Policy and
procedures.
The Group carries out automated due diligence checks for
new customers.
We will stay current with the latest legislation and ensure
our policies and processes are updated to ensure we
remain
compliant.
We will provide comprehensive training to all sales staff to
highlight the importance of understanding and adhering to
export control regulations as they evolve.
We will continue to strengthen our global health and
safety
structure, policies and processes.
We will continue to monitor global developments in trade
policy.
4
5
The
Group’s future success depends on the continuing services
and
contributions of its Directors, senior management and other
key
personnel.
People
-related issues may arise from changing workforce
dynamics,
competition for talent, and evolving expectations
around workplace culture and career development.
impact
The
loss of key employees could have a material adverse effect
on the Group’s business.
A
decline in employee morale and engagement could have a
significant
impact on productivity and business performance.
Organisational
design may hinder clear ownership and effective
decision
making.
Fraudulent and unethical behaviour
could have negative
reputational
impact and cause financial loss to the Group.
Mitigation
The Group undertakes performance evaluations and
reviews to help it stay close to its key personnel. Where
appropriate, the Group also makes use of financial retention
tools, such as share-based compensation.
The Group focuses on training, upskilling and career
progression opportunities for employees.
The Group holds an annual employee survey to assess
engagement and identify improvement actions.
The Group delivers annual Code of Conduct training
We will continue to focus on people management and
leadership development.
We will roll out updated training for line managers.
We will review the Group’s organisational structure and
associated incentive plans to ensure they continue to
support the Group’s long-term strategy
1
4
2
5
3 6
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
VIABILITY STATEMENT HOW WE
ENGAGE WITH
OUR
STAKEHOLDERS
In accordance with provision 31 of the 2024 UK Corporate Governance Code,
the Directors are required to assess the prospects of the Group over a period
longer than the 12 months required by the ‘Going Concern’ provision.
In accordance with section 172 of the Companies Act 2006, Directors are required to act in a way they consider, in good faith,
would be most likely to promote the success of the Company for the benefit of its members as a whole and, in so doing so,
have regard to the interests of its wider stakeholders. The Company’s statement demonstrating how s.172(1) factors informed
Board discussion and decision-making can be found on pages 98-99 of the Governance Report.
Further information on where s.172(1) factors are discussed throughout the Annual Report are set out below.
In making this assessment, the Directors considered the
Group’s current financial position, its recent and historic
financial performance and forecasts, strategy and business
model (pages 16-17), and the principal risks and uncertainties
(pages 35-41).
The Directors have determined the three-year period to
December 2028 to be an appropriate period to assess the
Group’s viability, as this timeframe is within the Group’s
strategic financial planning period used to evaluate
performance and liquidity, and aligns with the design-in cycle
that the Group has visibility of. In making the assessment,
the Directors considered a three-year period using the latest
available financial forecasts for the Group.
The Group has a business model where its products are
designed into numerous applications, with numerous
customers, in numerous geographies. The Group’s products
are all designed into capital equipment, which is generally
in production for several consecutive years, resulting in a
revenue annuity. This diversity and revenue annuity are both
deemed important factors in mitigating many of the risks that
could affect the long-term viability of the Group.
In performing their review, the Board assessed the
conservative scenarios against the controls in place to
prevent or mitigate the principal risks of the Group.
It al
so considered them against the Group’s current banking
facilities, a Revolving Credit Facility (RCF) comprised of
$130m with approximately $100m maturing in June 2028
and $30m maturing in June 2030.
In forming the viability statement, the Directors carried
out an assessment of the principal risks and uncertainties
facing the Group that could impact the business. The most
significant financial risks arise from a downturn in revenue,
either due to general market weakness or the loss of a major
customer, or operational disruption, due to temporary loss of
a facility or significant supply chain disruption.
The financial model was stress-tested with various downside
scenarios. The potential impact of the principal risks was
then considered in the context of each of these downside
scenarios. Certain subjective assumptions and judgments
were made to achieve this. Each risk scenario occurring
in isolation did not breach the Group’s borrowing facility
headroom or either of its financial covenants. The most
severe threats occurring in isolation were found to be a
prolonged closure of a manufacturing facility, or a significant
delay in the expected market recovery, particularly in relation
to the end of current destocking in our Industrial Technology
and Healthcare markets.
In the event that multiple risks were to crystallise at the
same time, then breaches of our banking covenants would
occur, but in applying a “probability and impact” approach
no breaches are identified. In the event that results started
to trend significantly below those in the forecast, additional
mitigation actions have been identified that would be
implemented which are not factored into the current
scenario analyses. These include reduction of non-critical
capital expenditure and reduction of discretionary spend.
Within the Viability Statement timeframe, the current bank
facility would need to be renewed, but there is nothing
currently to indicate that this would not be achieved.
Based on this assessment, the Directors confirm that they
have a reasonable expectation that the Group will continue
in operation and meet its liabilities as they fall due for at least
a period of three years to 31 December 2028.
S 172(1) factors
Further
information
Page
reference
a.
The
likely
consequences of
any decision in the
long term
Chair’s Statement
08-09
Our Business model
16-17
Chief Executive Officer Review
18-23
Our Strategy
24-27
Chief Financial Officer Review
28-32
Managing Our Risks
35-41
Our Sustainability Strategy
44
b.
The interests of the
Company’s employees
People and workplace
66-71
Board in action
96-97
Culture and Employee Engagement
100-101
Remuneration Committee Report
117-140
c.
The need to foster the
Company’s business
relationships with
suppliers, customers
and others
Our Markets
12-15
Our Business model
16-17
Chief Executive Officer Review
18-23
Sustainability Report
46-80
Board in action
96-97
Shareholder communication
103-104
d.
The impact of the
Company’s operations
on the community and
the environment
Chief Executive Officer Review
18-23
Our Strategy
24-27
Our Sustainability Strategy and Our Strategy in action
44-45
Our Sustainability Report and TCFD
46-80
e.
The Company’s
desire to maintain a
reputation for high
standards of business
conduct
Our Business model
16-17
Ethics and Compliance
72-73
Introduction to Governance
86-87
Risk management and internal control
103
Culture and Board oversight
100
f. The need to act fairly
between members of
the Company
Corporate Governance Report
86-104
Remuneration Committee Report
117-140
Directors’ Report
141-144
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
OUR SUSTAINABILITY STRATEGY OUR STRATEGY IN ACTION
At XP Power, sustainability is a cornerstone of our strategy and driver of growth. It is
central to our vision of being a trusted partner for our customers and a recognised leader in
sustainability within our industry.
What we’ve
done
this year
•
We made significant improvements in our health and
safety performance with a 64% reduction in Injury Rate
(TRIR) and 79% reduction in Lost Time Injury Rate (LTIR)
Internal Audit Score; and Local Impact Programmes.
Through the dashboard, we can further identify
site-specific opportunities to improve our performance
and work towards our Net Zero by 2040 target.
Sustainability guides our efforts to minimise negative impacts
on stakeholders and the environment while creating value
across our entire value chain. It also reinforces our “Powering
Progress” initiatives as well as our Safety and Quality
frameworks.
Our sustainability strategy addresses issues identified
as material through our 2021 materiality assessment
(see page 54 of our 2021 Annual Report) and is reconfirmed
through continued engagement with internal and external
stakeholders.
1
We group our material issues under four areas: Sustainable
Products, Environmental Leadership, People and Workplace,
and Ethics and Compliance.
3. People and
Workplace
vs 2024.
•
We transformed our Environmental, Health and Safety
(EHS) training approach by establishing a global EHS
programme that delivered universal standards across
all locations, ensuring consistent practices, clear
accountability and site-level compliance worldwide.
•
In 2025, we reassessed our supplier engagement
programme and enhanced it by expanding ESG surveys
to manage risks. We launched the process in a pragmatic,
value-driven way, with a view to expanding its scope
over time.
•
We continued to integrate the Product Carbon Rating
system launched last year to influence our sales and bring
2026
plan
•
We will develop and implement an action plan that will
help us deliver improvements against key rating agencies
such as MSCI and EcoVadis.
•
We will continue to assess our sales and New Product
Development (NPD) against our Carbon Rating
Framework with further progression on higher efficiency
open-frame products and expansion of framework
coverage to include more products.
•
We will strengthen sustainability culture by driving
meaningful engagement, ensuring leaders and employees
connect sustainability goals with their work, and building
We ensure that XP Power
is a workplace in which
our people can be at their
best. We maintain a safe,
diverse and inclusive
environment, which
attracts and retains the
best talent.
Our sustainable business
goal is to improve the
physical and mental health
of our employees, provide
them with a safe place
to work and create an
environment in which our
people can be their best.
Link
to
Material issues
04 05 06 08
We uphold the highest
standards of business
ethics and integrity.
Our sustainable business
goal is to have zero
breaches of our Code of
Conduct and uphold the
highest standard of ethics
and integrity.
Link
to
Material issues
more efficient products to market. In 2025, we launched
11 product families (2024: 6) in our highest efficiency
ratings of Titanium, Platinum or Gold.
•
In recognition of the strength of our climate transparency
and action, we received an A in our CDP Climate Change
2025 disclosure, from a B in 2024, placing us in the top
4% of c.20,000 assessed companies.
•
We received EcoVadis Bronze Medal status for our 2025
disclosure, which placed us in the top 30% of businesses
assessed. Our overall score improved from 60/100 to
65/100, and we aim to improve further this year.
•
We launched our “Powering Progress” initiative, based on
the three pillars of Quality, Sustainability and Safety. The
initiative provides a platform for team engagement and
internal ambition in 2026.
•
We developed a site-specific Sustainability Dashboard to
better monitor site performance against our new KPIs:
Energy Efficiency (energy/output); Waste Diversion;
Our
ESG
indicators
Rating
agency
scores
a culture of visibility and shared ownership.
•
We will implement Responsible Business Alliance (RBA)
standards by developing and deploying a scalable
management system to meet customer expectations
while navigating RBA protocols.
•
We will continue our roll-out of solar installations across
our estate, driving progress towards our 2040 Net
Zero target, engaging employees and showcasing our
sustainability leadership.
•
We will enhance supplier engagement through
expanded ESG surveys to manage risks, while selecting
a practical tool and launching the process in a pragmatic,
value-driven way.
•
We will elevate electrical safety as a core risk-reduction
focus by standardising practices across sites and engaging
employees in hazard identification and elimination goals.
UN SDGs
UN SDGs
We engage with the following rating agencies to assess our sustainability performance and delivery
against our sustainability strategy:
Material issues key:
Product responsibility (safety and quality)
Responsible supply chain
Product solutions and innovation
Attracting retaining and rewarding talent
Employee welfare
Health and Safety (inc. Occupational)
Ethical conduct and compliance
Diversity and equal opportunity
Energy efficiency
Waste management
Emissions
Our Sustainability Council delivers the XP Power sustainability action plan and, within this, the net zero action plan. The CEO
chairs the Council and receives support from sustainability representatives within each business unit, who play an active part
in reporting and leading site ESG initiatives. Full details of our sustainability governance model and its responsibilities are
outlined in our Climate-Related Risk Report on pages 56-65.
1
More information on our engagement with stakeholders can be found in our Section 172 statement (page 98).
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for the year ended 31 December 2025
We produce quality
products that are safe
and
solve our
customers’
power problems.
Our power converters are
safety critical elements
of the end application
and provide an isolation
barrier
between the end
user
and relatively high-
voltage mains electricity.
Material
issues
We minimise the impact
that
we, and our products,
have
on the environment.
We adopt responsible
sourcing practices that
consider social and
environmental
impacts.
Our sustainable business
goal
is to lead our
industry
in
environmental matters,
and minimise the impact
we, and our products,
have on the environment.
Material
issues
AA
MSCI
A
(2024: B)
C
Non-Prime with a decile
ranking of 3 (2024: C,
Non-Prime with a decile
ranking of 3)
score:
48.05
score:
66.7
(Strong)
within
the Electrical
Equipment Industry
17.6
(Low Risk)
65/100
‘Bronze Medal’
4. Ethics and
Compliance
07
02
In the following chapters, we report
on our performance in 2025 in
line
with our strategic pillars on
sustainability.
ETHICS
AND COMPLIANCE
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Sustainability
Report
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for the year ended 31 December 2025
48
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Power Annual
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for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
1. SUSTAINABLE PRODUCTS
How this strategic pillar links to the UN SDGs:
UN SDG 9 “Industry, innovation and infrastructure” in
promoting sustainable industrialisation, and UN SDG 12
“Responsible consumption and production” in the efficient
use of natural resources.
Our R&D investment drives our ambition to be an industry
leader on sustainability. We have one of the broadest ranges
of efficient products in our industry.
To maintain our leadership position, we recognise a continued need to develop
low-carbon products that solve our customers’ power problems, optimise energy
efficiencies and safety, and remain cost effective.
The carbon footprint of power conversion products is dominated by their lifetime
conversion efficiency. By increasing energy efficiency, we can make a significant
reduction to the lifetime environmental impact of a power system and the
equipment into which it is installed, while supporting compliance with applicable
downstream energy-efficiency criteria.
By developing smaller power conversion products, which consume less physical
material and reduce component count, we can also further reduce our carbon
footprint and help our customers limit their environmental impact.
Sustainable
aquaculture
Sea lice control is a major challenge in salmon and
trout aquaculture. Traditional chemical and mechanical
delousing methods can harm marine ecosystems, increase
fish stress and contribute to parasite resistance. As the
industry moves towards more sustainable practices,
optical, laser-based delousing systems are emerging as a
low-impact alternative.
XP Power’s CCR200, a 200W high-efficiency AC-DC
power supply, was selected to power a low-energy laser
delousing system deployed in commercial aquaculture.
CCR200 delivers stable, efficient power to the system’s
optical sensors, control electronics and precision laser
modules, enabling continuous, unattended operation.
CASE STUDY
High conversion efficiency minimises energy losses and
heat generation, reducing overall power consumption
and life-cycle emissions. Reliable operation supports
non-invasive, chemical-free lice removal, improving
fish welfare while protecting surrounding marine
environments.
By combining efficiency, reliability and compact design,
the CCR200 series demonstrates how XP Power enables
sustainable innovation, helping aquaculture operators
reduce environmental impact while maintaining high
system performance.
CASE STUDY
series
The FLXPro’s compact size, high power density and
extensive range of user-defined performance parameters
reduced application size, complexity and component
count while enhancing end application efficiency,
addressing application space constraints and the need
for increased power. Designed with SiC/GaN technology
and a fully digital architecture, the FLXPro achieves
efficiencies up to 93%, which reduces system operating
costs and cooling requirements. With these improvements
in efficiency versus the fleXPower series, our initial
calculations indicate ~20% reduction in carbon emissions.
Additionally, multiple internal temperature measurements
enable fast status checks through extensive temperature
diagnostics, which drive intelligent fan control and over
temperature warnings and alarms.
Material issues UN SDGs
Sustainable products
We produce quality products that
are safe and solve our customers’
power problems.
Our power converters are
safety-critical elements of the end
application and provide an isolation
barrier between the end user
and relatively high-voltage mains
electricity.
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During the year, our Vietnamese site led the
development of a more sustainable packaging
initiative. The site designed and tested alternative
packaging solutions that reduce or eliminate foam
and plastic, using recyclable and renewable materials.
The team partnered with a supplier to develop a
corrugated-based prototype. The initial prototype
underwent drop testing but did not meet performance
requirements, indicating that further design
strengthening is needed. During the next phase, we
will refine the packaging design with the supplier,
develop a revised prototype and conduct a new round
of performance testing. The goal remains to transition
towards recyclable and renewable packaging materials
while ensuring product protection and logistics
integrity.
CASE STUDY
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
1. SUSTAINABLE PRODUCTS
CONTINUED
2025 Product Carbon Rating Framework results
During 2025, we revisited the carbon rating for our low voltage DC-DC portfolio and have
increased the scope of the Product Carbon Rating Framework (PCRF) to include them, based
on conversion efficiency, to identify products with the lowest operational losses. These
products are now included in the overall sales data by carbon rating, allowing us to monitor
performance across the entire low-voltage portfolio.
Our PCRF divides products into five groups reflecting various efficiency levels – Titanium, Platinum, Gold, Silver and Bronze.
This creates an easy and transparent process for customers to identify external and component power supplies with the
highest energy efficiency and lowest waste power.
In 2025, 53% of Group revenue (86% of sales volume) were included in the analysis boundary of our Product Carbon Rating
Framework.
In 2025, 14% of sales by volume came from Titanium and Platinum products, 33% were Gold products and 25% Silver. From a
revenue perspective the percentage of Group revenue from Carbon Rated Products increased from 32% in 2024, after adding
the DC-DC portfolio into the 2024 base, to 37% in 2025.
Internally, we can better grade our products and manage
our sales towards more efficient products to reduce our
Scope 3 downstream emissions. We will not set any public
sales targets on these criteria as we need to balance our
customers’ commercial considerations alongside improving
efficiency.
2025 marked a significant improvement over 2024:
•
Launched 20 carbon-rated product families, 17 of which
were Titanium, Platinum or Gold, which have our highest
efficiency ratings.
•
Two of our introduced products were Titanium rated.
Number of
products
Carbon
product
rating
introduced
Titanium
2
Platinum
6
Gold
9
Silver
3
Boosting
innovation
We embed environmental considerations in our product
development process with “Design for Sustainability” serving
as an important area of focus reviewed by our Sustainability
Council. Our design process considers energy efficiencies
in product manufacturing and in the product use-phase, in
addition to products’ various applications in the broader
energy transition. Our New Product Development process
is guided by a sustainability policy, which requires the
development team, where economically feasible, to maximise
product efficiency and reduce the component count.
Emerging indications suggest that customers focus more
on in-use efficiency. Interest in our FLXPro power supply
series is a good example of this, as it boasts a market-leading
efficiency of 93%, which helps to reduce our customers’
carbon footprints.
Our product design process considers:
•
Energy efficiency – We consistently lead the industry in
developing high-efficiency XP Carbon Rated Products
in the industrial and healthcare sectors, consuming less
electricity in powering the application or on standby,
resulting in significantly reduced CO
2
emissions over the
lifetime of the customers’ equipment (c.7–10 years).
•
Novel materials – Where possible, we introduce novel
materials into our higher-end products, such as ultra-
efficient silicon carbide devices. Future developments
in power transistor technology are expected to
significantly reduce the size of power converters, which
will increase their efficiency in some applications. We
will continue to investigate opportunities to reduce this
component count.
•
Product life-cycle management – Our design process
considers the complete product life-cycle of our power
conversion products from the outset, extending useful
product life wherever possible. Characteristics that
improve energy efficiency also increase reliability and
useful lifetime, as highly efficient products run cooler,
which reduces the impact on heat-sensitive components,
such as electrolytic capacitors. This year, we started a
cradle-to-grave product carbon footprint on two of our
products in accordance with the GHG Protocol Product
Standard. The goal was to compare carbon performance
across the products’ life-cycles and identify carbon
hotspots. We are finalising the results of the product
carbon footprint and will disclose further detail on the
results in the coming months.
•
Hazardous substances – We avoid the use of hazardous
substances in our products, facilitating the recycling at
the end of their lifetime and reducing their environmental
impact.
•
Low-carbon manufacturing – We also consider energy
use in the manufacturing process. Post-manufacturing,
products traditionally undergo stress testing (burn-in)
to eliminate early failures. We actively reduce burn-in
where we can and we recycle burn-in power into the
manufacturing facility to significantly reduce our carbon
footprint.
•
Product safety – A power converter is critical to the
safety of any electrical system or application as it
provides the isolation barrier between the end-user and
potentially lethal high-voltage mains electricity. 74% of
our sites in 2025 are certified to ISO 9001, and we carry
out employee training to ensure product safety.
•
Packaging – We need to improve our use of plastics
within our product packaging. While most products are
shipped using cardboard containers, many items are
still packed in plastic or foam. We aim to optimise our
packaging to become more sustainable and focus on
more renewable materials.
revenue 2025
Low Carbon Power Titanium
Low
Carbon Power
Platinum
Low Carbon Power Bronze
Low Carbon Power Titanium
Low
Carbon Power
Platinum
Low Carbon Power Bronze
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
1.
SUSTAINABLE
PRODUCTS
CONTINUED
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
2.
ENVIRONMENTAL LEADERSHIP
Product
Responsibility
Policy
Our Product Responsibility Policy outlines our commitment
to the responsible design, manufacturing and disposal
of products, and their positive impact on individuals,
society and the environment. The policy can be found
here: corporate.xppower.com/sustainability/policies-and-
procedures.
Responsible sourcing and
supply chain
We require all suppliers to adhere to our Code of Conduct
and Supply Chain Policy, which cover diversity, modern
slavery, human trafficking, health and safety, business
integrity and ethics, the environment and sustainability. It
is vital that our suppliers apply the same principles of value,
transparency and respect as we do.
Our supplier qualification and audit programme evaluates
suppliers’ adherence to our Code of Conduct and Supply
Chain Policy and we disengage from those who fail to meet
these standards. As part of our commitment to achieving net
zero, we will further engage with suppliers and component
distributors to address and reduce emissions across our
upstream supply chain.
This year, we have reassessed our supplier management
strategy, which will help improve information flow between
XP and our suppliers, improve transparency and support our
broader corporate objective for supply chain resilience. We
are currently developing a new ESG Supplier questionnaire,
risk assessments, supplier non-conformance procedures,
training plans and a new supplier metrics scorecard to track
progress. We plan to roll this out during 2026.
XP Power’s Code of Conduct and Supply Chain Policy are
available at corporate.xppower.com/sustainability/policies-
and-procedures.
Conflict
minerals
We support initiatives and regulations to avoid the use of
any “conflict minerals”, or 3TG, which originate from mining
operations in the Democratic Republic of the Congo (DRC)
and adjoining countries. We only purchase our electronic
components from reputable sources, and materials such
as solder are purchased from vendors on the Conformant
Smelter & Refiner Lists. We obtain information from our
suppliers, concerning the origin of the metals used in the
manufacture of our products, to assure our stakeholders that
we do not knowingly use conflict minerals.
Our supply chain organisation is responsible for the
qualification and ongoing monitoring of our suppliers. We
can confirm that 100% of our products’ minerals come from
verified conflict-free suppliers. XP Power’s policy on conflict
minerals is set out at xppower.com/company/policies.
Substances
of
concern
Our use and management of substances of concern in our
operations is conducted within the bounds of international
regulation and our Environmental Management System.
We are governed by ROHS, REACH and Conflict minerals
directives and our main production sites are ISO 14001
approved. With third-party-audited systems in place, we
ensure we have appropriate controls in our operations for
the management of substances of concern.
Product
recall
procedure
XP Power has an established product recall system, which
assigns responsibilities for recalled products, enabling us
to monitor product safety and performance. All customer
complaints, field non-conformances and manufacturing
defects related to the safety or quality performance of an
XP Power product are investigated. The investigation and
failure analysis is reviewed by our Quality and Engineering
teams. If the return is a potential safety risk or abnormal
field reliability issue, then we initiate and coordinate a Recall
Committee team meeting. The CEO is informed immediately
if there is a potential safety issue. If it is agreed that a recall
is the appropriate action, then a Recovery Plan must be
developed by the Recall Committee. Product performance
feedback and return data are monitored and documented,
and appropriate corrective and preventive actions are
implemented as needed.
How this strategic pillar links to the UN SDGs:
UN SDG 13 “Climate action”
XP Power recognises the significance of climate change and
aims to reduce its climate impact across all operations by
managing and reducing carbon emissions.
Our near-term and long-term targets are approved by the SBTi, and our targets
reaffirm our long-term goal of net zero across our value chain by 2040. More detail
on our targets and plans for achieving them are included in our Net Zero Transition
Plan corporate.xppower.com/storage/reports/XPPower-NetZero2023.pdf.
Our transparency commitments include regular public disclosures of our carbon
emissions, collaboration with CDP Climate Change, and reporting against
TCFD recommendations (page 56), which includes details of our oversight, risk
assessment and climate-related strategy.
Managing environmental
performance
The Group’s comprehensive environmental policy
outlines our commitment to continuously improving
our environmental performance. We communicate our
environmental policy and objectives to our suppliers
and employees and encourage their participation in
environmental best practices. Our environmental policy is
available at corporate.xppower.com/sustainability/policies-
and-procedures.
As part of our environmental commitment and to monitor
environmental performance, our main production centres,
which account for around 72% of the Group’s employees,
have an internationally accredited Environmental
Management System (ISO 14001). Our ISO 14001-certified
management system includes our handling and auditing
of waste and hazardous materials, among other issues.
Compliance is ensured through our internal audit process
together with external assessments by our registrar, the
British Standards Institution (BSI). Our new Sustainability
Scorecard ensures all sites are internally audited each year,
including environmental audits. The Group has had no
environmental fines in the last 12 months (2024: nil).
Material issues UN SDGs
In 2025, XP Power expanded its training framework
to include sustainability education and launched a
dedicated sustainability training video through the
LMS as part of its Earth Day initiative. The course
achieved 100% completion and significantly increased
employee engagement and awareness of XP Power’s
net zero goals, reinforcing the connection between
individual actions and environmental performance.
The success of this initiative strengthened enterprise-
wide sustainability awareness and positioned EHS
leadership to take on ownership of XP Power’s
broader sustainability programme, further integrating
safety, environmental responsibility and operational
excellence across the business.
CASE STUDY
Environmental leadership
We minimise the impact that we,
and our products, have on the
environment. We adopt responsible
sourcing practices that consider
social and environmental impacts.
Our sustainable business goal is to
lead our industry in environmental
matters, and minimise the impact
we, and our products, have on the
environment.
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
2.
ENVIRONMENTAL
LEADERSHIP
CONTINUED
Update
on
net
zero
Our net zero targets were approved by the Science Based Target initiative (SBTi) in 2024. This year, we continue to report our
progress against our net zero targets in line with the SBTi and Transition Plan Taskforce (TPT) criteria.
Scope
3
Our 2025 Scope 3 emissions were 333,445 tCO
2
e. This
reflects a 51% decrease on our base year emissions of
674,968 tCO
2
e. Our reductions in Scope 3 emissions to date
have put us on track to achieve our interim target.
Energy consumption reduction
activities
XP Power continued its programme of renewable energy
installations in 2025, with the replacement of damaged or
low-efficiency panels in Vietnam and further plans to extend
Scope 1 and 2 emissions
Near-term target
(2030)
Long-term target
(2040)
Scope
3
emissions
800,000
700,000
600,000
500,000
the rooftop solar array and scoping of solar installations at
other Group sites. In addition, the facility in Rosenheim,
Germany benefitted from the installation of a heat pump
powered by a solar PV system, which has a peak output of
170 kWh.
Our 2025 market-based operational emissions were 539 tCO
2
e. This reflects a 92% reduction on our base-year emissions,
which were 6,821 tCO
2
e. We surpassed our near-term targets largely due to our purchase of Energy Attributable Certificates
(EACs) as an interim measure to reduce Scope 2 emissions, which contribute the largest portion of our base-year emissions.
During 2025, all electrical energy within German operations was procured from renewable sources. For our operations in
the UK, USA, Singapore, Vietnam and China, we purchased EACs. This has resulted in the Group having no market-based
Scope 2 electricity emissions for 2025. The purchase of EACs will continue to be a temporary strategy until we can purchase
green energy directly from the energy provider or increase our own renewable energy generation via solar panels. Our
remaining market-based Scope 2 emissions reflect the use of municipal heat in our German operations.
400,000
300,000
200,000
100,000
0
Base-year
emissions
FY24
emissions
FY25
emissions
2030
target
2040
target
Scope
1
and
2
emissions
(market-based)
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
FY 25
Scope
1
and 2
emissions (market-based)
Scope 2
emissions
17 tCO
2
e
Scope 1
emissions:
522 tCO e
During 2025, our Scope 3 footprint reduced 8% year on year,
with the categories “Use of Sold Products” and “Purchased
Goods and Services” remaining the most material,
representing 77% and 21% of the footprint, respectively,
in 2025. Use of sold products decreased 12% compared
to 2024, reflecting a modest decline in sales volumes,
reductions in grid intensity in the Group’s key markets, and
an increase in the sales’ higher-efficiency products. This
counteracted increases to upstream Scope 3 emissions,
in particular increases to Purchased Goods and Services
emissions from increased output in China and Vietnam,
helping to build product inventory.
Our full emissions data and tables can be found in our
non-financial performance indicators section on page 74.
Base-year
emissions
FY24
emissions
FY25
emissions
2030
target
2040
target
2
Energy
efficiency
initiatives
Energy efficiency initiatives are key to reducing our
operational emissions. During 2025, a range of initiatives
were implemented that reduced our energy consumption and
carbon footprint. These included:
During 2025, absolute location-based Scope 1 and 2 emissions increased 5% year on year. This partly reflects an increase
in natural gas combustion at the Group’s Rosenheim and Gloucester facilities. An increase to location-based Scope 2
emissions also reflected the increased power usage at our Vietnam facility, reflecting less frequent power cuts in the year and
consequently lower reliance on diesel fuel to power back-up generators.
We report our emissions and energy intensity as tonnes CO
2
e/£m revenue and kWh/£m revenue. Our overall location-based
Scope 1 and 2 emissions intensity increased by 9% this year, while our energy intensity increased by 7%. The general energy
efficiency measures used to drive energy reductions are discussed in detail below.
•
the phasing out of fluorescent/compact lights and
installation of energy-efficient LED lights on our premises
and on neighbouring street lights;
•
enhanced testing for air leakage and the installation of
sensor door alarms to prevent loss of air conditioning and
the replacement of inefficient air-conditioning units;
•
modifications to chillers to set minimum
temperatures; and
•
relocation of operations in Silicon Valley and Orange
County to new facilities that are compliant with the
latest building regulations and feature energy-efficient
technologies to reduce energy costs and consumption.
XP Power’s new manufacturing facility in Perak,
Malaysia demonstrates the Group’s strong
sustainability credentials and alignment with leading
international building standards. Although located
outside Singapore, the facility has been developed
to align with the Singapore Green Building Index and
targets BCA Green Mark Gold certification, reflecting
XP Power’s commitment to energy efficiency and best
practice across its global estate.
The facility performs strongly on energy efficiency.
High-performance walls and glazing reduce heat gain
while maximising natural daylight, contributing to
lower cooling demand. Overall heat transfer through
the building envelope is approximately 10% better than
Singapore’s regulatory maximum. Cooling is provided
by a highly efficient, water-cooled air-conditioning
system, supported by smart controls that adjust
ventilation based on occupancy and enable continuous
performance monitoring.
Water efficiency measures are embedded across the
site. The facility incorporates rainwater harvesting for
landscape irrigation, alongside water-efficient fittings,
sub-metering and leak-detection systems to support
effective water management. Landscaping uses
drought-tolerant planting to minimise ongoing water
demand.
The facility also integrates measures to reduce wider
environmental impacts. Lower-carbon materials
have been used where feasible, including cement
with reduced clinker content and masonry products
containing recycled materials. Recycling facilities
and electric vehicle charging points are provided for
building users.
The building has been future-proofed, with a flat
rooftop designed to accommodate solar photovoltaic
panels in the future. Independent assessment by
Singapore’s Building and Construction Authority is
planned.
CASE STUDY
Scopes 1 & 2
42%
reduction
Net zero
Scope 3
25%
reduction
Net zero
56
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TCFD
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
This report, in conjunction with our net zero ambition, covers
our governance of climate change and demonstrates how we
incorporate climate-related risks and opportunities into our
risk management, strategic planning and decision-making
processes.
Specific details of our pathway to net zero are outlined in
our Transition Plan. We believe the following disclosure
is consistent with the TCFD All Sector Guidance and the
obligations under Listing Rule 6.6.6R(8). Additionally, they
fulfil the climate-related financial disclosure requirements
outlined in the Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022. This alignment is
further detailed in the TCFD cross-reference and disclosure
consistency summary provided above.
Governance
Board
level
XP Power has a robust governance structure to manage
its climate-related risks and opportunities. The Board
of Directors has overall responsibility and oversight of
climate-related risks and opportunities, all Group policies
(including the Environmental Policy) and all matters that
impact the strategy, risk management, vision and values of
the Group.
Climate change is a standing item on the Board agenda
and is discussed twice a year at scheduled Board meetings
and more regularly if anything more urgent is required,
such as signing off major capital expenditure. The flow of
information regarding climate-related issues occurs within
both the strategic and risk functions of the Group. The
Board monitors the Group’s sustainability strategy, progress
against key initiatives and performance in relation to the
net zero plan, and our sustainability scorecard. This ensures
climate-related issues are considered within strategy,
budgets, major capital expenditures and business plans. Polly
Williams, the Senior Independent Director, supported the
Board in this function throughout 2025. Through the risk
function, the Audit Committee integrates climate-related
issues into the Group’s risk management process and is
responsible for approving the Group’s TCFD disclosure.
Management
level
At management level, the Executive Leadership Team (ELT)
meets monthly to monitor progress and key sustainability
strategy actions, and reports to the Board. The Sustainability
Council supports the ELT with the Group’s sustainability
objectives. The Sustainability Council, which meets quarterly,
is a cross-functional team chaired by the CEO tasked with
the formation and successful delivery of our sustainability
action plan (including the net zero plan). The Council
monitors the policies, processes, objectives, targets and
KPIs lin
ked to our sustainability issues. By reviewing our
sustainability scorecard, the Council determines progress
against our plan, resolves issues, mitigates plan risks and
creates actions for the ELT, senior management and site
representatives. In relation to net zero, the sustainability
scorecard tracks our Scope 1, 2 and 3 emissions, renewable
electricity roll out, low-carbon product introduction, waste
reduction and supply chain initiatives.
Sitting below the Sustainability Council, sustainability reps
are appointed within each business unit and play an active
part in reporting and leading site-specific ESG initiatives.
Each representative is responsible for the regular monitoring
and reporting of site-specific sustainability metrics and
risks, as well as the implementation of site-level corporate
projects.
Risk
management
Our process for identifying and assessing
climate-related risks
Our external consultants, CEN Group, assisted in the
identification and analysis of climate-related risks and
opportunities, which were refined through Sustainability
Council consultation. XP Power considers climate-related
risks and opportunities in all physical and transition risk
categories (current and emerging) whether they occur within
our operations, upstream or downstream of the Group. Our
stakeholder engagement and desktop review ensure we are
aware of relevant or emerging risks. We assess risks within
our short-, medium- or long-term strategic planning horizons.
Typically, transition risks occur top down and are considered
at Group level. As part of operational risk assessments, the
Group undertakes site-level environmental risk assessments.
Our site-level analysis of physical climate risks enhances the
depth of insight into our global operations and, this year, no
physical climate-related incidents impacted our operations.
Climate-related risk management is integrated into the XP
Power risk management framework. Risks are assessed
in the same manner as other Group risks, so their relative
significance is comparable. This includes an assessment of
likelihood (on a five-point scale, low to high) and impact
(on a five-point scale, minor to severe), to ensure the
significance of climate-related risks is considered in
relation to risks identified during our standard risk
management processes. The same process is used to
assess climate-related opportunities. Climate-related
risks are included in the risk register and reviewed by the
Audit Committee to incorporate ongoing refinement and
risk quantification, and to ensure the register reflects
any material changes in the operating environment and
business strategy. Further details on each key risk and
opportunity, such as a quantification of the financial impact,
the appropriate strategic response, the cost of the response
and the variance of key risks regarding climate-related
scenarios, are provided where possible. We combine this
with the impact and likelihood assessment to determine
the treatment of each risk (e.g. mitigation, acceptance or
control) to help us prioritise resources to manage the most
material climate-related impacts. Other risks that require
further analysis are accepted within the Group’s business-
as-usual risk appetite. This year, we reviewed both our
transition and physical risks and opportunities to ensure
there was no change in exposure during the year.
Strategy
Climate-related
risks
and
opportunities
The identification of climate-related risks and opportunities
underpins our net zero strategy and the management of
these dovetails with our Net Zero Transition Plan; the
mitigation of climate-related risks and the development of
opportunities are effectively integrated into our strategic
planning. The analysis has helped focus our strategy
towards managing these issues. The time horizons for our
climate-related risk assessment are as follows:
Time
horizon Rationale
2026-2028 Short
term
In line with the existing risk
management time horizon and
specific business plan strategy
2028–2035
Medium
term
Encompasses XP Power’s
near-term emission targets
2035
Long
onwards term
Encompasses the Group’s net
zero by 2040 target and the UK
Government’s net zero by 2050
target
As part of our assessment of climate-related risks and
opportunities, we use climate scenario analysis to assess
the resilience of the Group’s business model and strategy to
climate change under different scenarios. Please see the risk
and opportunities tables on pages 58-62 for the implications
of this scenario analysis.
1
IEA (2025), World Energy Outlook 2025, IEA, Paris www.iea.org/reports/
world-energy-outlook-2025, Licence: CC BY 4.0 (report); CC BY NC SA
4.0 (Annex A)
In aggregate, our risk assessment and scenario analysis
shows that our overall climate risk exposure is moderate.
The Group is financially resilient and strategically robust
to climate change. We understand that, considering our
existing and planned mitigation strategies and net zero
action plan, any asset impacts are limited, and risks can be
accommodated in our business-as-usual activities. We do not
foresee any additional fundamental changes to our business
strategy or capital expenditure envelopes resulting from
climate change or net zero for the foreseeable future. No
effects of climate-related matters reflected in judgements
and estimates are applied in the Financial Statements.
We will continue to develop our analysis as new data
becomes available, internally and externally, and we will
continue to monitor our climate exposures and action plans
through the Group’s risk management framework. We will
continue to develop the opportunities identified in line with
Company strategy and objectives.
Transition
risks
and
opportunities
We have assessed the risks and opportunities arising from
the transition to a low-carbon economy, which may have a
material impact on the Group. Risks may carry financial, legal
and/or reputational impacts. Our Net Zero Transition Plan
helps mitigate transition-related risks. We used the following
two International Energy Agency (IEA) scenarios to perform
scenario analysis for our transition risks and opportunities.
Net Zero 2050 (NZE): a narrow but achievable pathway for
the global energy sector to achieve net zero CO
2
emissions
by 2050. This scenario meets the requirement for a “below
2°C” scenario and is used as a positive climate pathway.
NZE also informs the decarbonisation pathways used by the
Science Based Targets initiative (SBTi).
Stated Policies Scenario (STEPS)
1
: represents projections
based on the current policy landscape and is used as a base/
low-case pathway. Global temperatures rise by around 2.5°C
by 2100 from pre-industrial levels, with a 50% probability.
Assumptions
•
Scenarios often only provide high-level global and
regional forecasts.
•
Not all risks are easily subject to scenario analysis.
•
Scenario analysis analyses specific factors and models
them with fixed assumptions.
•
Impacts will be considered in the context of current
financial performance and prices.
•
Net impacts are assumed to occur with assumptions and
reduction initiatives from our Transition Plan to mitigate
risk exposure.
•
Impacts are modelled to occur in a linear fashion, when,
in practice, dramatic climate-related impacts may occur
suddenly after tipping points are breached.
•
The analysis considers each risk and scenario in isolation,
when, in practice, climate-related risks may occur in
parallel as part of wider set of potential global impacts.
•
Carbon pricing is informed by the Global Energy Outlook
2025 report from the International Energy Agency (IEA).
Board
Polly Audit
Williams Committee
Council
Cross-functional committee tasked with
representatives
Medium
Minor
Medium
High
Minor
High
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STRATEGIC
REPORT GOVERNANCE FINANCIALS
Transition
risks
identified
Transition
opportunities
identified
Response/actions we’re taking and how they are
managed
Low Scope 1 & 2 exposure, with a 42% reduction target
by 2030; near-zero market-based Scope 2 emissions
minimise carbon tax impact.
Scenario
implications
Carbon prices are expected to rise under NZE and STEPS,
impacting operations and supply chain.
Response/actions we’re taking and how they are
managed
Expanding global solar capacity lowers adoption costs,
enabling greater renewable generation; planned Vietnam
site installation will supply ~25% of electricity needs.
