Annual Report and Accounts 2025

Delivering with

pace and passion

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Financial Statements

Strategic Report

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

C

PERSONAL GROUP IS A

WORKFORCE BENEFITS AND

HEALTH INSURANCE PROVIDER

Focused on improving employee health,

wellbeing and engagement.

“2025 has been a strong year of execution,

building on the foundations put in place

during 2024. The management team

has delivered across every dimension

– customer acquisition, customer

penetration and strong operational and

financial discipline.”

Martin Bennett

Non-Executive Chair

WHAT’S INSIDE

Page 8

How we are going to achieve

our ambitions

Overview

02

2025 Highlights

03

Why invest in Personal Group

04

Our Business Model

07

Our Ambition

08

How we are going to achieve

our Ambitions

Governance

37

Corporate Governance

41

Board of Directors

43

Senior Leadership Team

44

Risk and Compliance Committee

Report

45

Audit Committee Report

48

Remuneration Committee Report

54

Nominations Committee Report

56

Directors’ Report

57

Statement of Directors’

Responsibilities

58

Independent Auditor’s Report

Strategic Report

10

Chair’s Statement

12

Market Overview

16

Group Chief Executive’s

Statement

20

Our Strategic progress and

priorities

22

Key Performance Indicators

24

Chief Financial Officer’s

Statement

28

Risk Management

30

Environmental, Social and

Governance

34

Section 172 Statement

Financial Statements

66

Consolidated Income Statement

68

Consolidated Balance Sheet

70

Company Balance Sheet

71

Consolidated Statement of

Changes in Equity

72

Company Statement of Changes

in Equity

73

Consolidated Cash Flow

Statement

75

Company Cash Flow Statement

76

Notes to the Financial Statements

107

Company Information

Page 7

Our Ambition

Page 30

Environment, Social

and Governance

Page 22

Key Performance

Indicators

For the latest Investor relations:

www.personalgroup.com/investors

01

Financial Statements

Overview

Strategic Report

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

2025 Highlights

STRONG PERFORMANCE

On track with our ambitions.

Financial

Group Revenue

£48.4m

(2024*: £43.8m)

Basic EPS

23.3p

(2024*: 17.7p)

Adjusted EBITDA

£12.1m

(2024*: £10.0m)

Dividend Per Share

23.3p

(2024: 16.5p)

Profit before tax

£8.4m

(2024*: £6.8m)

Cash & Deposits

£29.0m

(2024: £27.4m)

Non-financial

No. of Insurance Payers

103,508

(2024: 100,823)

Total Client Number

5,108

(2024: 4,834)

*

Restated to reflect continuing operations following the disposal of Let’s Connect in July 2024.

Operational

Record year for new

insurance sales

Another record-breaking year with

£15.4m in new insurance sales

(2024: £13.9m), continuing strong

growth momentum

Growth in recurring revenues

to £48.6m (2024: £43.4m), still

representing more than 90% of

total revenue in 2025.

Signed 3 year deal with Sage

partnership secured in Q1,

providing long-term stability

and contracted lead generation

targets.

Launch of Pathfinder

(new SaaS product)

launched by Innecto following

successful development and roll

out, with first sales secured in

early 2026.

Access to 50k new available ee’s

Expansion of available employees

to 402k, broadening market reach

and growth potential.

Insurance yoy retention

Retention remains strong at 81.7%

year-on-year, reflecting sustained

customer value and loyalty.

EB Now

New EB Now platform partnership

signed, strengthening our partner

proposition and streamlining

rollout capabilities.

Trials of digital/GCP

Digital insurance trials to unlock

new audiences, insights and

opportunities to refine our

go-to-market approach.

Why invest in Personal Group

A PURPOSE-LED AND PROFITABLE BUSINESS, WITH THE

RIGHT OFFERING AND STRATEGY FOR TODAY’S WORLD

Large addressable

market

•

Employers face unprecedented

pressures from sickness absence,

retention and cost-of-living

challenges, driving sustained

demand for employee protection,

benefits and engagement solutions.

•

Budget constrains mean HR teams

are unable to offer expensive

insurance solutions, creating

demand for simpler, lower-cost

alternatives.

•

Significant under-penetration

of insurance and benefits across

the UK’s 10.5 million deskless and

frontline employees, providing a

long runway for growth

Highly relevant

offering

•

Our simple, affordable cash

plans provide financial support

for employees while remaining

accessible for employers with

limited budgets.

•

Hapi is an award winning benefits

platform designed for today’s

workforce, including deskless and

frontline employees, supporting

engagement and visibility.

•

Our offerings are easy to

understand and deliver strong

customer outcomes, reflected

in our sales conversion ratios and

high retention rates.

Differentiated model

with defensible

competitive moat

•

We are the only provider delivering

insurance through a face-to-face

sales model, providing a compelling

differentiating factor.

•

Trusted by blue chip business such

as Royal Mail and DHL to be their

representatives on the ground with

employees.

•

Well-known, widely liked brand,

providing a fantastic basis on which

to grow our customer base.

Strong financial

position

•

Highly cash-generative, profitable

and debt-free balance sheet

provides resilience and flexibility.

•

Recurring revenue streams

continue to grow across both

Insurance, Benefits and Pay &

Reward, providing good visibility

for the year ahead.

•

Enhanced dividend policy reflects

confidence in cash generation,

and the ability to further invest

in the business and explore

M&A opportunities.

Long-term ambition

with clear execution

roadmap

•

We have the building blocks to

deliver our 2030 ambitions: >£100m

revenue, £30m EBITDA and >£20m

SaaS ARR.

•

We have four clear strategic

priorities which build on our

simplified and strengthened

business model: adoption,

expansion, partnering & innovation.

•

Successful delivery is evidenced

by our continued growth across

revenues, profitability and

recurring revenue.

UK addressable

employee market

10.5m

Insurance Retention

Rate

81.7%

(2024: 81.8%)

Group Annual Recurring

Revenue (ARR)

£48.6m

(2024: £43.4m)

Cash generated from

operations

£9.9m

(2024: £11.4m)

Employees available for F2F

insurance presentations

402,000

(2024: 398,000)

See our Market Overview | 

Page 12

See our CEO Statement | 

Page 16

See our Strategy | 

Page 8

See our CFO Statement | 

Page 24

See our Ambition | 

Page 7

Financial Statements

Strategic Report

Governance

Personal Group Holdings Plc

Delivered to employers directly

and through channel partners

Hapi

Hapi is our technology platform that

powers growth through enhanced

connectivity, engagement, health

and wellbeing.

Sage Employee Benefits

Our tailored engagement product

designed for the SME market.

What we do

Our Business Model

Personal Group provides benefits and insurance services focused on improving employee health, wellbeing and engagement.

Our vision is to be the champion of affordable benefits, keeping businesses and their employees happy, healthy and protected.

HELPING EMPLOYEES THRIVE

IN WORK AND IN LIFE

On weekly or monthly

rolling contracts

Insurance

Hospital plan, recovery plan, and death

benefit policies, underwritten by

Group subsidiaries.

Our easy to understand, affordable

plans are secured for the lifetime of

the policy, providing peace of mind for

diverse workforces from across society.

Annualised Premium Income

£40.5m

(2024: £36.0m)

Benefit Platform ARR

£7.3m

(2024: £6.7m)

Pay & Reward ARR

£0.81m

(2024: £0.71m)

Consultancy and

software solutions

Innecto

We offer strategic consultancy on pay

and reward and a suite of cloud-based

SaaS solutions and surveys.

Clients can tailor their solution with

our experts to help them define and

implement fair, consistent reward

programmes that align to their business

strategy and workforce.

Read about Bulgari (Case Study)

| 

Read about what our clients say

| 

Read about GS Yuasa Battery

Europe (Case Study) |

See how we create value for our

stakeholders |

CREATING SHARED VALUE FOR

ALL OUR STAKEHOLDERS

The value we create

Customers

We enable organisations to stand out

as an employer of choice, retaining and

rewarding their workforce

Insurance customer numbers

increased to

103,508

Total clients increased to

4,989

Colleagues

We are a business focused on people,

starting with our own. We foster strong

teams and invest in continuous training

and development, as well as provide

best-in-class employee benefits

Employee engagement score of

80%

Society

The simplicity and low cost of our

insurance offerings mean they are

affordable for all workers, providing

vital financial protection, which is

so important in these challenging

economic times.

Our benefits offering helps employees

cope with the cost of living crisis and

feel recognised and rewarded in the

workplace.

Donated to charitable causes since

Personal Assurance Charitable

Trust (PACT) was founded in 1993

>£2m

Read more about how we contribute to

a better society and planet in |

Page 30

Shareholders

We are a profitable business delivering

double digit revenue growth, and

we have a clear strategy in place to

drive further growth and increase

shareholder returns.

Dividend increase

41%

EBITDA up

22%

Revenue up

11%

Read more in our Financial review

|

Page 24

05

Financial Statements

Strategic Report

Governance

Business Awards Won

Our commitment to delivering

exceptional customer service,

upholding consumer duty, and

investing in technology with Hapi is

yielding positive results, as evidenced

by our recent award successes.

What our clients say

REAL STORIES. REAL IMPACT.

Success Through Our Clients’ Eyes

For more about us, see:

www.personalgroup.com/about-us

“

I recently had the pleasure of speaking

with Lauren from Personal Group, and I just

wanted to say how impressed I was with

her service. She was friendly, patient, and

explained everything clearly, making the

whole process easy to understand. Lauren

took the time to answer all my questions

and made sure I felt confident with the

policy I was getting. Her professionalism

and approachable attitude really stood out,

and I truly appreciate her support.”

“

They have never failed in their promises

when it comes to the service of their

customers. I've been with Personal Group

for over 5 years. It was one of the best

decisions I've made. They've always paid in

my claims. It's a win-win all round”

“

I’ve been a customer now for almost 4

years. I had spoken to Nick, and he was

very well spoken and informative of

all plans available, including the new

Recovery Plan which wasn’t available

last time I was spoken to. I have made

several successful claims throughout

the years, and it’s nice to know both

myself and my partner are covered”

“

Sadly, I was diagnosed with cancer and

in and out of hospital, every time I have

either spoken or emailed the company,

they are always polite, helpful and

speedy in response.

I realised I did not have life insurance on

the policy and was able to take this out

with a pre-existing illness.”

06

Financial Statements

Strategic Report

Governance

Our Ambition

CLARITY OF AMBITION

How we will achieve our 2030 Aspirations

>£100m

Revenues

>£30m

EBITDA

>£20m

SaaS ARR

•

Double our client base

•

10

additional partnerships

•

8,000 leads

per annum

across partners

Benefits & Reward

Read more about benefits & reward | 

Page 21

Discover more about our model | 

Page 8

Insurance

Read more about insurance | 

Page 20

• Access to

300k new employees

• Premium income

>£70m

•

10% of EBITDA

from new

insurance products and channels

See how we are going to get there |

Next page

How we are going to achieve our ambitions

INSURANCE

Growing to >£70m revenue

2025: £36m revenue

2030: >£70m revenue

We see Adoption across our existing base and the Expansion into new customers as the key drivers

of growth for Insurance, particularly in the short to medium term. Innovation and Partners provide

additional layers of growth in the future years,

as levers to further adoption and expansion.

2025 Insurance revenue

Further Adoption with our customers

Expansion into new customers (Direct & Partners)

Innovation: new Insurance offerings

2024 Insurance revenue

Adoption in 2025

Adoption

Expansion

Partnering

Innovation

Activity

Continued growth of our

existing book of business,

in line with our historic

growth rates

Activity

Winning an increased

level of new customers

through improved

commercial focus

Activity

Securing new partnerships

with other benefit providers

or insurers to accelerate

expansion through access

to a larger available

employee base that we

would have otherwise

pursued through direct

B2B channels

Activity

Launching new insurance

offers and a digital

sales channel

Aim

Growth in insurance

revenue of c.10% per annum

Aim

Access to additional 300k

employees for face-to-

face engagement

Aim

Sign 1-2 new partners

a year

Aim

Launch new products from

2026 onwards

2024 ARR

Adoption in 2025

2025 ARR

Adoption/Expansion, including with Sage

New Benefits Partners

Innovation - Innecto Digital offerings

For more information, please visit our Strategic Progress pages. |

Page 20

BENEFITS & REWARDS

Growing to >£20m ARR

2025: £7.9m ARR

2030:

>£20m ARR

We believe Partnerships, both Expanding with our existing partner, Sage, and new

partners, will provide the greatest avenue for growth, taking our Benefits platform into

new market segments.

Adoption

Expansion

Partnering

Innovation

Activity

Activity

Activity

Activity

Aim

Aim

Aim

Aim

“The successes and

operational vigour

of the past year have

given us more scope

to grow than ever

before.”

Martin Bennett

Non-Executive Chair

Chair’s Statement

A MOTIVATED TEAM, EXECUTING AT PACE

AND DELIVERING ON OUR OPPORTUNITY

Delivering growth in recurring revenues and providing

clear visibility into 2026 and beyond.

2025 has been a strong year of execution,

building on the foundations put in place

during 2024. The management team

has delivered across every dimension

– customer acquisition, customer

penetration, retention, and strong

operational and financial discipline – and

the resulting substantial increases in

customer satisfaction, profitability and

cash generation are extremely pleasing.

Relevance of offerings

against a backdrop of

increased financial pressure

The relevance of, and demand for, Personal

Group’s offerings remain strong due to

the clear value provided to employees

with otherwise limited benefits and

protections. This is reflected in the Group’s

high retention rates at both partner and

customer level, providing the Group with a

long runway of growth ahead.

Strategic execution delivering

strong financial performance

The team’s relentless focus on the

execution of the growth strategy has

resulted in excellent progress in all financial

and operational KPIs. Revenue grew 11% to

£48.4m (2024: £43.8m), adjusted EBITDA

was up 22% to £12.1m (2024: £10.0m) and

our balance sheet remains robust, with a

cash position of £29.0m at 31 December

2025 (2024: £27.4m) and no debt. The Group

continues to build its recurring revenues

across all business lines, with over 90% of

reported revenue for 2025 deriving from

the recurring revenue sources of insurance

and SaaS subscriptions, providing clear

visibility into FY 2026 and beyond.

Cash and deposits

£29.0m

Dividend per share

23.3p

Group Revenue

£48.4m

Financial Statements

Governance

Overview

Strong and passionate team

The Group continues to benefit from an experienced

leadership team, strengthened in the year through key

hires across sales and delivery. As the scale and ambition

of the business increase, we have remained focused

on ensuring the team has the experience and capacity

required to execute the strategy effectively and support

sustainable growth.

Reinforced governance

I am particularly pleased to have strengthened our Board

across a number of areas.

Earlier in the year, we were pleased to welcome Rachel

Webb to the Board as Non-Executive Director and as

Chair of the Audit and Risk Committees, bringing with

her over 20 years’ of experience in financial services.

Rachel has brought a strong commercial focus to the

Board as well as a thorough refresh of our audit and risk

governance. In addition, Ciaran Astin assumed the position

of Remuneration Chair in late H2, bringing strong discipline

and critical thinking to our Executive remuneration plans

as we continue to ensure a motivating trajectory aligned

with our shareholder delivery plans. Subsequently,

Maria Darby Walker assumed a dedicated role as Senior

Independent Director, increasing our governance rigour.

As announced in December 2025, Sarah Mace, CFO, will

step down from the Board at the time of the Company’s

Annual General Meeting in May 2026, after 12 years at

Personal Group. On behalf of the Board, I would like to

thank Sarah for her considerable contribution to Personal

Group during her tenure, successfully steering the business

through the challenges of the pandemic and leaving it on a

strong financial footing. Sarah has also been instrumental

in working alongside Paula to implement and execute

the refined strategy, placing the Group on a strong

growth trajectory.

We look forward to welcoming Matthew Cohen to the

Group as CFO, joining from the end of H1 FY 2026. Matthew

will bring to the role significant insurance experience

and depth of knowledge, and the Board is confident that

Matthew will help the team drive growth and deliver on its

ambitions.

ESG

Our ESG strategy is closely aligned to our purpose: to

improve people’s health, happiness and financial wellbeing,

and we operate with a clear, and crucially, shared

responsibility. We met all targets set for our ESG initiatives

in 2025, across energy consumption, DEI, volunteering

and governance, testament to the commitment and

enthusiasm across the organisation.

Dividend

As announced in our FY25 Interim Results in September

2025, the Group continues to grow strongly whilst

generating significant cash to augment a very strong

balance sheet. In light of this, the Board reviewed the

dividend policy at that time and concluded that given the

continued confidence in the Group’s business model and

prospects, it is appropriate to amend the dividend policy

to enhance returns to shareholders. For FY25 and going

forward, the Group intends to pay dividends equivalent to

approximately one times basic earnings per share for the

full year, confident that dividends will continue to grow in

line with increased earnings.

As a result, I am pleased to announce that the Board has

recommended a final ordinary dividend of 15.1 pence per

share which will be paid on 12 May 2026 to members on

the register as at 7 April 2026 (the record date). Shares

will be marked ex-dividend on 2 April 2026. This makes a

total ordinary dividend for 2025 of 23.3 pence per share,

representing an increase of 41% year-on-year (2024: 16.5p).

Outlook

The successes and operational vigour of the past year have

given us more scope to grow than ever before, providing

the opportunity for further momentum. The strength of

the Group’s balance sheet, power of its offerings, growth

of its recurring revenue streams, ongoing cash generation

and depth of its senior leadership team provide the Board

with confidence in continued progress in the year ahead.

For and on behalf of the board,

Martin Bennett

Non-Executive Chair

24 March 2026

11

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

•

At Board and executive level,

organisations

face increasing pressure around pay governance,

transparency, workforce structure and

productivity.

•

At HR level,

teams are required to deliver

engagement, wellbeing and compliance

outcomes with constrained budgets and limited

operational capacity.

•

At employee level,

illness, absence and income

disruption have become more financially and

emotionally disruptive.

Market Overview

OUR MARKETS AND

CURRENT POSITIONING

Personal Group operates at the intersection of workplace insurance,

employee benefits and workforce engagement, with a clear strategic

focus on UK blue-collar and lower-paid workforces, and the SME and

mid-market employers who employ them.

The Group’s proposition is deliberately structured

to address workforce challenges from Board level

through to the individual employee:

Insurance:

Direct-to-employee workplace protection products

addressing income shock, illness and recovery, primarily

through PG Protect.

Personal Group addresses these challenges

through three complementary areas:

Benefits:

Employer-sponsored and white-labelled benefits

platforms supporting engagement, wellbeing and

communication through Hapi.

Reward & workforce structure:

Digital-first reward, pay and job architecture solutions

delivered by Innecto, supporting governance, transparency

and workforce change.

Across insurance and benefits, products are

typically employee-funded, with employer

endorsement acting as a critical trust,

access and engagement mechanism.

A key differentiator is the Group's face-to-

face distribution capability, which supports

understanding, trust and take-up among

employees who are often financially

under-confident or digitally excluded. This

is increasingly complemented by a growing

partnership and digital engagement and

distribution layer, extending reach beyond

physical visits.

Personal Group currently serves 100,000+

policyholders and c5,000 clients, achieving

meaningful penetration within a focused,

expandable segment of the UK workplace

protection market.

12

Financial Statements

Governance

Personal Group Holdings Plc

Overview

The UK workplace insurance and benefits

market represents a substantial, under-

penetrated opportunity for Personal

Group, particularly within blue-collar,

hourly-paid, and SME segments.

Demand for reward and workforce tools is growing

at double-digit rates as organisations respond to

pay transparency, AI-driven role change and rising

governance expectations. This favours providers

that combine advisory credibility with embedded,

day-to-day digital tools, positioning Innecto as

a long-term partner for modern HR and reward

leaders rather than a one-off consultancy.

Alongside this, workplace financial protection

remains limited outside white-collar sectors.

While death-in-service cover is relatively

widespread, short-term income shock protection,

such as hospital, recovery and absence-related

cash benefits, remains rare, despite being more

relevant to lower-income and hourly-paid workers.

