Strengthened
platform for
future growth
PayPoint Plc Annual Report 2026
Annual Report 2026
Read more on page 08
For more information go to
paypointbusiness.com/corporate
Record profits delivered
and reorganisation
to deliver future growth
We are reporting a year of record profits and
shareholder returns delivered against the
background of a generally weak economy,
low consumer confidence and some specific
business headwinds faced through the
course of the year.
The business has continued to operate with
strong operational, cost control and capital
allocation discipline, resulting in tight
control of costs throughout the business
and a total return of over £90 million to
shareholders from a combination of share
buybacks, ordinary and special dividends.
As announced on 30 March 2026, the
Board has taken the decision to establish a
strengthened foundation to our next stage
of growth through simplifying the business
into four business units: Network Services,
Digital Payments and Open Banking,
Love2shop and Merchant Services.
Overview
01
PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Contents
Strategic report
01 Financial highlights
02 Performance overview
03 Divisional highlights
04 PayPoint Group at a glance
08 Chief Executive’s review
22 Investment case
23 Market overview
24 Our business model
26 Key performance indicators
28 Responsible business
54 Risk management
56 Principal risks and uncertainties
62 Viability statement
64 Financial review
Governance
70 Introduction to the Corporate Governance
Report from the Chair
71 Corporate Governance statement
72 Board of Directors
74 Executive Committee and Board
76 Corporate Governance Report
79 Corporate Governance Framework
80 Division of roles and responsibilities
81 Board activities
82 Induction and training
83 Performance evaluation of the PayPoint Board
and its Committees
84 Nomination Committee Report
86 Audit Committee Report
94 Directors’ Remuneration Report
114 Directors’ Report
117 Statement of Directors’ responsibilities
Financial statements
118 Independent auditors’ report
124 Consolidated statement of profit or loss
125 Consolidated statement of comprehensive
income
126 Consolidated statement of financial position
127 Consolidated statement of changes in equity
128 Consolidated statement of cash flows
129 Company statement of financial position
130 Company statement of changes in equity
131 Company statement of cash flows
132 Notes to the financial statements
168 Officers and professional advisers
Financial highlights
Revenue
£337.0m
+8.5%
(FY25: £310.7m
6
)
Net corporate debt
4
£132.5m
+36.0%
(FY25: £97.4m)
Net revenue
1
£190.8m
+1.7%
(FY25: £187.7m)
Underlying profit
before tax
3
£69.0m
+1.5%
(FY25: £68.0m)
Underlying
EBITDA
2
£92.0m
+2.2%
(FY25: £90.0m)
Profit before tax
£55.5m
+ 111.0%
(FY25: £26.3m)
Diluted earnings
per share
58.4p
+122.1%
(FY25: 26.3p)
Diluted underlying
earnings per share
5
73.6p
+6.5%
(FY25: 69.1p)
1 Net revenue is an alternative performance measure. Refer to note 4 to the financial statements for a
reconciliation to underlying revenue.
2 Underlying EBITDA (EBITDA before exceptional items and net movement in convertible loan notes and
other investments) is an alternative performance measure. Refer to the Financial review for a reconciliation
to profit before tax.
3 Underlying profit before tax (profit before tax excluding adjusting items) is an alternative performance
measure. Refer to the Financial review for a reconciliation to profit before tax.
4 Net corporate debt (excluding IFRS 16 liabilities) is an alternative performance measure. Refer to note 1 to
the financial statements for a reconciliation to cash and cash equivalents.
5 Diluted underlying earnings per share is an alternative performance measure. Refer to note 1 and 11 to the
financial statements.
6 Prior year statutory revenue is reported net of a £14.2 million exceptional deduction related to a claim
settlement.
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02
PayPoint Plc Annual Report 2026
Performance overview
Historical divisional performance
Shopping
Net revenue
£66.3m
+1.7%
(FY25: £65.2m)
Payments
and Banking
Net revenue
£55.4m
+1.8%
(FY25: £54.4m)
£
E-commerce
Net revenue
£15.6m
-4.9%
(FY25: £16.4m)
Love2shop
Net revenue
£53.5m
+3.5%
(FY25: £51.7m)
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03
PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
£
Shopping E-commerce Payments
and Banking
Love2shop
• Service Fee – service fee net revenue
increased by 8.7% to £23.7m, driven
by a slight increase in the number of
revenue-generating PayPoint One/
Mini sites and the annual RPI service
fee increase
• PayPoint BankLocal – successful
launch for cash deposits with Lloyds
and Nationwide, with over £47m in
deposits processed and c.£3m weekly
run rate achieved by end of FY26
• Cards – net revenue decreased
by 2.5% overall to £31.6 million;
enhancements to merchant
proposition over the year, including
Tap to Pay, delivery of real-time data
insights; strong progress in Merchant
Rentals, with launch of FreedomPay
partnership; £33m of funding via
Business Finance, +39% YOY
• FMCG – 40 brand campaigns delivered
in the year for major consumer brands,
with over 1.1m vouchers issued and
over £80k paid out to retailers through
our Retailer Rewards Programme
• ATMs – net revenue decreased by
2.6% to £7.6 million. Visa, Mastercard
and International Card acceptance has
now been enabled for rollout in FY27
• Net Revenue – decreased by 4.9% to
£15.6 million, with continued strong
momentum from Royal Mail balanced
by the impact of the InPost/Yodel
commercial reset early in the year
• Royal Mail strategic partnership –
8,500 sites now live with Royal Mail
services and the Royal Mail Shop
brand, including 3,000 live for over the
counter services enabling consumers
to buy postage in store as well as
collect, send and return parcels.
• Carrier Partnerships – detailed
individual carrier planning and network
development, including expansion of
store network underway for Amazon
from 7k to 9k locations enabling
increased volumes and OOH demand
• Collect+ Network and Volumes –
consolidation of network at 14,076
sites and investment to enhance
performance, compliance and
consumer experience; Collect+
parcel transactions grew by 1.5%
to 135.4 million
• InPost/Yodel – new 3-year agreement
signed in H1 FY26, resetting
commercial relationship with c.4,000
sites live for PUDO services
• MultiPay – continued growth through
platform with net revenue increasing
by 17.9% to £7.9m
• Housing – strong market position
established in the sector, with new
contract wins with Peabody and
Flagship Housing and Open Banking
services now live with Thirteen Group,
RHP, Gloucester City Homes and
Orwell Housing
• Open Banking – positive growth
within PayPoint business, including
wins secured with the Department
for Work and Pensions, AccessPay,
Gousto and the Insolvency Service
for Confirmation of Payee and Pay
by Bank
• obconnect – improved performance in
H2 FY26 vs. first half of the year and
contributing £4.4m net revenue. The
Group has also completed the buyout
of the obconnect founders, with the
business becoming a wholly owned
subsidiary of PayPoint
• Cash through to digital – positive
growth in eMoneyproposition, with net
revenue increased by 4.4% to £7.1m
and strong growth in neobank cash
deposits to over £720m
• Love2shop – strong performance
with net revenue increased by 3.5% to
£53.5 million and billings increased by
5.0% to £385.8 million
• Love2shop Business – positive
performance, with billings increased
by 4.9% at £182m, driven by strong
growth and retention in core client
accounts and a focus on high-margin
Love2shop proprietary products
• In-store – strong growth in billings via
partnership with InComm Payments
to £13.5m with expanded distribution
and product innovation. Love2shop
physical gift cards are now on sale
in over 8,000 locations and first to
market delivered in the year with the
launch of a digital Mastercard in-store
• Prepayment – Park Christmas Savings
delivered a solid performance for the
2025 season with billings at £164.4
million. Good progress delivered in
year on enhancing our offer, including
multiple campaigns and actions to
strengthen our Agent proposition
• E-commerce – migration completed
to new e-commerce platform, phasing
out highstreetvouchers.com and
harmonising Love2shop brand leading
to the benefits of a single brand
domain, increased brand presence and
greater consumer awareness in both
B2B and B2C channels
• New redemption partners – new
partners onboarded in the year, including
Moonpig, Body Shop and Moss
Divisional highlights
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04
PayPoint Plc Annual Report 2026
Read more on page 28
PayPoint Group is a leading UK listed technology, payments and services business, operating critical
national infrastructure that supports millions of consumer and business transactions every day.
Organised around four scaled business units, the Group delivers community services, digital payments,
rewards, gifting and merchant payment solutions that make millions of people’s lives a little easier.
Our vision
What we aim to achieve
First-time delivery of
outstanding technology, payments
and services to our customers.
Delivering positive
outcomes for all our
stakeholders.
Creating a dynamic
place to work for
our people.
PayPoint Group at a glance
Our purpose
Why we exist
Our values
How we bring our vision to life
Good colleague
Accountable
Results focusedAmbitious
Collaborative Can do
ESG
Creating long-term value for all our stakeholders
We are committed to delivering sustainable, essential services that have a positive impact on our customers, UK communities and the world we live in.
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05
PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
05
PayPoint Plc Annual Report 2026
Following our reorganisation, PayPoint now operates through four clearly defined
business units, each with dedicated leadership, operating models and growth priorities.
PayPoint Group
in numbers
Delivering essential community
services through a fully
integrated retailer network of
over 30,000 convenience stores,
including banking services
for consumers and SMEs,
parcel services, government
services and bill payments,
alongside digital and consumer
engagement solutions
Network Services Digital Payments
& Open Banking
Love2shop Merchant Services
A high-growth, technology
led platform combining digital
payments, Open Banking
and real time data services,
enabling secure payment, funds
disbursement and data sharing
solutions for organisations
across housing, government,
utilities and financial services
The UK’s leading rewards,
gifting and prepaid savings
platform, providing employee
reward and recognition,
customer engagement,
consumer gifting and savings
solutions through both digital
and physical channels
Delivering merchant payment
solutions, terminal rentals and
business finance to thousands
of businesses across the
UK, with a strategic focus
on supporting sustainable,
profitable growth for SMBs
and mid-market merchants.
What we do
• Love2shop Business –
rewards and engagement
• Prepaid savings –
Christmas and other events
• In-store gift card distribution
• Gift card platforms and
e-code distribution
What we do
• Banking services
(Consumer & SME)
• Parcels
• Government services
& bill payments
• Digital and
engagement platform
What we do
• Multichannel payments (A2A,
Cards, Direct Debit, Cash)
• Funds disbursement (FPS,
Direct Credit, Cash)
• Corporate Confirmation
of Payee
• Open Banking Infrastructure
• Data Sharing Ecosystems
What we do
• Point of Sale and online
card acquiring
• Terminal rentals
• Business Finance
via YouLend
Read more on page 12 Read more on page 14 Read more on page 16 Read more on page 18
Who we work with
Who we work with
Who we work with Who we work with
Our business units
PayPoint sites
30,872
Collect+ sites
14,076
Parcel transactions
135.4m
Neobank cash deposit
processed value
£720m
Retailer partner
and SMB locations
65,488
PayPoint
Trustpilot score
4.6/5
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06
PayPoint Plc Annual Report 2026
Love2shop page 16
Corporate Rewards
and Recognition
Love2shop serves thousands of
corporates with employee reward
and recognition programmes
Network Services page 12
Love2shop page 16
Consumer
Gifting In-Store
Love2shop physical gift cards are
now sold in over 8,000 locations
across major retailers in the UK
Merchant Services page 18
Parcel Services
8,500 sites live with Royal Mail
services, enabling consumers to
collect, send and return parcels, as
well as buy postage in store
Making people’s lives a little easier with
our technology, services and products
PayPoint Group in action
Business Finance
Over £33m of funding provided to SMB
merchants via our partnership with
YouLend in FY26
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
07
PayPoint Plc Annual Report 2026
Open Banking
Infrastructure
We provide a secure, resilient
SaaS data-sharing platform for
national operators, regulated
firms and corporates
Merchant Services page 18
Point of Sale
Payments
We support over 28k merchants to
help their business grow with card
payment services
Network Services page 12
Local Banking
Convenient consumer cash
deposits for major High St Banks
in over 30,000 PayPoint locations
Digital Payments &
Open Banking page 14
Digital Payments &
Open Banking page 14
Network Services Digital Payments and Open Banking Love2shop Merchant Services
Confirmation
of Payee (CoP)
We enable CoP services for major
organisations like AccessPay, Gousto
and DWP
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08
PayPoint Plc Annual Report 2026
Delivering
growth
and strong
shareholder
returns
We are reporting a year of
record profits and shareholder
returns delivered against
the background of a generally
weak economy, low consumer
confidence and some specific
business headwinds faced
through the course of
the year.”
Nick Wiles
Chief Executive
Record profits delivered and
strong progress on delivery
of key growth projects.
Chief Executive’s review
These results have been achieved through a
combination of a resilient performance from the
underlying business, encouraging new business
growth in a number of key areas, including Open
Banking and digital payments, FMCG, business
lending, key wins in the housing association
sector, and strong progress in the delivery of our
three growth projects: the launch of PayPoint
BankLocal, our strategic partnership with Royal
Mail and the acceleration of our Love2shop
partnership with InComm Payments.
The business has continued to operate with strong
operational, cost and capital allocation discipline,
resulting in robust control of costs throughout
the business and a total return of over £90 million
to shareholders from a combination of share
buybacks, ordinary and special dividends.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
1. 2. 3.
Launch of Royal Mail Shop
and strategic investment
in Collect+ by Royal Mail
As announced on 30 September 2025,
International Distribution Services (IDS), owner
of Royal Mail, completed a strategic investment in
Collect+ to take a 49% ownership share, with an
investment of £43.9 million, valuing the Collect+
business at £90 million.
The Collect+ business has seen strong growth
over the past 5 years as we have established it
as the leading open Out of Home (OOH) store
network in the UK. Currently, Collect+ has a
network of over 14,000 OOH locations in the UK,
of which c. 8,500 offer Royal Mail collect, send
and return parcel services today. As part of this
partnership, these sites have now been upgraded
with Royal Mail Shop branding and over 3,000 have
the ability to deliver Royal Mail over the counter
services, enabling customers to buy postage in
store. Over the next 12 months the intention is to
expand the rollout of Royal Mail over the counter
services through the network, including the launch
of self-service kiosks.
Establishing this partnership is important to
the next stage of growth for Collect+ and its
positioning as the leading OOH store network
in the UK. As an open network, Collect+ will
continue to work closely with the carrier partners
with whom it has well-established relationships
to support the increasing consumer adoption of
OOH services across the UK and to invest in the
technology and training required to deliver an
outstanding consumer experience.
Launch of PayPoint
BankLocal with the
Lloyds Banking Group
On 26 August 2025, we launched our BankLocal service
enabling consumer cash deposits via app for customers of
Lloyds, Halifax and Bank of Scotland across our extensive
network of over 30,000 locations. This successful launch
was supported by a business-wide effort to prepare and
train our retailer partners to deliver this vital new service,
with over 240,000 direct communications delivered, over
4,000 store visits completed and a Trustpilot score of
4.9/5 achieved from retailer feedback. The service has
been adopted rapidly by customers, with over £47 million
of deposits processed since launch, with the weekly cash
deposit run rate growing to c.£3 million by the end of FY26.
Further proactive consumer marketing activity is now
underway by our partner banks to drive greater awareness
of the service.
On 30 September 2025, we enhanced this service further
with over 3,000 sites launched for consumer cash deposits
via card, particularly targeted at customers who are not
digitally enabled. With over 40% of transactions taking
place before 9am and after 5pm, and c.25% of transactions
happening at weekends, this service has reinforced the vital
role that our leading retail network plays in providing a vast
range of essential services at the heart of communities
across the UK, for everything from banking, utility, parcel,
cash and government services.
In April 2026, Nationwide went live for the BankLocal
service, enabling cash deposits via card at over 3,000
sites. Plans are underway to enable more High St banks
for the service over the course of the next 6 months, with
an expansion of card deposit sites to 10,000 locations
planned during FY27 and an SME deposit solution also in
development for launch in FY28.
Love2shop
partnership with
InComm Payments
A key focus for Love2shop has been the
expansion of in-store distribution of Love2shop
physical gift cards across the UK, through the
PayPoint network and our partnership with
InComm Payments establishing a strong new
sales channel into major grocers and High
St brands. The partnership has delivered a
strong year on year performance, with sales of
Love2shop physical gift card billings growing by
313%. We have also delivered further progress
developing our retailer channels for Love2shop
gift cards, which has included an expansion to The
Range ahead of the key peak trading period. New
Love2shop gift cards are also now being rolled
out to further PayPoint retailer network locations,
leveraging the strength of the Love2shop brand
and reinforcing our expanded multichannel
strategy for Love2shop gift card sales across
digital and physical channels
This channel was further enhanced in early
2026 with the launch of the Love2shop digital
Mastercard, a market first enabling spend in store
via digital wallet and online.
Strong progress
on key growth
projects
Over the year, the
Group has delivered the
successful launch of
multiple projects that
enhance our consumer
proposition in several
areas of our business,
establish important
partnerships and
strengthen the long-
term prospects of the
business. Each of these
projects has required
detailed planning and
collaboration with our
partners and a business
wide effort to deliver.
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PayPoint Plc Annual Report 2026
Chief Executive’s review continued
Review by Division
Shopping Division
Net revenue
£66.3m
+1.7%
(FY25: £65.2m)
In Retail Services, it has been an
intensive period where we have focused
our efforts on supporting our retailer
partners to deliver more revenue from
PayPoint services and a business-wide
effort to deliver the major launches
of PayPoint BankLocal and Royal Mail
Shops in the first half.
Our new Store Growth Specialist team, launched
at the beginning of the financial year, had a
positive impact with retailers, driven by targeted
data and support. The learnings from the success
of this team have been directly factored into
our ‘growing retailer value’ strategy focused
on increasing revenue per store, improving
compliance, widening product penetration and
strengthening retailer capability, supported by
increasingly sophisticated data analytics.
Key focus areas in the year have been
merchandising new Love2shop physical gift
card units in over 2,000 sites ahead of the key
peak trading period and completing an extensive
training and merchandising programme for our
BankLocal and Royal Mail Shop rollouts. Over 4,000
site visits were completed in total, with positive
retailer partner feedback and successful launches
delivered for both services. In our FMCG consumer
engagement proposition, PayPoint Engage, 40
campaigns have been delivered for major consumer
brands, leveraging our PayPoint One platform,
advertising screens and vouchering capability, with
over 1.1 million vouchers issued and over £80k
paid out to retailers through our Retailer Rewards
programme. In ATMs, against the background of
continued declining market volumes, we are making
progress in optimising the performance of the ATM
estate through better operational management
and a greater focus on fewer, higher quality sites,
with support from our NoteMachine partnership.
In addition, we have now enabled Visa, Mastercard
and International Card acceptance for rollout
in FY27 as an important addition to our
ATM capabilities.
In Cards, there was an increasing recognition
through the year of the need to refocus strategy
and resources, and to move the business away
from the onboarding of low value merchants
to a focus on revenue rather than absolute
merchant estate growth. This will deliver a better
performance from the retention of the existing
merchant estate, growing higher value merchants,
and developing a strong mid-market proposition
with a dedicated team and leveraging our USP
of broader payment capabilities. Throughout the
year, we have made significant enhancements to
our merchant proposition, including an updated
terminal application enabling split bill and digital
receipt functionality and real-time transaction
data and Tap to Pay now live in our merchant
mobile app. In October 2025, we launched our
new e-comm product, in partnership with Global
Payments, including Pay By Link functionality
in the app and integration with major shopping
carts. In Merchant Rentals, the leading provider of
flexible financing and rental options for payment
terminals, we are targeting further growth driven
by major partnerships with FreedomPay and
Lloyds Bank. In particular, the new agreement
with FreedomPay, signed in December 2025,
underscores Merchant Rentals’ commitment to
supporting introducers and their clients with
innovative financing solutions. The partnership is
already yielding early positive results, delivering an
additional 1,000 live terminals. This relationship
represents significant growth for Merchant
Rentals and reinforces its position as a trusted
provider of flexible payment technology solutions.
In Business Finance, delivered in partnership with
YouLend, we continue to deliver strong results
with over £33 million in funding provided to
businesses over the past year and strong growth
demonstrated across the PayPoint and Handepay
estates. Plans are well underway to continue this
momentum and grow further in FY27.
E-commerce Division
£
Net revenue
£15.6m
-4.9%
(FY25: £16.4m)
In E-commerce, Collect+ parcel
transactions grew by 1.5% to 135.4
million (FY25: 133.4 million), with
continued strong momentum from
Royal Mail balanced by the impact of
the InPost/Yodel commercial reset
early in the year.
Overall, the second half of the year has proved
to be a consolidation period for the business,
following the commercial reset of our relationship
with InPost/Yodel and the ramp up of volumes
with Royal Mail. Collect+ today is well-established
as the leading Out of Home (OOH) store network
in the UK and, as an open network, we will
continue to work closely with our carrier partners
to support the increasing consumer adoption of
OOH services across the UK and identify new
opportunities for growth in the business.
As announced on 30 September 2025, Royal
Mail has taken a strategic investment in Collect+.
Over 8,500 sites offer Royal Mail collect, send
and return parcel services today. As part of
this partnership, these sites have now been
upgraded with Royal Mail Shop branding and
over 3,000 have the ability to deliver Royal Mail
over the counter services, enabling customers
to buy postage in store. Plans are underway to
pilot Royal Mail self-serve kiosks in selected
locations in H1. This partnership is important
to the next stage of growth for Collect+ and its
positioning as the leading OOH store network in
the UK, again enhancing our retailer and consumer
propositions delivering vital services at the heart
of communities across the UK.
In H1 FY26, we also signed a new 3-year
agreement with InPost/Yodel, resetting our
commercial relationship with c. 4,000 sites live for
Pick Up Drop Off (PUDO) services. With Amazon,
an expansion of the store network is underway,
growing from 7,000 to 9,000 locations to enable
increased volumes and consumer OOH demand.
We also continue to engage with our wider carrier
partner portfolio, focusing on volume growth and
driving further consumer adoption of OOH.
Payments and Banking Division
Net revenue
£55.4m
+1.8%
(FY25: £54.4m)
In Payments & Banking, our integrated
digital payments platform, MultiPay,
continues to establish itself as a
comprehensive payment solution for
clients across card processing, Open
Banking, direct debit and cash, with net
revenue growth of 17.9% year on year.
We have now established a strong market position
in the Housing sector, securing further wins in the
year with Peabody and Flagship Housing and Open
Banking services now live with Thirteen Group, RHP,
Gloucester City Homes and Orwell Housing. There
has been a strong focus in the year on increasing
opportunities to cross-sell payments services
within our existing client base, leveraging our wider
multichannel payments platform and Open Banking
capabilities. Our Open Banking solutions are
unlocking further pipeline opportunities, supporting
major clients with cheque replacement solutions via
our PayPoint OpenPay service.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
In Open Banking, we have made further progress
in executing our strategy and leveraging our
extensive capabilities. In PayPoint, we are focused
on winning business with both new and existing
clients delivering Open Banking services and
payments channels, all enabled by obconnect
and Aperidata, with 26 new client services live in
the year, including the Department for Work and
Pensions, AccessPay, Gousto and the Insolvency
Service for Confirmation of Payee. A recently
announced partnership with Raidiam and the
Retail Energy Code Company (RECCo) will see the
business providing a consent framework for the
UK energy industry to securely share smart meter
data controlled by the consent of end-customers.
In addition, as a founding member of the UK
Payments Initiative, PayPoint is closely involved
in the rollout of account-to-account (A2A)
payments in the UK, including exploring how these
services can be made available in-store to support
inclusive access for all customers.
The obconnect business delivered an improved
performance in H2 FY26 vs. the first half of the
year, contributing £4.4 million net revenue for
the year. The business successfully launched
Verification of Payee (VoP) in France, Germany,
Belgium, Spain, and Ireland with international bank
SMBC and global payments companies PaySafe
and PagoNXT – part of Groupo Santander and
delivered new wins to provide ASPSP services
for both the UK and EU (Berlin Group) for SMBC.
We have also developed a new Corporate API
proposition based on our experience of operating
trust frameworks. This service is expected to be
useful to any organisation needing to manage
secure connectivity to a large number of 3rd
parties and is currently being implemented for
SMBC. In addition, the business won an Open
Banking payments contract with TSB to enable
customers to pay off credit card balances, and in
New Zealand, we have supported Get Verified with
the launch of a portal and API to allow fintechs to
perform Confirmation of Payee requests, as well as
continuing to onboard new banks as participants
to the New Zealand scheme. The Group has also
completed the buyout of the obconnect founders,
with the business becoming a wholly owned
subsidiary of PayPoint.
In our cash through to digital category, we rolled
out new display units to a further 2,000 sites
ahead of the key peak trading period, combining
our leading portfolio of consumer brands,
including Amazon, Netflix, Deliveroo and Uber, with
physical Love2shop gift cards in store. We intend
to expand further the number of stores offering
Love2shop physical gift cards and our digital Pin
on Receipt brands over the course of FY27, as
well as working with our partners to drive further
consumer awareness of our digital voucher range
across the network. Plans are underway in the
current year to further increase retailer adoption
and consumer awareness of these services to
capture the significant opportunity in this area.
In addition, our existing neobank cash deposit
service processed over £720 million of deposits
in the year, complementing our new PayPoint
BankLocal service for High St banks.
In Cash, legacy energy bill payments net revenue
decreased by 12.0% for the year consistent with
our expectations. Over the year, the energy price
cap, updated by Ofgem on a quarterly basis, was
set for pre-pay customers at £1,803 for April to
June 2025, £1,672 for July to September 2025,
£1,707 for October to December 2025, and
£1,711 for January to March 2026.
Love2shop Division
Net revenue
£53.5m
+3.5%
(FY25: £51.7m)
Love2shop has delivered a positive
performance in FY26, with a strong
focus on growing billings, expanding
distribution channels and optimising
profitability with a focus on high-margin
Love2shop proprietary products.
As highlighted in H1 FY26, the strong
performance in the second half of the year has
reflected the anticipated benefit of the timing of
revenue recognition. This is expected to normalise
in FY27 with a more balanced contribution
between the two halves.
We have delivered a continued strong performance
in the expansion of our physical gift card
distribution channels, with growth in billings to
£13.5 million (FY25: £3.8 million). Our partnership
with Incomm Payments continues to deliver strong
growth with expanded distribution and product
innovation. New Love2shop gift cards are also now
being rolled out to further PayPoint retailer network
locations, leveraging the strength of the Love2shop
brand and reinforcing our expanded multichannel
strategy for Love2shop gift card sales across digital
and physical channels. Love2shop physical gift
cards are now sold in over 8,000 locations and a
first to market was delivered in the year with the
launch of a digital Mastercard in-store. Plans are
already underway to increase our High St footprint,
to support in-year and seasonal promotions, along
with further rollout of Love2shop gift cards to
PayPoint retailer network locations. In Love2shop
Business, we delivered a positive performance
with billings increased by 4.9% at £182.0 million
(FY25: £173.5 million), driven by strong growth and
retention in core client accounts and a focus on
high-margin Love2shop proprietary products. We
are also leveraging AI across the business to better
drive and target marketing engagement and new
campaigns, with positive early results contributing
to new business pipelines.