Scenario
implications
Global solar PV capacity is projected to double by 2030 under
STEPS and quadruple under NZE.
Risk
type
Policy and Legal
KPIs
Scope 1 and 2 emissions
Potential impact
on the business
Higher cost of inputs
Time
horizon
Medium term
Likelihood
Magnitude
of
impact
Risk
type
Energy source and
resilience
KPIs
Scope 2 emissions
% of renewable from total
electricity
Potential impact
on the business
Reduced direct costs
Time
horizon
Short to medium term
Likelihood
Magnitude
of
impact
Response/actions we’re taking and how they are
managed
Targeting 25% Scope 3 reduction by 2030 and net
zero by 2040; emissions reduced through product
innovation, supplier engagement, logistics and global grid
Scenario
implications
Carbon prices are expected to rise under NZE and STEPS,
impacting operations and supply chain.
Response/actions we’re taking and how they are
managed
Non-European sites use EACs, while European sites are
supplied via PPAs.
Scenario
implications
Global renewable energy investment is projected at $2.5tn by
2030 under NZE versus $1.7tn under STEPS.
decarbonisation.
Risk
type
Policy and Legal
KPIs
Upstream Scope 3
emissions
Potential impact
on the business
Higher cost of inputs
Time
horizon
Medium term
Likelihood
Magnitude
of
impact
Risk
type
Energy source
KPIs
Scope 2 emissions
% of renewable from total
electricity
Potential impact
on the business
Reduced direct costs
Time
horizon
Short to medium term
Likelihood
Magnitude
of
impact
Response/actions we’re taking and how they are
managed
Scope 2 emissions are cut via EACs, efficiency and onsite
renewables; use-phase emissions improve through
Scenario
implications
NZE accelerates policy and technology progress, while STEPS
poses higher risk due to slower development.
Response/actions we’re taking and how they are
managed
Supply routes are assessed to manage transportation
emissions
Scenario
implications
NZE offers greater opportunities than STEPS due to faster
investment, electrification and freight decarbonisation.
product design, and transportation emissions are reduced
via freight, travel and commuting initiatives.
Risk
type
Transportation
Potential
impact
on the business
Reduced costs
Time
horizon
Short to medium term
Likelihood
Magnitude
of
impact
Risk
type
Market and reputation
KPIs
Scope 1, 2 and 3 emissions
Potential impact
on the business
Lower profit margins
through increased costs
and lower revenue
Time
horizon
Long term
Likelihood
Magnitude
of
impact
KPIs
Scope 3 emissions –
upstream transportation
and distribution
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Carbon price impacts in own operations
XP Power is exposed to potential carbon prices within its direct operations.
Solar
power
The Group invests in solar where viable, reducing grid reliance, emissions, carbon tax exposure and operating costs.
Medium
Moderate
Carbon
price
impacts
in
the
value
chain
XP Power faces potential upstream carbon price impacts, increasing transportation and goods costs.
Purchased
renewable
energy
EACs reduce market-based Scope 2 emissions without capital investment
Moderate
Reduction of air freight
Shifting from air to sea freight provides reductions in both costs and emissions for the Group.
Low
Major
Risk
of
not
meeting
our
net-zero
target
Achieving net zero partly depends on emerging technologies and third parties; failure could raise costs, impact reputation
and affect investor confidence.
Medium-high
TCFD
CONTINUED
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REPORT GOVERNANCE FINANCIALS OVERVIEW
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Response/actions we’re taking and how they are
managed
Market and policy trends are expected to drive the
adoption of our low-carbon innovations, e.g. power
conversion efficiency legislation and future standards
Scenario
implications
NZE expects stronger enforcement of energy standards and
higher demand for efficient products, while STEPS anticipates
slower developments.
Response/actions we’re taking and how they are
managed
Site-specific and Group-wide initiatives, including
packaging reductions and enhancing energy efficiency.
Scenario
implications
NZE provides greater opportunities than STEPS due to
increased investment and a focus on energy-efficiency
measures.
are anticipated to extend to healthcare and industrial
applications.
Risk
type
Material efficiency
Potential
impact
on the business
Reduced costs
Time
horizon
Medium term
Likelihood
Magnitude
of
impact
Risk type
Products and
services, market
KPIs
Scope 3 emissions – use of
sold products, purchased
goods and services
Potential impact
on the business
Higher revenue
Time
horizon
Long term
Likelihood
Magnitude
of
impact
KPIs
Energy use Scope 1, Scope
2 emissions (location-
based) waste generation
Response/actions we’re taking and how they are
managed
Focus areas monitored to capitalise on opportunities
include wind turbines, 5G infrastructure and mobile
network densification
Scenario
implications
Electrification drives growth in NZE and STEPS, fuelled by
electric mobility, heating technologies and market confidence
in new technologies.
Response/actions we’re taking and how they are
managed
We engage with key suppliers to drive material and
energy efficiencies, as well as collaboratively develop
value-adding products.
Scenario
implications
Under NZE, increased regulatory and market pressure is
expected to encourage suppliers to engage and improve
efficiencies.
Risk
type
Market
KPIs
Revenue growth rate
Potential impact
on the business
Higher revenue
Time
horizon
Medium to long term
Likelihood
High
Magnitude
of
impact
Risk
type
Material efficiency and
products and services
KPIs
Scope 3 emissions –
Purchased goods and
services
Potential impact
on the business
Reduced costs
Time
horizon
Medium term
Likelihood
Magnitude
of
impact
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Energy
and
waste
savings
Energy efficiency and consumption reduction actions improve emissions at low or zero cost.
Minor
High
Minor
Electrification
Electrification is a global megatrend, creating opportunities and reducing reliance on fossil fuels in the transition to net zero.
Major
High
Minor
Supplier
efficiencies
We are committed to high supplier standards to reduce environmental risks and costs, enhancing long-term efficiency and
partnerships.
Innovation
for
lower
carbon
products
The Group’s NPI process targets lower-carbon products by improving efficiency and reducing component count, also limiting
upstream carbon pricing exposure.
Medium-high
Moderate
TCFD
CONTINUED
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Physical
climate-related
risks
We continue to use a location risk analysis tool to better understand the exposure of our sites and develop further mitigation
efforts. Our risk assessment evaluates site-specific exposure to natural hazards, and the evolution of climate risks under the
scenarios for global temperature rise. The scenarios embedded in the physical risks tool are as follows:
RCP 4.5
1
: an intermediate scenario, more likely than not to result in global temperature rise between 2°C and 3°C, by 2100.
RCP 8.5
1
: a bad case scenario where global temperatures rise between 4.1 and 4.8°C by 2100.
1
www.ipcc.ch/report/ar5/syr/.
Metrics
and
targets
Climate-related
metrics
We report on our Scope 1, 2 and 3 emissions. Our carbon
footprint is calculated using methodologies consistent
with the Greenhouse Gas (GHG) Protocol: A Corporate
Accounting and Reporting Standard, with additional guidance
from the GHG Protocol Corporate Value Chain (Scope 3)
Accounting and Reporting Standard and the GHG Protocol
Technical Guidance for Calculating Scope 3 Emissions, as
required. We measure all greenhouse gases as relevant and
our targets cover CO
2
, CH
4
, N2O and HFCs. Our Scope 1 and
Climate-related
targets
Our science-based, net-zero targets ensure that we are
aligned to the UK Government’s Net Zero Strategy and set
out our pathway to reaching net-zero GHG emissions ahead
of 2050. Our science-based targets were approved by the
Science Based Targets initiative (SBTi) in February 2024.
See the XP Power Transition Plan for further details on our
science-based targets and Transition Plan. In line with the
SBTi, our targets and Transition Plan do not use carbon
credits. While we do not plan such action, we may consider
Response/actions we’re taking and how they are
managed
Business interruption insurance, flexible production
shifts, adjusted working patterns and a new Malaysia site
enhance operational resilience.
Scenario
implications
Heavy rainfall is expected to be more frequent and intense
under RCP 8.5, increasing flood risk.
2 GHG emissions are derived from measured data sources
with no estimates. Most of our emissions are represented by
our Scope 3 emissions (99% of footprint) and, within that,
our downstream Scope 3 emissions associated with the use
phase of our products (77%). We calculated all applicable
using offsets to achieve additional emission reductions
beyond the science-based targets.
Our aim is to be net zero across Scopes 1, 2 and 3 by
2040 with minimal use of offsets. Our absolute emissions
reduction targets, which have been approved by the Science
Risk
type
Acute
KPIs
Approximate revenue
contribution
Potential impact
on the business
Lost production and
revenue
Time
horizon
Medium term
Likelihood
Magnitude
of
impact
Scope 3 categories for our 2025 carbon footprint. Five
Scope 3 categories of are not applicable to our business.
Four Scope 3 categories (Capital goods, Waste are generated
in operations, Processing of sold products and End-of-life
treatment of sold products), are excluded from our reporting
and our science-based targets as they are negligible and
collectively account for under c. 0.5% of our Scope 3
inventory. For more information on our emissions, see Energy
and Greenhouse Gas Emissions (pages 74-75).
We monitor additional environmental metrics including
emissions intensity, energy use, energy intensity, renewable
solar energy generation, freshwater withdrawal and waste
Based Targets initiative (SBTi), are to:
•
reduce absolute Scope 1 and 2 GHG emissions by 42%
by 2030 from a 2022 base year;
•
reduce absolute Scope 3 GHG emissions by 25% by 2030
from a 2022 base year; and
•
reach net-zero GHG emissions across the value chain
by 2040.
ESG targets are embedded in our Executive Leadership
Team’s remuneration. Part of this includes climate action.
For more information on our performance against these
Response/actions we’re taking and how they are
managed
Supplier exposure is mitigated through multiple sourcing,
strategic reviews of critical suppliers, and engagement
surveys assessing upstream emissions and risks.
Scenario
implications
RCP 8.5 projects more frequent extreme weather, increasing
risk exposure in key supply chain regions.
management, as reported on page 76. We report on our
annual launch products under our Product Carbon-Rating
system, designed for a lower-carbon economy, and the
lifetime emissions savings from the use of efficient products
(in relation to standard products) sold in the year as reported
on page 50.
targets, see Energy and Greenhouse Gas Emissions on
pages 74-75.
Risk
type
Acute
KPIs
N/A
Potential
impact
on the business
Lost production and
revenue
Time
horizon
Medium term
Likelihood
Magnitude
of
impact
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Flood
risk
Rosenheim (5% revenue) faces localised river flooding, which could disrupt operations and reduce output.
Medium
Moderate
Supply
chain
risks
Physical climate impacts may disrupt supply chains via affected supplier sites, transport or energy; metals supply is flexible,
but some specialised electronic components are less replaceable.
Medium-high
Vietnam
waste
and
plastic
reduction
XP Power implemented on-site segregation of hazardous,
recyclable and non-recyclable waste, with all streams
managed by licensed contractors. Employees were
provided with clear waste classification guidance to
support correct segregation at source. The Company also
restricted the use of single-use plastics across operations,
supporting responsible resource use and reduced
environmental impact.
TCFD
CONTINUED
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Waste
management
Our manufacturing processes produce relatively little waste,
but we are committed to reducing both non-hazardous and
hazardous waste where possible across our operations.
We have a specific Waste Management Procedure, which
outlines our risk prevention measures, how waste should
Waste
management
data
(tonnes)
638
530
Water
We do not consider water to be a material topic for our
business. We have a low water intensity in operations and,
unlike some of our electronics industry peers, we do not
use water in our products’ design, manufacture or service.
Our water use is almost entirely related to our employees
In 2025, our freshwater withdrawal increased by 7%. Water
withdrawal per employee was 24.4 m
3
, slightly above the
2024 intensity.
Actions
to
reduce water usage
We established a range of initiatives to reduce our water
be classified, handled, collected, stored and disposed. In
case of waste-related emergencies, employees follow the
“Emergency Preparedness and Response Control Procedure”.
Additionally, any employees involved in hazardous waste
disposal have appropriate personal protective equipment
(PPE) to protect them against environmental and health
and safety accidents. Our People and Organisation
326
276
261
52
46
208
313
254
(amenities, catering and personal consumption). Of our
11 facilities, our Southern California design centre is the
only facility in an area of extremely high-water stress
1
as
identified by the WRI Aqueduct Tool. As an R&D-focused
facility, its water requirements are minimal. Our Group’s
water policy is available at xppower.com/company/policies.
withdrawal and increase the amount of water recycled and
reused. In FY 25, these initiatives included the installation
of new water dispensers with flow metres, the separation of
deionised water from other wastewater to avoid unnecessary
treatment, and the installation of low-flow faucets and other
water-saving adaptations to employee amenities.
(P&O) department supervises annual training on waste
management with prompt additional training if procedures
or personnel change. Training includes waste management
Total
waste
recycled
Total
waste
incinerated
Total
waste sent
to landfill
Total waste
non-recycled
Total
waste
Global
water
metrics
and
targets
Our global freshwater withdrawal is outlined in the table
below. Our full data on water, including regional breakdown,
Biodiversity
We understand the importance of, and are committed to,
protecting the natural environment, preserving biodiversity
proficiency, including handling measures in emergency
situations and enhancing environmental awareness.
As part of our RBA-compliance approach, our facilities
undergo internal assessments aligned with RBA
requirements, applicable local regulations and XP Power
standards. These assessments include environmental aspects
such as waste management, air emissions and water.
A major waste source is excess solder from wave solder
machines, so-called “solder dross”, which is recycled into
new solder and reused. In 2025, we sent 9.8 tonnes of solder
dross for recycling and received 8.2 tonnes of recycled
solder back, which is an 83% recovery rate. We use activated
carbon and certain chemicals to clean flux from printed
circuit boards. These chemicals and their containers are
safely disposed of through a certified, licensed third-party
professional. In 2025, we had no reportable spills.
2025
2024
The figure below outlines XP Power’s waste by treatment
type. Full waste data can be found in our non-financial
performance indicators section on page 76. We are still
refining our processes for the collection and reporting of
waste data. Consequently, we expect some variability in the
waste data as coverage of reporting increases across sites.
We aim to reduce our waste intensity (Tonnes/$m) by 10%
year on year. However, in 2025, both total absolute waste
and total waste intensity increased from 2024 by 20% and
28%, respectively, primarily due to increase operation at our
Vietnam site.
are included in the non-financial metrics section on page 76.
2025 2024
Freshwater withdrawal (m
3
) 54,988
51,800
Freshwater withdrawal
intensity (per employee)
24
23
1
Assessed using the World Resources Institute’s (WRI) Aqueduct Water
Risk Atlas tool. Areas of extremely high-water stress, according to the WRI
definition, are where human demand for water exceeds 80% of resources.
and, where possible, minimising the potential negative
impact that our business may have on the environment.
We recognise that climate change, deforestation, land
degradation and water pollution each pose a severe threat
to the sustainability of important ecosystems, and that
business and industry contribute to this. We do not consider
biodiversity to be a material topic for our business. Our
biodiversity policy is also available at corporate.xppower.
com/sustainability/environment.
CASE STUDY
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CASE STUDY
In 2025, XP Power transformed its Environmental, Health and Safety (EHS) training approach by establishing a Global
EHS Programme that delivers universal standards across all locations, ensuring consistent practices, clear accountability
and site-level compliance worldwide. Each site was audited to verify adherence to these standards, and detailed
Standard Operating Procedures (SOPs) were developed for key EHS areas, providing clear guidance and a strong
foundation for ongoing compliance and operational excellence. This effort addressed previous inconsistencies in
site-specific training and created a unified framework aligned with XP Power’s Safety Begins with Me culture.
To support global deployment and accessibility, XP Power transitioned to a centralised Learning Management
System (LMS), replacing fragmented local training methods with structured, video-based courses. The LMS leveraged
AI-powered voice translation to support multiple languages and QR code access to ensure participation from employees
without regular computer access. In 2025, ten custom EHS training courses were developed and deployed globally
through the LMS, which achieved a 99% completion rate and ensured consistent EHS knowledge, expectations and
accountability across the organisation.
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
3.
PEOPLE AND WORKPLACE
How this strategic pillar links to the UN SDGs:
UN SDG 3 “Good health and wellbeing”, 5 “Gender equality”,
8 “Decent work and economic growth”, and 10 “Reduced
inequalities”
As a responsible employer, health and safety is of paramount
importance. Whether working on site or from home, we strive
to safeguard the health, safety and wellbeing of all our people
(including contractors).
Our health and safety programme is driven from the top, with ultimate
responsibility sitting with the Board.
Our c
orporate health and safety framework defines those who are responsible and
accountable at each of our key sites, while our Company procedures define the
minimum standards required. These can be summarised as follows:
•
Risk assessments are based on the activities performed at each site, which are
reviewed and updated annually.
•
An annual internal audit of health and safety processes is conducted at
each site to ensure they are in line with RBA requirements, applicable local
regulations and XP Power standards.
•
Health and safety metrics are recorded covering incidents and near misses,
and these are reported and analysed. The Board reviews these metrics at each
Board meeting.
•
Metrics related to walkthrough safety audits, fire drills and risk assessment
updates are recorded and monitored.
•
Consideration is given at each site to ergonomics, laboratory and electrical
safety, legal requirements, use of chemicals, use of equipment and tools, facility
preparedness and evacuation, and slips, trips and falls.
We are committed to maintaining a healthy and safe working
environment to minimise the number of occupational
accidents, diseases and illnesses, and ultimately achieve an
accident-free workplace. We have enhanced health and
safety at XP Power through improved product safety tracking,
and the use of health and safety consultants, advisers and
Auditors. XP Power’s Health and Safety Policy is available on
our website at xppower.com/company/policies.
All our employees have role-appropriate health and safety
training. The number of employees trained on health and
safety standards within 2025 is 2,336 (2024: 2,465), which
gives us a training completion rate of 99%.
Our full list of employee-related data can be found in our non-
financial performance indicators section on pages 77-79.
Safety
performance
We keep safety front of mind in everything we do and ensure
that employees actively recognise and manage risks to keep
everyone safe, with the ultimate aim of achieving no injuries
across our operations.
The safety of XP Power employees is paramount, and we
do everything we can to protect them. We have established
safety policies to ensure hazard control systems are effective
and to achieve our no injury goal. Our health and safety
performance this year highlights how our “Safety Begins with
Me” approach has strengthened engagement, empowered
individuals at every level, and further embedded a proactive,
people-focused safety culture across XP Power.
We ended 2025 with a global TRIR of 0.15, representing
a 64% reduction compared to 2024 (0.42 to 0.15). This
significant improvement reflects the continued maturation
of our EHS framework, stronger site-level engagement
and increased focus on hazard identification, training and
prevention. The sustained downward trend throughout
the year demonstrates meaningful progress in reducing
overall injury frequency. Our LTIR closed at 0.04, a 79%
reduction from 2024 (0.19 to 0.04). This result highlights
continued improvement in preventing more serious injuries
and reinforces the effectiveness of our controls, training and
leadership engagement across sites.
Absolute injury counts show a clear and sustained
improvement over time, with the most significant reductions
occurring in 2025. First Aid/Record Only cases declined
sharply from 55 in 2024 to 18 in 2025, while Medical
Treatment cases dropped from 11 to four. Lost Time injuries
were reduced to a single case in 2025, compared to five in
2024 and nine in 2023. These improvements were achieved
despite an increase in total hours worked compared to
2024, confirming that the reductions reflect meaningful
improvements in safety performance.
This ye
ar, we will continue to strengthen governance and
evolve our safety culture to ensure every employee goes home
safe each day.
Our health and safety statistics are reported below. The
figures cover all employees and contractors.
Health
and
safety
LTIR
1
and
TRIR
2
table
2025 2024
LTIR 0.04 0.19
TRIR 0.15 0.42
1
Lost-time Incident Rate (LTIR) is defined as total number of lost time incidents in a year, divided by the total number of hours worked, multiplied by 200,000.
We define a lost time incident as an incident that occur when a worker sustains a lost time injury that results in time off from work, or loss of productive work
2
Total Recordable Incident Rate (TRIR) is defined as total number of medical injuries, divided by the total number of hours worked, multiplied by 200,000.
Material issues UN SDGs
Board of
Directors
health and safety
programme at XP Power
Site leaders across 17 different sites
Responsible for health and safety
at the site and
that appropriate resources are available
Responsible for day-to-day health and
safety programme through a cross-functional team
People and Workplace
We ensure that XP Power is a
workplace in which our people can
be at their best. We maintain a safe,
diverse and inclusive environment,
which attracts and retains the best
talent.
Our sustainable business goal is to
improve the physical and mental
health of our employees, provide
them with a safe place to work and
create an environment in which our
people can be their best.
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
3.
PEOPLE AND WORKPLACE
CONTINUED
Health and wellbeing
We encourage our employees to have active lifestyles, and
we provide facilities and programmes designed to improve
wellbeing. These include sports facilities (e.g. basketball
courts), shower facilities on site and group events (e.g. softball
leagues and yoga sessions). At XP Power, the wellbeing of
our people is vital. Examples of initiatives run by our sites to
promote health and wellbeing amongst our employees are set
out below:
•
Our comprehensive Employee Assistance Programme
(EAP) provides confidential expert advice and
compassionate guidance 24/7, online or by phone.
The programme offers a complete support network, is
delivered in the relevant languages, and covers a wide
range of topics and resources for our employees and their
families.
•
Alongside the EAP, we offer a cycle-to-work scheme
within the business, which is beneficial for both employees
and employers through tax savings, health improvements
and environmental contribution.
•
We held our third European Fitness Challenge this year,
which encouraged a significant increase in physical activity
and the active collaboration of teams across the region.
•
In Vietnam, all employees completed a medical check-up in
Q4 2025.
•
Throughout the year, we focused on facilitating access
to mental health services and reducing the associated
stigma, with the appointment of four mental health first
aiders, flexible working arrangements for staff where
required, and team-building activities around culture and
staff wellbeing. At our German locations, we implemented
wellness initiatives such as a wellness pass, which provides
access to a wide range of fitness, health and relaxation
offerings, a health day offering services such as health
checks, ergonomic advice, and prevention workshops, and
team activities to support social and mental health.
Our people
We look after our employees, support their training and
development, recognise cultural differences, respect their
human rights and promote a fair working environment with
equal opportunities for all. As a global business, we capitalise
on our cultural differences and strive to make XP Power a
fulfilling workplace.
Engagement
Our vision is to deliver the ultimate experience for our
stakeholders. Through workforce engagement, our Board
listens to employees’ views and these are discussed when
decisions are made. Pauline Lafferty is the designated
Non-Executive Director responsible for workforce
engagement. As a former Chief People Officer, she is
passionate about employee engagement.
We use several methods to engage our people but derive high
value from our Gallup engagement survey, first conducted
in 2020. We use the survey to drive further employee
programmes and enhancements to our engagement and
retention. Participation rates were excellent again in 2025, at
93% (2024: 92%). This year, our engagement score was 4.15
out of 5.00
1
(2024: 4.03), putting us at the 54th percentile in
the Gallup database. We compare our year-on-year results
to observe consistent significant improvements in the
engagement levels of the people within our organisation. This
improvement is driven by engagement initiatives such as the
provision of monthly engagement calendars, opportunities
to provide feedback on GALLUP, and virtual and in-person
meet-ups to connect and check in with colleagues. Our
goal is to offer a consistent employee experience globally
and observe the current spread in results. We distribute
newsletters, hold townhalls and update the intranet to
further engage our employees and keep them informed of our
progress and sustainability-related information, such as plastic
reduction initiatives.
1
Results exclude Vietnam and China employees.
Labour
We are committed to the fair treatment of our employees.
We recognise the importance of work–life balance and offer
flexible working arrangements to allow employees to balance
their work and other priorities. The Group aims to eliminate
excessive working hours and respect national legislation and
industry-referenced maximum working hours standards.
Diversity and equality
Becoming a truly diverse and inclusive company is crucial
to supporting business growth and innovation, attracting
and retaining talent, and engaging customers. Different
experiences and perspectives allow us to explore options
and decisions more widely, which generates better outcomes
for the business and its stakeholders. We recognise the
cultural differences that exist in our global operations and
acknowledge that a diverse workforce reflects our markets
and will help us be successful.
We are committed to non-discrimination and offer equal
opportunities in all our employment practices, procedures
and policies. When hiring, promoting or considering business
partners, we choose the best candidate, irrespective of
age, race, national origin, disability, religion, gender, gender
reassignment, sexual preference, social background, political
opinion, marital status or membership/non-membership of
any trade unions.
We support initiatives that promote inclusion, engagement
and representation across the organisation. During 2025,
foundational work was completed to design a Women
Employee Resource Group (ERG), including defining its
purpose and structure. The ERG will formally launch in North
America in 2026 as a pilot programme and will provide a
platform for connection, development and engagement
aligned with business priorities.
In 2025, XP Power increased focus on International
Women’s Day through employee engagement activities
across sites in North America. This included an internal
leadership interview that highlighted the experiences
of our North America Controller, employee-submitted
stories celebrating inspirational women, and site-wide
participation to raise visibility and foster connection. We
shared activities, internally and externally, on social media
to reinforce engagement. During a year focused primarily
on restructuring rather than hiring, XP Power conducted
appropriate reviews to ensure workforce actions did not
disproportionately impact women or other underrepresented
groups. These efforts reflect our continued commitment to
fairness, equity and responsible people practices.
We have promoted inclusivity through initiatives such as
structured mentorship programmes, which enable more
experienced employees to share knowledge with junior
employees, multilingual communications and town halls,
cross-site workshops and visits, and flexible working
arrangements.
Our employees receive annual training on diversity through
our Code of Conduct training. Employees in the UK and
Europe receive bi-annual training on Equality, Diversity and
Inclusion. This course is CPD accredited and IIRSM and
Citation approved. In 2025, 59 employees completed this
training (2024: 57).
We will:
•
create an environment in which individual differences
and the contributions of all team members are recognised
and valued;
•
create a working environment that promotes dignity and
respect for every employee;
•
not tolerate any form of intimidation, bullying or
harassment, and will discipline those that breach this
policy;
•
make training, development and progression
opportunities available to all employees;
•
promote equality in the workplace, which we believe
is good management practice and makes sound
business sense;
•
encourage anyone who feels they have been subject to
discrimination to raise their concerns so we can apply
corrective measures; and
•
regularly review our employment practices and
procedures to maintain fairness.
The Group is supportive of flexible working, including
working from home, part-time and flexible hours according
to the requirements of the position. This commitment to
flexible working ensures that we recruit from a wider pool
of candidates with different personal circumstances. The
Group employs contract and temporary workers across
many locations to fill local requirements, sometimes for
short periods. We do this, particularly, in our manufacturing
facilities globally, to ensure we meet customer requirements.
Many temporary staff choose to become permanent
employees.
In the UK, we pay employees who have more than two years
of service maternity or adoption leave for three months at
100% of salary compared to the statutory six weeks at 90%
of salary. We also provide two weeks of paid paternity leave
at 100% of salary compared to statutory paternity leave of
two weeks at £151 or 90% of usual pay if lower.
We recognise the importance of pay equality and undertook
analysis around gender representation to help understand
our gender pay gap. We report our UK gender pay gap, even
though we have fewer than 250 employees in the UK and
are exempt from gender pay gap reporting. For 2025, our
mean gender pay gap is 43.8% and our median gender pay
gap is 43.8% (2024 mean: 36.4%, median 38%).
The Board oversees the Company’s Diversity Policy, which is
embedded in our Code of Conduct at corporate.xppower.com
CASE STUDY
In 2025, XP Power built on the strong foundation established in 2024 to further advance our global Environmental, Health
and Safety (EHS) programmes. Following the launch of the Safety Begins with Me programme, we implemented a unified
global EHS standard, strengthened governance and continued evolving our safety culture to ensure every employee goes
home safe each day. Throughout the year, initiatives were scaled, global processes were standardised and consistent safety
best practices were reinforced across all regions.
To drive engagement and celebrate site-level success, XP Power launched its first-ever Global Safety Day video contest.
The contest showcased creativity, collaboration and a proactive safety mindset across our global sites, bringing the Safety
Begins with Me programme to life through real employee experiences. Teams demonstrated how safety ownership,
leadership commitment, and employee involvement translated into meaningful actions on the shop floor and beyond.
The contest reinforced the impact of the Safety Begins with Me programme by highlighting shared accountability for
safety and encouraging peer-to-peer learning across regions. In parallel, 2025 also marked the global rollout of the Safety
Begins with Me observation programme and dashboards, which provided employees with practical tools to identify,
report and address safety risks. Together with the Global Safety Day campaign, these initiatives strengthened engagement,
empowered individuals at every level, and further embedded a proactive, people-focused safety culture across XP Power.
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Talent
and
career
management
We have a wealth of talented individuals working across
the business and recognise the importance of supporting
and developing the skills, knowledge and experience of
our teams. From our structured onboarding process, during
which managers identify a day-one buddy and build a
detailed initial training plan, to career conversations as part
of the annual review process, we commit to promoting
training and career development.
Developing our talent is key to our ongoing success. As a
key leadership responsibility, our line managers identify
high-potential employees, create development opportunities
and support internal progression. Talent management and
succession planning for the Executive Directors and Senior
Leadership team is reviewed and discussed at Board level.
We agree personalised people and organisation plans,
aligned with the attainment of the Group’s strategy, with all
our executive leaders.
We aspire to ensure that all XP Power employees receive
regular performance feedback. We run this alongside
our formal performance review process, through which
objectives are set, aligned and measured against our Core
Values and key business priorities. In most cases, employees
receive performance reviews twice or more in a year. 100%
of employees receive a performance review at least once a
year. We operate various bonus schemes, and all non-sales
commissioned employees are eligible to participate in our
general or executive bonus scheme. Healthcare benefits and
life assurance are provided according to the customs in the
regions in which we operate.
During the year, we launched a Leadership Programme for
Germany, which is designed to support our leaders and
strengthen their leadership capabilities. The programme
focuses on developing skills in areas such as people
management, communication and change management,
with the goal of enhancing team performance and overall
engagement.
In 2025, we had 18 apprenticeships and 43 interns (2024: 18
apprenticeships and 31 interns), and ran programmes in areas
such as finance, human resources, information technology
and logistics.
Average
training
time
(in
days)
per
employee
2025 2024
Global
Average number of
employees
2,062 2,303
Total hours 24,591
21,971
Hours per
employee
12
10
Days per employee 1.5 1.2
Freedom of association
We allow our employees to freely associate with any relevant
unions. The number and percentage of employees covered
by collective agreements in 2025 was 923 and 44.8%
(2024: 818 and 35.5%). See page 79 for a full breakdown of
employees covered by collective bargaining agreements by
region.
Community
partnerships
We believe that we should give back to the communities
we work in as they are an integral part of our lives.
We encourage all employees to get involved in local
environmental and community activities and we provide
every employee with a day’s paid leave so they can
contribute to a charitable or worthy cause in the community.
In June and July, we encouraged our employees to use their
volunteering day at a local charity called Greenshoots. The
charity serves to provide rehabilitation and training for adults
with recurring mental ill health or learning disabilities. We
help on site with general maintenance, such as painting,
weeding and building sheds.
Employees are encouraged to use their volunteering day to
support other charities that are close to their hearts. During
the year, XP Power supported Macmillan Cancer Support,
Breast Cancer Awareness and Crisis, which the Group
supported through coffee mornings, raffles, bake offs and
“Wear it Pink” days.
The Group and its employees made donations to local
charities totalling £8,860 in 2025 (2024: £4,003).
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for the year ended 31 December 2025
1,390
1,998
1,028
Europe
America
Asia
Total
Male Female Unknown Total
Executive
Total
Male Female
SUSTAINABILITY REPORT
This page provides a workforce summary. Full data can be found in our non-financial performance indicators on pages 77-79.
workers to total employees
2025 2024
2025 2024
Of the members of our Board, 38% are women, including in roles such as Chair of the Remuneration Committee, Senior
Independent Director and Designated Director for Workforce Engagement.
for the year ended 31 December 2025
Global
Average number of employees 2,062 2,303
Average number of temporary
or contract employees
187
263
Percentage of temporary
or contract employees to
permanent
9%
11%
Global
Average number of
employees
2062 2,303
Voluntary leavers 656
870
Voluntary turnover
32%
38%
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Material issues UN SDGs
Our sustainable business goal is to
have zero breaches of our Code of
Conduct and uphold the highest
standard of ethics and integrity.
We uphold the highest standards of
business ethics and integrity.
Ethics and compliance
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
SUSTAINABILITY REPORT
4.
ETHICS AND COMPLIANCE
How this strategic pillar links to the UN SDGs:
UN SDG 16 “Peace, justice and strong institutions” through
internationally promoting the rule of law and reducing
corruption and bribery in all forms
It is Company policy to conduct all business in an honest
and ethical manner. “Integrity” is the first of five core values
embedded into our culture, as well as our Code of Conduct
and the policies outlined in the following sub-sections.
To ensure our employees are aware of and understand the Code of Conduct, we
use our learning management system (LMS) to monitor all employees on their
annual Code of Conduct training. In 2025, employee compliance with the annual
Code of Conduct training was 93% (2024: 96%).
suppliers, who must comply with its provisions. In 2025,
Executive Management and the Board were not aware of any
instances of bribery and corruption.
Our UK and EU employees also conduct biennial training on
anti-bribery, which is CPD accredited and IIRSM approved.
In 2025, 49 employees conducted Anti-Bribery training
(2024: 79), 64 conducted Insider Dealing training and 308
conducted Fraud training.
Modern
slavery
The Board reviews and publishes an annual statement, which
sets our relevant and supporting policies to prevent slavery
or human trafficking in our own business and supply chains.
A copy of the latest Modern Slavery Statement is available on
the Company’s website at corporate.xppower.com
Human
rights
Human rights are at the heart of sustainable business. We
are committed to respecting human rights in accordance
with international principles, including the UN Guiding
Principles on Business and Human Rights, the UN Universal
Declaration of Human Rights, and the International Labour
Organisation’s Declaration on Fundamental Principles and
Rights at Work. Employees are trained on Human Rights
through our annual Code of Conduct training. No human
rights violation incidents were reported during 2025
(2024: 0). Our Human Rights Policy is available here:
corporate.xppower.com/ about-us/corporategovernance
various processes, software and hardware prevent data
security breaches and unauthorised access to the Group’s
systems and data. The Group holds regular cybersecurity
training and awareness to ensure that our employees remain
alert to threats. During 2025, the Group experienced no
cyber incidents (2024: 1).
Tax
transparency
The Group is compliant with all applicable tax laws and
regulations in all areas in which it operates or is required to
make filings. All required tax filings are made accurately and
on time with the relevant authorities. It is Group policy to
not engage in any aggressive tax planning or tax avoidance
schemes.
We prohibit tax avoidance through transfer pricing. All
intra-group transactions are priced on an arm’s length basis
in accordance with the Group’s internal transfer pricing
policies, which reflect internationally accepted transfer
pricing standards and local tax laws. We commit to not
transferring value created to low tax jurisdictions and not use
tax structures intended for tax avoidance.
Government
contracts
The Group has no direct relationships with any government
entity through which it sells products or services.
Whistleblowing
We provide an environment in which open, honest
communications are expected. Employees should feel
comfortable bringing forward any concerns regarding
violations of policies or standards and know that their
concerns will be taken seriously. They should be aware that,
when they have acted in good faith, we will protect them
from adverse repercussions and/or detrimental treatment,
as set out in our Code of Conduct. An independent
whistleblowing service is available to employees who cannot
raise issues of concern with their line manager or superior.
Our confidential whistleblowing programme “Speak Up” is
administered through an independent third party, which is
available 24/7. Speak Up runs in each operational country
and is available in each local language. This guarantees
that employees’ experiences of legal or ethical misconduct,
such as discrimination, are heard and acted upon quickly.
Concerns can be raised anonymously online or by phone.
The Audit Committee is responsible for monitoring
whistleblowing, and compliance matters are regularly
reviewed by the Board. A whistleblowing report is
automatically distributed to the Chair of the Audit
Committee by the independent third-party provider. It is then
reviewed and assigned to management or an independent
third party for further investigation and response as required.
Whistleblowing and Fraud is a scheduled agenda item at
Audit Committee meetings. The Company takes appropriate
action regarding all upheld qualifying disclosures. In 2025,
there were two whistleblowing reports (2024: five), relating
to discrimination. Both reports were investigated and closed.
While the reports highlighted that effective processes for
handling concerns were established, they indirectly led to the
re-launch of the Ethics & Speak Up process, and updates to
the formal reporting process through NAVEX to ensure that
all employees had knowledge of the process. We provided
counselling for managers to ensure that issues are raised
promptly, with a review of expectations and training for line
managers to manage issues quickly and sensitively.
Anti-bribery
and
corruption
XP Power has a zero-tolerance approach to bribery and
corruption, and is committed to acting professionally, fairly
and with integrity in all business dealings and relationships,
enforcing effective systems to counter bribery. Our policy
on anti-bribery and corruption is embedded in our Code
of Conduct, which includes numerous examples to ensure
employees understand what is and is not acceptable. Our
Code of Conduct requirements are communicated to our
Information
systems
and
technology
The Group has appropriately robust and secure information
technology (IT) systems but acknowledges that no IT
system can be completely secure. The Group IT Director is
responsible for the integrity and security of the IT systems
and communications network. The Group has penetration
testing, data back-up and recovery processes in place and
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OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
KEY NON-FINANCIAL
PERFORMANCE INDICATORS
Environmental
data
Emissions
and
energy
The Group has prepared this section for the reporting period 1 January 2025 to 31 December 2025. The Group defines its
organisational boundary using an operational control approach with no material omissions from within the organisational
boundary of the Group. We report on all material GHG emissions sources and GHG emissions have been calculated from
business activities in accordance with the principles and requirements of the World Resources Institute (WRI) GHG Protocol:
A Corporate Accounting and Reporting Standard (revised version) and Environmental Reporting Guidelines: Including
Streamlined Energy and Carbon Reporting requirements (March 2019). The information in this section and tables in our key
non-financial performance indicators on pages 74-79 address our requirements under Part 7 of the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations 2013 and under the UK’s Streamlined Energy and Carbon Reporting
(SECR). In line with the Greenhouse Gas Protocol, we continue to review our reporting considering any changes in business
structure, calculation methodology and the accuracy or availability of data. We have verified our Scope 1, 2 and 3 emissions
for 2024 in accordance with the requirements of “Limited Assurance” procedures by Carbonology. The verifications were
performed in accordance with ISO 14064-1: 2019 and may represent minor differences to those reported in the 2024 Annual
Report. Please see www.xppower.com/company/certification for more information.