Personal Group’s growth opportunity is

supported by:

•

Significant headroom within existing employers,

with hundreds of thousands of employees already

accessible through current relationships who do

not currently hold insurance.

•

Under-penetration across similar employers

and sectors,

where the core workforce need

is well-established and recurring.

•

Cross-Group expansion of access and relevance,

as Innecto establishes strategic HR credibility,

Hapi embeds benefits at scale and via white-

label partnerships, and PG Protect converts that

access into insurance and protection uptake

through face-to-face, digital and partner and

intermediary channels.

Within its target SME and blue-collar segments,

Personal Group currently captures a small but

meaningful share of the addressable market, with

a clear runway for growth driven by penetration,

access and channel extension rather than changes

in underlying customer need.

Market Share Opportunity:

Total Clients served

c.5,000

Policyholders served

100,000+

13

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

1

These six drivers reflect a widening gap between workforce need and employer capacity, a gap that Personal Group is structurally designed to address

2

Pay transparency is unavoidable

EU-driven standards, global operating models,

and rising employee expectations are increasing

transparency and litigation risk, even in the absence of a

dedicated UK pay transparency law.

3

Impact

•

Low engagement and rising stress reduce day-to-day

performance even where headcount remains stable,

creating a persistent productivity drag.

•

Mental ill health is now the leading cause of long-

term sickness absence, increasing lost output and

management time.

•

Employers are reallocating spend towards

engagement, wellbeing and benefits infrastructure

that can demonstrate impact on attendance

and performance.

Sources: Gallup, CIPD, Technavio

Market drivers and responses

Our approach

•

Innecto helps organisations build dynamic job

architecture, levelling and progression frameworks, so

reward structures evolve alongside changing work.

•

Our proprietary digital tools, with embedded AI, provide

scalable, governed infrastructure to manage ongoing

role and pay change at pace.

Our approach

•

Innecto provides legally robust, proprietary reward

frameworks that can be clearly explained and defended

under scrutiny from employees, boards and regulators.

•

Our AI-enabled digital tools support consistent,

auditable pay decisions at scale, enabling transparency

without adding administrative or governance

overhead.

Our approach

•

Hapi provides a single employee experience that

improves awareness, activation and use of benefits,

alongside communication, reward and recognition

features.

•

We partner with trusted providers to deliver wellbeing

and salary-sacrifice services, supported by Employee

Engagement Executives who met with

over 160,000

employees in 2025.

Fast-changing world of work

The acceleration of AI, automation, and geopolitical shifts

is fundamentally altering the content of jobs and their

skill requirements. This evolution is rendering legacy job

architectures and evaluation frameworks obsolete.

Impact

•

Rapid changes in roles and skills mean traditional job

families, grading structures and pay models are becoming

outdated faster than many organisations can refresh

them.

•

As roles evolve, misalignment between work, reward and

progression increases exposure to inequity risk, employee

challenge and attrition.

•

Sustained demand for scalable job architecture,

evaluation and reward infrastructure, with compensation

and job evaluation software markets growing at double-

digit rates.

Sources: World Economic Forum, Technavio, Market Research Intellect

Impact

•

The EU Pay Transparency Directive, rolling out from 2026,

introduces precise requirements around salary ranges,

pay reporting and employee information rights, requiring

multinational employers, including UK-based firms, to

adopt objective and auditable reward practices.

•

Employee expectations for visibility and fairness are

rising faster than employer readiness, increasing the

risk of challenge where pay frameworks are opaque

or inconsistent.

•

This gap between expectations, regulation and capability

underpins sustained, multi-year investment in reward

governance, analytics and communication infrastructure.

Sources: Aon, Mercer, Deloitte

Productivity under pressure

Disengagement, stress and poor wellbeing are

suppressing productivity through presenteeism and

reduced output.

Market Overview

continued

| Annual Report and Accounts 2025

Strategic Report

4

5

Healthcare access is

constrained

NHS waiting times and rising healthcare utilisation are

reshaping employer approaches to health benefits.

6

Impact

•

More than one in three UK households lacks £500

in savings to withstand a financial shock or drop

in income.

•

Financial stress during illness can delay recovery

and increase anxiety, reinforcing the need for

simple, accessible income-shock protection

within the workplace.

Sources: ONS, FCA

Our approach

•

Our benefits and protection propositions support

earlier intervention and recovery, particularly in

frontline and operational workforces, through services

such as EAPs, Online GP access and group cash plans.

•

PG Protect’s employee-funded insurance helps relieve

the financial pressure that can prolong absence,

supporting recovery and return to work without

increasing employer sick-pay exposure.

Our approach

•

PG Protect provides simple, affordable health-linked

cash and recovery products. Employee-paid cash plans

remove PMI cost pressure from employer budgets

while delivering tangible support to employees.

•

Our Employee Engagement Executives provide clear,

in-person explanations of policies and benefits,

reflected in a 4.9 Trustpilot rating (January 2026).

Our approach

•

PG Protect delivers employee-funded, employer-

endorsed protection that helps workers manage

income disruption linked to health events.

• In 2025,

98% of claims were assessed within 48 hours,

reinforcing trust and relevance at the point

of need.

Absence rates escalating

Stress, mental ill health and long-term conditions

are driving higher absence, while traditional absence

mechanisms remain blunt and slow to support

recovery.

Impact

•

UK sickness absence is at its highest level in 15 years,

resulting in millions of lost working days annually.

•

Each day of absence costs employers an estimated

£120 in lost productivity, making absence a material

operating cost rather than a marginal HR issue.

•

The existing Statutory Sick Pay and fit note processes

exacerbate absence by providing inadequate financial

support during recovery and often result in binary

“not fit for work” assessments that hinder proactive

workplace interventions, as outlined in the ‘Keep

Britain Working’ report.

Sources: Keep Britain Working, CIPD

Impact

•

Persistent capacity constraints mean employees are

waiting longer for diagnosis and treatment, increasing

time away from work.

•

At the same time, rising healthcare utilisation and costs

are making traditional private medical insurance less

attractive for many employers.

•

This is increasing demand for lower-cost, more flexible

health solutions that employees can access and

understand.

Sources: The King’s Fund, Research and Markets

Financial resilience weakened

A significant proportion of UK households lack

financial resilience, making even short periods of

sickness financially disruptive.

15

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

“I am excited by

the significant

opportunity we see

to expand our reach

to serve more of the

UK workforce.”

Paula Constant

Chief Executive

Group Chief Executive’s Statement

DELIVERING WITH

PACE AND PASSION

2025 was another strong year for our insurance division.

I am thrilled to report on a brilliant year

of progress for Personal Group, which

has seen the team execute with pace and

passion, resulting in double-digit growth,

continued strong retention levels of

80%+, adjusted EBITDA ahead of market

expectations, and considerable growth in

our addressable customer base.

At Personal Group we are proud to deliver

products that are genuinely meaningful

against a backdrop of increasing financial

pressure. Affordable, simple to understand

and providing significant cover, our

insurance products and benefits platform

help employers protect their employees,

reduce absences and create workplaces

where people feel supported, valued

and secure. In the current economic

environment, with increasing cost-of

living pressures, continued high levels of

workforce illness and a growing struggle

for employers to attract and retain their

workforce, our products and services are

more relevant than ever.

It is a privilege to lead a business with

this degree of purpose, and I am excited

by the significant opportunity we see to

expand our reach to serve more of the UK

workforce beyond the 1+ million employees

we support today.

Operational Review

Affordable Insurance

2025 was another strong year for our

Insurance division, driven by our unique

face-to-face sales model, increased

operational grip and growing relevance

of our offerings. As a result, the

Group delivered another record sales

performance, with new annualised

insurance sales up 11% to £15.4m, and API

up 12% to £40.5m, supported by strong

retention of over 80%.

Adoption

Our efforts to improve operational grip

continue to increase the penetration of

our existing customer base. In particular,

the sales team has been focused on

further penetrating our top 100 sites

through increased field force efficiency,

SaaS annual recurring revenue

Insurance client penetration

Annualised new business

premium

improved time-to-competence across

every competency level in our workforce

and continued focus on effective planning

of field force visits. As a result, we reached

penetration levels of 20%+ in our top 100

sites and an overall improved penetration

rate of 14.5% as at 31 December 2025 (31

December 2024: 13.0%). Policies sold are

up 6.8% year-on-year; enrolments (new

customers signed) are up 8%, and the

average value of our policy sales per person

per day has increased by 7%.

We have continued to invest effort in

improving the customer experience,

once again achieving a Trustpilot score

of 4.9 (out of 5), which we believe to be

outstanding in our industry. In addition,

claims processes have improved

throughout the year, with the business

processing more than 98% of claims

within 48 hours in Q4. We expect this

standard to be maintained going forward.

We have retained excellent compliance

standards in the field, retaining scores

of 97%+, in addition to improving early

life cancellations with enhanced data

and insight. All customer service metrics

pertaining to resolving and answering

queries have improved year on year and

our continued spotlight on vulnerable

customer treatment has been recognised

through our win of the Customer Focus

(SME) award at the Institute of Customer

Service awards in March 2026.

Expansion

An increased focus on winning new

insurance clients added over 50,000 new

employees to our addressable customer

base at the end of the year, providing a

significant opportunity for further growth

in the year ahead. This is a result of the

success of our reinvigorated go-to-market

initiatives, including the introduction of a

more rigorous process for targeting clients

and progressing leads, particularly in the

food distribution and logistics sectors.

Notable wins include Avery, Securitas and

Harbour Healthcare.

Innovation

New Digital Insurance offerings have the

potential to accelerate growth further in

the year ahead, expanding our portfolio,

increasing our routes to market, and adding

to our recurring revenue stream. We are

pleased to have started the testing of our

new digital insurance propositions for

hospital cover and death plan, which have

proved out various test cases. We plan

to test these digital offerings across our

wider base in 2026. We have also finalised

the development of our Group Cash plan

offerings, which we intend to test on our

direct base as well as through partnership.

Unified strategy and clear ambition position

the Group for scalable growth to 2030.

Go online to see further case studies:

www.personalgroup.com/casestudies

Pathfinder: The career SatNav that makes progress visible

Pathfinder is Innecto’s first employee

facing solution, marking a shift into

scalable, enterprise ready SaaS. This

plug-and-play SaaS platform, powered

by proprietary AI, delivers personalised

career options and will accelerate new

customer acquisition and scale through

partner sales channels.

Pathfinder addresses the growing

challenges of employee retention and

internal mobility, making the career

journey transparent, skills-based

and understood by all employees,

whilst supporting increased

regulatory requirements.

We will start with early adoption

within our Evaluate client base, where

Pathfinder acts as a natural digital

extension of their established job

architecture and provides a seamless

upgrade, capturing the substantial

opportunity within our existing

customer base.

We will then scale through strategic

partnerships, extending our reach both

in the UK and internationally in priority

growth segments.

17

Financial Statements

Governance

Personal Group Holdings Plc

Overview

Partnering

We are progressing a number of interesting

Insurance partnerships, including the

provision of face-to-face and digital

employee-paid cash plans.

In March 2025, we were pleased to

announce the tender award of both

employee and employer-paid services

which we will provide to a significant

employee benefits provider. In our FY25

Interim Results in September 2025,

we confirmed an additional contract

with Sante to supplement its insurance

offerings with our own digital and face-

to-face employee-paid insurance options.

Initial referrals from these partners are

now starting to come through.

These partnerships provide accelerated

access to clients and employees that we

would otherwise pursue through individual

direct B2B sales channels.

Benefits & Rewards

The Group’s digital benefits platform,

comprising Hapi and SEB, saw continued

uptake, resulting in ARR growth to £7.3m

(2024: £6.7m). Importantly, we renewed

and expanded our multi-year partnership

with Sage, providing a long-term growth

platform, which saw us launch our

proposition into Ireland in Q2. Innecto,

our Rewards consultancy, also delivered a

suitably strong performance, driven by new

contract wins and the introduction of the

Pathfinder SaaS platform, contributing to

digital ARR growth of 14% and in excess of

80 live digital platforms to date.

Adoption

Post completion of the migration of our

clients to Hapi 2.0 our Net Retention Rate

(NRR) increased to 93.6% (2024: 91.0%)

and we have seen an increased uptake

of benefits, resulting in a 23% increase

in monetisation from commission on

the third-party products that sit on the

platform. Alongside that our Trustpilot

score for Hapi has increased to 4.4 (2024:

4.3) evidencing the quality of our offerings.

Expansion

Hapi’s steady performance in the year

resulting in ARR of £2.71m as at 31

December 2025 was underpinned by

30 new Benefits clients won in 2025,

an increase of 11% on the previous year.

Notable new client wins for Hapi include

University of St Andrews, Rehability UK and

Hampshire Trust Bank.

The new contract for Sage Employee

Benefits (SEB) commits to expanding the

volume of clients across additional UK

customer segments in addition to new

geographies and with additional products

and services including digital insurance and

in July 25 we entered our first new territory

of Ireland. We were also excited to launch

our first new partner, EB now, in Q3, with 15

clients already live on the platform.

The Group’s Pay & Reward division enjoyed

impressive new wins, including De Beers,

FSCS and B&Q. We secured c. 200 project

wins, including 36 new clients and 17 new

digital platform sales.

Go online to see further case studies:

www.personalgroup.com/casestudies

Empowering SMEs with Hapi: A Scalable White-Label

Benefits Solution

Personal Group partnered with EB Now

to bring meaningful, accessible benefits

to SMEs, a market often underserved,

while giving EB Now a standout offering

to strengthen client relationships and

drive growth. SMEs, which make up

99.9% of UK businesses, face rising

employment costs and struggle to

attract and retain talent, with limited

benefits contributing to turnover and

lower engagement. EB Now needed a

simple, high-impact solution that could

be delivered quickly, sustainably, and

at scale, creating a predictable revenue

stream without heavy investment in

technology, operations, or compliance.

Personal Group’s Hapi platform

combines everyday savings, wellbeing

support, and employee recognition

in a single, intuitive experience with

straightforward per-employee pricing.

Full end-to-end management allowed

EB Now to launch a white-label solution

while focusing on clients and growth.

“ Thanks to Personal Group’s end-to-end

support, we were able to hit the ground

running and launch a fully branded

proposition in just months. An easy win

for both our team and our SME clients.”

Paul Foley

, Managing Director, EB Now

Foundations laid to deliver

on our 2030 vision.

Partnering

We see considerable opportunity to

expand our market reach into new business

segments through partnerships. We

were delighted to secure our first new

partnership in the year, with EB Now, an

employee benefits provider for the small

and midsize business market, with the first

customers going live via the platform in H2

FY 2025.

Innovation

We were excited to bring to market our

new Innecto Digital offering, Pathfinder,

which facilitates career mapping across

all roles in a Company, and to secure initial

sales orders at the end of Q4. Together

with our RoleSense proposition, which

provides an umbrella stand-alone digital

capability for our existing pay and reward

toolkits, we enter 2026 with an impressive

opportunity to really exploit digital sales

which will further strengthen our ARR

opportunity alongside Hapi and SEB.

Progressing towards our

aspirational targets

Important progress was made in FY25,

putting in place the foundations to enable

us to progress towards our 2030 ambitions.

We are delivering across our four pillars

of Adoption, Expansion, Innovation &

Partnering, and are well positioned to enter

the first full year of our 5-year strategy.

Passionate about our Purpose

At Personal Group, our Purpose is

at our core: to keep businesses and

their employees happy, healthy and

protected. Our already impressive internal

engagement score increased from 73%

to 80% at the end of the year. We have

continued to add industry-leading people

policies and were pleased to feature in the

HR magazine as an example of living and

breathing our employee benefit values in

our own practices.

Outside of the organisation, Personal Group

is committed to ensuring our customers

are cared for above and beyond the FCA’s

Consumer Duty regulations, and last year

we established an internal working group

to deliver these requirements.

Practising our Purpose within our

community is also incredibly important

to us as an organisation, and we continue

to do this through our targeted Personal

Assurance Charitable Trust donations,

where we pledge at least 1% of EBITDA

or a minimum of £100k each year. In 2025

alone, PACT have donated to over 65

charities, helping organisations make a real

difference where it matters most. There

was also a pleasingly high uptake of our

volunteering programme across all levels

of the business, supporting a range of

community projects.

Looking ahead, in Insurance, we are

focused on the continued growth of our

existing book of business (Adoption),

whilst winning an increased level of new

customers through improved commercial

focus (Expansion); and we see these

initiatives as the key drivers of growth for

Insurance in the short- to medium-term.

Alongside this, we plan to fully launch our

new insurance offering and our digital

sales channel (Innovation), and secure new

partners (Partnering).

In Benefits & Rewards, Partnerships

presents the greatest avenue for growth,

both in terms of Expanding with our

existing partner, Sage, and reaching new

Hapi SME customers through additional

partnerships. We will also continue the

monetisation of our award-winning Hapi

platform (Adoption), as well as Expanding

through winning new Hapi Enterprise

customers and new Pay & Reward

customers. Also, following the strong

progress this year, we will take the Innecto

Digital offering to market more widely

(Innovation).

Outlook

We are delighted with our performance

during 2025 with double digit growth,

adjusted EBITDA ahead of market

expectations, further strong cash

generation and enhanced returns to

shareholders through an increased

dividend. As such, given the backdrop of

our continued delivery of customer and

shareholder outcomes, we enter 2026

with strong momentum, well positioned

to capture the growth opportunities our

strategic aspirations outline, and with

growing market demand for our products

and services. We are laser focused on

executing against our strategic initiatives

of adoption, expansion, innovation and

partnering. It is fantastic to lead a business

with such highly motivated individuals,

delivering our purpose with passion and

pace, and I look forward with confidence to

another fruitful year in 2026.

Paula Constant

Chief Executive

24 March 2026

Further reading

Read more about why to invest in

Personal Group |

Page 3

Read more about what our clients say

about us |

Page 6

Read more about our commitements

to ESG |

Page 33

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

INSURANCE

Adoption

Expansion

Partnering

Innovation

FY25 Achievements

Record year for new

insurance sales up 11% to

£15.4m

Increased employee

penetration from 13.0% to

14.5%

Strong year on year

retention rates of greater

than 80%

API up 12% to £40.5m

Trust Pilot score of 4.9

FY25 Achievements

Expanded available

employee base by 50k

with new client wins

across a variety of sectors

including care, logistics

and retail

Reinvigorated go-to-

market initiatives proved

successful

FY25 Achievements

Progressing a number of

insurance partnerships

through the year with

notable wins with a

significant tender win

as well as an additional

contract with Sante

FY25 Achievements

Positive feedback from

digital insurance trial with

recorded sales across all

policy lines

New Group Cash Plan

launched for partnerships

FY26 Initiatives

& Priorities

Increase new insurance

sales activity by c.10%

Increasing the size and skill

levels of our field sales

team

Continuing to enhance our

operational grip

Continued focus on our

under-penetrated sites

FY26 Initiatives

& Priorities

Increase the available

employee base by an

additional 50k employees

remaining focused on our

core sectors

FY26 Initiatives

& Priorities

F2F with significant

Employee Benefits

provider

Win additional new

partners

FY26 Initiatives

& Priorities

Enable future innovation

through upgraded

business technology

Group Cash plan to be

rolled out to direct client

base

Continued rollout of digital

insurance testing across

our customer base

Go online to see further case studies:

www.personalgroup.com/casestudies

Human Support,

Real Impact

BENEFITS & REWARD

Adoption

Expansion

Partnering

Innovation

FY25 Achievements

Successful migration of all

clients onto upgraded Hapi

platform

Increased uptake of

benefits resulting in 23%

increase in platform

monetisation

Hapi Trust Pilot score

increased to 4.4 (2024: 4.3)

Hapi Net retention rate

improvement from 91.0%

to 93.6%

Innecto Digital retention

rates 93%, up from 75%

in 2024

FY25 Achievements

Won 30 new Hapi clients

Renewal and expansion of

Sage partnership with new

contract signed in March

2025

Launch of Sage Employee

Benefits in Republic of

Ireland in H2 2025

£2.3m of Pay & Reward

new wins including FSCS,

De Beers and B&Q with 17

new digital platform sales

FY25 Achievements

Successful launch of new

partnership with EB Now

FY25 Achievements

Launch of new pathfinder

product in Q4 2025

FY26 Initiatives

& Priorities

Improve monetisation of

the platform through an

increased range of benefits

and discounts and improved

commissions through

targeted marketing.