In Prepayments, Park Christmas Savings delivered
a solid performance for the 2025 season with
billings at £164.4 million (FY25: £163.0 million).
Good progress was delivered in year on enhancing
our offer, including multiple campaigns and actions
to strengthen our Agent proposition, the launch
of Agent Perks and a new Agent App with over
17,000 downloads, improved average order value
for returning direct savers, and a more premium
fulfilment experience and packaging for customers
receiving orders. The platform has now been
established to support proposition expansion into
new savings occasions, launching in H1 FY27.
In our E-commerce business, the migration was
completed to a new e-commerce platform,
phasing out highstreetvouchers.com and
harmonising the Love2shop brand leading to the
benefits of a single brand domain, increased brand
presence and greater consumer awareness in both
B2B and B2C channels.
In gift card platforms, we have signed a new
agreement with Vanquis Bank to provide an eGift
card mall which can be exclusively accessed
through their new app supporting their customer
loyalty and acquisition strategy.
Business
reorganisation
As announced on 30 March 2026, the Board has
taken the decision to establish a strengthened
foundation to our next stage of growth through
simplifying the business into four business
units: Network Services, Digital Payments
and Open Banking, Love2shop and Merchant
Services. The internal organisational steps
to enable these changes are already well
underway and will result in a number of these
businesses operating in a fundamentally
different way, enabling greater performance
ownership, a better harnessing of the Group’s
collective capabilities, strengthened execution
and the unlocking of cost savings to support
reallocation of investment into key growth
areas. Together, these actions will enable a more
accountable operating culture with a greater
focus on maximising the growth opportunities in
the business.
The reorganisation establishes the
platform to deliver 5-8% net revenue
growth per annum and the foundation for
continued strong shareholder returns:
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PayPoint Plc Annual Report 2026
Chief Executive’s review continued
Network Services
Delivering a
comprehensive
community services proposition
through a fully integrated
retailer network.
Network Services will move to a unified
operating model organised across four
regions, enabling better support to our UK
wide network of over 30,000 convenience
stores, and underpinning a ‘growing retailer
value’ strategy focused on increasing revenue
per store, improving compliance, widening
product penetration and strengthening
retailer capability, supported by increasingly
sophisticated data analytics.
Having established the highest quality and most
comprehensive network in the UK, our future strategy will
be to drive network performance through better store
compliance and service delivery, driving higher consumer
footfall and adoption of the full range of PayPoint services
across our retailer estate. This will reduce the emphasis
on estate growth and place a greater focus on network
performance and services adoption. The key services for
this business unit are banking services (consumer and SME),
parcels, government services and bill payments, and our
digital & engagement platform (FMCG and digital vouchers).
The business will be organised into Field Services and a Retail
Service Hub, operating in a truly integrated structure across
four geographical regions. This will deliver clearer ownership,
improved coordination between field and hub, and a more
efficient operating model.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
The key priorities for FY27 are:
1.
Launch new ‘growing
retailer value’ strategy
and operating model
Deliver successful launch of unified
operating model organised across four
regions, enabling better support to our UK
wide network of over 30,000 convenience
stores. Focus on increasing revenue per
store, improving compliance, widening
product penetration and strengthening
retailer capability, supported by increasingly
sophisticated data analytics.
2.
Drive growth and
expansion of PayPoint
BankLocal and Parcels
Build on growth delivered in FY26 for
PayPoint BankLocal, with over £47 million of
deposits processed since launch, enabling
more High St banks for the service over
the course of the next 6 months, with an
expansion of card deposit sites to 10,000
locations planned during FY27 and an SME
deposit solution also in development for
launch in FY28. In Parcels, continue to build
on strong momentum established with Royal
Mail, maximise our opportunities with each
of our carrier partners, and develop new
relationships with a focus on volume growth
and driving further consumer adoption
of OOH.
3.
Grow digital and
engagement category
Drive adoption and grow net revenue in digital
vouchers, leveraging our leading portfolio of
consumer brands, including Amazon, Netflix,
Deliveroo and Uber, combined with physical
Love2shop gift cards in store. Deliver new
business wins and expansion of our FMCG
brand campaign solutions, leveraging our
in-store technology platform, advertising
screens and vouchering capability.
Launch of unified operating model
organised across four regions,
enabling better support to our
UK wide network of over 30,000
convenience stores.
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PayPoint Plc Annual Report 2026
Chief Executive’s review continued
Digital Payments and Open Banking
A technology
platform
combining digital payments,
Open Banking and real-time
credit scoring delivering high
rates of revenue growth.
In bringing together our digital payments,
Open Banking and real-time credit bureau
capabilities under a single management
and operating structure, we will bring the
necessary focus to accelerate new business
growth, maximise the value of this unique
technology platform and support closer
integration across the Group.
The Digital Payments and Open Banking business is a
technology-led suite of complementary services
consisting of:
– Digital payments platform – enabling secure
payment and funds disbursement journeys for major
organisations across housing, government, utilities
and financial services with multiple payment methods
(Open Banking, cards, direct debit and cash) and with
multiple channels (web, app, voice, messaging and
embedded/API).
– SaaS data-sharing platform – providing a secure
and resilient network for national operators, regulated
firms and corporates for Open Banking, Confirmation
of Payee and other open data sharing initiatives. This
technology powers GetVerified’s CoP ecosystem in
New Zealand and has enabled over 50 organisations
to participate in Open Banking, CoP and VoP in the UK,
Europe and New Zealand.
– Real-time credit reference and transaction
analytics – powered by Open Banking and AI,
to deliver instant high-quality credit, lending and
vulnerability assessments for regulated firms.
This unified business structure will better enable the future
development of these products and an acceleration of new
business growth, through cross-selling into the existing
PayPoint client base, leveraging frameworks such as the
Crown Commercial Service and both scaling and integrating
obconnect into the PayPoint business, while retaining and
deepening relationships with our extensive payment services
client portfolio.
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PayPoint Plc Annual Report 2026
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The key priorities for FY27 are:
1.
Deliver further product
innovation and new
business wins in
obconnect
Focus on growing our ASPSP business,
targeting organisations who have not
joined, but would now benefit, such as
building societies, as well as existing
ASPSPs who are experiencing challenges
with existing solutions. Develop A2A
payments offering and expanding
jurisdictions wishing to replicate success
in New Zealand with Get Verified. Continue
to win CoP and VoP business as these
markets mature and participants look to
the market for more cost-effective and
reliable software.
2.
Accelerate new business
growth and upsell
opportunities to existing
clients in PayPoint
Build on positive momentum in Housing
and Open Banking, packaging obconnect’s
services with other relevant PayPoint
payment capabilities to create richer
solutions for key markets. Leverage our
wider digital payments and Open Banking
capabilities to drive further sales growth
within PayPoint’s extensive existing client
base, building on wins delivered over the
past 12 months.
3.
Develop key technology
partnerships and
collaborations
Focus on developing key technology
partnerships and collaborations to
selectively distribute our payments,
Open Banking and transaction analytics
capabilities through partners in new market
sectors, including our recent partnership
with Raidiam and the Retail Energy Code
Company (RECCo) to provide a consent
framework for the UK energy industry to
securely share smart meter data controlled
by the consent of end-customers.
This unified business structure
will better enable the future
development of these products
and an acceleration of new
business growth.
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PayPoint Plc Annual Report 2026
Chief Executive’s review continued
Love2shop
Growing
both new and repeat business
and improving customer
retention across core business
and consumer customers.
In Love2shop, our focus remains on upgrading
and enhancing our technology platform
and product capabilities, broadening our
distribution channels and maximising the
lifetime value of billings in each channel.
In growing the topline billings across each
distribution channel, the focus is increasingly
on the necessary commercial and financial
disciplines to ensure the product mix as a
whole is proactively managed to maximise
billings, revenue and margin. Applying these
disciplines is essential to delivering sustained
growth in product lifetime value and quality
of earnings. There will be a continued focus
on new business growth and leveraging AI
to improve marketing insight, strengthening
our go-to-market strategy in Love2shop
Business, along with the expansion of our
prepaid savings proposition. There also
remain significant opportunities to integrate
Love2shop more efficiently across the wider
PayPoint Group and client base.
Love2shop is now the UK-leading rewards, engagement
and prepaid savings platform, serving corporates, public
sector organisations and consumers with the widest range
of multi-retailer gift cards and vouchers in both digital and
physical formats. Its services support employee reward and
recognition, customer acquisition and government support
programs, as well as direct-to-consumer gifting and savings
solutions. Love2shop offers consumers and corporates the
widest choice of both digital and physical gift card products
and the largest range of redemption partners.
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PayPoint Plc Annual Report 2026
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The key priorities for FY27 are:
1.
Grow new and repeat
business
Focus on increasing new, repeat, and
sustainable business by improving customer
retention across core business and
consumer customers. Prioritise quality of
revenue over volume growth, and maximise
the capability of a developing and enhanced
digital marketing ecosystem.
2.
Maximise the new
Love2shop digital
platform
Build on a single Love2shop brand and
website to improve customer experience
and journeys, while delivering improved
marketing and conversion metrics. The
launch of our new digital unified front-end
in April 2026, alongside our earlier release
of an Apple/Google wallet-enabled digital
gift card, has materially elevated the digital
footprint of the business, delivering the
benefits of a single brand domain, increased
brand presence and greater consumer
awareness in both B2B and B2C channels.
3.
Grow physical distribution
on the high street
Make it easier for customers to buy
across both digital and in-store channels.
Love2shop is now available in over 8,000
stores across major retail brands and the
PayPoint network, significantly increasing
Love2shop’s physical reach. Together
with our digital platform enhancement,
this demonstrates how Love2shop has
successfully evolved into a more integrated,
multi-channel gift card business.
In Love2shop, our focus remains on
upgrading and enhancing our technology
platform and product capabilities,
broadening our distribution channels
and maximising the lifetime value of
billings in each channel.
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PayPoint Plc Annual Report 2026
Chief Executive’s review continued
Merchant Services
Managing for value
in SMB and refocus
on midmarket growth in the card
acquiring business, combined with
partnership growth strategy in
Merchant Rentals and Business Finance.
The reset of our strategy in
Merchant Services reflects the
need to adapt and respond to the
changes in a highly competitive
card processing market, with a
focus on net revenue, improved
profitability and a merchant
estate managed for value rather
than a focus on estate growth.
We will also refocus our future
sales resource at growing in the
mid-market segment where we
believe our product and broader
range of payment capabilities
better positions the business for
longer term profitable growth.
These changes will complement
the growth opportunities in
both Merchant Rentals and our
Business Finance activities.
In the merchant card acquiring business, we have
a strong merchant network, supporting around
10,000 retailers within the PayPoint network and a
further 20,000 through Handepay. A fundamental
action in the business reset will be to make the
investment required to deliver better merchant
support and significantly improve merchant
retention. Plans are already underway to bring
retention and estate management activities
for the entire estate into a single management
structure. This will enable further leverage and
utilisation of our data analytics capability to better
anticipate merchant behaviours and support
retention conversations.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
The key priorities for FY27 are:
1.
Launch new go-to-
market strategy
Reset of strategy to focus on growing in the
mid-market segment, delivering improved
net revenue and profitability with a merchant
estate managed for value rather than a focus
on estate growth. Deliver better merchant
support and merchant retention, leveraging
enhanced data analytics capabilities.
2.
Build on positive
momentum in
Merchant Rentals
Deliver growth through major partnerships
with FreedomPay and Lloyds Bank,
growing number of live terminals and
reinforcing position as leading provider
of flexible financing and rental options
for payment terminals.
3.
Grow Business
Finance revenue
Drive continued momentum in Business
Finance, delivered in partnership with
YouLend, growing funding value to
merchants and net revenue.
The reset of our strategy in Merchant
Services reflects the need to adapt
and respond to the changes in a highly
competitive card processing market, with a
focus on net revenue, improved profitability
and a merchant estate managed for value
rather than a focus on estate growth.
In addition, we are planning a significant shift in
our merchant acquiring new business go-to-
market strategy. In the PayPoint estate, we
will continue to target growth, with greater
emphasis on supporting the onboarding and in
life management of the network, to ensure new
PayPoint merchants become high transacting and
profitable additions to the estate. In Handepay,
we will refocus our future sales resource at
growing in the higher value segment where we
believe our product and broader range of payment
capabilities better positions the business for
longer term profitable growth.
In Merchant Rentals, we are targeting further
growth driven by major partnerships with
FreedomPay and Lloyds Bank. In particular, the
new agreement with FreedomPay, signed in
December 2025, is already yielding early positive
results delivering an additional 1,000 live terminals.
This relationship represents significant growth for
Merchant Rentals and reinforces its position as a
trusted provider of flexible payment technology
solutions. In Business Finance, delivered in
partnership with YouLend, we continue to deliver
strong results with over £33 million in funding
provided to businesses over the past year and
strong growth demonstrated across the PayPoint
and Handepay estates. Plans are well underway
to continue this momentum and grow further
in FY27.
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PayPoint Plc Annual Report 2026
Chief Executive’s review continued
Update on claims against
PayPoint
On 7 May 2026, the Competition Appeal Tribunal
(‘CAT’) handed down its judgment concerning
the claim brought by Global-365 plc and Global
Prepaid Solutions Limited (‘G365’) against
PayPoint Plc and a number of its subsidiary
companies, PayPoint Collections Limited, PayPoint
Network Limited and PayPoint Retail Solutions
Limited (‘PayPoint’).
The CAT found PayPoint liable for an historical
infringement of competition law, which ceased in
2018, concerning certain contracts under which
it provided energy OTC prepayment services
and awarded damages of £169,334 plus interest
to G365 in respect of its ‘loss of a chance’ to
win contracts with a limited number of small
energy suppliers.
Importantly, the CAT’s findings confirm that
PayPoint’s past contracts with energy suppliers
were not a significant factor in G365’s lack
of success.
PayPoint remains committed to ensuring
its commercial practices meet all
regulatory requirements.
Outlook and Dividend
FY27 is a year of evolution for the business
with the reorganisation now underway driving
significant change throughout the Group and
strengthening the platform required to deliver
a net revenue target growth rate of 5-8%
per annum.
Our priorities in the first quarter have been
to: implement the announced organisational
changes; ensure minimal disruption to the trading
momentum in the business; and establish a strong
foundation to trading early in the year. Early
indications are that we have had a positive start to
the year with resilient underlying trading and some
encouraging new business wins.
In terms of profit balance for the current year, we
expect a greater weighting towards the second
half, reflecting both an accelerating contribution
from new business and the positive impact of
several of our seasonal businesses.
Overall, The Board remains confident in delivering
further progress, exceeding the underlying profits
achieved in FY26 and achieving results in line with
market expectations.
Nick Wiles
Chief Executive
10 June 2026
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PayPoint Plc Annual Report 2026
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The business reorganisation will drive
significant change in the Group during
FY27 and strengthens the platform to
deliver a net revenue target growth
rate of 5-8% per annum.
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PayPoint Plc Annual Report 2026
2.
Resilient, cash
generative
business
supporting
strong
shareholder
returns
Strong underlying cash
flows from a diversified
earnings base underpin
consistent dividends
and share buybacks,
with disciplined capital
allocation delivering
meaningful returns
to shareholders
3.
Multiple
growth drivers
complemented
by a unique
UK network
advantage
Growth opportunities
across four business
units are supported
by an unrivalled UK
convenience network
and deep, trusted
relationships with
retailers, SMBs, banks
and corporates
Strengthened
platform
targeting 5-8%
net revenue
growth pa
Our investment case
1.
Simplified,
focused Group
positioned for
sustainable
growth
The reorganisation into
four scaled business
units strengthens
accountability, execution
and capital allocation,
creating a clearer
operating model and
a stronger platform to
pursue higher return
growth opportunities
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Key market insights
Key market insights across our four business units.
Market overview
Network Services Digital Payments
& Open Banking
Love2shop Merchant Services
1 ACS Local Shop Report 2025.
2 Ofcom Post Monitoring Report 2024-25.
3 https://www.ons.gov.uk/businessindustryandtrade/retailindustry/timeseries/j4mc/drsi.
4 https://www.openbanking.org.uk.
5 UK Finance – UK Payments Market Summary 2025.
6 KPMG GCVA Market Reports – H1 and H2 2025.
Total UK convenience stores
50
,
486
UK Open Banking payments
351m
Total UK Card payments
31.1bn
Total UK Gift Card sales
£5.12bn
• The UK convenience sector
generated over £48.8 billion in sales
over the last year, and is forecast to
grow to over £53.7 billion by 2028.
There are 50,486 convenience stores
in the UK, an increase year on year
of 99 stores
1
.
• Latest available data from Ofcom
showed total UK parcel volumes
increased by 7.1% in 2024-25
2
to 4.2bn.
• According to the ONS, internet sales
as a percentage of total retail sales
grew year on year in 2025 to 27.5%,
up from 27.2% in 2024
3
.
• Open Banking payments in the UK
grew 57% year on year to 351m
payments in 2025
4
, with over 16
million active users
• According to the UK Finance
Payments Market Summary 2025
5
,
there were 4.9 billion payments made
by Direct Debit, with an overall value
of £1,486 million.
• By 2034, total payment volumes
in the UK are forecast to grow to
54.8bn, up from 48.8bn in 2024.
• Over £5.12bn
6
worth of gift cards
were sold in the UK in 2025, with
52% for B2B and 40% for B2C.
• Sales of digital gift cards grew by
26%, with multi-redemption gift
cards up 45% year on year
• Channel growth through gift card
malls in stores continued to build
considerably, reporting a 47%
increase year on year.
• According to the UK Finance
Payments Market Summary 2025
5
,
64% of all payments in the UK were
made using cards. This represented
31.1 billion payments in total.
• The number of contactless payments
made in the UK increased to 18.9
billion payments, representing 34%
of all card payments
• By 2034, card payments are forecast
to be 67% of total payments in
the UK.
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PayPoint Plc Annual Report 2026
How we deliver innovative technology,
payments and services
Read more on page 12 Read more on page 14 Read more on page 16 Read more on page 18
Our business model
How we create value
Our four business divisions
driving growth in the UK.
Delivering vital
community services for
millions of consumers
We deliver essential
community services through
our leading network of over
30,000 convenience stores,
helping consumers deposit
cash into their bank account,
pick up and send parcels,
pay bills and access a wide
portfolio of digital brands.
We deliver a technology
platform combining digital
payments, Open Banking
and real-time credit scoring,
enabling major service
organisations across a diverse
range of sectors to give their
customers payment choice.
We provide gifting, employee
engagement, consumer
incentive and prepaid savings
solutions to thousands of
consumers and businesses.
We provide Point of Sale
and online merchant payment
solutions, terminal rentals
and business finance that
support UK businesses
to grow.
Enabling digital
payments innovation
for major organisations
Providing gifting
and rewards for the
moments that matter
Delivering payment
solutions for SMBs
across the UK
Network Services Digital Payments
& Open Banking
Love2shop Merchant Services
Our purpose
is to deliver
innovative
technology,
payments and
services that
make millions
of people’s
lives a
little easier
every day.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Our
drivers
of success
The
value
we create
What makes our model work Delivered to our stakeholders
Unparalleled network of retailer partners and SMBs
• PayPoint operates an unrivalled nationwide network of over 30,000 convenience stores
and supports more than 65,000 retailer partner and SME locations across multiple sectors,
including food services, convenience retail, garages and hospitality.
• This unique combination of physical reach and local presence enables the delivery of essential
services directly into communities across the UK at scale.
Leading digital payments and Open Banking platform
• Our platform combines digital payments, Open Banking and API-led services, giving
clients and their customers choice in how to make and receive payments quickly, securely
and conveniently.
Broad and diversified client relationships
• We work with a diverse range of organisations, including banks, corporates, fintechs,
government bodies, retailers and consumer brands, delivering services across multiple sectors.
Through our four business units:
• Network Services delivers essential community services including banking, parcels, bill
payments and digital engagement
• Digital Payments & Open Banking provides technology-led payment and data services across
sectors such as housing, utilities and financial services
• Love2shop delivers rewards, gifting and prepaid savings solutions for businesses
and consumers
• Merchant Services supports SMEs with card acquiring, terminal rentals and business finance
• This breadth of relationships underpins resilient revenues and supports cross-selling
opportunities across the Group.
Cutting-edge technology and innovation
• We deliver innovative, scalable technology across the Group, from in-store technology that
supports retailer partners, to Open Banking, data-sharing and payments infrastructure for
enterprise clients. Our platform enables new payment methods, digital experiences and trusted
services to be deployed rapidly and at scale, bridging digital and physical channels.
Talented and committed people
• Our success is underpinned by a skilled, diverse and highly engaged workforce, combining
deep operational expertise with strong digital and technology capabilities across the Group.
range of industries.
Transactions
per year
657m
Retailer and
SMB locations
65,488
No. of employees
945
Final dividend
declared
20.0p
Population within
one mile
99.5%
Consumers
We serve millions of consumers every day, online and in-
store, helping them make payments and send/pick up parcels
through our digital payments platforms and extensive retailer
partner network.
Retailers and SMBs
We deliver vital community services that enhance the retailer
proposition and consumer experience, driving footfall, and new
commission opportunities for thousands of SMBs and retailers
across the UK.
Employees
We create a dynamic and innovative place to work for our
employees across the PayPoint Group.
Investors
We aim to deliver a sustainable and rewarding business model
and superior returns for our investors.
Local communities
We provide vital services to hundreds of communities across
the UK, at over 30,000 locations, with 99.5% of the population
living within one mile of a PayPoint location in urban areas.
Read more on page 28
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PayPoint Plc Annual Report 2026
Key performance indicators
The PayPoint Group has
identified the following
KPIs to measure
progress of business
performance:
Overall performance
Non-financial
Shareholder returns
Net revenue
(£ million)
£190.8m
+1.7%
FY26 190.8
FY25 187.7
FY24 181.0
Description, purpose and reference: Revenue from continuing
operations less commissions paid to retailers and Park Christmas
savings agents and costs where the Group is principal for SIM cards
and single retailer vouchers. This reflects the benefit attributable to
the Group’s performance eliminating pass-through costs and is an
important measure of the overall success of our strategy.
See Financial Review – page 64
See Financial Review – page 64
See Financial Review – page 64
Underlying EBITDA
(£ million)
£92.0m
+2.2%
FY26 92.0
FY25 90.0
FY24 81.3
Description, purpose and reference: This measures our earnings
before interest, tax, depreciation and amortisation, net movements
in convertible loan notes, and exceptional items. Underlying EBITDA
is an important measure as it is widely used by investors, analysts
and other interested parties to evaluate profitability of companies.
Underlying profit before tax
(profit before tax excluding adjusting items) (£ million)
£69.0m
+1.5%
FY26 69.0
FY25 68.0
FY24 61.7
Description, purpose and reference: Underlying profit before tax
(profit before tax excluding adjusting items), provides a measure
of the operational performance of the Group. This reflects the
rebalancing of the business towards growth opportunities, the
shift away from our legacy cash payments business and is an
important measure of the overall success of our strategy.
Net corporate debt
(£ million)
£132.5m
+36.0%
FY26 132.5
F Y25 97.4
F Y24 67.5
Description, purpose and reference: Net corporate debt
represents cash and cash equivalents excluding cash recognised
as clients’ funds, retailer partners’ deposits, and card and voucher
deposits, less amounts borrowed under financing facilities
(excluding IFRS 16 liabilities). This shows how the Group is utilising
its finance facilities to invest in growth, and is an important
measure of how the Group maintains a target leverage ratio of
around 1.2 to 1.5 times net debt/EBITDA.
See Financial Review – ‘Group statement of financial position’ on page 68
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
GHG emissions per employee
(Tonnes CO
2
e)
7.5
-27.9%
F Y26 7.5
FY25 10.1
FY24 9.4
Description, purpose and reference: Measures the green
house gas (GHG) emission for scope 1, 2 and 3 per employee.
This is recorded in accordance with the Companies Act 2006
(Strategic Report and Directors Report Regulations 2013).
See page 33 in the Strategic Report
Diluted underlying earnings per share
(pence)
73.6p
+6.5%
FY26 73.6
FY25 69.1
FY24 62.6
Description, purpose and reference: Diluted underlying earnings
per share (earnings from continuing operations excluding adjusting
items) divided by the weighted average number of ordinary shares
in issue during the year (including potentially dilutive ordinary shares).
Earnings per share is a measure of the profit attributable to each share.
See note 11 to the financial information on page 147
See Financial Review – ‘Group statement of financial position’ on page 68
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PayPoint Plc Annual Report 2026
How we operate
efficiently
and responsibly
We hold ourselves accountable for delivering
positive outcomes for all of our stakeholders
through the implementation of a meaningful
ESG strategy and measures.
The PayPoint Group has always
had ESG at its core, particularly
given the diverse range of
stakeholders and customers
that we serve, as well as the
important role that we play at
the heart of communities across
the UK. Central to this is our
purpose of ‘making people’s
lives a little easier’ and how we
deliver innovative, sustainable
services and value for all
our stakeholders.
During the year we continued to make progress
towards our targets of delivering net-zero in our
own operations by 2030 and net-zero across our
entire value chain by 2040. We were pleased to
achieve groupwide ISO14001 certification, have
maintained green energy supply across all our office
locations, and continue to make small improvements
to further reduce energy consumption.
Responsible business
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Anti-bribery
& corruption
Waste
management
Our people
Transparency
Diversity
& inclusion
Partners
SocietyRisk management
Regulation
Natural
resources
Climate change Innovation
ESG
Environment
Social
Governance
Emissions have reduced by 28% year on year,
primarily as a result of reduced purchasing, and
we continue to demonstrate progress with
a continued reduction in emissions on a per
terminal basis as PayPoint Mini continues to roll
out to the PayPoint estate, and we have seen a
continued transition from board cards to digital
in Love2shop. We have continued to support
our employee interest groups covering disability,
neuro-inclusion, multi-faith, women and LGBTQIA+
and have expanded our employability support to
include support to residents of a new housing
client. Further information regarding our progress
along with targets for the current financial year
can be found on pages 34 and 35.
The ESG Working Group continues to meet
regularly to review progress, consider policies
and approaches across the Group, analyse
cross-industry best practice, seek feedback
from external stakeholders and investors, and
recommend workstreams and targets for the
business to prioritise for the coming year.
All of our environmental commitments remain
aligned with the Task Force on Climate-related
Financial Disclosures (‘TCFD') framework.
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PayPoint Plc Annual Report 2026
We commit to:
The PayPoint Group is a low-impact, low-carbon-
intensive business. We remain committed to improving
what we do, including achieving net-zero in our own
operations by 2030 and net-zero across our entire
value chain by 2040.
1
We are pleased to report continued progress in terms
of implementing actions required to achieve net-zero.
1 Our goal of achieving net-zero in
our own operations by 2030, and
across our entire value chain by
2040, will be achieved by eliminating,
where possible, GHG emissions
as calculated under GHG Protocol
emission factors, and offsetting
residual GHG emissions that cannot
be eliminated.
1.
Achieve net-zero in our own operations
(Scope 1 and 2 emissions) by 2030.
For us, this means reducing CO
2
emissions as much as possible,
and then ensuring that any ongoing
emissions are balanced by removals.