Environmental
data
continued
2025 2024
2025 2024
1
All electricity consumed is either covered by EACs, generated by solar or purchased from renewable contracts
Energy
consumption
(kWh)
UK
Global
(excl
UK)
Group
Total
UK
Global
(excl
UK)
Group
Total
Total
renewable
fuels
consumption
(kWh)
0
0
0
0
0
0
Diesel
0
3,702
3,702
0
5,603
5,603
Gas
0
1,796,071
1,796,071
21,929
1,640,772
1,622,701
Propane
0
481,796
481,796
0
381,448
381,448
Total
non-renewable
fuels
consumption
(kWh)
0
2,281,569
2,281,569
21,929
2,027,823
2,049,751
Total
fuels
consumption
(kWh)
0
2,281,569
2,281,569
21,929
2,027,823
2,049,751
Consumption of purchased or acquired
electricity renewable
0
475,885
475,885
0
489,045
489,045
Consumption of self-generated non-fuel
renewable energy (solar)
26,829
33,514
60,343
27,887
28,606
56,493
Consumption of purchased or acquired
electricity non-renewable
97,926
10,905,502
11,003,428
87,443
10,859,607
10,947,050
Total
electricity
consumption
(kWh)
124,755
11,414,901
11,539,656
115,330
11,377,258
11,492,588
Consumption
of
purchased
or
acquired
heating
(kWh)
0
94,639
94,639
0
63,808
63,808
Total
renewable
energy
consumption
(kWh)
26,829
509,399
536,228
27,887
517,651
545,538
Total non-renewable energy
consumption (kWh)
97,926
13,281,711
13,379,637
109,372
12,951,237
13,060,609
Total
energy
consumption
(kWh)
1
124,755
13,791,110
13,915,865
137,259
13,468,888
13,606,147
%
renewable
electricity from
total
electricity
100%
100%
100%
24%
100%
96%
% On-site solar generation
22%
0.29%
1%
24%
0.25%
0%
% Renewable electricity purchased
0%
4%
4%
0%
4%
4%
% Electricity purchased covered by Energy
Attribute Certificates (EACs)
78%
96%
95%
0%
95%
95%
% Grid electricity from total electricity
78%
96%
95%
76%
95%
95%
Energy intensity ratio (per Group
turnover) £m
58,966
55,019
Operational
emissions
UK
Global
(excl
UK)
Group
Total
UK
Global
(excl
UK)
Group
Total
Scope
1 fugitive emissions (tCO
2
e)
2
87
89
9
188
197
Scope
1 combustion emissions (tCO
2
e)
0
433
433
4
384
388
Total
Scope
1
(tCO
2
e)
2
520
522
13
572
585
Scope 2 market based (tCO
2
e)
0
0
0
6
0
6
Scope
2 location based (tCO
2
e)
17
5,482 5,499
18
5,139 5,157
Scope
2 purchased heat and steam (tCO
2
e)
0
17
17
0
11
11
Total
Scope 2 – Market based (tCO
2
e)
0
17
17
6
11
17
Total
Scope 2 – Location based (tCO
2
e)
17
5,499
5,516
18
5,151
5,169
Total
Scopes 1 & 2 – Market based (tCO
2
e)
2
537
539
19
584
602
Total
Scopes 1 & 2 – Location based (tCO
2
e)
19
6,019
6,038
31
5,723
5,754
Scope
3
emissions
(tCO
2
e)
1. Purchased goods and services
69,682
63,637
3. Fuel
-and-energy-related activities (not
included in Scope 1 or 2)
1,288
1,204
4. Upstream transportation and distribution
3,065
2,367
6. Business travel
284
441
7. Employee commuting
2,549
2,764
11. Use of sold products
256,577
290,817
Upstream Scope 3 (tCO
2
e)
76,865
70,413
Downstream
Scope 3 (tCO
2
e)
256,577
290,817
Total
Scope
3
(tCO
2
e)
333,442
361,230
Total Scope 1, 2 & 3 – Market based (tCO
2
e)
333,981
361,832
Total Scope 1, 2 & 3 – Location based (tCO
2
e)
339,480
366,984
Scope 1 + 2 GHG Emissions Intensity ratio
(location-based) (per Group turnover) £’m
25.6 23.3
76
77
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Power Annual
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&
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XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE
FINANCIALS
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
FINANCIALS
KEY NON-FINANCIAL
PERFORMANCE INDICATORS
CONTINUED
Environmental
data
continued
Social
data
Freshwater
withdrawal
2025
2024
Health
and
safety
training
2025
2024
Europe
284
233
Asia
1,710
1,775
US
342
457
Global
2,336
2,465
Waste
generation
(tonnes)
2025
2024
Hazardous
Waste
Non-Hazardous Waste
56
592
18
513
Total
Waste
648
530
Hazardous
Waste
Intensity
ratio
(per
Group
turnover)
£m
0.24
0.07
Waste
Treatment/disposal
(tonnes)
2025 2024
Hazardous Waste recycled
40
13
Hazardous Waste incinerated
5
3
Hazardous Waste sent to landfill
1
1
Non-Hazardous Waste recycled
249
263
Non-Hazardous Waste incinerated
46
43
Non-Hazardous Waste sent to landfill
250
207
Solder sent for internal recycling
10
8
Recycled waste (solder) received and used
8
5
Internal rate of recovery of solder (%)
83%
72%
Solder dross disposed
1
2
2
Total
Waste
recycled
326
276
Total
Waste
incinerated
51
46
Total
Waste
sent
to
landfill
261
208
Total
Waste
non-recycled
313
254
Total
Waste
638
530
1
Transferred to treatment contractor for recycling.
Full-time
employee
voluntary
turnover
percentage
(%)
2025
2024
Average number of employees
287
319
Europe
Voluntary leavers
17
17
Voluntary turnover
6%
5%
Average number of employees
1,396
1,522
Asia
Voluntary leavers
603
793
Voluntary turnover
43%
52%
Average number of employees
379
463
US
Voluntary leavers
36
60
Voluntary turnover
10%
13%
Average
number
of
employees
2,062
2,303
Global
Voluntary
leavers
656
870
Voluntary
turnover
32%
38%
Number
and
percentage
(%)
of
contract
or
temporary
workers
to
total
employees
2025 2024
Average number of employees
287
319
Europe
Average number of temporary or contract employees
18
17
Percentage of temporary or contract employees to permanent
6%
5%
Average number of employees
1,396
1,522
Asia
Average number of temporary or contract employees
161
226
Percentage of temporary or contract employees to permanent
12%
15%
Average number of employees
379
463
US
Average number of temporary or contract employees
8
21
Percentage of temporary or contract employees to permanent
2%
5%
Average
number
of
employees
2,062
2,303
Global
Average
number
of
temporary
or
contract
employees
187
263
Percentage
of
temporary
or
contract
employees
to
permanent
9%
11%
UK
43
360
Germany
1,850
2,057
China
14,731
11,793
USA
5,058
8,539
Vietnam
30,832
26,193
Singapore
2,475
2,682
Global (excl UK)
54,946
51,265
Group
Total
54,989
51,625
Water
Intensity
ratio
(per
Group
turnover)
£m
233.0
209.2
Water Intensity ratio
(per employee)
24.4
22.4
78
79
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XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
KEY NON-FINANCIAL
PERFORMANCE INDICATORS
CONTINUED
Social
data
continued
UK gender pay gap – April 2025
Male
(hourly
pay)
Female
(hourly
pay)
Total
Male
%
Female
%
Social
data
continued
Average
training
time
per
employee
2025
2024
Lower quartile pay band
11 14 25 44% 56%
Lower-middle quartile pay band
10 15 25 40% 60%
Upper-middle quartile pay band 17 8 25 68% 32%
Upper quartile pay band 20 5 25 80% 20%
Total 58 42 100 58% 42%
2025 2024
Employees
by
gender
and
region
Male Female Total Male Female Total
Europe
165
86
272
180
98
303
North America
209
113
336
264
139
420
Asia
654
736
1,390
613
802
1,415
Total
1,028
935
1,998
1,057
1,039
2,138
2025 2024
Gender
diversity
statistics
1
Male Female Total Male Female Total
Board
5
3
8
4
4
8
Executive Management
5
1
6
5
1
6
Management
48
15
65
69
19
91
All other
972
919
1,924
980
1,019
2,038
Total
1,030
938
2,003
1,058
1,043
2,143
Board
63%
38%
50%
50%
Executive Management
83%
17%
83%
17%
Management
74%
23%
76%
21%
All other
51%
48%
48%
50%
Total
51%
47%
49%
49%
1
There are a total of 35 undisclosed employees, 2 of whom are in the management layer and the remaining 33 are in ‘All other’ layer.
Freedom
of Association
2025
2024
Average number of employees
287
319
Europe
Average number of employees covered by collective agreements
0
0
Percentage of employees covered by collective agreements
0%
0%
Average number of employees
1,396
1,522
Asia
Average number of employees covered by collective agreement
923
818
Percentage of employees covered by collective agreements
66%
54%
Average number of employees
379
463
US
Average number of employees covered by collective agreement
0
0
Percentage of employees
0%
0%
Average
number
of
employees
2,062
2,303
Global
Average
number
of
employees
covered
by collective
agreement
923
818
Percentage
of employees
45%
36%
Average number of employees
Europe
Global
Total hours
Hours
per employee
Days per employee
Average
number of employees
Total
hours
Hours
per employee
Days per employee
Average
number of employees
Total
hours
Hours
per employee
Days per employee
Total
hours
1.2
11,273
1.0
10,588
3.5
2,062
12
1.5
1.0
15,411
1.3
1.1
2,303
10
1.2
SASB INDEX
OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS OVERVIEW
STRATEGIC
REPORT GOVERNANCE FINANCIALS
Topic Metric Category
Unit
of
measure Code
2025
response
80
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&
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81
for the year ended 31 December 2025
Energy
Management
Hazardous
Waste
Management
Total energy consumed
Percentage grid electricity
Percentage renewable energy
Amount of hazardous waste generated
Percentage recycled waste
Number and aggregate quantity of
reportable spills
Quantity recovered (long-term
activities
to remediate spills that occurred
in years prior to the reporting period
but
for which remediation activities are
ongoing)
Number of recalls issued
Total units recalled
Total amount of monetary losses as a
result
of legal proceedings associated with
product safety
Percentage of products by revenue that
contain IEC 62474 declarable substances
Gigajoules
(GJ),
Percentage
(%)
RT-EE-130a.1 Page 75
Metric tonnes
(t)
Percentage
(%)
Number,
Kilogrammes
(kg)
RT-EE-150a.1
Page 76
RT-EE-150a.2
Page 64
Presentation
currency
RT-EE-250a.1
RT-EE-250a.2
Management
Quantitative Percentage RT-EE-410a.1 Not
reported
Business
Ethics
revenue,
certified to an energy efficiency
Revenue
from renewable energy-related
and energy efficiency
-related products
Description of the management of
risks
associated with the use of critical
materials
bribery
and (2) anti-competitive behaviour
Total amount of monetary losses as a
result
of legal proceedings associated with
bribery or corruption
Total amount of monetary losses as a
result
of legal proceedings associated with
anti
-competitive behaviour regulations
Total amount of monetary losses as a
result
of legal proceedings associated with
anti-competitive behaviour regulations
Percentage
(%) by revenue
RT-EE-410a.2
Page 50
Discussion
and analysis
Presentation RT-EE-410a.3
currency
Materials
Sourcing
RT-EE-440a.1
Page 52
Discussion
and analysis
RT-EE-510a.1 Page 72
Presentation
currency
RT-EE-510a.2 Zero
Presentation
currency
RT-EE-510a.3 Zero
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
Governance
Report
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Power Annual
Report
&
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for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
83
for the year ended 31 December 2025
CONTENTS
GOVERNANCE AT A GLANCE
84
BOARD AND COMMITTEE ATTENDANCE
85
INTRODUCTION TO GOVERNANCE
86
BOARD OF DIRECTORS
88
CORPORATE GOVERNANCE REPORT
91
SECTION 172(1) STATEMENT 98
NOMINATION COMMITTEE REPORT
105
AUDIT COMMITTEE REPORT
110
REMUNERATION COMMITTEE REPORT
117
DIRECTORS' REPORT 141
DIRECTORS' RESPONSIBILITIES STATEMENT 145
1
3
3
5
5
7
Male
Female
Data as at 2 March 2026.
Asian
56+
as at 2 March 2026
Pauline Lafferty (December 2019)
Jamie Pike (March 2022)
Sandra
Breene (October 2022)
Daniel Shook (January 2025)
Charlotta Ginman (January 2026)
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
GOVERNANCE AT A GLANCE
Our Board
The Board and its Committees comprise a diverse and highly experienced membership,
providing valuable external perspectives and enabling strategic challenge and oversight.
Board
member
skills
Gavin
Griggs
Matt
Webb
Andy
Sng
Jamie
Pike
Pauline
Lafferty
Sandra
Breene
Daniel
Shook
Charlotta
Ginman Total
2025
Board
and
Committee
attendance
The attendance at each Board and Committee meeting for the year ended 31 December 2025 is set out in the table
below. Beyond formal meetings, the Board also received presentations from the wider business and external advisers.
Key areas and activities covered by the Board to support our strategy during the year are detailed on pages 94–97.
Audit
Member Board Committee
Remuneration
Committee
Nomination
Committee
Jamie Pike
4/4
3/3
Gavin Griggs
4/4
Matt Webb
4/4
Andy Sng
4/4
Pauline Lafferty
4/4
4/4
5/5
3/3
Polly Williams
4/4
3/4
4/5
2/3
Sandra Breene
4/4
4/4
3/3
Amina Hamidi
1
3/3
4/4
2/2
Daniel Shook
4/4
4/4
5/5
3/3
1
Stepped down from the Board on 2 October 2025.
84
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Power Annual
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&
Accounts
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Power Annual
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&
Accounts
85
for the year ended 31 December 2025
Power electronics
3
Industrial tech
6
Risk management
7
Strategic human resource
management
7
Business development and
managing growth
8
Prior public company
experience
6
Investor relations
5
Financial
4
ESG and climate experience
7
Through active oversight, the Board ensures that our culture
reflects our values and supports long
-term sustainable
performance.
The Board demonstrated decisive leadership to support proactive
action in response to continuing challenging market conditions,
maintaining focus on the delivery of the Group’s strategy, and
positioning the business for market recovery.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
INTRODUCTION
TO
GOVERNANCE
During challenging conditions,
we maintained disciplined focus
on strategy and governance,
positioning XP Power for growth.
JAMIE
PIKE
CHAIR
I am pleased to present our Governance Report for the
financial year-ended 31 December 2025. This report
describes how the Group is managed and outlines our
approach to governance and culture, together with the
framework that supports XP’s operations.
The Board remains firmly committed to maintaining high
standards of governance across the Group. Together with
the Strategic and Committee Reports, this report explains
how the Company has applied the principles and provisions
of the UK Corporate Governance Code 2024 (the Code)
issued by the Financial Reporting Council. I am pleased to
confirm that the Company maintained full compliance with
the Code throughout 2025. As part of this assessment, the
Board considered the Code’s guidance on independence
and concluded that all its Non-Executive Directors were
independent. For further information, please see page 103.
Positioning
for
growth
In my opening statement on pages 8 to 9, I provide an
overview of business in 2025. The Board has addressed
several key decisions in response to the challenging market
conditions over the last two-to-three years. These have
included the exit from the RF market, restructuring of our
supply chain through completing the construction of our new
production facility in Malaysia and the closure of our facility
in China. Alongside these decisions, the Board and senior
management have maintained their focus on controllable
elements of the business, which places XP in a strong
position as we begin to see signs of improvement in our end
markets. Appropriate corporate governance and effective
Board leadership have empowered the Executive Leadership
Team to execute the key strategic decisions made, supporting
the implementation of operational changes.
Purpose and culture
The Board is responsible for promoting the Company’s long-
term sustainable success, creating value while having regard
to the interests of all stakeholders in its decision making. To
achieve this, we focus on our vision: “To be the first-choice
power solutions provider, delivering the ultimate experience
to our customers and our people”, and our purpose:
“Powering the world’s critical systems”.
The defined core values that shape our culture are Integrity,
Knowledge, Speed, Flexibility and Customer Focus. The
Board and senior management monitor our culture alongside
workforce policies and practices and are satisfied that they
consistently align with the Company’s purpose, strategy
and values.
Board
composition
Throughout 2025, the Board’s skills and experience
were assessed to ensure we have the right balance and
composition with succession plans in place. In October 2025,
Amina Hamidi stepped down as a Non-Executive Director
after serving three years, following a promotion to a new role
with her current employer.
As part of succession plans for the role of Senior
Independent Director, Polly Williams retired from the Board
in February 2026 after over nine years with the Group.
I would like to express my thanks to Amina and Polly for their
service, support and contribution over the years.
The appointment of a new Senior Independent Director
followed a thorough search process, at the conclusion
of which the Board was pleased to appoint Charlotta
Ginman as a Non-Executive Director and SID designate.
Charlotta joined as a member of the Audit, Remuneration
and Nomination Committees from 1 January 2026 and
succeeded Polly Williams as Senior Independent Director
from 26 February 2026. Polly supported Charlotta during her
transition to this important role. Charlotta is an experienced
Non-Executive Director with a strong financial background.
She has held Non-Executive roles with a broad range of
international companies across several sectors, including
technology, healthcare and financial services. Prior to that,
she worked in investment banking and held senior finance
and management roles within the telecommunications
industry. Full details of the recruitment process, succession
and transition planning, and our commitment to diversity
are outlined in the Nomination Committee Report on pages
105–109.
Board
effectiveness
Considering changes to the Board’s composition during the
year, the Board agreed to conduct an internal review of its
performance and effectiveness in 2025. Further information
and an explanation of the process and findings are outlined in
the Nomination Committee Report on page 109. The review
confirmed that we continue to operate effectively as a Board
in accordance with good corporate governance principles.
As Chair, I am pleased to see a culture of open dialogue and
supportive relationships with Executive management.
Looking ahead, our clear strategy, continued progress in new
product development, and culture and governance, which
underpin the business, position us well for the next phase of
the business’s development and to take advantage as market
conditions recover.
JAMIE
PIKE
CHAIR
2 March 2026
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for the year ended 31 December 2025
The Board actively engages with stakeholders to understand their
perspectives and inform decision making in line with our strategy.
Charlotta Ginman joined the Board on 1 January 2026 and in
line
with succession plans, succeeded Polly Williams as Senior
Independent
Director on 26 February 2026 when Polly retired
from the Board.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
BOARD OF DIRECTORS
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for the year ended 31 December 2025
Pike
Chair
date:
Executive:
Nomination (Chair)
Jamie spent nine years with
Burmah Castrol, becoming Chief
Executive of Burmah Castrol
Chemicals before leading the
buy-out of Foseco in 2001 and its
subsequent IPO in 2005. Prior to
that, he was a partner at Bain &
Company.
Jamie has held the role of Chair
at
several public companies; he was
Chair of the Board at Spirax
Group
plc until December 2024.
He holds an MBA from INSEAD
and is a Member of the Institute
of Mechanical Engineers.
Jamie is currently Chair of the Board
at IMI plc.
Griggs
date:
31 October 2017 as CFO.
Appointed CEO from 1 January 2021
Executive:
Executive
Gavin is a qualified accountant
who has worked in a range of
acquisitive, growth-focused
businesses with an international
footprint across several industries.
He has held senior finance and
strategy roles at Alternative
Networks, Daisy, Logica, Sodexo,
PepsiCo and SABMiller.
Gavin has served as CFO of
three fast-growth technology
businesses.
October 2017 and became CEO
in
None.
Matt Webb
date:
5 October 2023
Executive:
Executive
Matt is a Chartered Accountant
and holds a degree in Engineering
from Oxford University.
He has a broad strategic and
operational skill set, with over
25 years’ experience within
international businesses at group
and divisional level.
Matt held strategic and financial
roles at BPB plc, Saint-Gobain and
Ferguson plc, including Finance
Director for Ferguson’s largest
US division. He served as CFO at
Luceco plc, a FTSE Main Market
designer and manufacturer of
LED
lighting, EV charging equipment
and electrical wiring devices,
from
February 2018 until April 2023.
None.
date:
1 January 2016
Executive:
Audit, Remuneration, Nomination,
Board representative for ESG
Polly is a Chartered Accountant
and a former Partner at KPMG
LLP. She resigned from her
partnership in 2003 and has
since held several Non-Executive
Directorship roles.
She formerly acted as Non-
Executive Director for Jupiter
Fund Management plc between
2015 and 2022.
Polly is currently a Non-Executive
Director at Royal Bank of Canada
Europe Ltd and ClearBank Group
Holdings Limited, Senior
Independent
Director and Audit Committee Chair
at The Rugby Football Union and
Non-Executive Director and Audit
Committee Chair at Videndum
plc. She is also a Trustee and Chair
of the Audit, Investment and
Risk Committee for The Duke of
Edinburgh Award.
Ginman
Director
date:
1 January 2026
Executive:
Audit, Remuneration, Nomination
Charlotta is an experienced
Non-Executive Director and
Chartered Accountant.
She has held Non-Executive
roles with a broad range of
international companies across
several sectors, including
technology, healthcare and
financial services.
Previously, Charlotta worked in
investment banking and held
senior finance and management
roles at Nokia and Vertu.
External appointments:
Charlotta is currently a
Non-Executive Director of
BOKU Inc, JPMorgan India
Growth & Income plc, Gamma
Communications plc and VinaCapital
Vietnam Opportunity Fund Ltd.
While Charlotta currently serves
on five boards, two of these
appointments are with investment
trusts that typically hold no more
than four to five board meetings
a year and, accordingly, she has
sufficient capacity to devote
appropriate time and attention to
each role.
Sng
date:
Executive:
Executive
Andy has over 22 years’
experience in the power
converter
industry.
He graduated from Nanyang
Technological University with a
degree in Electrical and Electronic
Engineering, and an MBA from
Manchester Business School.
Prior to joining the Group, Andy
held technical and commercial
roles with Silicon Systems
(Singapore) and Advanced Micro
Devices (Singapore).
None.
Board
changes
Amina Hamidi stepped down from the Board on 2 October 2025.
Charlotta Ginman was appointed to the Board on 1 January 2026 and succeeded Polly Williams as Senior Independent
Director on 26 February 2026.
Polly Williams retired from the Board on 26 February 2026.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
BOARD OF DIRECTORS
CONTINUED
CORPORATE GOVERNANCE REPORT
Pauline
Lafferty
Independent Non-Executive
Director
Appointment
date:
3 December 2019
Executive/Non-
Executive:
Non-Executive
Committee membership:
Remuneration (Chair), Audit,
Nomination, designated NED for
Employee Engagement
Skills
and
experience:
•
Pauline was formerly Chief People
Officer at The Weir Group plc, a
position she held between 2011
and 2017.
•
Between 1998 and 2011, she
worked in executive search for
The Miles Partnership and Russell
Reynolds Associates. Prior to that,
she worked in supply chain roles
for Digital Equipment Corporation
and Motorola.
•
Pauline previously acted as Chair
of the Remuneration Committee
at Scottish Event Campus Limited
and as a Non-Executive Director
at Centurion Group.
External
appointments:
Pauline is currently a Non-Executive
Director and Remuneration
Committee Chair at Breedon
Group plc, where she is the
designated NED for Employee
Engagement.
Daniel
Shook
Independent Non-Executive
Director
Appointment
date:
1 January 2025
Executive/Non-
Executive:
Non-Executive
Committee
membership:
Audit (Chair), Remuneration,
Nomination
Skills
and
experience:
•
Daniel was previously Chief
Financial Officer at IMI plc,
the FTSE 100 international
engineering group, a position
he held between 2015 and
1 August 2025. He has extensive
financial management experience
and knowledge of complex
manufacturing processes across a
range of global industrial sectors.
•
Prior to this, Daniel was CFO
and a member of the Executive
Board at Borealis AG, having
previously held senior financial
and management roles at The
BOC Group plc. Daniel was a
Non-Executive Director and
Audit Committee Chair of Ultra
Electronics Holdings plc from
2019 to 2022.
External
appointments:
None.
Sandra
Breene
Independent Non-Executive
Director
Appointment
date:
11 October 2022
Executive/Non-
Executive:
Non-Executive
Committee
membership:
Audit, Nomination
Skills
and
experience:
•
Sandra is currently President of
Consumer Care at Croda.
•
Prior to this, she spent three years
as President of Regional Delivery
and four years as President of
the Personal Care Division and
President of Croda in North
America. Sandra has over 30
years’ experience working across
Croda’s market sectors in a variety
of commercial roles, giving her
an extensive understanding of
customer needs.
•
Sandra took an instrumental
role on numerous acquisitions
conducted by Croda, and spent
five years living and working in
Asia, providing her with valuable
insight into emerging markets and
cultural differences.
•
Sandra holds an MBA and has a
BSc in Chemistry.
External
appointments:
Sandra is currently a Trustee Director
at Edukos Education Trust.
Corporate Governance Statement 2025
The primary remit of the Board of Directors is to provide direction to shape the Group’s strategy and to ensure this is
executed effectively within a structure that is well controlled, mitigates risk and upholds corporate and social responsibility.
Good corporate governance emanates from the top and the Board gives continued prominence to this area.
XP Power Limited was incorporated and is domiciled in Singapore, under the Singapore Companies Act 1967 (the Act). We are
not required to follow the Singapore Code of Corporate Governance. The Company is listed on the London Stock Exchange
and reports against the application of the principles of corporate governance contained in the UK Corporate Governance
Code 2024 (the Code).
We h
ave clearly laid out how the principles of the Code have been applied under the areas of:
Areas Heading
Page
number
1
Board leadership
Effective Board Pages 88–90
and
Company
Purposes, values and culture Page 100
purpose
Key matters considered by the Board and Board
Pages 94–97
outcomes in 2025
Stakeholder engagement Pages 101 and 103–104
Workforce policies and practices Page 101
2
Division of
responsibilities
Board roles Page 93
Independence Page 103
External commitments and conflicts of interest Pages 88–90 and 102
Governance framework and Board resources Pages 92–93
3
Composition,
succession and
evaluation
Appointments to the Board Page 108
Board skills, experience and knowledge Pages 84 and 88–90
Board performance review Page 109
4
Audit, risk and
internal control
Financial reporting Pages 111–114
External Audit and Internal Audit Pages 115-116
Review of the 2025 Annual Report Pages 111–114
Internal financial controls Pages 114-115
5
Remuneration
Linking remuneration with purpose and strategy Pages 117-119
Remuneration Policy Pages 134–140
Performance outcomes in 2025 and strategic targets Pages 124–127
90
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Power Annual
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Accounts
for the year ended 31 December 2025
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Power Annual
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&
Accounts
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OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
Our approach
to
governance
Our governance structure supports the promotion of good governance practices across the Group.
The Board delegates certain of its responsibilities to its Nomination, Remuneration and Audit Committees, whose work,
roles, responsibilities and composition are detailed in separate reports on pages 105, 117 and 110. Each Committee operates
under Terms of Reference, which were reviewed by the Committees and the Board during the year, and their performance is
assessed annually as part of the annual performance review process.
Board and Committee meetings are scheduled to align with key decision-making points throughout the year. Where
appropriate, informal discussions take place, with updates and progress reports circulated between meetings. To ensure an
effective flow of information, the Chair consults with the CEO and, with support from the Company Secretary, proposes
agendas that align with the agreed annual schedule of Board items and incorporate feedback from the Non-Executive
Directors. Board materials are distributed through a secure portal, highlighting action points for each agenda item, as required.
Meeting minutes are prepared and shared with attendees, and action lists are monitored and updated to ensure the timely
completion of key tasks.
Operational matters are delegated to the Executive Directors, except for those specifically reserved for the Board. The
schedule of matters reserved for the Board is reviewed annually and is available on the Company website at
corporate.xppower.com. Further details on the matters reserved can be found on page 102.
Division
of
responsibilities
The roles of Chair, Senior Independent Director and CEO are formalised, with a clear division of responsibility between their
roles. The Chair leads the Board and ensures its overall effectiveness in directing the Company. The Senior Independent
Director provides support for the role of Chair and leads the succession process for the Chair’s appointment. The CEO is
responsible for the day-to-day operation of the Company and execution of our strategy. The CEO and CFO ensure that
Directors receive accurate, timely and clear information to allow them to discharge their duties.
To e
nsure the Board is effective, we review and monitor the Directors’ skill sets.
Responsibilities
of
the
Board
Chair
The Chair is responsible for setting the Board’s calendar and agenda and for guiding discussions to ensure
they are focused, effective and aligned with strategic priorities. The Chair also leads and
co-ordinates the processes that assess the performance and effectiveness of the Board as a whole, and the
contribution of individual Directors.
How our Chair promotes a culture of openness
The Chair demonstrates objective judgement and conducts Board meetings in a way that encourages
openness and debate. By ensuring all views are heard and considered, the Chair fosters a culture where all
Non-Executive Directors can contribute effectively and challenge constructively.
Executive
Directors
Other than their normal attendance and participation in discussions at Board meetings, the Executive
Directors are responsible for the day-to-day running of the Company and the implementation of the
agreed strategy.
Senior Independent
Director (SID)
The Senior Independent Director supports the Chair in their role and acts as an intermediary between
other Directors. The SID leads the Non-Executive Directors in the annual review of the Chair and is
available to shareholders if they have concerns that have not been resolved through contact with the
Chair, CEO or CFO.
Throughout 2025, Polly Williams was the Senior Independent Director. Charlotta Ginman succeeded Polly
in this role from 26 February 2026 when Polly retired from the Board.
Non-Executive
Directors
The Non-Executive Directors challenge and support the Executive Directors and act in the best interests
of the Company’s stakeholders and actively participate in the review and determination of the Company’s
strategy.
Designated
Non-Executive
Director
The designated Non-Executive Director engages with the workforce and ensures that their views and
interests are considered in Board discussions and decision making.
Pauline Lafferty is the designated Non-Executive Director for Employee Engagement.
Polly Williams was the Board representative for ESG matters until she retired from the Board.
XP
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STRATEGIC REPORT
GOVERNANCE
Committee membership numbers as at 2 March 2026
for the year ended 31 December 2025
Supports the CEO in shaping and executing the Group’s strategic plans by driving key initiatives and providing leadership across all
locations within the organisation.
The CEO and ELT lead internal councils and committees that provide governance
oversight on key business activities. These include:
Health and Safety Council – delivering the strategy for health and safety
across the Group
Sustainability Council – providing oversight on environmental, social and
governance initiatives
Export Compliance Committee – oversees adherence to export control
laws, licensing and trade regulations
Manages the overall operations
and resources of the Company
in accordance with the
Board-approved strategy.
The role of the Board is to promote
the long-term sustainable success
of the Company, and establish its
purpose, values and strategy.
The Board consists of the Chair,
a Senior Independent Director,
three Executive Directors and three
Non-Executive Directors.
Certain matters are delegated to
the main Committees appointed by
the Board.
Oversees information that is, or may become, Inside Information, ensuring it
is identified, controlled and handled in line with regulatory requirements and
internal procedures.
Sets the Remuneration Policy for the Executive Directors and Executive
Leadership Team.
Provides oversight of financial reporting, the audit process, the Company’s
system of internal controls, and compliance with laws and regulations.
AUDIT COMMITTEE REPORT PAGES 110–116
Reviews and considers the appointment of new Directors, and succession
planning for the Board and Executive Leadership Team.
Reviewed business performance and strategic priorities at each Board meeting, including
consideration of trading updates made to the market
Approved supply chain restructuring plans, completed the construction of the Malaysia
manufacturing facility and closed the China facility, providing greater flexibility for end markets
Approved structured exit from the RF market, allowing the Group to maximise investment and
returns from other parts of the product portfolio
Reviewed new product developments
Received updates on European and Asia sales strategies
Received presentation on the opportunities and risks of artificial intelligence on business
operations
Received a presentation from the Company’s brokers, providing an external perspective on
XP’s positioning, valuation and shareholder feedback
operations
Received analysis of shareholder feedback following investor roadshows
Continued to consult with shareholders on remuneration matters, in particular the 2026
Remuneration Policy review
Received feedback from Employee Engagement sessions held by NED, Pauline Lafferty
Communicated and engaged with stakeholders on the Placing
Discussed our net promoter scores and feedback from customers
Held an Investor Seminar covering “why we win”, our market position, product development
and portfolio, technology, sustainability and financial framework
Monitored actions taken to support the delivery of the supply chain restructuring and exit from
the RF market
Monitored inventory, cost-reduction measures and cash and liquidity management during
slower market conditions
Considered outlook and approved the planned budget for 2025
Approved extensions to the Group’s finance facilities
Approved share Placing
Considered and confirmed the Group’s risk appetite; discussed and agreed principal and
emerging risks and uncertainties across the Group
Received an update briefing on our cybersecurity roadmap
Approved proposals to restructure intercompany loans to manage USD exchange rate exposure
Reviewed approach to insurance programme renewal
Approved the Internal Audit plan and Charter
Assessed the financial performance of the Group, approved the Half- and Full-Year Financial
Statements and the Annual Report and Accounts
Approved updates to Matters reserved for the Board and committee Terms of Reference
Reviewed and discussed outcomes from the internal Board performance review, including
committee reviews
Reviewed and updated the composition of Board Committees, considering tenure, skills,
experience and diversity characteristics to inform succession planning
Approved AGM Notice and discussed reports on AGM voting and proxy agency feedback
Approved Anti-Fraud Policy as part of procedures in place to support compliance with the
Economic Crime and Corporate Transparency Act 2023
Governance
Assessed Board and Senior Leadership succession plan
Recruited a new NED and SID designate, appointing Charlotta Ginman from 1 January 2026
Monitored the Group’s culture, and site Employee Engagement plans
Reviewed diversity and inclusion initiatives, including Board-level policy
Reviewed the results of the 2025 Employee Engagement survey and resulting actions
Maintained oversight of the sustainability strategy and progress against our SBTi-registered
targets
Received an update on TCFD risks, opportunities and annual reporting
Monitored global health and safety reporting dashboards and received updates on key
initiatives, including “Safety Begins with Me”, seeing reductions in TRIR and LTIR rates
Reviewed and approved annual Modern Slavery Statement
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
CORPORATE GOVERNANCE REPORT
CONTINUED
Key matters considered by the Board
for the year ended 31 December 2025
for the year ended 31 December 2025
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CORPORATE GOVERNANCE REPORT
CONTINUED
At each meeting,
the Board receives a
business update and
outlook, Global Health
and Safety report, an
update on governance
matters and a summary
of Board Committee
activity. Other key
activities covered by the
Board during 2025 are
shown below.
Board in action
Outcomes
March share Placing reduced net debt by £39.6m
Committed borrowing facilities reduced by $80m to $130m as part of
amendments signed during 2025, following deleveraging delivered in
the year
December amendment extended borrowing facilities to give
sufficient maturity for going concern purposes when signing 2025
and 2026 accounts
In March 2025, the Board approved a Placing to raise funds from
shareholders to strengthen the Group’s capital structure, enhance
cash generation and reduce leverage. In May
and December 2025,
the
Board considered key decisions relating to the Group’s financing
facilities,
including the extension of existing arrangements to ensure
they
remained appropriate to support the Group’s strategic direction.
In its deliberations, the Board carefully considered the interests of
shareholders, lenders and other
key stakeholders, recognising the wide
range
of potential Full-Year outcomes and the uncertainty surrounding
the
timing and scale of market recovery. The Board determined that it
was
in shareholders’ long-term interest to prioritise net debt reduction
until leverage moves closer to its long
-term target of 0–1x Adjusted
EBITDA.
These
actions were taken to proactively manage the business through
relatively challenging market conditions, while ensuring appropriate
financing
is in place to support the Group’s long-term growth potential
and position it for recovery.
2025
Share Placing, Annual Results
Amendment of
RCF,
and investor roadshow Board Strategy Day
2025
Interim
Results
and
investor roadshow
2025
Board and
Committee
performance review
2026
Q4
and Full-
Year
Trading Update
Customers
and strategic partners
Suppliers
Communities
and our environment
Shareholders
Q1 Trading Update,
Annual General Meeting
2025
Feedback from Employee
Engagement
survey, Export
Controls Update
2025
Company
culture review, Q3 Trading
Update,
Risk Review, Updates on Health and Safety,
Cybersecurity and Sustainability
2025
Appointment of NED, Feedback from NED
-led Employee
Engagement sessions, Broker
Presentation, extension of RCF,
Decisions to exit RF and close China manufacturing facility
for the year ended 31 December 2025
for the year ended 31 December 2025
Outcomes
Consolidated our supply chain footprint into Vietnam and Malaysia
Secured future flexible supply chain to serve our US markets,
without
trade or tariff barriers
Coordinated the closure of the Kunshan facility
The Board approved the recommencement of construction work in
Malaysia in early 2025, following a short period during which the
development
of the project was put on hold while the business
navigated
market pressures and ongoing destocking by customers.
Available capacity at the Group’s manufacturing facility in Vietnam,
together
with progress made on the Malaysian site, enabled the Board
to
review its global manufacturing presence. The Board acknowledged
the geopolitical challenges and considered the interests of customers
based
in the US, being the largest geographical market by revenue. The
Board
decided to close our manufacturing facility in China at the end of
December 2025.
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CORPORATE GOVERNANCE REPORT
CONTINUED
SECTION 172(1)
STATEMENT
Engaging with our
stakeholders is
fundamental, so we focus
on what matters
Throughout the year, when making
key decisions, careful consideration
was given to the likely impacted
stakeholders. The Board and
management acted in good faith to
ensure their actions aligned with our
strategic aims, to best position XP for
long-term success and in so doing they
have regard to:
a.
the likely consequences of any
decision in the long term;
b.
the interests of the company’s
employees;
c.
the need to foster the company’s
business relationships with
suppliers, customers and others;
d.
the impact of the company’s
operations on the community and
the environment;
e.
the desirability of the company
maintaining a reputation for
high standards of business
conduct; and
f.
the need to act fairly between
members of the company.
The Board drives the Company culture
to achieve high business standards
through the Code of Conduct
framework, to which all employees
and key suppliers sign up. Our Code
of Conduct covers stakeholder
expectations on business ethics,
responsible environmental behaviour,
health and safety, and the treatment
of people.
A table setting out further information
on where s.172(1) factors are
discussed throughout the Annual
Report can be found on page 43.
Why we
engage
Our workforce is key to our long-term
success. Their health, safety and wellbeing
are essential.
Diverse perspectives and inclusive teams
are important to achieving our goals. We
strive for a culture in which all colleagues
are engaged and committed to our vision.
How we
engage
Regular town halls are held with senior
management and information is cascaded
and discussed across teams, including via
regional employee updates. We assess
our effectiveness using all-employee
engagement surveys. The designated
Non-Executive Director hosted three virtual
Employee Engagement sessions across
Europe, the US and Asia.
Key topics
discussed
•
Global Health and safety and a refocus
on quality in everything we do
•
Embedding culture and inclusion across
the business
•
Annual engagement survey results
•
Workforce retention at the Vietnam
manufacturing facility
•
A people plan to support the closure of
Kunshan manufacturing facility
How we
responded
•
Built on our "Safety Begins with
Me" campaign and held a quality
awareness day
•
Interaction with the Executive Team was
enhanced through local site visits, and
open communication was improved with
senior leaders
•
Introduced people development
training, cascaded engagement survey
results and facilitated response plans
•
Supported our inclusivity initiatives
through structured mentorship
programmes
•
Improved compensation arrangements
and skills development to support
retention in Vietnam
•
Supported those employees impacted
by the closure of our Kunshan facility
through transparent communication and
appropriate outplacement services
Customers and
strategic partners
Why we
engage
Meeting customer needs is our priority in
new product development.
We enable our customers to deliver power
products and solutions that improve their
business sustainability while creating
shared economic benefits essential to the
long-term success of the Company.
How we
engage
We listen to our customers’ technology
roadmaps to partner effectively.
Strong customer relationships are formed
through regular sales team interactions with
focus customers to gather feedback on our
performance and their challenges.
We use anonymous customer satisfaction
surveys to further understand our
performance.
Key topics
discussed
•
Exit from the RF market
•
Improving customer experience
•
Product innovation and development
•
Sustainability
How we
responded
•
Worked with principal customers to
map out a mutually agreeable exit from
the RF market, taking final orders
•
Worked closely with US customers to
reduce impact from US tariffs by shifting
production to lower-tariff countries
or drop-shipping directly to their
manufacturing plants outside of the US
•
Opened a new global design and
services centre in the Philippines
and reviewed our annual customer
satisfaction survey results
•
Launched 24 new innovative products
in 2025
•
Led the way by creating more
power-efficient products, with FLXPro
being digitally enable to allow customers
to monitor and optimise energy usage
Suppliers
Why we
engage
We uphold the highest supplier standards
to minimise risks and build long-term
partnerships of mutual trust and success.
We recognise our suppliers as vital partners
in our supply chain and work together to
enhance the strength and sustainability of
our entire network.
How we
engage
We collaborate with key suppliers to track
performance and proactively understand
and resolve concerns.
We work with suppliers to foster stronger
partnerships and reduce lead times for key
components.