Increase NRR to >95%

FY26 Initiatives

& Priorities

Launch into at least 2

additional Sage customer

segments.

Win a further c.30 new

Hapi clients with increased

average win value

FY26 Initiatives

& Priorities

Targeting 1-2 significant

new partnerships in 2026,

lead by new Partnerships

Director who joined in

early 2026

FY26 Initiatives

& Priorities

Launch as Innecto

Digital product for SME

– Role Sense

Roll out SEB tiering with

premium and essentials

products

Bulgari Hotel London

At Personal Group, we know real

engagement starts with human

connection, so through face-to-face

conversations we helped Bulgari

Hotel London make its benefits truly

understood and used, strengthening

its culture of care. In a fast-paced

luxury hospitality environment,

the hotel wanted colleagues to

feel supported with protection and

wellbeing benefits that offer real

peace of mind. By making these

benefits tangible and easy to access,

we provided meaningful reassurance

across the workforce, meeting 240

employees on site and helping 20%

secure insurance policies for greater

financial security.

Go online to see further case studies:

4,714

2025

4,436

2024

3,912

2023

394

2025

398

2024

398

2023

401,944

2025

397,513

2024

n/a

2023

103,508

2025

100,823

2024

97,327

2023

£40.5m

2025

£36.0m

2024

£31.6m

2023

Key Performance Indicators

THE GROUP METICULOUSLY REVIEWS ITS PERFORMANCE...

Lead indicators

As part of our strategy for delivering long-term sustainable growth, we have identified a number of lead indicators, the improvement of which will enable us to grow both our revenue

and profits and build future value for the business.

Value of Annualised

Premium Income

£40.5m

Why we Chose it

Number of employees

for face-to-face insurance

401,944

Why we Chose it

Number of

insurance payers

103,508

Why we Chose it

Total number of

SME clients

4,714

Why we Chose it

Total number of

Enterprise clients

394

Why we Chose it

£15.4m

2025

£13.9m

2024

£11.8m

2023

81.7%

2025

81.8%

2024

82.5%

2023

94%

2025

91%

2024

112%

2023

27.1%

2025

29.1%

2024

27.0%

2023

422,676

2025

464,294

2024

509,877

2023

Other KPIs

In addition to our lead indicators we continue to measure against a variety of additional KPIs both across the Group and within the various business segments.

1.

Annualised new business premiums are a key performance indicator as,

whilst no direct reconciliation to earned premiums for the year can be

carried out, they are a primary driver of earned premiums in future years

and, as such, are a key measure for the Group. For a weekly premium, the

measure is calculated as the value of the premium (net of IPT) x 52; for a

monthly premium, the value of the net premium (net of IPT) x 12.

2.

The year on year retention rate is the annual retention rate of

policyholders who have held the policy for more than 1 year.

3.

The claims ratio is calculated as claims incurred plus net change in claims

provision, less reinsurers share of claims paid as a proportion of insurance

income less outward reinsurance premiums.

4.

The SaaS license total includes Hapi, SEB and Innecto Digital recurring

revenue.

5.

Net Retention Rate measures revenue retained from existing customers,

including upgrades, downgrades, and churn.

6.

Activated users for 2021, 2022 and 2023 has been restated to exclude

Let’s Connect users.

...MEASURED ACROSS A NUMBER OF KPIS.

Annualised new

business premium

1

£15.4m

Annualised recurring

revenue for SaaS licences

4

£8.1m

Year on year

insurance retention

2

81.7%

Hapi Net

Retention Rate

5

94%

Claims ratio

3

27.1%

Activated

users

6

422,676

£8.1m

2025

£7.4m

2024

£6.7m

2023

Strategic Report

“Continued growth

across all segments,

underpinned by

strong recurring

revenues and

disciplined

execution.”

Sarah Mace

Chief Financial Officer

Chief Financial Officer’s Statement

CONTINUED GROWTH SUPPORTED BY

EXPANDING RECURRING REVENUES

Providing clear line-of-sight to growth into 2026.

Group revenue

Group revenue from continuing operations

grew by 11% to £48.4m (2024: £43.8m),

reflecting continued momentum across all

business lines.

Our Affordable Insurance segment

delivered further growth, supported by

another strong year of new policies written

and continued high retention levels.

Annualised Premium Income increased to

£40.5m (2024: £36.0m), with the majority

of policies continuing to renew on weekly

or monthly rolling contracts, providing a

high degree of revenue visibility.

The Benefits & Reward segment continued

to grow, with income increasing to £10.9m

(2024: £10.3m). Growth was driven by a

combination of SaaS subscription income

and consultancy revenues, supported by

further expansion of our platform footprint

and strong customer engagement.

Other income again delivered to £1.3m

(2024: £1.3m), reflecting continued

optimisation of cash deposits held by

the insurance subsidiaries despite falling

deposit interest rates.

The Group continues to build its recurring

revenues across all business lines,

with over 90% of reported revenue

for 2025 deriving from the recurring

revenue sources of insurance and SaaS

subscriptions. This provides confidence and

visibility as we continue to execute against

our strategy.

Adjusted EBITDA*

Adjusted EBITDA* from continuing

operations increased by 22% to £12.1m

(2024: £10.0m). This reflects increased

contribution from the insurance segment,

where underwriting profit continued to

deliver strong margins while growing

broadly in line with the size of the

insurance book.

The Benefits & Reward segment continued

to drive growth in adjusted EBITDA, with

contribution increasing to £6.1m (2024:

£5.2m). This was driven by new platform

sales across both Hapi and Sage Employee

Benefits, as well as continued strong

performance across consultancy and

digital reward solutions.

Adjusted EBITDA* from

continuing operations

£12.1m

Earnings per share from

continuing operations

23.3p

Group revenue from

continuing operations

£48.4m

Group results

2025

£’000

2024

£’000

Revenue

48,368

43,776

Adjusted EBITDA*

12,148

9,984

Operating profit

8,491

6,932

Profit before tax

8,414

6,826

Tax

(1,128)

(1,298)

Profit for the year from continuing operations

7,286

5.528

Profit from discontinued operations

–

968

Profit for the year

7,286

6,496

*

Adjusted EBITDA is defined as earnings before interest, tax,depreciation, amortisation of intangible assets,

goodwill impairment, share-based payment expenses, profit or loss on disposal of subsidiaries, corporate

acquisition costs and restructuring costs.

**

Claims ratio is calculated as claims incurred plus net change in claims provision, less reinsurers share of

claims paid as a proportion of insurance income less outward reinsurance premiums.

2025

£’000

2024

£’000

Profit before tax from continuing operations

8,414

6,826

Finance costs

77

106

Depreciation

1,022

1,111

Amortisation of acquired intangibles

67

110

Amortisation (other)

2,150

1,305

Share-based payment expense

388

202

Restructuring Costs

30

324

Adjusted EBITDA* from continuing operations

12,148

9,984

During the year, we completed the Hapi 2.0

client migration, an important milestone

that enhances platform capability and

positions the business for future scalability.

Group administration and central costs

increased modestly year on year, reflecting

inflationary pressures and continued

investment in people, systems and

infrastructure to support long-term

growth.

We believe adjusted EBITDA* remains the

most appropriate measure of performance

for the Group, reflecting the underlying

profitability of the business and removing

the impact of non-underlying items arising

from historic acquisitions. The definition

remains unchanged.

Profit before and after tax

Statutory profit before tax from continuing

operations for the year was £8.4m (2024:

£6.8m). The tax charge for the year was

£1.1m (2024: £1.3m), reflecting the benefit

of a £0.4m R&D tax claim, resulting in profit

after tax from continuing operations of

£7.3m (2024: £5.5m).

EPS

Earnings per share from continuing

operations increased to 23.3p (2024: 17.7p),

reflecting improved profitability.

Dividend

During the year, the Board implemented

its new policy to increase returns to

shareholders, reflecting confidence in the

Group’s cash generation, balance sheet

strength and long-term prospects.

The Board has recommended a final

ordinary dividend of 15.1p per share making

a total ordinary dividend for 2025 of 23.3

pence per share (2024: 16.5 pence per

share). This level has been determined

after considering the Group’s underlying

growth, strong cash generation and

capital requirements to support future

investment.

Balance sheet

As at 31 December 2025, the Group’s

balance sheet remained strong, with cash

and deposits of £29.0m (31 December 2024:

£27.4m) and no debt.

The Group’s underwriting subsidiaries

continued to maintain prudent solvency

positions well in excess of regulatory

requirements. This conservative approach

underpins the resilience of the insurance

business and supports sustainable growth.

Personal Assurance Plc (PA), continues to

maintain a conservative solvency ratio of

299% (unaudited), with a £10.1m surplus

over its Solvency Capital Requirement

of £5.1m. The Company has consistently

maintained a prudent position in relation

to its Solvency UK requirement. Personal

Assurance (Guernsey) Limited, the Group’s

subsidiary which underwrites the death

benefit policy, also maintained a healthy

solvency ratio of 487% (unaudited), with a

£3.7m surplus under its own regime.

25

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Chief Financial Officer’s Statement

continued

Cash flow

Cash generation remains a key strength of

the Group. Cash generated from operating

activities in 2025 was £9.9m (2024: £11.4m

including £3.9m generated by the sale of

Let’s Connect which was disposed of on 9

July 2024), reflecting the Group’s strong

underlying trading and disciplined working

capital management.

With capital requirements of

approximately £1

2

.0m to support the

insurance business and working capital, the

Group retains flexibility to invest in product

development and platform enhancement,

increase returns to shareholders through

dividends and consider suitable

acquisitions which could accelerate

growth.

Segment

Description

Income Streams

Affordable

Insurance

A directly owned benefit, provision

of simple insurance products

underwritten by Group subsidiaries.

Insurance income.

Benefits &

Reward

Provision of a benefits platform to

employers both directly and through

channel partners, currently Sage for

our SME solution.

Provision of a full reward service to

employers through the Group’s pay

and reward subsidiaries, Innecto

and QCG.

Digital platform subscriptions,

commissions from third party

benefits which sit on the platform.

Consultancy, industry surveys and

digital platform subscriptions.

Revenue

Dec-25

£’000

Dec-24

£’000

Affordable Insurance

36,217

32,166

Benefits & Reward

10,900

10,277

Other

1,251

1,333

Total Revenue from continuing operations

48,368

43,776

Adj EBITDA Contribution

Dec-25

£’000

Dec-24

£’000

Affordable Insurance

14,623

12,424

Benefits & Reward

6,089

5,215

Group Admin & Central Costs

(9,796)

(8,937)

Other

1,232

1,282

Total Adj EBITDA from continuing operations

12,148

9,984

Strong 2025 cash generation underpins the Group’s flexibility for investment,

growth, and increased shareholder returns.

Segmental results

The Group reports across two core

segments as detailed in the table below.

For each of the segments, the adjusted

EBITDA contribution comprises the gross

profit of that segment together with

any costs associated directly with the

operation of that segment. Sales and

marketing costs and other central costs

that are not directly attributable to a

segment, such as Finance, HR, depreciation,

amortisation and Group Board expenses are

not allocated to a segment and are shown

separately as ‘Group Admin and Central

Costs’.

We believe this presentation provides

transparency to enable the impact of

top line growth on adjusted EBITDA

contribution for each area of the business

to be better understood.

26

Financial Statements

Governance

Personal Group Holdings Plc

Overview

Strategic Report

“Our relationship with Sage continued to strengthen, with Sage

Employee Benefits driving further SME market penetration.”

Alternative Performance

Measures

Adjusted EBITDA, which is referenced

throughout this document, is an

alternative (non-Generally Accepted

Accounting Practice (non-GAAP))

financial measure used by the Group

when reviewing performance,

evidenced by executive management

bonus performance targets. As such,

this measure is important and should be

considered alongside the IFRS measures.

Adjusted EBITDA takes into account

adjustments, in addition to the standard

IFRS measure, which are considered to

be non-underlying to trading activities

and which are significant in size.

For example, goodwill impairment is

a non-cash item relevant to historic

acquisitions; share-based payment

expenses are a non-cash item which

have historically been significant

in size but can fluctuate based on

judgemental assumptions made about

share price and have no impact on total

equity; corporate acquisition costs

and reorganisation costs are both

one-off items which are not incurred

in the regular course of business. The

definition above has not changed during

the year.

Affordable insurance

Insurance revenue increased by 13% to

£36.2m (2024: £32.2m).

Our face-to-face sales activity delivered

another record year, with new policies

written of £15.4m (2024: £13.8m). This

remains a key differentiator for the

Group, directly engaging employees with

their employers’ benefit provision and

supporting strong retention.

As at 31 December 2025, Annualised

Premium Income stood at £40.5m (2024:

£36.0m), with over 103,000 insurance

payers.

The claims ratio for the year reduced

slightly to 27.1% (2024: 29.1%) but remained

within our expected range.

Adjusted EBITDA contribution from the

segment was £14.6m (2024: £12.4m),

reflecting increased revenue and

disciplined underwriting despite changes in

claims activity.

Benefits & Reward

Revenue from digital platform

subscriptions and commissions increased

to £8.1m (2024: £7.8m).

Subscriptions for Hapi continued to build,

supported by the completion of the v2

migration and new client wins during the

year. ARR increased slightly to £2.71m

(2024: £2.66m), with 30 new clients added

(2024: 27).

Our relationship with Sage continued to

strengthen, with Sage Employee Benefits

driving further SME market penetration.

ARR increased to £4.6m (2024: £4.1m), and,

with the new contract signed in March

2025, we remain focused on maximising

the opportunity presented by this

partnership.

Consultancy and proprietary digital reward

solutions also performed well, building

on the 2024 performance with further

significant client wins.

Adjusted EBITDA contribution from the

segment increased to £6.1m (2024: £5.2m),

highlighting the scalability of the platform-

led model.

Group administration

expenses and central costs

Group administration and central costs

of £9.8m (2024: £8.9m) reflects increased

staff bonus payments as well as the impact

of inflationary cost increases across all cost

areas.

Outlook

The Group enters 2026 with strong

momentum. Our priorities remain clear:

continued growth of our face-to-face sales

activity, maximising our Sage relationship,

exploring additional white-labelled

partnership opportunities, increasing

shareholder returns through a progressive

dividend policy.

The strength of our recurring revenue base,

combined with strong cash generation and

a robust balance sheet, positions the Group

well to deliver sustainable long-term value

for shareholders.

Sarah Mace

Chief Financial Officer

24 March 2026

Further reading

Read more about our strategic prgress

and priorities |

Page 22-23

Read more about our KPIs |

Page 22-23

27

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Risk Management

EFFECTIVE RISK MANAGEMENT

IS CENTRAL TO OUR CULTURE

And key to achieving our strategic objectives.

Oversight

The Board is responsible for overseeing the effectiveness

of the risk management and internal control systems as

well as identifying the nature and extent of the principle

risks the Group is willing to take in achieving its strategic

objectives, including the setting of the overall risk appetite

and tolerance levels.

The Board delegates oversight of risk management to the

Risk and Compliance Committee, who in turn regularly

report to and make recommendations to the Board.

The Risk strategy, appetite and framework are set out in

a suite of policies covering the material risks which exist

in the business; each policy is subject to regular review

and approval. We employ an Enterprise Risk Management

framework (ERM) to manage all types of risk which,

alongside our Own Risk and Solvency Assessment activity,

enables reasonable assurance to be provided to the Board

and external stakeholders that the Group is achieving its

risk management and internal controls objectives.

The effectiveness of the risk management system is also

independently assessed periodically by the outsourced

Internal Audit Function in their role as third line of defence,

with the results reported to the Audit Committee.

The Board is satisfied that the processes set out above

enable the Group to effectively identify, assess and

manage current and emerging risks and allow the required

focus on risk awareness, ethical behaviour and providing

customers with good outcomes.

Risk management approach

The risk environment is managed through a two-pronged

approach: top-down risks that threaten the strategic plan,

and bottom-up financial, operational, regulatory and non-

insurance risks which threaten the achievement of business

area objectives.

Each month a Risk Forum is held where the Senior

Leadership Team discusses the key risks, both current

and emerging, with optimising activities and timelines

for implementation agreed.

We operate a ‘three lines of defence’ approach to define

risk management within roles and responsibilities. The

Group’s risk governance is overseen by a Risk function led

by the Head of Risk, with independence assured through

direct and separate access to the Chair of the Risk and

Compliance Committee.

First Line –

Business Area Owner

•

Identify, assess and manage risks on a daily basis.

•

Develop and implement policies and procedures.

•

Ownership of business practices.

•

Ensure activities are consistent with objectives.

•

Implement controls.

•

Control self-assessment.

Third Line –

Internal Audit (outsourced)

•

Independent assurance of the effectiveness of the first

and second lines of defence.

•

Independent reporting to the Board and to the

Audit Committee.

•

Advisory role.

Second Line –

Risk Function

•

Risk identification.

•

Developing and oversight of the enterprise risk

management framework.

•

Risk reporting to Risk Forum and to the Risk and

Compliance Committee.

•

Providing advice and guidance to business areas and

to the Senior Leadership Team and Board.

•

Assurance of the effectiveness of policies

and procedures.

28

Financial Statements

Governance

Overview

Below is a summary of the key risks the Group faces, including current and emerging factors and risk optimisation activities:

Risk Type:

Client & Customer Retention Risk

Risk Type:

Strategic Risk

Risk Type:

Cyber & Information Security Risk

Risk Type:

External Environment & Regulatory Risk

Current and emerging factors

Clients and partners are increasingly and

understandably looking to measure value from

their commercial relationships. The Group needs

to continue to demonstrate value through data

led insights to demonstrate return on investment

maximising return and upsell opportunities from

existing relationships.

Clients also want reliability

and excellent quality performance from providers

and the products, services and solutions they offer.

In addition, the Group remains mindful of the

impact of the loss of a significant client or partner.

Increasingly competitive market and competitor

consolidation in the employee benefits space.

Existing large and established providers with

significant market share alongside new entrants

magnifies the need for the group to position itself

as an innovative and reliable provider and partner.

The cyber risk landscape is ever evolving

with some high-profile victims in the last

12-months being reported on in the press. Cyber

threat perpetrators are using progressively

sophisticated, technological means combined

with phishing, social engineering and spoofing,

designed to catch employees of organisations off

guard.

The FCA Consumer Duty intends to create a “race

to the top” in terms of the quality and value of

financial products and services, the way firms

interact with customers and the customer service

and support firms provide. The onus is on firms

to demonstrate that their products provide value

relative to the price consumers pay and have

tangible ways of monitoring the effectiveness and

quality of communications and customer service.

Mitigating activities

Relationship management of clients and partners,

including bespoke, data led plans for key clients.

Implementing a broader client scorecard to

measure engagement by client with the products

and services they take from PG

Enhanced oversight, management and

prioritization of any client issues

Use of customer surgeries and weekly client

feedback reviews to help prioritise and fast-track

remedial work.

Review of pricing to ensure the group remains

competitive.

Early renewal/extension of key client contracts.

Further and ongoing development of partnership

arrangements to diversify routes to market,

increasing the group’s reach.

Payroll slots for collection of insurance premiums

built into contracts as ‘enduring’ wherever

possible.

Highlighting the group’s unique strengths

and breadth of offering across the employer /

employee lifecycle, in particular its face-to-face

capability.

Significant investment in marketing capabilities

and activities to help drive the group’s proposition

in the market.