By
• Moving to carbon-neutral gas and electricity contracts at
contract renewal.
• Retiring diesel company cars, and ordering electric vehicles
only once we are satisfied that the required charging
infrastructure is in place.
• Assessing options to reduce company car mileage.
Delivered in year
• Green energy contracts maintained across all sites
• Actions taken to further reduce energy consumption including
thermal imaging checks and air conditioning set point review.
• Biodiversity planters and wall climbers installed at our
Haydock site.
• Company car fleet remained 100% hybrid with continued use
of Salesforce Maps and territory optimisation dashboard to
plan routes efficiently.
• Group-wide ISO 14001 certification achieved.
26/27 priorities & targets
• Maintain green energy contracts across all sites.
• Continue to ensure that energy usage is monitored and
controlled with action taken to further reduce usage where
possible.
• Continue to review company car fleet, offering fully electric
cars where operationally feasible.
Responsible business continued
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
2.
Achieve a 30% reduction in
emissions generated by use
of sold products by 2030,
compared to 2022.
By
• Replacing PayPoint One devices with
alternatives that are more energy efficient.
• Considering energy consumption in
product design.
• Encouraging retailer partners to use
renewable energy and minimise consumption.
Delivered in year
• Continued roll out of PayPoint Mini with
4,879 terminals now live in the estate,
comprising 15.8% of the PayPoint retailer
terminal estate.
• 1% year-on-year reduction in average
emissions per retailer network terminal.
26/27 priorities and targets
• Continue to deliver year-on-year
reductions in average emissions per retailer
network terminal.
3.
Achieve net-zero across our
entire value chain by 2040.
By
• Identifying additional actions to reduce
emissions as our strategy evolves and we
benefit from advancements in technology
and the transition to renewable energy
more generally.
Delivered in year
• Growth in digital product mix in Love2shop
Business from 28% in FY25 to 29% in FY26.
• Overall CO
2
equivalent emissions decreased
by 28% from 9,451 tonnes in FY25 to
6,847 tonnes in FY26, driven primarily
by a reduction in the purchase of goods
and services.
• Continued to promote green modes of
transport and offer electric/hybrid car
leasing scheme and Cycle to work scheme.
• All employees received ESG training in
January 2026.
26/27 priorities and targets
• Demonstrate further progress in transition
from board to digital cards in Love2shop.
• Continue to provide training and
communication on ESG matters via the
Green Team and staff briefings.
• Successfully retain ISO 14001 certification
across the Group and implement agreed
action plan.
4.
Continue to develop
an inclusive culture.
By
• Embedding of ‘Welcoming Everyone’
approach to inclusion (see pages 38 and 39).
Delivered in year
• Employee interest groups covering
disability, neuro-inclusion, multi-faith,
women and LGBTQIA+ group continued to
meet regularly and organise events.
• Sessions held to recognise International
Men’s Day, Pride, and Neurodiversity
Awareness.
• Continued membership of Women in
Tech Forum participants from a variety of
departments including IT, Client and Legal.
Membership gives access to monthly
events and masterclasses as well as a
leadership podcast series.
26/27 priorities and targets
• Continue to support employee groups to
achieve their objectives.
• Continue to recognise key events such as
Pride, International Women’s Day, Carers
Week and Stress Awareness Month.
5.
Grow the support given to
members of the community,
including some of the most
vulnerable in society.
By
• Working with central and local government,
housing associations and charities to deliver
essential services and providing support to
local schools and the wider community.
Delivered in year
• Charity Committee relaunched with
fundraising events run across all sites.
• Continued to provide employability support
to local schools and extended this during the
year to include residents of a housing client.
• BankLocal implemented across the PayPoint
Network, supporting the FCA’s Access to
Cash initiative.
• Secured a number of new housing and central
and local government clients, providing
support to vulnerable members of the
community by delivering essential services.
26/27 priorities and targets
• Launch quarterly community champions
programme, providing retailers with access
to a Community Project Sponsorship Fund.
• Continue to provide employability support
to local schools and partner organisations
e.g. housing associations.
• Continue to provide support to vulnerable
members of the community by working with
central and local government departments,
housing associations and charities to deliver
essential services.
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PayPoint Plc Annual Report 2026
Environment
PayPoint is a low-impact, low-carbon-intensive
business that aims to reduce its environmental
impact by reducing carbon emissions, waste
and considering environmental and
sustainability issues.
Climate change
The PayPoint Group is a low-impact, low-carbon-
intensive business. We remain committed
to improving our environmental impact as
demonstrated by the commitments and
actions outlined on pages 34 and 35.
Our GHG emissions
In this section we report on all required GHG
emissions in accordance with the Companies Act
2006 (Strategic Report and Directors’ Report)
Regulations 2013. The Streamlined Energy and
Carbon Reporting (‘SECR’) regulations came
into effect on 1 April 2019 and we follow the
guidelines to comply with these regulations.
We report using a financial-control approach
to define our organisational boundary. A range
of approaches can be taken to determine the
boundaries of an organisation for the purposes
of GHG reporting, including financial control,
operational control or equity share.
Total Scope 1, 2 and 3 emissions per employee
have reduced year on year from 10.06 tonnes
CO
2
e to 7.5 tonnes CO
2
e, demonstrating further
significant progress towards our target of
achieving net-zero across our entire value chain
by 2040.
Responsible business continued
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PayPoint Plc Annual Report 2026
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GHG emissions Units
Year ended
31 March
2026
Year ended
31 March
2025
Year ended
31 March
2024
Year ended
31 March
2023
Year ended
31 March
2022
Scope 1 (fuel combustion) tonnes CO
2
e 40 40 67 101 151
Scope 2 (purchased electricity) tonnes CO
2
e – – 13 71 293
Total Scope 1 & 2 tonnes CO
2
e 40 40 80 172 444
No. of employees for
31 March 2026 913 939 968 714 670
Total Scope 1 & 2 per employee tonnes CO
2
e 0.04 0.04 0.08 0.24 0.66
Scope 3
1
tonnes CO
2
e 6,807 9,410 8,966 6,957 9,104
Total Scope 1,2 & 3 per employee tonnes CO
2
e 7.50 10.06 9.35 10.00 14.25
1 Scope 3 emissions includes purchased goods and services, waste generated in operations, business travel, employee
commuting and use of sold products.
All gas and electricity contracts across the Group
continue to supply carbon neutral/renewable
energy and all company cars are hybrid. We have
installed electric charging points at our offices in
Welwyn Garden City and Haydock, and have an
electric/hybrid car leasing scheme for employees
across the Group. We continue to promote
sustainable travel options including cycle to work,
car sharing and the use of public transport where
viable. Our Salesforce platform optimises the
journeys of our field team and we continue to seek
options to reduce their CO
2
emissions even further.
Energy consumed for the year ended March 2026
under Scope 1 and 2 was 1,145k kWh, down from
1,353k kWh for the year ended March 2025
Scope 3 emissions reduced by 28% during the
year driven primarily by a reduction in purchasing.
We can demonstrate continued progress in
the year with a 1% reduction in average energy
usage per retailer network terminal following the
introduction of PayPoint Mini and we expect to
continue to see further reductions in future years
as the roll out continues.
We remain confident that we are making the
progress necessary to achieve our overall
objectives of achieving net-zero in our own
operations by 2030 and net-zero across our entire
value chain by 2040.
Natural resources
Water
We use water for domestic purposes such as
washroom facilities. Our current measures to
reduce usage include time-controlled taps and
dishwashers, and reduced-flush toilets.
Waste management
We recycle wherever possible, including paper,
cans, plastic, cardboard, computer equipment and
PayPoint terminals.
Redundant equipment is recycled by ISO
27001 accredited firms which are certified by
the Asset Disposal and Information Security
Alliance (‘ADISA’). ADISA recycles as much of the
equipment as possible. Any parts which are not
recyclable are disposed of in line with the Waste
Electric and Electronic Equipment Regulations
2013 (‘WEEE’). ATMs which have reached the end
of their life are disposed of via Note Machine. All
surrounding materials are segregated into four
key material types: metal; circuitry boards; wires;
and WEEE. Note Machine operates an internal
recycling process for all of these materials with
the exception of WEEE waste, which is collected
by their licensed waste carrier.
Innovation
Our innovative digital solutions support a
reduction in our environmental impact. Recent
examples include:
• continued growth in our pioneering Counter
Cash Service, a ‘cashback without purchase’
solution that enables cash withdrawals without
the need for ATMs. This service is now enabled
in over 3,500 sites;
• working closely with our carrier partners to
support the increasing consumer adoption
of out of home parcel services, which enable
carriers to reduce their journeys by delivering
multiple parcels to a single store for collection.
Over 8,500 sites are now live with Royal Mail; and
• continued growth in digital gift card products
in Love2shop, replacing paper vouchers and
board cards.
Our Green Team of volunteers works with
us to identify opportunities and implement
sustainability initiatives in our offices. They
promote sustainable practice throughout the
office including recycling.
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PayPoint Plc Annual Report 2026
Social
We hold ourselves accountable for delivering
positive and inclusive outcomes for society,
including our people, retailer and client
partners, consumers and the wider community.
Our people
We aim to create a dynamic environment for
our people where we deliver for our customers
by collaborating and being good colleagues
to each other, creating a positive and inclusive
environment where everyone can learn, grow and
shine. We employed 945 people across the Group
on 31 March 2026.
Engagement
Our employee forum is a key mechanism for
engaging with people across the Group. The
purpose of the employee forum is to give
feedback to the Board and Executive Board
about how it feels to work in the business, what
is working well and ideas for change, to ensure
that the employee voice is considered in decision
making. The forum continues to meet monthly
to discuss general engagement, feedback from
employees around the business and consider
key topics. During the year these included the
approach to annual appraisals and performance
ratings, ESG, wellbeing and Gender Pay Gap.
The forum is chaired by our Chief People Officer,
and members of the Plc Board have an open
invitation to attend each meeting, enabling
different members of the Board to engage with
the forum.
Responsible business continued
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Board
Female 3/37.5%
Male 5/62.5%
Executive Board
Female 4/28.5%
Male 10/71.5%
All employees
Female 405/43%
Male 537/57%
1 https://www.paypoint.com/modern-slavery-act.
We run annual engagement surveys and
our September 2025 survey ran with a 77%
response rate. We were pleased with the overall
engagement score of 71. Results were shared
and discussed with the employee forum who
contributed to the development of actions which
are being implemented to further strengthen
communication and collaboration, celebration and
execution. This is in addition to local action plans
that have been agreed at a team/location level.
Monthly staff briefings are held as a means of
updating all employees of the Group on business
performance and priorities, and ‘Natter with Nick’
sessions run to enable smaller groups to engage
with, and meet, the CEO.
We continue to operate a discretionary all
employee bonus scheme in order to engage all of
our people in delivering our objectives for the year.
In recognition of the hard work and commitment
of all of our people in delivering our performance
during the period all eligible employees will receive
a bonus of £500.
Promoting mental health
and wellbeing
Wellbeing at the PayPoint Group provides
resources and opportunities to support our
people across four key pillars of wellbeing – social,
physical, mental and emotional, and financial –
enabling them to be their best self and in turn,
deliver brilliant results.
We update people regularly with useful resources
and awareness events, and recognised a number
of national events during the year including World
Mental Health Day, UK Savings Week, National Day
for Staff Networks and Stress Awareness Month.
Our Employee Assistance Programme is available
to all employees across the Group, offering
support in all areas of wellbeing. We also continue
to operate ‘My pay my way’ with Stream, offering
further financial wellbeing support to our people.
Developing our people
We continue to be committed to supporting the
development of our people through a combination
of online courses, apprenticeships, further
education and in-house and external courses
based on business and individual need. We
currently have apprentices studying for a variety
of qualifications including Project Management,
Artificial Intelligence, Cyber Security and Team
Leading. We continue to be members of the
Women in Tech Forum, providing a number of
women from across the organisation with access
to monthly virtual events, monthly masterclasses
with dedicated tracks in Engineering and Sales,
a leadership podcast series and in-person
networking events.
Supporting human rights
PayPoint supports fundamental human rights,
such as the right to privacy, safety and to be
treated fairly, with dignity and respect. Our
employment standard sets out our commitment
to good employment practices and the principles
to govern the practices adopted in each of our
businesses. All employees have a right to safe
working conditions, consideration of their welfare,
fair terms of employment, reward and treatment,
clarity and openness about what is expected. We
have a zero-tolerance approach to modern slavery
and we are committed to acting ethically and
with integrity in all of our business dealings and
relationships. PayPoint’s statement on modern
slavery can be found on our website¹.
Diversity and inclusion
At PayPoint we are committed to building a
diverse and inclusive business where all of
our people are treated fairly and with respect,
and where the contributions of everyone are
recognised and valued. This commitment is
captured in our vision to create a dynamic place
to work, with a positive and inclusive environment
where everyone can learn, grow and shine.
Everyone who works at the PayPoint Group should
feel respected and able to give their best, and we
embrace people with different backgrounds and
identities, valuing their contribution to achieving
our strategic priorities. At the PayPoint Group, we
call this ‘Welcoming Everyone’.
People and culture
Gender balance as
at 31 March 2026
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PayPoint Plc Annual Report 2026
Social continued
We aim to achieve our vision by taking three
clear actions:
1. Ensuring that all of our people understand
what we mean by diversity, equity and
inclusion, are supported with training to
develop inclusive behaviours and feel
confident to challenge any behaviours that
they see in the workplace that are not in
alignment with this.
2. Supporting the creation and development of
forums for people from under-represented
communities, enabling them to discuss
shared challenges, help educate and raise
awareness in the business of issues relevant
to the community and implement appropriate
actions to increase equity, inclusion and
allyship around the business.
3. Building inclusion into our every day by
ensuring that we listen to diverse voices
and consider diversity, equity and inclusion
with regards to our policies and practises,
both internally and externally, including the
employee lifecycle, product and service design
and marketing.
We continue to support our employee interest
groups for people from underrepresented
communities. Disability, neuro-inclusion, multi-
faith, women’s groups and LGBTQIA+. The groups
are being led by volunteers within the business,
supported by the People Team, and their purpose
is to discuss shared challenges, help educate
people across the business, raise awareness in the
business of issues relevant to the community and
implement appropriate actions to increase equity,
inclusion and allyship around the business.
During the year, the groups delivered a number
of well attended sessions open to the wider
business, including an online fireside chat
with Dame Kelly Holmes during Pride month,
neurodiversity awareness sessions for managers
and employees, and a gender-based violence
awareness session. The business also continues
to support key awareness events including
International Women’s Day and International
Men’s Day and works with local schools to support
the development of aspirations in young people
(socio-economic diversity).
Feedback from the September 2025 engagement
survey demonstrates the positive impact of
these activities with diversity identified as a key
strength of the Group. The question “regardless of
background, everyone who works here has an equal
opportunity to succeed” received a score of 81.
The overall gender balance across all employees
within the business on 31 March 2026 was 43%
female and 57% male. We recently published our
latest gender pay gap report, which can be found
on our website.
1
We were pleased to see small
improvements compared to 2024 with an increase
in the proportion of women in the top quartile
and the proportion receiving a bonus, as well as a
decrease in the median pay gap. However, a pay
gap persists within the organisation driven by the
fact that we have more men than women in higher
paid roles such as roles in IT, sales and senior
management positions. We have continued with
the implementation of initiatives including working
with the Women in Tech forum and engaging with
our women’s group to help drive more diversity
and support women within the business to
achieve their full potential. We were pleased to be
recognised by the FTSE Women Leaders Review
report published in February 2026 for achieving
the highest representation of women in leadership
for the Industrial Goods and Services sector
at 44.7%.
PayPoint is committed to treating applicants
with disabilities equally and supporting people
who become disabled during their career with
the Company. This includes making reasonable
adjustments both to the recruitment process
for applicants and to the working environment,
including offering appropriate training, in order that
disabled employees can achieve their full potential.
Principles
Our success is built on a reputation for high
standards in all areas of business, which we
achieve by working in accordance with our ethical
principles. These principles apply throughout
the PayPoint Group and are used to define the
standards and working practices that we adopt.
They guide our day to-day actions and give our
people clarity on acceptable behaviour. Our
statements on ethical principles² and modern
slavery can be found on our website.
3
Our 2026
modern slavery statement will be available on our
website in September 2026.
We operate an anti-bribery and corruption policy
which was put in place in response to the UK
Bribery Act 2010. Further information regarding
this can be found on page 93 in the Audit
Committee Report.
1 https://www.paypointbusiness.com/media/csqgtyj1/
gender-pay-report-2025-final.pdf.
2 https://www.paypointbusiness.com/media/0fnfl4bl/
ethical-principles-2020.pdf.
3 https://www.paypointbusiness.com/modern-slavery-act
Responsible business continued
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
A strong and
supportive
proposition for
all stakeholders
We provide a broad range of innovative services
and technology, connecting millions of consumers
with over 65,000 retailer partner and SME locations
across multiple sectors.
We provide a leading and differentiated set of
technology, payments and services, operating
critical national infrastructure that supports
millions of consumer and business transactions
every day.
PayPoint works with corporates, financial
institutions, government bodies, fintechs, retailers
and consumer brands, delivering secure, resilient and
regulated services at scale. Our digital capabilities
span multichannel payments, Open Banking,
Confirmation of Payee and API-led platforms,
underpinned by an unrivalled national retail network
of over 30,000 convenience stores and more than
65,000 retailer partner and SME locations.
Across the Group, PayPoint is focused on
delivering sustainable growth, operational
excellence and long-term value for customers,
partners, communities and shareholders.
The creation of the new Network Services
business unit will lead to a unified operating model
organised across four regions, enabling better
support to our UK-wide network of over 30,000
convenience stores, and underpinning a ‘growing
retailer value’ strategy focused on increasing
revenue per store, improving compliance, widening
product penetration and strengthening retailer
capability, supported by increasingly sophisticated
data analytics.
The new Love2shop digital platform will improve
customer experience and journeys, and combined
with physical distribution on the high street,
makes it easier for customers to buy across both
digital and in-store channels.
In bringing together our digital payments, Open
Banking and real-time credit bureau capabilities
under a single management and operating
structure, we will bring the necessary focus to
maximise the value of this unique technology
platform for customers, enabling secure payment
and funds disbursement journeys for major
organisations across housing, government, utilities
and financial services, and instant high-quality
credit, lending and vulnerability assessments for
regulated firms.
In Merchant Services, we continue to deliver
merchant payment solutions, terminal rentals
and business finance to thousands of businesses
across the UK, with a focus on supporting
sustainable, profitable growth for SMBs and mid-
market merchants.
Enabling clients to provide vital
services in the community
We partner with over 500 payments and banking
clients in the UK, providing omnichannel payment
solutions that enable them to seamlessly and
effectively serve their customers. Our contracts
with clients contain clear obligations with respect
to the services being provided, underpinned by
measurable service levels, which are set to ensure
a high standard of delivery across key elements,
including system and service availability, file
delivery and funds settlement.
We enable the delivery of best-in-class customer
journeys for e-commerce brands over the first
and last mile in over 14,000 locations through our
Collect+ brand, helping consumers pick up and
drop off online shopping or send parcels across
the UK. Royal Mail is now live in 8,500 sites and
over 3,000 have the ability to deliver Royal Mail
over the counter services, enabling customers to
buy postage in store.
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PayPoint Plc Annual Report 2026
During the reporting period, we delivered further
expansion of our client relationships. We have
grown our relationships in the Housing sector,
and are now working with Peabody and Flagship
Housing with Open Banking services now live
with Thirteen Group, RHP, Gloucester City Homes
and Orwell Housing. A total of 26 new client
services went live with Open Banking during
the year including the Department for Work
and Pensions, AccessPay and the Insolvency
Service. We continue to have a strong community
impact through our work with Citizens Advice,
enabling them to support clients in financial
distress and we continue to operate the Payment
Exception Service, delivered for the Department
for Work and Pensions, to serve some of the
most vulnerable people in the UK, and the DVLA
contract for International Driving Permits, another
key central government service that is provided
in the community via our extensive retailer
partner network.
We continue to have a dedicated Client
Management team, enhancing our engagement
with clients to ensure we are able to align our
strategy and roadmaps to the needs of the clients
we partner with.
Enabling consumers, including
some of the most vulnerable in
society, to access the services
they need
Open early until late seven days a week, we serve
millions of consumers every day, providing a
vast range of essential services at the heart of
communities for everything from banking, utility,
parcel, cash and government services.
Our UK retail network of more than 30,000
stores is bigger than all banks, supermarkets and
post offices together, putting us at the heart of
communities nation-wide. Our cash bill payment
solutions enable less privileged people to access
services that may otherwise be unavailable to
them and our CashOut service enables the rapid
dispersal of funds through secure digital channels’
and is actively used by local authorities and
charities to distribute emergency funds.
The Payment Exception Service, run for the
Department for Work and Pensions further
underlines the continuing importance of delivering
cash payments to those without access to a
standard bank account, and our work with Citizens
Advice is having an important impact on the work
they do supporting clients in financial distress.
Our Community Cash Access and Banking
Network enables access to cash both over the
counter and via ATM. During the year we launched
our new BankLocal service enabling consumer
cash deposits for customers of Lloyds, Halifax and
Bank of Scotland across our network. Nationwide
went live with the BankLocal service in April
2026 and plans are underway to enable more
high-street banks for the service, reinforcing the
vital role that our leading retail network plays in
providing a vast range of essential services at the
heart of communities across the UK.
Park Christmas Savings is the UK’s biggest
Christmas savings club, helping over 350,000
families manage the cost of Christmas, by offering
a huge range of gift cards and vouchers from
some of the biggest high-street names.
Our MultiPay platform is designed to provide a
simpler and more convenient way for consumers
to pay essential bills such as gas, electricity and
rent. We are uniquely placed to be able to provide
consumers with complete flexibility to choose to
pay using whichever method is most convenient
for them.
Over 80% of our ATM network is ‘voice guidance
enabled’, enabling people with visual impairments
to withdraw cash independently. Voice activated
transactions were enabled on our Saturn card
payments terminal in August 2024 and have now
been enabled for half of the PayPoint Mini estate,
with the roll out expected to complete this year.
As more critical services continue to withdraw
from communities and high-streets across the
UK, we are more focused than ever on working
closely with our retailer and industry partners to
evolve our service provision and ensure we can
leverage our extensive network to provide vital
infrastructure and accessibility to individuals close
to where they live.
Supporting the communities
where we live and work
We support the communities where our people
live and work by providing them with financial
support to serve their causes. The Charity
Committee was relaunched in October 2025 with
representatives from different locations working
together to make a difference with a focus on
creating local impact, supporting charities that
matter to our people. The committee organise
events internally and support employees with their
own fundraising initiatives. Charities supported
during the year include Isabel Hospice, Breast
Cancer Now and Home Start St Helens. In total,
over £9,000 was donated to charity during the
year in addition to the donation of Christmas toys
and food collected by our people.
We also continue to offer our network to collect
for the BBC’s Children in Need telethon free
of charge.
Championing employability
Externally, we continue to support young people
in our community with a commitment to local
schools and the continued development of
young talent. PayPoint has been working as an
enterprise adviser to a local secondary school
for over ten years, supporting students with the
transition from school to the workplace. Our
support has since expanded to other schools in
the community and our people volunteer in various
activities such as mock interviews, careers fairs and
careers workshops. We also host an annual Work
Experience Week for students from local schools.
During the last year we have expanded our
support to include residents of one of our housing
clients, Peabody, with employability and job-
seeking support for returning mums.
Responsible business continued
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Purpose,
vision
and values
In delivering our purpose, we hold ourselves
accountable for delivering positive outcomes for
all our stakeholders through the implementation
of a meaningful ESG strategy and measures.
We actively engage with our people to bring our values
to life in the work that we do. Our values are incorporated
into our recruitment and induction processes, and
demonstration of the values forms a key element of our
performance reviews. People who role model our values
are recognised via our values award programme.
Value award winner:
Brenda Mills
Brenda leads Service and Customer Experience
at Love2shop. She was instrumental in delivering
a more premium fulfilment experience and
packaging for customers of Park Christmas
Savings, demonstrating multiple values including
collaborative, results focus and can do, to ensure
the project was successfully delivered.
Value award winner:
Bailey Krise
Bailey is a Senior Technical Advisor in Network
Services. He demonstrated the collaborative,
can do and good colleague values by providing
excellent support to colleagues during the
PayPoint BankLocal roll out, ensuring that queries
and issues were resolved quickly and efficiently in
real-time.
Further information can be found in the Responsible Business section on page 38.
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PayPoint Plc Annual Report 2026
Governance
The Executive Board, as PayPoint’s team with
responsibility for the day-to-day operational
management of the Group, is accountable
for the ESG strategy to help drive change
and a more sustainable future for PayPoint.
The framework through which PayPoint provides
transparency on how it operates its business, which
is in line with current regulations, is set out in the
Corporate Governance Report on pages 70 to 117
and in the Risk Management Report, on pages 54
to 63. In addition, our anti-bribery and corruption
policy is set out in the Audit Committee Report on
page 93. The ESG Working Group provides regular
updates on progress to the Board. A summary of
progress over the past year can be found on pages
34 to 35. Compliance with current mandatory
disclosures for our greenhouse gas emissions are
detailed on page 37.
PayPoint recognises that driving better corporate
behaviours provides improved returns over the
longer-term and ESG is therefore a key focus of
our Board. We have agreed ESG commitments and
metrics which can be found on pages 34 to 35.
Updated disclosures in accordance with TCFD can
be found on pages 46 to 53.
Our payment practices are reported on a six-
monthly basis and details can be found at www.
gov.uk/check-when-businesses-pay-invoices. The
Group aims to pays suppliers in less than 30 days
(on average) and also pays over 95% of invoices
on time.
Finally, the following section sets out our Group
Non-Financial and Sustainability Information
statement. A description of our business model
and strategy, as well as the non-financial KPIs
relevant to our business, can be found on
pages 24 to 27.
Responsible business continued
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Non-financial and sustainability information statement
The tables below outline where the key content requirements of the non-financial and sustainability
information statement can be found within this document (as required by sections 414CA and 414CB
of the Companies Act 2006).
Reporting requirement Where to find further information Page Relevant policies if applicable
Environmental matters Responsible business 32 Environmental
Employees Responsible business
Principal risks
Audit Committee Report
35
56
86
Diversity
Recruitment and Selection
Health and Safety
Whistleblowing
Code of Ethics
Society and communities Responsible business 38 Charitable donations
Respect for human rights Responsible business and
https://www.
paypointbusiness.com/
modern-slavery-act
35 Modern Slavery Statement
Human Rights
Anti-bribery and
corruption
Audit Committee Report 86 Anti-bribery and Corruption
Companies Act (2006) climate-related financial disclosures
Companies Act climate-related financial disclosure Location of disclosure Page
a) a description of the company’s governance arrangements in
relation to assessing and managing climate-related risks and
opportunities;
TCFD – Governance 46
b) a description of how the company identifies, assesses, and
manages climate-related risks and opportunities;
TCFD – Governance 46
c) a description of how processes for identifying, assessing,
and managing climate-related risks are integrated into the
company’s overall risk management process;
TCFD – Governance
and Strategy
47
d) a description of:
a. the principal climate-related risks and opportunities arising
in connection with the company’s operations; and
b. the time periods by reference to which those risks and
opportunities are assessed;
TCFD – Risk
Management
48
e) a description of the actual and potential impacts of the principal
climate-related risks and opportunities on the company’s
business model and strategy;
TCFD – Strategy
TCFD – Risk
Management
47
and
48
f) an analysis of the resilience of the company’s business model
and strategy, taking into consideration different climate-related
scenarios;
TCFD – Strategy 47
and
48
g) a description of the targets used by the company to manage
climate-related risks and to realise climate-related opportunities
and of performance against those targets; and
TCFD – Metrics
and Targets
49
h) a description of the key performance indicators used to assess
progress against targets used to manage climate-related risks
and realise climate-related opportunities and of the calculations
on which those key performance indicators are based.