Key topics
discussed
•
Maintaining high standards across our
supplier base
•
Sustainability-related matters
•
Supply chain performance and lead time
reduction
How we
responded
•
Reviewed our Modern Slavery
Statement and enhanced our supplier
engagement programme to include ESG
surveys to better manage risk
•
Engaged with suppliers to monitor
their supply chains to understand their
progress and challenges in improving
sustainability
•
Continued to improve sourcing
capabilities in Asia and deliver
annualised component cost savings by
identifying alternative suppliers and
negotiating with key suppliers, which
resulted in more flexible and resilient
arrangements
Communities and
our environment
Why we
engage
We engage with the communities in which
we operate to develop trust and understand
important local issues.
We have a long-standing commitment to
minimise our environmental impact as we
continue to work towards our interim and
long-term SBTi-registered targets.
How we
engage
Our key focus areas include how we
can support local causes and issues,
develop local talent and protect the
environment. We consider local and national
environmental impact when we make
decisions.
We encourage employees to get involved
with local environmental and community
activities and the Board receives updates.
Key topics
discussed
•
Progress against the ESG strategy,
impact from the Group’s electricity
usage alongside the build and future
operations at the new Malaysian
manufacturing facility
•
Engaging employees in identifying local
charities and causes that will be most
impacted by their support
How we
responded
•
Developed a site-specific sustainability
dashboard to monitor against
Energy Efficiency, Waste Diversion,
Internal Audit Score and Local Impact
Programme KPIs
•
Conducted a climate assessment for the
new Malaysian manufacturing facility
•
Fostered a culture that encourages
our people to get involved in charity
fundraising activities. Employees
are offered one volunteering day to
participate in an environmental or
community project
Why we
engage
Effective shareholder engagement is crucial
to achieving our goals.
We commit to open and transparent
engagement with our investors, providing
them with clear and accurate information
about our business and its performance.
How we
engage
Our CEO, CFO and IR team regularly meet
with current and prospective investors to
ensure they understand our investment
proposition, ESG progress and current
performance.
Our Chair and Remuneration Committee
Chair engage with shareholders on
performance, governance and Executive
remuneration to ensure we consider their
views. Feedback is sought in response to
votes against general meeting resolutions.
Key topics
discussed
•
Management of the ongoing challenging
market conditions, including short-term
mitigating actions
•
Capital management to support
long-term growth ambitions and supply
chain flexibility from our new Malaysian
manufacturing facility
•
Renewal of Directors’ Remuneration
Policy and understanding 2025 AGM
voting outcomes
•
The Group’s long-term growth potential,
including the structural drivers of
long-term growth and growth strategy
How we
responded
•
Controlled costs to position the Group
to take advantage of market recovery
•
Completed share Placing and the
amendment and extension of the
Group’s RCF to materially improve
balance sheet resilience
•
Conducted shareholder consultation
on the Directors’ Remuneration Policy
renewal and the 2025 AGM voting
outcome
•
Held our first Investor Seminar on our
long-term growth strategy, including
“Why We Win” and progress made on
new product development
98
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Power Annual
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Power Annual
Report
&
Accounts
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for the year ended 31 December 2025
Our people
Shareholders
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CORPORATE GOVERNANCE REPORT
CONTINUED
Culture and Board oversight
The Board has overall responsibility for establishing and maintaining the Company’s culture, which is underpinned by its values
of Integrity, Knowledge, Speed, Flexibility and Customer Focus. The Board continues to influence and oversee culture across
the Group, ensuring that the desired beliefs and behaviours are consistently demonstrated both within, and beyond, the
Boardroom, as outlined below.
Action Description
Monitoring
Throughout 2025, the Board continued to oversee the Company’s culture and reviewed
results of cultural and employee engagement surveys, KPIs and Net Promoter scores. Trends
were monitored to assess how effectively the Company’s core values are embedded across
the organisation and to inform Board discussions on culture, behaviours and workforce
practices.
Engagement
surveys
Gallup engagement surveys continue to inform the Board on Employee Engagement and
sentiment, supporting the Board in monitoring alignment with the Company’s values and in
identifying areas to enhance engagement. Further information on the survey results can be
found on page 68.
Code
of Conduct
Our values drive all our business decisions and are underpinned by our Code of Conduct,
which is reviewed annually. All employees undertake mandatory training to ensure a clear
understanding of governance requirements and to reinforce the Company’s core values.
Direct
Engagement
Workforce engagement by the designated Non-Executive Director provides the Board with
feedback from a broad range of employees ensuring our group-wide culture is aligned to our
purpose, values and strategy.
Communication Through regular global updates, the Executive Leadership Team communicates strategic
direction and upcoming priorities. Attendees then share the key themes from these sessions
with their teams to ensure alignment across the organisation.
Sustainability
The Board and its committees receive reports on whistleblowing, talent and retention, health
and safety matters, and diversity and inclusion metrics. The senior management presentation
to the Board on Health and Safety initiatives provide insights into employee sentiment and
organisational culture.
Speak
Up The Company operates a whistleblowing hotline that enables employees to raise concerns in
confidence. Any potential misalignments to our desired culture are investigated to determine
appropriate actions. More details on our Whistleblowing programme can be found on
page 72.
Health and safety
The Board is committed to providing all employees, contractors and partners across the Group with a safe working
environment. Health and safety at XP Power is sponsored by the Executive Leadership Team, who ensures all employees
have the necessary resources and support to build a safe workplace. The CEO reviews health and safety reports from the
Group, and the Board receives a structured update, including statistics on any health and safety issues, education and training
activities, and an update on the global agenda for health and safety matters. Our safety governance structure is strong, which
ensures safety is prioritised and continuously improved. For further information and associated case studies, please see
pages 66-68.
PAULINE
LAFFERTY
DESIGNATED NON-EXECUTIVE DIRECTOR
FOR WORKFORCE ENGAGEMENT
How we ensured employees’ voices
were heard by the Board in 2025
During the year, I held three virtual employee engagement
sessions across all our regions. I had the opportunity to hear
directly from employees with differing tenures, at various
levels of the organisation, and welcomed their constructive
engagement. The sessions were structured to promote open and
transparent communication, enabling employees to share views
on their working environment and raise questions on any topic,
including Executive remuneration and the wider pay policy.
A w
ide range of topics were explored during these sessions,
including Company culture, communication, operational
initiatives, and opportunities to enhance the employee
experience at XP Power. These sessions raised several discussion
points, including supporting cooperation across teams and
ensuring alignment on strategy deployment.
The outcome and key observations from these sessions,
together with feedback from the anonymous employee surveys
and internal communications, were reported to and discussed by
the Board.
How we uphold culture across our
workforce
and
encourage
engagement
Our processes enable us to request and consider the views
of our employees. The annual employee survey, which is
benchmarked against a broad range of companies, provides the
Board with insight on how effectively our culture and employee
engagement supports our strategic growth plans.
Following a strong focus on team-level accountability and action
planning, we saw a significant improvement in employees’ views
on the delivery of the business’s commitments. For instances
where the response to the employee survey results needed a
more tailored approach, supportive coaching was provided by
the People and Organisation team, with leadership determining
the appropriate course of action.
Ongoing engagement throughout the year was facilitated by
global initiatives, regular site and regional engagement activities,
and clear ownership within local teams. Momentum was driven
through the global "Safety Begins With Me" campaign, which
helped embed a much stronger culture of ownership and
communication across the business. This campaign resulted in a
notable reduction in workplace accidents and increased cross-
region collaboration on safety. An active campaign for Executive
Leadership to visit, and be visible on individual sites globally,
allowed for greater transparency and communication.
The Board fully supports a range of employee initiatives to
support health, wellbeing, diversity and equality, such as the
Women Employee Resource Group. Please see pages 68 and 69
for further information.
1
Results exclude Vietnam and China employees.
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AUDIT COMMITTEE
Designated Non-Executive Director,
Pauline Lafferty
CONFIDENTIAL, INDEPENDENT
THE BOARD
4.15/5
1
2025 Employee Engagement score.
(2024: 4.03)
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Matters
reserved
for the
Board
The Board has a formal schedule of matters reserved to it,
including:
•
the assessment of the Group’s long-term viability and
going concern status;
•
the approval of the Group’s strategy, long-term
objectives, financial plans and budgets, and any material
changes to them;
•
oversight of the Group’s operations, ensuring competent
and prudent management, sound planning, an adequate
system of internal control, and adequate accounting and
other records;
•
the approval of the Group’s risk appetite, principal and
emerging risks and oversight of the effectiveness of the
Group’s risk management framework and internal control
systems;
•
the approval of changes to the structure, size and
composition of the Board, ensuring adequate succession
planning;
•
consideration of the independence of Non-Executive
Directors;
•
oversight of the Group’s Remuneration Policy, with the
support of the Remuneration Committee;
•
final approval of Interim and Annual Financial Statements
and significant accounting policies;
•
the approval of the Dividend Policy;
•
the approval of significant acquisitions disposals
investments and major capital projects; and
•
the delegation of the Board’s authorities, including the
division of responsibilities between the Chair, Chief
Executive Officer and other Executive Directors.
Change
in
Directors’
responsibilities
Amina Hamidi and Polly Williams stepped down from
the Board on 2 October 2025 and 26 February 2026,
respectively.
Charlotta Ginman joined the Board as a Non-Executive
Director on 1 January 2026, and became a member of the
Audit, Remuneration and Nomination Committees from the
same date. She became Senior Independent Director on
26 February 2026 when Polly Williams retired from this role.
Conflicts of interest and time
commitment
Directors are required to disclose any actual or potential
conflicts of interest prior to their appointment and on an
ongoing basis. A register of Directors’ interests and conflicts
is maintained by the Company Secretary and is regularly
reviewed. The Board considers its Directors’ interests and
any conflicts that these may present at each Board and
Committee meeting.
The Board recognises the importance of ensuring that
Non-Executive Directors have sufficient time to discharge
their responsibilities effectively. Any proposed new
appointments are reviewed and approved in advance by
the Chair of the Board. During 2025, the Non-Executive
Directors provided constructive challenge, strategic oversight
and specialist insight and held management to account.
There were no material changes to Directors’ external
commitments during 2025. Each Director devoted significant
time to their XP Power Board responsibilities, and all
Directors attended all Board meetings during the year.
The Board notes that Charlotta Ginman serves on five
boards, two of which are with investment trusts that
typically convene four to five board meetings annually. The
Board is satisfied that she has sufficient capacity to devote
appropriate time and attention to each role.
Following the Chair’s review of individual Director
performance and time commitment, the Board is satisfied
that all Directors remain fully engaged and continue to
devote the appropriate amount of time and attention to their
duties.
Board
independence
The Board currently consists of five Non-Executive Directors,
including the Chair and three Executive Directors. All
Non-Executive Directors are considered to be 100%
independent. The division of responsibilities between the
Executive and Non-Executive Directors is clear.
In assessing the independence of its Non-Executive Directors
in line with Provision 10 of the Code, the Board recognises
that, during 2025, there were certain circumstances that may
appear to impair Directors’ independence. Polly Williams
had served on the Board for over nine years from January
2025. However, the Board considered that she retained her
independence and that, in part, her valuable expertise was
informed by her long service.
Jamie Pike and Daniel Shook held a common external Board
role at IMI plc until August 2025, while Daniel transitioned
his responsibilities as CFO prior to stepping down from the
Board. The Board was satisfied that this relationship did not
compromise their ability to exercise independent judgement
and concluded that all Non-Executive Directors remained
independent during 2025 and up to the date of this report.
Details of the beneficially owned ordinary shares in the
Company held by the Non-Executive Directors are included
in the Remuneration Committee Report on page 128.
Risk
management
and
internal
control
The Board is responsible for the Company’s overall approach
to risk management and internal control. It has an ongoing
process for identifying, evaluating and managing the
emerging and principal risks faced by the Group, which is
set out in the Managing Our Risks section on pages 35–41.
The risk management framework and related processes
have been in place throughout the year, with the framework
ensuring that risk management is embedded in the
day-to-day operations of the business.
While the Board retains overall responsibility for risk
management, the delivery of risk management processes is
overseen on a day-to-day basis by the Executive Directors
and the senior leadership team. Managers across the
business are responsible for the effective operation of key
controls and established processes. Examples of these key
controls are as follows:
•
Authority matrices to clearly define who can authorise
transactions, transfer funds, commit Group resources and
enter into agreements.
•
Quality control checks are conducted throughout our
manufacturing process, burn-in and electrical testing to
detect early failures, as well as 100% functional testing
and quality inspection.
•
Disaster recovery and business continuity plans are
maintained at all key facilities.
The Group has established robust financial reporting
procedures and controls, including monthly management
accounts and key metrics reviewed by senior management,
with performance monitored against budget and material
variances reported to the Board. Key judgements and
estimates are subject to regular review. Standardised
accounting policies and reporting formats are applied across
the Group to ensure consistency and transparency. Financial
systems incorporate appropriate access and segregation
controls to mitigate the risk of unauthorised transactions.
Financial reporting risks are identified and managed as part
of the Group’s wider risk management framework and are
subject to regular review by management and the Audit
Committee. The Audit Committee oversees the integrity of
financial reporting and reviews the effectiveness of internal
control and risk management systems, supported by internal
audit and external audit where appropriate.
Details of the Company’s internal controls, and how
the Board and Audit Committee assess the operational
effectiveness of internal controls and risk management
systems during the year, and up to the date of approval of
the Annual Report and Accounts, are set out in the Audit
Committee Report on pages 114-115. During the year, no
significant internal control issues were identified.
Shareholder
communication
The Company maintains effective engagement with
shareholders and other stakeholders through a range
of channels. The Group seeks to maintain an open and
constructive dialogue with both institutional and private
investors and responds promptly to investor enquires. In
November 2025, the Company held its first Investor Seminar,
which provided an opportunity to set out our investment
case. The CEO and CFO, along with senior leaders from the
business, covered “why we win”, our market position, product
development and portfolio, technology, sustainability and
financial framework.
The Group uses its website (corporate.xppower.com)
to ensure that private investors can access the same
information as institutional investors, including investor
presentations and video interviews with the CEO and CFO,
which are published when the interim and annual results are
released. The corporate website provides information on the
Group’s products, markets, strategy, business model, growth
drivers and its investment proposition. Interested parties may
register for the Group’s email alert service via the website
to receive timely announcements and other published
information.
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Jamie Pike
Chair
Polly Williams
1
Pauline Lafferty
Sandra Breene
Daniel Shook
Charlotta Ginman
2
2
From 1 January 2026.
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NOMINATION COMMITTEE REPORT
The Chair and Senior Independent Director are available
to meet shareholders to understand their views on the
Company’s governance and performance. To ensure the
Board remains informed on shareholder perspectives,
Directors receive regular feedback from the Company’s
brokers and financial PR advisers following investor
meetings.
The Remuneration Committee Chair consults with major
shareholders about significant decisions related to Executive
remuneration. In the current Directors’ Remuneration
Policy review year, the Chair engaged with several major
shareholders to understand their views on remuneration
structure and its alignment with the business strategy
and shareholder interests. Shareholders’ feedback was
communicated with the Board and the Remuneration
Committee and informed the policy review process ahead of
the Directors’ Remuneration Policy being presented at the
2026 AGM.
At the Annual General Meeting in April 2025, Resolution 2,
to re-elect Jamie Pike as a Director and Resolution 15, to
authorise the Directors to allot shares up to two-thirds of the
Company's issued share capital, were approved by 77.80%
and 74.85% of the votes cast, respectively. Resolution 13,
the advisory vote on the Directors' Remuneration Report
was not passed by the requisite majority. Please refer to the
Remuneration Committee Report on page 117 for an update
on shareholders’ views on this resolution.
The voting outcomes for Resolutions 2 and 15 were primarily
driven by two significant shareholders who voted against
the Resolutions. Feedback indicated that opposition to
the re-election of Jamie Pike reflected, in part, shareholder
dissatisfaction with the Company’s recent performance. In
relation to Resolution 15, the Board had previously engaged
with the relevant shareholders to understand their positions,
and their votes were consistent with established internal
investment policies. The Board concluded that no further
consultation was required and that the feedback received
would not change its approach.
The Company remains committed to maintaining open and
transparent communication with shareholders and values any
feedback received.
Constructive use of the AGM
Certain Directors are available at the Annual General
Meeting (AGM) to answer any questions from shareholders.
As the Group’s Parent Company is based in Singapore, we
recognise that attendance at the AGM may not be practical
for our UK-based investors. The CEO and CFO maintain
regular engagement with shareholders throughout the year
and are available to respond to questions and feedback.
The Committee oversees Board
succession, ensuring the right
mix of skills and expertise
aligned with our strategy.
JAMIE
PIKE
NOMINATION COMMITTEE CHAIR
Dear
shareholder,
This report sets out the activities of the Nomination
Committee during the year-ended 31 December 2025.
It describes the Committee’s responsibilities and the
key matters considered in relation to governance, Board
composition and succession planning.
Membership
and
responsibilities
The Nomination Committee members are all independent
Non-Executive Directors. Amina Hamidi and Polly Williams
served on the Committee until they stepped down from
the Board on 2 October 2025 and 26 February 2026,
respectively, and Charlotta Ginman was appointed to the
Committee on 1 January 2026. The Committee met on three
occasions during the reporting period, with the CEO invited
to attend as appropriate. See page 85 for details of meeting
attendance.
The Committee’s main responsibilities include reviewing the
Board’s structure, size and composition, with particular focus
on the balance of skills, knowledge, capabilities, experience
and diversity required to support the Company’s strategy and
long-term success.
The Committee also oversees succession planning for
Directors and other senior Executives, considering the future
skills and expertise needed on the Board. In this context,
the Committee is responsible for identifying and nominating
suitable candidates to fill Board vacancies as they arise. New
Director appointments are assessed by the Committee, and
all Non-Executive Directors are involved in the selection
process. Final approval of new Director appointments is
made by the full Board.
In addition, the Committee reviews the organisation’s
leadership needs at both Executive and Non-Executive
level to ensure the Company continues to have effective
leadership and remains well positioned to compete in the
marketplace. The Committee also considers the outcomes of
the Board performance review process insofar as they relate
to Board composition and succession planning.
The Nomination Committee’s Terms of Reference are
reviewed annually and are available in the Corporate
Governance section of the Company’s investor relations
website corporate.xppower.com.
Activities
and
future
areas
of
focus
The Committee’s key areas of focus during the year included:
•
the search for a new Senior Independent Director in line
with the Board’s succession plans, culminating in the
recommendation to the Board for Charlotta Ginman to
succeed Polly Williams in this role;
•
the continuation of an induction programme for Daniel
Shook and planning for Charlotta Ginman’s induction;
•
a review of the composition of the Board’s Committees,
considering members’ skills and expertise;
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106
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CONTINUED
•
a recommendation to the Board for the re-election of
Directors standing at the Annual General Meeting, taking
account of the performance review process conducted
for all Directors;
•
a review of the Board Diversity and Inclusion Policy
and targets, monitoring the Listing Rules requirements
pertaining to diversity and assessing the Board skills
matrix; and
partnership, pregnancy and maternity, race, country of
origin, nationality, cultural background or ethnicity, religion
or belief, sex or sexual orientation, and gender identity or
expression, including LGBTQ+ or trade union membership.
These principles apply equally to Board and Committee
appointments and to the selection of business partners.
During the year, we reviewed the Board Diversity and
Inclusion Policy and concluded that it reaffirms our
As an international business, XP Power understands and meets its aspiration for a diverse leadership group. Further details of
diversity beyond the Board can be found on pages 69–70. Details of gender and ethnic representation, as prescribed by UK
Listing Rule 6.6.6R, are set out in the following tables. The Board and the Executive Leadership Team completed a diversity
disclosure to confirm which categories in the following table they identified with.
Gender
representation
as
at
31
December
2025
Number of
senior
Board
•
ongoing discussions regarding Board and senior
leadership succession and reviewing the senior
management leadership needs.
Looking ahead, the Committee will consider whether an
additional Non-Executive Director is required and will
maintain its focus on succession planning by assessing
the skills, experience and depth of talent across the Board
commitment to diversity, inclusion and equal opportunity,
with measurable objectives aligned to the UK Listing Rules.
These objectives were monitored throughout the year. The
Policy also reflects our commitment to open advertising and
to partnering with executive search firms that are signatories
to the Voluntary Code of Conduct for Executive Search
Firms, ensuring balanced and inclusive shortlists.
Number
of Board
members
% of the
Board
positions
(CEO,
CFO,
SID,
Chair)
Number in
Executive
management
1
%
of
Executive
management
and senior management. This approach will ensure that
the Company continues to attract, retain and develop the
capabilities required to support the business and deliver its
strategic objectives.
The Committee acknowledges that, following recent
changes, the Board does not currently meet the UK
Listing Rules target of at least 40% female representation.
The Board meets all other UK Listing Rules diversity
Ethnic
representation
as
at
31
December
2025
Number
Number of
senior Board
positions
Number
in
%
of
Diversity and inclusion
The Committee regards diversity and inclusion as integral
to XP’s success, driving growth, innovation, talent attraction
and retention, and customer engagement. Operating globally,
we value cultural differences, aim for a workforce that
reflects our markets and recognise that diversity strengthens
our ability to succeed in them. Similarly, a diverse
Board contributes a range of viewpoints and supports
targets. The Board aspires to meet these targets, and the
Committee will continue to consider these in its approach
to succession planning and future appointments. The Board
currently comprises eight members, three of whom are
women (37.5%), and one of whom is ethnically diverse,
according to the definition in the UK Listing Rules. Our
Senior Independent Director is female. The composition of
nationalities within the Board includes five British individuals,
one with dual British and American nationality, one with dual
British and Finnish nationality and one Singaporean.
of Board
members
% of the
Board
(CEO,
CFO,
SID,
Chair)
Executive
management
1
Executive
management
effective decision making. We maintain zero tolerance for
discrimination and commit to equal opportunities across
our employment policies and practices. Appointments
The Board Committees’ gender representation is
shown below:
1
Executive members of the Board are included in both the Board and Executive management figures.
Our Board Diversity and Inclusion Policy is available on our website at corporate.xppower.com.
and promotions are made on merit, irrespective of
age, disability, gender reassignment, marriage and civil
Board
skills,
experience
and
composition
The Committee regularly reviews the Board’s size, structure
and composition to ensure an appropriate balance of
skills, expertise, experience and time commitment. This
enables the Board to meet both current and future strategic
challenges and supports the Company’s long-term objectives.
The appointment of our new Non-Executive Director,
Charlotta Ginman, refreshed the Board’s composition and its
committees, providing an opportunity to target, and benefit
from, additional skills, expertise and experience aligned with
the Company’s strategic priorities.
Board capabilities are assessed using a skills matrix, which
captures the relevant skills and experience of our individual
Directors. The matrix is reviewed regularly to identify any
gaps, which are addressed through future appointments
or ongoing Board development, education and updates.
Skills considered include industry-specific expertise and
broader competencies, such as strategic human resource
management, business development and growth, and ESG
and climate experience.
The Committee considers that the Board’s overall structure,
balance of skills and diversity is appropriate. This is illustrated
in the charts and matrix on pages 84–85. Further details
of each Director’s skills and experience are set out in their
biographies on pages 88–90.
Appointments to the Board and Director
re-election
Charlotta Ginman was appointed to the Board on
1 January 2026 and will offer herself for re-election at
the forthcoming AGM. Each relevant Director will offer
themselves for re-election each year. A simple AGM majority
vote is required for Director re-election.
On the Board Committees, female representation is:
Female
Data as at 2 March 2026.
Men
5
62.5%
3
8
80%
Women
3
37.5%
1
2
20%
Not specified/prefer not to say
–
–
–
–
–
White British or other White
(including minority-white groups)
7
87.5%
4
8
80%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
1
12.5%
–
2
20%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
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NOMINATION COMMITTEE REPORT
CONTINUED
Appointing our new Non-Executive Director
and Senior Independent Director
Candidate
specification
and
search
criteria
During 2025, the Committee continued its search for a
new Non-Executive Director with the skills and experience
to act as the Senior Independent Director. The executive
search firm Russell Reynolds led the search. Russell Reynolds
is independent of, and has no other connection with, the
Company and its Directors.
The position specification set out the role’s responsibilities,
and the candidate profile defined the required experience,
leadership and cultural alignment. From a long list, two
candidates were shortlisted and interviewed by the Chair,
CEO, CFO and all Non-Executive Directors. In mid-2025,
the Board paused the recruitment process for a period while
it assessed its needs in light of evolving macroeconomic
conditions. In December 2025, the Committee
recommended the appointment of Charlotta Ginman to
the Board, and the Nomination, Audit and Remuneration
Committees with effect from 1 January 2026, and as Senior
Independent Director with effect from 26 February 2026.
Charlotta brings a wealth of experience from Non-Executive
roles with a broad range of international companies across
several sectors. She is a chartered accountant and has
experience in investment banking as well as senior finance
and management roles.
Board
and
Committee
performance
review
Each year, the Board conducts a review of its own
performance and effectiveness, and that of its committees.
The Chair and Non-Executive Directors regularly meet
without the Executive Directors present, to allow the
discussion of potentially sensitive matters. At least
annually, the Senior Independent Director meets with the
Non-Executive Directors, excluding the Chair, to evaluate the
Chair’s performance.
The findings and proposed actions from the Board and
committee reviews are presented to the Board and at
relevant committee meetings. The Company Secretary
monitors progress against agreed actions throughout the
year, with a formal review undertaken prior to the next
review cycle to ensure actions are appropriately closed.
The Board discussed the process for the 2025 review,
noting that the best practice recommendation for an
externally facilitated performance review was every third
year, and recognising that, for XP Power, this would typically
have been in 2025. Considering changes to the Board’s
composition during the year, the Board agreed to conduct
the 2025 review process internally. The timing of the
subsequent externally facilitated review will be determined
once the refreshed Board composition has had time to
embed; this is anticipated in 2026.
Director induction
and
development
All new Directors receive a tailored induction programme,
which typically includes reading material, and dedicated
time with each Non-Executive and Executive Board member
and the Company Secretary. The induction programme
develops a thorough understanding of the business,
strategy, operations, products and markets, and establishes
relationships with the management team and external
advisers. Directors are invited to provide feedback on any
further development areas to support their induction.
Daniel Shook joined the Board in January 2025; he is an
experienced listed company Board member and was CFO
of a FTSE-listed company until mid-2025. To support his
induction, Daniel visited the Company’s offices in the UK
where he met with the CEO and CFO and members of
the Group finance teams and the Internal Audit partner.
The sessions covered market and strategy overview, our
stakeholders and operations, financial performance and risk
management. Daniel also visited XP Power locations in the
US and Singapore, where he met with members of the sales
and finance teams and the external audit partner.
Charlotta Ginman joined the Board in January 2026; she has
a wide breadth of experience as a Non-Executive Director.
To commence her induction, Charlotta received a Group and
market overview from the CEO. This included information on
our customers, people and investors as well as operations,
including health and safety, quality and cybersecurity.
Charlotta also met with the CFO and Company Secretary.
The CFO updated Charlotta on finance performance,
systems and teams, and the Company Secretary provided an
overview of the structure and history of the Company, listing
requirements, and Board and governance procedures.
Non-Executive Directors are primarily responsible for their
own continuing professional development, supported by
internal and external speakers who provide updates on
strategic and operational topics at the Board Strategy Day
and throughout the year. Directors’ training and development
needs are reviewed at least annually. In 2025, the Board
received in-depth presentations on European and Asia sales
strategies, supply chain improvements, product development
and marketing. An update on our health and safety
programme highlighted a developing culture of continuous
improvement with measurable results. The Board also
heard from the Company’s brokers, providing an external
perspective on XP’s positioning, valuation and shareholder
feedback.
2025
Board
performance
review
The Company conducted the internal review using an
anonymous online questionnaire, which covered all aspects
of effectiveness: capabilities and communication; culture
and practice; process and organisation; meeting rigour; and
relationships. Directors were also asked to comment on what
the Board should stop, start and continue doing.
Overall, the Company maintained a high favourable average
score across all areas and acknowledged that the Board is
operating effectively and in accordance with good corporate
governance principles. The review highlighted that the Board
holds open and robust discussions and maintains a frank and
open relationship with Executive Management.
The Board identified several actions to support its
continuous improvement. These included greater focus on
assessing the culture of the business against management’s
longer-term aspirations and medium- and long-term
priorities, with more debate on key topics that may drive
future growth. The Board also recognised the value in
inviting guest speakers to present at Board meetings,
including members of the XP Power team and external
advisers and of further refining the Board’s papers to
be more concise and focused on key topics for deeper
discussion.
2024 Board performance review progress
Following the 2024 Board performance review, the Board’s
agendas included items to help focus dialogue and discussion
on strategic topics, including new product development
and product growth plans. A strategy day held during the
year provided an opportunity for members of the Executive
Leadership Team to present updates and continue discussion
with the Board during an informal dinner. In response
to feedback from the review, Board papers continue to
be refined to improve clarity and focus. In addition, the
Company’s broker presented to the Board, which provided an
external perspective on investor sentiment.
Committee
review
As part of the Board’s annual review process, the Committee
assessed its performance for the year, supported by an
internal anonymous online survey. The results were positive,
and the Committee concluded that it was operating
effectively overall, with members bringing an appropriate
balance of knowledge and expertise to make informed
recommendations on Board changes. It was noted that
Committee meetings were conducted in a manner that
fostered open and constructive challenge.
JAMIE
PIKE
NOMINATION COMMITTEE CHAIR
2 March 2026
Questions were reviewed
and
agreed by the Chair,
the
Company
Secretary and
the
committee Chairs.
The Directors completed
an anonymous online
questionnaire,
with
questions that included
whether
they operate with
independent judgement.
The results of the
questionnaire
were
collated,
and a
summary
report
was produced
for
the Board.
The
report was discussed
by
the
Board and
improvement
actions were determined.
Q1 2025
The
position
specification
and
candidate profile
was
agreed with executive
search firm, Russell
Reynolds.
A candidate
longlist was compiled.
Q2 2025
assessments
Two
candidates
were
shortlisted
and
interviewed by the
Chair, CEO, CFO
and
Non-Executive
Directors.
Q3 2025
The
recruitment
process
was
temporarily paused
Q4 2025
decision
Recruitment recommenced and the process
concluded. In December 2025, the Nomination
Committee unanimously recommended to the
Board that Charlotta Ginman be appointed as
Non
-Executive Director and Senior
Independent
designate.
The Board approved the
appointment
to take effect from 1 January 2026, and the
transition to the role of Senior Independent
Director will take effect from 26 February 2026.
Daniel Shook
Chair
Polly Williams
2
Pauline Lafferty
Sandra Breene
Charlotta Ginman
1
From 1 January 2026.
Until 26 February 2026.
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AUDIT COMMITTEE REPORT
In presenting my first report, I
reflect the Committee’s continued
work to enhance oversight and
internal controls.
DANIEL
SHOOK
AUDIT COMMITTEE CHAIR
Dear
shareholder,
I am pleased to present my first Audit Committee report
following joining the Committee in January 2025 and my
appointment as Committee Chair in April. This report will
provide you with an insight on the matters overseen in 2025
and the Committee’s future areas of focus.
I would like to thank my predecessor, Polly Williams, for
her support and guidance throughout the handover period,
which enabled a structured transfer of responsibilities
following the conclusion of the 2024 year-end process. As
part of my transition into the role of Committee Chair, I
visited a number of XP locations during 2025, and I met with
key individuals across the business as well as the internal and
external audit partners.
Membership
and
responsibilities
The Audit Committee members are all independent
Non-Executive Directors with financial and/or related
business experience from senior positions in other diverse
organisations. The Committee met on five occasions during
the year, with each session including a private discussion
with the external and internal Auditors without management
present. Additional discussions were also held with
management only at each meeting. See page 85 for details of
attendance at meetings during the year.
The Committee assists the Board in fulfilling its oversight
responsibilities, with a focus on upholding the integrity of
financial reporting, the effectiveness of the risk management
framework and our system of internal controls. It also
oversees ethics and compliance matters, including responses
to regulatory and governance developments.
In carrying out its role, the Committee is responsible for
ensuring the financial performance of the Group is properly
reported and monitored and for advising the Board on
whether it believes the Annual Report and Accounts, taken as
a whole, is fair, balanced and understandable. The Committee
oversees compliance with legal requirements, including
the FCA’s UK Listing regime, and the adoption and correct
implementation of accounting standards. It also assesses the
Group’s internal control processes and assurance framework
and assists the Board in reviewing the appropriateness of the
Group’s tax and treasury policies, and the analysis supporting
the going concern and viability statements.
The Committee further oversees the relationship of the
External and Internal Auditors, supervises their performance
and assesses the effectiveness and quality of the external
Audit. The Committee reviews the nature and extent
of audit and non-audit services provided to the Group
by the External Auditor to safeguard independence and
objectivity and thoroughly reviews any allegations of fraud or
whistleblowing.
The Audit Committee’s Terms of Reference are reviewed
annually and are available in the Corporate Governance
section of the Company’s investor relations website
corporate.xppower.com.
Activities
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act 1967 and consideration
was given to the FRC’s Minimum Standard for Audit Committees. In 2025, the Audit Committee’s activities included:
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Financial
reporting
and
disclosures
•
receiving reports from management and the External
Auditor on key accounting issues, areas of significant
judgement and disclosure levels, which are reviewed
and challenged by the Committee (see “Consideration
of significant financial reporting matters” for key
items);
•
examining the Half-Year results and Annual Report;
•
reviewing the balance sheet of the Company,
Consolidated Financial Statements of the Group and
the independent Auditor’s Report;
•
assessing the accounting principles to be adopted in
the preparation of the statutory accounts;
•
reviewing any dividend flows across Group entities;
•
reviewing and approving the use of alternative
performance measures (APMs); and
•
recommending the Annual Report to the Board after
concluding that, taken as a whole, it was fair, balanced
and understandable.
Internal
controls
and
governance
•
approving the process to identify and classify
material financial and non-financial risks and controls,
including operational, compliance and reporting
risks, to support changes arising from the 2024 UK
Corporate Governance Code;
•
reviewing the effectiveness of the Group’s internal
control environment;
•
assessing disclosures made in the Annual Report and
Financial Statements; and
•
oversight of the Group’s tax and treasury structure
and intercompany arrangements, including reviewing
proposals to restructure intercompany loans to
manage USD exchange rate exposure.
External
Audit
•
reviewing the external audit plan and delivery
updates;
•
reviewing how management supported the External
Auditor;
•
reviewing reports from the External Auditor on the
Group’s financial reporting and their observations on
the internal financial control environment; and
•
assessing the quality and effectiveness of the external
audit process.
Going
concern
and
viability
•
challenging management’s assumptions and analysis
underpinning:
–
the Group’s going concern basis of preparation;
–
the long-term viability statement and associated
risk assumptions;
–
accounting policies and disclosures; and
–
key financial reporting judgements and
adjustments, including those related to goodwill
and capitalised product development.
•
placing appropriate emphasis on a detailed review of
severe but plausible downside modelling to ensure:
–
the Group’s capital structure can withstand
unforeseen changes in circumstances; and
–
the current and forecast headroom under
banking covenant limits is adequate.
•
recommending the viability statement and going
concern statement to the Board.
Risk,
Assurance
and
Internal
Audit
•
reviewing the assurance map, which describes all
assurance activities over a multi-year cycle;
•
approving the internal audit plan;
•
overseeing the Group’s risk and compliance
framework;
•
directing the work of Internal Audit;
•
reviewing internal audit findings and follow-up
actions;
•
assessing delivery methods for the future internal
audit activity; and
•
evaluating the effectiveness of the Internal Audit
service partner.
Sustainability,
ethics
and
compliance
•
reviewing the Group’s approach to the Task Force on
Climate-related Financial Disclosures (TCFD); and
•
considering any material matters relating to fraud,
whistleblowing and litigation, including reviewing the
plans, policies and procedures in place to support
compliance with the Economic Crime and Corporate
Transparency Act 2023 (ECCTA).
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AUDIT COMMITTEE REPORT
CONTINUED
Composition
As a former CFO with extensive financial management
and manufacturing processes experience, I assumed the
role of Audit Committee Chair following the conclusion of
the Annual General Meeting on 24 April 2025, succeeding
Polly Williams, who remained on the Committee until
Fair,
balanced
and
understandable
At its February 2026 meeting, at the Board’s request, the
Committee reviewed the content of the 2025 Annual
Report and Accounts. Following the Committee’s review
and incorporation of its comments, it confirmed that the
document was true and fair, that the External Auditor’s work
Consideration
of
significant
financial
reporting
matters
Regarding the 31 December 2025 Financial Statements (pages 153–210), the Audit Committee considered the following
topics, which, due to the level of materiality and degree of judgement exercised by management, are considered significant.
The Committee questioned the judgements and estimates made on each significant matter and deemed them appropriate and
acceptable.
26 February 2026, when she retired from the Board.
On 1 January 2026, Charlotta Ginman, a qualified chartered
accountant, former investment banker and CFO, joined
the Board and the Audit Committee. The Board is satisfied
that Charlotta and I bring recent and relevant financial
experience, representing 50% of the current Committee, and
that, supported by our Internal Audit co-source provider and
our External Auditor, the Audit Committee has the necessary
collective expertise and financial understanding to fulfil its
responsibilities and support ongoing initiatives.
Regular attendees at Committee meetings included the CEO,
CFO, Group Financial Controller, Company Secretary, and
representatives from our External Auditor and Internal Audit
co-source provider.
Committee
review
As part of the Board’s annual review process, the Committee
assessed its performance during the year. This review was
supported by an anonymous, internal online survey. The
review indicated an open environment that encouraged
curiosity and constructive challenge, together with
well-chaired meetings facilitating clearly framed discussions.
Actions arising from this review agreed by the Committee
included enhancing value as part of the external audit tender
process. The review also highlighted that, in 2026, the
Committee will continue to consider how risk matters are
managed under the Board’s oversight. In addition, further
building a relationship with the Internal Audit co-source
partner, BDO LLP, to ensure alignment with the business and
delivery against objectives was agreed as an action for 2026.
Overall, the Committee concluded that the review
demonstrated that it was operating effectively in 2025,
fulfilling its role in accordance with its Terms of Reference.
was effective, and that the process supporting the viability
statement was robust. The Committee considered that
the 2025 Annual Report and Accounts, taken as a whole,
was fair, balanced and understandable, and provided the
information necessary for shareholders to assess the Group’s
position, performance, business model and strategy.
To assist in the assessment process, the Committee
considered:
•
External Auditor comments as part of its review of
narrative reporting;
•
reviews of the monthly management accounts, enabling
trends to be monitored throughout the year;
•
the Group’s use of APMs, including the appropriateness
of their current use and disclosure in the Financial
Statements and Strategic Report;
•
evidence provided by management around the content
and process for preparing the 2025 Annual Report and
Accounts;
•
reviews of the Annual Report undertaken at different
Group levels, with confirmation provided to the
Committee that the reporting meets the required
standards; and
•
reviews of the narrative reporting by all Directors prior
to the Board’s formal consideration of the draft Annual
Report.
Significant matters for the year-ended
31 December 2025
How the Audit
Committee
addressed
these
matters Conclusion
Valuation
of
goodwill
The carrying value of
goodwill is a material item
on the Group balance sheet
and may require impairment
if expected future benefit of
cash-generating units
reduces.
The Committee reviews the impairment assessments
performed by management at least annually (discounted
cash flow forecast for each cash-generating unit (CGU)) to
provide comfort over the balance sheet value.
The Committee challenges the appropriateness of
judgements and forecasts used in management’s
impairment assessment, including the calculation of
WACC rates and forecast growth rates.
The Committee concurred
with management’s
conclusion that, for the
America and Europe CGU,
there remains adequate
headroom between
the value in use and
the carrying value. The
Committee was satisfied
that there was no further
indication of impairment.
Capitalised
product
development
As part of the Group’s
product development
process, direct costs
associated with new
products are capitalised
and amortised over their
expected useful life.
The carrying value of
these costs is rising in line
with increased product
development as the
business has grown, and
requires judgement over the
capitalisation, amortisation
and recoverability of these
assets associated with these
products.
The Committee reviewed three key aspects of this
accounting: appropriateness of capitalisation, timing
and quantum of amortisation, and recoverability of the
capitalised amount.