Continued investment in the group’s products,

technology and service provision to further

enhance the group’s competitiveness.

Continued development of strategic partnership

arrangements to increase the group’s market

presence, reach and to open up new distribution

channels. Partnerships with established providers

and brokers also adds weight to PG’s brand.

Significant investment in cyber/information

security detection and prevention controls and

systems, including a new and improved Security

Information & Event Management (SIEM) and

Security Orchestration, Automation & Response

(SOAR) system, the upgrading of servers,

improving disaster recovery capabilities, and

enhanced network and application security. The

group continues to be ISO27001 certified and

Cyber Essentials Plus compliant.

Regular phishing simulation exercises and fireside

training delivered to keep staff alert to external

threats.

New and improved mandatory cyber and

information security training for all staff, which

must be completed on induction and annually

thereafter.

The Group has processes in place to help ensure

we remain compliant with regulatory and legal

requirements. We have a robust regulatory

horizon scanning process, to ensure we are able

to respond appropriately to current and emerging

regulatory changes.

Our key areas of focus continue to be:

•

Measuring ourselves against FCA guidance,

thematic reviews and supervisory work to

ensure we are meeting regulatory expectations

and best practice.

•

Enhanced training and awareness for staff, to

ensure that the Consumer Duty requirements

are embedded in all business processes,

including identifying and supporting vulnerable

customers through staff training, monitoring,

use of management information and outcomes

reporting;

•

Sales interactions with customers are 100%

monitored through investment in an AI tech

solution, as well as manual quality assurance

checks. This ensures that we can respond quickly

to any issues which may arise and remedy them.

PRINCIPAL RISKS

29

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

PRACTISING

OUR PURPOSE

Our ESG strategy is closely aligned to our

purpose: to improve people’s health, happiness

and financial wellbeing. The development of

the strategy is overseen by our Board, who

adheres to an ethical and sustainable

decision-making framework. Our Board is

passionate about ensuring Personal Group has

a positive impact on our environment and

society, as well as its employees – we fulfil our

purpose when it comes to looking after the

physical health and wellbeing of our people.

Personal Group’s ESG strategy is reinforced by the ESG Bonus Gateway,

introduced in 2024, whereby achieving the Group’s ESG targets forms a

meaningful part of renumeration. If at least four of the objectives are met then

100% of the Bonus Pool Funding is released, though if only three objectives are

met then 50% is released, and if none are met then no bonus is payable. In 2025,

100% of the Bonus Pool funding was released. We are very pleased with this

achievement and with the enthusiasm across the organisation in pursuit of it.

Environmental, Social and Governance

For the latest on ESG:

www.personalgroup.com/responsible-business

Becoming a market leader in ESG

We acknowledge that there is still more we can do to support our environment,

people and society, as well as build upon our high Governance standards, which is

why we decided to join the global platform for sustainable supply chains, Ecovadis.

Ecovadis provides a rigorous and holistic assessment of our ESG strategy, and

awarded us 66% for our 2025 performance. Whilst this is an impressive starting point,

we are striving to be a leader in ESG for an organisation of our size on the AIM market

and have set an ambitious target of achieving 80% in 2026. Our ESG targets for 2026

have been set in light of the Ecovadis requirements.

30

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Strategic Report

ESG OVERVIEW

ESG is at the heart of our business.

Carbon emissions

2025 target:

2.0 tCO

2

emitted per full time equivalent

person (FTE).

Update:

Met our target, with 2.0 tCO

2

emitted per

FTE.

Critically, we invested in monitoring

software for our electricity usage,

enabling us to understand and target

reduce our energy consumption.

We have commenced work with

environmental consultants on a long-

term Environmental Management plan to

reach carbon zero.

DE&I initiatives

2025 target:

Review our DE&I initiatives at quarterly

meetings and implevment at least four

new initiatives that support our DE&I

agenda.

Update:

The quarterly meetings took place

as planned in 2025, with a focus on

strengthening our culture.

The four new initiatives that took place

in support of our DE&I agenda are:

•

The first publication of our diversity

and pay gap data.

•

Held engagement activities in

celebration of National Inclusion Week.

•

Launched the Human Library,

promoting the sharing of experiences.

•

Launched a partnership with the

Purpose Coalition, supporting the

participation of young people in the

workplace.

QCA Code compliance

2025 target:

Revise all of our mandatory training

modules to ensure they are relevant and

impactful, and have a 90% completion

rate to support Personal Group’s

compliance obligations and strategy.

All new starters to complete formalised

induction training with bi-annual updates

to be completed by all staff.

Update:

Significant improvements were made to

the content and useability of the training

modules and we launched a new suite

of IT security modules to strengthen our

governance related learning.

We surpassed our target for completing

mandatory training, with 97.7% of all

training had completed by our teams

in 2025.

We also introduced a new corporate

induction programme for new starters.

PACT spend & volunteering

2025 target:

Continue to support our community through

targeted PACT donations.

At least 150 volunteering days in total to be

taken by employees, via our Volunteering

Policy launched in 2024, to support our

charitable projects.

Update:

PACT donations continue to allow employees

to allocate £100 per year to a charity of their

choice as well as customers and policyholder

nominations.

Donations also benefitted the community

with amounts donated to local schools and

community foundations.

Our team exceeded our target and completed

176 volunteering days in 2025 in support of a

range of projects, including the employment

of disabled adults by enterprises, the

provision of employment support to local

students, and animal sanctuaries.

Environment

Social

Governance

2026 target:

Achieve an external accreditation of 80% through Ecovadis (2025 – 66%) by strengthening governance, environmental and social controls including

enhancing our Procurement Policies with

certification reporting; ISO27001 accreditation; enhanced compliance tracking; delivery of the Environmental Management Plan with CO₂ reduction versus 2025; and expanded labour and

human rights reporting through the people dashboard.

31

| Annual Report and Accounts 2025

SECR

Compliance Statement

Our energy and carbon calculations have

been conducted in accordance with the

UK Government’s Reporting Guidelines

for Company Report. Data has been

reviewed and verified by a third-party

(Adler and Allan). GHG calculations have

been performed using the Greenhouse Gas

Protocol Corporate Reporting Standards

(GHG Protocol) and ISO14064-1:2018

Greenhouse Gases – Part 1: Specification

with guidance at the organisation level

for quantification and reporting of

greenhouse gas emissions and removals.

All emissions calculations use up to date

GHG Conversion Factors for Company

Report (BEIS) and are reported as carbon

dioxide equivalent (CO

2

e), accounting for all

major greenhouse gases.

Our carbon footprint for the 2025 reporting

year has been calculated based on our

environmental impact across scope 1,

2 and 3 (selected categories) emissions

sources for the UK only. Our emissions are

presented on both a location and market

basis. On a location basis, our emissions are

509 tCO

2

e, which represents an average

impact of 2.0 tCO

2

e per full time employee,

The table below sets out total energy consumption and resulting GHG emissions by scope arising from business operations.

Summary GHG Emissions Results

Scope 1 Emissions (tCO

2

e)

FY2022

FY2023

FY2024*

FY2025

% From

Baseline

Natural Gas

90

97

99

124

+25%

Company Fleet

370

365

347

339

-2%

Scope 2 Emissions (tCO

2

e)

Purchased Electricity (location-based)

52

53

47

39

-17%

Purchased Electricity (market-based)

52

53

27

25

-7%

Scope 3 Emissions (tCO

2

e)

Grey Fleet Mileage

11

14

9

7

-22%

Total Emissions (tCO

e)

Total Emissions (location-based)

523

533

502

509

+1%

Total Emissions (market-based)

523

533

482

495

+3%

Energy Consumption (kWh)

Total Energy Consumption

–

–

2,282,442

2,373,151

+4%

Intensity Ratios (location-based)

tCO

2

e per £m Revenue

10.5

10.7

11.5

10.5

-9%

kgCO

2

e per Floor Area

58.2

61.5

51.5

59.9

+16%

tCO

2

e per Employee

1.9

2.0

2.0

2.0

+0%

and on a market basis, our emissions are

495 tCO

2

e. We have calculated emissions

intensity metrics on revenue, floor area and

employee bases, which we will monitor

to track performance in our subsequent

environmental disclosures.

During the reporting period, we have

taken the following actions to reduce our

environmental impact:

•

The decision was taken that all newly

ordered vehicles will be either hybrid or

fully electic, transitioning to a lower-

emissions fleet

•

Remediation work has been completed on

the boiler and heating systems to manage

gas usage at JOH.

•

Enhance monitoring software has

been installed within our head office to

ensure effective and effecient electicity

consumption.

Financial Statements

Governance

Overview

Strategic Report

At Personal Group, we celebrate

the differences in our people and

their diverse backgrounds, ideas,

opinions, and life experiences, and

we are committed to creating a

workplace that maximises the

potential of all our people so

that everyone is valued and feels

empowered to contribute to our

continued success.

In 2025, we relaunched our DEIB

Committee, featuring a group of

colleagues who meet quarterly to explore

new ways to strengthen inclusion,

empowerment, and belonging across our

organisation. Together, they champion

action that ensures every employee feels

recognised, supported, and valued at work.

Here are some of the initiatives we launched

at Personal Group last year that strengthen

our ongoing commitment to DEIB:

The PG Human Library

is an internal

initiative where colleagues volunteer to

share their lived experiences in one to one

conversations. It gives employees a chance

to hear real stories, challenge assumptions,

and build deeper understanding by

connecting with people who’ve walked

different paths.

Purpose Lab

connects students with

employers to bridge the gap between

education and industry while amplifying

diverse voices and perspectives. Through

our partnership with the Purpose Coalition,

student insights are helping us understand

how the next generation views wellbeing,

inclusion, and equity so we can better

support employees from all backgrounds.

We are in the process of implementing

the

Clear Assured platform

to benchmark

our DEIB progress against a recognised,

evidence based global standard. By working

through its expert designed framework,

we will be able to validate our strategy,

identify gaps, and embed enhanced

inclusive practices across our culture,

ensuring our approach is measurable,

accountable, and continually improving.

45.2%

of Personal Group

employees are women

17.4%

Gender Pay Gap

24.3%

Racially and

Ethnically Diverse

15.8%

Ethnicity Pay Gap

91%

average score across

4 DEIB measures in our

engagement survey

Inclusive Recruitment

at Personal Group

In 2025 we conducted an end-

to-end review of our recruitment

and promotion processes and

implemented the following:

•

Diversity data tracking from

application through to leavers

•

Anonymised application processes

•

Job adverts and descriptions

reviewed and checked for bias

•

Trained our recruitment team in

inclusive hiring

•

Delivered an introduction to

inclusive recruitment in our

manager training programme

Find out more on our website:

www.personalgroup.com/responsible-business

Find out more on our website:

Section 172 statement

THE DIRECTORS ARE AWARE OF THEIR DUTY

Under s172 of the Companies Act 2006.

To act in the way they would

consider, in good faith, would be

most likely to promote the success

of the Group for the benefit of its

members as a whole and, in doing

so, to have regard (amongst other

matters) to:

•

the likely consequences of its

decisions in the long-term;

•

the interests of the Group’s

employees;

•

the need to foster the Group’s

business relationships with

suppliers, customers and others;

•

the impact of the Group’s

operations on the community and

the environment;

•

the desirability of the Group

maintaining a reputation for high

standards of business conduct; and

•

the need to act fairly between

members of the Group.

The Chairman sets out the text of

s172 Companies Act 2006 on every

Board agenda by way of a reminder.

The table that follows is a description of our key stakeholder groups and how we engaged with them in 2025.

Why we engage with

How we engaged in 2025

What matters to the Group

Our Policyholders

Our policyholders are key to the long-term

success of the Group.

The retention of existing, and attraction of

new, policyholders is equally important.

We aim to make any interaction with

Personal Group as positive and simple as

possible and ensure that our products are

regularly reviewed and fit for purpose.

Provision of suitable and targeted

employee benefits to our relevant

market sectors.

We continue to deliver personalised, face-to-face

presentations to both prospective and existing

policyholders in their workplaces.

The Group remains firmly focused on achieving

positive outcomes for policyholders. Our Consumer

Duty working party meets regularly to ensure full

compliance with FCA regulations while maintaining

the highest standards of customer service.

As part of our commitment to Consumer Duty, we

were proud to be externally recognised as finalists in

the Institute of Customer Service Awards.

We also successfully launched digital insurance

products across 17 clients without face-to-face

services. Among these, 5,000 employees opted in

to receive communications and 7,000 registered

on Hapi. Encouragingly, we recorded sales across

all policy lines, with many customers purchasing

multiple policies.

Our hybrid customer relations team, based in

Milton Keynes, has further improved quality and

productivity, making it easier for customers to

contact us via phone, email, or webchat. In 2025,

the team handled over 55,000 calls, 25,000 emails,

20,000 online enquiries, and 2,100 webchats.

We also streamlined the claims process, significantly

reducing processing times. As a result, 98% of claims

were processed within 48 hours, enhancing customer

satisfaction and contributing to a Trustpilot score of

4.9.

Our products are relevant and provide

cost effective protection

Fair and consistent pricing

Efficient and sympathetic processing

of claims

Ease of access to customer service

Strong net promoter score

Strong retention rates

34

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Why we engage with

How we engaged in 2025

What matters to the Group

Our Clients

Our purpose is to help our clients drive

productivity and profitability by improving

employee engagement, retention and overall

effectiveness. Through our suite of products

and services we support employee wellbeing

and foster a positive and equitable work

environment, enabling businesses to enhance

performance and create sustainable success.

We actively engage with our clients and their employees through a range of channels,

including face-to-face sessions, digital communications, and the hosting of industry and

business forums. In addition, we share thought leadership through white papers and provide

quarterly insights tailored to meet our clients’ specific needs.

Recognising the critical importance of data security, the Group holds ISO 27001 certification,

and our employee benefits platform is ISO 9001 certified. We proactively educate and advise

clients on data security best practice, encouraging the adoption of enhanced protective

measures such as multi-factor authentication (MFA) to safeguard both client and customer

information. MFA functionality was introduced during the year to strengthen security

controls and reduce the risk of fraudulent activity.

Trusted and valued partner to clients

Product range, price and quality

Convenience and accessibility

Customer service

Fair marketing

Responsible use of personal data

Ethics and sustainability

Our Colleagues

The Group’s long-term success is predicated

on the commitment of our employees to our

purpose and demonstration of our values. In

order to deliver great customer service and

improve our staff engagement scores we

need to ensure that we provide an appropriate

environment and communication channels to

both attract and retain talent for now and the

future.

We operate an open, collaborative, and inclusive management structure, maintaining

regular engagement with employees through company-wide briefings and quarterly

business updates.

Our remuneration framework offers competitive, market-aligned salaries alongside sector-

leading rewards and benefits. This is supported by a strong learning culture and clear career

development opportunities. We continue to embrace a hybrid working model for all office-

based colleagues, with feedback indicating that it supports improved work–life balance and

drives higher levels of engagement and productivity.

In 2025, almost 10% of our people were promoted, with a further 5% moving into new

internal roles, reflecting our commitment to developing and retaining talent.

Fair employment

Competitive pay and benefits

Development and career opportunities

Collaborative and supportive work

environment

Health and safety and colleague wellbeing

Responsible and respectful use of

personal data

Our Suppliers

Our suppliers are fundamental to the quality

of our products and to ensuring that as

a business we meet the high standard of

conduct that we set ourselves. Our Hapi

platform contains numerous third-party

offerings which add value to the overall

proposition. It is important that we ensure

good working relationships with those

suppliers but also to choose partners that

allow the Group to fulfil its day-to-day

operations to deliver our products and

services to the best standard possible.

We maintain regular, open, and two-way dialogue with our largest suppliers, fostering

strong and collaborative relationships. Key suppliers are invited to attend and present at our

client conferences and workshops, supporting shared learning and partnership.

Our supplier onboarding process is subject to ongoing review and enhancement, and we

conduct annual assessments of all key Group suppliers to ensure continued alignment with

our standards and expectations.

We work closely with suppliers to confirm that robust controls are in place to safeguard

the security and privacy of our customers’ data. During the year, we implemented contract

management software, Market Dojo, to strengthen the onboarding process and enhance the

oversight and management of supplier relationships.

Long-term partnerships

Collaborative approach

Open terms of business

Fair payment terms

35

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Strategic Report

Overview

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Why we engage with

How we engaged in 2025

What matters to the Group

Our Community & Environment

The Board recognises the importance of

leading a Group that not only generates value

for shareholders but also contributes to the

wider society.

We actively encourage our employees to engage with their local communities and work

closely with our PACT Committee to allocate funds from the Personal Assurance Charitable

Trust in support of charities both in the UK and internationally, as outlined on page 31.

During the year, we completed 176 volunteering days—an increase of more than 20 days

compared with the prior year—exceeding our target.

We remain mindful of the importance of long-term sustainability. Over the year, we replaced

the all of the Group’s vehicle fleet with hybrid and low-CO₂ petrol models, phasing out less

environmentally friendly vehicles. In addition, we are taking steps to reduce commuting

for our field sales team, delivering benefits both to our colleagues and in lowering the

environmental impact of travel.

Reduce environmental impact

Invest in local community

Promote environmental offerings on

platform, i.e. Cycle to Work

Supporting local community by creating

jobs and providing work experience and

apprenticeships

Our Shareholders

Our shareholders are key to the long-term

success of the business. Through our investor

engagement activities, we strive to obtain

investor buy-in into our strategic objectives

and how we plan to deliver on them. We create

value for our shareholders by generating

strong sustainable profits and dividends.

Through our investor relations programme — comprising regular trading updates, investor

meetings, roadshows, and our Annual General Meeting — we ensure that shareholders’

perspectives are represented in the Boardroom and carefully considered as part of our

decision-making processes.

During the year, we strengthened the Board with the appointment of Rachel Webb as a

Non-Executive Director and Chair of the Audit and Risk Committee, further enhancing our

governance and oversight.

Financial performance

Strategy and business model

Dividend

Long-term growth

Reputation of the Group

Section 172 statement

continued

Committees

2025 Committee meeting dates

Board

11 Feb

27 Feb

18 Mar

8 May

18 May

24 Jun

28 Jul

9 Sep

23 Oct

24 Nov

Audit

18 Mar

9 Sep

Risk & Compliance

27 Feb

18 May

24 Nov

Nominations

11 Feb

24 Nov

Remuneration

11 Feb

18 Mar

9 Sep

24 Nov

36

Financial Statements

Governance

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

“Effective

governance

should enhance

performance

and support the

delivery of the

Group’s strategic

objectives.”

Martin Bennett

Independent Non-Executive Chair

Corporate Governance

Enhancing performance and supporting the delivery

of the Group’s strategic objectives

Chair’s Introduction

Dear Shareholder

My role as Chair of Personal Group is to

ensure that the Board continues to perform

its role effectively, providing oversight

and constructive challenge. I am pleased

to present this section of our Annual

Report, which sets out the governance

framework that underpins the Group’s

operations and supports accountability,

transparency and long-term value creation

for all stakeholders.

I also have responsibility for ensuring

robust governance across the Group

through appropriate challenge and

direction of the Senior Leadership Team.

Effective governance should enhance

performance and support the delivery

of the Group’s strategic objectives, while

balancing the interests of shareholders,

employees, customers, suppliers and

wider stakeholders.

The Board continues to play a central role

in establishing and reinforcing the culture

of the business, ensuring it remains aligned

with the Group’s purpose, values and

business model, and that it is appropriately

embedded throughout the organisation.

Board composition

and succession

The Group continues to develop and

maintain an integrated succession plan for

both the Board and senior management.

During the year, following the retirement

of Non-Executive Director Bob Head,

the Board appointed Rachel Webb as

Non-Executive Director and Chair of the

Audit and Risk & Compliance Committees.

Rachel has over 20 years’ experience in

financial services through working in

both PRA & FCA regulated firms and large

accountancy practices, enabling her to

approach issues from both a commercial

and regulatory perspective.