TCFD – Metrics
and Targets
49
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PayPoint Plc Annual Report 2026
Section 172(1)
statement
Board decision making
Section 172 of the Companies Act 2006 requires
a director of a company to act in the way they
consider, in good faith, would most likely promote
the success of the company for the benefit of its
members as a whole. In doing this, section 172
requires directors to have regard to, amongst
other matters, the:
• likely consequences of any decisions in the
long-term;
• interests of the company’s employees;
• need to foster the company’s business
relationships with suppliers, customers
and others;
• impact of the company’s operations on the
community and environment;
• desirability of the company maintaining a
reputation for high standards of business
conduct; and
• need to act fairly as between members of
the company.
In discharging our section 172 duties, we have
regard to the factors set out above. In addition,
we also have regard to other factors which we
consider relevant to the decisions being made.
Those factors, for example, include the interest and
views of our clients; our retailer partners; regulatory
bodies; and our relationship with our lenders.
By considering the Company’s purpose, vision and
values, together with its strategic priorities and
having a process in place for decision making, we
aim to make sure that our decisions are consistent
and appropriate in all circumstances.
We delegate authority for day-to-day
management of the Company to the Executive
Board and then engage management in setting,
approving and overseeing execution of the
business strategy and related policies. Board
meetings are held periodically, at which the
Directors consider the Company’s activities and
make decisions. For example, each year we make
an assessment of the strength of the Company’s
balance sheet and future prospects relative to
market uncertainties, assess key investment
decisions (e.g. Royal Mail) and make decisions
about the payment of dividends. For the year
ended 31 March 2026, we are recommending a
final dividend of 20.0 pence per share.
How we consider
our stakeholders
Engaging regularly with our stakeholders is
fundamental to the way we do business, enabling
us to consider their needs, concerns and the
potential impact on stakeholders when making
decisions in the boardroom.
Employees are consulted via the Employee Forum
and further information can be found on page
34. Further information about how the Company
engages with all of its stakeholders can be found
on pages 43 to 45 of this report.
The Strategic Report was approved by the Board
of Directors and signed on its behalf by:
Nick Wiles
Chief Executive
10 June 2025
Stakeholder engagement
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PayPoint Plc Annual Report 2026
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Engaging with
our stakeholders
By understanding our stakeholders we can consider
their needs, concerns and the potential impact on
stakeholders when making decisions in the boardroom.
Our stakeholders How we engage Key topics discussed How the Board engages/is kept informed Key outcomes in 2026
Our employee forum is a communication
platform attended by employee
representatives elected by their colleagues.
In addition, we hold regular staff briefings,
and functions hold their own team
meetings and engagement forums (see
page 45 for more information on how we
engage with our people).
The employee forum discusses the
issues raised by the engagement
survey and any business-
related issues.
Key topics discussed included the
employee survey, the approach to
annual appraisals and performance
ratings, ESG, wellbeing and Gender
Pay Gap.
Board members have an open invitation
to attend forum meetings. Rosie
Shapland, Giles Kerr and Rakesh Sharma
attended meetings during the year.
The Chief People Officer updates
the Board on results of engagement
surveys and people matters throughout
the year.
The forum provided input to help shape a
revised approach to performance feedback
and were also instrumental in determining
the Company-wide employee survey actions
including actions to improve recognition across
the Group.
Through our investor relations programme,
our Annual Report and Accounts and
our Annual General Meeting, we ensure
shareholder views are brought into our
Boardroom and considered in our
decision-making.
Financial performance, strategy and
business model, dividend policy
and ESG.
The Chief Executive updates the Board
on any shareholder feedback received
and on investor sentiment following
each roadshow. The approach to
ongoing shareholder engagement is
agreed by the Board. All members of
the Board are available for questions by
the shareholders at the annual general
meeting and Giles Kerr has held several
investor meetings.
The business reorganisation strengthens the
platform to deliver a net revenue target growth
rate of 5-8% per annum and the foundation
for continued strong returns for shareholders
through a combination of growing earnings,
strong cash generation, dividends and
share buybacks.
Through a combination of share buybacks,
ordinary and special dividends, the Group has
returned more than £90 million in value to
shareholders in the year. A final dividend of 20.0
pence per share has been declared for approval
by shareholders.
People
We have a talented,
diverse and committed
workforce with
experience from a wide
range of industries.
Shareholders
We aim to deliver
a sustainable and
rewarding business
model.
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PayPoint Plc Annual Report 2026
Stakeholder engagement continued
Engaging with our stakeholders continued
Our stakeholders How we engage Key topics discussed How the Board engages/is kept informed Key outcomes in 2026
`
An Account Management team develops our
relationships with multiple retailer partners, while
our Retail Services Hub and Retail Relationship
Management team supports independent
retailer partners. In addition, we actively engage
with trade bodies including the Association of
Convenience Stores (‘ACS’), Scottish Grocers
Federation (‘SGF’) and National Federation of
Retail Newsagents (‘The Fed’).
Performance reviews,
market trends and
insights, sharing best
practice, new clients and
product development.
The Executive Board keeps the
Board informed of our relationships
with convenience retailer partners
throughout the year.
Business reorganisation to underpin a ‘growing
retailer value’ strategy will enable better support for
retailers in delivering key essential community services
and enable stronger performance through better
compliance, improved service delivery and adoption of
the full range of PayPoint services.
Our field and support teams are always available
to support and engage with business owners
across all the sectors we serve. We use a range of
channels and methods to communicate with, and
seek feedback from, new and existing customers
including social media, customer referrals and
case studies.
Performance, support,
pricing and service
enhancements.
Updates on enhancements to current
and future services are provided to the
Board by the Executive Board.
Significant enhancements to our merchant proposition
delivered in the year including an updated terminal
application enabling split bill and digital receipt
functionality, and real-time transaction data and
Tap to Pay now live in our merchant mobile app New
agreement with FreedomPay signed in December
2025 underscores commitment to supporting
introducers and their clients with innovative financing
solutions. Business reorganisation underway to deliver
better merchant support.
Our communication platforms provide the
environment for us to engage with consumers.
Through our Retail Services Hub we inform,
update and quickly resolve issues with
consumers at first-point-of-contact where
possible. Feedback, queries and data gathered
from surveys are all collated to improve the
consumer experience.
Services and partnerships,
performance, network
expansions, product
portfolio, systems
and support on
customer complaints.
The Executive Board provides
updates to the Board on the levels of
transactions, performance and overall
services provided to our consumers.
Continued evolution of retailer proposition in response
to consumer needs with the roll out of BankLocal and
Royal Mail services during the year.
Our Open Banking services are being used to support
consumers in financial distress.
Business reorganisation will enable better support to
retailers in delivering key essential community services.
Convenience
retailer partners
Our retailer partners
offer their consumers
one or more PayPoint
services. Ranging from
independent retailer
partners with one
store to large multiple
retailer partners.
Merchants
We provide in-store and
online card acquiring,
terminal rental and
business finance
solutions to more than
30,000 merchants
across various sectors.
Consumers
We serve millions of
consumers every day,
helping them to make
payments and collect
parcels conveniently
through our retailer
partner network
and omnichannel
payments solutions.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Our stakeholders How we engage Key topics discussed How the Board engages/is kept informed Key outcomes in 2026
Dedicated Account Managers have client
review meetings throughout the year to discuss
performance and future innovations. We also
have daily operational contact where required
to resolve business as usual queries. For the
larger strategic accounts, we hold a mixture of
operational, tactical, and strategic meetings
throughout the year.
Service and performance
versus key performance
indicators, business
challenges where we
may be able to provide
support, short and
long-term strategic goals
to drive alignment, and
PayPoint service evolution
to enhance our clients’
own service performance
to their end users.
The Executive Board provides updates
to the Board when required.
Our integrated digital payments platform, MultiPay,
continues to provide a comprehensive payment
solution for clients across card processing, Open
Banking, direct debit and cash. Further wins secured in
year in the housing and charity sectors.
A total of 26 new PayPoint client services went live in
the year with Open Banking including the Department
for Work and Pensions.
We support fundraising events by providing
financial support to causes that are important to
employees. We act as an enterprise adviser to a
local secondary school, supporting the transition
between school and the workplace.
Our Charity Committee
agrees which charities we
should support.
The Chief People Officer updates
the Board.
Page 38 details our charitable work and support
provided for young people in the community.
We maintain open channels of communication
with our regulators, including discharging our
reporting and notification requirements under
the relevant legislation and regulations that apply
to the Group businesses. In addition, we actively
support the regulators by providing responses to
consultations and surveys.
We have engaged with
the Financial Conduct
Authority (‘FCA') on
several occasions over the
year in relation to variation
of permissions for our
businesses. In addition,
we correspond with the
FCA, Payment Systems
Regulator (‘PSR') and
other entities designated
by the PSR, such as
Pay.UK, in relation to
operational and regulatory
matters. We frequently
respond to BAU requests
from the FCA and the ICO.
The Board and its Committees receive
updates on any engagement activities
with the Group’s regulators such
as the FCA and the PSR. For more
information see page 88 of the Audit
Committee report.
All regulatory reporting requirements were met during
the year, and we have maintained our channels of
communication with our regulators during the year. We
will continue to engage with regulatory consultations
as appropriate to our business.
Clients
Our client base operates
across a broad and
diverse range of sectors
including commercial,
not-for-profit and the
public sector. They are
critical to our business.
Understanding their
needs and requirements
is essential to retention
and development.
Local
communities
Our network and
activities place
us at the heart of
local communities.
Regulators
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PayPoint Plc Annual Report 2026
TCFD
For our TCFD disclosures, we are reporting in
line with the FCA listing rule for premium listed
companies LR 9.8.6(8), which requires us to
report on a ‘comply or explain’ basis against the
TCFD Recommended Disclosures for the year
ended 31 March 2026.
We consider our climate-related financial
disclosures to be consistent with the TCFD
Recommendations and Recommended
Disclosures and are, therefore, consistent with the
requirements of Listing Rule 9.8.6(8).
In preparing our disclosures, we have made several
judgements, and while we are satisfied that they
are consistent with the Recommendations and
Recommended Disclosures, we will continue to
evaluate our options for future TCFD disclosures.
In addition to developing and embedding our
broader ESG strategy across the business, we
have complied with the TCFD Recommendations
and Recommended Disclosures.
Our disclosures have all been made within the
‘Responsible business’ section of this Annual
Report, and locations are detailed in the table that
follows. We have considered all relevant material
in the TCFD guidance, including Section C of the
Annex (Guidance for all Sectors).
PayPoint supports the TCFD recommendations
and is committed to implementing them, providing
stakeholders with information on our exposure
to climate-related risks and opportunities thus
helping them make informed decisions.
The Board sets the Group’s overall strategy and risk appetite, which includes our approach to
sustainability, the environment and carbon emissions. The Executive Board proposes and details
the actions required to achieve the strategic objectives as set by the Board. This ensures ESG
considerations are embedded into our day-to-day strategic decision making. The ESG Working
Group, which includes representatives of the Executive Board, oversees PayPoint’s management of
environment, climate and TCFD related matters. The Group also provides formal updates of progress
of agreed initiatives, priority actions and targets to the Board at least twice a year, thus enabling the
Board to provide appropriate oversight and strategic guidance in ensuring our agreed approach is
embedded into our operational activities. The Corporate Governance framework on page 79 provides
more details.
The TCFD framework is as below:
Governance
Describe the Board’s oversight of climate-related risks
and opportunities
Responsible business continued
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
The CEO and the Executive Board have overall responsibility for PayPoint’s sustainability,
environment and carbon-emission strategy. The ESG Working Group, which includes representatives
from functional business areas as well as senior management and the Executive Board, meet regularly
throughout the year to review progress made against the priorities and actions as agreed and set by
the Executive Board. The ESG working group will also discuss and debate potential new initiatives as
developed and defined by ESG members. The Group’s members are informed about climate-related
issues through reviews of emerging regulations and trends. Please refer to the Corporate Governance
framework chart on page 79 for more details.
Governance continued
Describe management’s role in assessing and managing
climate-related risks and opportunities
We continually review our business activities and have identified our climate-related risks and
opportunities to support the development of a short-term to long-term plan for the Group. We have
defined the short-term to be 0–5 years, the medium-term 5–15 years and the long-term 15–30
years. The risks identified all arise from our business operations within the United Kingdom.
A minority of the bonus award made to Executive Board members, including Executive Directors,
may be based on strategic/personal/ESG targets. The ESG target was renewed for the financial year
ended March 2026 to reward progress made in the delivery of ESG commitments including climate-
related commitments.
When risks and opportunities are identified, we assess the impact on our carbon emissions and how
these impact our net-zero target by 2040 as well as the potential financial impacts, see table on
pages 51 to 53.
Strategy
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and long-term
Our business remains a low-carbon-intensive business, which is evidenced by our absolute carbon
emissions and our intensity measure per employee, which are relatively low. Physical climate-
related risk is also assessed as low. Therefore, our assessment of business activities did not identify
significant climate-related risks but did identify potential risks and opportunities as the UK moves
towards a net-zero target by 2050. Accordingly, climate risk remains classified as an emerging risk
rather than a principal risk as detailed on page 61 of the risk management section. Climate and
carbon emissions form part of our financial and strategic planning and decision-making process
as follows.
• During 2025, we obtained the ISO 14001 standard for our offices in Welwyn Garden City and
Haydock to add to the certification previously obtained for our Chapel Street Offices.
• We continue to review and improve our own energy usage and all energy supplied to offices in
Welwyn Garden City, Haydock and Valley Road, where we can control and measure our usage, is
now green. Our offices in Liverpool are serviced offices. During the year, we also have completed
thermal imaging at our offices in Welwyn Garden City to identify potential heat loss sources.
• Pollinator friendly planters have been established in our offices with garden facilities during
the year.
• We continue to consider climate impact from our working practices and as a result have now
completed transition of our fleet to 100% hybrid vehicles, operate car charging points where
possible and we have reviewed our hybrid office and field sales working arrangements.
• Previously launched climate friendly work schemes, such as the cycle to work scheme and the
electric/hybrid car leasing scheme remain available and are promoted to our staff. We have also
incorporated a number of initiatives into our business travel policy to encourage a climate friendly
approach to business travel.
• Following our launch of the PayPoint Mini, which now represents 15.8% of the estate, we continue
to see the resultant reduction in the carbon emission footprint of our retailer network.
• Our diversification programme recognises that income from our energy payments businesses
fluctuate with the weather and we have, over the last few years, expanded our business
operations to reduce reliance on this sector.
Strategy continued
Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy, and financial planning
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PayPoint Plc Annual Report 2026
We have an established risk management framework in place to help us identify, document, manage
and assess risks facing our business and the Audit Committee oversees the effectiveness of risk
management throughout the organisation. The Board are updated on climate risks and set targets to
reduce carbon emissions in alignment with stated strategic goals. We have modelled the potential
impact on our revenue if climate-related risks were to crystallise and so that we can amend our
strategy as necessary. Climate change could also impact our costs, especially our energy usage and
the potential cost of offsetting in order to meet targets. We have implemented several measures to
reduce our CO
2
emissions as much as possible. The ESG Working Group continues to monitor this
closely and will seek to implement further measures as necessary.
Risk management
Describe the organisation’s processes for managing climate-related risks
As a low-carbon-intensive business, we consider our organisation to be resilient and have assessed
two climate-related scenarios in the financial year.
A rise of up to of up to 2°C, which would create some risks and uncertainties for our business, for
example we have a number of clients in the energy sector who may be impacted with potential
knock-on impacts for PayPoint. However, we continue to consider the risk as low as there would be
sufficient time to evolve our business model and activities to mitigate the risks.
The ‘BAU' scenario as described in the Representative Concentration Pathway 8.5, which would
see global mean temperature to rise by 2.6 to 4.8°C and the global mean sea level to rise by 0.45 to
0.82 metres by the late-21st century, was considered. This scenario is now thought to be unlikely
but has been modelled as an extreme eventuality. It could impact an estimated 748 (out of 31,934
assessed sites) of our retailers in areas of potential flood risk. This would have a small impact on our
revenue from terminals. As with the first scenario, some of our clients may be impacted, with knock
on impacts for the volume and value of our energy transactions. However, the likelihood is considered
low, and we actively monitor changes in this area and include mitigating strategies in our business.
Key inputs used to model this scenario were an analysis of the geographical location of our retailer
partners, overlaid with details of postcodes at risk from flooding and rivers as published by the
Environmental Agency.
Strategy continued
Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
In accordance with our current assessment, we still consider climate change as an emerging risk
to our business rather than an immediate principal risk. Risk management is an integral part of our
governance and as part of our governance framework, we identify, assess and seek to mitigate
business risks, including climate risks. We identify and assess climate-related risks and opportunities
as part of our financial planning processes, business cases and as part of our overall risk identification
and management framework. Key inputs into this process are data on our Scope 1–3 emissions, and
analyses of new services and products, consumer trends and market changes. These are reviewed by
the ESG Working Group.
Risks presented by climate change have been embedded into our risk management framework
and material business cases including an assessment of climate-related risks and opportunities.
Our annual financial planning and strategic review processes include assessments of the impact
climate transition and physical risks are expected to have on costs and revenue, and Scope 1, 2 and
3 carbon emission reduction targets are set by the Board. The ESG Working Group continue to seek
ways to ensure that climate friendly initiatives are considered and embedded in the organisation’s
cultural framework.
Describe the organisation’s processes for identifying and assessing
climate-related risks
Describe how processes for identifying, assessing, and managing climate-
related risks are integrated into the organisation’s overall risk management
Responsible business continued
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Strategic report Governance Financial statements
The primary metric we have used to assess climate-related risks and opportunities across our value
chain is tonnes of CO
2
emitted, in line with the GHG emissions disclosures. We use third-party
sustainability software to accurately calculate carbon emissions based on input metrics collected
from across the Group. In addition to carbon emission metrics, we also use monetary metrics in our
financial and strategic planning where climate risk and opportunities across our revenue, costs and
balance sheet are attributed with a £ figure.
We have a stated target to achieve a 30% reduction in emissions generated by use of sold products
by 2030, when compared to 2022 emissions and we remain confident that this target will be achieved.
Scope 1, 2 and 3 carbon emissions are detailed in the table on page 33. The largest Scope 3 areas
are Purchased Goods and Services covering terminal and IT purchases and Use of Sold Products
covering electricity used by our terminals, while at retailers and merchants.
During the financial year, our carbon emissions have reduced by 28% in comparison to the previous
year, the reduction achieved being primarily driven by the reduction in purchasing during the year.
PayPoint has set two primary targets. Firstly, to achieve net-zero in our own operations by 2030
and secondly to achieve net-zero across our entire value chain by 2040. We have set out a number
of commitments that demonstrate how we plan to achieve these targets and specific actions and
targets as agreed each year. Further information can be found on pages 30 and 31. The ESG Working
Group monitors performance against targets throughout the year and reports performance to the
Executive Board and the Board.
Metrics and targets
Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas
(‘GHG’) emissions and the related risks
Describe the targets used by the organisation to manage climate-related
risks and opportunities and performance against targets
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PayPoint Plc Annual Report 2026
Strategy
We consider climate-related risks and
opportunities across our organisation
and embed these into the strategic
objectives set by the Board.
We identify risks and
opportunities over short-term
(0–5 years), medium-term (5–15
years) and long-term (15+ years)
horizons and incorporate these
into our strategy to ensure
we operate responsibly and
recognise our commitment to
building sustainable growth.
These timeframes were selected as they align
with our business strategy planning timelines.
These timelines differ from those considered
in our viability assessment because these are
not the most material risks to our viability. Our
responsible business strategy is supported by
several policies including our Environmental
and Sustainability Policy.
Short-term (0–5 years)
In the short term, we will maintain our proactive
approach in our contribution to climate change
and maximising opportunities.
Key risks and opportunities over this time
horizon include:
• Increase in climate-related regulations and
emissions reporting obligations.
• Increased energy prices as we switch to
carbon-neutral energy contracts for our
offices.
• Substitution of existing products and
services with lower-emissions options.
Medium-term (5–15 years)
Over the medium term, we are focused on
identifying and further managing financial
risks associated with climate change as well
as monitoring opportunities. We continually
assess market trends and investment
opportunities to ensure our business model is
sustainable into the future.
Key risks and opportunities over this time
horizon include:
• Increased manufacturing costs.
• Lost business opportunities if unable
to meet customer and partner climate
requirements.
• Changes to markets and consumer trends.
Long-term (over 15 years)
For the long term, we consider various
scenarios across physical climate conditions,
market trends and government policy to
ensure we provide a resilient and sustainable
investment choice for the future.
Key risks and opportunities over this time
horizon include:
• Shift in market trends and customer
behaviour.
• Changes in precipitation patterns and
extreme variability in weather patterns.
• Increased concern from shareholders and
other stakeholders.
• Rising temperatures.
Responsible business continued
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Strategic report Governance Financial statements
Risk Management
We have conducted a comprehensive assessment of
climate-related risks and opportunities, including any
potential financial impact. The table below lists our
most important risks and opportunities. These do not
currently have a material financial impact. However,
they are closely monitored by our ESG Working Group
and mitigations are implemented as described below.
Risks
Governance and regulatory
Risk: Non-compliance with increased emissions regulations and reporting obligations
Potential impact Mitigation strategy
Potential impact on costs arising from non-compliance
with regulations. Revenue may be impacted by changes
in customer demand driven by changes in regulations,
and business operations may need to be amended to
make them more energy efficient. Staff or consultancy
costs may increase as reporting obligations increase.
• Annual review of legislative landscape.
• Integration of legislative compliance costs into
business plans.
• Implementation of reporting structures and
procedures to manage compliance risk.
• Review of energy and emissions data.
• Review of energy contracts with a view of obtaining
an improved but cost-effective greener service.
Technology
Risk: Substitution of existing products and services with lower-emissions option
Potential impact Mitigation strategy
Costs to adopt and implement new products
and processes.
Careful management of the roll out of more energy
efficient terminals.
Transition risks
Market
Risk: Changes to markets and consumer trends
Potential impact Mitigation strategy
Some of PayPoint’s retailer partners are large forecourt
operators and the transition to electric cars may impact
these retailers and PayPoint’s revenue. Potential impact
on energy clients due to increase in costs and resultant
spending behaviours.
• Ongoing review of our retailer network with new
retailers contracted outside the forecourt sector.
• Continuation of client diversification programme.
Risk: Increased manufacturing costs
Potential impact Mitigation strategy
Increased cost of purchasing terminals and other
physical assets.
• Ongoing review of terminal and physical asset
requirements.
• Transition to smaller terminals with reduced
manufacturing requirements.
Risk: Increased energy prices
Potential impact Mitigation strategy
Increased operating costs from our own energy
usage, and potentially lower demand for our energy-
related products.
• We keep the amount of office space utilised under
close review and close sections of the office where
feasible, to reduce heating and cooling requirements.
• Thermal imaging to identify areas of potential heat loss.
• Ongoing assessment of office gas and electricity
usage to identify reduction opportunities and
business travel requirements to minimise car journeys
and identify reduction opportunities.
Reputation
Risk: Lost business opportunities if unable to meet customer and partner climate requirements
Potential impact Mitigation strategy
Reduction in revenue. Environmental policy continually assessed and updated
to ensure PayPoint meets customer and partner
climate requirements.
Risk: Increased concern from shareholders and other stakeholders
Potential impact Mitigation strategy
Reduction in capital availability. Transparency through our annual TCFD disclosures in
the annual report.
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PayPoint Plc Annual Report 2026
Risk Management continued
Weather
Risk: Changes in precipitation patterns and extreme variability in weather patterns
Potential impact Mitigation strategy
Increased costs from damage to buildings. Ongoing improvement and maintenance programme for
our facilities.
Risk: Rising temperatures
Potential impact Mitigation strategy
Increased cooling costs. • Assessing air conditioning requirements for our
offices.
• Review of energy contracts at renewal stage.
Physical risks
Resource efficiency
Opportunity: Recycling
Potential impact Status
Reduced construction costs. We engage with our electrical waste suppliers to
ensure there is a high component of reuse and recycling
of our retired terminal and IT equipment.
Opportunity: Office space kept under review
Potential impact Status
Reduced office costs. We keep the amount of office space utilised under
close review and close sections of the office where
feasible to reduce heating and cooling requirements.
Opportunity: Reduced water consumption
Potential impact Status
Reduced office costs. We keep the amount of water used at our offices under
close review and have fitted timed flow taps to ensure
taps are not left running.
Opportunity: Terminal economic life
Potential impact Status
Reduced manufacture, logistics and disposal costs. • Our terminals have a long economic life and are
used for many years, some for over ten years, which
reduced manufacturing requirements, transport and
disposal costs.
• We refurbish all our terminal models to ensure their
economic life is maximised.
Opportunities
The table below details the main climate-related opportunities and their potential impact on
our business, along with the current status.
Responsible business continued
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Data storage
Opportunity: Reduced electricity consumption
Potential impact Status
Reduced operating costs. • We have reviewed the amount, type, and storage
method of our electronic data. By deleting duplicative
or obsolete data in line with our approved data
retention policies, we have significantly reduced our
stored electronic data.
Energy source
Opportunity: Use of lower-emission energy sources
Potential impact Status
Increased reputational benefits. • We have already switched our electricity and gas
contracts to carbon neutral contracts and will
continue with this policy where possible in the future.
Opportunity: Use of new technologies
Potential impact Status
Increased reputational benefits.
Reduced office costs.
• We encourage the use of more efficient modes of
transport through the installation of Electric Vehicle
‘EV’ charging stations at our offices. Our motor fleet
is 100% hybrid.
• We have reused an existing air conditioning system
to replace the door cooling system in our server room
to reduce emissions. We have also installed a sub-
metering solution to identify areas of high energy
usage. We will continue to closely review the heating
and cooling systems used in our offices.
• We have rolled out a territory optimisation dashboard
which helps to ensure that field sales journeys
are planned efficiently and therefore reduce
unnecessary mileage.
Products and services
Opportunity: Development and migration to lower-emission products and services
Potential impact Status
Increased revenue through demand for lower-emissions
products and services.
• Our Counter Cash product enables cash withdrawals
through card payment terminals, which use far less
energy than ATMs. This product also reduces the level
of ATM manufacturing required in the future.
• Our latest terminals are far more energy efficient than
older terminals.