Capitalisation
The Committee reviewed rates of capitalisation relative
to gross spend and assessed whether the approach to
capitalisation was consistent with relevant accounting
standards and with prior years.
Amortisation
The Committee reviewed rates of amortisation relative to
prior years and assessed whether the useful lives applied
were consistent with the Group’s published policies.
Recoverability
The Committee was
satisfied with the
judgements used and
the carrying value of
capitalised product
development at year-end
including the decision
to impair certain values
due to changes in future
revenue estimates.
The Committee reviewed revenue streams for capitalised
products that have been released for sale, as presented by
management.
This enables challenge of performance of new products
compared to expectations and the opportunity for the
Audit Committee to conclude on the recoverability of
capitalised product development.
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Significant matters for the year-ended
31 December 2025
How the Audit
Committee
addressed
these
matters Conclusion
To ensure readiness for compliance with Provision 29 of the
UK Corporate Governance Code 2024, which came into
effect on 1 January 2026, the Committee actively engaged
with management throughout the year and received regular
updates on progress. Material financial and non-financial risk
and controls, covering operational, compliance and reporting
risks, were reviewed and approved by the Committee.
A structured programme of dry-run controls testing, within
the scope of the Board’s internal controls attestation
commenced during the year. Testing was performed by the
second line of defence, with internal audit commencing
selective validation, which will continue into 2026.
The Committee is pleased with the progress made in 2025
to strengthen the control environment. No material control
weaknesses were identified. Areas for further enhancement
identified through dry-run testing will be addressed through
agreed management actions and the Committee will
continue to monitor this in 2026.
Overall, the Committee is satisfied with the Company’s risk
management and internal controls through the year, and
the adequacy of the planned and resourced internal audit
programme.
Internal
audit
The 2025 internal audit plan was delivered in partnership
with BDO LLP (BDO), who were appointed as the Internal
Audit co-source provider from the beginning of 2025.
Alongside our team, BDO delivered independent and
objective assurance on the effectiveness of the Group’s risk
management processes and controls, in line with the internal
audit plan approved by the Committee. They conducted
financial and non-financial internal audits as part of the 2025
internal audit plan.
Key activities included:
•
an evaluation of XP’s processes and key financial controls
at the Company’s Singapore site;
•
a review of the design and implementation of key
The quality, experience and expertise of our internal audit
service partner is assessed annually through an internal
survey and the results of the 2025 review confirmed the
Committee’s satisfaction. These findings also contributed
to discussions regarding the presentation of internal audit
reports.
Given th
e scale and complexity of the Group, the Committee
remains confident that a co-sourced model is the most
effective approach to ensuring independent and objective
assurance of the Group’s risk management, control and
governance processes for higher-risk locations, and access
to subject matter expertise linked to our risk profile. The
Committee agreed updates to the delivery of the internal
audit plan throughout the year to ensure the framework and
audit timings remained appropriate.
The Committee further reviewed the scope and planned
activity of internal audit, as part of finalising the internal
audit plan for the year ahead. This was aligned with the risk
assurance map and the Board’s risk monitoring process,
which guided the selection of areas for risk assurance and
internal audits and was informed by the Board’s most recent
annual risk assessment. The Committee agreed that controls
testing for medium-risk locations would continue to be
performed internally, enabling BDO to focus on higher-risk
locations and other non-financial internal audits that required
their specific expertise.
Application
of
accounting
policies
The Group’s accounting policies are set out in Note 2 to the Financial Statements on page 157. The Committee has reviewed
these policies to ensure they are appropriate and have been properly disclosed and applied.
Internal
control
The Board is ultimately responsible for the Group’s system of internal controls and their ongoing assessment. For further
details, see our Risk Management Framework on page 34.
In 2025, on behalf of the Board and with the assistance of a risk assurance map and internal audit function, the Committee
maintained strong oversight of the Group’s internal controls, risk management framework and principal financial risks
throughout the year, ensuring these critical areas operated effectively. The Committee reviewed the outcome of the key
financial controls audits and non-financial audits included in the internal audit programme. Management provides the
Committee with timely updates on key accounting issues and financial controls.
controls over cybersecurity risks;
•
a review of XP’s fraud risk management framework and a
readiness assessment against ECCTA; and
•
an assessment of the Group’s approach, methodology,
scoping and planned future work to meet the
requirement of Provision 29 of the UK Corporate
Governance Code, alongside the Group’s controls
self-assessment programme covering all sites.
The reviews’ findings, recommendations and controls
observations were rated and presented to the Committee
for feedback or further action. Management assessed the
recommendations and implemented agreed actions within
specified timelines. The Internal Auditor regularly tracked
progress and provided the Committee with status updates.
Inventory
The risk of obsolescence
and ongoing control over
existence and completeness
of inventory balances is a
key focus for balance sheet
accuracy.
Physical inventory across all sites was validated primarily
through cycle counts and, where appropriate, sample
counts held at year-end (e.g. for the Work in progress
inventory). The Committee reviewed the accuracy of
ongoing cycle counts and targets set by management.
The Committee reviewed management’s inventory
obsolescence provision, reviewing it for consistency
with the Group’s accounting policy. The Committee also
considered the treatment of the reversal of provisions in
respect of inventory in Asia that was specific to the China
semiconductor market, where this was sold through on
final customer orders.
The Committee was
satisfied that the
counts were conducted
appropriately and that
the current levels of
inventory provisioning are
appropriate.
Viability
statement and
going
concern
Management prepares a
going concern assessment
and viability statement with
consideration of longer-
term forecast cash flows
that consider principal risks,
including climate-related
considerations.
The Committee reviewed the period that viability should
be assessed and reaffirmed that three years remains
appropriate. They also considered how the Group’s
principal risks should be reflected in the modelling of
sensitivity analysis for liquidity and solvency.
It reviewed the results of management’s scenario
modelling and the reverse stress-testing of these models,
along with consideration of the Group’s financing facilities,
covenant tests and future funding plans.
The Committee challenged management to ensure that
the basis of the severe but plausible downside scenario
was sufficiently robust.
Based on this review, the
Committee confirmed
that the application of
the going concern basis
for the preparation
of the Financial
Statements continued
to be appropriate, and
recommended the
approval of the viability
statement, which can be
found on page 42.
Adjusting
items
and
adjusted
measures
Adjusted measures are
not reported as part of the
Financial Statements but are
used in the Annual Report
and Accounts to clarify
underlying performance for
users of the accounts by
excluding items deemed to
be unusual by virtue of their
size or incidence.
The classification of adjusting items is reviewed by the
Committee and only includes items of significant income
and expense, which, due to their size, nature or frequency,
merit separate presentation to allow shareholders to
better understand the elements of financial performance.
The Committee reviewed items to be included throughout
the year to confirm appropriateness.
The Committee also considers the disclosure of adjusting
items to ensure that they are adequately explained, not
given undue prominence and are clearly reconciled to the
reported results.
The Committee was
satisfied that the
classification of adjusting
items was appropriate.
Pauline Lafferty
Chair
Polly Williams
1
Daniel Shook
Charlotta Ginman
2
2
From 1 January 2026.
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AUDIT COMMITTEE REPORT
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OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
REMUNERATION COMMITTEE REPORT
External audit effectiveness and
independence
The Committee assesses audit effectiveness throughout the
financial year using an assurance-based qualitative approach
involving all appropriate stakeholders. Questionnaire
responses are combined with evidence-based reports to
the Committee for discussion. This involves reviewing the
detailed audit plan and its key audit risks, the amount,
experience and composition of resources on the audit, and,
where appropriate, the use of specialists and technology.
Management provides feedback, evaluates the performance
of the external audit teams, and considers the quality of the
audit alongside any communication and interaction with the
finance teams across the Group. The Committee reviewed
issues that arose during the audit and agreed resolutions
with the External Auditor. Management and the Committee
concluded that the External Auditor relationship and
audit process remained effective and that the audit teams
provided appropriate challenge. On this basis, the Committee
has recommended to the Board that the reappointment of
PricewaterhouseCoopers LLP (PwC) as External Auditor will
be proposed at the forthcoming AGM.
The last tender for the External Auditor was conducted
in 2023 when the Board approved the reappointment of
PwC. In line with UK domestic law as reflected in the Audit
Committee and External Audit Minimum Standard, which
includes the requirement to rotate the statutory Auditor
after 20 years, XP recognises that, as PwC were appointed
in 2007, a new auditor is required for the accounts in 2027.
Planning for the tender process continued throughout 2025,
during which the business has managed relationships with its
advisers to ensure that the considered audit firms are able to
be independent. It is expected that the tender process will be
conducted and concluded during 2026, with the new Auditor
to be appointed for the 2027 Audit. In accordance with best
practice, the audit partner rotated off after five years in
2024, when the current audit partner, Lee Chian Yorn, took
over the engagement.
The Audit Committee reviews the role, independence and
objectivity of the External Auditor. A formal statement of
independence is received each year, alongside a report on
the safeguards in place to maintain their independence, and
internal measures to ensure objectivity. The Committee and
External Auditor discuss areas where management has been
challenged, whether matters have been addressed correctly
by management and how any disagreements have been
resolved. The Committee is satisfied that this independence
has been maintained.
The policy on the engagement of the External Auditor
for non-audit work reflects regulatory requirements. It
requires approval by the Committee Chair for any non-audit
engagement where the estimated fees are below £10,000,
and approval by the full Committee when the fees exceed
£10,000. The Chief Financial Officer monitors any proposed
non-audit engagements of PwC and refers them to the Chair
for approval as appropriate. The policy does not permit
work to be placed with the Auditor if it could compromise
auditor independence, such as functioning in the role of
management. Non-audit fees paid to the Auditor were
£0.03m (2024: £0.05m), which represents 3.5% of the audit
fee. The only non-audit engagement during the year was in
respect of the interim results review, which is technically not
statutory audit work but is typically assigned to the audit
firm and was approved by the Committee. The Committee
considers the level and nature of non-audit work to be
modest and not to compromise the independence of the
External Auditor.
DANIEL
SHOOK
AUDIT COMMITTEE CHAIR
2 March 2026
The Committee’s focus remains
on ensuring reward programmes
incentivise employees to deliver
XP Power's strategy.
PAULINE
LAFFERTY
REMUNERATION COMMITTEE CHAIR
Dear
shareholder,
This report sets out details of the Directors’ remuneration
in 2025 and how the Remuneration Committee anticipates
operating the Directors’ Remuneration Policy in 2026.
The current Remuneration Committee members are all
independent Non-Executive Directors. Amina Hamidi
and Polly Williams served on the Committee until they
stepped down from the Board on 2 October 2025 and
26 February 2026, respectively, and Charlotta Ginman
was appointed to the Committee on 1 January 2026. The
Committee met on five occasions during the reporting
period, with the CEO invited to attend as appropriate. See
page 85 for details of meeting attendance.
2025 AGM result
The Committee carefully considered the results of the
shareholder vote on the resolution to approve last year’s
Remuneration Report, which received support by only 48%
of votes cast at the 2025 AGM, significantly below the
percentage of votes for our remuneration reports in previous
years. Ahead of the AGM, the Remuneration Committee
Chair wrote to the Company’s top 20 shareholders and
engaged with its key investors. During that process,
shareholders indicated strong support for the Executive
Leadership Team overall, but some challenged the level of
bonus payout against the Adjusted Profit Before Tax metric
(of 13% of the bonus opportunity for the CEO and CFO) in a
year where wider performance was not robust. This view was
reflected in commentary by certain proxy voting advisers,
who recommended voting against this resolution.
Following our engagement, we are comfortable that those
shareholders who voted against the Remuneration Report
did not have ongoing concerns with the overall remuneration
structure at XP Power, only around its implementation in
2024. The Committee has taken this feedback on board in
the implementation of the Policy for the 2025 financial year
and in its review of the Remuneration Policy for 2026.
Key
remuneration
decisions
for
2025
2025 brought slower market conditions due to customer
destocking, while macroeconomic and geopolitical
uncertainty inevitably delayed the expected market recovery.
The Executive Directors closely monitored and responded
to the conditions, with mitigating actions put in place early
in the year. The Group lowered costs, maximised cash
and improved balance sheet resilience via a prudent share
Placing, which led to a significantly improved and increasingly
resilient financial performance as the year progressed.
Our long-term progress was supported by numerous new
product launches, strong growth in new business wins and
important strategic decisions, such as the exit of the RF
Division and the relocation of manufacturing from China
to Malaysia. As a result, the Group ended the year with
renewed momentum and is ready to maximise the benefits
as market conditions improve.
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REMUNERATION COMMITTEE REPORT
CONTINUED
Annual
bonus
The 2025 annual bonus was based 80% on financial
performance and 20% on the attainment of strategic goals,
as it was in the prior year. The financial component was
most heavily weighted on Adjusted Profit Before Tax (50%)
to ensure a focus on top-line performance and efficient
operations, with a 30% weighting on Adjusted Operating
Cash Conversion to reward balance sheet strength.
The on-target performance level for Adjusted Profit Before
Tax was set to outperform the budget and market consensus
at the time the bonus targets were set. While the Adjusted
Profit Before Tax threshold was missed due to market
conditions not improving to the extent envisaged at the time
we set the budget, cash conversion performance materially
exceeded the stretch level following strong underlying cash
generation (noting that the performance excluded any impact
of the Placing).
The Executive Directors performed well against the strategic
objectives set for 2025. These were selected primarily to
reinforce operational efficiencies and financial resilience,
and to ensure a pathway to future growth when our end
markets improve. 2025 has seen a significant increase in
our new product development pipeline and strong levels of
engagement with key customers, creating significant new
product opportunities. Stretching working capital reduction
targets have been met, with the priority now shifting from
reduction to optimisation of inventory to support future
volume growth. Product-cost reductions were also achieved.
Reflecting on the significant achievements made in 2025,
including the strength of the outcome against Health and
Safety performance metrics, the Committee determined that
the strategic objectives element of the bonus will pay-out, as
a percentage of maximum at 86%, 86% and 60% for Gavin
Griggs, Matt Webb and Andy Sng, respectively.
In its deliberations around the bonus outcome, the
Committee reviewed the low vote at the 2025 AGM and
the feedback it received during the 2026 Policy renewal
consultation. The Committee considered whether a
discretionary reduction to the formulaic bonus outcome
should be applied to reflect the reduction in Adjusted Profit
Before Tax year-on-year and the Placing in March. However,
we are mindful that market conditions remained very
challenging during 2025 and that those targets which were
achieved are essential in securing XP Power’s future growth.
Our Executives remain fully committed to the business;
applying downward discretion would harm our ability
to retain and motivate our talent, at Executive level and
across the wider workforce, just as they should be focused
on maximising opportunities from the upturn in market
confidence we have recently observed. As a result, no
discretion has been applied. The Committee believes this
outcome is proportionate, balanced and a fair recognition
of the significant contribution to the improving underlying
operational performance of the business. In reaching this
conclusion, the Committee is mindful that there continues to
be strong ongoing alignment of Executive pay outcomes to
the shareholder experience, through the significant weighting
in the package to share-based remuneration, and the linkage
of the LTIP to stretching EPS and TSR outcomes.
In summary, bonus payments for 2025, as a percentage of
maximum, were 47.2%, 47.2% and 42% for Gavin Griggs,
Matt Webb and Andy Sng, respectively. Half the bonuses
earned by the Executive Directors are deferred into a two-
year share-based award.
Vesting of the 2023 LTIP award
We assessed the Long-Term Incentive Plan (LTIP) awards
granted in 2023 based on three-year performance through to
the end of 2025, with vesting based on cumulative adjusted
EPS growth (for 67% of the award) and relative Total
Shareholder Return (33%).
•
The EPS target range was 480p to 602p, with an actual
EPS outcome of 147.2p, resulting in zero vesting of the
EPS portion of the awards.
•
Our relative TSR performance was below median,
resulting in zero vesting of the TSR portion of the awards.
Given that neither performance condition was achieved, the
award will lapse in full.
In the year-ending 31 December 2025, no malus and/or
clawback provisions were applied to prior awards.
How we ensured employees’ voices
were heard at Board level in 2025
In my role as Chair of the Remuneration Committee and as
the Board’s designated Non-Executive Director for Employee
Engagement, over the course of the year, I held three
virtual engagement meetings with a broad cross-section
of employees. Sessions were held across each geographic
region in which we operate, which enabled employees across
the Group, at various levels and with different tenures, to
share their views on the working environment, ways of
working and agility in decision making, including efficiencies
and any required improvements.
Insights from discussions on cross-team co-operation
and alignment on strategy deployment will inform future
communication planning and operational initiatives. This
feedback, together with findings from the Company’s
anonymous employee surveys, was subsequently reviewed
at Board meetings, with progress subject to ongoing Board
oversight.
The interactive focus groups provided employees with the
opportunity to raise questions and share their views on
remuneration. While no specific comments on Executive pay
were received in 2025, the Remuneration Committee will
give due consideration to any such feedback in the future as
part of its deliberations.
The 2026 Directors’
Remuneration Policy
In line with the normal three-year cycle, we will seek
shareholder approval for a new Directors’ Remuneration
Policy at the 2026 AGM. In advance of this, the Committee
undertook a comprehensive review, considering the incentive
structure, award opportunities and measures that govern
the vesting of awards. We engaged with major shareholders
to ensure a range of perspectives informed this process. In
summary, we do not propose any changes to the existing
executive remuneration framework, which has been in
place since 2020, and which received a strong vote (of 93%)
when it was last submitted for approval at the 2023 AGM.
The Committee believes the current structure continues to
provide the appropriate framework with which to secure
Executive talent, reward performance and our strategy’s
delivery, and align with the interests of our shareholders.
The combination of performance shares and restricted
shares, which we have used for several years, continues to
support XP Power’s ability to recruit, motivate and retain
key talent in markets in which such practices are common,
including growing prevalence across the FTSE landscape.
The 2026 Policy, if supported by shareholders at the 2026
AGM, will cover the next three years. During this period,
the Committee will continue to monitor trading conditions,
market practices and investor guidance to ensure its
implementation supports XP Power’s ambition and aligns
with shareholder interests.
Remuneration
in
2026
Throughout 2025, the Committee reviewed pay trends and
inflationary pressures across all regions in which the Group
operates. These findings shaped the approach to the annual
pay review, which will be effective from April 2026. As a
result, a total average salary increase of 3.5% was approved,
with scope to prioritise larger adjustments for employees
whose pay had fallen behind market rates and for
business-critical or high-potential individuals.
When assessing fixed pay for Executive Directors and other
senior Executives, the Committee considered a broad range
of factors. These included prevailing pay inflation, delivery
against strategic financial objectives, leadership actions taken
to continue to manage controllable factors, progress made
in positioning the Company for a market recovery, and the
need to maintain an appropriate balance between market
competitiveness and wider stakeholder expectations. Having
weighed these factors, the Committee determined that
senior Executives, including the CEO and CFO, would receive
a 3.5% salary increase in 2026, with some variation to reflect
local-country general inflation. Consistent with this approach,
the EVP Asia will receive an increase of 3.9% in 2026.
The structure of the bonus scorecard for Executive
Directors in 2026 remains unchanged from 2025 and
aligns with our short-term strategic and financial priorities
to comprise: Adjusted Profit Before Tax (weighted 50%),
Adjusted Operating Cash Conversion (30%) and strategic
objectives (20%).
In 2026, the Committee plans to grant performance shares
with face values of 120% of salary to Gavin Griggs and Matt
Webb and 75% of salary to Andy Sng. Vesting will remain
dependent on equally weighted, appropriately stretching EPS
and relative TSR performance conditions. The Committee
has approved a TSR range consistent with prior-year awards,
and a FY28 EPS performance range of between 52.0p and
65.1p. This EPS range resulted from detailed consideration
of market conditions (which are expected to improve)
and appropriate longer-term growth rates (informed by
historical EPS growth delivered by XP). The Committee is
satisfied that the range is appropriately stretching given the
Board's view, at the time the targets were set (and when no
market consensus for FY28 was published), of how market
conditions might improve over the next three years. The
2026 performance share grant will be within the limits of the
Policy but higher, by 20% of salary, for the CEO and CFO
than has been granted in recent years, as the Committee is
keen to ensure the award opportunity reflects the quality
of our CEO and CFO and their ongoing contribution to
delivering XP Power’s strategy. The Committee intends
to grant awards of up to 100% of salary in March to the
CEO and CFO (and 75% of salary to Andy Sng) following
announcement of full-year results, consistent with our
historical practice, with the additional 20% of salary to the
CEO and CFO being granted following the shareholder vote
on the 2026 Remuneration Policy at the AGM, consistent
with the views of some shareholders expressed during our
consultation.
Restricted shares will be granted with face values of 15%
of salary for all Executive Directors. In setting these award
levels, the Committee considered the resulting number
of shares and determined that it was appropriate to make
a marginal increase to the face value (for the CEO and
CFO, who were granted 12.5% under previous cycles) as
permitted in the Policy. As for the performance share awards,
the additional 2.5% of salary for the CEO and CFO will be
granted following the shareholder vote at the 2026 AGM.
At vesting, the Committee will assess whether the outcome
gives rise to any windfall gains and will exercise discretion to
adjust the result if necessary.
Our proposed Remuneration Policy and the Directors’
Remuneration Report will be put to shareholders for approval
at the 2026 AGM. We value the views of our shareholders
and hope you will support these resolutions. If you have any
questions or wish to share feedback, I would be pleased to
hear from you at remcomchair@xppower.com.
PAULINE
LAFFERTY
REMUNERATION COMMITTEE CHAIR
2 March 2026
120
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Power Annual
Report
&
Accounts
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XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
Webb
71
55
28
Total
214
346
583
775
80
450
319
190
26
47
20 36
11
10
Basic salary
Pension
Annual Bonus
Long-term incentives
Threshold
On-target
Maximum
Threshold
On-target
Maximum
SEE PAGE 124 FOR MORE INFORMATION
£9.5m
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REMUNERATION COMMITTEE REPORT
CONTINUED
Remuneration
at
a
glance
This table summarises the key components of the Directors’ Remuneration Policy (the “Policy”) set out on pages 134–140,
which is subject to approval by shareholders at the AGM on 23 April 2026, and how the Committee intends to implement the
Policy in 2026.
Component
Summary
of
policy
Operation
in
2026
Base
salary
Base salaries are reviewed annually.
Increases will not normally exceed
the range of increases awarded to
other employees within the Group.
The Remuneration Committee may
also increase a Director’s salary if
there is a change in their role, the
scale or complexity of the business,
or if significant changes to market
practice arise.
The Remuneration Committee undertook its regular review of
Executive Directors’ base salaries and determined that these
should be increased from 1 April 2026 by 3.5% for the CEO and
CFO, in line with salary increases for the UK workforce, and
by 3.9% for the EVP Asia, in line with salary increases for the
Singapore workforce.
Benefits
Benefits are set by the
Remuneration Committee and are
reviewed annually.
Benefits include life insurance, private medical cover and car
allowance.
Pensions
Executive Directors’ pension
contributions are in line with the
pension benefits offered to the
wider workforce in the relevant
geography, which is currently 8% of
salary in the UK.
Gavin Griggs and Matt Webb receive a pension contribution of
8% of base salary. Andy Sng receives a pension contribution in line
with Singaporean employees’ pension benefits.
Annual
The maximum bonus opportunity
is 125% of base salary for the CEO
and 100% for other Executive
Directors.
50% of any annual bonus is
deferred in shares, which vest after
two years, subject to continued
employment.
Specific targets and weightings
may vary according to strategic
priorities, and may include:
•
financial performance; and
•
the attainment of personal and
strategic objectives.
For 2026, the maximum bonus opportunity will be capped
at 125% of salary for the CEO and 100% for other Executive
Directors, with on-target pay-outs of 50% of maximum.
Bonuses will continue to be based on financial and strategic
performance measures. Targets are considered commercially
sensitive so will not be disclosed prospectively and, together
with performance outturns against these, will be published in
next year’s Annual Report on Remuneration. The performance
measures that will apply are:
•
Adjusted Profit Before Tax (50%);
•
Adjusted Operating Cash Conversion (30%); and
•
Strategic objectives (20%).
Andy Sng’s performance objectives are set, in part, with reference
to divisional performance in Asia. His strategic objectives largely
reflect the priorities set out for Gavin Griggs and Matt Webb.
bonuses
100%
125%
150%
225%
SEE PAGE 117 FOR MORE INFORMATION
Rapidly evolving macroeconomic
and geopolitical environment,
with consequential impact on
market conditions requiring
close
monitoring and proactive action
Delayed market recovery
required improvement of
financial performance through
appropriate self-help measures
Need for further improvement
in
balance sheet resilience,
building
on the progress made in 2024
Need to continue to execute
long-term strategy to position
the Group for long-term success
Context to
SEE PAGE 118 FOR MORE INFORMATION
Actions were taken proactively
in H1 to reduce cost and
materially improve financial
performance in H2
Continued strong operating
cash
generation and a proactive
share
Placing delivered significant
balance sheet deleveraging
Strong progress across all six
key
strategic objectives, including
increased new business wins
and a robust pipeline of new
products, supporting long-term
growth
the year
SEE PAGES 118–119 FOR MORE
INFORMATION
2025 bonus outcomes of 47.2%,
47.2% and 42% of maximum for
the CEO, CFO and EVP Asia
Zero vesting under the 2023 LTIP
3.5% increase to the base
salaries
for the CEO and CFO and 3.9%
for the EVP Asia in 2026
for 2025 and 2026
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2025 41 – – 41 – – – 41
2025 61 – – 61 – – – 61
2025 54 – – 54 – – – 54
2025 68 – – 68 – – – 68
2025 70 – – 70 – – – 70
2025 225 – – 225 – – – 225
2025 190 11 10 211 80 28 108 319
2025 450 20 36 506 214 55 269 775
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REMUNERATION COMMITTEE REPORT
CONTINUED
Component
Summary
of
policy
Operation
in
2026
Annual Report on Remuneration
Single
total
figure
of
remuneration
(audited)
The table below shows the total remuneration receivable for each Executive Director for the years-ended 31 December 2025
and 2024, respectively.
£’000
Executive
Directors
Salary/
fees
Benefits
1
Pension
2
Total
fixed
pay
Annual
bonus
3
Share-based
incentives
4
Total
variable
pay Total
Gavin Griggs 2025 583 26 47 656 346 71 417 1,073
2024
570
23
46
639
420
71
491
1,130
Matt Webb
Andy Sng
2024
440
20
35
495
268
55
323
818
2024
187
10
10
207
113
28
141
348
Chair
and
Non-Executive
Directors
Jamie Pike
Pauline Lafferty
Polly Williams
Sandra Breene
Daniel Shook
5
Amina Hamidi
6
2024
220
–
–
220
–
–
–
220
2024
66
–
–
66
–
–
–
66
2024
70
–
–
70
–
–
–
70
2024
52
–
–
52
–
–
–
52
2024
–
–
–
–
–
–
–
–
2024
52
–
–
52
–
–
–
52
1
Benefits include life insurance, private medical cover and car allowance.
2
The pension allowance for Gavin Griggs combines pension contributions and cash in lieu of pension for contributions in excess of £10,000.
3
The annual bonus value represents performance over the relevant financial year: 50% of the pay-out values shown above is deferred into shares. Further 2025
annual bonus details, including performance measures, actual performance and bonus payouts, can be found on pages 124–126.
4
The value of share-based incentives for 2025 represents:
i.
For Gavin Griggs, Matt Webb and Andy Sng, the value at grant of the restricted share awards granted on 5 March 2025 based on a £9.70 share price.
ii.
For Gavin Griggs, Matt Webb and Andy Sng, no value is recorded for the vesting of 2023 LTIP awards as the performance conditions were not achieved
and these awards will lapse in full.
iii.
Further LTIP details, including performance measures, actual performance and vesting can be found on page 127. Further details of the 2025 RSP can be
5
Daniel Shook joined the Board on 1 January 2025.
6
Amina Hamidi stepped down from the Board with effect from 2 October 2025. 2025 remuneration reflects the portion of the year that she was a
Non-Executive Director.
found on page 127.
Share-based
incentives
Share-based incentives are made up
of a Long-Term Incentive Plan (LTIP)
and a Restricted Share Plan (RSP).
The
Remuneration Committee anticipates that it will grant the
following awards in 2026:
LTIP
award
RSP
award
Name
(%
of
salary)
(%
of
salary)
The normal maximum award level
under share-based incentives
is 150% of base salary or up to
200% of base salary in exceptional
circumstances. Up to a maximum
of 15% of base salary may be
granted as restricted shares
without performance conditions. In
calculating value against the limit
for share-based incentives, the
value of restricted share awards
will be multiplied by two to reflect
that they do not have performance
conditions attached.
Gavin
Griggs
Matt
Webb
Andy Sng
120
120
75
15
15
15
LTIP
awards will vest based 50% on 2028 Adjusted EPS and
50%
on TSR versus the FTSE 250 (excluding investment trusts)
measured over three financial years.
The targets for each
element
are:
2028
Adjusted
EPS
(50%
of
maximum)
Vesting
65.1
pence per share or above Maximum (100%)
At or below 52.0 pence per share Threshold
(0%)
LTIP performance is typically
measured over three financial
years, starting with the year of
grant. Vesting occurs on the fifth
anniversary from the date of grant.
TSR
vs FTSE 250 excl. investment trusts
(50%
of maximum)
Vesting
Upper quintile (80th percentile) or above
Maximum (100%)
Median (50th percentile) Threshold
(25%)
RSP awards may be granted
without performance conditions.
Below median
No vesting
Vesting
between threshold and maximum will be measured on a
straight
-line basis.
Non-
Fees are set at a level sufficient to
attract, motivate and retain quality
Non-Executive Directors. Fees are
reviewed periodically.
Non-Executive Directors are
not entitled to participate in the
Group’s incentive plans.
Non
-Executive Director fees were reviewed by the Board
Chair
and the Executive Directors in February 2026 and it was
determined, with effect from 1 April 2026, that the base fee
and additional fee for chairing the Remuneration and Audit
Committees,
and for acting as Senior Independent Director, would
be
increased by 3.5% (rounded up to the nearest £100) to keep
pace with inflationary rises for employees. The Chair’s fee was
reviewed by
the Committee, and an inflationary rise of 3.5% will
be made for 2026. In accordance with the Singapore Companies
Act 1967, a total capped fee amount for
Non-Executive Directors
will be proposed at the forthcoming AGM.
Fee from
Fee from
1 April 2025 1 April 2026
Chair’s
fee £226,000 £234,600
Base
fee £54,600 £56,600
Additional
fee for Audit or
Remuneration
Committee Chair £10,300 £10,700
Additional
fee for acting as Senior
Independent
Director £10,300 £10,700
Additional
fee for extra
responsibility
1
£5,200 £5,400
1
Extra responsibilities include acting as designated NED for workforce engagement
or as a Board representative on an Executive Committee.
Executive
Directors’
fees
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REMUNERATION COMMITTEE REPORT
CONTINUED
Notes to the single total figure table
Base
salary
in
the
year-ended
31
December
2025
Executive Directors’ base salaries are reviewed by the Committee with effect from 1 April each year and when the position or
responsibility of an individual changes. Executive Director base salary changes during the year were:
The Committee assessed the Executive Director strategic objectives against the targets set at the start of the year. These are
summarised below for Gavin Griggs and Matt Webb. Andy Sng’s objectives are set largely to reflect these priorities but with
reference to divisional performance in Asia. These objectives are not disclosed in detail in the following table as the Board
consider them to be highly commercially sensitive which, if disclosed, could reduce our ability to operate competitively.
Performance
assessment
in
2025
Overall
Delivery
1
Base salary from
1 April
2024
Base
salary
from
1 April
2025
Increase
Gavin Griggs
£570,000
£587,100
3%
Matt Webb
£440,000
£453,200
3%
Andy Sng
S$320,000
S$329,600
3%
Pensions
in
the year-ended
31
December 2025
(audited)
Executive Directors’ pension contributions are aligned to those offered to all employees in their respective countries of
employment. They are 8% of base salary for UK Executive Directors and equivalent to c.5% of base salary for Andy Sng, who is
based in Singapore.
Directors may opt to receive their pension allowance as cash in lieu of pension contribution.
Annual
bonus
in
the year ended
31
December 2025
(audited)
The maximum annual bonus opportunity in 2025 was 125% of base salary for the CEO and 100% of base salary for other
Executive Directors. The table below summarises performance against the Group performance targets set by the Committee
for the year. For the 2025 financial year, the Committee made a one-off adjustment to the payout curve for the financial
metrics such that achieving threshold performance would deliver 10% of max, down from 25% used by XP Power in
recent years.
Threshold
On-
target
Maximum
Weighting
(10%)
(50%)
(100%)
Actual
%
achieved
Adjusted profit before tax
50%
£14.3m
£19.3m
£24.3m
£9.5m
0%
Adjusted operating cash conversion
1
30%
100%
125%
150%
225%
100%
Strategic objectives
20%
See below
See below
1
For Gavin Griggs, Matt Webb and Andy Sng, calculated as Adjusted cash generated from operations as a percentage of Adjusted operating profit for the
full year.
Strategic
objectives
2025
Strategic progress –
reset group for future
growth and ensure
delivery of the plan
'the right way'
Record levels of sampling, up 21% on 2024 and new business wins, up 12%
on 2024, both above target levels.
Reset product portfolio for future growth by negotiating exit from the RF
market while maintaining support for key customers.
Launched 24 new products to the market (the highest level for more than
eight years) with a clear pipeline for 2026.
Exit from the Kunshan manufacturing facility and completion of the
Malaysia build.
100%
Customer Target for 2025 was to improve weighted average NPS score of 25 for 2024.
This target was exceeded with a weighted NPS score of 29. Even though
the target was achieved, the achievement of this objective was determined
as 70%, in recognition that the NPS score remains below the highest levels
observed externally.
Supply chain reset in 2025 to improve overall customer experience in 2026.
The operational performance and customer experience will improve with
respect to lead times and product availability.
70%
Employee
Engagement and
Experience
Employee Engagement results at 4.15 out of 5.00
2
(2024: 4.03), the highest
result for four years.
Significant progress engaging all employees in the Health and Safety agenda
following the launch of the “Safety Begins with Me” programme in 2024.
The following metrics evidence the progress made.
•
Total Recordable Injury Rate (TRIR): 0.15. This is a 64% reduction from
2024 (0.42 → 0.15) and the lowest level since we started tracking this
measure, reflecting stronger site-level engagement and enhanced focus
on hazard identification, training and prevention.
•
Lost Time Injury Rate (LTIR): 0.04, a 79% reduction from 2024 (0.19 →
0.04) and the lowest level since we started tracking this measure,
•
Absolute injury counts: First Aid/Record Only cases declined from 55 to
18; Medical Treatment cases decreased from 11 to 4; Lost Time injuries
reduced to 1.
100%
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Power Annual
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for the year ended 31 December 2025
Aim to lead
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REMUNERATION COMMITTEE REPORT
CONTINUED
Performance
assessment
in
2025
Overall
Delivery
1
Long-term incentive awards vested, or due to vest, with respect to performance in the
year-ended 31 December 2025
Graded ‘A’ by Carbon Disclosure Project (CDP) ~ top 4% of rated companies,
up from ‘B’ in 2024.
Rated number one by Sustainalytics and MSCI versus their defined
peer group.
Considerable progress was made against SBTi targets. Renewable energy
reached 53% of both on-site renewable generation and renewable
electricity purchased from the grid, providing a more complete and accurate
view of progress toward our Net Zero by 2040 commitment.
XP regularly benchmarks its sustainability performance against close peers.
Its sustainability ratings and initiatives are at the top of the peer group
across most metrics or high and on an improving trend.
75%
2023
LTIP
awards
(audited)
LTIP awards were granted on 17 March 2023 (and on 14 September 2023 to Matt Webb on his joining), the vesting of which
was based 67% on cumulative EPS and 33% on TSR versus the FTSE 250 index excluding investment trusts over the three
financial years ended 31 December 2025. The table below summarises performance against the targets.
Weighting
Threshold
(25%
vesting)
Maximum
(100%
vesting)
Actual
%
achieved
Cumulative EPS
67%
480.0p
602.0p
147.2p
0%
TSR
33%
Median
Upper quintile
Below median
0%
Total
0%
Shares under this award, with performance measured over the three financial years ended 31 December 2025, will lapse in full.
1
All categories carry equal weighting and contribute proportionally to the overall result.
2
Results exclude Vietnam and China employees.
As summarised above, the Committee assessed the performance against each objective set at the start of the year. We
reviewed the resulting payout warranted under this element by considering the additional context of the business and sector
headwinds, which persisted throughout the year. This resulted in an overall payment of 86% of the maximum opportunity for
the strategic element of the bonus for the CEO and CFO. The Committee concluded that this outcome appropriately balances
the recognition of the Executive Directors' leadership and contribution to managing the significant challenges of 2025 with
the stakeholder experience.
Taking into account financial performance and achievement of the strategic objectives, the overall bonus outcome for 2025
was approved at 47.2% of the maximum opportunity for the CEO and CFO.
Andy Sng’s strategic performance objectives are partially set with reference to the performance of our Asia operations. While
these remain commercially sensitive, they are set to align with, and support, the priorities set out for Gavin Griggs and Matt
Webb. The Committee acknowledges Andy’s leadership of the Asia business during a challenging year, particularly his focus
on Customer and Employee Engagement and his strategic agility to respond to the macro and geopolitical backdrop. However,
certain objectives set at the start of the year were not met, resulting in an overall assessment by the Committee warranting
the payout of 60% of the maximum opportunity for this bonus element and an overall bonus outcome for 2025 of 42% of
maximum.
The Committee carefully considered whether those outturns were appropriate and, reflecting on performance achieved in
the year, no discretion was applied to amend the 2025 formulaic outputs. Half of the 2025 annual bonuses for Executive
Directors are deferred into shares, vesting after two years.
Scheme
interests
awarded
in
the
year-ended
31
December
2025
(audited)
LTIP and RSP awards were granted to Executive Directors in 2025 and were equal in value to 100% of salary (LTIP) and 12.5%
of salary (RSP) for both Gavin Griggs and Matt Webb, and 75% of salary (LTIP) and 15% of salary (RSP) for Andy Sng, as
follows:
Date
of
grant
Plan
1
Type of award
Face value
of
award
Number
of shares
awarded
End of
performance
period
Gavin Griggs
5 March 2025
LTIP 2017
Nominal-cost options
£569,991
58,762
31/12/2027
5 March 2025
RSP 2020
Nominal-cost options
£71,247
7,345
n/a
5 March 2025
DBP 2017
Nil-cost options
£210,170
21,667
n/a
Matt Webb
5 March 2025
LTIP 2017
Nominal-cost options
£439,992
45,360
31/12/2027
5 March 2025
RSP 2020
Nominal-cost options
£55,000
5,670
n/a
5 March 2025
DBP 2017
Nil-cost options
£134,190
13,834
n/a
Andy Sng
5 March 2025
LTIP 2017
Nominal-cost options
£140,155
14,449
31/12/2027
5 March 2025
RSP 2020
Nominal-cost options
£28,023
2,889
n/a
5 March 2025
DBP 2017
Nil-cost options
£56,134
5,787
n/a
1
Awards granted on 5 March 2025 were based on the mid-market share price on the day prior to the grant date, being £9.70.
Date
of
grant
Type of award
Number
of shares
awarded
%
vesting
Dividend
equivalent
payments
per share
Number
of shares
vested or
due
to vest
Value of
shares
vested or
due
to vest
Gavin Griggs
17 March 2023
Nominal-cost options
26,536
0%
–
–
–
Matt Webb
14 September 2023
Nominal-cost options
20,027
0%
–
–
–
Andy Sng
17 March 2023
Nominal-cost options
6,845
0%
–
–
–
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Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
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REMUNERATION COMMITTEE REPORT
CONTINUED
Long-term
incentive
measures
and
targets
(audited)
The performance targets for the 2025 LTIP awards are:
The table below summarises Gavin Griggs’ outstanding share awards:
Earnings per
share
Total
shareholder
return
2025
award
(50%
EPS
and
50% TSR)
Basis 2027 Adjusted EPS
Threshold (0% vest) At or below 44.5 pence
Maximum (100% vest) 61.4 pence or above
Basis Three-year relative TSR compared with that for the constituents of the
FTSE 250 index (excluding investment trusts)
Threshold (25% vest) Median (50th percentile)
Maximum (100% vest) Upper quintile (80th percentile or above)
Date
of
grant
Exercise
price
Interest as at
31
December
2024
Granted
in the
year
Forfeited
in the
year
Exercised
in the
year
1
Interest as at
31
December
2025
Vesting date
Expiry
date
Vesting between threshold and maximum will be calculated on a straight-line basis.