In addition, Ciaran Astin assumed the

position of Remuneration Chair in late H2,

bringing discipline and critical thinking to

our Executive remuneration plans as we

continue to ensure a motivating trajectory

aligned with our shareholder delivery plans.

Maria Darby Walker assumes a dedicated

role as Senior Independent Director,

increasing our governance rigour.

Governance framework

The Board continues to believe that the

QCA Code remains the most appropriate

governance framework for the Group and

considers that it complies with each of the

ten principles of the Code. Performance

against these principles is monitored, with

a focus on continuous improvement and

evolving best practice.

We early adopted the updated QCA Code for

the year ended 31 December 2024 and, as

recommended by Principle 9, have chosen

to voluntarily submit separate advisory

resolutions on the remuneration policy and

remuneration report to shareholders at the

AGM reflecting the Board’s commitment to

transparency and meaningful shareholder

engagement on remuneration matters.

Board effectiveness

In line with our established practice, the

Board remains committed to undertaking an

external independent Board effectiveness

review every three years, with internal

reviews conducted in the intervening

years. The most recent external review was

completed in 2025. The key themes identified

were around:

•

Increasing the Board’s focus on the external

environment

•

Focusing on talent and succession

•

Enhancing the engagement between NEDs

and management

The Board has begun implementing the

recommendations arising from that review.

Board and Committee activity

The Board met 10 times during 2025 (2024: 10

times). Attendance by individual Directors is

set out on pages 41 to 42.

Further detail on the work of the Board

Committees, including the Audit, Risk and

Compliance, Remuneration, and Nominations

and SM&CR Committees, is provided later in

this section of the Annual Report.

Martin Bennett

Independent Non-Executive Chair

37

QCA Code compliance

Corporate Governance

Code Principle

Attestation

of compliance

Summary of

compliance

Where to find further information in

the 2025 Annual Report and Accounts

Principle 1:

Establish a purpose, strategy

and business model which

promote long-term value for

shareholders

Personal Group provides insurance services and a broad range of employee

benefits and wellbeing products to businesses across the UK. Personal

Group also provides pay and reward consultancy services. The Group enables

employers to improve employee engagement and support their employees

physical, mental, social and financial wellbeing, supporting our vision of

creating a brighter future for the UK workforce.

2025 Highlights |

Page 2

Why invest in PG |

Page 3

Our Ambition |

Page 7

How we will get there |

Page 8

Market Overview |

Page 12-13

Principle 2:

Promote a corporate culture

that is based on ethical values

and behaviours

The Board believes Group culture is set from the top of the organisation.

These values form a core part of how the business is managed, from

recruitment to training, and ongoing reward and recognition. An employee

engagement survey was conducted in March 2025 which produced valuable

feedback enabling positive change to be made to the business culture in the

last half of the year. Conduct and culture related metrics are reported on at

Board Risk & Compliance Committees. Metrics concerning compliance with the

Financial Conduct Authority’s Senior Management & Certification Regime are

also reported on at Board meetings.

Environmental, Social and

Governance |

Page 30 – 33

Principle 3:

Seek to understand and meet

shareholders’ needs and

expectations

Regular dialogue takes place with shareholders through initiatives including the

Annual General Meeting, investor roadshows, regulatory announcements and

the Report and Accounts. During 2025 our Chief Executive, CFO, Chair and other

Non-Executive Directors met virtually, and in person, with key investors. We

also hosted our investor events in March and September 2025.

Section 172 Statement |

Page 34

Corporate Governance

continued

38

Governance

Corporate Governance

Code Principle

Attestation

of compliance

Summary of

compliance

Where to find further information in

the 2025 Annual Report and Accounts

Principle 4:

Take into account wider

stakeholder interests,

including social and

environmental responsibilities,

and their implications for long-

term success

As a Board we understand our duty to promote the success of the Group

whilst considering the views of, and impact on, our wider stakeholder group

of customers, policyholders, suppliers, colleagues and our community and

environment as well as our shareholders. ESG is also central to all key decisions

at a board level and, to ensure this remains an area of focus day to day, ESG

targets were added as a gateway to all staff bonus payments in 2025. In 2025,

Personal Group subscribed to EcoVadis, a leading platform that provides

comprehensive sustainability ratings for companies across various industries.

EcoVadis helps companies assesses their environmental, social, and ethical

performance. Personal Group is using EcoVadis to identify areas of improvement

and to track progress against actions. Improving our overall EcoVadis score will

be built into company and individual staff objectives in 2026.

Environmental, Social and

Governance |

Page 30 – 33

Principle 5:

Embed effective risk

management, internal controls

and assurance activities,

considering both opportunities

and threats, throughout the

organisation

The Board is responsible for identifying and mitigating risks to the Group

achieving its strategic objectives. It addresses risk management through an

“Enterprise Risk Management Framework”, and a system of risk governance,

including a Risk and Compliance Committee. During 2025, a risk based internal

audit function was again provided by RSM. Compliance, assurance and risk

management activities are reported on at the Board Risk & Compliance

Committees. Committee members provide constructive and robust challenge

to Executive Leadership with resulting management actions tracked and

reported on at subsequent Committee meetings.

Risk Management |

Page 28 – 29

Risk & Compliance Committee and

Audit Committee Reports

|

Page 44 – 47

Principle 6:

Establish and maintain the

Board as a well-functioning,

balanced team led by the chair

The Group maintains, and is satisfied that, the Board has a suitable balance

of independence and knowledge, with Directors encouraged to challenge all

matters. The Board meets regularly, with a formal schedule of matters for

its approval. The Board is supported by regular engagement with the Senior

Leadership Team, and a system of formal Board committees. Directors are

required to devote sufficient time to carry out their role.

Corporate Governance |

Page 37

Board of Directors |

Page 41 – 42

Nominations Committee Report

|

Page 54 – 55

39

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Governance

Strategic Report

Corporate Governance

Code Principle

Attestation

of compliance

Summary of

compliance

Where to find further information in

the 2025 Annual Report and Accounts

Principle 7:

Maintain appropriate

governance structures and

ensure that individually and

collectively the directors

have the necessary up-

todate experience, skills and

capabilities

The Board is collectively responsible for the long-term success of the Group

and for setting and executing the business strategy. It fulfils this responsibility

through Board and other Committee meetings held regularly throughout

the year. The background and experience of the Board ensures there is an

effective and appropriate balance of skills and knowledge. Additional training is

provided where needed and Board members are encouraged to maintain their

professional development.

Board of Directors |

Page 41 - 42

Board Sub-Committees’ Reports |

Page 44 – 55

Principle 8:

Evaluate Board performance

based on clear and relevant

objectives, seeking continuous

improvement

Board members are each set annual objectives, with performance feedback

provided by corresponding Executive and Non-Executive members. Board

evaluation is the responsibility of the Chair. Board effectiveness reviews are

undertaken yearly, with independent reviews at least every three years.

Nominations Committee Report |

Page 54 – 55

Principle 9:

Establish a remuneration

policy which is supportive

of long-term value creation

and the company’s purpose,

strategy and culture

A new principle in the updated QCA code, this has been in place for many

years. Our remuneration policy reflects our commitment to ensuring that our

approach to remuneration remains competitive, transparent, and in the best

interests of our shareholders. As part of our engagement with the QCA code,

our remuneration policy and our remuneration statement was put forward for a

non-binding vote at the AGM.

Remuneration Committee Report |

Page 48 – 53

Principle 10:

Communicate how the

Company is governed and is

performing by maintaining a

dialogue with shareholders

and other relevant key

stakeholders

The Group communicates through a variety of regular digital and traditional

communications. These include face-to-face meetings, the Annual Report and

Accounts, Interim Results, investor news announcements and information

provided on the Group’s website.

Section 172 Statement |

Page 34

Corporate Governance

continued

40

Financial Statements

Overview

Strategic Report

Governance

Martin Bennett

Non-Executive Chairman

Appointed January 2021

(previously Non-Executive Director;

appointed Chairman, May 2021)

Martin is an experienced non-executive

and chairman, bringing over 20 years of

financial service experience. He has a

diverse and extensive skill set, stretching

across commerce, operations and finance.

Prior to embarking on a non-executive

career in 2018 Martin spent nearly 15

years at HomeServe plc creating a FTSE

250 services business, holding CEO, COO

and CFO responsibilities in the UK, US and

Europe.

Before this he spent three years as Finance

Director of Clarity Group and 10 years at

Arthur Andersen where he worked in audit

and transaction services.

Skills, personal qualities and capabilities

An accounting and finance graduate,

Martin is a Fellow of the Institute of

Chartered Accountants. Previously Chair

of Lumon plc, Ventureprise plc and the

Association of Foreign Exchange and

Payment Companies (AFEP).

External appointments

Chairman of Oncourse Home Solutions Inc

and Pacifica Group Limited

Paula Constant

Chief Executive

Appointed August 2023

Her career began at Accenture before

moving into senior roles at Vodafone,

BT, Mitie, National Australia Bank, and

Woven Solutions Group. At Woven, she led

through strong operational discipline and

technology-led improvements.

Paula joined Personal Group as CEO on 1

August 2023. Since then, she has driven

major enhancements in customer service,

claims, sales, and technology, while

improving both customer and employee

engagement.

Skills, personal qualities and capabilities

Paula is known for her resilient leadership

style, strategic clarity, and ability to

galvanise teams. Paula is an energetic

and highly accomplished business leader

with over 25 years of experience across

telecoms, banking, and outsourcing.

She holds a BA in Music and an MA in

Management Studies from Cambridge

University.

Sarah Mace

Chief Financial Officer

Appointed October 2020

(previously Company Secretary from

April 2014)

Sarah joined Personal Group in January

2014 as Group Financial Controller and

Company Secretary. Previously Head of

Finance for private equity owned Chicago

Leisure Ltd she also has experience in a

broad range of industries including roles

at large communications firm Cable and

Wireless and various life and pensions

companies.

Skills, personal qualities and capabilities

Sarah is a Fellow Member of the

Association of Chartered Certified

Accountants and also has a Master’s

degree in mathematics from Oxford

University.

Maria Darby-Walker

Senior Independent Director

Appointed June 2019

(Appointed Senior Independent Director

in December 2025)

Maria joined Personal Group as Non-

Executive Director in June 2019 and was

Chair of the Remuneration Committee

from January 2020 until 2025.

She has over 10 years’ experience as a

Non-Executive Director spanning financial

services, banking and other sectors.

She

also has strong listing/market experience.

She is experienced in financial regulation,

corporate governance and shareholder

and investor relations. Her remit and

interests as a NED encompass the people

agenda, sustainability and cyber security/

AI.

Skills, personal qualities and capabilities

Beyond her technical and industry

qualifications, Maria is also a qualified

leadership coach and mentor. Separately,

she was appointed honorary visiting fellow

at Oxford University in September 2022.

External appointments

Senior Independent Non-Executive

Director and Chair of the Remuneration

Committee at Redwood Bank Ltd

Board of Directors

10/10 Meetings attended

Committee

Membership Key

Audit

Committee

Nominations

& SM&CR Committee

Remuneration

Committee

Risk and Compliance

Committee

Independent

Chair of the

Committee

10/10 Meetings attended

10/10 Meetings attended

10/10 Meetings attended

41

Committee

Membership Key

Audit

Committee

Nominations

& SM&CR Committee

Remuneration

Committee

Risk and Compliance

Committee

Independent

Chair of the

Committee

Board of Directors

continued

Ciaran Astin

Non-Executive Director

Appointed May 2022

Ciaran is an experienced leader in consumer

services businesses across the insurance,

telecoms and energy sectors. Ciaran is

currently Managing Director of KGM, a

leading specialist motor insurer, and Chief

Personal Lines Officer of DUAL UK.

From 2019 to 2023, Ciaran was Managing

Director of ClearScore’s Insurance-related

business. Between 2012 and 2019, he held

senior leadership roles at leading personal

lines insurers, Hastings Group and Direct

Line Group. Earlier in his career, Ciaran spent

two years driving product transformation

in Centrica’s consumer business, following

seven years in commercial leadership roles

in the telecoms sector with BT Group

and Telewest.

Skills, personal qualities and capabilities

Ciaran holds a Masters in Engineering from

Cambridge University.

External appointments

N/A

Andy Lothian

Non-Executive Director

Appointed July 2017

(previously Executive Director, appointed

Non-Executive Director in January 2021)

Andy Lothian joined Personal Group

in 1998 as a Group Account Executive

focusing on new business sales and client

servicing. His passion for excellence,

drive, and commitment has seen him go

from strength to strength. His journey

at Personal Group has evolved greatly

over the last two decades, through Sales

Management roles and eventually 11 years

as Managing Director of Personal Group

Benefits.

In January 2021 Andy moved into a Non-

Executive Director role on the Board.

Skills, personal qualities and capabilities

Andy has extensive knowledge and

experience of the important day-to-day

role that all Personal Group employees

play in the development and growth of the

business.

External appointments

Director of Lothian Property Group.

Josh Roberts-Jones

Finance Director and Company Secretary

Appointed January 2025

Josh has been with Personal Group since

2018, joining the business as a Finance

Manager. After becoming Financial

Controller in 2020, he was appointed Head

of Finance in 2023 and has taken on the

appointment of Company Secretary since

February 2025.

Josh trained as an auditor at KPMG

LLP, gaining his professional chartered

accountancy qualification with the ICAEW.

Having gained valuable experience in

a variety of sectors, including financial

services, Josh gained industry experience

at bpha limited prior to joining Personal

Group.

Skills, personal qualities and capabilities

Josh is a Chartered Accountant and holds

a degree in Mathematics with French from

Royal Holloway University of London.

Rachel Webb

Non-Executive Director

Appointed April 2025

Rachel has over 20 years’ experience in

financial services through working in

both PRA & FCA regulated firms and large

accountancy practices, enabling her to

approach issues from both a commercial

and regulatory perspective. Her most

recent executive role was as CEO of

Foresters Friendly Society which she left in

Autumn 2024 after 5 years’ at the helm.

Rachel also provides advisory services

to other regulated financial services

Boards. Through these roles she has

gained experience on a number of Board

subcommittees in various disciplines

and is the current chair of several

audit committees.

Skills, personal qualities and capabilities

Rachel is a Fellow of the Institute of

Chartered Accountants in England and

Wales.

External appointments

Non-Executive Director roles at Antares

Insurance Company Limited and Motors

Insurance Company Limited.

10/10 Meetings attended

10/10 Meetings attended

10/10 Meetings attended

10/10 Meetings attended

Senior Leadership Team

Jenny Hinde

Chief People Officer

Appointed May 2025

A highly experienced commercially

focussed and values-led People and

Change Director, Jenny has more than 25

years of experience in the people journey

and organisational culture. Having started

her career at Centrica, Jenny went on to

hold a variety of Director-level HR and

Changes roles at Amey and has most

recently held the role of Executive Director

at the Clear Company.

Skills, personal qualities and capabilities

Beyond her qualifications as a Fellow of

the Chartered Institute of Personnel and

Development, Jenny brings extensive

experience alongside a blend of strategic

thinking and pragmatic solutions in the

people space.

Karen Thornley

Chief Executive of Innecto

Appointed June 2019

Karen is Chief Executive of Innecto Reward

Consulting, a position she has held since

2019 following Innecto’s acquisition by

Personal Group. Alongside her role as

CEO, she has undertaken senior Group

leadership positions, including Chief

Commercial Officer from 2021 and Chief

Product and Partnerships Officer from

2023.

With over 20 years of commercial and

strategic experience, Karen has held senior

roles in the leisure, telecoms, and not for

profit sectors.

Skills, personal qualities and capabilities

Karen provides clear, strategic leadership

across all of Innecto’s consulting and

digital reward solutions. Her deep

understanding of the product portfolio

and client needs enables the business to

deliver innovative, commercially impactful

reward strategies.

She holds a BA (Hons) in Management

Studies and Business Administration from

Reading University.

Arianne Riddell

Chief Client Officer

Appointed August 2025

Arianne Riddell joined Personal Group

as Chief Sales Officer in Feb 2025,

bringing extensive experience in driving

sales growth and strategic innovation

across the technology, media, and SaaS

industries.

With a career spanning senior leadership

roles at Feefo, LinkedIn, and JCDecaux,

Arianne has led global revenue strategies,

transformed commercial operations, and

driven significant growth.

Skills, personal qualities and capabilities

At Personal Group, Arianne oversees Sales,

Partnerships, and Customer Success,

focusing on building high performing

teams, strengthening client relationships,

and unlocking new market opportunities.

Her strategic mindset and proven results

will play a key role in accelerating Personal

Group’s continued success.

Hywel Philips

Chief Operating Officer

Appointed January 2024

Hywel Philips joined Personal Group as

COO in January 2024 having spent almost

20 years in the Telecommunications

industry with BT. Hywel worked in a wide

range of roles across BT group, leading and

transforming desk and field teams across

engineering and service.

For 7 years Hywel was a Director in

Openreach, the engineering arm of BT,

where he was a driving force in scaling

the early fibre build in the UK whilst later

leading the Full Fibre (FTTP) team across

the UK, leading thousands of colleagues.

Skills, personal qualities and capabilities

Hywel holds HI, BA in Business Economics

from Exeter University and a MA in

Organisational Analysis from Warwick

University Business school.

43

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Meetings held

3

Risk and Compliance

Committee members

Meeting Attendance

Bob Head (Chair)

*

1/1

Rachel Webb (Chair)

**

2/2

Martin Bennett

3/3

Maria Darby-Walker

3/3

Andy Lothian

3/3

Ciaran Astin

3/3

Sarah Mace

3/3

Paula Constant

3/3

Risk and Compliance Committee Report

Dear Shareholder

I am pleased to present the Risk and

Compliance Committee Report for the year

ending 31 December 2025.

Activity during the year.

The Committee focuses its debate on key

risks, emerging risks, and areas where

we perceive we have increased risk. We

then assess whether the risk has been

appropriately managed and mitigated.

The Committee’s Chair reports formally

to the Board on its proceedings after

each meeting and during the year the

Committee met three times, overseeing

significant Group-wide projects which

included:

•

Consideration of the Group’s approach

to the challenging economic outlook

which persisted throughout 2025,

including how to optimise the Group’s

current offering and tailor the go to

market message to mitigate the risk of

any impacts on income from clients and

customers.

•

Reviewing and approving the annual

Consumer Duty Board Report, which

confirmed that customers are receiving

good outcomes and fair value, that the

future business strategy is consistent

with delivering good outcomes

alongside identifying areas of further

enhancement.

•

The updating and further development

of the Own Risk and Solvency

Assessment (ORSA) for Personal

Assurance Plc to account for current

risks and exposures, particularly in

relation to inflationary pressures and

negative cost of living effects and

strategic risks which have persisted

throughout 2025.

•

Reviewing and approving the proposal

to enhance the group’s IT infrastructure

security.

•

Reviewing and approving the proposal to

further enhance cyber security controls

in relation to the Hapi platform.

•

Reviewing and approving a Compliance

review of FCA/PRA Senior Management

Functions allocation across all regulated

entities.

•

Continued review into the value in the

insurance products underwritten, and

sold, by Personal Group companies,

reviewing peer-related data, the FCA GI

Value Measures data and internal MI.

In addition, other work undertaken during

the year included:

•

Ongoing consideration of the Own Risk

and Solvency Assessment (ORSA) for

Personal Assurance Plc to account for

current risks and exposures.

•

The regular review of the group’s

exposure to the risks and threats to the

strategic objectives, setting the risk

appetites and agreeing tolerances.

•

The review, consideration and approval

of existing Board Group risk policies.

•

Consideration of management

information which assesses levels

of quality and compliance, and the

effectiveness of the Information Security

Management System.

•

Consideration of the quality of the

face-to-face sales of the insurance

policies, and understanding how artificial

intelligence (AI) is used to enhance

quality and protect consumers.

•

Oversight of the resolution of actions

arising from an external review of our

health and safety regime.