• Our expanding digital proposition enables
transactions without the need for physical terminals,
which require manufacturing, transporting and
disposal, which all impact the environment.
• Ongoing review of our client portfolio with new
clients contracted outside the energy sector.
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PayPoint Plc Annual Report 2026
Risk appetite
PayPoint’s risk appetite is determined by the
Board and aligns the level of risk considered
acceptable in achieving our strategic objectives,
increasing financial returns while adhering to
statutory requirements. The Board and the
Executive Board have key roles in ensuring the
internal control framework maintains risk within
the appetite set. Internal controls are embedded
across the Group’s core processes including
policies and procedures, delegated authorities,
PayPoint values and supporting culture as well
as our training programmes.
Risk identification
and management
The risk management process assesses the
market, strategic, business and operational risk
across all areas of the business. PayPoint’s risk
framework includes a bottom-up risk assessment
managed through risk and control registers, and
a top-down risk assessment, along with a horizon
scanning process to identify emerging risks. Risk
control registers, at both entity and Group level,
are maintained and form an important component
of our governance framework. Risks and controls
are determined by Senior Management, the
Head of Risk, Compliance, and Internal Audit
and Executive Board members with both the
principal and emerging risks presented to the
Audit Committee for review and assessment. Risk
and control registers contain risk descriptions,
assessment of materiality and inherent risk,
material and non-material mitigating controls,
residual risk and risk owners.
At least annually, risks identified through the top-
down and bottom-up risk assessment process
are reviewed and agreed with Executive Board
members to determine principal and emerging
risks. The Audit Committee receives and reviews
information on the risk framework and principal
and emerging risks, and advises the Board on risks.
Strategy
Our risk management process continues to allow
the Group to operate within an appropriate risk
framework that supports business operations,
strategic objectives and the identification of new
opportunities whilst providing the Board with
effective oversight.
Risks management practises are fully integrated
with our established and enhanced risk
management and internal control framework,
which is designed to identify, assess and manage
risk. Accountability is embedded within our
operating model, with each Executive Board
member taking a leadership role in the mitigation
of the risks. This is supported by the Group Risk
team, who work closely with the business and risk
owners to ensure consistent and effective risk
management practises.
The Board is responsible for overseeing risk
management and approves levels of acceptable
risk. The Board is also responsible for maintaining
an appropriate internal control environment to
manage risk effectively. The Audit Committee
supports the Board in reviewing the effectiveness
of risk management and internal controls and
performs an annual assessment. The results of this
year’s assessment are detailed on page 87 of the
Audit Committee report.
During the year, to address the requirements of
provision 29 of the UK Corporate Governance
Code 2024 (‘the Code’), further enhancements
have been made to our risk management
framework ensuring that the Group is fully
prepared to meet the requirements of the Code
for the coming financial year.
Controlled
approach
to risk
management
Risk Management
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Risk identification
Identifying risks which may impede
achieving objectives.
Monitoring and review
Monitoring of risks and controls by the
Executive Board and Audit Committee
who advise the Board.
Inherent risk assessment
Assessing the level of inherent risk.
Control assessment
Assessing the existence and strength
of controls to mitigate risks.
Residual risk assessment
Assessing the level of residual risk
after mitigation from controls.
Risk reporting
Reporting the status of the most
significant risks to the Executive
Board and Audit Committee.
5.
6.
1.
2.
3.
4.
Risk Framework
Emerging
Risks
Risk
Management
Cycle
Stress/
Scenario
Testing
Process
Risk
Appetite
Board &
Committees
Delegated
Authorities
Control
Functions
Governance
Culture
People & Culture
Roles &
Responsibilities
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PayPoint Plc Annual Report 2026
Mitigating risk
effectively
Like all organisations, we are subject to a
range of risks and uncertainties. Effective
management of current and emerging
risks is essential to achieving our strategic
objectives and sustaining long-term
success. Accordingly, risk management is
a core component of PayPoints’ Corporate
Governance framework.
Principal risks and uncertainties
Changes to principal risks
New risks and disclosures
In line with our risk framework and policies, risks
are identified and assessed on a Group-wide basis.
Our risk appetite is considered appropriate for the
Group and its operations, and as such, remains the
same as last year. It is defined as:
Risk appetite Impact on profit before tax
Low Under £2 million
Medium Under £5 million
High Over £5 million
Changing risks
The risk profile of the Group has remained similar
to last year, although the risk descriptions have
been updated to reflect current developments.
Trends, as previously reported in our Annual
Accounts for FY25, such as changes in consumer
behaviours coupled with economic pressures on
both consumers and businesses, remain while
technological developments continue
at a pace.
Receding risks
There were no receding risks. The latest outlook
for all the risks has been reassessed, as shown in
the table on the following pages.
Emerging risks
Developing and evolving risks remains an area
of ongoing focus for the Group’s Board and
management. The Group continues to monitor
the markets in which it operates, developments
in technology and evolving business and
consumer requirements.
ESG and climate risk remains an emerging risk.
While we acknowledge the impact climate change
is having globally, we continue to be a low-carbon
producing company and, as such, these risks do
not pose an immediate risk to our operations. We
have embedded a strategy of reducing our carbon
emissions, with a goal of becoming fully net-zero
by 2040 (2030 for our own operations). Details
of how we plan to achieve this are set out on
page 30.
Having implemented the requirements of the Task
Force on Climate-related Financial Disclosures
(‘TCFD'), we continue to remain compliant with
the recommended disclosures. Our approach to
the management of risks resulting from climate
change have been embedded into our enterprise
risk management framework.
Our principal risks and uncertainties have been
assessed in accordance with the requirements of
our risk framework and are listed in the following
table. This table provides details of the potential
impact; mitigation strategies; status of each risk;
risk appetite; and exposure trend. They do not
comprise all risks faced by the Group and are not
set out in order of priority.
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Principal risks
PayPoint risks Group risks Mitigation strategies Status Change
Market conditions remain challenging for the Group and our
competitors alike as cost management becomes an increasing
challenge, while the anticipated decline in our legacy business
continues. In response, the business has continued with its
programme of business diversification, with the development
of new and innovative services.
The current economic conditions, of lower consumer spending
and overall slow market growth, have also continued from the
previous fiscal year.
The Executive Board closely monitors the markets in which
we operate, competitor activity as well as consumer spending
behaviour, regularly re-assessing our existing and potential
future markets. Such assessments also include identification
of opportunities to further de-risk the legacy business
through development of our service offerings and strategic
acquisitions or investments, where appropriate.
The business will remain agile by looking to adapt to changes
in consumer needs and behaviours.
Risk is increasing as cost-of-living pressures have
continued to affect consumer activities, particularly
in spending behaviours. Economic pressures due to
heightened geopolitical tensions, weaker outlook for
growth in the UK and increased uncertainties over inflation
and interest rates continue to impact costs faced by
our consumers, as well as by the business and our
competitors alike.
Trend =
Appetite =
High
PayPoint risks Group risks Mitigation strategies Status Change
Failure to keep up with new and emerging technologies and
services remains a risk to the Group while some emerging
technologies also present an opportunity for potential
service advancement through such developments. Pressures
on suitable resources to deliver technological solutions to
support new and emerging services remains.
We continually review technological developments, including
the evolution of AI, to understand how new technologies
can be used to support our service offerings and to keep
our products relevant and up to date with technological
advances. We also develop and implement our own innovative
technology, where appropriate. The Executive Board closely
monitors the markets in which we operate enabling early
identification of potential acquisition targets.
Risk is stable as Group acquisitions, investments and
partnerships have helped to mitigate risks associated with
emerging technologies. The continuing programme of re-
platforming our digital proposition will facilitate the further
expansion of our presence in digital payment markets.
Trend =
Appetite =
Medium
Strategic
PayPoint risks Group risks Mitigation strategies Status Change
The Group continues with the delivery of IT transformation
projects as specified in our road map with delivery of these
projects recognised as key to delivering our business strategy,
enhancing platform resilience as well as supporting key
growth in our business as identified in the three-year plan.
Such projects also serve to satisfy increased regulatory
requirements in this area.
Delivery plans are in place with appropriate governance
structure identified. The Executive Board is accountable
for the management and delivery of these projects, with
oversight provided by the Group Board to ensure the
effective delivery of innovative, robust, and efficient project
management of these major programmes.
Risk is stable due to delivery of significant projects
within the road map such as the e-commerce platform
in Love2shop. We have a number of significant projects ,
which are currently in the process of being delivered by
the Group and significant progress has been delivered
over the last year.
Trend =
Appetite =
Medium
Competition
and markets
Emerging
technology
IT
Transformation
Market
1.
2.
3.
Change in status and trend
Increased Stable Decreased
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PayPoint Plc Annual Report 2026
PayPoint risks Group risks Mitigation strategies Status Change
Clients service expectations are high, as they continue
to expect services to provide complex solutions
in support of their specific requirements. Clients
requirements are increasingly more sophisticated in
terms of compliance needs. Client retention and the
exposure to clients developing in-house solutions as
an alternative to our services remains an
ongoing risk.
The Group builds and carefully manages strategic
relationships with key clients, retailers, redemption
partners and suppliers. We continually seek to
improve and diversify services through new
initiatives, products and technology and our
involvement in new and technology driven markets.
Risk is stable. On 30 March 2026, the Group announced a business
reorganisation into four business units, which will enable strong performance
ownership, a better harnessing of the Group’s collective capabilities,
strengthened execution and a more accountable operating culture.
We continue to renew contracts and onboard new retailers, clients,
merchants, and redemption partners in line with expectations.
Collaborating with our clients to continue to understand their requirements
and how best we can meet our clients’ needs remains a priority and we
continue to identify opportunities for our clients to diversify and use more
than one of our service provisions.
Trend =
Appetite =
Medium
PayPoint risks Group risks Mitigation strategies Status Change
Increased levels of legal and regulatory requirements
coupled with significant changes to current legal
and regulatory frameworks as well as the continued
addition of new service offerings all mean that the
legal and regulatory environment in which we operate
has become increasingly more complex.
Should a number of significant changes be required
to the current regulatory framework, this could impact
our current cost and operational model.
Our Legal and Compliance teams work closely with
the business on all legal and regulatory matters and
enable the business to adopt strategies to ensure
PayPoint is appropriately protected and complies
with all applicable legal and regulatory requirements.
Emerging regulations are incorporated into strategic
and operational planning, and we engage with
regulators to ensure our frameworks are appropriate
to support new products and initiatives.
Risk is stable due to the Group’s demonstrated ability to adapt quickly to
regulatory changes, with the controls and policies put in place to manage
such change. We continue to manage legal and regulatory exposures through
our risk management framework, which includes key components such as
assurance and monitoring reviews, mandatory training programmes and
customer engagement.
As noted in the Annual Accounts for the year ended 31 March 2025, a number
of companies in the PayPoint Group, including PayPoint Plc, received a claim
from Global-365 Plc and Global Prepaid Solutions Limited (‘G365') on 18 July
2023 concerning PayPoint’s prepayment energy business. The Competition
Appeal Tribunal handed down its judgment on this claim on 7 May 2026:
• it found PayPoint liable for an historical infringement of competition law,
which ceased in 2018, concerning certain contracts under which it provided
energy OTC prepayment services;
• it awarded damages of £169,334 plus interest to G365 in respect of its
‘loss of a chance’ to win contracts with a limited number of small energy
suppliers.
The CAT’s findings confirm that PayPoint’s past contracts with energy
suppliers were not a significant factor in G365’s lack of success.
PayPoint remains committed to ensuring its commercial practices meet all
regulatory requirements.
Trend =
Appetite =
Low
Change in status and trend
Increased Stable Decreased
Client Services
Legal and
regulatory
Business
4.
5.
Principal risks and uncertainties continued
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PayPoint risks Group risks Mitigation strategies Status Change
People remain a key component in ensuring we continue to
deliver our key strategies over the coming years. Our ability
to attract, retain and develop those individuals who are
instrumental in driving top line growth, along with individuals
who will support the operational transformation of our
business is essential to our continued success.
Key person dependencies, at both Executive and senior
management levels, have been noted as an important
component of this risk.
The Executive Board continues to monitor this risk,
with oversight from the Remuneration and Nomination
Committees. Culture is a critical element in ensuring we have
the right people in our employ and PayPoint’s purpose, vision,
and values, are defined and embedded within the business,
our expected behaviours and our review and monitoring
processes. An employee forum comprising employees from
across the business engages directly with the Executive Board
on employee matters.
Risk is stable. Employee engagement surveys remain
positive and key actions around cost-of-living support,
better employee interaction and flexible working remain at
the heart of our people management policies. The business
has continued with its policy of investing in key employees
and ensuring that recognition of high-level performance is
at the heart of our people management strategy.
Trend =
Appetite =
Low
PayPoint risks Group risks Mitigation strategies Status Change
Cyber security risk continues to grow due to the growing
volume and ever-increasing sophistication of the nature
of these attacks and our expanding digital footprint. The
emergence of AI-enabled tools has also lowered the barrier to
entry for threat actors, making certain attack techniques more
accessible, scalable and convincing.
A successful cyber incident could result in operational
disruption, loss or compromise of sensitive data, regulatory
exposure, financial loss and reputational damage. Maintaining a
strong control environment and workforce vigilance, therefore,
remains critical.
The Executive Board regularly reviews the Group’s cyber
security and data protection framework, with detailed
oversight provided by the Cyber Security and IT Sub-
Committee of the Audit Committee. The Group maintains a
layered security control environment, including continuous
monitoring, threat detection, incident response processes and
regular control review.
During the year, the Group continued to invest in cyber
security capabilities across people, processes and technology,
strengthening its control environment and resilience.
Colleagues receive regular cyber security awareness training,
supported by phishing simulations and ongoing awareness
activity. The Group also engages third-party specialists to
assess defences, support assurance activity and strengthen
resilience across its own estate and key suppliers. The Group
continues to evaluate emerging technologies, including
AI-enabled capabilities, where appropriate to support threat
detection, analysis and response.
Risk is increasing as the cyber threat landscape continued
to evolve during the year. This has been further influenced
by the increasing use of AI-enabled tools by adversaries,
which is contributing to the pace and complexity of cyber
threats. In response, the Group has continued to enhance
its architecture, systems, processes and monitoring
capabilities. While these actions strengthen resilience,
cyber risk remains elevated given the pace of threat
evolution and the Group’s expanding digital footprint.
Trend =
Appetite =
Low
Change in status and trend
Increased Stable Decreased
People
Business
Operational
7.
6.
Cyber Security
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PayPoint risks Group risks Mitigation strategies Status Change
Failure to provide a stable infrastructure environment or to
promptly recover failed services following an incident can
lead to loss of service provision and financial, regulatory, and
reputational loss. Interruptions may be caused by system
failures, cyber-attack, failure by a third party or failure of an
internal process. Recovery of the service can be hampered
by lack of appropriate resilience levels.
Our comprehensive and robust business continuity framework
is reviewed on a regular basis by the Executive Board, and the
Cyber Security and IT sub-Committee of the Audit Committee
maintains oversight of the framework and its implementation.
Business continuity, disaster recovery and major incident
response plans are maintained and tested with failover
capabilities across third-party data centres and the cloud.
Risk from supplier failure is managed through contractual
arrangements, alternative supplier arrangements and business
continuity plans.
Risk is stable. System disruption is an inherent business
risk, however, we recognise that recent acquisitions, our IT
transformation projects and our expansion into different
products contribute to increasing complexity of our
operations. Better staff training and retention has enhanced
our ability to detect and recover from service issues.
Trend =
Appetite =
Low
PayPoint risks Group risks Mitigation strategies Status Change
The Group has significant exposures to large clients/retailers,
redemption partners and other counterparties.
Credit control remains a priority for the Group with risks to
payment of retailer debt increasing over the last year as the
Group has continued its expansion into certain markets as well
as prevailing economic pressures. Counterparty management
remains a risk to the Group, although the level of such risk has
decreased over the last year.
The Group also operates a number of debt/banking
covenants, which must be carefully managed. Like most
organisations, cash flow management is a key process in the
Group’s operations.
The Group has effective credit and operational processes and
controls. Ongoing credit reviews, and effective debt management
processes are implemented across the Group.
A number of mitigating controls are in place to effectively
manage counterparty risk including increased engagement
and active monitoring of our significant counter parties.
We have effective governance to manage cash flows through
our Treasury Oversight Committee and have implemented
detailed and effective cash management control processes to
support our operations.
Risk is increasing due to a number of factors.
Cost-of-living pressures may impact our client and retail
estate. However, we have robust monitoring in place to
reduce default rates and impacts.
We have enhanced and increased our risk controls to
ensure effective counterparty risk management. And these
remain under constant review.
The Group has robust financing arrangements in place,
and our cash generation remains strong as do our cash
management processes.
Trend =
Appetite =
Medium
Credit and
Liquidity/
Treasury
Management
Incorporating
Counterparty
Risk
Management
Business
9.
Principal risks and uncertainties continued
Business
interruption
8.
Change in status and trend
Increased Stable Decreased
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PayPoint risks Group risks Mitigation strategies Status Change
Planning, forecasting and successful execution of all business
functions is key to ensuring operational delivery for the Group.
Delivery of key initiatives and strategic objectives, including
sales and service delivery growth, remains key to achieving the
desired success levels anticipated for the Group.
Supply chain management is also a key factor in delivering our
operational targets. Failure to manage this risk would hamper
our business performance, impact our stakeholders, and may
lead to regulatory or legal sanctions.
The Executive Board has implemented a robust and effective
reporting suite to ensure management of BAU is supported
by timely and accurate business reporting and performance
analysis. We continue to develop our Business Intelligence and
Management Information reporting capabilities to enhance,
support and develop our BAU management functions.
Our existing processes are continuously reviewed to make
sure they are efficient and well controlled, and our supply
chain is monitored and assessed to ensure continuity of
service is maintained.
Risk is stable. We continue to focus on effective integration
of recent acquisitions into our business and to develop new
services and enhance existing capabilities.
Trend =
Appetite =
Low
PayPoint risks Group risks Mitigation strategies Status Change
We continue to be a low-carbon producing company and as
such, climate remains as an emerging risk to the Group as
the risk does not pose any immediate threat. We continue to
monitor and assess potential risks to our operations, including
our retail network from potential impacts of climate change
such as flooding.
As a Group, we recognise the importance of ESG matters and
acknowledge that our business needs to be environmentally and
socially responsible to create shared value for all stakeholders.
The CEO and the Executive Board have overall accountability
for PayPoint’s climate and social responsibility agendas, and
they recommend strategy to the Board.
We have embedded a strategy of reducing our carbon
emissions, with a goal of becoming fully net-zero by 2040
(2030 for our own operations). We have multiple policies
and processes governing our social responsibility strategy
and continually assess and evolve our strategy and working
practices to ensure the best outcomes for stakeholders and
the environment.
Our ESG working group has implemented various measures
as we continue to embed low-carbon strategies into our
working practices and business strategy.
The continued roll out of the PayPoint Mini, supports
reduction of our carbon footprint through production of
lower emissions.
We run an employee forum to encourage open
communication channels with our employees and continue
to engage with our employees on socially responsible
initiatives, such as volunteering, work in the community
and school mentoring programmes.
Trend =
Appetite =
Medium
ESG and
climate
Operational
delivery
Emerging risks
11.
10.
Change in status and trend
Increased Stable Decreased
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PayPoint Plc Annual Report 2026
Viability statement
In accordance with the 2024 UK Corporate Governance Code, The Directors have assessed the viability of
the Group over a three-year period, taking account of the Group’s current financial and trading position,
the principal risks and uncertainties (as set out on pages 57 to 61) and the strategic plans that are
reviewed at least annually by the Board.
Assessment period
The Directors have determined that the Group’s
strategic planning period of three years remains
an appropriate timeframe over which to assess
viability. This broadly aligns to average client
renewal terms, new client prospecting and
onboarding cycles and the development-through-
to-maturity evolution of new products and service
lines. The current financing facilities are in place
until 2029 broadly in line with this period.
Assessment of prospects
The Directors assess the Group’s prospects through
the annual strategy day in September 2025 and
review of the Group’s three-year Plan in March and
June 2026. The planning process forecasts the
Group’s financial performance that include cash
flows which allow the Directors to assess both
the Group’s liquidity and adequacy of funding.
In its assessment of the Group’s prospects, the
Directors have considered the following:
The Group’s strategy and how
it addresses changing economic
environments in context of our clients,
parcel partnerships, merchants and
retailer requirements.
Following the business reorganisation announced
in March 2026, the Group has simplified into four
business units to create clearer accountability,
stronger execution, better use of shared
capabilities and a more efficient operating model.
This restructure supports the Group’s response to
a changing economic environment by
sharpening focus on higher-value, more resilient
revenue streams and aligning propositions more
closely to the evolving needs of clients, partners,
merchants and retailers. Specific initiatives include
the rollout of the ‘growing retailer value’ strategy,
the expansion of PayPoint BankLocal, including
the partnership with Nationwide, the rollout of
Royal Mail services across the network, growth in
Open Banking and digital payments capabilities,
including account-to-account and data-
sharing solutions, the continued expansion of
Love2shop’s digital and physical distribution, and
the repositioning of Merchant Services towards
higher-value merchants, improved retention and
partnership-led growth. Together, these actions
enhance the relevance of the Group’s services,
support customer and partner requirements, and
strengthen resilience, cash generation and longer-
term growth prospects.
The Group’s inherent resilience to risk.
The Group’s resilience is supported by its
diversified portfolio of essential services
across multiple sectors and customer groups.
This diversification, together with strong cash
generation, supports continued investment in
key growth areas, enables the Group to remain
relevant to retailers, merchants, clients and
partners, and strengthens its ability to absorb
downside risk over the assessment period.
Expectations of the future economic
environment.
The economic environment is expected to remain
uncertain, with inflationary pressures, the cost
of borrowing and changing consumer behaviour
continuing to influence demand across the
Group’s markets. The Directors believe the
Group is well positioned to respond through
its diversified portfolio of essential services,
strong retailer and client relationships, strategic
partnerships and increased focus on higher-value,
more resilient revenue streams. This supports the
Group’s ability to adapt to changing customer and
partner requirements while maintaining resilience
and cash generation over the assessment period.
The Group’s financial position.
At the end of May 2026, the Group had £129.9
million of net debt, split £1.7 million cash and
overdrafts and £131.6 million utilised facilities.
Compared to the total committed facilities of
£165 million, this means the Group has substantial
headroom of £33.4 million. This level of liquidity is
sufficient for all viability scenarios. Furthermore,
the Group has proven, robust performance and
cash generation in previous economic downturns.
Assessment of viability
To assess our viability, we modelled different
scenarios identified by considering the potential
impact of the principal risks (as shown in the
table on pages 57 to 61). Our development of
scenarios included reviewing the risks of PayPoint
Group, and where appropriate we have made
adjustments. Risks are broadly unchanged, the
additional investments required to realise our
integration and plan targets are included in the
plan financial projections. We have reassessed the
group’s scenarios to reflect the progress made in
delivering our strategy. All ten principal risks were
used in our modelling. They were chosen because
they combine to represent plausible scenarios
covering a range of different operational and
financial impacts on the business.
In total, three severe but plausible individual
scenarios have been modelled, with a fourth
reverse stress test scenario. These scenarios and
the assumptions within are detailed in the table
below. Theoretically all these scenarios, with
differing causes could occur together, with varying
levels of impact, in such a scenario the Group
remains viable and within covenants.
None of the separate scenarios modelled was
found to impact the long-term viability of the
Group over the assessment period. In assessing
each of the scenarios, we have taken account of
the mitigating actions available to us, including,
but not limited to reducing discretionary
operating spend, reducing non-committed capital
expenditure. repricing our products and services,
freezing recruitment, reducing variable incentives
and temporary suspension of dividend payments.
Conclusion
Having considered the Group’s current financial
position, prospects and principal risks, together
with the results of the severe but plausible
scenario testing, combined downside scenario
and reverse stress testing described above, the
Directors have a reasonable expectation that the
Group will be able to continue in operation, remain
solvent and meet its liabilities as they fall due over
the three-year assessment period.
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Scenario modelled Linked to principal risks Assumptions
Risk (1) Competition and
markets,
Risk (2) Emerging technology,
Risk (4) Operating model
Risk (10) Operational delivery
Transactions/merchants/estate
Areas of growth have been reduced or held flat and in areas of decline have been assumed to continue or accelerate those declines.
Margins, revenue rates per transaction/merchants or estate
Margins and rates have been held in line with planned levels.
Costs
No cost savings assumed however bonus would not be paid until FY29.
All the above are assumed to impact for FY27 with a slow recovery in FY28 back to planned levels in FY29.
Dividends and Share Buy-Back
Dividends are assumed to be paused from FY27 interims through to FY28 final, resuming in FY29 back in line with the dividend policy. Share buy-back is maintained.
Scenario modelled Linked to principal risks Assumptions
Risk (3) Transformation
Risk (6) People
Risk (10) Operational delivery
Revenue Growth
Planned transformational revenue growth rates are assumed to halve in FY27 partly recovering to 25% of plan by FY29.
Costs
Costs, linked to transformational revenue growth are assumed to increase by 2% p.a. above planned levels to achieve transformational execution and cover
retention issues or unforeseen skills gaps.
Dividends and Share Buy-Back
Dividends are assumed to be paused from FY27 interims through to FY28 final, resuming in FY29 back in line with the dividend policy. Share buy-back is maintained.
Scenario modelled Linked to principal risks Assumptions
Risk (5) Regulatory and legal
(grouping all the one-off hits
together)
Risk (7) Cyber security,
Risk (8) Business interruption
Risk (9) Credit and liquidity/
Treasury Management
Revenue
No impact is assumed as PayPoint would adjust to change or correct any breach so that level of business could continue.
Costs
It is assumed that an average of all possible fines, £27.3m, is incurred but no other associated costs together with a credit risk of £3m (equivalent to our largest
debtor) totalling £30.8m. Given the potential scale of impact and lead time of this impact appropriate cost savings would be identified. For cash flow purposes,
however, the model assumes a final cash impact of 50% of this amount in FY29, reflecting the likelihood that any fines would be subject to negotiation and/or
partial suspension before settlement.
Dividends and Share Buy-Back
Dividends are assumed to be paused from FY27 interims through to FY28 final, resuming in FY29 back in line with the dividend policy. Share buy-back is maintained.
Scenario modelled Linked to principal risks Assumptions
N/A Test D1
Adopting the principles of Scenarios A and B a continuously monthly impact has been modelled to understand when our funding limits would be breached.
Test D2
Similarly to Scenario C (a one-off loss event) – assessing the size of this to breach covenant/ funding limits.
For test D1, no dividends are proposed across the 3 years, other than the final dividend in respect of FY26. However, the share-buyback is assumed to continue.
For test D2, in this reverse stress test, it is assumed no dividends are paid following the final FY26 dividend until FY29 and therefore from a cash perspective, we
save c£33.9m in FY28.
For both tests, the share buyback is assumed and therefore remains a management ‘lever’.