Awards of restricted shares granted to Executive Directors in 2025 are not subject to performance conditions on vesting.
Directors’
shareholding
and
share
interests
(audited)
A shareholding guideline applies to Executive Directors, which requires them to build and maintain a shareholding equal to
200% of base salary. The guideline will continue to apply in full for one-year post-cessation, with 50% of the guideline level
(100% of base salary) applying for a second year. Deferred bonus shares, restricted shares, vested share options and LTIP
shares, which are still in their holding period or unexercised, will be counted against these requirements on a net of tax basis.
The table below summarises the Directors’ beneficial interests (including that of their connected persons) in the Company’s
shares:
1
On 16 December 2025, awards over 6,371 shares were exercised at a market price of £9.04.
Matt Webb’s outstanding share awards are:
Interest
in
share
awards
Unvested
RSP
awards
Exercise
Date
of
grant
price
Interest as at
31
December
2024
Granted
in the
year
Forfeited
in the
year
Exercised
in the
year
Interest as at
31
December
2025
Vesting date
Expiry
date
Beneficially
Beneficially
and
LTIP
Unvested
Vested
but
owned
owned
awards
for
LTIP
awards
unexercised
shares
shares
Unvested
which
the
for
which
the
Deferred
at
31
at
31
Deferred
performance
performance
Bonus,
RSP
Shareholding
Shareholding
December
December
Bonus
period
has
period is in
and
LTIP
guideline
guideline
2024
2025
shares
completed
progress
awards
(%
of
salary)
met?
Executive
Directors
Gavin Griggs 16,904
23,350
36,593
20,411
111,834
4,015
200%
Building
Matt Webb
12,173
16,312
17,182
13,294
86,328
–
200%
Building
Andy Sng 34,323 34,323 9,496 7,892 27,540 1,304 200% Met
Chair
and
Non-Executive
Directors
Jamie Pike
12,533
17,661
–
–
–
–
n/a
n/a
Polly Williams
4,347
4,999
–
–
–
–
n/a
n/a
Pauline Lafferty
1,739
2,000
–
–
–
–
n/a
n/a
Sandra Breene
2,391
3,548
–
–
–
–
n/a
n/a
Daniel Shook
1
–
4,948
–
–
–
–
n/a
n/a
Amina Hamidi
2
–
2,051
–
–
–
–
n/a
n/a
1
Daniel Shook joined the Board on 1 January 2025.
2
Amina Hamidi stepped down from the Board with effect from 2 October 2025. The beneficially owned shares shown for Amina represent her shareholding at
2 October 2025.
2017 LTIP
22/04/2020
£0.01
2,708
–
–
–
2,708
22/04/2025 22/04/2026
08/03/2022
£0.01
15,277
–
(15,277)
–
–
08/03/2027 08/03/2028
17/03/2023
£0.01
26,536
–
–
–
26,536
17/03/2028 17/03/2029
12/03/2024
£0.01
53,072
–
–
–
53,072
12/03/2029
12/03/2030
05/03/2025
–
58,762
58,762
05/03/2030
05/03/2031
2020 RSP
22/04/2020
£0.01
1,307
–
–
–
1,307
22/04/2025 22/04/2026
03/03/2021
£0.01
1,206
–
–
–
1,206
03/03/2026 03/03/2027
08/03/2022
£0.01
1,909
–
–
–
1,909
08/03/2027 08/03/2028
17/03/2023
£0.01
3,317
–
–
–
3,317
17/03/2028 17/03/2029
12/03/2024
£0.01
6,634
–
–
–
6,634
12/03/2029 12/03/2030
05/03/2025
£0.01
–
7,345
–
–
7,345
05/03/2030 05/03/2031
Deferred Bonus
08/03/2022
–
6,371
–
–
6,371
–
28/02/2024 28/02/2026
12/03/2024
–
14,926
–
–
–
14,926
06/03/2026 06/03/2028
05/03/2025
–
–
21,667
–
–
21,667
05/03/2027 05/03/2029
2017 LTIP
14/09/2023
£0.01
20,027
–
–
–
20,027
14/09/2028 14/09/2029
12/03/2024
£0.01
40,968
–
–
–
40,968
12/03/2029 12/03/2030
05/03/2025
£0.01
–
45,360
–
–
45,360
05/03/2030 05/03/2031
2020 RSP
14/09/2023
£0.01
2,503
–
–
–
2,503
14/09/2028 14/09/2029
12/03/2024
£0.01
5,121
–
–
–
5,121
12/03/2029
1
2/03/2030
05/03/2025
£0.01
–
5,670
–
–
5,670
05/03/2030 05/03/2031
Deferred Bonus
12/03/2024
–
3,348
–
–
–
3,348
06/03/2026
06/03/2028
05/03/2025
–
–
13,834
–
–
13,834
05/03/2027
05/03/2029
130
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Power Annual
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XP
Power Annual
Report
&
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REMUNERATION COMMITTEE REPORT
CONTINUED
Andy Sng’s outstanding share awards are: Total remuneration, annual bonus outturn and long-term incentive outturn for the CEO over the same period is shown below.
Exercise
Date
of
grant
price
Interest as at
31
December
2024
Granted
in the
year
Forfeited
in the
year
Exercised
in the
year
Interest as at
31
December
2025
Vesting date
Expiry
date
2016 2017 2018 2019 2020 2021¹ 2022 2023 2024 2025
The closing share price of the Company’s shares at 31 December 2025 was £9.00 (31 December 2024: £13.06) and the price
range fluctuated between £6.21 and £13.14 over the financial year.
Payments for past Directors (audited)
No payments were made to former Directors in the year.
Payments for loss
of office
(audited)
There were no payments for loss of office.
Assessing
pay
and
performance
This chart shows XP Power’s Total Shareholder Return since 31 December 2015 compared with that of the FTSE 250
(excluding investment trusts), rebased at 100.
500
1
Data in the table is relevant to Duncan Penny up to 2020, and Gavin Griggs from 2021.
Context
for
Directors’
remuneration
While the Committee has not engaged directly with employees on Executive remuneration alignment with the wider pay
policy, the Board has involved the workforce through Employee Engagement sessions (see page 101). The Committee Chair
acts as the designated Non-Executive Director for Employee Engagement, and employees who wish to discuss Executive
pay are encouraged to ask questions on this and any other topics. Any feedback from employees is shared with the Board (or
relevant Board Committee) and forms a valuable input to decision making.
Annual
percentage
change
in
Director
and
employee
remuneration
The table below shows the percentage change (on a full-time equivalent basis, to permit meaningful comparison) in salary,
taxable benefits and annual bonus earned by each Director serving in 2025, compared to the average employee (excluding
Chinese and Vietnamese employees, for whom there has been significant salary inflation). Similar information for former
Directors is published in the relevant Annual Report.
Percentage change
between 2020 and
Percentage change
between 2021 and
Percentage change
between 2022 and
Percentage change
between 2023 and
Percentage change
between 2024 and
2021
2022
2023
2024
2025
Base
Taxable Annual
Base
Taxable Annual
Base
Taxable Annual
Base
Taxable Annual
Base
Taxable Annual
salary benefits bonus
salary benefits bonus
salary benefits bonus
salary benefits bonus
salary benefits bonus
400
300
200
100
0
XP Power Ltd
FTSE Mid 250
Excluding Investment Trust Index
1
Gavin Griggs was appointed CEO with effect from 1 January 2021. The percentage change between 2020 and 2021 compared his CEO pay with his CFO pay.
2
Matt Webb was appointed as CFO with effect from 4 September 2023. The percentage change between 2023 and 2024 assumes a full-time equivalent
for 2023.
3
Jamie Pike joined the Board on 1 March 2022, becoming Chair on 18 April 2023. The percentage change between 2022 and 2023 reflects this change in role
and assumes a full-time equivalent for 2022.
4
Polly Williams stepped down from her role as Audit Chair on 24 April 2025, reducing her total fees in 2025.
5
Sandra Breene joined the Board on 11 October 2022; the percentage change between 2022 and 2023 is based on a full-time equivalent for 2022.
6
Daniel Shook joined the Board on 1 January 2025, no comparative data is available for 2024.
7
Amina Hamidi joined the Board on 11 October 2022 and stepped down from the Board on 2 October 2025. The percentage change between 2022 and 2023
is based on a full-time equivalent for 2022 and the percentage change between 2024 and 2025 is based on a full-time equivalent for 2025.
Total
Shareholder
Return, rebased to 100
at 31 December 2015 (£)
31/12/2015
31/12/2016
31/12/2017
31/12/2018
31/12/2019
31/12/2020
31/12/2021
31/12/2022
31/12/2023
31/12/2024
31/12/2025
CEO total remuneration (£’000)
£800
£531
£684
£562
£1,357
£1,211
£730
£1,026
£1,130
£1,073
Annual bonus (% of maximum)
27%
100%
71%
11%
98%
73%
0%
45%
59%
47.2%
Long-term incentives
(%
of
maximum)
81%
n/a
n/a
80%
81%
33%
26%
0%
0%
0%
2012 Share Options
23/02/2016
£15.43
60
–
–
–
60
23/02/2020
23/02/2026
2017 LTIP
22/04/2020
£0.01
839
–
–
–
839
22/04/2025
22/04/2026
08/03/2022
£0.01
3,639
–
(3,639)
–
–
08/03/2027
08/03/2028
17/03/2023
£0.01
6,845
–
–
–
6,845
17/03/2028
17/03/2029
12/03/2024
£0.01
13,091
–
–
–
13,091
12/03/2029
12/03/2030
05/03/2025
£0.01
–
14,449
–
–
14,449
05/03/2030
05/03/2031
2020 RSP
22/04/2020
£0.01
405
–
–
–
405
22/04/2025
22/04/2026
03/03/2021
£0.01
289
–
–
–
289
03/03/2026
03/03/2027
08/03/2022
£0.01
727
–
–
–
727
08/03/2027
08/03/2028
17/03/2023
£0.01
1,369
–
–
–
1,369
17/03/2028
17/03/2029
12/03/2024
£0.01
2,618
–
–
–
2,618
12/03/2029
12/03/2030
05/03/2025
£0.01
–
2,889
–
–
2,889
05/03/2020
05/03/2031
Deferred Bonus
12/03/2024
–
3,709
–
–
–
3,709
06/03/2026
0
6/03/2028
05/03/2025
–
–
5,787
–
–
5,787
05/03/2027
05/03/2029
Average
employee
8%
1
Executive
Directors
9%
(33%)
41%
19%
(69%)
5%
5%
270%
(4)%
(13)%
(24)%
(2%)
15%
23%
Gavin Griggs
1
57%
Matt
Webb
2
–
Andy
Sng 6%
Non-Executive
Directors
(22%)
–
(24%)
43%
–
(23%)
9%
–
13%
22%
–
(66%)
(100%)
–
(100%)
5%
–
6%
6%
–
7%
n/a
–
n/a
1%
0%
1%
(1)%
0%
(1)%
31%
22%
41%
2%
2%
2%
11%
0%
12%
(18)%
(20)%
(28)%
Jamie Pike
3
–
–
–
–
–
–
239%
–
–
0%
–
–
2%
–
–
Polly Williams
4
(2%)
–
–
14%
–
–
6%
–
–
16%
–
–
(3%)
–
–
Pauline Lafferty
15%
–
–
7%
–
–
2%
–
–
10%
–
–
5%
–
–
Sandra Breene
5
–
–
–
–
–
–
0%
–
–
5%
–
–
4%
–
–
Daniel Shook
6
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Amina Hamidi
7
–
–
–
–
–
–
0%
–
–
5%
–
–
4%
–
–
132
133
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Power Annual
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XP
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REMUNERATION COMMITTEE REPORT
CONTINUED
CEO pay ratio
In line with UK remuneration reporting regulations, the table below shows the ratio of the CEO’s total remuneration to that of
the lower quartile, median and upper quartile of UK employees.
Remuneration
Committee
information
Responsibilities
The Committee is responsible for the remuneration arrangements for Executive Directors and members of the Executive
Year Method
1
25th
percentile
pay
ratio
50th
percentile
pay
ratio
75th
percentile
pay
ratio
Leadership Team and for providing general guidance on aspects of the Remuneration Policy throughout the Group. The
Committee Terms of Reference are reviewed annually and are available in the Corporate Governance section of the Company’s
investor relations website corporate.xppower.com.
2024 Option A 32:1 20:1 13:1
2023 Option A 30:1 18:1 12:1
2022 Option A 23:1 15:1 9:1
2021 Option A 40:1 25:1 15:1
2020 Option A 50:1 31:1 18:1
2019 Option A 21:1 13:1 7:1
1
The reference date for the calculation is 31 December 2025. Methods of calculation are set out in The Companies (Miscellaneous Reporting) Regulations 2018.
Option A was selected as it best reflects the underlying data. As a large portion of the CEO’s pay is variable, the pay ratio is heavily dependent on variable pay
plan outcomes and, for long-term share-based awards, share price movements.
The year-on-year difference in the CEO pay ratio can be principally explained by changes in variable pay outturns over
time. Incentive opportunities make up a significant proportion of Executive remuneration, meaning that the single figure is
correlated to incentive outcomes, and packages for the wider workforce (against which the CEO’s single figure is compared
in this analysis) are typically more weighted towards fixed pay and are, therefore, less variable year-on-year. Lower incentive
outcomes since 2022 explain the decrease in the median CEO pay ratio in recent years. The Committee also considers the
ratio in fixed pay over time, and notes that it is more stable and reflective of XP Power’s policy to determine Executive salary
increases by reference to those awarded to the wider workforce in the relevant jurisdiction.
The table below shows the total pay and benefits, and the salary component, for employees at each of the three quartiles
Committee
review
During the year, the Remuneration Committee assessed its performance, facilitated through an internally managed
anonymous online survey. The results were positive, and the Committee concluded that its performance was effective in
2025 and that it had fulfilled its role in accordance with its Terms of Reference. A key strength identified was that members
individually assimilated the key issues in advance of meetings, enabling informed debate and effective decision making.
Advice
received
in
the year
During the year, Ellason provided remuneration advice to the Company. Ellason provides no other services to the Committee
and has no further connection with the Company or individual Directors. Ellason is a signatory to the Remuneration
Consultants Group’s Code of Conduct. On this basis, the Committee was satisfied that Ellason’s advice was objective and
independent. Fees of £69,100 excluding VAT were paid to Ellason in the year, based on agreed hourly rates and time spent.
Voting on remuneration
The table below sets out voting in respect of the approval of the Directors’ Remuneration Policy at the AGM in 2023 and the
Directors’ Remuneration Report at the 24 April 2025 AGM.
in 2025.
Total
pay
and
Salary
component
Approval of the Directors’
Meeting
Votes
for
%
of votes
for
Votes
against
%
of votes
against
Votes
withheld
Year benefits
of total pay
Remuneration Policy 18 April 2023 14,041,945 92.61% 1,120,232 7.39% 1,501
25th percentile £34,305 £32,527
50th percentile
£60,570
£54,075
75th percentile
£97,395
£85,750
Chief Executive
£1,073,000
£582,825
The CEO’s pay ratio to the median pay of UK employees is a function of our pay, reward and progression policies for the
Company’s UK employees and all XP employees. The Company aims to pay all employees, including the CEO, in accordance
with its values, its desire to pay for performance, internal relativities and appropriate external market reference points.
Relative
importance
of
spend
on
pay
This chart illustrates the relative importance of spend on pay compared to shareholder dividends paid.
Approval of the Directors’
Remuneration Report 24 April 2025 9,751,317 48.38% 10,404,802 51.62% 1,533,151
We continue to engage on Executive remuneration, seeking to strike the right balance of interest among all shareholders.
£100m
£80m
£91.3m
£88.1m
1
Group employment costs include
Directors’ remuneration. Refer to
Note 6 in the Financial Statements
for more details.
£60m
£40m
£20m
£0m
2024
2025
2024
2025
Distribution
to
shareholder dividends
Group employment
costs
1
A
£0
134
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Directors’
Remuneration
Policy
The Directors’ Remuneration Policy is subject to a binding vote at the AGM on 23 April 2026 and, if approved, will apply from
this date. The intention is that the Policy will apply for a period of at least three years.
During 2025, the Committee reviewed the existing Policy from the perspectives of its suitability to the Company, its
compliance with investor and governance guidelines, and its competitiveness against relevant markets for talent. As part of
the review process, the Committee sought the views of other Board members, Executives and external advisers, as well as our
larger shareholders and shareholder advisory bodies. The Committee is satisfied that the Policy continues to be appropriate
for the Company and no changes are proposed.
The information in this section is not subject to audit. A copy of the Policy is available in the Corporate Governance section of
the Company’s investor relations website corporate.xppower.com.
The
policy table
The objectives of the Remuneration Policy are to:
•
reward employees and Executive Directors appropriately for the work they do (base salary);
•
provide market-competitive remuneration packages to enable retention or recruitment (base salary plus benefits);
•
incentivise employees and Executive Directors to perform at their best consistently (bonus/long-term incentive plan/
restricted share plan);
•
align shareholders’ and senior management’s interests (bonus in shares, long-term incentive plan/restricted share plan and
shareholding guidelines); and
•
retain key staff (long-term structures with delayed vesting).
The following Directors’ Remuneration Policy table provides a summary of the key components of the remuneration package
proposed for approval at the 2026 AGM. Other than a minor clarification to explain the operation of our incentives, no
changes were made to the prior policy table.
Purpose Operation Opportunity
Applicable
performance measures
Purpose Operation Opportunity
Applicable
performance measures
Base
salary
To help recruit, retain and
motivate high-performing
Executives.
Reflects the individual
experience, role and
importance of the Executive
Director to the business.
Base salaries are set by the Remuneration
Committee and normally reviewed annually.
Increases are effective from 1 April, although
increases may be awarded at other times if
the Remuneration Committee considers it
appropriate.
A market benchmarking exercise will be
undertaken periodically as determined by
the Remuneration Committee to ensure that
base salary remains around the median of the
market level for roles of a similar nature, and
to reflect the individual’s skills, experience and
performance.
Base salaries are reviewed
annually. Increases will not
normally exceed the range of
increases awarded to other
employees within the Group.
The Remuneration Committee
may also increase a Director’s
salary if there is a change in
the scope of their role, the
scale or complexity of the
business, or if significant
changes to market practice
arise, which the Remuneration
Committee believes justifies a
further increase in base salary.
n/a
Benefits
To help recruit, retain and
motivate high-performing
Executives.
Benefits are set by the Remuneration
Committee and reviewed annually.
Benefits currently received by the Executive
Directors include:
The Company provides a
range of market-benchmarked
benefits. The costs of these
benefits may change
year-on-year due to
external costs.
The Remuneration Committee
has flexibility to provide benefits
that would typically have
been available to an Executive
Director in an overseas
jurisdiction when recruiting from
outside of the UK.
n/a
To provide market
competitive benefits.
•
Paid holidays
•
Life insurance
•
Private medical cover
•
Housing allowance
•
Car allowance
Other allowances provided to the wider
workforce may also be provided.
Annual
bonuses
Align the interests of
Executive Directors and
shareholders in the short and
medium terms.
The annual bonus scheme participation
levels (including maximum opportunities) are
determined by the Remuneration Committee
following the end of the year, based on
performance achieved against the performance
metrics set.
Awards are split equally between (i) cash; and
(ii) shares vesting after two years, subject to
continued employment or good leaver status.
Amounts equivalent to any dividends or
shareholder distributions made in respect of
awards at vesting, are paid at the discretion of
the Remuneration Committee.
Up to 125% of base salary for
CEO and up to 100% for other
Executive Directors. Executive
Directors will receive 25% of the
maximum award for threshold
performance and 50% for on-
target performance.
Specific targets and
weightings may vary
according to strategic
priorities and may include:
•
financial performance;
•
the attainment of
personal, operational,
and strategic
objectives; and
•
weighting which
will focus on Group
financial performance.
The Remuneration Committee has the
power to reduce unpaid annual bonuses and
clawback bonuses already paid on a net basis in
circumstances set out following this table.
Pensions
Provide a basic pension
benefit that would be
expected for the position.
A percentage of base salary is paid into a
defined contribution scheme.
In line with pension benefits
offered to the wider workforce
in the relevant geography, which
is currently 8% in the UK and
6% in Singapore.
n/a
Share-based
incentives
Align the interests of
Executive Directors and
shareholders in the long term.
Incentivise long-term value
creation.
Share-based incentives are made up of a
Long-Term Incentive Plan (LTIP), and a
Restricted Share Plan (RSP).
The normal maximum award
level under share-based
incentive plans is 150% of base
salary or such higher amount as
the Remuneration Committee
in its absolute discretion may
determine, up to a maximum of
200% of base salary. The 200%
cap is restricted to exceptional
circumstances only.
n/a
LTIP awards may be made in the form of
conditional share awards, nil or nominal cost
options. The LTIP also provides for awards to
be structured as stock appreciation or phantom
rights, which may be suitable for awards
granted in overseas jurisdictions.
25% of a LTIP award will vest for
threshold performance.
Specific targets and
weightings may vary
according to strategic
priorities at the start of
each performance period
and may include:
Performance is typically measured over three
financial years starting with the year of date of
grant, or any longer period as the Remuneration
Committee may decide.
•
financial
performance
(such as EPS);
•
value creation (such
as TSR); and
An award will be subject to a two-year holding
period.
•
strategic objectives.
Weighting is expected to
focus on Group financial
and value creation
performance measures.
RSP awards may be granted without
performance conditions.
Restricted share awards normally vest five years
from the date of award.
Up to a maximum of 15% of
base salary may be granted
as restricted shares without
performance conditions.
In calculating value against the
150% of salary limit for
share-based incentives, the
value of restricted share
awards will be multiplied by
two to reflect that they do not
have performance conditions
attached.
n/a
136
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Power Annual
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&
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for the year ended 31 December 2025
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REMUNERATION COMMITTEE REPORT
CONTINUED
Purpose Operation Opportunity
Use
of
discretion
Applicable
performance measures
•
the treatment of leavers, and discretion when dealing with adjustments for corporate events (such as changes in control,
rights issues, de-mergers and acquisitions etc.).
Annual bonus documentation and the LTIP rules contain provisions to give the Committee the ability to apply discretion to
adjust any formulae and workings to reduce vesting levels to ensure pay-outs fully and properly reflect overall performance
and the shareholder experience, and in response to exceptional negative events.
Performance
measures
and
targets
The Company’s incentive plans use a range of performance measures linked to business strategy and current key priorities.
Measures and weightings will be described in the respective Directors’ Remuneration Report. Performance targets will be
challenging, yet achievable, and will require stretching out-performance to achieve the maximum. Annual bonus targets will
usually be disclosed when they are no longer commercially sensitive. LTIP targets will usually be disclosed on a prospective
basis where possible.
Malus
and
clawback
Annual bonus documentation, the LTIP and RSP rules, will contain provisions enabling the Committee to apply malus and
clawback provisions. These allow the Committee to determine, in its absolute discretion, that an unvested award or bonus
award (or part of an award) may not be permitted to vest, or that the level of vesting is reduced in certain circumstances or
when payment back of some, or all, of an award is required after vesting. The Committee considers a period not exceeding
three years from the determination of an award to be sufficient for the Group's processes and systems to identify the
occurrence of any relevant trigger event. Where the Committee acts fairly and reasonably within a period not exceeding three
years to determine that:
•
a serious breach of the Company’s code of ethics has arisen; or
•
a serious health and safety issue has occurred; or
•
the award holder has participated in, or was responsible for, conduct that has resulted in significant losses to the Group; or
•
the award holder has failed to meet appropriate standards of fitness and propriety resulting in a material negative effect
on the Group; or
•
the award holder has committed material wrongdoing or has breached the terms of their employment contract in such
manner as would result in a potentially fair reason for dismissal; or
•
there was a material error in determining whether an award should be made, in determining the size or nature of the award
or the extent to which it has vested,
it may require any unvested awards held by the award-holder to lapse in whole, or in part, immediately, and/or may require the
award holder to repay the Company the after-tax value of some, or all, vested awards received during that period, in such form
as it may determine.
Malus and clawback will continue to apply to any awards held by leavers and those vesting in connection with corporate
events/changes in control. The Committee has the right to apply the malus provision to an individual or on a collective basis. It
shall also (acting reasonably and in good faith) determine the amount or award subject to clawback.
Legacy
commitments
The Committee reserves the right to honour any legacy remuneration arrangements including those made under a previously
The Company’s incentive plans, including the annual bonus scheme, share option scheme, LTIP and RSP will be operated
within the rules of the relevant scheme, together with all applicable laws and regulations. The Remuneration Committee may
operate the discretion contained in the relevant plan in order to facilitate its administration and operation. Discretion includes
(but is not limited to):
•
who is invited to participate or receive awards, the size and timing of awards, or payments;
•
the setting of appropriate performance measures and targets from year to year, and any adjustment of these, considering
market conditions;
•
the annual review of performance against targets for the determination of bonuses and awards;
•
the determination of vesting and performance periods; and
approved Directors’ Remuneration Policy.
Approach
to
Executive
recruitment
In the event of the recruitment of a new Executive Director, the Remuneration Committee considers the structure and
levels of the remuneration for existing Directors and prevailing market practice, together with the skills and value it believes
the new Director will bring to the Company. It is, therefore, expected that a new Director’s package will include the same
elements as those of existing Directors, and the maximum level of variable remuneration for annual bonus and LTIP will be
capped as it is for existing Executive Directors. Depending on the timing of any appointment, the performance measures
and targets used for incentive purposes may differ from existing Executive Directors for the first performance cycle. The
Committee may agree to meet any relocation expenses or other benefit arrangements if they are in the best interests of
shareholders. In addition, the Remuneration Committee will have discretion to make payments or awards to buy out incentive
Share-based
incentives
Align the interests of
Executive Directors and
shareholders in the long term.
Incentivise long-term
value creation.
Clawback: The Remuneration Committee
has the discretion to claw back some, or all,
awards granted under share-based incentive
plans by reducing unvested awards or
requiring the return of the net value of vested
awards to the Company in circumstances set
out following this table.
Amounts equivalent to any dividends or
shareholder distributions made in respect of
awards at vesting, are paid at the discretion of
the Remuneration Committee.
n/a
n/a
Shareholding
(minimum)
Align the interests of
Executive Directors and
shareholders in the long
term.
To build a minimum shareholding equivalent
to two years’ salary. Directors have a period of
five years from appointment to achieve this.
n/a
n/a
Post-employment
shareholding
Align the interests of
Executive Directors and
shareholders in the long term.
Post cessation, Executive Directors must hold
shares equivalent to 200% of salary for the
first year and 100% of salary for the second
year or, if their holding is lower than this at
cessation, the value of their holding at the
point of cessation. The Committee will ensure
the application of this requirement through a
signed agreement with the Executive.
Shares that have been, or are, in future,
purchased by Executives, will not be subject
to restrictions on sale.
Deferred bonus shares in their deferral period
and vested LTIP awards that are still in their
holding period will be counted against the
percentage requirement on a net-of-tax basis.
n/a
n/a
Non-Executive
Directors’
fees
Fees are set at a level that is
sufficient to attract, motivate
and retain quality
Non-Executive Directors.
Fees are reviewed periodically. The Board
(excluding the Non-Executive Directors)
are responsible for setting Non-Executive
Directors’ fees.
Non-Executive Directors are not entitled to
participate in the Group’s incentive plans.
The total amount of
Non-Executive Directors’ fees
shall not exceed that approved
by shareholders at a General
Meeting (currently £600,000 in
accordance with the Articles).
n/a
138
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Power Annual
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Power Annual
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&
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for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
REMUNERATION COMMITTEE REPORT
CONTINUED
arrangements forfeited on leaving a previous employer, i.e. over and above the approach outlined in the previous table, and
may exercise the discretion available under Listing Rule 9.3.2R if necessary. In doing so, the Remuneration Committee will
seek, to the best possible extent, to do no more than match the fair value of the awards forfeited, considering the applicable
performance conditions, the likelihood of those conditions being met and the proportion of the applicable vesting period
remaining. Where an Executive Director appointment is an internal candidate, the Remuneration Committee will honour any
pre-existing remuneration obligations or outstanding variable pay arrangements that relate to the individual’s previous role.
The Remuneration Committee retains the discretion to offer appropriate remuneration outside the standard policy where an
interim appointment is made to fill an Executive role on a short-term basis or where exceptional circumstances require that
the Chair or a Non-Executive Director takes on an Executive function.
Executive Directors’ contracts
The Executive Directors’ contracts run for an indefinite period, and the Company can terminate the contracts without cause,
giving 12 months’ notice. When a Director is terminated without cause, the Director is entitled to a termination payment of
12 months’ basic pay. Directors’ service contracts are available for inspection at the Company’s AGM. Directors can terminate
contracts giving 12 months’ notice.
The Executive Director may, at the discretion of the Committee, remain eligible to receive a bonus award for the financial year
in which they cease to be an employee, if the Committee decides that good leaver terms should apply. Any such bonus will be
determined by the Committee considering the leaver’s time in employment and performance. Any deferred bonus and
share-based incentives will be subject to the leaver terms in the respective plan rules.
The Committee may determine it appropriate to provide reasonable outplacement support to a departing Executive Director,
the reimbursement of legal advice at the expense of the Company and any payments required by statute.
Leaver
provisions
The table below outlines the treatment of outstanding share awards under the short and long-term incentive plans for “good”
and “bad” leavers, and in circumstances where the Company undergoes a change of control. A “good” leaver will generally
mean an Executive Director who ceases to be an employee for any of the following reasons: death, retirement, injury or
disability, the employing Company ceasing to be part of the Group, redundancy, or any other reason, subject to Remuneration
Committee discretion. A “bad” leaver will generally mean any leaving scenario that is not provided for under the good leaver
Type of
leaver
Deferred
Bonus
Plan
Long-Term
Incentive
Plan
Restricted
Share
Plan
definition.
Type of
leaver
Deferred
Bonus
Plan
Long-Term
Incentive
Plan
Restricted
Share
Plan
The Remuneration Committee has the discretion to permit acceleration of vesting and to disapply pro-rating.
Non-Executive
Directors’
contracts
The Non-Executive Directors’ contracts run for an indefinite period, and the Company can terminate contracts without cause
giving 12 months’ notice. If the shareholders do not re-elect a Non-Executive Director, or they are retired from office under
the Articles, their appointment terminates automatically with immediate effect and without compensation. In accordance with
the Code, Non-Executive Directors do not typically serve more than nine years. Non-Executive Directors are not entitled to
share-based incentives or pensions.
Shareholder
consultation
The Remuneration Committee’s policy is to consult with major shareholders on significant Executive remuneration decisions.
The development of this Policy was subject to shareholders’ and proxy agency adviser consultations. Feedback from any
engagement is considered by the Committee on a timely basis.
More generally, the Committee is kept updated on and reviews the latest guidance from the proxy agencies and major
institutional shareholders.
Statement
of
consideration
of
employment
conditions
elsewhere
in
the
Company
The Committee considers pay and conditions throughout the Group when setting the Remuneration Policy. The Committee
is regularly informed of remuneration trends and issues throughout the workforce and considers these when determining the
Policy for Executive Directors.
Fixed pay is set for wider employees in a similar way to that for the Executive Directors, albeit, in some locations, pay is
subject to local regulatory compliance. The use of incentive pay varies across the business and any performance measures
used will reflect the nature of the specific role and its location.
Bad
leaver
Where a participant
ceases to be an
employee before the
end of the deferral
period, awards will
Where a participant ceases to be an
employee during the first three years of
the performance period, all outstanding
shares will lapse immediately on
cessation.
Where a participant ceases to be an
employee during the first three years
of the restricted period, all outstanding
shares will lapse immediately on
cessation.
lapse in full on date
of cessation. The
Committee retains
discretion to override
this rule in whole or
in part, except where
the participant is
dismissed for reason
of misconduct.
Where a participant ceases employment
after the first three years of the
performance period, awards will vest
on the fifth anniversary of the grant of
the award or such earlier date as the
Committee may determine, except where
the participant is dismissed.
Where a participant cease employment
after the first three years of the
restricted period, awards will vest on
the fifth anniversary of the grant of
the award or such earlier date as the
Committee may determine, except
where the participant is dismissed.
Change
On a change of
control of the
Company during
the deferral period,
awards will vest in
full on the date of
the event.
On a change of control of the Company
prior to the vesting date of an LTIP
award (the fifth anniversary of grant), an
award will vest on the date of the event
and the Remuneration Committee has
the discretion to determine the number
of shares vesting by assessing the
achievement of the relevant performance
conditions and apply a pro rata
reduction based on the proportion of the
performance period elapsed at the time of
the event, unless it determines a pro rata
reduction is not appropriate.
On a change of control of the Company
prior to the vesting date of an RSP
award, an award will vest on the date of
the event over such number of shares as
the Committee determines, considering
the time elapsed since the grant date
and any other relevant factors.
of
control
Good
Where a participant Where a participant ceases to be an
ceases to be an employee during the first three years of
employee before the the performance period, the number of
end of the deferral shares vesting will be subject to a
period, awards will pro rata reduction by reference to
vest in full on the relevant performance achievement,
date of cessation. and the period elapsed between the
commencement of the performance
period and the end of the calendar month
in which the date of cessation occurs,
unless the Remuneration Committee
determines the reduction is not
appropriate. Shares will vest at the end of
the vesting period (five years from grant)
or such earlier date as the Remuneration
Committee determines.
Where a participant ceases employment
after the first three years of the
performance period, no pro-rating will
apply but awards will vest on the fifth
anniversary of the award grant unless the
Remuneration Committee exercises its
discretion to permit earlier vesting.
Where a participant ceases to be an
employee during the first three years
of the restricted period, the number of
shares vesting will be subject to a
pro rata reduction by reference to the
period elapsed between the award date
and the end of the calendar month in
which the date of cessation occurs,
unless the Remuneration Committee
determines that the reduction is not
appropriate. Shares will vest at the
end of the vesting period (five years
from grant) or such earlier date as the
Remuneration Committee determines.
Where participants cease employment
after the first three years of the
restricted period, no pro-rating will
apply but awards will vest on the fifth
anniversary of the grant of the award
unless the Remuneration Committee
exercises its discretion to permit earlier
vesting.
leaver
140
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Power Annual
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for the year ended 31 December 2025
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Power Annual
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for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
REMUNERATION COMMITTEE REPORT
CONTINUED
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
DIRECTORS’ REPORT
The Remuneration Committee does not consult directly with other employees when setting Executive Director remuneration.
However, the Remuneration Committee Chair is the designated Non-Executive Director responsible for workforce engagement
and has conducted several activities that have included the opportunity to discuss Executive remuneration with employees.
Illustration
of
the
application
of
the
Directors’
Remuneration
Policy
The charts below indicate the level of remuneration that would be received by each Executive in accordance with the
approved Directors’ Remuneration Policy.
All figures are shown in thousands.
Gavin
Griggs
Matt
Webb
Andy
Sng
The Directors present their report and audited Financial
Statements for the year-ended 31 December 2025
(Directors’ Report). The Directors have incorporated certain
disclosure requirements for inclusion in the Directors’ Report
by cross-referencing content elsewhere in the Annual Report,
which are referenced below. This report should be read in
conjunction with the following:
•
Greenhouse gas emissions reported information –
Sustainability Report, pages 53–55
•
Energy consumption information – Sustainability Report,
•
The Corporate Governance Report – pages 91–104
•
The Group’s key activity in Research and Development –
Chief Executive Officer’s Review, page 21
The Strategic Report presents the Company’s business
activities, together with factors that potentially affect
its future development, performance or position, on
pages 11–80.
The Chief Financial Officer’s Review outlines details of
the Company’s financial position and its cash flows on
£3000
£2500
£2000
£1500
£1,335
14%
£2,262
£2,672
£1,629
£1,946
S$431
S$666
9%
S$1,030
S$1,185
S$1200
S$1000
S$800
S$600
page 75
•
Gas emissions, energy consumption and energy efficiency
(other disclosures) – Sustainability Report, pages 53–55
and 74–75
•
For the purposes of UK Listing Rule (UKLR) 6.6.6R(8),
information on climate-related financial disclosures
pages 28–32.
The Long-term Viability Statement includes information on
the appropriateness of adopting the going concern basis of
the accounts on page 42.
Our approach to risk management is outlined from page 34.
The Board reviewed the process to ensure that the primary
£1000
£500
£773
12%
7%
4%
5%
£597
12%
88%
£972
7%
54%
4%
32%
27%
6%
12%
8%
5%
6%
S$400
S$200
consistent with the TCFD recommendation and the TCFD
recommended disclosure – pages 56–65
•
Further details of the actions that the Group takes to
Financial Statements and the notes to the Financial
Statements, had been tagged in line with the required
taxonomy.
£0
Minimum
On-target Maximum Maximum
with 50%
share price
growth
Minimum
On-target Maximum Maximum
with 50%
share price
growth
Minimum
On-target
Maximum
Maximum
with 50%
share price
growth
S$0
reduce emissions – Sustainability Report, pages 44–45
•
Reported information about Group employees –
Sustainability Report, pages 66–71
Information required to be disclosed by UK Listing Rule
(UKLR) 6.6.1R is located in the Annual Report locations as
follows:
Fixed RSP Annual bonus LTIP
The charts above illustrate the value of the remuneration package for each Executive in 2026, under four scenarios:
•
Minimum: Fixed pay (consisting of base salary, benefits and pension) and full vesting under the RSP
•
On-target: Fixed pay, full vesting under the RSP, on-target outturn under the annual bonus (50% of maximum) and
threshold vesting under the LTIP (12.5% of maximum)
•
Maximum: Fixed pay, full vesting under the RSP, maximum outturn under the annual bonus and full vesting under the LTIP
•
Maximum (with 50% share price growth): As shown in the “maximum” scenario, with 50% share price appreciation
assumed for the RSP and LTIP
For the purposes of the charts above, the fixed elements of remuneration are as follows (on annualised basis):
•
Information concerning employee share schemes –
Note 30, pages 192–205
Listing
Rule
Section Topic
Location
and
page
Position Name
Base
salary
(effective
April
2026)
Benefits
(as per FY25)
Pension
Total
fixed
pay
Chief Executive Officer
Gavin Griggs
£607,600
£26,000
£48,600
£682,200
Chief Financial Officer
Matt Webb
£469,100
£20,000
£37,500
£526,600
Executive Vice President, Asia
Andy Sng
S$342,500
S$19,800
S$17,300
S$379,600
15%
24%
(1)
Capitalised interest
Note 7 to the Group’s Consolidated Financial
Statements on page 175. Related tax relief is not
material.
(2)
Publication of unaudited financial information Nothing to disclose
(3)
Details of long-term incentive plans established
specifically to recruit or retain a Director
Nothing to disclose
(4)
(5)
Waiver of emoluments by a Director of the Company Nothing to disclose
(6)
(7)
Allotments for cash of ordinary shares Note 27 to the Group’s Consolidated Financial
statements on pages 189–190 and Note 48 to
the Company balance sheet on page 216. Other
disclosures on page 32 and 143.