As in previous years, the Committee has

continued to apply its mind to the risk

logs both in terms of completeness and

how risks are optimised. The Committee

has also worked closely with the Audit

Committee to ensure that the Committees

neither duplicate work nor allow things

to slip between the gaps. All directors are

members of risk committee.

Independent Non-Executive Director and

Chair of the Risk & Compliance Committee

Meetings held

2

Audit Committee members

Meeting Attendance

Bob Head (Chair)*

1/1

Rachel Webb (Chair)**

1/1

Martin Bennett

2/2

Maria Darby-Walker

2/2

Ciaran Astin

2/2

Audit Committee Report

Dear Shareholder

The Audit Committee remains a key

component of the corporate governance

framework at Personal Group. Its primary

responsibilities are to oversee the financial

reporting process, ensure the accuracy

and integrity of the Group’s financial

statements, and monitor compliance with

applicable accounting standards, including

International Financial Reporting Standards

(IFRS).

The Committee also oversees the

effectiveness of the Group’s internal

controls and risk management processes,

providing assurance to the Board that

these remain appropriate to support the

Group’s strategy and operations.

The Committee oversees the appointment

of, and relationship with, the external

auditor and ensures compliance with

relevant regulatory requirements. It

also gains assurance that the control

environment across the Group is robust

and operating effectively.

The Committee is also responsible for

overseeing the effectiveness of internal

audit, which continues to be outsourced

to a third party, in line with the Chartered

Institute of Internal Auditors’ (IIA) Guidance

on Effective Internal Audit.

Roles and Responsibilities

The Audit Committee assists the Board in

discharging its responsibilities in respect of

oversight of the following areas:

Financial reporting:

•

Reviewing the Group’s annual and

interim financial statements to ensure

they comply with IFRS and present a

true and fair view of the Group’s financial

position and performance;

•

Reviewing and challenging changes

to accounting policies, the accounting

treatment of significant or unusual

transactions, and the appropriateness of

key judgements and estimates;

•

Considering the impact of new

accounting standards, regulatory

developments and guidance issued by

the Financial Reporting Council; and

•

Monitoring the effectiveness of the

Group’s financial reporting processes to

ensure reporting is clear, balanced and

timely.

Internal and external audit:

•

Overseeing the relationship with the

external and internal auditors, including

their appointment, remuneration,

independence and effectiveness; and

•

Reviewing the scope of work and

effectiveness of the outsourced

internal audit function in the context

of the Group’s overall risk management

framework.

Internal controls:

•

Overseeing the Group’s system of

internal controls to ensure they remain

effective in safeguarding assets,

preventing fraud and supporting

accurate financial reporting; and

•

Reviewing the Group’s arrangements

in relation to whistleblowing, fraud

detection, and the prevention of bribery

and money laundering.

The Audit Committee’s role is to support the Board by ensuring the integrity of the Group’s financial

reporting, the effectiveness of internal controls, and the robustness of risk management processes.

These activities are fundamental to maintaining investor confidence, regulatory compliance and high

standards of corporate governance.

Financial Statements

Overview

Governance

Strategic Report

Membership and meetings

The Audit Committee comprises of

Non-Executive Directors with extensive

experience in financial reporting, auditing

and governance. The Committee meets at

least twice a year.

Details of the Directors’ experience and

qualifications are set out on pages 41

and 42.

Risk matters are primarily considered

by the Risk and Compliance Committee.

However, all members of the Audit

Committee are also members of the Risk

and Compliance Committee, ensuring

effective coordination and information

flow between the two Committees.

During 2025, the Committee held

two formal meetings (2024: two).

All Committee members attended each

meeting that they were eligible to attend.

In addition, other Board members and the

Company Secretary attended meetings

by invitation, where appropriate. The

external and internal auditors were also

in attendance.

The Committee’s meetings are structured

to encourage open and effective

dialogue between Committee members,

management, the Group’s outsourced

internal audit provider (RSM) and the

external auditor (EY). The Committee meets

with the internal and external auditors

both with and without management

present to discuss audit findings, control

effectiveness and the quality of financial

reporting. The Committee also meets

separately to consider any matters arising.

Activities of the Audit

Committee during the year

During the year, the Committee discussed

with both the internal and external

auditors the overall scope and plans for

their respective audit work. As part of these

discussions, the Committee considered

whether there were any additional risk

areas requiring focus beyond those

identified by the auditors.

Key activities undertaken by the

Committee during the year and up to the

date of this Annual Report included:

•

Review and approval of the 2024 Annual

Report and Accounts and the 2025

Interim Results statement;

•

Approval of the Solvency and Financial

Condition Report; and

•

Review of internal audit reports

produced by RSM.

During 2025, RSM undertook audits in

line with the agreed internal audit plan,

covering areas including product lifecycle,

a themed review of Hapi, HR performance

management, Key Financial Controls and an

SMCR follow up.

The Committee received regular reports

from internal audit throughout the

year and was satisfied with the overall

effectiveness of the Group’s internal

controls. The Committee supported the

recommendations made by internal audit

and monitored management’s progress in

implementing agreed actions.

The Committee regularly reviews the

performance and effectiveness of the

outsourced internal audit function and

continues to believe that this approach

provides access to a broader range of

expertise than would be available through

an internally resourced function.

Significant reporting issues

and judgements

In fulfilling its responsibilities, the

Committee reviewed and discussed the

audited consolidated financial statements

with management, including consideration

of the appropriateness of accounting

policies, the reasonableness of significant

judgements and estimates, and the clarity

and completeness of disclosures.

The Committee reviewed

recommendations from the finance

function and received reports from the

external auditor on their findings. Going

forward where appropriate, the Committee

will seek the adoption of a controls-

based audit approach rather than a purely

substantive approach.

External audit

EY LLP were first appointed as external

auditor for the 2019 financial year.

The external auditor reports regularly

to the Committee on compliance with

professional and regulatory requirements

and rotates the lead audit partner every

five years.

There is ongoing dialogue between the

Committee and the external auditor

regarding audit effectiveness, efficiency

and emerging risk areas that may inform

audit planning.

The Committee confirmed that it

is satisfied with the independence,

objectivity and effectiveness of EY LLP

as external auditor.

No non-audit services were provided

by the external auditor during the year

(2024: none).

Audit Tender and Auditor Rotation

During 2025, a formal and competitive

audit tender process was overseen by the

Audit Committee for appointment for

the 2026 year end audit. The objective

of the process was to ensure a fair and

transparent tender process and to appoint

the audit firm that would provide the

highest quality audit in the most effective

and efficient manner. An invitation to

tender was sent to a number of firms, with

five firms submitting proposals.

Audit Committee Report

continued

46

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Governance

The significant reporting matters and judgements the Committee considered during the year included:

Carrying value of goodwill and other intangibles

Note 13 & 14

As a result of business acquisitions, the Group has recognised significant balances for

goodwill. Goodwill must be tested annually for impairment; other intangible assets are

tested when there are indicators that they may be impaired. The assessment of potential

impairment requires a number of judgements and estimates to be made in determining

the relevant future cash flows and the discount rate to be applied.

The Committee reviewed the key financial assumptions underpinning cash flow

projections, the discount and long-term growth rates applied thereto and the results of

sensitivity analyses.

The Committee was satisfied that no impairment was needed on the goodwill of Pay &

Reward, and reiterated that the initial assessment of the acquired intangible assets and

goodwill was appropriate.

The presentation of “Adjusted EBITDA” alongside statutory profit

Note 5

Adjusted EBITDA, in this context, looks to adjust for non-underlying trading activity

within the financials for year which are material in size, in order to fairly remunerate the

management on underlying performance.

The Committee considered the approach adopted and was satisfied that the approach

continues to help provide a clear and balanced view of the underlying performance of

the business than simply focusing on profit after tax. It also concluded that the approach

is being applied consistently from year to year and the rationale is clearly presented and

reconciled back to the IFRS published numbers.

The valuation of the liabilities for incurred claims

Note 24

In line with IFRS 17 the Group retains a liability for incurred claims arising from claims in

the current and preceding financial years which have not yet given rise to claims paid.

It is estimated based on the current information, and the ultimate liability may vary as a

result of subsequent information and events.

The Committee has reviewed the methodology and calculations relating to the claims

provisions held by the insurance entities within the Group to ensure that the liability for

incurred claims appropriately reflects historical claims experience from the insurance

policies sold, together with current trends and developments, including the continuing

increase in NHS activity. The Committee was satisfied that the amount reserved for across

the Group is appropriate given the data available. It should be noted that the insurance

business is short tail and post year end claims are examined before the accounts are

signed off.

Going Concern

Note 2.1

Going concern and viability has been assessed, including the adequacy of capital under a

range of scenarios and the ability to pay dividends while maintaining the Group’s target

regulatory capital coverage.

The Committee reviewed the stress scenarios the Directors have concluded that it is

appropriate to prepare the financial statements of the Group and Company on a going

concern basis.

The proposals were assessed against

defined criteria, including audit quality,

sector expertise, proposed audit approach,

independence, and value for money.

Two firms were taken to a second

stage, EY LLP and PKF Littlejohn LLP,

with both presenting to the selection

committee following which the Audit

Committee recommended to the Board the

appointment of PKF Littlejohn LLP as the

Group’s external auditor.

Following this process, the Board agreed its

intention to recommend to shareholders,

for approval at the Group’s 2026 AGM,

the appointment of PKF Littlejohn LLP as

external auditor of the statutory audits of

the Group for the financial year ending

31 December 2026 and beyond.

The Audit Committee would like to thank

EY LLP for their professionalism and

contribution to the Group during their

tenure as external auditor.

Rachel Webb

Independent Non-Executive Director

24 March 2026

47

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Governance

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Meetings held

4

Remuneration Committee

members

Meeting Attendance

Ciaran Astin (Chair)

4/4

Bob Head

2/2

Rachel Webb

2/2

Martin Bennett

4/4

Maria Darby Walker

4/4

Remuneration Committee Report

Letter from the

Committee Chair

I am pleased to write my first letter as Chair

of the Remuneration Committee, having

taken over the role in September 2025. I

would like to thank my predecessor, Maria

Darby-Walker, for her dedicated leadership

of the Committee over recent years.

Maria played a key role in ensuring our

remuneration framework remains aligned

with the Group’s strategy and values, and I

am pleased that she will continue to serve

on the Board as a Senior Independent

Director. Having been a member of the

Committee since joining the Board, I look

forward to continuing this important work

and building on the strong foundations

already in place.

On behalf of the Board and the

Remuneration Committee, I am

pleased to present the Directors’

Remuneration Report for the year

ended 31 December 2025.

The Committee remains firmly committed

to ensuring that the Group’s remuneration

framework continues to support the

delivery of our long-term strategy and

reflects our focus on sustainable value

creation for all stakeholders. In 2025, we

continued to apply our policy consistently

and responsibly, aligning executive reward

with performance outcomes, both financial

and strategic.

As in previous years, our approach has

been underpinned by the principles of

fairness, transparency, and alignment

with shareholder and broader stakeholder

interests. The Remuneration Committee

has upheld its responsibility to ensure

executive pay is both market-relevant

and reflective of the contributions made

toward the Group’s ongoing success.

In line with Principle 9 of the Quoted

Companies Alliance (QCA) Code, the

Committee will again submit separate

advisory resolutions on the Remuneration

Report and the Remuneration Policy at the

upcoming AGM.

During the course of the year, the main

activities of the Committee were:

•

Approved the annual bonus structure

and performance targets for 2025.

•

Determined the executive annual bonus

outcomes for performance delivered

in 2024.

•

Reviewed Executive Director salaries as

part of the regular annual cycle.

•

Approved the grant of LTIP awards

to Executive Directors and senior

employees (April 2025).

•

Approved CSOP awards for eligible

employees across the Group.

Following the year end, we have:

•

Confirmed the structure and targets for

the 2026 annual bonus.

•

Determined the bonus outcomes for

2025 based on performance delivered.

•

Conducted a review of the

Remuneration Policy.

We are committed to ensuring that

our approach to remuneration remains

competitive, transparent, and in the best

interests of our shareholders, while also

considering the wider workforce and

ensuring fairness across the Group.

The Committee values open and

constructive dialogue with shareholders

on all aspects of remuneration. While

no changes were proposed to the

executive remuneration policy during the

year that required formal shareholder

consultation, we have continued regular

engagement to ensure transparency and

alignment. The Chair of the Remuneration

Committee remains available to meet with

shareholders to discuss the Committee’s

approach to remuneration and governance.

“As in previous years, our approach has been underpinned by the principles of fairness, transparency,

and alignment with shareholder and broader stakeholder interests.”

48

Remuneration Policy

Our remuneration policy is designed to align the interests of senior leadership with those of our shareholders, while remaining competitive in attracting and retaining key talent.

As in prior years, the Committee’s aim is to ensure that reward opportunities are appropriately structured and reflect the size, complexity, and ambitions of the Group.

In setting performance-based incentives, the Committee considers strategic priorities that support both short-term operational goals and long-term value creation. Our

consistent policy application continues to ensure that performance is recognised in a fair and motivating way across the Group.

Element

Link to remuneration

policy / strategy

Operation

Maximum Opportunity

Performance Metric

Base Salary

To help recruit and retain high

performing Executive Directors.

Reflects the individual’s

experience, role and importance

to the business.

Base salary is reviewed annually with

any changes effective 1 January with

reference to each Executive Director’s

performance and contribution,

Group performance, the scope of the

Executive Directors’ responsibilities

and consideration of competitive

pressures.

The Committee is guided by the general increase

for the broader employee population but has

discretion to decide on a lower or a higher

increase.

The Committee considers individual and

Group performance when setting base

salary.

Benefits

To help recruit and retain high

performing Executive Directors.

To provide market competitive

benefits.

Executive Directors benefit from car

allowances, private medical, health

cash plan, travel insurance and life

assurance cover.

Maximum benefit applies according to the

underlying insurance policy and is four times

base salary in the case of life assurance. Car

allowances are paid in line with market rates.

Not applicable.

We did not exercise discretion over the

LTIP awards that vested or over bonus

payments awarded during the year, as the

outcomes were considered reflective of

true performance and delivery.

Role of the Remuneration Committee

Acting on behalf of the Board, the

Remuneration Committee is responsible for

reviewing and setting the pay, benefits, and

contractual terms for Executive Directors,

while also supporting the Chief Executive

on remuneration matters affecting

The Committee believes that the

Remuneration Policy continued to operate

effectively during 2025. The bonus

framework has remained appropriately

focused on incentivising both team

performance and individual contributions

toward the Group’s strategic objectives.

the wider Senior Leadership Team. The

Committee also retains oversight of the

Group’s broader compensation strategy

and policies for all employees.

Ciaran Astin

Independent Director

49

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Governance

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Element

Link to remuneration

policy / strategy

Operation

Maximum Opportunity

Performance Metric

Pension

To help recruit and retain high

performing Executive Directors.

To provide market competitive

pensions.

Employer’s pension contributions paid

in line with the wider employee base.

The Group may contribute up to 5% of base

salary.

None.

Annual Bonus

To incentivise and reward

performance.

To align the interests of the

Executives and shareholders in

the short and medium term.

The Annual Bonus is earned by the

achievement of one-year performance

targets set by the Remuneration

Committee. The parameters,

performance criteria, weightings and

targets are ordinarily set at the start of

each financial year.

Awards are subject to malus and

clawback provisions.

The maximum bonus opportunity for the CEO

and CFO is 100% of base salary.

Performance measures may include

financial, non-financial, personal and

strategic objectives.

Performance criteria and weightings may

be changed from year to year.

At present, the performance targets are

based on EBITDA, recurring revenue and

personal targets.

Long Term

Incentive Plan

(LTIP)

To incentivise and reward long

term performance and value

creation.

To align the interests of

Executive Directors and

shareholders in the long-term.

Executive Directors and selective other

members of Group Senior Management

are eligible to receive awards under the

LTIP at the discretion of the Committee.

Awards are granted as nominal or cost

options which vest after three years

subject to the meeting of objective

performance conditions specified at

award.

Executive Directors are required to hold

vested shares until their shareholding

reaches the guideline set out below.

LTIP awards are subject to malus and

clawback provisions.

In accordance with the scheme rules the

maximum award in any financial year is 250%

of base salary. The normal policy maximum is

150% of basic salary with a maximum of 200% in

exceptional circumstances.

Awards in FY25 were set at 100% of base salary

for both the CEO and CFO.

Performance criteria and weightings may

be changed from year to year.

For awards made in 2025, 50% of the

award was subject to an compounding

3-year TSR target and 50% subject to

EBITDA based targets.

Share Incentive

Plan (SIP)

To encourage all employees to

make a long-term investment

in the Company’s shares in a tax

efficient way.

The Executive Directors may

participate in the SIP on the same terms

as other eligible employees.

The maximum participation level will be aligned

to HMRC limits.

None.

Remuneration Committee Report

continued

50

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Governance

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Element

Link to remuneration

policy / strategy

Operation

Maximum Opportunity

Performance Metric

Company Share

Ownership Plan

(CSOP)

To incentivise and reward

retention and value creation.

To align the interests of

Executive Directors and

shareholders in the long-term.

CSOPs are awarded at the discretion

of the Remuneration Committee but

require Executive Directors to have

been in tenure for 6 months.

Other senior employees are also

awarded CSOP options after meeting

relevant tenure requirements.

The maximum participation level will be aligned

to HMRC limits.

CSOPs issued from 2024 onwards include

EBITDA based performance conditions.

Shareholding

guideline

Encourages Executive Directors

to achieve the Group’s long term

strategy and create sustainable

stakeholder value.

Aligns with shareholder

interests.

The shareholding guideline is 100% of

salary for the CEO the CFO and 50%

of base fees for the Non-Executive

Directors.

The shareholding requirement is

expected to be met within 5 years of

the policy adoption date (September

2024) or their appointment date,

whichever is later.

This percentage is 50% and 25%

respectively at 31 December 2025.

Not applicable.

Not applicable.

Non-executive

Director

Remuneration

To provide fees appropriate

to time commitments and

responsibilities of each role.

Non-Executive Directors are paid a

base fee in cash. Additional fees are also

paid for specific committee roles. Fees

are reviewed annually and effective

from 1 January each year.

In addition, reasonable business

expenses may be reimbursed.

The Group Board is guided by the general

increase for the broader employee population

and takes into account relevant market

movements.

Not applicable

51

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Governance

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Employee Remuneration

The principles behind the Remuneration Policy for Executive Directors are cascaded

down through the Group. They aim to attract and retain the best staff and to focus their

remuneration on the delivery of long-term sustainable growth by using a mix of salary,

benefits, bonus and longer-term incentives. As a result, no element of the Executive

Director Remuneration Policy is operated solely for the purpose of the Executive Directors.

Other information

Remuneration of the Non-Executive Directors is determined by the Chairman and the

Executive Directors. They may be paid additional fees in the event that their workloads

are significantly in excess of their contractual obligations. The Chairman’s remuneration

is determined by the Remuneration Committee. The Chairman is not entitled to vote on

the matter.

Contracts and letters of appointment

The Executive Directors are employed under rolling service contracts which may

be terminated by the Group or the individual giving 6 months’ notice. Non-Executive

Directors are retained under Letters of Appointment which may be terminated by either

the Group or the individual giving 3 months’ notice, or immediately in the event that the

director is not re-elected by shareholders at an AGM.

Remuneration during the year ended 31 December 2025

Directors’ Remuneration

The aggregate remuneration payable to the Directors in respect of the period was

as follows:

Salary

Bonus

Pension

Other/LTIP

Total

2025

£000

2024

£000

2025

£000

2024

£000

2025

£000

2024

£000

2025

£000

2024

£000

2025

£000

2024

£000

Executive Directors

P Constant

340

330

224

206

19

19

21

21

604

576

S Mace

214

207

141

130

16

14

60

31

431

382

Non-Executive Directors

M Bennett

111

107

-

–

-

–

-

–

111

107

R Head

48

55

-

–

-

–

-

–

48

55

R Webb

41

–

-

–

-

–

-

–

41

–

A Lothian

47

44

-

–

-

–

-

–

47

44

C Astin

48

47

-

–

-

–

-

–

48

47

M Walker

56

55

-

–

-

–

-

–

56

55

Salaries

Effective 1 January 2025, the salary of the Chief Executive was £339,900 and the salary of

the Chief Financial Officer was £213,601.