A sharp economic
decline in the economy
and our markets causes
material divergence
on planned product
growth rates or
accelerated declines
Our transformation
and integration
projects do not deliver
the planned growth
A one-off event, such
as a legal, regulatory,
cyber security or a
significant credit
loss event
Reverse stress test
of a one-off impact
to breach covenants
or exceed funding
availability
A
B
C
D
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PayPoint Plc Annual Report 2026
We have delivered record
profits of £69.0 million in
FY26 with over £90 million
of shareholder returns.”
Rob Harding
Chief Financial Officer
10 June 2026
Overview
£m
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
PayPoint segment 178.8 163.6 9.3%
Love2shop segment 158.2 147.1 7.5%
Total revenue 337.0 310.7 8.5%
PayPoint segment 137. 3 136.0 1.0%
Love2shop segment 53.5 51.7 3.5%
Total net revenue
1
190.8 187.7 1.7%
PayPoint segment (86.2) (82.6) 4.4%
Love2shop segment (35.6) (37.1) (4.0)%
Total costs (excluding adjusting items) (121.8) (119.7) 1.8%
PayPoint segment 51.1 53.4 (4.3)%
Love2shop segment 17. 9 14.6 22.6%
Underlying profit before tax
2
69.0 68.0 1.5%
Adjusting items:
Amortisation of intangible assets arising on acquisition (5.2) (8.7) (40.2)%
Net movement in investments (1.2) (9.6) (87.5)%
Exceptional items (7. 1) (23.4) (69.7)%
Profit before tax 55.5 26.3 111.0%
Underlying EBITDA
3
92.0 90.0 2.2%
Net corporate debt
4
(132.5) (97.4) 36.0%
Total revenue increased by £26.3 million (8.5%) to £337.0 million (2025: £310.7 million). The prior year
statutory revenue included an exceptional deduction of £14.2 million related to a claim settlement.
Underlying revenue excluding this deduction increased by £12.1 million (3.7%). Net revenue increased
by £3.1 million (1.7%) to £190.8 million (2025: £187.7 million, which excludes the £14.2 million claim
settlement). obconnect contributed a full year’s revenue in the current year, compared with only five
months’ in the prior year. Love2shop’s net revenue increased by £1.8 million, driven by non-redemption
income and single-retailer redemption products. These impacts were partially offset by the cash
payments decline in Payments & Banking.
1 Net revenue is an alternative performance measure. Refer to note 4 to the financial statements for a reconciliation to revenue.
2 Underlying profit before tax is an alternative performance measure. Refer to note 1 to the financial statements for an explanation.
3 Underlying EBITDA is an alternative performance measure. Refer to note 1 to the financial statements for an explanation.
4 Net corporate debt (excluding IFRS 16 liabilities) is an alternative performance measure. Refer to note 1 to the financial
statements for a reconciliation to cash and cash equivalents.
.
Financial review
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
Total costs increased by £2.1 million to £121.8 million (2025: £119.7 million). The increase includes
£2.1 million additional costs from a full year’s obconnect trading. Increased cost of sales reflects the
increase in revenue, and the increase in finance costs is due to the Group’s increased borrowing. These
increases were offset by cost efficiencies.
Exceptional items were £7.1 million. These represent one-off, non-recurring costs, which do not reflect
current operational performance. They comprise legal fees incurred by the Group in its defence of claims
served against it, reorganisation provisions, costs associated with the organisational framework to deliver
greater automation and agility and the impairment of a non-trading receivable balance. The prior year
exceptional costs comprised settlement and legal fees in defence of the same claims, costs associated
with the early exit of a properly lease in Love2shop and accelerated amortisation on certain modules of
L2s ERP systems.
The underlying profit before tax for the Group increased by £1.0 million (1.5%) to £69.0 million
(2025: £68.0 million).
Profit before tax of £55.5 million (2025: £26.3 million) increased by £29.2 million (111.0%). The increase
is mainly due to the prior year exceptional items referred to above and the prior year movement in
investment valuations.
EBITDA / Underlying EBITDA (£m)
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Profit before tax 55.5 26.3 111.0%
Add back:
Net interest expense 7.9 7.1 11.3%
Depreciation and amortisation including amortisation
of intangible assets arising on acquisition 20.3 23.6 (14.0)%
EBITDA (£m) 83.7 57.0 46.8%
Exceptional items and net movement in investments 8.3 33.0 (74.8)%
Underlying EBITDA (£m) 92.0 90.0 2.2%
Underlying EBITDA increased by £2.0 million to £92.0 million (2025: £90.0 million). It comprises
£23.4 million (2025: £21.0 million) for the L2s segment and £68.6 million (2025: £69.0 million) for the
PayPoint segment.
Cash generation increased by £1.4 million to £70.4 million (2025: £69.0 million), delivered from profit
before tax of £55.5 million (2025: £26.3 million). There was a net working capital outflow of £8.4 million
(2025: £10.3 million) driven by the timing of supplier payments around the end of the period.
Net corporate debt increased by £35.1 million to £132.5 million (2025: £97.4 million). Cash generation
of £70.4 million was offset by tax, dividend payments, share buy-backs and capital expenditure.
At 31 March 2026, loans and borrowings were £130.8 million (2025: £102.3 million), excluding a
£7.9 million overdraft balance.
PayPoint Segment
£m
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Revenue 178.8 163.6 9.3%
Shopping 66.3 65.2 1.7%
E-commerce 15.6 16.4 (4.9)%
Payments & Banking 55.4 54.4 1.8%
Net revenue 137. 3 136.0 1.0%
Total cos ts (86.2) (82.6) 4.4%
Underlying profit before tax
(excluding adjusting items) 51.1 53.4 (4.3)%
Shopping net revenue increased by £1.1 million (1.7%) to £66.3 million (2025: £65.2 million).
Service fees net revenue increased by £1.9 million (8.7%), driven by the annual RPI increase and
additional PayPoint sites. Cards net revenue decreased by £0.8 million (2.5%), with a reduction in
acquiring sites and subdued consumer confidence impacting the total value processed through the
network, which is down 6.2%. ATM and Counter Cash net revenue decreased by £0.2 million (2.6%),
reflecting a reduction in transactions resulting from the continuing trend of reduced demand for cash
across the economy.
E-commerce net revenue decreased by £0.8 million (4.9%) to £15.6 million (2025: £16.4 million).
The continued increase in total parcels transactions, by 1.5% to 135.4 million, was offset by the impact of
the terms of the new commercial deal with Yodel/InPost. Parcel sites decreased by 1.0% to 14,076 sites.
Payments & Banking net revenue increased by £1.0 million (1.8%) to £55.4 million (2025: £54.4 million)
including £4.1 million net revenue from obconnect, acquired by the Group in October 2024. Excluding
the impact of obconnect, net revenue decreased by £1.3 million compared with the prior period. Cash bill
payments and top ups revenue decreased by £2.6 million (10.0%) to £23.3 million (2025: £25.9 million)
driven by a 15.0% decrease in transactions arising from reduced usage of cash and the continued switch
to digital payments. Digital net revenue, excluding obconnect, increased by £1.7 million (12.4%)
to £15.4 million (2025: £13.7 million).
The cost of commission to PayPoint retailers decreased by £0.4 million (1.0%) to £41.3 million
(2025: £41.7 million).
Total costs (excluding adjusting items) increased by £3.6 million (4.4%) to £86.2 million (2025: £82.6 million)
including a £1.2 million increase in finance costs due principally to the share buy-back programme,
£2.1 million additional obconnect costs following acquisition in October 2024 and £0.3 million
additional depreciation on cards devices. Total costs were impacted by inflationary cost
pressures and higher cost of revenue, offset by cost efficiencies.
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PayPoint Plc Annual Report 2026
Sector Analysis
Shopping
Shopping consists of services PayPoint provides to retailer partners, which form part of PayPoint’s
network, and SME partners. Services include providing the PayPoint One platform (which has a basic till
application), EPoS, card payments, terminal leasing, ATMs, Counter Cash and FMCG vouchering.
Net revenue (£m)
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Service fees 23.7 21.8 8.7%
Card payments 31.6 32.4 (2.5)%
ATMs and Counter Cash 7.6 7.8 (2.6)%
Other shopping 3.4 3.2 6.2%
Total net revenue (£m) 66.3 65.2 1.7%
Net revenue increased by £1.1 million (1.7%) to £66.3 million (2025: £65.2 million) primarily due to the
growth in service fees. The net revenue of each of our key products is addressed separately below.
Service fees from terminals
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net Revenue (£m) 23.7 21.8 8.7%
PayPoint terminal sites (No.)
PayPoint One Terminals 15,416 17,397 (11.4)%
PayPoint Mini 4,879 2,878 69.5%
Total PayPoint One/Mini 20,295 20,275 0.1%
PPoS 9,807 9,763 0.5%
PayPoint One – non-revenue generating 711 674 5.5%
Total terminal sites in PayPoint network 30,813 30,712 0.3%
PayPoint One average weekly service fee
per site (£) 21.6 19.9 8.5%
As at 31 March 2026, PayPoint had a live terminal in 30,813 UK sites, an increase of 0.3% primarily as a
result of new PayPoint Mini sales.
Service fees: This is a core growth area and consists of service fees from PayPoint One and PayPoint
Mini. Service fee net revenue increased by £1.9 million (8.7%) to £23.7 million, driven by an increase
in RPI.
Financial review continued
Card Services
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net Revenue (£m)
Acquiring 19.7 21.0 (6.2)%
Rentals 10.6 10.6 –
Business finance and other 1.3 0.8 62.5%
Total net revenue 31.6 32.4 (2.5)%
Services in Live sites (No.)
Acquiring – Handepay SME partners 18,847 21,435 (12.1)%
Acquiring – PayPoint retailer partners 10,193 10,552 (3.4)%
Rentals – Handepay SME terminals 50,427 50,012 0.8%
Transaction value (£m)
Handepay SME partners 4,360 4,569 (4.6)%
PayPoint retailer partners 2,079 2,299 (9.6)%
Transaction value total 6,439 6,868 (6.2)%
Card Services: Card payments acquiring services generated £19.7 million net revenue in the year, a
reduction of £1.3 million from prior year (2025: £21.0 million), reflecting the decrease in the number of
SME and retailer partners, partially offset by the average value processed per merchant. Card payments
lending and other net revenue increased by £0.5 million to £1.3 million. Transaction values overall
decreased by 6.2% to £6,439 million (2025: £6,868 million).
Card payment terminal rentals remained at £10.6 million, with a slight increase in the number of terminals.
ATMs and Counter Cash
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net Revenue (£m) 7.6 7.8 (2.6)%
Services in Live sites (No.) 6,706 6,365 5.4%
Transactions (Millions) 22.1 24.5 (9.8)%
Net revenue reduced by £0.2 million (2.6%) to £7.6 million (2025: £7.8 million) as transactions reduced
by 9.8% to 22.1 million. This reflects a continuation of the reduced demand for cash across the economy,
although net revenue from Counter Cash was flat. ATM and Counter Cash live sites increased 5.4%
to 6,706.
Other: Other shopping services, which includes FMCG campaigns, increased by £0.2 million (6.2%)
to £3.4 million (2025: £3.2 million).
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PayPoint Plc Annual Report 2026
Strategic report Governance Financial statements
E-Commerce
Parcels
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net Revenue (£m) 15.6 16.4 (4.9)%
Services in Live sites (No.) 14,076 14,213 (1.0)%
Transactions (Millions) 135.4 133.4 1.5%
E-commerce net revenue decreased by £0.8 million (4.9%) to £15.6 million (2025: £16.4 million).
The continued increase in total parcels transactions, by 1.5% to 135.4 million, was offset by the impact of
the terms of the new commercial deal with Yodel/InPost. Parcel sites decreased by 1.0% to 14,076.
Payments & Banking
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net revenue (£m)
Cash – bill payments & top ups 23.3 25.9 (10.0)%
Digital – Multipay and direct debits 15.4 13.7 12.4%
Digital – obconnect 4.1 1.8 127.8%
Cash through to digital 7.1 6.8 4.4%
Other payments and banking 5.5 6.2 (11.3)%
Total net revenue (£m) 55.4 54.4 1.8%
Payments & Banking divisional net revenue increased by 1.8% to £55.4 million (2025: £54.4 million),
benefitting from an additional £2.3 million contribution from obconnect and 31.7 million from MultiPay
and direct debits, partially offset by the impact of fewer cash bill payments and top up transactions.
Cash – bill payments and top-ups
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net revenue (£m) 23.3 25.9 (10.0)%
Transactions (millions) 100.1 117.8 (15.0)%
Transaction value (£m) 3,0 97.4 3,448.3 (10.2)%
Average transaction value (£) 30.9 29.3 5.5%
Net revenue per transaction (pence) 23.3 22.0 5.9%
Cash – bill payments and top-ups net revenue decreased by £2.6 million (10.0%) to £23.3 million
(2025: £25.9 million).
Digital – MultiPay and direct debits
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net revenue (£m) 15.4 13.7 12.4%
Transactions (millions) 49.3 45.0 9.6%
Transaction value (£m) 1,143.7 999.0 14.5%
Average transaction value (£) 23.2 22.2 4.5%
Net revenue per transaction (pence) 31.3 34.5 (9.3)%
Digital (MultiPay, Direct Debits, Cash Out and PayPoint Open Banking) net revenue increased by
£1.7 million (12.4%) to £15.4 million (2025: £13.7 million) and transactions increased by 4.3 million
(9.6%) to 49.3 million (2025: 45.0 million). MultiPay net revenue increased by £1.2 million (17.9%)
to £7.9 million (2025: £6.7 million). Cashout net revenue remained in line with the previous year at
£6.2 million. Open Banking net revenue, excluding obconnect, increased by £0.5 million (62.5%) to
£1.3 million (2025: £0.8 million).
Cash through to digital
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Net revenue (£m) 7.1 6.8 4.4%
Transactions (millions) 9.1 7.9 15.2%
Transaction value (£m) 807. 9 568.0 42.2%
Average transaction value (£) 88.6 72.3 22.5%
Net revenue per transaction (pence) 78.3 86.6 (9.6)%
Cash through to digital (eMoney) net revenue increased by £0.3 million (4.4%) to £7.1 million
(2025: £6.8 million) and transactions increased by 1.2 million (15.2%) to 9.1 million (2025: 7.9 million).
eMoney transactions derive a substantially higher fee per transaction than traditional top-up transactions
as they are more complex to process.
Other payments & banking net revenue includes SIM sales, interest generated by investing cash received
on client funds and other ad-hoc items, which contributed £5.5 million (2025: £6.2 million) net revenue.
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PayPoint Plc Annual Report 2026
Love2shop Segment
£m
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Love2shop billings 221.4 204.5 8.3%
Prepaid Christmas Savings billings 164.4 163.0 0.9%
Total billings 385.8 367.5 5.0%
Revenue 158.2 147.1 7.5%
Net revenue 53.5 51.7 3.5%
Total cos ts (35.6) (37.1) (4.0)%
Underlying profit before tax
(excluding adjusting items) 17. 9 14.6 22.6%
Love2shop (‘L2s’) generated £385.8 million total billings in the period, an increase of 5.0% on prior year.
Billings represent the total value of gift cards sold across all formats, including physical cards, digital
eCodes and paper vouchers. The £11.1 million (7.5%) increase in revenue is largely attributable to single-
retailer cards and vouchers. Net revenue for the year was £53.5 million, an increase of £1.8 million (3.5%)
on prior year this reflects the first full year of revenue from gift cards sold in-store and improved lifecycle
management of gift cards, including non-redemption income.
Profit Before Tax and Taxation
The income tax charge of £14.3 million (2025: £7.0 million) on profit before tax of £55.5 million
(2025: £26.3 million) represents an effective tax rate of 25.8% (2025: 26.6%). This is higher than
the UK statutory rate of 25% due to impact of adjustments in respect of disallowable expenses,
share-based payments and prior period adjustments.
Group Statement of Financial Position
Net assets of £75.8 million (2025: £97.3 million) decreased by £21.5 million, reflecting the continuation
of the share buy-back programme and dividends, partially offset by profit for the period and a gain on
the part-disposal of Collect+. Current assets decreased by £7.5 million to £263.1 million (2025: £270.6
million), mainly due to a decrease in trade receivables and the corporation tax asset. Non-current assets
of £240.7 million (2025: £237.8 million) increased by £2.9 million due to the continued investment in
software intangible assets and a one-off contribution of £1.5 million to the defined benefit
pension scheme.
Current liabilities decreased by £10.4 million to £274.2 million (2025: £284.6 million), including an
£8.3 million decrease in provisions, principally due to settlement of the Utilita claim in the year.
Phase two of the share buy-back programme commenced in July 2025 and was for £30 million
of committed share purchases, compared with £20 million for phase one. Non-current liabilities
of £153.7 million (2025: £126.4 million) increased by £27.3 million, mainly due to a £28.5 million
increase in loans and borrowings.
At 31 March 2026, net corporate debt was £132.5 million, an increase of £35.1 million from the prior year
amount of £97.4 million. This reflects funding requirements for the continuation of the share buy-back
programme, the exceptional Utilita settlement, tax, capex and dividend requirements, partially offset
by positive cash generation. The net proceeds from the part-disposal of Collect+ were distributed as
a special dividend. Total loans and borrowings of £130.8 million (2025: £102.3 million), increased by
£28.5 million from 31 March 2025. They comprise a £75.0 million non-amortising term loan, £56.5 million
drawdown of the £90.0 million revolving credit facility, £0.3 million accrued interest less £1.0 million
arrangement fees (2025: £45.0 million non-amortising term loan, £58.0 million drawdown from the
revolving credit facility, £0.3 million accrued interest less £1.0 million arrangement fees).
Group Cash Flow and Liquidity
The following table summarises the cash flow and net debt movements during the year.
£m
Year ended
31 March
2026
Year ended
31 March
2025
Change
%
Profit before tax 55.5 26.3 111.0%
Non-cash exceptional items 1.7 25.0 (93.2)%
Depreciation and amortisation 20.3 25.3 (19.8)%
Share-based payments and other items 1.3 2.7 (55.6)%
Working capital changes (corporate) (8.4) (10.3) (19.4)%
Cash generation 70.4 69.0 2.0%
Taxation payments (17.1) (11.4) 50.0%
Capital expenditure (21.6) (18.8) 14.9%
Exceptional settlement payment (10.4) – –
Pension contribution (1.5) – –
Part-disposal of subsidiary, net of costs 43.4 – –
Acquisition of subsidiary, net of cash acquired – (8.9) –
Purchase of convertible loan notes – (16.2) –
Acquisition of non-controlling interest (6.4) – –
Payment of leases (1.0) (0.9) 11.1%
Share buyback (30.1) (14.9) 102.0%
Dividends paid (60.8) (27.8) 118.7%
Increase in net debt (35.1) (29.9)
Net corporate debt at the beginning of the year (97.4) (67.5)
Net corporate debt at the end of the year (132.5) (97.4)
Comprising:
Corporate cash 6.2 4.9
Overdraft (7. 9) –
Loans and borrowings (130.8) (102.3)
Financial review continued
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Strategic report Governance Financial statements
Cash generation increased £1.4 million to £70.4 million (2025: £69.0 million) delivered from profit
before tax of £55.5 million (2025: £26.3 million). There was a net working capital outflow of
£8.4 million (2025: £10.3 million).
The £10.4 million exceptional settlement payment relates to Utilita, as disclosed in the March 2025
financial statements. The £1.5 million pension contribution was to the defined benefit scheme.
The £43.4 million inflow from the part-disposal of subsidiary relates to the investment by IDS
in the Group’s parcel division and is net of disposal costs.
The £30.1 million share buy-back outflow in the period exceeds the £14.9 million in the prior period,
which included only nine months’ share purchases of a £20 million annual committed amount. The current
year outflow represents 12 months’ purchases, of which three months were at the £20 million annual
commitment and nine months were at £30 million p.a.
Capital expenditure of £21.6 million (2025: £18.8 million) was £2.8 million higher than the prior year,
primarily the result of software development investment to modernise heritage systems and Love2shop’s
e-commerce project.
Dividends
We have declared a final dividend of 20.0 pence per share, an increase of 2% on the 2025 final
dividend of 19.6 pence per share. The final dividend is payable in equal instalments of 10.0 pence
per share (2025: 9.8 pence per share) on 3 August 2026 and 25 September 2026 to shareholders on
the register on 3 July 2026 and 28 August 2026 respectively. The final dividend is subject to the approval
of shareholders at the Annual General Meeting on 29 July 2026.
On 17 October 2025, the Group approved a special dividend of 50.0 pence per share, paid on
31 October 2025 to shareholders on the register on 17 October 2025, representing c.69 million eligible
shares. Alongside this, the 12 for 13 share consolidation on 17 October 2025 reduced the number of
shares in issue by c.5.3 million shares.
In aggregate, dividends of £60.8 million (2025: £27.8 million) have been paid to shareholders in the
year. As at 31 March 2026, the Company had approximately £59.3 million (2025: £67.2 million) of
distributable reserves.
Capital Allocation
The Board’s immediate priority is to continue to preserve PayPoint’s balance sheet strength. The Group
maintains a capital structure appropriate for current and prospective trading over the medium term that
allows a healthy mix of returns to shareholders and cash for investments. The Group’s capital allocation
priorities are as follows:
• Investment in the business through capital expenditure and innovation to drive future revenue streams
and improve the resilience and efficiency of our operations;
• Progressive ordinary dividends, targeting a dividend cover of over 2.0 times by FY28;
• Continuation of the share buyback programme, which returned £20 million over the initial 12 months
to 30 June 2025 and will return a further £30 million in each of years 2,3 and 4, depending on business
performance, market conditions, cash generation and the overall capital needs of the business; and
• Targeting an appropriate leverage ratio of 1.2x to 1.5x net debt/EBITDA.
Going Concern
The financial statements have been prepared on a going concern basis having regard to the identified
principal risks and uncertainties and the viability statement on page 62. Our cash and borrowing capacity
provides sufficient funds to meet the foreseeable needs of the Group including dividends.
Rob Harding
Chief Financial Officer
10 June 2026
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PayPoint Plc Annual Report 2026
The Board continues to
focus on growth and delivery
of value to shareholders,
with considerable capital
returned to investors
during the year via our
share buyback programme
and dividends. This year,
our regular dividends were
significantly boosted by the
payment of an additional
special distribution.”
Giles Kerr
Chair
Dear shareholders,
I am pleased to introduce the Governance section
of this year’s Annual Report, which sets out
how the Board operates in practice as it steers
and oversees management’s delivery of the
Group’s ambitious strategic plans. Effective
leadership is key to the achievement of our long-
term objectives and the creation of value for
shareholders and exciting opportunities for our
colleagues in the business.
Corporate Governance Code
For the financial year ended 31 March 2026,
we report on our compliance with the 2024
version of the UK Corporate Governance Code
(the ‘Code’) and our statement of compliance can
be found on page 75.
I am pleased to confirm that, during the year, the
Company complied with all applicable principles
and provisions of the Code. The Company also
took steps to ensure readiness for compliance
with Provision 29 of the Code, which requires us to
conduct an annual review of the effectiveness of
the Group’s risk management and internal control
framework, and to provide a declaration on the
ongoing effectiveness of all material controls.
The new requirements apply to the Company for
financial years commencing 1 April 2026 onwards.
Board composition
The Board keeps Board composition and
succession plans under review to ensure that we
have the skills, experience and diversity around our
board table needed for effective decision making.
I am delighted to report that good progress has
been made in the year to improve the gender
balance of the Board, with the recruitment of
Manasi Bhalerao also enhancing our collective
digital expertise. The Board remains committed
to maintaining strong governance, effective
succession planning and a diverse composition.
Our approach to Board composition strikes
a balance between continuity of leadership
and appropriate refreshing of membership
to reflect emerging priorities and to bring new
perspectives to our discussions. As the business
continues to progress its ambitious strategic goals,
the Board is well positioned to oversee their
delivery for the benefit of shareholders.
The following Board changes took place during
the year ended 31 March 2026:
• Lan Tu succeeded Rakesh Sharma as the
Senior Independent Director. Rakesh remains
an Independent Non-Executive Director and
member of the Remuneration, Nomination and
Audit Committees and the Cyber Security and
Technology Information sub-Committee; and
• Manasi Bhalerao was appointed to the Board
as an Independent Non-Executive Director
and member of the Remuneration, Nomination
and Audit Committees and the Cyber Security
and Technology Information sub-Committee.
Manasi brings numerous skills and experience
to the Board, most notably her extensive
expertise in digital, retail and financial products.
In line with our succession planning, Rakesh Sharma
will be retiring from the Board at the conclusion
of this year’s Annual General Meeting. Rakesh has
made a significant contribution to the Board, and in
his previous role as Senior Independent Director, and
we are grateful for his commitment and leadership.
The Board remains committed to improving
diversity at all levels of the business to ensure
we can continue to support and enhance our
people culture. Further detail can be found in the
Nomination Committee report on page 84.
Conflicts of interest
In accordance with the Companies Act 2006 and
the Articles of Association, Directors are required
to report actual or potential conflicts of interest
to the Board for consideration and, if appropriate,
authorisation. If such conflicts exist, Directors may
need to recuse themselves from consideration
of the relevant matter. Under the Articles of
Association, the Board has authority to approve
any conflicts or potential conflicts of interest that
are declared by individual Directors prior to, and
during, appointment. Conditions may be attached
to such approvals and Directors will generally not
be entitled to participate in discussions or vote on
matters in which they have, or may have,
a significant conflict of interest.
A register of interests is maintained by the
Company Secretary. No material conflicts were
reported by the Directors during the year.
For further information see the Nomination
Committee report on page 84.
Culture and values
The Board is responsible for setting and leading
the Company’s culture, values and behaviours
through the way it works and the decisions it
makes. The Board keeps these matters under
review and monitors how well they are embedded
across the business.
The Executive Board is responsible for implementing
and advocating PayPoint’s purpose, vision and
values in practice, and for ensuring there is a
continuous focus on culture, ethics and diversity.
Our Code of Business Conduct defines the
behaviours expected of colleagues and is supported
by other Group policies and mandatory training.
The Board is proud to support a ‘Welcoming
Everyone’ approach to inclusion and has
celebrated various events during the year from
Pride month to International Women’s Day. The
Board receives updates from the Non-Executive
Directors following their attendance at employee
forums, as well as regular feedback and reporting
on key indicators on employee matters from the
Chief People Officer and CEO.
Enhancing shareholder returns
In July 2025, the Company commenced its increased
share buyback programme to return at least £30
million per annum to shareholders, extended until
the end of March 2028. Our goal is to reduce our
equity base by at least 20% over that period. This
enhanced buyback programme reflects the strong
cash generative nature of the business and the
Board’s confidence in delivering on our growth
targets in the period to 31 March 2028, in line with
our commitment to enhance shareholder returns.
Through a combination of share buybacks, ordinary
and special dividends, the Group has returned more
than £90 million in value to shareholders in the year.
Authority will be sought annually from shareholders
to make market purchases of the Company’s own
shares to complete the share buyback programme.