(8)
Parent participation in a placing by a listed subsidiary Nothing to disclose
(9)
Contracts of significance Nothing to disclose
(10)
(13) Controlling shareholder disclosures Nothing to disclose
(11)
(12) Dividend waiver Directors’ Report on page 142
142
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Power Annual
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Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
DIRECTORS’ REPORT
CONTINUED
Other
statutory disclosures
Location
of
details
in
the
Annual
Areas
for disclosure
Report
and
Accounts
(1) Directors Director biographies on pages 88–90
Nomination Committee Report on
pages 105–109
(2) Employee engagement and business relationships Pages 66–71 and 101
(3) Financial risks Note 31, pages 205–210
(4) Future developments Strategic Report on pages 11–80
(5) Greenhouse gas emissions Pages 53–55 and 74–75
(6) Post-balance sheet events Note 32, page 210, no disclosure
(7) Reporting under Section 172 Companies Act and engagement with stakeholders Pages 43 and 98–99
(8) Viability statement Page 42
their interests in the shares of the Company on page 128.
and prevailing legislation and no other classes of share
capital exist.
There are no restrictions on the voting rights attached to
the Company’s ordinary shares or on the transfer of shares
in the Company, other than certain restrictions which may
from time to time be imposed by laws and regulations (for
example insider trading laws). No shareholder holds shares
in the Company that carry special rights or control of the
Company’s share capital. The Directors are not aware of
any agreements between shareholders that may restrict the
transfer of shares or voting rights.
Power to issue and allot
At the AGM, held on 24 April 2025, Directors were given
authority to allot and issue shares in the Company up to a
maximum amount equivalent to approximately one-third of
the issued share capital, excluding shares held in treasury,
for general purposes, plus up to a further one-third of the
Company’s issued share capital, excluding shares held in
new ordinary shares as part of the Placing and 97,860 new
ordinary shares as part of the Retail Offer (together “the
Offer Shares”), which represented, approximately, 17.7%
of the Company’s issued ordinary share capital. Settlement
for the Offer Shares and Admission to trading on the main
market for listed securities of the London Stock Exchange
took place on 6 March 2025. In aggregate, the Fundraise
raised gross proceeds of £41 million and net proceeds of,
approximately, £39.6 million.
Soft pre-emption (which seeks, where possible, to replicate
the existing shareholder base) was adhered to in the
allocations process for the Placing. Management was
involved in the allocations process, which was carried out
in compliance with the MiFID II Allocation requirements.
Allocations made outside of soft pre-emption were
preferentially directed towards existing shareholders in
excess of their pro rata interests and wall-crossed accounts.
The Fundraise included the Retail Offer, for a total of 97,860
Retail Offer Shares, via the RetailBook platform, alongside
Dividends
XP Power’s policy is to declare quarterly dividends. Dividend
payments were suspended in late 2023 and no dividends
were declared for the 2025 financial year. While Dividends
remain an important element of the Group’s long-term
capital allocation strategy, the Board believes it is in the
shareholders’ long-term interests to prioritise debt reduction
over distributions until net debt is closer to our long-term
leverage target.
The trustee of the Employee Benefit Trust waives its right
t
o dividends paid on any ordinary shares it holds on the
terms of the Employee Benefit Trust in respect of the period
covered by the Financial Statements and future periods. Such
waivers represent less than 1% of any total dividend payable
on the Company’s ordinary shares.
Directors
and
Directors’
interests
Under the Company’s Articles of Association (the Articles),
Directors have the power to appoint and replace Directors.
Under the Nomination Committee’s Terms of Reference,
any appointment must be recommended by the Nomination
Committee for Board approval. Shareholders may, by
ordinary resolution, of which special notice has been given in
accordance with section 152 of the Act, remove any Director
before the expiration of their period of office.
Directors of the Company in office at 31 December 2025,
and at the date of this report, together with their biographical
details, are presented on pages 88–90. Polly Williams retired
from the Board on 26 February 2026 and Charlotta Ginman
was appointed on 1 January 2026. In addition, Amina Hamidi
served as a Non-Executive Director until 2 October 2025.
The Directors’ Remuneration Report presents details of
the Directors’ service contracts on pages 138 and 139 and
No Director had any dealings in the shares of the Company
between 31 December 2025 and the date of this report.
In line with the 2024 UK Corporate Governance Code, each
Director will stand for re-election at the forthcoming AGM.
The Company business, including the allotment and issuance
of ordinary shares, is managed by the Board, which may
exercise all the powers of the Company subject to the
Company’s Articles, any directions given by the Company by
special resolution, and any relevant statutes and regulations.
The Corporate Governance Report provides a summary of
Matters reserved for the Board on page 102.
Liability
insurance
and
indemnities
The Company has agreed to indemnify, to the extent
permitted by law, each Director against any liability incurred
in respect of acts or omissions arising during their office.
Each Director is covered by appropriate Directors’ and
officers’ liability insurance, at the Company’s expense.
Share
capital
and
capital
structure
At the date of this report, the total share capital of the
Company was 28,039,678 ordinary shares, of which 7,500
were held in treasury. Therefore, the total voting rights in
the Company are 28,032,178. Ordinary shareholders are
entitled to receive notice of, and to attend and speak at,
general meetings. On a show of hands, every shareholder
present in person or by proxy (or a duly authorised corporate
representative) shall have one vote and, on a poll, every
member present in person or by proxy (or a duly authorised
corporate representative) shall have one vote for every
share held by that member. The rights and obligations
attached to the ordinary shares are governed by the Articles
treasury, but only in the case of a rights issue. The Directors
acknowledge the voting outcome of this resolution, which
was approved with 74.85% of the votes cast. Please see page
104 for an update on shareholders' views on this resolution.
Directors were granted additional powers at the 2025 AGM
to allot new shares in the Company for cash: (i) up to an
aggregate number of 2,793,217 (being approximately 10%
of the Company’s then issued ordinary share capital) and an
additional 558,643 new shares (being approximately 20%
of any allotment under (i)); and (ii) up to a further aggregate
number of 2,793,217, and an additional 558,643 new shares
(being approximately 20% of any allotment under (ii)), in each
case without regard to the pre-emption rights, provided that
the authority under (ii) can only be used in connection with
acquisitions or capital investments. No allotments were made
under this authority.
These authorities expire on the date of the 2026 AGM,
during which the Directors propose to renew them for
a further year. The Directors do not intend to exercise
authorities, if granted, other than to satisfy the exercise of
options or vesting of awards under the Company’s employee
share schemes.
Using authority granted at the 2024 AGM, on 4 March 2025,
the Company announced a non-pre-emptive placing (“the
Placing”) and a separate retail offer (“the Retail Offer”)
(together “the Fundraise”) at a fixed price of 975p (“the
Offer P
rice”) per new ordinary share, which represented
a discount of, approximately, 5.2% to the closing middle
market price on 3 March 2025, being the last practicable
date prior to the publication of the announcement of the
Fundraise. The results of the Fundraise were also announced
on 4 March 2025, and the Company issued and allotted a
total of 4,200,424 ordinary shares, comprising 4,102,564
the Placing. Retail investors, who participated in the Retail
Offer, could do so at the same Offer Price as all other
investors participating in the Fundraise. The Retail Offer
was made available to existing shareholders and new retail
investors in the UK. Investors could participate through the
RetailBook platform. Allocations in the Retail Offer were
preferentially directed towards existing shareholders in
keeping with the principle of soft pre-emption.
Authority to
purchase
own
shares
At the 2025 AGM, shareholders gave the Company authority
to make market purchases of up to 10% of the Company’s
then issued ordinary share capital. Any shares purchased
in this way could be cancelled or held in treasury (or a
combination of these). No purchases were made under
this authority. The Directors propose to seek an equivalent
authority at the 2026 AGM, but, if granted, do not intend to
use this authority.
Annual
General
Meeting
Details of the Company’s AGM and the proposed resolutions
will be set out in a separate Notice of Meeting.
Independent
Auditor
Our Auditor, PwC LLP, has indicated its willingness to
continue in office, and on Audit Committee recommendation,
resolutions to reappoint PwC LLP as Auditor and to authorise
the Directors to determine the Auditor’s remuneration will be
proposed at the forthcoming AGM.
144
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Power Annual
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Accounts
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Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
DIRECTORS’ REPORT
CONTINUED
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
DIRECTORS’ RESPONSIBILITIES STATEMENT
Articles
of Association
Any amendments to the Articles of Association of the
Company may be made by special resolution of the
shareholders.
Significant contracts and change of
control
The Group has borrowing facilities that may require the
immediate repayment of all outstanding loans together with
accrued interest in the event of a change of control.
The rules of the Company’s employee share plans set out
Substantial
shareholders
We have safeguards to monitor transactions by major
Company shareholders, including reviewing our major
shareholders’ holdings on a quarterly basis and monitoring
any regulatory notifications of acquisition or disposal by
major shareholders.
As at 31 December 2025, in accordance with DTR 5.1.2 (as
applicable to non-UK issuers), the Company had received
notifications of the following interests in voting rights
exceeding 5%, attached to ordinary shares and financial
instruments relating to the Company’s share capital:
Statement of Directors’ responsibilities
in respect of the Annual Report and
the Financial Statements
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare Group
Financial Statements and a Parent Company balance sheet
for each financial year. Under that law, the Directors have
prepared the Group Financial Statements in accordance
Singapore legislation, which governs the preparation and
dissemination of Financial Statements, may differ from
legislation in other jurisdictions.
Fair,
balanced
and
understandable
The Directors consider the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders to
assess the Group’s position, performance, business model
and strategy. Details of the process followed to enable the
Board to make this statement are provided in the Audit
Committee Report on page 112.
change-in-control consequences of the Company on
participants’ rights under the plans. Awards may vest,
becoming exercisable on a change of control, subject to the
satisfaction of performance conditions and in accordance
with the rules of the plan.
None of the Executive Directors’ service contracts contain
provisions that are affected by a change of control and
there are no other agreements that the Company is party to
that take effect, alter or terminate in the event of a change
Number
of voting
rights
%
of
voting
rights
with International Accounting Standards and the Parent
Company balance sheet in accordance with Singapore
Financial Reporting Standards (International) (SFRS(I)s) and
Responsibility statement of the
Directors in respect of the Annual
Financial Report
Each of the Directors, whose names and functions are listed
in the Annual Report and Financial Statements, confirm, to
the best of their knowledge, that:
•
the balance sheet of the Company and Consolidated
Financial Statements of the Group, as set out on pages
of control of the Company, which are considered to be
significant in terms of their potential impact on the Group.
Steel Connect Sub LLC 2,114,957 7.57
Parent Company, and of the profit or loss of the Group for
that period. In preparing the Group and Parent Company
211 and 153–156, are drawn up in accordance with the
applicable set of accounting standards, to give a true and
The Company has no contractual or other arrangements that
are essential to the Group’s business.
Political
and
charitable
donations
The Wellcome Trust
Limited as trustee of The
Wellcome Trust
1,796,317 6.43
balance sheet, the Directors are required to:
•
select suitable accounting policies and apply them
consistently;
fair view of the assets, liabilities, financial position, and
profit or loss of the Group for the financial year-ended
31 December 2025;
The Group did not make any political donations or incur
any political expenditure during the year. See page 71 for
information on charitable donations.
Branches
The Company had no branches in existence during the year
under review and to the date of this report.
Financial
risk
management
The Group’s exposure to, and management of, capital,
liquidity, credit, interest rate and foreign currency risks are
contained in Note 31 on page 205.
As at 27 February 2026, no further notifications have been
received by the Company in accordance with DTR5.
Post-balance
sheet
events
No material post-balance sheet events were required to be
disclosed.
Signed on behalf of the Board by:
GAVIN
GRIGGS
CHIEF EXECUTIVE OFFICER
2 March 2026
XP Power Limited 19 Tai Seng Avenue, #07-01, Singapore 534054
Company Registration Number: 200702520N, registered in Singapore
•
state whether applicable International Accounting
Standards and International Financial Reporting
Standards have been followed for the Group Financial
Statements and adhered to SFRS(I)s for the Parent
Company balance sheet, subject to any material
departures disclosed and explained in the Financial
Statements;
•
make judgements and accounting estimates that are
reasonable and prudent; and
•
prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the Group
and Parent Company will continue in business.
The Directors are responsible for safeguarding Group and
Parent Company assets and, hence, for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are also responsible for maintaining adequate
accounting records sufficient to show and explain the
Group’s and Parent Company’s transactions and disclose with
reasonable accuracy, at any time, the financial position of
the Group and Parent Company, to ensure that the Financial
Statements and the Directors’ Remuneration Report comply
with relevant legislation.
The Directors are responsible for the maintenance and
integrity of the Company’s website.
•
the Annual Report includes a fair review of the
development and performance of the business and
the financial position of the Group and the Company,
together with a description of the principal risks and
uncertainties they face;
•
so far as they are aware, there is no relevant audit
information of which the Group’s and Parent Company’s
Auditor is unaware; and
•
they have taken all the steps that they ought to have
taken as a Director to make themselves aware of any
relevant audit information and to establish that the
Group’s and Parent Company’s Auditor is aware of that
information.
The Directors’ Report, together with the Strategic Report
on pages 11–80, which forms the Management Report for
the purposes of Financial Conduct Authority Disclosure
Guidance and Transparency Rules (DTR 4.1.8), was approved
by the Board on 2 March 2026 and is signed on its behalf by:
JAMIE
PIKE
CHAIR
GAVIN
GRIGGS
CHIEF EXECUTIVE OFFICER
2 March 2026
Odyssean Investment Trust
PLC
2,950,000 10.56
applicable law.
The Group has prepared Financial Statements in accordance
Aberforth Partners LLP
2,814,839
10.08
with International Financial Reporting Standards.
Van Lanschot Kempen
Investment Management
NV
2,653,905 9.50
Under company law, Directors must not approve the
Financial Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
Financial
Report
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Power Annual
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XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
147
CONTENTS
INDEPENDENT AUDITOR’S REPORT 148
CONSOLIDATED STATEMENT OF COMPREHENSIVE 153
INCOME
CONSOLIDATED BALANCE SHEET 154
CONSOLIDATED STATEMENT OF CHANGES IN 155
EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS 156
NOTES TO THE CONSOLIDATED FINANCIAL 157
STATEMENTS
COMPANY BALANCE SHEET
211
NOTES TO THE COMPANY BALANCE SHEET 212
FIVE-YEAR REVIEW CONSOLIDATED 223
INFORMATION
ADVISERS 224
148
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Power Annual
Report
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Accounts
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XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF XP POWER LIMITED
Report
on
the Audit
of the
Financial
Statements
How we
determined
materiality
The scope of our audit was influenced by our application
We tailored the scope of our audit to ensure that we
performed sufficient work to be able to give an opinion on
Our opinion
In our opinion, the accompanying consolidated financial
statements of XP Power Limited (the “Company”) and
its subsidiary corporations (the “Group”) and the balance
sheet of the Company are properly drawn up in accordance
with the provisions of the Singapore Companies Act
1967 (the “Act”), Singapore Financial Reporting Standards
(International) (“SFRS(I)s”) and International Financial
Reporting Standards (“IFRSs”) as issued by the International
Accounting Standards Board (“IFRSs as issued by the IASB”),
so as to give a true and fair view of the consolidated financial
position of the Group and the financial position of the
Company as at 31 December 2025, and of the consolidated
financial performance, consolidated changes in equity and
consolidated cash flows of the Group for the financial year
ended on that date.
What we
have
audited
The financial statements of the Company and the Group
comprise:
•
The consolidated statement of profit or loss of the Group
for the financial year ended 31 December 2025;
•
The consolidated statement of comprehensive
income of the Group for the financial year ended
31 December 2025;
•
The consolidated balance sheet of the Group as at
31 December 2025;
•
The balance sheet of the Company as at
31 December 2025;
•
The consolidated statement of changes in equity of the
Group for the financial year then ended;
•
The consolidated statement of cash flows of the Group
for the financial year then ended; and
•
The notes to the financial statements, including material
accounting policy information.
Basis for our opinion
We conducted our audit in accordance with International
Standards on Auditing (“ISAs”). Our responsibilities under
those standards are further described in the “Auditor’s
Responsibilities for the Audit of the Financial Statements”
section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the
Accounting and Corporate Regulatory Authority Code of
Professional Conduct and Ethics for Public Accountants and
Accounting Entities (“ACRA Code”), as applicable to audits of
financial statements of public interest entities, together with
the ethical requirements that are relevant to audits of the
financial statements of public interest entities in Singapore.
We have also fulfilled our other ethical responsibilities in
accordance with these requirements and the ACRA Code.
Our audit
approach –
overview
Materiality
The overall materiality which we have used to plan our work
for the Group amounted to £0.3m. The overall materiality
applied to the audit of the Company balance sheet amounted
to £0.3m.
Audit
scope
We performed an audit of the complete financial information
and of significant financial statement line items for significant
reporting units which included operations based in North
America, Europe and Asia. This accounted for approximately
91% of Group revenues and 94% of Group assets.
Key audit matters
We identified the following key audit matters:
•
Goodwill; and
•
Capitalised product development costs.
of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on
the financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and
in aggregate on the financial statements as a whole.
For each component in the scope of our Group audit, we
allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across
components was £0.1m to £0.3m. Certain components were
audited to a local statutory audit materiality that was also
less than our overall Group materiality.
Based on our professional judgement, we determined
that the benchmark of Adjusted Profit before Taxation is
appropriate as it reflects the Group’s growth and investment
plans. We believe this is a key measure used by shareholders
in assessing the performance of the Group.
We agreed with the Audit Committee that we would report
to them misstatements identified during our audit above
£0.1m, as well as misstatements below that amount that, in
our view, warranted reporting for qualitative reasons.
How we tailored the audit scope
The Group operates across North America, Europe and Asia.
In establishing the overall approach to the Group audit, we
determined the type of work that needed to be performed
at the local operations by us, as the Group engagement
team, or component auditors from other PwC network
firms operating under our instruction. Where the work was
performed by component auditors, we determined the level
of involvement we needed to have in the audit work at those
local operations to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for
our opinion on the Group financial statements as a whole.
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
accompanying financial statements. In particular, we
considered where management made subjective judgements;
for example, in respect of significant accounting estimates
that involved making assumptions and considering future
events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override
of internal controls, including among other matters
consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
the financial statements as a whole, taking into account
the geographical structure of the Group, the accounting
processes and controls, and the industry in which the Group
operates.
What are the key audit matters
Key audit matters are those matters that, in the auditor’s
professional judgement, were of most significance in the
audit of the financial statements for the financial year ended
31 December 2025. Key audit matters include the most
significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including
those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and the
directing of efforts of the engagement team. These matters,
and any comments we make on the results of our procedures
thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. This is not a complete list of all risks identified by
our audit.
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Power Annual
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Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
INDEPENDENT AUDITOR’S REPORT
CONTINUED
TO THE MEMBERS OF XP POWER LIMITED
Goodwill
Refer to page 110 (Audit Committee Report), page 169
(Critical accounting estimates, assumptions and judgements
– Recoverable amount of cash-generating units for goodwill
impairment) and page 170 (Note 11 – Goodwill).
The Group has goodwill of £72.8m at 31 December 2025
contained within three cash-generating units (“CGUs”) defined
by its geographical split – North America, Europe and Asia.
We focused on this area due to the relative size of the carrying
amount of goodwill, which represents 17% of total assets, and
because of the significant judgements used to estimate key
assumptions applied in computing the recoverable amounts of
different CGUs for the purpose of impairment assessment.
Key assumptions include future revenue growth rate, terminal
growth rate and discount rate.
The Group has also assessed the impact of climate change on
the assumptions used in goodwill impairment assessment and
disclosed them in Note 11 to the financial statements.
Capitalised
product
development
costs
Refer to page 110 (Audit Committee Report), page 169
(Critical accounting estimates, assumptions and judgements
– Capitalisation of product development costs, Recoverable
amount of capitalised product development costs, Useful lives
of capitalised product development costs and start date for
amortisation) and pages 169–170 (Note 12 – Intangible assets).
Part of the Group’s strategy is to invest in research and
development to create new products. As at 31 December 2025,
the carrying amount of capitalised product development costs
is £32.1m, of which £8.7m was capitalised in the current
financial year.
We focused on the appropriateness of capitalisation of product
development costs due to the relative size of the carrying
amount of this intangible asset, which represented 8% of
total assets, and because significant judgement is involved in
determining whether the criteria to capitalise such product
development costs, as set out in IAS 38 Intangible Assets, have
been fulfilled and that the capitalised amounts are recoverable.
We also identified the useful lives of the capitalised product
development costs as an area involving significant judgement.
The carrying amount of the capitalised product development
costs is heavily dependent on the useful lives of the developed
products and start date for amortisation. Management has
determined the useful lives of the developed products and
start date for amortisation, based on the expected life cycle of
these products, taking into consideration expected customer
demand and technological innovation. Management takes the
view that amortisation should start when product is capable of
operation in a manner intended by management, with the use of
established principals.
We inquired and evaluated management’s definition
of CGUs.
We assessed the reasonableness of management’s
assumptions used to compute the recoverable amounts
of the CGUs by:
•
Reviewing historical revenue and cost trends;
•
Inquiring management’s future plans for growth and
cost optimisation;
•
Benchmarking key market-related assumptions with
relevant economic and industry indicators;
•
Reviewing forecasted capital expenditure to
management’s budget and plans;
•
Benchmarking terminal growth rate with forecasted
long-term growth rates of each region; and
•
Computing independent discount rates.
We reviewed management’s sensitivity analysis
which considers reasonably possible changes to key
assumptions, including unfavourable changes to
assumptions arising from climate change.
Based on the above, no exceptions were noted.
We assessed the appropriateness of capitalisation of
product development costs by challenging management
through discussions and qualitative reviews of the
products’ technical and commercial feasibility. We also
tested the accuracy and allocation of capitalised material
costs and labour costs.
We reviewed management’s impairment assessment
on capitalised product development costs and verified
inputs such as historical sales, unfulfilled customer
orders and correspondences with customers on
forecasted demand and future plans. We also reviewed
the business cases of products in development and
verified that the growth assumptions applied are not
unreasonable.
We also performed a benchmarking exercise to compare
the useful lives of the capitalised product development
costs against other companies within the same industry.
The useful lives as determined by management are in
line with that of the industry and consistent with our
understanding of the life cycle of the products.
We assessed the appropriateness of the start date
for amortisation by challenging management through
discussions and quantitative review of the products’
historical sales
Based on the above, no exceptions were noted.
Information other than the Financial
Statements and Auditor’s Report
thereon
Going
concern
Under the UK Listing Rules (“Listing Rules”) we are required
to review the Directors’ statement, set out on page 145, in
relation to going concern.
•
Our evaluation of the directors’ assessment of the
Group’s and the Company’s ability to continue to adopt
the going concern basis of accounting included;
•
Evaluation of management’s base case and downside
scenarios, understanding and evaluating the key
assumptions;
•
Assessment of the historical accuracy and reasonableness
of management’s forecasting;
•
Consideration of the Group’s available financing and debt
maturity profile; Testing of the mathematical integrity of
management’s liquidity headroom, sensitivity and stress
testing calculations; and
•
Review of the disclosures in the Annual Report in relation
to going concern.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group’s and the Company’s ability
to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised
for issue.
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can
be predicted, this conclusion is not a guarantee as to the
Group’s and the Company’s ability to continue as a going
concern.
In relation to the directors’ reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Corporate
governance
statement
Under the Listing Rules, we are required to review the part of
the Corporate Governance Statement relating to Provisions
6 and 24 to 29 of the UK Corporate Governance Code. We
have nothing to report having performed our review.
Other
information
Management is responsible for the other information. The
other information comprises the “Overview” section set out
on pages 2–9, “Strategic Report” section set out on pages
10–80, “Governance” section set out on pages 82–145, and
the “Financials” section on page 223 of the Annual Report.
Other information, as defined in this section, does not
include matters that we are required to review and report on
under the Listing Rules, as described above.
Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities for the financial
statements and the audit
Responsibilities of Management and
Directors for the Financial Statements
Management is responsible for the preparation of financial
statements that give a true and fair view in accordance
with the provisions of the Act, SFRS(I)s and IFRSs as issued
by the IASB, and for devising and maintaining a system
of internal accounting controls sufficient to provide a
reasonable assurance that assets are safeguarded against
loss from unauthorised use or disposition; and transactions
are properly authorised and that they are recorded as
necessary to permit the preparation of true and fair financial
statements and to maintain accountability of assets.
In preparing the financial statements, management is
responsible for assessing the Group’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 management either intends to liquidate
the Group or to cease operations, or has no realistic
alternative but to do so.
The Directors are responsible for overseeing the Group’s
financial reporting process.
Key audit matters How did our audit address these
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Power Annual
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for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
INDEPENDENT AUDITOR’S REPORT
CONTINUED
TO THE MEMBERS OF XP POWER LIMITED
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Auditor’s Responsibilities for the Audit of
the Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise
professional judgement and maintain professional scepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Group’s internal control.
•
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
•
Conclude on the appropriateness of management’s use of
the going concern basis of accounting and based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
•
Plan and perform the group audit to obtain sufficient
appropriate audit evidence regarding the financial
information of the entities or business units within
the group as a basis for forming an opinion on the
group financial statements. We are responsible for the
direction, supervision and review of the audit work
performed for purposes of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Audit Committee regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our
audit.
We also provide the Audit Committee with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee,
we determine those matters that were of most significance
in the audit of the financial statements of the current year
and are therefore the key audit matters. We describe these
matters in our auditor’s report, unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.
Report on other legal and regulatory
requirements
In our opinion, the accounting and other records required by
the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors, have
been properly kept in accordance with the provisions of
the Act.
The engagement partner on the audit resulting in this
independent auditor’s report is Lee Chian Yorn.
PricewaterhouseCoopers
LLP
Public Accountants and Chartered Accountants
Singapore, 3 March 2026
£m
Note
Adjusted
Adjustments
2025
Adjusted
Adjustments
2024
Revenue
4
Cost of sales
8
(131.9 )
(1.9 )
(133.8 )
(146.0 )
(4.3 )
(150.3 )
Gross
profit
(1.9 )
(4.3 )
Operating expenses
Distribution and marketing
8
(55.3 )
(11.0 )
(66.3 )
(52.1 )
(6.6 )
(58.7 )
Administrative
8
(4.1 )
(3.7 )
(7.8 )
(4.2 )
(10.6 )
(14.8 )
Research and development
8
(21.5 )
(21.5 )
(19.9 )
(19.9 )
Operating
profit
(16.6 )
(21.5 )
Net finance expense
7
(7.8 )
(0.2 )
(8.0 )
(11.3 )
(11.3 )
Profit/(loss)
before
tax
(16.8 )
(7.3 )
(21.5 )
(7.7 )
Tax (expense) / credit
9
(3.3 )
(0.7 )
(4.0 )
(3.4 )
(1.7 )
Profit/(loss)
for
the
year
(17.5 )
(11.3 )
(19.8 )
(9.4 )
Attributable to:
Equity shareholders
(11.4 )
(9.6 )
Non-controlling interests
Loss for the year
(11.3 )
(9.4 )
Earnings
per
share:
Basic earnings/(loss) per share
10
(64.5 )
(42.0 )
(83.5 )
(40.5 )
Diluted earnings/(loss)
per share
10
(64.5 )
(42.0 )
(83.3 )
(40.4 )
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2025
2024
Loss
for
the
year
(11.3 )
(9.4 )
Items
that
may
be
reclassified
subsequently
to
profit
or
loss:
Exchange differences on translation of foreign operations
(2.3 )
(1.8 )
Exchange differences reclassified to profit or loss on disposal of foreign operation
(0.7 )
Other
comprehensive
loss
for
the
year,
net
of
tax
(3.0 )
(1.8 )
Total
comprehensive
loss
for
the
year
(14.3 )
(11.2 )
Attributable to:
Equity shareholders
(14.4 )
(11.3 )
Non-controlling interests
Total
comprehensive
loss
for
the
year
(14.3 )
(11.2 )
The accompanying notes form an integral part of these financial statements.
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OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
The accompanying notes form an integral part of these financial statements.
Attributable to equity holders of the Company
Share-
£m
Note
Share
capital
Merger
reserve
based
payments
reserve
Translation
reserve
Other
reserve
Retained
earnings
Total
Non-
controlling
interests
Total
equity
Balance
at
1
January
2024
(0.9 )
Exercise of share-based
payment awards
(0.9 )
–
Share-based payment
expenses, net of tax
30
Dividends paid
(0.2 )
(0.2 )
Future acquisition of non-
controlling interest
Exchange differences on
translation of financial
statements of foreign
operations
(1.7 )
(1.7 )
(0.1 )
(1.8 )
(Loss)/profit for the year
(9.6 )
(9.6 )
(9.4 )
Total comprehensive (loss)/
income for the year
(1.7 )
(9.6 )
(11.3 )
(11.2 )
Balance
at
31 December 2024
(2.6 )
Exercise of share-based
payment awards
(1.7 )
Share-based payment
expenses, net of tax
30
Issuance of shares
Dividends paid
(0.1 )
(0.1 )
(0.2 )
(0.3 )
Future acquisition of non-
controlling interest
(0.2 )
(0.2 )
(0.2 )
Exchange differences on
translation of financial
statements of foreign
operations
(2.3 )
(2.3 )
(2.3 )
Realisation of translation
reserve upon liquidation of
subsidiary
(0.7 )
(0.7 )
(0.7 )
(Loss)/profit for the year
(11.4 )
(11.4 )
(11.3 )
Total comprehensive (loss)/
income for the year
(3.0 )
(11.4 )
(14.4 )
(14.3 )
Balance
at
31 December 2025
(5.6 )
The accompanying notes form an integral part of these financial statements.
£m Note
2025
2024
ASSETS
Current
assets
Cash and bank balances 16
Inventories 18
Trade receivables 19
Bond receivable 25
Other current assets 20
Current income tax receivable
Total
current
assets
Non-current
assets
Goodwill
11
Intangible assets
12
Property, plant and equipment
13
Right-of-use assets
14
Cash collateral
17
Deferred income tax assets
26
ESOP loan to employees
Total
non-current
assets
Total
assets
LIABILITIES
Current
liabilities
Accrued consideration
22
Current income tax liabilities
Trade and other payables
21
Lease liabilities
23
Provisions
24
Borrowings
23
Total
current
liabilities
Non-current
liabilities
Accrued consideration
22
Borrowings
23
Deferred income tax liabilities
26
Provisions
24
Lease liabilities
23
Total
non-current
liabilities
Total
liabilities
NET ASSETS
EQUITY
Equity
attributable
to
equity
holders
of
the
Company
Share capital
27
Merger reserve
27
Share-based payments reserve
27
Translation reserve
27
(5.6 )
(2.6 )
Other reserve
27
Retained earnings
Non-controlling
interests
TOTAL EQUITY
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OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
The accompanying notes form an integral part of these financial statements.
1. General
information
address of its registered office is 19 Tai Seng Avenue, #07 - 01, Singapore 534054.
2. Material
accounting
policy
information
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
£m Note
2025
2024
Cash
flows
from
operating
activities
Loss for the year
(11.3 )
(9.4 )
Adjustments for:
– Income tax expense 9
– Amortisation and depreciation 8
– Net finance expense 7
– Share-based payment expenses 6
– Loss on disposal of property, plant, and equipment
– Impairment loss on goodwill 11
– Impairment loss on intangible assets
– Impairment loss on right-of-use of assets
– Realisation of translation reserve upon liquidation of subsidiary 15
(0.7 )
– Property, plant and equipment written off
– Unrealised currency translation loss/(gain)
(1.0 )
– Provision for doubtful debts 31(d)
Change in working capital:
– Inventories 28
– Trade receivables and other current assets 28
(4.2 )
– Trade and other payables 28
(8.0 )
– Provision 28
(0.2 )
Cash
generated
from
operations
Income tax paid, net of refund
(3.2 )
(6.6 )
Net
cash
provided
by
operating
activities
Cash
flows
from
investing
activities
Government grant relating to the purchase of property, plant and equipment
13
Purchases and construction of property, plant and equipment
13
(7.1 )
(9.8 )
Additions of product development costs
12
(8.7 )
(10.0 )
Additions of software and software under development
12
(0.3 )
(0.3 )
Purchase of bond receivables
25
(11.7 )
Bond premium paid
25
(0.7 )
Proceeds from repayment of ESOP loans
Interest received
Net
cash
used
in
investing
activities
(26.7 )
(20.0 )
Cash
flows
from
financing
activities
Proceeds from issuance of new ordinary shares
Proceeds from borrowings
23
Repayment of borrowings
23
(67.3 )
(23.4 )
Principal payment of lease liabilities
23
(1.8 )
(1.6 )
Interest paid
23
(8.3 )
(12.1 )
Dividend paid to equity holders of the Company
(0.1 )
Dividend paid to non-controlling interests
(0.2 )
(0.2 )
Bank deposit pledged
(0.3 )
Net
cash
provided
by/(used
in)
financing
activities
(33.5 )
Net
increase
in
cash
and
cash
equivalents
Cash and cash equivalents at beginning of financial year
Effects of currency translation on cash and cash equivalents
(1.1 )
Cash
and
cash
equivalents
at
end
of
financial
year
16
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NOTES TO THE CONSOLIDATED
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CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
c.
Group
accounting
160
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CONTINUED
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CONTINUED
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CONTINUED
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CONTINUED
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CONTINUED
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CONTINUED
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
5.
Reconciliation
of
non-statutory
measures
The Group presents Adjusted Gross Profit, Adjusted Operating Expenses and Adjusted Operating Profit by making
adjustments for costs and profits, which management believes to be significant by virtue of their size, nature or incidence
or which have a distortive effect on current year earnings. Such items may include, but are limited to, costs associated
with business combinations, gains and losses on the disposal of businesses, fair value movements, restructuring charges,
acquisition related costs and amortisation of intangible assets arising from business combinations. In addition, the Group
presents Adjusted profit measures for the year by adjusting for certain tax charges and credits which represent the tax effect
of Adjusting items or which management believe to be significant by virtue of their size, nature, or incidence or which have a
distortive effect (shown as Tax effects of Adjusting items below).
As a result, the Group also presents certain Adjusted measures which include the consequential impact of the adjustments
made in Adjusted Gross Profit, Adjusted Operating Profit and Adjusted Tax Expense / Credit. This includes Adjusted Gross
Margin, Adjusted Operating Margin, Adjusted Profit For The Year, Adjusted Diluted Earnings Per Share, Adjusted Operating
Cashflow and Cash Conversion %.
The Group uses these Adjusted measures to evaluate performance and as a method to provide shareholders with clear and
consistent reporting. The Group also reports key financing measures which are relevant to shareholders as they are used in
determining covenant compliance. These include Leverage, Interest Cover, Net Debt, Adjusted Net Finance Expense and
Adjusted EBITDA.
In o
rder to assist shareholders in understanding year-on-year trading performance excluding the translational effect of foreign
currencies, we present certain performance measures in constant currency. Constant currency performance measures are
calculated by translating results which were recorded in a foreign currency into the reporting currency at the actual foreign
exchange rates from the comparative period.
See below for a reconciliation of all non-statutory measures to the closest statutory measure included in these financial
statements.
a.
Adjusted profit or loss measures
£m
2025
Net (Loss)/
Tax (Loss)/
Gross
Operating
Operating
finance profit (expense)/ profit for
profit expenses profit expense
before tax credit
the
year
Statutory result
96.3
(95.6)
0.7
(8.0)
(7.3)
(4.0)
(11.3)
Adjusted for:
Restructuring costs
–
1.4
1.4
–
1.4
(0.1)
1.3
Exit from China
semiconductor market
(1.4)
(0.9)
(2.3)
–
(2.3)
0.4
(1.9)
Costs relating to legal dispute
–
2.6
2.6
–
2.6
–
2.6
Amortisation of intangible assets
acquired from business combinations
–
2.6
2.6
–
2.6
(0.3)
2.3
Costs relating to RF exit
3.0
5.3
8.3
0.2
8.5
(0.1)
8.4
Costs relating to China factory
closure
0.3
3.7
4.0
–
4.0
–
4.0
Historical under provision of tax
–
–
–
–
–
0.8
0.8
Total
adjustments
1.9
14.7
16.6
0.2
16.8
0.7
17.5
Adjusted
result
98.2
(80.9)
17.3
(7.8)
9.5
(3.3)
6.2
Adjusted Gross Margin is the Adjusted Gross Profit expressed as a percentage of revenue. Adjusted Operating Margin is the
Adjusted Operating Profit expressed as a percentage of revenue.
The historical under provision of tax relates to additional tax potentially due in the UK relating to prior years, following a
transfer pricing change. The current year impact of the correction is reflected in the underlying results for 2025.
2024
£m
Gross
profit
Operating
expenses
Operating
profit
Net
finance
expense
(Loss)/
profit
before
tax
Tax
expense
(Loss)/
profit for
the year
Statutory result
97.0
(93.4)
3.6
(11.3)
(7.7)
(1.7)
(9.4)
Adjusted for:
Restructuring costs
–
2.3
2.3
–
2.3
(0.5)
1.8
Exit from China
semiconductor market
4.3
2.4
6.7
–
6.7
(0.8)
5.9
Costs relating to legal dispute
–
7.6
7.6
–
7.6
–
7.6
Amortisation of intangible assets
acquired from business combinations
–
3.1
3.1
–
3.1
(0.4)
2.7
Global supply chain transformation
–
1.6
1.6
–
1.6
–
1.6
Bid defence costs
–
0.2
0.2
–
0.2
–
0.2
Total
adjustments
4.3
17.2
21.5
–
21.5
(1.7)
19.8
Adjusted
result
101.3
(76.2)
25.1
(11.3)
13.8
(3.4)
10.4
b.
Adjusted
Operating
Cash
Flow and
Conversion
%
£m
2025
2024
Cash
generated
from
operations
49.3
62.0
Adjusted for cash flows in respect of:
Restructuring costs
0.9
1.1
Costs relating to legal dispute
0.5
1.6
Global supply chain information
–
0.9
Costs relating to RF exit
1.3
–
Costs relating to China factory closure
3.3
–
Prepayment from an RF customer
(16.4)
–
Adjusted
Operating
Cash
Flow
38.9
65.6
Adjusted
Operating
Profit
17.3
25.1
Adjusted
Operating
Cash
Conversion
225%
261%
c.
Adjusted
EBITDA
£m
2025
2024
Operating
profit
0.7
3.6
Adjusted for:
Depreciation
8.8
8.8
Amortisation
10.0
9.9
Impairment
5.3
1.9
EBITDA
24.8
24.2
Adjusted for:
Restructuring costs
1
1.4
2.0
Exit from China Semiconductor market
2
(2.3)
5.3
Costs relating to legal dispute
2.6
7.6
Global supply chain transformation
–
1.6
Costs relating to RF exit
3
4.2
–
Costs relating to China factory closure
4.0
–
Bid defence costs
–
0.2
Adjusted
EBITDA
34.7
40.9
1
Restructuring costs for 2024 does not include £0.3m of impairment loss on Rights-of-used assets which has already been adjusted as part of the impairment
adjustment above.
2
Exit from China Semiconductor market for 2024 does not include £1.4m of impairment loss on goodwill which has already been adjusted as part of the
impairment adjustment above.
3
Costs relating to RF exit does not include £4.1m of impairment loss on intangible assets which has already been adjusted as part of the impairment adjustment
above.
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NOTES TO THE CONSOLIDATED
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CONTINUED
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5.
Reconciliation
of
non-statutory
measures
continued
d.
Net Debt
£m
2025
2024
Borrowings
Current
0.3
0.3
Non-current
76.7
108.6
Total
borrowings
77.0
108.9
Cash and cash collateral
Cash at bank and on hand
33.6
13.8
Short-term bank deposits
0.2
0.1
Cash collateral
1.7
1.5
Total
cash
and
cash
collateral
35.5
15.4
Net
Debt
41.5
93.5
e.
Leverage
ratio
(Net
Debt:
Adjusted
EBITDA)
£m
Net Debt (Note 5 (d))
Adjusted EBITDA (Note 5(c))
2025
2024
93.5
40.9
41.5
34.7
Leverage
Ratio
(Net
Debt
:
Adjusted
EBITDA)
1.2x
2.3x
f.