Annual bonus

The Committee considered the performance of the Executive Directors in the financial

year against the criteria of the Annual Bonus Scheme that comprised a 40% element of

basic salary based on financial performance and 60% of basic salary on performance

against personal objectives.

In the financial year the Group achieved revenue and EBITDA results within the range

of performance targets (set according to the Group budget for the financial year).

Accordingly, the financial performance portion of the Executive Director bonuses awarded

70% of the 40% element based on target performance measures

Long term incentives

The Group made awards under its LTIP to Executive Directors and senior leadership

members on 4 March 2025 subject to three-year performance targets for compounding

Total Shareholder Return (“TSR”) and EBITDA. 50% of the award vests based on

achievement of the TSR objectives and 50% of the award vests based upon achievement

of the EBITDA targets.

During 2025, 17,799 of 84,602 LTIP options awarded to Sarah Mace in 2022 vested as the

performance conditions were partially satisfied. While the TSR vesting threshold was not

met, 20% of the award vested due to partial satisfaction of EBITDA and ESG conditions.

The remaining options have now expired.

Details of awards held by Executive Directors under the LTIP and CSOP awards at

31 December 2024 and 31 December 2025 are set out on the next page.

Remuneration Committee Report

continued

52

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Governance

Date of

Grant

No of

awards as

at 31 Dec

2024

No of

awards

granted

in year

Exercise

Price (£)

Share

price at

date of

grant (£)

Earliest

exercisable

date

No of

awards

as at 31

Dec 2025

LTIP

P Constant

04-Aug-23

286,574

0.05

1.88

01-Jan-26

286,574

04-Apr-24

294,643

0.05

1.58

01-Jan-27

294,643

08-Apr-25

151,135

0.05

2.37

01-Jan-28

151,135

732,352

S Mace

19-Apr-22

*84,602

0.05

3.15

01-Jan-25

–

20-Jun-23

137,858

0.05

2.17

01-Jan-26

137,858

04-Apr-24

123,440

0.05

1.58

01-Jan-27

123,440

08-Apr-25

94,976

0.05

2.37

01-Jan-28

94,976

356,274

CSOP

P Constant

04-Apr-24

37,151

1.62

1.62

05-Apr-27

37,151

S Mace

19-Jun-23

13,888

2.16

2.16

19-Jun-26

13,888

04-Apr-24

18,575

1.62

1.62

05-Apr-27

18,575

* These options partially vested in 2025 as above.

Directors’ interests

Directors’ Shareholdings as at 31 December 2025 were as follows:

2025

2024

Number

of shares

% of

issued shares

Number

of shares

% of

issued shares

P Constant

26,022

0.08%

9,998

0.03%

S Mace

33,145

0.11%

16,441

0.05%

M Bennett

18,070

0.06%

18,070

0.06%

R Webb

-

0.00%

–

0.00%

A Lothian

37,532

0.12%

37,532

0.12%

C Astin

13,883

0.04%

13,883

0.04%

M Walker

7,985

0.02%

5,555

0.02%

Remuneration for the year ending 31 December 2026

Salaries

Executive salaries and Non-Executive Director fees have been reviewed effective

1 January 2026 as laid out below.

2026

2025

P Constant

350,097

339,900

S Mace

220,009

213,601

M Bennett

113,910

110,592

R Head

n/a

55,538

A Lothian

47,934

46,538

C Astin

52,569

46,538

M Walker

57,204

55,538

R Webb

57,204

n/a

Annual bonus plan

The Annual Bonus Plan applies to both Executive Directors and the SLT. Funding of

the bonus pool will only be released if sufficient progress has been made towards the

Group’s ESG objectives. Performance targets for 2025 are split as to 40% linked to EBITDA

performance and 60% linked to achievement of personal targets set by the Remuneration

committee. On target EBITDA performance for the Executive Directors is set at meeting

the Group’s budget for the year and results in payment of 65% of the maximum

opportunity. The proposed personal objectives for the CEO and CFO for 2025 are focused

on delivering ARR and EBITDA growth in key strategic areas, building the Group towards its

5-year strategy and driving efficiencies across the business.

Long term incentives

The Committee intends to make LTIP awards to its Executive Directors and other senior

employees during 2026. These will operate in line with the Group’s policy.

Annual General Meeting

In line with Principle 9 of the Quoted Companies Alliance (QCA) Code on remuneration,

the Committee will voluntarily put separate advisory resolutions on its remuneration

report and remuneration policy to its AGM on 7 May 2026.

53

Financial Statements

Personal Group Holdings Plc

Overview

Governance

Strategic Report

Nominations Committee Report

Meetings held

2

Nominations Committee

members

Meeting Attendance

Martin Bennett (Chair)

2/2

Maria Darby-Walker

2/2

Ciaran Astin

2/2

Bob Head

1/1

Rachel Webb

1/1

Dear Shareholder

The Nominations Committee (the

“Committee”) is pleased to present its

report for the year ended 31 December

2025. This report provides an overview of

the Committee’s activities during the year,

the processes followed in relation to Board

composition, and the nominations put

forward for appointment or re-election.

Roles and Responsibilities

of the Nomination Committee

The Committee is responsible for:

•

Reviewing the structure, size, and

composition of the Board, including the

skills, experience, and diversity required

to support the business strategy.

•

Leading the recruitment process for new

directors, including succession planning

for the Board and Senior Leadership Team.

•

Making recommendations for the

re-election of directors at the AGM.

•

Reviewing the performance of individual

directors and the Board as a whole.

•

Providing independent oversight of

the Group’s compliance with the

Senior Managers and Certification

Regime (SM&CR).

•

Determining whether employees subject

to disciplinary procedures have breached

the Conduct Rules applicable to their role

and whether dismissal is appropriate.

The Committee, assisted by external

executive search agencies where required,

primarily manages appointments to

the Board. All Board members have

the opportunity to meet shortlisted

candidates, ensuring a broad range of

feedback in the appointment process.

Executive Directors are engaged on a

full-time basis. Non-Executive Directors

have letters of appointment setting out

annual fees, required time commitments,

and confirmation that their appointment

is subject to satisfactory performance.

Appointments may be terminated with a

maximum of six months’ written notice

at any time.

Activity during the year

The Committee’s Chairman reports

formally to the Board on its proceedings

after each meeting and during the year the

Committee met once, detail of what was

reviewed by the Committee is as follows;

Board succession

We actively manage our Board succession

plan to ensure the Board has the

appropriate and diverse range of skills to

deliver our strategy for the benefit of all

stakeholders.

During 2025, following the retirement

of Bob Head,

the Committee oversaw

the successful appointment of a new

Non-Executive Director, Rachel Webb as

Chair of the Audit and Risk Committees.

Rachel has over 20 years’ experience in

financial services through working in

both PRA & FCA regulated firms and large

accountancy practices, enabling her to

approach issues from both a commercial

and regulatory perspective.

The objective of the Nominations Committee is to recommend for selection by the full Board, Director

nominees and to ensure compliance with the requirements around Senior Managers and Certification Regime

(SM&CR).

We continue to maintain a formal plan

for Board membership that balances

continuity with regular refreshment of

skills and experience. The Committee

reviews the balance of skills across the

Board, taking account of the business’s

evolving needs, and the knowledge,

experience, tenure, and performance

of individual Directors.

Board and Director effectiveness

The Chief Executive receives a

formal evaluation of their performance

during the year, conducted by the Chair.

Non-Executive Directors provide feedback

on the performance of the Executive team,

supporting succession planning and the

development of the leadership pipeline.

An external board effectiveness review was

conducted in 2025 as noted on p 37.

Diversity

The Committee continues to support

diversity as an essential contributor

to high-quality decision-making and

innovation. The Board maintains diversity of

gender, skills, experience, and perspective,

and across the business, management

positions remain broadly balanced.

Tenure and Re-Election of Directors

The Nominations Committee considers the length of service of Board members at least

annually. The tenure of the Directors is set out below:

Member

Appointment

Board role

Last AGM

renewal

Up for renewal

at 2026 AGM

Martin Bennett

January 2021

Non-Executive

Chairman

AGM 2023

Renewal by

rotation

Paula Constant

August 2023

Chief Executive

AGM 2024

Sarah Mace

October 2020

Chief Financial Officer

AGM 2023

Retiring

Maria

Darby-Walker

June 2019

Senior Non-Executive

Director

AGM 2024

Ciaran Astin

May 2022

Non-Executive

Director

AGM 2025

Rachel Webb

April 2025

Non-Executive

Director

AGM 2025

Andy Lothian

July 2017

(previously Executive

Director, appointed

NED Jan 2021)

Non-Executive

Director

AGM 2024

We remain focused on increasing diversity

of thought, experience, and skills on the

Board and Senior Leadership Team. This

will continue to be a priority in 2026,

with active consideration given during

recruitment and succession planning.

Culture and values

The Committee monitors culture

through Board reports, engagement with

employees, and visits to Group offices.

Culture and values are central to the

selection of new Board members, ensuring

they act as role models and promote these

principles throughout the organisation.

Certification & conduct rules (SM&CR)

The Committee continues to oversee

rigorous certification processes and

training, ensuring compliance with the

Conduct Rules. There were no breaches of

the rules during the year.

Martin Bennett

Independent Non-Executive Chairman

24 March 2026

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Directors’ Report

Principal activities

Insurance, benefits and platform products,

pay and reward consultancy and the

provision of salary sacrifice technology

products in the UK.

Results and dividends

A review of the year’s results is given in

the Chief Financial Officer’s Statement

(see page 24).

The profit from continuing operations for

the year is £8,414,000 (2024: £5,528,000)

before taxation of £1,128,000 (2024:

£1,298,000). During the year ordinary

dividends of £5,689,000 (2024: £3,857,000)

were paid.

Directors

The membership of the Board at

the end of the year is set out in the

Remuneration Report on pages 48 to 53.

The Remuneration Committee Report

also includes details of the Directors’

remuneration and interests in the ordinary

shares of the Company. During the year

all Directors and officers were covered by

third party indemnity insurance.

Political contributions

Neither the Company nor any of its

subsidiaries made any political donation or

incurred any political expenditure during

the year (2024: £nil).

Charitable donations

Donations to charitable organisations

amounted to £122,000 (2024: £100,000).

Principal risks and

uncertainties

The principal risks and uncertainties

facing the Group, along with the risk

management objectives and policies are

discussed in the Risk and Compliance and

Audit Committee reports and Note 3 of

these financial statements.

Capital requirements

See Note 4 of these financial statements.

Corporate governance

The Board of Personal Group Holdings Plc

supports the principles and is committed

to achieving high standards of corporate

governance and has adopted the Quoted

Companies Alliance Corporate Governance

Code in its entirety. The Board’s report

on the Group’s corporate governance

procedures is set out on pages 37 and 40.

Disclosure of information to

auditor

The Directors who held office at the

date of approval of this Directors’ Report

confirm that, so far as they are each aware,

there is no relevant audit information of

which the Group’s auditor is unaware; and

each Director has 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 auditor is aware of that

information.

Auditor

EY LLP have indicated their willingness

to continue in office as auditor of the

Company for the year ended 31 December

2025.

Following a formal audit tender process

undertaken during the year, the Board

has approved the appointment of PKF

Littlejohn LLP as the Company’s auditor

for the financial year ending 31 December

2026. Accordingly, a resolution will be

proposed at the forthcoming Annual

General Meeting to appoint PKF Littlejohn

LLP as auditor to hold office from the

conclusion of that meeting until the

conclusion of the next meeting at which

accounts are laid before the Company.

The Directors present their report together with the audited financial statements for the year

ended 31 December 2025.

EY LLP will therefore cease to act as auditor

of the Company following completion of

the audit of the financial statements for

the year ended 31 December 2025

Other information

An indication of likely future developments

in the business and particulars of

significant events which have occurred

since the end of the financial year have

been included in the Strategic Report.

BY ORDER OF THE BOARD

Sarah Mace

Chief Financial Officer

24 March 2026

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Governance

Statement of Directors’ Responsibilities

The Directors are responsible for preparing

the Strategic Report, Directors’ Report and

the Group and parent Company Financial

Statements in accordance with applicable

law and regulations.

Company law requires the Directors

to prepare Group and parent Company

financial statements for each financial

year. Under the AIM Rules of the London

Stock Exchange they are required to

prepare the Group financial statements in

accordance with International Financial

Reporting Standards as adopted by the UK

(UK adopted IFRS) and applicable law and

they have elected to prepare the parent

Company financial statements on the

same basis.

Under company law the Directors must not

approve the financial statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and parent Company and of their profit or

loss for that period. In preparing each of

the Group and parent Company financial

statements, the Directors are required to:

•

Select suitable accounting policies and

then apply them consistently.

•

Make judgements and estimates that are

reasonable, relevant and reliable.

•

State whether they have been prepared

in accordance with UK adopted IFRS.

•

Assess the Group and parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern.

•

Use the going concern basis of

accounting unless they either intend

to liquidate the Group or the parent

Company or to cease operations, or have

no realistic alternative but to do so.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the parent

Company’s transactions and disclose

with reasonable accuracy at any time the

financial position of the parent Company

and enable them to ensure that its financial

statements comply with the Companies

Act 2006. They are responsible for such

internal control as they determine is

necessary to enable the preparation

of financial statements that are free

from material misstatement, whether

due to fraud or error, and have general

responsibility for taking such steps as are

reasonably open to them to safeguard the

assets of the Group and to prevent and

detect fraud and other irregularities.

Under applicable law and regulations,

the Directors are also responsible for

preparing a Strategic Report and a

Directors’ Report that complies with

that law and those regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on

the Company’s website. Legislation in

the UK governing the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

The Directors are responsible for preparing the Strategic report, Directors’ report and the Group

and parent company financial statements in accordance with applicable law and regulations.

In respect of the Strategic Report, Directors’ Report and the Financial Statements

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Independent Auditor’s Report to the Members of Personal Group Holdings Plc

Opinion

In our opinion:

•

Personal Group Holdings plc’s group financial statements and parent company financial

statements (the “financial statements”) give a true and fair view of the state of the

group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s

profit for the year then ended;

•

the group financial statements have been properly prepared in accordance with UK-

adopted international accounting standards;

•

the parent company financial statements have been properly prepared in accordance

with UK-adopted international accounting standards as applied in accordance with

section 408 of the Companies Act; and

•

the financial statements have been prepared in accordance with the requirements of

the Companies Act 2006.

We have audited the financial statements of Personal Group Holdings plc (the ‘parent

company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025

which comprise:

Group

Parent company

Consolidated balance sheet as at

31 December 2025

Balance sheet as at 31 December 2025

Consolidated income statement for the

year then ended

Statement of changes in equity for the

year then ended

Consolidated statement of changes in

equity for the year then ended

Cash flow statement for the year then ended

Consolidated cash flow statement for the

year then ended

Related notes 1 to 29 to the financial

statements including material accounting

policy information where applicable to the

parent (excluding the component of note 4

which is marked as unaudited)

Related notes 1 to 29 to the financial

statements, including material accounting

policy information (excluding the component

of note 4 which is marked as unaudited)

The financial reporting framework that has been applied in their preparation is applicable

law and UK-adopted international accounting standards and as regards to the parent

company financial statements, as applied in accordance with section 408 of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described

in the Auditor’s responsibilities for the audit of the financial statements section of our

report. We are independent of the group and parent company in accordance with the

ethical requirements that are relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of

the going concern basis of accounting in the preparation of the financial statements

is appropriate. Our evaluation of the directors’ assessment of the group and parent

company’s ability to continue to adopt the going concern basis of accounting included the

following procedures:

•

confirming our understanding of management’s going concern assessment process and

obtained management’s assessment which covers the period to 25 March 2027;

•

obtaining the financial forecasts prepared by the Group and assessed the

appropriateness of assumptions applied in the financial forecasts and in modelled

stress scenarios based on our understanding of the business and the Group’s historical

performance;

•

performing enquiries of management and those charged with governance to identify

risks or events that may impact the Group’s ability to continue as a going concern. We

also reviewed management’s assessment approved by the Board, minutes of meetings

of the Board and its committees, and made enquiries as to the impact of market

conditions on the business; and

•

assessing the appropriateness of the going concern disclosures by comparing the

consistency with management’s assessment and for compliance with the relevant

reporting requirements.

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Based on our review of management’s going concern assessment, which considered

a number of

downside scenarios, we observed that the Group continues to maintain

surplus cash and solvency above regulatory requirements across its two regulated

entities.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant

doubt on the group and parent company’s ability to continue as a going concern for the

period to 25 March 2027.

Our responsibilities and the responsibilities of the directors with respect to going concern

are described in the relevant sections of this report. However, because not all future

events or conditions can be predicted, this statement is not a guarantee as to the group’s

ability to continue as a going concern.

Overview of our audit approach

Audit scope

•

We performed an audit of the complete financial information of

seven components and audit procedures on specific balances for a

further two components. We performed central procedures on all

components, with the exception of specific balances for which we

instructed EY Guernsey to audit..

•

We performed full and specific scope procedures for all audit areas

except those as outlined in the tailoring the scope section.

Key audit matters

•

Valuation of goodwill relating to the pay and reward CGU

(Innecto People Consulting (“Innecto”) and Quintage Consulting

Group (“QCG”)).

•

Capitalisation of software development costs as intangible assets

(Personal Assurance Services (“PAS”)).

Materiality

•

Overall group materiality of £426,000 which represents 5% of

Group profit before tax.

An overview of the scope of the parent company

and group audits

Tailoring the scope

We have followed a risk-based approach when developing our audit approach to obtain

sufficient appropriate audit evidence on which to base our audit opinion. We performed

risk assessment procedures, with input from our component auditors, to identify and

assess risks of material misstatement of the Group financial statements and identified

significant accounts and disclosures. When identifying components at which audit work

needed to be performed to respond to the identified risks of material misstatement of

the Group financial statements, we considered our understanding of the Group and its

business environment, the potential impact of climate change, the applicable financial

framework, the Group’s system of internal control at the entity level, the existence of

centralised processes, applications and any relevant internal audit results.

We determined that nine components were within scope for the group audit. Centralised

procedures were performed over all nine components, reflecting the extent to which key

financial processes operate consistently across the Group. For the UK-domiciled entities,

the Primary Team performed centralised audit procedures over cash, accounts receivable

and prepayments, property, plant and equipment, intangible assets, accounts payable

and accruals, and administrative and payroll expenses as these areas are processed by the

same central finance team and systems.

Six UK-domiciled entities were subject to full-scope audit procedures

performed centrally:

•

Personal Group Holdings Plc

•

Personal Assurance Plc

•

Personal Group Limited

•

Personal Management Solutions Limited

•

Personal Assurance Services Limited

•

Innecto People Consulting Limited

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We then considered whether the remaining group significant account balances not

yet subject to audit procedures, in aggregate, could give rise to a risk of material

misstatement of the Group financial statements. To address these risks, two components

were included for specific-scope procedures, which were likewise performed centrally:

•

Personal Group Benefits Limited

•

Quintige Consulting Group Limited

Personal Assurance (Guernsey) Limited (“PAGL”) was also subject to full-scope audit

procedures. PAGL was identified as an individually relevant component because it

contributes approximately 20% of the Group’s profit before tax, meeting the size-based

criterion for individually relevant components under our group scoping methodology.

Centralised procedures were performed over those areas of PAGL that are processed

consistently across the Group. Cash and other balances specific to the Guernsey

operations were audited locally by EY Guernsey, due to jurisdictional and operational

differences, and to address the component-specific audit risks identified.

Our scoping to address the risk of material misstatement for each key audit matter is set

out in the Key Audit Matters section of our report.