Introduction to the Corporate Governance Report from the Chair
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Financial statements
GovernanceStrategic report
The Company also held a General Meeting in
October 2025 to approve a special dividend and
share consolidation. The resultant 63,710,952 new
ordinary shares of 0.3611 pence each, in place
of the previous issued shares, were admitted to
trading thereafter. Under the share consolidation,
shareholders received 12 new ordinary shares
for every 13 existing ordinary shares held at the
record date for the special dividend. The special
dividend totalling £34,508,790 was paid to
shareholders on 31 October 2025.
Our policy going forward will be to increase
dividends further, supported by our continued
financial performance, while growing our dividend
cover from the current 1.5 to 2.0 times earnings
to over 2.0 times earnings by FY28. This dividend
policy, combined with the increased and extended
buyback programme, will enhance shareholder
returns and ensure the business continues to
maintain an efficient capital structure, balancing an
appropriate leverage ratio with the overall capital
needs of the business.
The Board is proposing a final dividend to be
approved by shareholders, of 20 pence per share
payable in equal instalments to shareholders
on 3 August 2026 and 25 September 2026 to
shareholders on the register on 3 July 2026 and
28 August 2026 respectively.
2026 Annual General Meeting
(‘AGM’)
The Company’s AGM will be held at PayPoint’s
registered office on 29 July 2026 at 12 noon, where
shareholders will have the opportunity to meet the
Board. The matters to be approved by shareholders
are set out in our Notice of Annual General Meeting,
which will be posted to shareholders in June 2026.
The AGM Notice is also available on our website.
Investors who hold their shares through a nominee
should contact their nominee service provider
if they would like to attend the Annual General
Meeting in person.
The Board’s own engagement
with stakeholders
In its decision-making, the Board has regard to
each Director’s duty to promote the success of
the Company, taking account of the interests of
the Company’s stakeholders. In particular, it seeks
to foster strong relationships with colleagues,
shareholders, convenience retailer partners, SMEs,
consumers, clients and local communities and,
therefore, has taken account of the likely effect of
the principal decisions taken during the financial
year on these stakeholders. Further details of our
key stakeholders and key activities undertaken by
the business during the year to engage with them
and inform the Board of their views are set out on
pages 43 to 45. Below, we are pleased to outline
some specific stakeholder engagement activities
directly undertaken by Directors.
During the year, a range of colleague engagement
activities took place, which included employee
and staff briefings along with informal meetings
with the CEO. Following the retirement of the
previous designated Non-Executive Director for
employee engagement, it was agreed that an
alternative approach would be adopted to provide
opportunities for the Non-Executive Directors,
in particular, to gain a deeper understanding
of the views and perspectives of PayPoint
colleagues. Non-Executive Directors are able
to attend employee engagement forums to
gain direct insight into colleague perspectives.
These activities are viewed positively and have
contributed to strengthening engagement across
the wider business.
The Directors consider that the Annual Report
and financial statements, together with other
published information on the Company’s financial
results and outlook, play an important role in
providing shareholders with an evaluation of the
Company’s position and prospects. The Board
places great importance on clear reporting
of the Group’s financial performance and
strategic priorities to all shareholders to aid their
understanding and assessment of the business.
The PayPoint investor centre website also
provides comprehensive information for current
The Board recognises that effective governance is essential to achieving long-term
sustainable success for the business and strives to ensure that good governance practices
constantly underpin its decision making and oversight of the business and its risk management.
For the year ended 31 March 2026, the Board confirms that it has complied with all applicable
principles and provisions of the UK Corporate Governance Code 2024 (the ‘Code’).
The Board is responsible for ensuring that the Group has appropriate arrangements in place to
comply with the Code’s requirements. This Governance report and the Strategic report set out how
the Board has discharged its duty to robustly govern the business.
The Board keeps its approach to governance and application of the Code under review. In particular
during the year, the Board oversaw a thorough process to prepare for application of Provision 29
of the Code, which first applies to PayPoint for the financial year ending 31 March 2027, to ensure
readiness for its implementation.
Further information on the Code can be found on the Financial Reporting Council’s website at
www.frc.org.uk.
Principles of the Code More information
Board Leadership and Company Purpose Page 80
Division of Responsibilities Page 80
Composition, Succession and Evaluation Page 83
Audit, Risk and Internal Control Page 86
Remuneration Page 94
Corporate Governance statement
and potential shareholders on its governance
arrangements and strategic and financial matters,
including copies of investor presentations.
The Board welcomes engagement from all
investors and acknowledges the importance of
an open dialogue with its retail shareholders as
well. The Annual General Meeting, which is open
to all shareholders, is a good forum for interaction
between the Board and shareholders. The Board
has proposed resolutions at the forthcoming
Annual General Meeting that will enable it to offer
opportunities for retail shareholders to participate
in any future non-pre-emptive share placings.
The Chair and Senior Independent Director are
available to address any shareholder concerns that
cannot be resolved using usual channels.
Conclusion
During the last year, Nick Wiles and his Executive
team have managed the business with vision and
skill, and their efforts are securing growth for
the business and a bright future for PayPoint, its
shareholders, colleagues and customers. I would
like to express my thanks to the entire PayPoint
team for their valuable contribution to our
ongoing success.
If you wish to discuss any aspect of our
governance arrangements, please contact
me via our Company Secretary by email:
CompanySecretary@paypoint.com.
Giles Kerr
Chair
10 June 2026
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PayPoint Plc Annual Report 2026
Lan Tu
Senior Independent Director
Appointed to the Board in March 2024. Appointed
as Senior Independent Director in August 2025.
Board skills and experience
Lan brings experience in business leadership at scale,
and an executive background in the payments industry.
Committee memberships
Member of the Audit, Remuneration and Nomination
Committees and the Cyber Security and Information
Technology sub-Committee.
Career
Formerly, Lan served as a non-executive director at
Arrow Global Group plc, and at WNS Holdings Ltd.
She was also the vice chair at Kings College London.
She was the chief executive of Virgin Money Investors,
a joint venture between Virgin Money and Standard
Life Aberdeen plc (now Aberdeen plc). Previously, Lan
also served as chief strategy officer for Standard Life
Aberdeen and held a number of senior executive roles
in American Express. Prior to that, Lan worked at the
management consultancy McKinsey & Co.
External appointments
Senior independent director at Shawbrook Group plc
and a director of its subsidiary, Shawbrook Bank; Chair
of Council of Queen Mary University of London.
Giles Kerr
Chair
Appointed to the Board in November 2015 as
an Independent Non-Executive Director and
Chair of the Audit Committee. Assumed the role
of Senior Independent Director in May 2017
and became Chair of the Board in May 2020.
Following a shareholder consultation in 2024, Giles’
appointment as Chair has been extended beyond
the usual nine-year term.
Board skills and experience
Giles brings extensive knowledge and experience in
corporate finance, accounting and risk management.
Committee memberships
Chair of the Nomination Committee
and member of the Remuneration Committee.
Career
Giles’ former roles include chief financial officer at
the University of Oxford, group finance director
at Amersham plc and national partner at Arthur
Andersen & Co. Former non-executive director roles
include: BTG plc, Victrex plc, Elan Corporation Inc,
Adaptimmune Therapeutics plc, Abcam plc and Arix
Bioscience plc.
External appointments
Non-executive director and member of the audit,
remuneration and nomination committees of
Halma plc.
Nick Wiles
Chief Executive
Appointed to the Board in October 2009, becoming
Chair in May 2015, Executive Chair in December
2019 and Chief Executive in May 2020.
Board skills and experience
Nick brings executive director experience in
investment banking, corporate finance, equity
markets, investor sentiment and relations.
Committee memberships
Chair of the Market Disclosure Committee.
Career
Nick retired from the City in 2012 after more than
25 years in fund management, corporate broking and
investment banking. His career started as an analyst
and fund manager at Mercury Asset Management
before moving to Cazenove, where he spent the
majority of his career. Nick was a partner prior to
Cazenove’s incorporation and a vice chairman of
JP Morgan Cazenove. He was also previously a
non-executive director of Strutt & Parker and Picton
Property Income Limited and senior independent
director at Primary Health Properties plc, prior to its
merger with MedXplc.
External appointments
No external appointments.
Rob Harding
Chief Financial Officer
Appointed as Chief Financial Officer in August 2023
and appointed to the Board in September 2023.
Board skills and experience
Rob is a chartered accountant and brings extensive
experience in professional and financial services,
working with multinational companies on strategic
change initiatives and efficiency programmes. Having
served as a Chief Risk Officer, Rob also brings a deep
understanding of risk management and working in a
challenging regulatory environment.
Committee memberships
Member of the Market Disclosure Committee and
Cyber Security and Information Technology
sub-Committee.
Career
Rob is a qualified chartered accountant with more
than 25 years’ experience across financial services
with Co-Op Insurance, Swinton Insurance and Aviva
plc, professional services with Arthur Andersen
and Ernst & Young and chief financial officer at
De La Rue Plc.
External appointments
No external appointments.
Board of Directors
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Financial statements
GovernanceStrategic report
Manasi Bhalerao
Independent Non-Executive Director
Appointed to the Board in March 2026.
Board skills and experience
Manasi brings extensive leadership experience
and knowledge in digital, product, and technology
strategy within global consumer businesses.
Committee memberships
Member of the Audit, Remuneration and Nomination
Committees and the Cyber Security
and Information Technology sub-Committee.
Career
Manasi is a group product and technology director for
digital and e-commerce at Tesco and leads the end-
to-end digital customer experience across key online
products like grocery, marketplace, Whoosh rapid
delivery and F&F fashion online. She manages global
teams of product, technology and UX. Prior to this,
Manasi held multiple senior roles at Just Eat, including
global senior product director and chief product
officer, where significant product innovations and a
global restructuring of product teams were achieved.
With a strong background at American Express spanning
15 years, Manasi led strategic product development
across Latin America and Canada, implemented an
Agile transformation and directed a $250 million
technology portfolio. Her experience also includes
M&A at Orange Group and retail banking at HSBC.
External appointments
No external appointments.
Ben Wishart
Independent Non-Executive Director
Appointed to the Board in November 2019.
Board skills and experience
Ben brings a deep understanding of technology to
the Board. He has proven leadership and governance
skills on technology matters within a global business.
Committee memberships
Chair of the Remuneration Committee and a member
of the Audit and Nomination Committees. Chair
of the Cyber Security and Information Technology
sub-Committee.
Career
Ben has previously served as chief technology officer
of Ahold Delhaize and chief information officer of
Morrisons plc and Whitbread plc, and has held various
senior information technology roles at Tesco plc.
External appointments
No external appointments.
Rakesh Sharma OBE FREng CPhys
Independent Non-Executive Director
Appointed to the Board in May 2017. Resigned as
Senior Independent Director in August 2025.
Board skills and experience
Rakesh brings executive management and cultural
change experience to the Board. His long association
in the global security sector brings skills in cyber
security and information technology.
Committee memberships
Member of the Audit, Remuneration and Nomination
Committees and the Cyber Security and Information
Technology sub-Committee.
Career
Rakesh was chief executive of Ultra Electronics Holdings
Plc, having held several senior positions and managed
businesses and divisions across the company’s wide
portfolio, including in the B2B fintech sector.
External appointments
Chair of Kromek Group plc; chair of Horizon
Technologies Consultants Limited; chair of
remuneration committee at Mony Group plc;
Lay member at The University of Nottingham;
non-executive director of Moneysupermarket.com
Group plc; director of the Sidney Stringer Multi
Academy Trust; and partner of Sharma Capital
Partners Ltd.
Appointed to the Board in October 2020.
Board skills and experience
Rosie brings strong financial skills and extensive
knowledge of accounting, financial reporting, risk
management and governance.
Committee memberships
Chair of the Audit Committee and member of the
Remuneration and Nomination Committees.
Career
Rosie is an experienced audit committee chair.
She is a chartered accountant and was a former
audit partner at PwC, with over 30 years of audit
experience across multiple sectors.
External appointments
Independent non-executive director, audit and risk
committee chair and member of the nomination
and remuneration committees at SThree plc. Senior
independent director, audit committee chair and
member of the nomination, remuneration and ESG
committees of Foxtons Group plc and Workspace
Group Plc. Rosie is stepping down as a director of
Foxtons Group plc on 31 July 2026.
Rosie Shapland
Independent Non-Executive Director
Company Secretary
Indigo Governance Limited, is appointed as Company
Secretary to the Board. Indigo is represented at all
Board and Committee meetings by Bernadette Young,
FCG, who is a Chartered Governance Professional with
significant experience of supporting the governance
of listed companies.
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PayPoint Plc Annual Report 2026
Simon Coles
Managing Director, Digital Payments
& Open Banking
Katy Wilde
Chief People Officer
Executive Committee
Julian Coghlan
Managing Director, Love2shop
Mark Latham
Managing Director, Merchant Services
Jo Toolan
Managing Director, Network Services
Rob Harding
Chief Financial Officer
Nick Wiles
Chief Executive
For the Executive Board biographies go to
https://www.paypointbusiness.com/corporate/our-group/executive-board.
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Executive Board and
Executive Committee
diversity
Gender
Female 28.5%
Male 71.5%
Ethnicity
Ethnic minority British 7%
White British 93%
Steve O’Neill
Chief Marketing and Corporate Affairs Officer
Tanya Murphy
General Counsel
Chris Paul
Finance Director
John Lynch
Director of Data Analytics
Executive Board – includes all members of the Executive Committee
Ben Ford
Retailer Network and Operational Excellence Director
Anthony Sappor
Banking & Digital Engagement Services Director
Sam Holden
Managing Director, Parcels & E-commerce
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PayPoint Plc Annual Report 2026
Our corporate governance report, together with the reports of our
Committees, seeks to provide a clear explanation of PayPoint’s
governance arrangements.
Membership and attendance at scheduled Board meetings held during the year
The table below shows Directors’ attendance at scheduled Board meetings held during the year.
Corporate Governance Report
0 to 3 years 3
4+ years 5
Tenure of Board (as at 31 March 2026)
In addition to the six scheduled Board meetings, the Board met a further five times during the year
to give consideration to, and to approve, ad hoc matters in accordance with the schedule of matters
reserved to the Board. The Board also held a dedicated strategy session to review the long term direction
and goals of the business.
Board composition
At the date of this report, the Board comprised eight Directors: the Chair; Chief Executive; Chief
Financial Officer; Senior Independent Director; and four Independent Non-Executive Directors. The
Non-Executive Directors have a broad range of skills and experience bringing balance and diversity to the
Board. The biographies, skills and competencies of each of our Directors are set out on pages 72 to 73.
On page 84, further details are provided on how the composition of the Board is managed.
The terms and conditions of appointment of the Non-Executive Directors and the Executive Directors’
service contracts are available for inspection at the Company’s registered office during normal business
hours and at the Annual General Meeting. In accordance with the provisions of the UK Corporate
Governance Code, all Directors except Rakesh Sharma will submit themselves for re-election or election
at our Annual General Meeting.
The Board’s proposals for the re-election of each Director have been informed by the recommendations
of the Nomination Committee. Further details can be found in the Notice of Annual General Meeting.
The Directors have disclosed all their significant external commitments. These have been considered by
the Nomination Committee and the Board has confirmed it is satisfied that all the Directors are able to
allocate sufficient time to the Company to discharge their responsibilities fully and effectively.
Non-Executive Directors
Executive Directors
Giles Kerr (Chair)
Appointed: 20 November 2015, becoming Chair in May 2020
6/6
Rob Harding Chief
Financial Officer
Appointed: 7 September
2023
6/6
Nick Wiles Chief Executive
Appointed: 22 October
2009
6/6
Manasi Bhalerao
Appointed: 25 March 2026
1/1
*
Lan Tu (Senior Independent
Director)
Appointed: 15 March 2024
6/6
Rosie Shapland
Appointed: 2 October
2020
6/6
Ben Wishart
Appointed: 14 November
2019
6/6
* Manasi Bhalerao was appointed to the Board on 25 March 2026.
** Rakesh was not able to attend one meeting due to a pre-existing personal commitment
Rakesh Sharma
Appointed: 12 May 2017
5/6
**
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Diversity Statement in accordance with UKLR 16.3.29
1
Board Diversity
As at 31 March 2026 the Board comprises a male Chair, a female Senior Independent Director, two male
and two female Non-Executive Directors and two male Executive Directors. Accordingly, one of the four
leadership roles specified in the UK Listing Rules is currently held by a woman. Although the Board has
37.5% female representation, with three of the eight Board roles held by women, it acknowledges this
does not quite achieve the 40% minimum female representation at Board level targeted in the UK Listing
Rules in the financial period ended 31 March 2026.
The Board has three Directors from a minority ethnic background and therefore meets this UK Listing
Rules diversity target.
Further information on the work of the Nomination Committee, including diversity matters, can be found
on page 84.
1 31 March 2026 is the Company’s chosen reference date for the purposes of reporting against Listing Rule UKLR 16.3.29.
Board diversity (as at 31 March 2026)
Gender
Ethnic minority British 37.5%
White British 62.5%
Female 37.5%
Male 62.5%
Ethnicity
Business Diversity
In line with our colleague Diversity, Equality and Inclusion Policy, the Board is fully committed to improving
gender diversity at all levels. Members of the Executive Board and Executive Committee comprise four
female and ten male members, representing a gender split of 28.6% female and 71.4% male. The senior
leadership team (direct reports to the Executive Board) has a gender split of 53% female and 47% male.
The gender split for all colleagues is 43% female and 57% male.
In accordance with UK Listing Rule 16.3.29, the prescribed numerical data on the ethnic background
and the gender identity of the Board and the Executive Board is set out in the following tables. For the
purposes of making these disclosures, the Company has collected this data by asking each Director or
officer of the Company to confirm their gender identity and ethnic background directly and entering the
responses onto the Company’s HR system.
Board and Executive Management gender representation
Number
of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID & Chair)
Number of
Executive
Management
Percentage
of Executive
Management
Men 5 62.5% 3 10 71.4%
Women 3 37.5% 1 4 28.6%
Board and Executive Management ethnic representation
Number of
Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID & Chair)
Number of
Executive
Management
Percentage
of Executive
Management
White British or other White
(including minority-white groups)
5 62.5% 3 13 92.9%
Asian/Asian British 3 37.5% 1 – –
Black/African/Caribbean/
Black British
– – – 1 7.1%
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PayPoint Plc Annual Report 2026
Independence statement
The Board considers each of its Non-Executive Directors to be independent in character and judgement
and to be free from any business or other relationship which could affect the exercise of his or her
judgement. The Chair was considered independent on appointment.
A consultation with shareholders was conducted in 2024 regarding the possibility of the Chair serving
a further three-year term, having first been appointed to the Board in 2015 but only appointed as Chair
in 2020. The rationale for the proposal, which received considerable support from shareholders, was to
provide continuity between the Chair and CEO as the business pursued its strategy for growth, and to enable
a period in which effective and orderly succession planning for the role of the Chair could be pursued.
The Chair was re-elected at last year’s AGM and is again proposed for re-election at this year’s AGM.
Directors’ remuneration
Details of how the provisions of the Code have been applied in respect of Directors’ remuneration are set
out in the Remuneration Committee Report on pages 94 to 113.
Whistleblowing
The Board retains overall responsibility for oversight of whistleblowing matters and ensures that any
concerns raised are appropriately reviewed and addressed. Colleagues are encouraged to speak up
openly and raise any concerns to their line manager in the first instance. Where individuals feel unable
to do so, alternative points of contact include the Whistleblowing Officer, Chief People Officer, Senior
Independent Officer and General Counsel. The Company also provides access to an independent
third-party service, Protect, which enables colleagues and third parties to raise concerns confidentially
and, if preferred, anonymously. Information about how to raise concerns is communicated through internal
policies and training provided to all colleagues. Any whistleblowing matters are reported to and overseen
by the Audit Committee, which monitors the nature and resolution of concerns raised. For the year ended
31 March 2026, one whistleblowing incident was reported.
Corporate Governance Report continued
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Corporate Governance Framework
Audit Committee
The key role of the Audit Committee is to
assist the Board in fulfilling its oversight of
financial and risk matters, including leading
the assessment of material internal controls
and risk management in accordance with
Provision 29 of the Code. The Committee
reviews and monitors the integrity of the
financial statements of the Company and any
formal announcements relating to its financial
performance, reviewing significant financial
reporting judgements contained in them, the
internal and external audit process and auditors,
and the processes for compliance with laws,
regulations and ethical codes of practice. Read
more on page 86.
The Board provides effective leadership to the Group. It has adopted a corporate governance framework which includes clearly defined roles and responsibilities, as described below, to support the Board’s strategic
decision-making, scrutiny of performance, risk management, and progress towards objectives, as well its leadership of the Group’s culture and values. The framework ensures there is appropriate accountability for
delivery of the Company’s strategic aims, taking due account of the interests of shareholders as well as our wider stakeholders.
The Board
The Board is collectively responsible for the long-term success of the Group and is accountable to the Company’s shareholders. The Board provides effective leadership by setting the Group’s strategic goals and overseeing the
efficient implementation of its objective to achieve ambitious but sustainable growth. It monitors operational and financial performance against agreed objectives, whilst ensuring that the appropriate controls and systems exist to
manage risk. The Board ensures that the necessary finances, people and other resources are available within the business to achieve the strategic goals the Board has set, and that the Group’s policies and practices are consistent with
the culture and values it has established. The Board’s Committees support the Board in carrying out its responsibilities. Brief summaries of their respective functions are set out below.
The Board has approved a schedule of Matters Reserved to the Board, being those decisions that will not be delegated.
Copies of the Matters Reserved to the Board and Committee Terms of Reference can be found on the Company’s website www.corporate.paypoint.com.
Cyber Security & Information Technology Sub-Committee
The Cyber Security & Information Technology Sub-Committee is a sub-committee of the Audit Committee. The
role of the Committee is to oversee and enhance the Audit Committee’s understanding of the IT systems, policies,
controls and procedures which management has put in place to identify, manage and mitigate cyber and information
security risks, respond to relevant incidents and protect IT infrastructure assets. Read more on page 92.
Consumer Duty Regulations
In line with the introduction of the Consumer Duty regulations by the FCA, a consumer duty champion has been appointed for each of the Group’s regulated entities and each entity has implemented detailed policies and procedures
which outline our commitment to the requirements and our approach to meeting the obligations and the spirit of the Consumer Duty requirements.
Regulated entities within the Group
The Group has six regulated entities as detailed below. The Managing Directors of each of these regulated entities report to the Chief Executive:
• PayPoint Payment Services Limited
1 (FRN: 608277)
• Handepay Limited
2 (FRN: 673564))
• Merchant Rentals Limited
3 (FRN: 720500)
• RSM 2000 Limited
4 (FRN: 729928 & 715057)
• Park Card Services Limited
5 (FRN: 900016)
• Obconnect Limited
6 (FRN: 935017)
1 This an authorised payment institution regulated by the FCA with permission to provide regulated payment services (including certain Cash Out services) under the
Payment Services Regulations 2017.
2 This is an authorised Consumer Credit (Consumer Hire) company regulated by the FCA with credit broking permissions under the Consumer Credit Act. This is a Full
Limited Permission Consumer Credit firm.
3 This is an authorised Consumer Credit (Consumer Hire) company regulated by the FCA with permission to enter into Regulated Consumer Hire Agreements as owner and to
exercise or have the right to exercise the owner’s rights and duties under regulated Consumer Hire Agreement permissions. This is a Limited Permission Consumer Credit firm.
4 This is an authorised payment institution regulated by the FCA with permission to provide regulated payment services under the Payment Services Regulations 2017 and
is also an authorised Consumer Credit company regulated by the FCA with permissions for credit broking, debt collecting, debt administration, entering into Regulated
Consumer Hire Agreements as owner and exercising or having the right to exercise the owner’s rights and duties under a regulated Consumer Hire Agreement. This is a Full
Permission Consumer Credit Firm.
5 This is an Authorised Electronic Money Institution regulated by the FCA with permissions to issue electronic money (e-money) and provide payment services.
6 This is an authorised payment institution regulated by the FCA with permissions to issue electronic money (e-money) and provide regulated payment services under
Payment Services Regulations 2017. PayPoint plc became the majority shareholder of obconnect Limited in October 2024.
Executive Board and Executive Committee
As part of the business reorganisation agreed in March 2026, the Company established the Executive Committee
with responsibility for setting overall strategy and direction of the business and accountability for business
performance. The Executive Board will remain in place as an operating board to lead the operational execution of
strategy and plans. Details of the membership of these Committees is provided on page 74 and 75
Nomination Committee
The key roles of the Nomination Committee are to ensure there
is a formal procedure for appointment to the Board, that Board
composition is regularly reviewed, in particular taking account
of the Group’s strategic priorities and commercial needs, that
plans are in place for orderly and diverse succession for the
Board and executive team, and to work with the Remuneration
Committee to ensure the appropriate remuneration package is
offered to new Board members. The Committee places a strong
emphasis on diversity, equity and inclusion, seeking to maintain
an appropriate balance of gender and broader diversity factors.
The Committee supports diversity at Board level, while ensuring
that Board composition continues to meet the evolving
strategic and commercial requirements of the business. The
Committee reviews the Board’s diversity, equity and inclusion
(‘DEI’) policy on an annual basis and recommends its adoption
to the Board. Read more on page 84.
Remuneration Committee
The role of the Remuneration Committee is to ensure that
the Group’s remuneration policy and practices are designed
to support delivery of PayPoint’s strategy and promote the
Company’s long-term sustainable success. The Committee
ensures executive remuneration is aligned to the Company’s
purpose and values and linked to delivery of the Company’s
long-term strategy, promoting accountability and behaviours
that are consistent with the Group’s approach to risk. It ensures
that senior colleagues are rewarded fairly and responsibly, with a
clear link to corporate and individual performance, having regard
to statutory and regulatory requirements. The Committee also
reviews wider workforce remuneration and related policies and the
alignment of incentives and rewards with PayPoint’s culture. Read
more on page 94.
ESG Working Group
The Board of Directors retains oversight on all environmental, social and
governance (ESG) issues including setting strategy and meaningful targets,
reporting on Task Force on Climate-related Financial Disclosures (TCFD)
matters and engagement with key stakeholders.
The Executive Board has overall day-to-day management responsibility for
ESG matters and receives progress reports from the ESG Working Group (a
working party of the Executive Board comprising the Chief People Officer,
the Head of Compliance, Risk and Internal Audit, the Chief Marketing and
Corporate Affairs Officer, the Head of Financial Control and others to
progress ESG matters and TCFD reporting through regular meetings). The
ESG Working Group met throughout FY26 and progressed various aspects
of TCFD reporting and ESG matters that were considered and approved
by the Executive Board and Board. The ESG Working Group monitors
performance against targets throughout the year and reports performance
to the Executive Board and Board. Read more on [pages 32 and 33].
Market Disclosure Committee
The Market Disclosure Committee
oversees the assessment, protection
and disclosure of inside information
by the Company to ensure that it
meets its obligations under the
Market Abuse Regulations and
the Financial Conduct Authority’s
UK Listing Rules and Disclosure
Guidance and Transparency Rules.
Its members are the Chief Executive,
Chief Financial Officer, Company
Secretary and General Counsel.