Interest
Cover
(Adjusted
EBITDA:
Adjusted
Net
Finance
Expense)
£m
Adjusted EBITDA (Note 5(c))
2025
2024
40.9
34.7
Net finance expense
8.0
11.3
Adjusted for:
Amortisation of financing costs
(1.1)
–
Costs relating to RF exit
1
(0.2)
–
Conformed Net Finance Expense
6.7
11.3
Interest
Cover
(Adjusted
EBITDA:
Adjusted
Net
Finance
Expense)
5.2x
3.6x
1
Costs relating to RF exit consists of the impairment of capitalised borrowing costs previously recognised.
Conformed Net Finance Expense reflects the definition of interest used to calculate Interest Cover for our borrowing facility
covenants.
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for the year ended 31 December 2025
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NOTES TO THE CONSOLIDATED
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CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
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CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Tr
ade
Other
current
Trade
and
other
Accrued
Provisions
(current
and
non-
28.
Cash
flow
from
movement
in
working
capital
The following adjustments have been made to reconcile from the movement in balance sheet heading to the amount
presented in the cash flow from the movement in working capital. This is in order to more appropriately reflect the cash
impact of the underlying transactions.
2025
£m
Inventories
(Note
18)
Trade
receivables
(Note
19)
Other
current
assets
(Note
20)
Trade
and other
payables
(Note
21)
Accrued
consideration
(Note
22)
Provisions
(current
and non-
current)
(Note 24)
At 31 December 2025
57.0
34.2
5.9
59.2
1.7
51.3
At 31 December 2024
71.1
30.2
5.6
40.8
1.5
55.3
Balance sheet movement
14.1
(4.0)
(0.3)
18.4
0.2
(4.0)
Accrued consideration provision
–
–
–
–
(0.2)
–
Withholding tax payable
–
–
0.1
(0.2)
–
–
Interest accrual movement
–
0.2
–
–
(0.1)
–
Malaysia construction
–
–
–
(5.5)
–
–
Accrual of government grant
relating to the purchase of
property, plant and equipment
–
–
1.2
–
–
–
Bond premium accruals
–
–
–
0.3
–
–
Reclassification
–
–
–
(0.2)
–
0.2
Currency translation differences
(4.2)
(1.2)
(0.2)
1.8
0.1
3.6
9.9
(5.0)
0.8
14.6
–
(0.2)
2024
Inventories
receivables
assets
payables
consideration
current)
£m
(Note
18)
(Note
19)
(Note
20)
(Note
21)
(Note
22)
(Note
24)
At 31 December 2024
71.1
30.2
5.6
40.8
1.5
55.3
At 31 December 2023
91.6
43.1
8.1
48.3
1.7
45.9
Balance sheet movement
20.5
12.9
2.5
(7.5)
(0.2)
9.4
Accrued consideration provision
–
–
–
–
0.3
–
Withholding tax payable
–
–
–
(0.1)
–
–
Interest accrual movement
–
–
–
–
(0.1)
–
Bond premium accruals
–
–
–
(0.3)
–
–
Reclassification
–
–
–
0.3
–
(0.3)
Currency translation differences
0.7
–
–
(0.4)
–
(0.8)
21.2
12.9
2.5
(8.0)
–
8.3
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CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
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CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
31.
Financial
risk
management
The Group’s activities expose it to capital risk, market risk (including currency risk and interest rate risk), credit risk and
liquidity risk. The Group seeks to minimise adverse effects from the unpredictability of financial markets on the Group’s
financial performance.
a.
Capital
risk
The Group manages its capital to ensure that the entities in the Group will be able to continue as a going concern while
maximising the return to shareholders through the optimisation of the debt and equity.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 23, cash and equity
attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in
Note 2.
The Board reviews the capital structure of the business and considers the cost of capital and risks associated with each class
of capital. The Group aims to balance its overall capital structure through the payment of dividends, new share issues and
share buyback as well as the issue of new debt or the redemption of existing debt.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
31.
Financial
risk
management
continued
b.
Currency
risk
The Group operates in North America, Europe and Asia. Entities in the Group regularly transact in currencies other than their
respective functional currencies (“foreign currencies”). The Group monitors and manages the currency risk through review
of internal reports analysing major currency exposures. Where possible, the Group seeks to offset exposures by matching
monetary asset and liability exposures in like currencies against each other, often using its bank facilities to square off or
reduce exposures. The Group also manages some currency exposure by entering into currency forwards with banks.
The Group’s currency exposure is as follows:
£m GBP EUR USD SGD Others Total
At 31 December 2025
Financial
assets
Cash and cash equivalents
0.8
2.1
29.5
0.2
1.2
33.8
Cash collateral
–
–
1.7
–
–
1.7
Trade receivables
1.5
5.0
27.6
–
0.1
34.2
Bond receivables
–
–
48.8
–
–
48.8
Other current assets
–
0.3
1.3
–
0.3
1.9
Subtotal
2.3
7.4
108.9
0.2
1.6
120.4
Financial
liabilities
Borrowings
(20.4)
–
(56.6)
–
–
(77.0)
Trade and other payables
(3.1)
(1.6)
(25.8)
(0.1)
(9.1)
(39.7)
Lease liabilities
(0.4)
(12.3)
(35.6)
(2.8)
(0.3)
(51.4)
Provisions
(0.3)
(0.2)
(50.7)
(0.1)
–
(51.3)
Accrued consideration
(0.8)
–
(0.9)
–
–
(1.7)
Subtotal
(25.0)
(14.1)
(169.6)
(3.0)
(9.4)
(221.1)
Net
financial
liabilities
(22.7)
(6.7)
(60.7)
(2.8)
(7.8)
(100.7)
Currency
profile
(22.7)
(6.7)
(60.7)
(2.8)
(7.8)
(100.7)
Financial liabilities denominated in the
respective entities’ functional currencies
22.2
7.5
70.2
–
6.4
106.3
Currency exposure of financial
(liabilities)/ assets
(0.5)
0.8
9.5
(2.8)
(1.4)
5.6
£m
GBP
EUR
USD
SGD
Others
Total
At 31 December 2024
Financial assets
Cash and cash equivalents
1.2
2.0
11.1
0.3
0.8
15.4
Trade receivables
1.6
3.3
25.1
–
0.2
30.2
Bond receivables
–
–
39.2
–
–
39.2
Other current assets
0.1
0.4
0.3
–
0.1
0.9
ESOP loan to employees
0.1
–
–
–
–
0.1
Subtotal
3.0
5.7
75.7
0.3
1.1
85.8
Financial
liabilities
Borrowings
–
–
(108.9)
–
–
(108.9)
Trade and other payables
(3.4)
(1.5)
(27.5)
(0.7)
(4.3)
(37.4)
Lease liabilities
(0.5)
(12.0)
(38.3)
(3.2)
(0.3)
(54.3)
Provisions
(0.3)
(0.3)
(53.3)
(0.1)
(1.3)
(55.3)
Accrued consideration
(0.7)
–
–
–
(0.8)
(1.5)
Subtotal
(4.9)
(13.8)
(228.0)
(4.0)
(6.7)
(257.4)
Net
financial
liabilities
(1.9)
(8.1)
(152.3)
(3.7)
(5.6)
(171.6)
Currency
profile
(1.9)
(8.1)
(152.3)
(3.7)
(5.6)
(171.6)
Financial liabilities denominated in the
respective entities’ functional currencies
1.4
8.3
155.2
–
3.1
168.0
Currency exposure of financial
(liabilities)/ assets
(0.5)
0.2
2.9
(3.7)
(2.5)
(3.6)
Within the Group, the Company has USD as its functional currency and is therefore exposed to currency risk with respect to
financial assets and liabilities denominated in GBP and SGD. During the year, the change in average exchange rates between
GBP and SGD against USD was 2.8% and 0.0% respectively (2024: GBP 2.8%, SGD 0.5%).The impact of this change in average
exchange rates, with all other variables, including tax rates, being held constant, on the net financial asset/(liability) that is
exposed to currency risk from these currency pairs as at 31 December 2025 would be as follows:
2025 Loss
after
tax
2024
Loss
after
tax
GBP against USD
– Strengthened
–
2.1
– Weakened
–
(2.1)
SGD against USD
– Strengthened
–
–
– Weakened
–
–
Subsidiaries with other functional currencies are not exposed to significant foreign exchange risks.
The impact of the currency risk on other comprehensive income is not significant.
Exchange rates applied in these financial statements are the average for the twelve-month period for Income Statement
items (including £1/USD1.3156, £1/€1.1717, £1/SGD1.7215) and are the closing rate for Balance Sheet items (including £1/
USD1.3445, £1/€1.1454, £1/SGD1.7290 at 31 December 2025).
c.
Interest
rate
risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. As the Group has no significant interest-bearing assets, the Group’s income is substantially independent
of changes in the market interest rates.
All of the Group’s borrowings are at variable interest rates with £56.6m denominated in USD and £20.4m denominated in
GBP. As at 31 December 2025, SOFR and SONIA were 3.9% and 3.7%, respectively.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
31.
Financial
risk
management
continued
If the USD interest rates on the year end borrowings increased/decreased by 1.1% (2024: 1.1%) with all other variables,
including tax rates, being held constant, the profit after tax for the year will be lower/higher by £1.2m (2024: £0.5m) as a
result of higher/lower interest expense on these borrowings.
d.
Credit
risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the
Group. For trade receivables the Group adopts a policy of only dealing with customers of appropriate credit history or rating.
For other financial assets, the Group adopts the policy of only dealing with high credit quality counterparties.
The Group uses a provision matrix to measure the lifetime expected credit loss allowance for trade receivables. In measuring
the expected credit loss, trade receivables are grouped based on shared credit risk characteristics and days past due.
In calculating the expected credit loss rates, the Group considers historical loss rates for each category of customers and
adjusts to reflect current and forward macroeconomic factors affecting the ability of the customers to settle the receivables.
The Group has identified gross domestic product (GDP) and the public policy of the countries in which it sells goods as the
most relevant factors.
Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a
repayment plan with the Group. The Group generally considers a financial asset as in default if the counterparty fails to make
contractual payments within 90 days of when they fall due and writes off the financial asset when a debtor is in significant
financial difficulties and has defaulted on payment that is usually greater than 120 days past due. Where receivables are
written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where
recoveries are made, these are recognised in profit or loss.
The Group’s credit risk exposure in relation to trade receivables under IFRS 9 is set out in the provision matrix as follows:
Past
due
£m
Current
1–30
days
31–60
days
61–90
days
91–120
days
>120
days
Total
At 31 December 2024
North
America
region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
15.2%
Trade receivables
16.3
2.3
0.6
–
–
–
19.2
Loss allowance
–
–
–
–
–
–
–
Europe
region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
0.0%
Trade receivables
6.4
1.2
0.3
–
–
0.1
8.0
Loss allowance
–
–
–
–
–
–
–
Asia
region
Expected loss rate
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Trade receivables
2.3
0.7
–
–
–
–
3.0
Loss allowance
–
–
–
–
–
–
–
The movement in the allowance for impairment of trade receivables is as follows:
Past
due
£m Current
1–30
days
31–60
days
61–90
days
91–120
days
>120
days
Total
At 31 December 2025
North
America
region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
4.3%
Trade receivables
14.9
2.1
0.5
0.2
–
0.4
18.1
Loss allowance
–
–
–
–
–
(0.1)
(0.1)
Europe
region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
21.4%
Trade receivables
9.6
0.7
0.3
–
–
–
10.6
Loss allowance
–
–
–
–
–
–
–
Asia
region
Expected loss rate
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Trade receivables
4.6
0.8
0.1
–
0.1
–
5.6
Loss allowance
–
–
–
–
–
–
–
(a) Loss allowance measured at lifetime expected credit loss.
e.
Liquidity
risk
Prudent liquidity risk management includes maintaining sufficient cash, the availability of funding through an adequate
amount of committed credit facilities (Note 23) and the ability to close out market positions at a short notice. The Group
manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows. All significant subsidiaries prepare weekly cash forecasts on a 20-weeks outlook
basis and review them on a weekly basis with management.
At the balance sheet date, assets held by the Group and the Company for managing liquidity risk included cash and short-term
deposits and are disclosed in Note 16.
The Group’s debt is sourced from a Revolving Credit Facility (“RCF”) provided by HSBC UK Bank PLC, J.P. Morgan Securities
PLC, DBS Bank Ltd, Banco de Sabadell S.A., Commerzbank Aktiengesellschaft and Bank of China Limited. In December 2025,
there is an amendment to our revolving credit facility, which including introduction an additional lender. This allowed the
current lenders to reduce their commitment under Facility A with the new lender providing additional commitment under
Facility B. Facility A matures on 30 June 2028 and Facility B matures on 30 June 2030. The facility has no fixed repayment
until maturity. Both facilities incur a fee of 40% of the margin for the unutilised facility.
The main features of the RCF are as follows:
•
Interest accrues for amounts drawn down on Facility A at SOFR for US dollar borrowings and SONIA for sterling
borrowings, plus a margin of 1.95%-3.2% depending on Leverage. For Facility B interest accrues at SONIA plus a margin of
4.75%.
•
Financial covenants of the facility, a leverage ratio (Net Debt to Adjusted EBITDA) of not more than 3:00 and interest
cover (Adjusted EBITDA to Adjusted Net Finance Expense) of not less than 3:00. Each covenant is tested quarterly. For
covenant testing purposes, the Group’s definition of Adjusted EBITDA and Adjusted Net Finance Expenses includes certain
Adjustments, as detailed in Note 5. Adjusted EBITDA, for covenant test purposes, is based on the previous 12-month
period, measured on the last day of each financial quarter of the Group. Throughout the year and at 31 December 2025
both of these covenants were met.
•
Commitments of USD $100.7m under Facility A and £22.2m under Facility B.
£m
Beginning of financial year
2025
2024
(0.1)
–
Loss
allowance
(a)
recognised in profit or loss during the year on assets acquired/originated
Receivables written off as uncollectible
(0.1)
–
–
0.1
End of the financial year
(0.1)
–
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OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
COMPANY BALANCE
SHEET
AS AT 31 DECEMBER 2025
31.
Financial
risk
management
continued
The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the
remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are
the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of
discounting is not significant.
Less
than
1
Between
1
Between
2
Over
5
£m
year
and 2 years
and 5 years
years
Total
Group
At 31 December 2025
Trade and other payables
39.6
0.1
–
–
39.7
Lease liabilities
4.6
5.0
13.1
70.6
93.3
Accrued consideration
–
0.8
0.9
–
1.7
Borrowings,
including
interest
6.1
63.9
23.3
–
93.3
Total
50.3
69.8
37.3
70.6
228.0
At 31 December 2024
Trade and other payables
37.2
0.1
0.1
–
37.4
Lease liabilities
5.0
5.9
13.9
79.6
104.4
Accrued consideration
0.8
–
0.7
–
1.5
Borrowings, including interest
8.4
116.5
-
–
124.9
Total
51.4
122.5
14.7
79.6
268.2
The Group manages the liquidity risk by maintaining sufficient cash and bank facilities to enable it to meet its normal
operating commitments.
f.
Financial
instruments
by
category
The
carrying amount of the different categories of financial instruments are as follows:
£m
2025
2024
Financial assets, at FVPL
–
–
Financial liabilities, at FVPL
(1.7)
(1.5)
Financial assets, at amortised cost
120.4
85.8
Financial liabilities, at amortised cost
(219.4)
(255.9)
g.
Offsetting
financial
assets
and
financial
liabilities
The
Group has no financial instruments subject to enforceable master netting arrangements.
32.
Events
occurring
after
balance
sheet
date
The Group is not aware of any events post year end which impact the accounts.
33.
Information
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of XP Power
Limited on 3 March 2026.
£m
Note
2025
2024
ASSETS
Current
assets
Cash and bank balances
37
8.5
7.1
Inventories
40
7.5
9.3
Trade and other receivables
38
97.0
91.0
Other current assets
39
2.0
1.5
Total
current
assets
115.0
108.9
Non-current
assets
Investment in subsidiaries
36
58.9
47.4
Intangible assets
43
28.3
33.2
Property, plant and equipment
41
1.9
2.2
Right-of-use assets
42
2.4
2.9
Long-term receivable
46
6.7
7.2
Total
non-current
assets
98.2
92.9
Total
assets
213.2
201.8
LIABILITIES
Current
liabilities
Current income tax liabilities
47
0.7
0.3
Trade and other payables
45
38.1
53.0
Lease liabilities
0.4
0.4
Total
current
liabilities
39.2
53.7
Non-current
liabilities
Deferred income tax liabilities
44
5.5
6.2
Provisions
0.1
0.3
Lease liabilities
2.4
2.8
Total
non-current
liabilities
8.0
9.3
Total
liabilities
47.2
63.0
NET ASSETS
166.0
138.8
EQUITY
Share capital
48
113.4
73.8
Share-based payments reserve
48
0.4
0.3
Translation reserve
48
8.5
20.4
Other reserve
1.4
1.2
Retained earnings
48
42.3
43.1
TOTAL EQUITY
166.0
138.8
212
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Power Annual
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&
Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
34.
General
information
XP Power Limited (the “Company”) is listed on the London Stock Exchange and incorporated and domiciled in Singapore. The
address of its registered office is 19 Tai Seng Avenue, #07-01, Singapore 534054.
The nature of the Company’s operations and its principal activities are providing power supply solutions and acting as an
investment holding company.
35.
Basis of preparation
The Company applies the same principal accounting policies as the Group as set out in Note 2 under the Group Consolidated
Financial Statements, except for the following which are only applicable to the Company:
a.
Investments
in
subsidiaries,
associates
and
joint
ventures
Investments in subsidiaries are stated at cost less accumulated impairment losses in the balance sheet. On disposal of
36.
Investment
in
subsidiaries
Name
of Subsidiary
Places of
business /
country of
incorporation
Ownership
interest
2025
%
Ownership
interest
2024
%
investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investments are
recognised in profit or loss.
b.
Financial
guarantees
The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees are financial
guarantees as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments
when due in accordance with the terms of their borrowings.
Financial guarantee contracts are initially measured at fair values plus transaction costs and subsequently measured at the
higher of:
•
premium received on initial recognition less the cumulative amount of income recognised in accordance with the principles
of IFRS 15; and
•
the amount of expected loss computed using the impairment methodology under IFRS 9.
a.
Changes
in
accounting
policy
and
disclosures
i.
New
and
amended
standards
adopted
by
the
Group
On 1 January 2024, the Company adopted the new or amended IFRS, Interpretations issued by the IFRS Interpretations
Committee of the IASB (“IFRIC”) and Interpretations of SFRS(I) (“INT SFRIS(I)”) (collectively referred to as “Standards and
Interpretations”) that are mandatory for application for the financial year. Changes to the Company’s accounting policies have
been made as required, in accordance with the transitional provisions in the respective Standards and Interpretations.
The a
doption of these new or amended Standards and Interpretations did not result in substantial changes to the Company’s
accounting policies and had no material effect on the amounts reported for the current or previous financial years.
ii.
New
Standards
and
Interpretations
issued
not
yet
adopted
Certain new accounting Standards and Interpretations have been published that are not mandatory for 31 December 2025
reporting periods and have not been early adopted by the Company. These are not expected to have a material impact on the
Company in the current or future reporting periods and on foreseeable future transactions except for SFRS (I) 18 Presentation
and Disclosure in Financial Statements as its impacts on presentation and disclosure are expected to be pervasive, in
particular, those related to the statement of comprehensive income and providing management-defined performance
measures within the financial statements. The Company is currently assessing the detailed implication of applying the new
standard on the Company’s financial statements.
XP Power Plc
UK
100
100
XP Power Singapore Holdings Pte Limited Singapore 100 100
During the year, the Company increased its investment in its 100% owned subsidiary, XP Power PLC, in order to restructure
intercompany loan balances, which were denominated in GBP. The Company was exposed to foreign exchange losses on
these intercompany loan balances during 2025 due to the weakening of the US dollar, which is the functional currency of the
Company.
37.
Cash
and
bank
balances
£m
Cash at bank
2025
2024
7.1
8.5
Total
8.5
7.1
The Company’s cash at bank is denominated in the following currencies:
GBP
£m
USD
£m
EUR
£m
SGD
£m
TOTAL
£m
At 31 December 2025
0.3 7.4 0.6 0.2 8.5
At 31 December 2024
0.1
6.4
0.4
0.2
7.1
38.
Trade
and
other
receivables
£m
2025
2024
Trade receivables
5.5
2.9
Trade receivables from subsidiaries
15.1
12.1
Other receivables from subsidiaries
12.3
16.0
Loan receivables from subsidiaries
64.1
60.0
Total
97.0
91.0
The average credit period taken on sales of goods to third party is 69 days (2024: 35 days). No interest is charged on the
outstanding receivables balance.
The carrying amount of trade and other receivables approximates their fair value.
Loan receivables from subsidiaries are unsecured and bear interest at SOFR plus 1.7% per annum.
Trade and other receivables from subsidiaries are interest free.
£m
2025
2024
Cost
at
carrying
value
At 1 January
47.4
46.6
Addition
14.6
–
Currency translation differences
(3.1)
0.8
At
31
December
58.9
47.4
for the year ended 31 December 2025
for the year ended 31 December 2025
39.
Other current
assets
£m
2025
2024
Prepayments
0.4
0.3
VAT receivables
1.6
1.2
Total
2.0
1.5
40.
Inventories
£m
2025
2024
Finished goods
7.5
9.3
41.
Property,
plant
and
equipment
43.
Intangible
assets
Product
development
Intangible
Assets
under
£m
costs
Trademarks
software
development
Total
Cost
At 1 January 2024
25.8
0.1
20.8
11.7
58.4
Additions
–
–
–
4.3
4.3
Transfer
6.6
–
–
(6.6)
–
Reclassification
–
–
–
(0.9)
(0.9)
Currency translation differences
0.5
–
0.3
0.1
0.9
At 31 December 2024
32.9
0.1
21.1
8.6
62.7
Additions
(0.1)
–
–
3.9
3.8
Transfer
1.6
–
0.3
(1.9)
–
Currency translation differences
(2.3)
–
(1.4)
(0.6)
(4.3)
At 31 December 2025
32.1
0.1
20.0
10.0
62.2
Accumulated
amortisation
and
impairment
losses
At 1 January 2024
18.1
–
5.1
2.0
25.2
Amortisation charge
2.5
–
2.1
–
4.6
Impairment charge
–
–
–
0.2
0.2
Reclassification
(0.9)
–
–
–
(0.9)
Currency translation differences
0.3
–
0.1
–
0.4
At 31 December 2024
20.0
–
7.3
2.2
29.5
Amortisation charge
3.2
–
2.1
–
5.3
Impairment charge
1.1
–
–
0.1
1.2
Currency translation differences
(1.4)
–
(0.5)
(0.2)
(2.1)
At 31 December 2025
22.9
–
8.9
2.1
33.9
Net
book value
At 31 December 2025
9.2
0.1
11.1
7.9
28.3
At 31 December 2024
12.9
0.1
13.8
6.4
33.2
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET
CONTINUED
AS AT 31 DECEMBER 2025
42.
Right-of-use
assets
£m
Leasehold
land and
buildings
The Company’s trademarks used to identify and distinguish the Company’s name and logo have a carrying amount of £0.1m
(2024: £0.1m). The Company intends to renew the trademarks continuously and evidence supports its ability to do so, based on
its past experience. An analysis of market and competitive trends provides evidence that the trademarks will generate net cash
inflows for the Company for an indefinite period. Therefore, the trademarks are carried at cost without amortisation, but are
tested for impairment on an annual basis.
44.
Deferred income tax liabilities
The movement in deferred income tax liabilities during the financial year is as follow:
At 1 January 2024 3.2
Depreciation charge (0.4)
Addition 0.1
At 31 December 2024
2.9
Depreciation charge (0.4)
Currency translation differences (0.1)
214
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£m
Freehold
land
Building
Plant and
equipment
Building
improvements
Total
Cost
At 1 January 2024
0.2
1.8
2.3
1.0
5.3
Additions
–
–
0.2
–
0.2
Currency translation differences
–
0.1
–
–
0.1
At 31 December 2024
0.2
1.9
2.5
1.0
5.6
Additions
–
–
0.1
–
0.1
Currency translation differences
–
(0.1)
(0.2)
(0.1)
(0.4)
At 31 December 2025
0.2
1.8
2.4
0.9
5.3
Accumulated
depreciation
At 1 January 2024
–
0.8
1.8
0.4
3.0
Depreciation charge
–
0.1
0.1
0.1
0.3
Currency translation differences
–
–
0.1
–
0.1
At 31 December 2024
–
0.9
2.0
0.5
3.4
Depreciation charge
–
0.1
0.2
0.1
0.4
Currency translation differences
–
(0.1)
(0.2)
(0.1)
(0.4)
At 31 December 2025
–
0.9
2.0
0.5
3.4
Net
book value
At 31
December 2025
0.2 0.9 0.4 0.4
1.9
At 31 December 2024
0.2
1.0
0.5
0.5
2.2
£m
Accelerated tax
depreciation
Intangible assets
amortisation
Others
Total
At 1 January 2024
(0.2)
(5.4)
(0.2)
(5.8)
Charged to profit or loss
–
(0.1)
(0.2)
(0.3)
Currency translation differences
–
(0.1)
–
(0.1)
At 31 December 2024
(0.2)
(5.6)
(0.4)
(6.2)
Credited/(charged) to profit or loss
–
0.4
(0.3)
0.1
Currency translation differences
–
0.5
0.1
0.6
At 31 December 2025
(0.2)
(4.7)
(0.6)
(5.5)
216
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Power Annual
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for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET
CONTINUED
AS AT 31 DECEMBER 2025
45.
Trade
and
other
payables
£m
2025
2024
Trade payables
1.8
2.3
VAT payables
0.6
1.0
Withholding tax
0.1
–
Accruals for operating expenses
3.5
3.9
Contract liabilities
0.4
0.8
Amount payable to subsidiaries
31.7
45.0
Total
38.1
53.0
Amount payable to subsidiaries includes advances from subsidiaries amounting to £7.8m (2024: £7.1m), which pertain to cash
pooling arrangements and are unsecured, repayable on demand and bear interest ranging from 1.5% to 3.0% per annum.
The Company borrows from subsidiaries at an interest rate of 1.7% above ESTR. The borrowing is repayable on demand. The
outstanding amount as at year end is £5.8m (2024: £5.8m).
46.
Long-term
receivable
£m
2025
2024
Loans to subsidiaries
6.7
7.2
Total
6.7
7.2
Loans to subsidiaries are unsecured and denominated in the USD. The loans are repayable on demand and bear interest at
SOFR plus 1.7% per annum.
47.
Current
income
tax
liabilities
Movement in current income tax liabilities:
In 2025, the Company issued 4,350,424 ordinary shares for a net consideration of £39.6mil. The newly issued shares rank pari
passu in all aspects with the previously issued shares.
b.
Share-based
payments
reserve
Share-based payments reserve represents the equity-settled share-based payments granted to employees. The reserve is
made up of the cumulative value of services received from employees recorded over the vesting period commencing from the
grant date of equity-settled share-based payments and is reduced by the expiry or exercise of share-based payments.
£m
2025
2024
Balance at 1 January
0.3
0.5
Share-based payment expenses
0.3
0.1
Share options exercised
(0.2)
(0.3)
Balance
at
31
December
0.4
0.3
c.
Translation
reserve
Translation reserve represents exchange differences arising from the translation of these financial statements from the
Company’s functional currency to its presentation currency.
£’m
Balance
at 1 January
Currency translation differences
2025
2024
17.9
2.5
20.4
(11.9)
Balance
at
31
December
8.5
20.4
d.
Retained
earnings
The movement in retained earnings during the financial year is as follows:
48.
Share
capital
and
reserves
a.
Share
capital
No of
ordinary
shares
Amount
£m
2025
Beginning
of financial year
Shares issued
23,689,254 73.8
4,350,424 39.6
End of financial year
28,039,678 113.4
2024
Beginning of financial year 23,689,254 73.8
End of financial year 23,689,254 73.8
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one
vote per share and carry a right to dividends as and when declared by the Company.
£m
2025
2024
At 1 January
0.3
3.5
Income tax paid (net of refund)
(0.2)
(3.5)
Tax expense
0.6
0.3
At
31
December
0.7
0.3
£m
2025
2024
Balance at 1 January
43.1
39.8
Dividends paid
(0.1)
(0.1)
(Loss)/profit for the year
(0.7)
3.4
Balance
at
31
December
42.3
43.1
218
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Power Annual
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Power Annual
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Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET
CONTINUED
AS AT 31 DECEMBER 2025
49.
Financial
risk
management
The Company’s activities expose it to capital risk, market risk (including currency risk and interest rate risk), credit risk and
liquidity risk. The Company seeks to minimise adverse effects from the unpredictability of financial markets on the Company’s
financial performance.
a.
Capital
risk
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to
shareholders through the optimisation of the debt and equity balance.
The capital structure of the Company consists of debt, cash and equity attributable to equity holders of the parent, comprising
issued capital, reserves and retained earnings as disclosed in Note 48.
b.
Currency
risk
The Company transacts in North America, Europe and Asia. The Company monitors and manages the currency risks through
internal reports analysing major currency exposures. Where possible the Company seeks to offset exposures by matching
monetary asset and liability exposures in like currencies against each other often using its bank facilities to square off or
reduce exposures. The Company manages some currency exposure by entering into currency forwards with banks.
The Company’s currency exposure is as follows:
At
31
December
2025
£m GBP EUR USD SGD MYR Others Total
Financial
assets
Cash and cash equivalents
0.3
0.6
7.4
0.2
–
–
8.5
Trade and other receivables
0.6
1.9
90.2
0.1
4.0
0.2
97.0
Long-term receivables
–
–
6.7
–
–
–
6.7
Subtotal
0.9
2.5
104.3
0.3
4.0
0.2
112.2
Financial
liabilities
Trade and other payables
(5.7)
(6.8)
(23.1)
(1.2)
(0.2)
–
(37.0)
Lease liabilities
–
–
–
(2.8)
–
–
(2.8)
Provisions
–
–
–
(0.1)
–
–
(0.1)
Subtotal
(5.7)
(6.8)
(23.1)
(4.1)
(0.2)
–
(39.9)
Net
financial
(liabilities)/assets
(4.8)
(4.3)
81.2
(3.8)
3.8
0.2
72.3
Currency profile excluding non-
financial assets and liabilities
(4.8)
(4.3)
81.2
(3.8)
3.8
0.2
72.3
Less: Financial assets denominated in
the entity’s functional currency
–
–
89.2
–
–
–
89.2
Currency exposure of financial
(liabilities)/assets
(4.8)
(4.3)
(8.0)
(3.8)
3.8
0.2
(16.9)
If the SGD and MYR change against USD by 2.0% and 6.3% respectively (2024: SGD 0.5% and 1.2%) with all other variables,
including tax rates, being held constant, the effects arising from the net financial asset/(liability) that are exposed to currency
risk will be as follows:
2025 Profit
after
tax
2024
Profit
after
tax
SGD against USD
– Strengthened
(0.2)
–
– Weakened
0.2
–
MYR against USD
– Strengthened
0.7
–
– Weakened
(0.7)
–
The impact of the currency risk on other comprehensive income is not significant.
c.
Interest
rate
risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. As the Company has no significant interest-bearing assets, the Company’s income is substantially
independent of changes in the market interest rates.
All of the Group’s borrowings are at variable interest rates and are denominated in US dollar. The SOFR rate as of
31 December 2025 was 3.9%.
The Company borrows from subsidiaries at an interest rate of 1.7% above ESTR for loan. If the average interest rates on these
borrowings increased/decreased by 1.50% (2024: 0.65%) with all other variables, including tax rates, being held constant, the
profit after tax will be lower/higher by £0.1m (2024: £0.1m) as a result of higher/lower interest expense on these borrowings.
d.
Credit
risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the
Company. For trade receivables the Company adopts a policy of only dealing with customers of appropriate credit history or
rating. For other financial assets, the Company adopts the policy of only dealing with high credit quality counterparties.
At
31
December
2024
£m
GBP
EUR
USD
SGD
MYR
Others
Total
Financial
assets
Cash and cash equivalents
0.1
0.4
6.3
0.3
–
–
7.1
Trade and other receivables
0.3
1.4
85.0
0.1
3.9
0.3
91.0
Long-term receivables
–
–
7.2
–
–
–
7.2
Subtotal
0.4
1.8
98.5
0.4
3.9
0.3
105.3
Financial
liabilities
Trade and other payables
(23.2)
(6.2)
(19.9)
(1.7)
(0.1)
(0.1)
(51.2)
Lease liabilities
–
–
–
(3.2)
–
–
(3.2)
Provisions
–
–
(0.2)
(0.1)
–
–
(0.3)
Subtotal
(23.2)
(6.2)
(20.1)
(5.0)
(0.1)
(0.1)
(54.7)
Net financial (liabilities)/assets
Currency profile excluding non-financial
(22.8) (4.4) 78.4 (4.6) 3.8 0.2 50.6
assets
and
liabilities
(22.8)
(4.4)
78.4
(4.6)
3.8
0.2
50.6
Less: Financial assets denominated in the
entity’s functional currency
Currency
exposure
of
financial
assets/
–
–
78.4
–
–
–
78.4
(liabilities)
(22.8)
(4.4)
–
(4.6)
3.8
0.2
(27.8)
220
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OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET
CONTINUED
AS AT 31 DECEMBER 2025
49.
Financial
risk
management
continued
The Company is not exposed to significant credit risk as a majority of the sales are made to the subsidiaries. Trade receivables are
neither past due nor impaired and are substantially with companies with a good collection track record with the Company.
The Company does not hold any collateral and the maximum exposure to credit risk for each class of financial instruments is the
carrying amount of that class of financial instruments on the balance sheet.
The Company applies the simplified approach by using the provision matrix to measure the lifetime expected credit loss for all
trade receivables. In measuring the expected credit losses, it is based on the Company’s two years’ historical credit loss experience,
Financial
assets
at
amortised
costs
The Company uses the following categories of internal credit risk rating for financial assets, which are subject to expected
credit losses under the three-stage general approach. These four categories reflect the respective credit risk and how the loss
provision is determined for each of those categories.
Category of internal
credit
rating Performing Underperforming
Non-
performing
Write
off
Issuers for which there is a
and a provision matrix has been set up using the amount of bad debt incurred over the carrying value of the trade receivables per
ageing brackets at each financial year end.
The C
ompany’s credit risk exposure in relation to trade receivables is set out in the provision matrix as follows:
Past
due
Issuers have a low
risk of default and
significant increase in credit
risk, as significant in credit
Interest and/or principal
repayments are 120
£m Current 1–30 days 31–60 days
61–90 days
91–
120
days
>120
days
Total
of expected
credit loss
e.
Liquidity
risk
12-month expected
credit losses
Lifetime expected
credit losses
Lifetime expected
credit losses Asset is written off
Past
due
91–
120
The table below analyses non-derivative financial liabilities of the Company into relevant maturity groupings based on the
remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are
the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of
discounting is not significant.
Less
than
£m
1
year
Between
1 and 2
years
Between
2 and 5
years
Over
5
years Total
The Company monitors the credit risk of counterparties based on the past due information to assess if there is any significant
increase in credit risk. Subsidiaries to which loans have been provided have made interest payments on a timely basis and are
considered to have low risk of default. The loan balance of £6.7m (2024: £7.2m) is measured on 12-month expected credit losses.
The credit loss is immaterial.
The Company assessed the credit risk of each intercompany loan by considering the terms of the loans, whether the loan is past
due, borrower’s cash position, revenue, profit before tax and net assets. Based on these, it was concluded that the credit risk is low
and hence, the Company computes the expected credit loss on a 12-month basis instead of a lifetime approach.
£m
Less
than
1
year
Between
1 and 2
years
Between
2 and 5
years
Over
5
years
Total
At
31 December 2024
Trade and other payables
51.2
–
–
–
51.2
Lease liabilities
0.5
0.6
1.6
1.2
3.9
Total
51.7
0.6
1.6
1.2
55.1
The Company manages the liquidity risk by maintaining sufficient cash and bank facilities to enable it to meet its normal
operating commitments.
At 31 December 2025
Expected loss rate
0%
0%
0%
0%
0%
0%
Trade receivables
5.4
3.7
3.0
2.8
3.3
2.4
20.6
Loss allowance
–
–
–
–
–
–
–
At 31 December 2025
Trade
and other payables
Lease liabilities
37.0
0.4
–
0.4
–
1.4
–
0.6
37.0
2.8
Total
37.4
0.4
1.4
0.6
39.8
£m
Current
1–30
days
31–60
days
61–90
days
days
>120
days
Total
At 31 December 2024
Expected loss rate
0%
0%
0%
0%
0%
0%
Trade receivables
2.5
3.4
2.5
2.1
2.5
2.0
15.0
Loss allowance
–
–
–
–
–
–
–
Definition of
a strong capacity to
meet contractual
risk is presumed if interest
and/or principal repayment
Interest and/or
principal payments
days past due and
there is no reasonable
category
cash flows
are 30 days past due are 90 days past due expectation of recovery
Basis of recognition
222
223
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET
CONTINUED
AS AT 31 DECEMBER 2025
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
FIVE-YEAR REVIEW CONSOLIDATED
INFORMATION
49.
Financial
risk
management
continued
f.
Financial
instruments
by
category
The
carrying amount of the different categories of financial instruments is as follows:
£’m
2025
2024
Financial assets, at amortised cost
112.2
105.4
Financial liabilities, at amortised cost
(39.9)
(54.7)
g.
Offsetting
financial
assets
and
financial
liabilities
The Company has no financial instruments subject to enforceable master netting arrangements.
2025
2024
2023
2022
2021
£m
£m
£m
£m
£m
Results
Revenue
230.1
247.3
316.4
290.4
240.3
Adjusted
Operating
Profit
17.3
25.1
38.1
42.9
45.1
Operating
profit
0.7
3.6
24.5
(24.1)
29.7
(Loss)/profit
before
tax
(7.3)
(7.7)
11.2
(30.2)
28.4
Assets
employed
Non-current assets
242.8
255.5
254.3
255.1
150.5
Current assets
180.9
160.7
192.0
226.6
121.7
Current liabilities
(114.0)
(97.9)
(100.0)
(106.2)
(49.0)
Non-current liabilities
(137.1)
(172.4)
(191.0)
(236.0)
(50.8)
Net
assets
172.6
145.9
155.3
139.5
172.4
Financed
by
Equity
172.1
145.3
154.6
138.6
171.5
Non-controlling interests
0.5
0.6
0.7
0.9
0.9
172.6
145.9
155.3
139.5
172.4
Key
statistics
(pence)
(Loss)/earnings per share
(42.0)
(40.5)
(45.4)
(102.0)
115.8
Adjusted Earnings Per Share
22.5
43.0
81.9
160.6
179.4
Diluted (loss)/earnings per share
(42.0)
(40.4)
(45.3)
(101.6)
113.8
Diluted Adjusted Earnings Per Share
22.5
42.9
81.8
160.1
176.3
Share
price
in
the year
(pence)
High
1,314.0
1,720.0
2,680.0
5,250.0
5,700.0
Low
621.0
968.0
776.0
1,464.0
4,630.0
Dividends
per
share
(pence)
–
–
18.0
94.0
94.0
224
XP
Power Annual
Report
&
Accounts
for the year ended 31 December 2025
ADVISERS
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIALS
Company
Brokers
Investec
30 Gresham Street
London
EC2V
7QP
United Kingdom
Solicitors
Eversheds Sutherland
1 Wood Street
London
EC2V 7WS
United Kingdom
Registrars
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds, LS1 4DL
United Kingdom
Company
Secretary
CACS Corporate Advisory Pte. Ltd.
36 Robinson Road
City House
#11-01
Singapore 068877
Auditors
PricewaterhouseCoopers LLP
7 Straits View
Marina One, East Tower, Level 12
Singapore 018936
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
XP POWER LIMITED
19 Tai Seng Avenue, #07-01, Singapore 534054
T: +65 6411 6900