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of

work that needed to be undertaken for each of the components by us, as the Group

audit engagement team, or by component auditors from other EY global network firms

operating under our instruction. Of the scoped-in components, audit procedures were

performed on six full scope and two specific scope components directly by the primary

audit team, whilst for the other full scope component (PAGL) audit procedures were

performed by both the primary audit team and the component audit team, EY Guernsey.

The Group audit team interacted regularly with the component team where appropriate

during various stages of the audit, reviewed relevant working papers and was responsible

for the scope and direction of the audit process. This, together with the additional

procedures performed at Group level, gave us appropriate evidence for our opinion on the

Group financial statements.

Climate change

Stakeholders are increasingly interested in how climate change will impact Personal

Group Holdings plc. The Group has explained their climate targets on pages 30 to 31 of

Environmental, Social and Governance disclosures. These disclosures form part of the

“Other information,” rather than the audited financial statements. Our procedures on

these unaudited disclosures therefore consisted solely of considering whether they

are materially inconsistent with the financial statements, or our knowledge obtained in

the course of the audit or otherwise appear to be materially misstated, in line with our

responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate

change on the Group’s business and any consequential material impact on its financial

statements.

The Group has explained in the Basis of preparation note that they have concluded that

the physical and transition risks of climate change do not have a material impact on the

recognition and measurement of the assets and liabilities in these financial statements.

This is because the assets are reported at fair value under UK-adopted international

accounting standards.

Our audit effort in considering the impact of climate change on the financial statements

was focused on evaluating management’s assessment of the impact of climate risk,

physical and transition, and their climate commitments. As part of this evaluation, we

performed our own risk assessment to determine the risks of material misstatement in

the financial statements from climate change which needed to be considered in our audit.

Based on our work we have not identified the impact of climate change on the financial

statements to be a key audit matter or to impact a key audit matter.

Independent Auditor’s Report

continued

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall

audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk

Our response to the risk

Valuation of Goodwill relating to the Pay and Reward cash generating unit (“CGU”) (Innecto

and QCG) (2025: £2.68m, 2024: £2.68m)

Refer to Accounting policies (page 77); and Note 13 of the Consolidated Financial Statements

(pages 92-93)

PGH acquired Innecto and QCG in 2019 and 2022 respectively. Both businesses are treated

as one CGU due to the commonality of their business models, cash flows and management

team.

Management are required to perform an annual impairment assessment which relies on a

value-in-use model that requires significant judgement, particularly around forecast cash

flows, revenue growth and the discount rate.

The identified key assumptions involve significant judgement about future events for which

small changes can result in a material impact to the resultant valuation and therefore leads

to a greater risk of material misstatement.

The risk has remained unchanged from prior year.

To obtain sufficient and appropriate evidence to conclude on the valuation of goodwill at the

year end, we performed the following procedures:

•

Examined and assessed the appropriateness of management’s impairment model,

including the identification of the CGU and attributable cash flows, the discounted cash

flow methodology, and the significant assumptions applied in the impairment test.

•

Engaged our valuation specialists to assess the methodologies and assumptions used

in the analysis. This included evaluating the reasonableness of the discount rate and

long-term growth rate by benchmarking management’s inputs against comparable

companies, reviewing the components of the cost of equity, and performing independent

comparative value-in-use calculations to determine whether management’s recoverable

amount estimate was within a reasonable and supportable range.

•

Evaluated the reliability of management’s forecasting through comparison of prior-year

projections to actual performance.

•

Performed sensitivity analysis to assess the impact of key variables on headroom,

including discount rate and growth assumptions, and performed reverse stress-testing to

identify the circumstances under which a material impairment would arise and assess the

likelihood of those scenarios

•

Considered whether the applied accounting treatment is in compliance with IFRS and

the Group’s accounting policy, and the Group disclosures are in line with the required

reporting framework.

Key observations communicated to the Audit Committee

We conclude that the carrying value of the goodwill is not materially misstated as there is sufficient headroom at 31 December 2025 under a reasonable range of scenarios, therefore no

impairment is required. We have reviewed the related disclosures and concluded that these appropriately reflect the uncertainty associated with the future cash flows of the Pay and Reward

CGU, as well as the sensitivities and key assumptions.

How we scoped our audit to respond to the risk

Goodwill arises solely on consolidation and as such the audit work to address this risk was performed by the primary audit team.

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Independent Auditor’s Report

continued

Risk

Our response to the risk

Capitalisation of Computer Software and Website Development Costs as Intangible Assets

(2025: £5.10m, 2024: £4.41m)

Refer to Accounting policies (page 80); and Note 14 of the Consolidated Financial Statements

(pages 94-95)

Costs totalling £2.7m incurred in Personal Assurance Services Limited (PAS) on the

development of internally generated software and digital platforms were capitalised as

intangible assets during the year.

Given the nature and scale of these development activities, there is an associated risk

that some costs may have been capitalised prematurely or without meeting the IAS 38

recognition criteria. This includes whether projects had progressed to the development

phase, which is the stage beyond which IAS 38 permits capitalisation, as only costs incurred

after technical feasibility is established and development is underway can meet the

recognition criteria.

The costs capitalised within intangible assets include both purchases of goods and services

from third party suppliers and internally recharged employee time. As a result, significant

judgement is required to distinguish genuine development activities that meet the criteria

for capitalisation from research or operational activities that should be expensed, increasing

the risk of both overstatement of intangible assets and understatement of expenses.

As part of our audit procedures, we performed the following:

•

Examined the company’s accounting policies for capitalisation of intangible assets to

ensure they are in line with IAS 38;

•

Evaluated whether the policies have been consistently applied;

•

Assessed whether the recognition criteria set out in IAS 38 Intangible Assets had been

met, such as identifiability, control over a resource, and the existence of future economic

benefits;

•

Tested that costs are capitalised only when it is probable that the expected future

economic benefits will flow to the entity, through review of supporting documentation

and the nature of costs incurred;

•

Reviewed the nature, existence and accuracy of the costs incurred to determine if they

meet the criteria for capitalisation (e.g. development costs vs research costs);

•

Assessed the amortisation methods and useful lives assigned to intangible assets to

ensure they are reasonable and consistent with the assets’ expected patterns of economic

benefits, and verified that amortisation expense was correctly calculated and recorded;

•

Performed substantive testing on significant intangible asset additions to ensure they

were properly authorised, recorded and supported by appropriate documentation;

•

Verified the accuracy and appropriateness of capitalised employee resource costs by

reconciling them to payroll records, timesheets and project budgets, and assessing

whether the underlying activities related to eligible development work rather than

research or operational tasks;

•

Reviewed financial statement disclosures related to intangible assets to ensure they are

complete, accurate, and in accordance with the relevant accounting standards.

Key observations communicated to the Audit Committee

We conclude that the Capitalisation of Computer Software and Website Development Costs recorded during the period are in line with IAS 38 Intangible Assets and are fairly stated.

How we scoped our audit to respond to the risk

Computer software and website development costs originate in Personal Assurance Services Limited and consolidates into Personal Group Holdings plc, all audit work performed to address

this risk was undertaken by the primary audit team.

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Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating

the effect of identified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate,

could reasonably be expected to influence the economic decisions of the users of the

financial statements. Materiality provides a basis for determining the nature and extent of

our audit procedures.

We determined materiality for the Group to be £426,000 (2024: £341,000), which is 5%

(2024: 5%) of profit before tax. We believe the focus of the shareholders to be the Group’s

underlying profitability and earnings per share. We consider that it remains the most

appropriate basis to determine materiality for the Group.

We determined materiality for the Parent Company to be £443,000 (2024: £255,000),

which is 2% (2024: 1%) of the Parent Company equity. We have used the capital-based

measure for determining materiality due to the Parent Company being a holding company.

The increase in percentage reflects the stability at the entity level in the current period

following the disposal of a subsidiary in the prior year, supporting the use of the upper

end of the range. For the Group audit purposes, we performed our audit procedures to the

lower of the Parent Company, and the Group allocated performance materiality.

We updated our materiality from planning based on the profit before tax amount in

the year-end trial balance. We assessed the final profit before tax number noting no

significant variance to the number used to calculate our materiality. There was no impact

to our scoping or planned audit procedures as a result.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an

amount to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s

overall control environment, our judgement was that performance materiality was 75%

(2024: 75%) of our planning materiality, namely £319,000 (2024: £255,750). We have set

performance materiality at this percentage because our prior year audit experience

indicates a lower risk of misstatements and no indications of a pervasive weakness in the

control environment.

Audit work was undertaken at component locations for the purpose of responding to

the assessed risks of material misstatement of the Group financial statements. The

performance materiality set for the component is based on the relative scale and risk of

the component to the Group as a whole and our assessment of the risk of misstatement

at that component. In the current year, the performance materiality allocated to

components was £143,550 to £319,000 (2024: £49,950 to £199,800).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit

differences in excess of £21,000 (2024: £17,050), which is set at 5% of planning materiality,

as well as differences below that threshold that, in our view, warranted reporting on

qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of

materiality discussed above and in light of other relevant qualitative considerations in

forming our opinion.

Other information

The other information comprises the information included in the annual report set out on

pages 1 to 57, other than the financial statements and our auditor’s report thereon. The

directors are responsible for the other information within the annual report.

Our opinion on the financial statements does not cover the other information and, except

to the extent otherwise explicitly stated in this report, we do not express any form of

assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements,

or our knowledge obtained in the course of the audit or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives rise to a material

misstatement in the financial statements themselves. If, based on the work we have

performed, we conclude that there is a material misstatement of the other information,

we are required to report that fact.

We have nothing to report in this regard.

63

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| Annual Report and Accounts 2025

Overview

Governance

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Independent Auditor’s Report

continued

Opinions on other matters prescribed by the Companies

Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•

the information given in the strategic report and the directors’ report for the financial

year for which the financial statements are prepared is consistent with the financial

statements; and

•

the strategic report and directors’ report have been prepared in accordance with

applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company

and its environment obtained in the course of the audit, we have not identified material

misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the

Companies Act 2006 requires us to report to you if, in our opinion:

•

adequate accounting records have not been kept by the parent company, or returns

adequate for our audit have not been received from branches not visited by us; or

•

the parent company financial statements are not in agreement with the accounting

records and returns; or

•

certain disclosures of directors’ remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 57, the

directors are responsible for the preparation of the financial statements and for being

satisfied that they give a true and fair view, and for such internal control as the directors

determine is necessary to enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group

and parent company’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level

of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK)

will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of

these financial statements.

Explanation as to what extent the audit was considered

capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect

irregularities, including fraud. The risk of not detecting a material misstatement due to

fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations,

or through collusion. The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below:

However, the primary responsibility for the prevention and detection of fraud rests with

both those charged with governance of the Group and management.

•

We obtained an understanding of the legal and regulatory frameworks that are

applicable to the Group and Company and determined that the most significant are

those that relate to the reporting framework (UK-adopted international accounting

standards and the Companies Act 2006) and the relevant direct tax regulation in the

UK. In addition, the Company is required to comply with laws and regulations relating

to its operations, including health and safety, employees, anti-bribery and corruption

and General Data Protection Regulation (‘GDPR’). Our considerations of other laws

and regulations that may have a material effect on the financial statements included

permissions and supervisory requirements of the Prudential Regulation Authority

(‘PRA’), the Financial Conduct Authority (‘FCA’) and the Guernsey Financial Services

Commission (‘GFSC’).

•

We understood how the Personal Group Holdings Plc is complying with those

frameworks by making inquiries with those charged with governance, internal audit

and management to understand how the Company maintains and communicates its

policies and procedures in these areas and corroborated this by reviewing supporting

documentation. We also reviewed correspondence with relevant authorities.

64

Financial Statements

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| Annual Report and Accounts 2025

Overview

Strategic Report

Governance

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

•

We assessed the susceptibility of the Group’s financial statements to material

misstatement, including how fraud might occur by considering the controls that the

Company has established to address the risks identified by the entity and to prevent

or detect fraud. Where fraud risk, including the risk of management override, was

considered to be higher, we performed audit procedures to address each identified risk.

These procedures included:

•

Reviewing estimates for evidence of management bias. Supported by our

valuation specialists, we assessed if there were any indicators of management bias

in the valuation of goodwill.

•

Performing targeted substantive testing over revenue transactions in areas

assessed as more susceptible to fraud risk, focusing on items involving manual

adjustments or reconciliations, to confirm that recognised revenue was supported

by underlying evidence and recorded in accordance with Group accounting

policies. This work was performed alongside our wider substantive revenue testing.

•

Testing the appropriateness of the capitalisation of computer software and

website development costs as intangible assets to ensure this is in line with the

requirements of IAS 38. Refer to the Key Audit Matters section for further details of

the procedures performed.

•

We evaluated the appropriateness of journal entries recorded in the general

ledger, with a focus on manual journals, and evaluated the business rationale for

significant and/or unusual transactions.

•

Based on this understanding we designed our audit procedures to identify non-

compliance with such laws and regulations. For direct laws and regulations, we

considered the extent of compliance with those laws and regulations as part of our

procedures on the related financial statement items. For both direct and other laws and

regulations, our procedures involved making enquiry of those charged with governance,

management and internal audit for their awareness of any non-compliance of laws

and regulations, inquiring about the policies that have been established to prevent

non-compliance with laws and regulations by officers and employees, inquiring about

the Company’s method of enforcing and monitoring compliance with such policies and

inspecting significant correspondence with the FCA, PRA and GFSC.

•

The Group operates in the insurance industry which is a highly regulated environment.

As such, the Senior Statutory Auditor considered the experience and expertise of the

engagement team to ensure that the team had the appropriate competence and

capabilities, which included the use of specialists where appropriate.

A further description of our responsibilities for the audit of the financial

statements is located on the Financial Reporting Council’s website at

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditor’s report.

Other matters we are required to address

•

Following the recommendation from the audit committee, we were appointed by the

company on 25 June 2019 to audit the financial statements for the year ending

31 December 2019 and subsequent financial periods.

•

The period of total uninterrupted engagement including previous renewals and

reappointments is 7 years, covering the years ending 31 December 2019 to

31 December 2025.

•

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to

the group or the parent company and we remain independent of the group and the

parent company in conducting the audit.

•

The audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so

that we might state to the company’s members those matters we are required to state to

them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the company and the

company’s members as a body, for our audit work, for this report, or for the opinions we

have formed.

Ben Morphet (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

Birmingham

24 March 2026

65

Financial Statements

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Governance

Strategic Report

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Consolidated Income Statement

for the year ended 31 December 2025

Note

2025

£’000

2024*

£’000

Insurance revenue

36,217

32,166

Benefits and reward revenue

10,900

10,277

Other income

98

136

Investment income

6

1,153

1,197

Revenue

5

48,368

43,776

Insurance service expenses

7

(18,678)

(16,915)

Net expenses from reinsurance contracts held

7

(66)

(79)

Benefits and reward expenses

5

(7,662)

(7,810)

Other expenses

(73)

(73)

Group administration expenses

(13,064)

(11,788)

Share based payment expenses

(388)

(202)

Unrealised gains on equity investments

176

123

Charitable donations

(122)

(100)

Expenses

(39,877)

(36,844)

Results of operating activities

8,491

6,932

Finance costs

(77)

(106)

Profit before tax from Continuing Operations

8,414

6,826

Taxation

10

(1,128)

(1,298)

Profit for the year from Continuing Operations

7,286

5,528

Discontinued Operations

Gain on disposal of Let’s Connect

–

1,167

Other owned benefits revenues

–

2,572

Other owned benefits costs

–

(2,837)

Taxation on Discontinued Operations

–

66

Profit for the year from Discontinued Operations

–

968

Profit for the year

7,286

6,496

*

Following the Group’s disposal of its entire issued share capital of Let’s Connect on 09 July 2024, Let’s Connect has been classified as a discontinued operation,

and the 2024 Figures have been stated in line with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations.

There is no other comprehensive income

for the year and, as a result, no statement

of comprehensive income has been

produced.

The profit for the year is attributable to

equity holders of Personal Group Holdings

Plc.

The accompanying policies and

notes form an integral part of these

financial statements.

66

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Financial Statements

Governance

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

The accompanying policies and

notes form an integral part of these

financial statements.

Basic EPS

Pence

Pence

From Continuing Operations

11

23.3

17.7

From Discontinued Operations

11

-

3.1

Total Basic EPS

23.3

20.8

Diluted EPS

Pence

Pence

From Continuing Operations

11

22.1

17.1

From Discontinued Operations

11

-

3.0

Total Diluted EPS

22.1

20.1

67

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Financial Statements

Governance

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Note

2025

£’000

2024

£’000

ASSETS

Non-current assets

Goodwill

13

2,684

2,684

Intangible assets

14

5,199

4,854

Property, plant and equipment

15

3,959

4,479

11,842

12,017

Current assets

Financial assets

16

5,721

9,912

Trade and other receivables

17

13,914

9,994

Cash and cash equivalents

18

25,011

19,060

Current tax assets

870

304

45,516

39,270

Total assets

57,358

51,287

Consolidated Balance Sheet

at 31 December 2025

The accompanying policies and

notes form an integral part of these

financial statements.

68

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Financial Statements

Governance

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

The accompanying policies and

notes form an integral part of these

financial statements.

Note

2025

£’000

2024

£’000

EQUITY

Equity attributable to equity holders of Personal Group Holdings Plc

Share capital

19

1,563

1,562

Share premium

19

1,134

1,134

Capital redemption reserve

24

24

Share based payments reserve

704

495

Other reserve

(32)

(27)

Profit and loss reserve

33,420

31,652

Total equity

36,813

34,840

LIABILITIES

Non-current liabilities

Deferred tax liabilities

20

1,056

1,158

Trade and other payables

21

106

343

1,162

1,501

Current liabilities

Trade and other payables

21

18,477

14,052

Reinsurance contracts held

2

5

Insurance contract liabilities

22

904

889

19,383

14,946

Total liabilities

20,545

16,447

Total equity and liabilities

57,358

51,287

The financial statements were approved by the Board on 24 March 2026.

S Mace

P Brown (née Constant)

Chief Financial Officer

Chief Executive

Company number: 3194991

69

Personal Group Holdings Plc

| Annual Report and Accounts 2025

Overview

Strategic Report

Financial Statements

Governance

Docusign Envelope ID: AC4373D5-9AF9-4A59-807B-DBFB2A9F8C05

Equity attributable to equity holders of Personal Group Holdings Plc

Share capital

£’000

Capital

redemption

reserve

£’000

Share premium

£’000

Share based

payment

reserve

£’000

Other reserve

£’000

Profit and loss

reserve

£’000

Total equity

£’000

Balance as at 1 January 2025

1,562

24

1,134

495

(27)

31,652

34,840

Dividends paid

–

–

–

–

–

(5,689)

(5,689)

Employee share-based compensation

–

–

–

366

–

22

388

Proceeds of SIP* share sales

–

–

–

–

–

17

17

Cost of SIP shares sold

–

–

–

–

24

(24)

–

Cost of SIP shares purchased

–

–

–

–

(29)

–

(29)

Clearance of SBP Reserve for Lapsed Options

1

–

–

(157)

–

156

–

Transactions with owners

1

–

–

209

(5)

(5,518)

(5,313)

Profit for the year

–

–

–

–

–

7,286

7,286

Balance as at 31 December 2025

1,563

24

1,134

704

(32)

33,420

36,813

Balance as at 1 January 2024

1,562

24

1,134

513

(36)

28,798

31,995

Dividends paid

–

–

–

–

–

(3,857)

(3,857)

Employee share-based compensation

–

–

–

178

–

24

202

Proceeds of SIP* share sales

–

–

–

–

–

86

86

Cost of SIP shares sold

–

–

–

–

91

(91)

–

Cost of SIP shares purchased

–

–

–

–

(82)

–

(82)

Clearance of SBP Reserve for Lapsed Options

–

–

–

(196)

–

196

–

Transactions with owners

–