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PayPoint Plc Annual Report 2026
Division of roles and responsibilities
There is clear and effective division of individual roles and responsibilities between the Board and management as described below:
Board governance
and leadership
Chair – Giles Kerr
Giles Kerr is responsible for the effective leadership,
operation and governance of the Board and its
Committees. He ensures that the Board as a whole
plays a full and constructive part in the development
and determination of the Group’s strategy and overall
commercial objectives. His current responsibilities
include:
• setting the Board’s agenda and ensuring the Board
receives accurate, timely and clear information on
all matters reserved to its decision, on the Group’s
performance and operations, and as required to
ensure that sufficient and timely consideration is
given to complex, contentious or sensitive issues;
• ensuring that appropriate time is available to
the Board to consider and approve the Group’s
strategic direction and business model;
• leading the establishment of an annual process
for reviewing the effectiveness of the Board, its
committees and individual directors, and acting on
the findings of those reviews as part of a process
of continual improvement and strengthening of the
Group’s governance;
• arranging informal meetings of the Directors,
including meetings of the Non-Executive Directors
at which the Executive Directors are not present;
• chairing the Nomination Committee, and, in that role,
initiating change and succession planning to retain
and build effective, diverse and complementary
Board and Executive Board memberships, including
facilitating the appointment of effective and
suitable members and Chairs of Board Committees;
• ensuring dialogue with shareholders, led by the
Chief Executive, is effective and active, and that
feedback is shared so that members of the Board
have a good understanding of the views of major
investors; and
• promoting the highest standards of behaviour
and governance, at Board level and throughout
the Group.
Constructive challenge
and independent oversight
Company Secretary
Senior Independent Director – Lan Tu
Lan Tu supports the Chair in her role by acting
as a sounding board for the Chair and a trusted
intermediary for other Directors. Her other main
responsibilities include:
• chairing the Nomination Committee when it is
considering succession to the role of Chair of
the Board;
• meeting with the Non-Executive Directors at least
once a year to appraise the Chair’s performance and
on such other occasions as are deemed appropriate;
• being available to shareholders if they have
concerns which contact through the normal
channels of the Chief Executive, Chief Financial
Officer or Chair has failed to resolve, or for which
such contact is inappropriate; and
• having sufficient contact with major shareholders
to obtain a balanced understanding of their issues
and concerns.
Indigo Governance is appointed as Company
Secretary to the Board and all its Committees.
Bernadette Young, FCG, on behalf of Indigo, provides
advice to the Board to ensure good governance
practices, compliance with company law, UK Listing
Rules, Disclosure Guidance and Transparency Rules
and the Market Abuse Regulations, and the smooth
running of the Board and its Committees. Her
responsibilities include:
• supporting the Board and Committee Chairs in
setting meeting agendas and ensuring appropriate
and sufficient information is made available to the
Board members in a timely fashion;
• ensuring compliance with appropriate Board
procedures, governance best practice and relevant
regulatory requirements;
• arranging the induction of new Directors and
coordinating training requirements for the Board as
required;
• organising an annual internal Board and Committee
evaluation or facilitating an external review
as appropriate;
• contributing to the assessment of inside information
in relation to the business as a member of the
Market Disclosure Committee of the Board; and
• acting as secretary to the Group’s subsidiaries.
Independent Non-Executive
Directors – Manasi Bhalerao,
Rosie Shapland, Rakesh Sharma
and Ben Wishart
Independent Non-Executive Directors offer fresh
perspectives, independent of management and
reflecting their diverse experiences and backgrounds.
Their role is to provide constructive challenge and
support on strategic and governance matters, and
to robustly scrutinise operational progress, financial
matters and material risks and controls. They are
expected to attend all scheduled Board meetings
and those of the Committees to which they are
appointed. They are required to devote such time as is
necessary for the proper performance of their duties.
During the year, the Chair held meetings with the
Non-Executive Directors without the presence of
the Executive Directors. There were no unresolved
concerns about the running of the business.
Running the business
Chief Executive – Nick Wiles
Nick Wiles is responsible for managing the Group’s
business and for proposing and developing the
Group’s strategy and overall commercial objectives.
He leads the Executive Board, the members of
which are set out on pages 74 to 75. His other main
responsibilities include:
• providing input to the Board’s agenda and ensuring
that the Executive Board provides timely reports to
the Board that contain clear, accurate and adequate
information to inform the Board’s discussions and
decision-making;
• implementing the Board’s agreed strategy with the
support of the Executive Board;
• ensuring that the Chair is alerted to forthcoming
complex, contentious or sensitive issues affecting
the Group;
• chairing the Market Disclosure Committee
(see page 79);
• providing information and advice to the Chair and
Nomination Committee in respect of succession
planning for membership of the Executive Board;
• leading investor dialogue activities; and
• acting as director of various subsidiaries of the Group.
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Financial statements
GovernanceStrategic report
1.
Strategy and business review
• Held a scheduled strategy session followed by progress reviews throughout the year.
• Agreed the new targets set for the Group for the next three years to the end of FY29.
• Received regular business and performance updates across all divisions.
• Resolved to simplify the business through a reorganisation into four business units:
Network Services, Digital Payments and Open Banking, Love2shop and Merchant Services.
• Assessed strategic growth opportunities with key UK supermarkets.
• Approved the rollout of BankLocal services for Lloyds Banking Group and FMCG brand
campaigns in to the network.
2.
Internal control and risk management
• Assessed the IT infrastructure and cyber risks generally and specifically and approved
the IT Management Policy.
• Assessed the effectiveness of the internal controls and risk management processes within the Group.
• Received the Executive Team’s annual attestation that internal controls have been operating during
the year.
• Carried out an enhanced and robust assessment of the nature and extent of emerging and principal
risks and uncertainties facing the Group and how these risks could affect the business, financial
condition or operations of the Group.
• Considered what additional measures were required to ensure compliance with the new Provision 29
of the UK Corporate Governance Code 2024 which is effective from 1 April 2026 for the Group.
• Adopted a refreshed Board Delegation Authority Framework.
• Ensured compliance with the new Companies House IDV requirements.
Board activities
The Board and its Committees
meet regularly throughout the
year with meetings scheduled
around key dates in the
Company’s corporate calendar,
and when necessary to consider
key corporate transactions or
events.
A Board strategy session was also held in
November 2025.
The Board is updated on progress against the
strategic plan and any new initiatives to grow
and develop the PayPoint Group, challenges that
could threaten achievement of the Group’s key
ambitions and other material matters.
The Chair sets the agenda for each Board meeting
in conjunction with the Company Secretary
and ensures that adequate time is available
for discussion of all agenda items. He ensures
decisions are reached in an effective manner by
facilitating open discussion and debate of agenda
items which are well informed by appropriate
information and reports. The Directors meet
ahead of each Board meeting to discuss the
business of the meeting and any related issues
and the Non-Executive Directors also have regular
private meetings in the absence of the Executive
Directors. Consultations with management and
with external advisers are held when necessary,
and invitations to them to attend relevant parts of
board meetings are also issued to aid the Board’s
decision-making process. The information that
follows shows the key areas of Board activity
during the year ended 31 March 2026. Further
details on the Board’s activities, including
its approach to culture and values, can be
found on page 81.
Running the business
Chief Financial Officer – Rob Harding
Rob Harding is responsible for all financial reporting,
tax, treasury and financial control aspects of the
Group. As a member of the Executive Board, he
also provides support to the Chief Executive in the
development and implementation of the strategy, and
in the wider activities of the Group as required. Rob is
also a chair and director of various subsidiaries of the
Group and acts as Consumer Duty Champion.
Executive Board and
Executive Committee
The Executive Committee, established as part of the
business reorganisation announced in March 2026,
comprises the Chief Executive, the Managing Director
of each business unit, the Chief Finance Officer
and the Chief People Officer identified on page 74.
The Committee is responsible for developing the
overall strategy and direction of the business and is
accountable for overall business performance
The Executive Board, comprising the Executive
Committee and key functional leaders identified on
page 75, leads the operational execution of strategy
and plans.
The Board’s approved Delegation of Authorities sets
out the Executive Committee and Executive Board
responsibilities which include preparing the annual
business plan and forecasts in conjunction with
the Chief Executive and Chief Financial Officer. The
Executive Board is accountable to the Board for the
successful execution of the Group’s risk management
strategy, including the establishment of appropriate
controls, allocation of appropriate resources and
provision of thought leadership for effective
management in each of the individual Executive
Board members’ functional areas, as delegated to
it by the Board.
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PayPoint Plc Annual Report 2026
Induction & training
On joining the Board, all new Directors receive a full, formal and tailored induction. Meetings are held with
other Directors, the Company Secretary, each member of the Executive Board, other senior management
in the business and external advisers as appropriate. The induction includes the provision of relevant
current and historical information about the Company together with applicable business policies. In
addition, as part of their induction, new Directors undertake a number of retail site visits to better
acquaint themselves with PayPoint products and services and to receive first hand customer feedback.
The Company Secretary assists in the induction of new Directors and undertakes a review with new
Directors post induction to consider any initiatives which would improve the process.
Training and support
Directors are provided with clear and accurate information on matters to be considered at the Board
and its Committee meetings. This information is provided in a timely manner to ensure an appropriate
level of review by each Director ahead of the meetings.
In the course of the year, the Board is briefed on any significant changes in the law, regulations,
governance, best practice or developments within PayPoint which affect their roles both on the Board
and on the Board Committees. Experts and advisers are brought in as necessary to present to the
Board or its Committees on technical subject matters.
The Company Secretary and senior managers provide regular updates to the Board on changes
to regulatory and best practice requirements and guidance relevant to their specialisms, as well as
potential developments which are still under consideration or are the subject of consultation.
The Remuneration Committee receives regular updates from its adviser on changes to the executive
remuneration landscape, investor expectations and regulatory changes.
The Audit Committee is kept abreast of evolving accounting standards and risk management best
practice by the Group’s auditor, Chief Financial Officer and other senior management. Regulatory
updates are also provided by the Head of Risk, Compliance and Internal Audit.
The Directors have access to the Company Secretary as well as members of the Executive Board
and senior management, and they can also seek independent professional advice if this is deemed
necessary for the proper performance of their duties.
Board activities continued
3.
4.
5.
Financial
• Approved half-year and full-year financial statements and quarterly trading updates and approved
management presentations to analysts for the full and half-year results.
• Approved interim dividends and recommended the final dividend to be paid to shareholders.
• Recommended a special dividend and share consolidation for approval by shareholders.
• Approved the Company’s extension of the share buyback programme.
• Considered and approved the three-year plan for the financial years ending 31 March 2027–2029.
• Reviewed Group forecasts and scrutinised the built-in risks and opportunities.
• Received monthly management accounts and other management reports.
• Planned a Capital Markets Day scheduled for September 2026 to provide an update on strategy
to investors.
• Approved the acquisition of the remaining shares in the obconnect business.
• Approved updated policies including the Treasury Policy and other financial and taxation policies,
covering Group Financial Control, Taxation and Reporting.
Governance
• Approved a 3% increase of fees for the Non-Executive Directors.
• Approved the 2025 Notice of Annual General Meeting.
• Reviewed investor feedback from the full and half-year roadshows.
• Considered shareholder analysis reports.
• Updated the Group’s Share Dealing Code and Policy.
• Reviewed and approved the Board policy on Diversity, Equality and Inclusion.
• Approved the Group’s Modern Slavery Statement.
• Undertook an internal board effectiveness review and discussed the outcomes to identify priority
actions to enhance the Board’s effectiveness.
• Approved revisions to terms of reference for the Audit, Remuneration and Nomination Committees and
the Cyber Security and IT Sub-Committee and the schedule of Matters Reserved for the Board.
• Received periodic updates on regulatory matters.
People
• Reviewed Group health and safety reports.
• Discussed the composition of the Executive Board and reviewed succession planning.
• Received updates on employee forum matters and continued to explore further ways of Non-Executive
Director engagement at the employee forums.
• Reviewed Employee Engagement Survey results, noting strong participation.
• Supported initiatives to improve communication, collaboration and in-office presence.
• Encouraged stronger employee recognition and celebration of achievements.
• Discussed improving Board engagement with the Executive Board through informal interactions and events.
• Considered diversity data and initiatives, including the Group’s gender pay gap reporting.
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Performance evaluation
Performance evaluation of the PayPoint Board and its Committees
The Board of PayPoint evaluates its performance on an annual basis. The annual evaluation comprises
a formal and rigorous review of the performance of the Board, its Committees, the Chair and
individual Directors.
In 2026, the annual Board performance evaluation was facilitated internally by Indigo Governance
Limited. It was agreed that to ensure comparability with 2025’s results, the same Board review approach
and questions would be adopted for FY26, with the addition of two new open ended questions
introduced this year to capture further qualitative feedback. A questionnaire was circulated to all
Directors consisting of 28 questions, covering areas such as strategy and value, Board and Committee
effectiveness, governance, Board composition and stakeholders. Based on the outcomes of this exercise,
the Board confirmed it considered its performance to be strong and effective with clear improvements
having been made following the recommendations arising from the FY25 review. The progress made
against each identified action is set out below:
Key issues identified in prior year review Progress made during the year ended 31 March 2026
Ensuring meaningful
engagement with employees
Good progress was made on employee engagement. Employee
surveys and regular catch ups with the Board have been established,
with working groups acting on feedback. Non-Executive Directors
attend executive meetings and employee forums. The Chief People
Officer provides regular updates to the Board.
Ensuring better Board insight
into PayPoint’s culture
The Board receives regular reports on engagement survey results
and the Chief People Officer is invited to Board meetings regularly to
present a People report including a dashboard of relevant KPIs.
Developing a focused Board
learning programme
The use of external experts to address knowledge gaps identified in
the skills matrix continues to be explored, alongside internal briefings
on issues flagged by the Board. Directors are encouraged to take
responsibility for identifying their own training and development
needs and suggestions for training sessions are encouraged. Further
details of the Board’s induction and development activities can be
found on page 82.
A robust and constructive discussion was held by the Board in March 2026. The review concluded that
the Board and its Committees continue to operate effectively. The findings of the Board effectiveness
review, including key recommendations, as well as the Board’s current strengths and areas for
development, were discussed in detail and gave rise to the following agreed actions to enhance
the Board’s operations.
Theme Board Observations
Innovation The Board noted its contribution to innovation primarily focused on
oversight and constructive challenge. Management is able to draw
on the expertise of individual Non-Executive Directors, who provide
targeted input and support on specific initiatives and projects where
relevant. Management was encouraged to leverage the expertise of
individual Non-Executive Directors more as and when appropriate.
Training and development The importance of continued training and development was reaffirmed.
The existing programme of deep-dive sessions will be maintained and
enhanced with additional opportunities for Board members to engage
directly with senior leaders across the business.
Next year’s external
review process
The Board considered the format of the next internal Board
effectiveness review. It was agreed that, in consultation with the
Company Secretary, the Chair will develop a set of more tailored,
business-specific focus areas to enable deeper insight and meaningful
evaluation outcomes to inform next year’s external review process.
Progress against these actions will be reviewed by the Nomination Committee on a regular basis
throughout the year.
Chair’s Performance Review
In accordance with the UK Corporate Governance Code, the Senior Independent Director led a review of
the Chair’s performance by the Directors. The review concluded that the Directors were highly satisfied
with the Chair’s performance and that he continues to operate effectively while fostering a culture of
openness and maintaining a positive relationship with the CEO.
Individual Directors’ Performance Reviews
Individual Directors’ performance reviews were carried out by the Chair during the year through a
continual review process, which included having individual conversations with the Directors on their
performance and contribution to the Board.
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PayPoint Plc Annual Report 2026
We have enhanced the
Board’s composition and
diversity this year with the
appointment of Manasi
Bhalerao who brings key
skills aligned with the
Group’s strategic ambitions.”
Giles Kerr
Chair, Nomination Committee
Dear Shareholders,
On behalf of the members of the Nomination
Committee, I am pleased to present the
Nomination Committee Report for the year
ended 31 March 2026.
The Committee met three times during the year.
The key areas of focus included:
• the appointment of Lan Tu as the Senior
Independent Director, succeeding Rakesh
Sharma who remains an Independent
Non-Executive Director until the conclusion
of the 2026 AGM;
• the appointment of Manasi Bhalerao to the
Board as an Independent Non-Executive
Director;
• Directors’ suitability for re-election, including
an assessment of their independence, their
contribution to the Board and the time they
commit to their duties in accordance with the
requirements set out in the Code;
• the output from the annual Board
effectiveness review that was conducted
internally for FY26; and
• the annual review of the Committee’s
effectiveness and terms of reference.
Following each Committee meeting, a summary of
the Committee’s activity is provided to the Board
together with any recommendations.
Board changes
During the year, the Board remained mindful
of the importance of regularly reviewing its
composition to ensure an appropriate balance
of skills, experience, and independence aligned
with the Company’s strategic priorities. As part
of this ongoing process, two changes took place
during the year, strengthening the Board’s overall
capability and governance:
• Lan Tu succeeded Rakesh Sharma as the
Senior Independent Director with effect from
the 2025 AGM, and;
• Manasi Bhalerao was appointed as an
Independent Non-Executive Director on
25 March 2026. Further information regarding
Nomination Committee responsibilities
The Committee’s key role is to ensure that the Board has the appropriate skills, knowledge and
experience to operate effectively and deliver our strategy. It is responsible for regularly reviewing
the size, structure and composition of both the Board and its Committees, taking into account the
challenges, opportunities and strategic priorities of the business.
The Committee identifies, and recommends to the Board, candidates to fill Board vacancies based
on merit and objective criteria, including diversity factors, and ensures that appointment processes
are formal, rigorous and transparent. The Committee also oversees the development of a diverse
pipeline for executive succession. The Chair invites the Chief Executive to attend the Committee’s
meetings, together with the Chief People Officer, as and when required. The Company Secretary
acts as secretary to the Committee.
Further details of the Committee’s responsibilities can be found in its terms of reference, on the
Company’s website https://paypointbusiness.com/corporate.
Membership and attendance
Giles Kerr (Chair)
Appointed: 20 November 2015, becoming Chair in May 2020
3/3
Manasi Bhalerao
Appointed: 25 March 2026
1/1*
Lan Tu (Senior Independent
Director)
Appointed: 15 March 2024
3/3
Rosie Shapland
Appointed: 2 October 2020
3/3
Ben Wishart
Appointed: 14 November
2019
3/3
Nomination Committee Report
* meetings held since her appointment
** Rakesh was not able to attend one meeting due to a pre-existing personal commitment
Rakesh Sharma
Appointed: 12 May 2017
2/3**
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the induction process provided for Manasi can
be found on page 82.
These changes reflect the Board’s continued
commitment to effective oversight, succession
planning and maintaining a diverse and
well-rounded leadership structure.
In line with succession planning, Rakesh Sharma
will be retiring from the Board at the conclusion
of the 2026 AGM. Rakesh has made a significant
contribution to the Board, and in his previous role
as Senior Independent Director, and we are grateful
for his commitment and leadership. On behalf of the
Board, I wish Rakesh well in his future endeavours.
Diversity
During the year, the Board continued to review
its composition, particularly in light of the FTSE
Women Leaders Review which promotes greater
representation of women in senior leadership
roles, and the Parker Review which considers
ethnic diversity.
The Board is committed to improving diversity at
all levels of the business to ensure we continue
to support and enhance our people culture.
The Board also supports efforts to increase
diversity in the senior management pipeline and
encourages the development of diversity in
senior management roles within PayPoint. Female
representation in leadership roles (Executive
Board and direct reports) increased year-on-year
to 49%.
As part of our Board succession planning, we
take into consideration the ambitions set out in
the FTSE Women Leaders Review and the Parker
Review. The appointment of Lan Tu as the Senior
Independent Director enabled us to meet one
of the diversity targets to appoint at least one
woman in one of the four key roles of Chair, Senior
Independent Director, CEO and CFO. I am also
pleased to report that the CEO and I have been
invited to participate as researchers and allies in the
upcoming FTSE Women Leaders Review.
I am delighted that the appointment of Lan Tu as
Senior Independent Director and the appointment
of Manasi Bhalerao as a Non-Executive Director
have further enhanced the Board’s diversity and
effectiveness. Their experience and perspectives
bring different contributions to deepen Board
discussions, while also demonstrating PayPoint’s
clear commitment to continued development of a
balanced and inclusive culture.
The Board recognises the benefits of diversity
among its members as both a key driver of better
decision-making and a visible demonstration of its
commitment to equity and inclusion.
Diversity is a vital part of the Board’s composition
assessment and the Board has adopted a Board
Diversity, Equality and Inclusion Policy, which
sets out the Board’s commitment to making
progress towards achieving the applicable
targets. Accordingly, the diversity of future
Board candidates will be at the forefront of the
Nomination Committee’s mind when undertaking
any future selection processes for new Director
appointments, with diversity criteria balanced with
making appointments that are based on ensuring
the collective skills, knowledge and experience of
Board members are appropriate to the current and
longer-term needs of the business and to delivery
of its strategy.
Similarly, whilst keeping succession planning under
regular review, the Committee remains mindful of
the importance of diversity of thought in shaping
the Board’s future composition. In doing so, the
Nomination Committee will maintain a balanced
approach, giving active consideration to diversity
factors alongside the skills, experience and attributes
required to ensure that appointments support
effective governance and long-term success.
Further detail on Board diversity can be found
below and under the Diversity Statement contained
in the Corporate Governance Report on page 77.
Board Policy on Diversity, Equity
and Inclusion (DE&I)
The Board’s policy on diversity, equity and inclusion,
which is reviewed annually by the Committee,
sits alongside PayPoint’s employee policy,
which sets out the Company’s commitments to
create a positive and inclusive environment for
all colleagues. The Board policy addresses the
specific requirements of the Code in relation to the
Board and its Committees and the recommended
targets set out by the FTSE Women Leaders
Review, the Parker Review and the UK Listing Rules.
All Board appointments are made on merit, in
the context of the balance of skills, experience,
independence and knowledge which the Board as
a whole requires to be effective, taking account of
diversity factors.
Responsibility has been delegated to the Chief
People Officer for the operation of the diversity
and inclusion policy across the wider workforce
and for ensuring its maintenance and review.
Efforts to increase diversity in the pipeline for
Executive Board and Executive Committee
positions continue to be supported, and greater
diversity in senior management roles across the
Group is encouraged.
During the year, the Committee received a report on
progress made towards achievement of the targets
set by the FTSE Women Leaders Review and Parker
Review as well as progress made towards improving
diversity at the most senior levels of management
and across the wider workforce.
As at 31 March 2026, the Company had three
female members on the Board, representing
37.5% of Directors, and one woman, Lan Tu who is
the Senior Independent Director, in a senior Board
position. Accordingly, the Company only partially
met the targets on gender diversity set out by the
FTSE Women Leaders Review and UK Listing Rules.
PayPoint Plc meets the targets set out in the
Parker Review and the UK Listing Rules in respect
of ethnic diversity on UK boards, with three of the
eight Directors on the Board self-identifying their
ethnicity to be other than White British.
Directors’ time commitment and
length of service
All Directors are aware of the need to allocate
sufficient time to their Board role in order to discharge
their responsibilities effectively. The Nomination
Committee monitors meeting attendance, length of
service and the extent of each Director’s external
commitments on an ongoing basis. All Directors
apart from Rakesh Sharma will be offering
themselves for re-election at the Annual General
Meeting on 29 July 2026 and Manasi Bhalerao
will stand for election for the first time, which the
Committee is pleased to support.
The terms and conditions of appointment of
Non- Executive Directors and the service contracts
of Executive Directors will be made available for
inspection at the Annual General Meeting.
Directors’ conflicts of interest
The Nomination Committee annually reviews
and considers the interests and other external
appointments held by the members of the Board.
External interests that have been declared are
recorded in our register of interests and reviewed
and approved by the Committee. The Directors
have a continuing duty to inform the Board of
any potential conflicts immediately so that such
conflicts may be considered and, if authorised,
included within the register of interests.
We recognise that the Non-Executive Directors
have other business interests outside of
PayPoint Plc and that their experience with other
directorships brings significant benefits to the
Board. All key external roles are set out within
the Directors’ biographies on pages 72 to 73.
Non-Executive Directors are required to obtain
the approval of the Chair before accepting any
further appointments.
A register of related parties is also maintained and
updated by the Company Secretary in order that
any related party transactions are identified and
the necessary disclosures made.
This Nomination Committee Report was approved
by the Committee.
Giles Kerr
Chair, Nomination Committee
10 June 2026
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The Committee continued
to focus on its review of the
Group's risk management
framework and revisions
to the risk architecture,
in preparation for the
introduction into the UK
Governance Code of the new
provision 29 requirements
relating to the effectiveness
of internal controls, which
came into effect for the
Group’s financial year
beginning 1 April 2026.”
Rosie Shapland
Chair, Audit Committee
Dear Shareholders,
As Chair of the Audit Committee (the ‘Committee’)
I am pleased to present the Audit Committee
Report for the year ended 31 March 2026.
The report sets out the remit of the Committee,
its areas of focus for this financial year and the
Company’s relationship with its external auditor,
PricewaterhouseCoopers LLP (‘PwC’).
The Committee held four scheduled meetings
during the financial year, with meetings timed to
coincide with the financial and reporting cycles
of the Group. The Committee also met on 5 June
2026 to review the 31 March 2026 annual report
and financial statements and the findings of
the external auditor and to receive the auditor’s
final report.
The Committee reviewed and discussed the
final report from the external auditor and
recommended the 2026 annual report and
financial statements to the Board prior to their
approval. In addition, the Committee met with
the Company’s external auditor during the year
without management being present.
In the period since our previous report, the work
undertaken by the Audit Committee was as follows:
Financial reporting and policies
• Reviewed the annual and interim financial
statements and, having considered the Group’s
ongoing viability, recommended to the Board
the going concern basis for preparation of
the financial statements and the viability
statement. In doing so, the Committee had
regard to an assessment which modelled the
possible occurrence of significant risks and
events, and which showed that the Group
would continue to be viable and profitable over
a three-year period.
Audit Committee responsibilities
The Committee’s key role is to support the Board in fulfilling its responsibility for oversight of the
integrity of the Group’s financial reporting to shareholders and any formal announcements relating
to the Group’s financial performance. Significant financial reporting issues and judgements, together
with any changes in accounting principles and policies, and any material control recommendations,
are reviewed by the Committee and reported through to the Board.
As requested by the Board, the Committee reviews the content of the annual report and
financial statements and advises the Board on whether, taken as a whole, it is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s
financial position and performance, business model and strategy. The Committee also supports
the Board in assessing the relationship with the external auditor and their effectiveness, as well as
reviewing the effectiveness of the risk management framework and internal controls in the business.
Taking account of the principal risks facing the business, the Committee assesses the on-going
viability of the Group and monitors its processes for compliance with laws, regulations and the
Group’s ethical practices.
Further details of the Committee’s responsibilities can be found in its terms of reference, on the
Company’s website https://paypointbusiness.com/corporate.
Membership and attendance
Rosie Shapland (Chair)
Appointed: 2 October 2020, becoming Chair in December 2020
4/4
Lan Tu
Appointed: 15 March 2024
4/4
Ben Wishart
Appointed: 14 November
2019
4/4
Rakesh Sharma
Appointed: 12 May 2017
3/4*
Audit Committee Report
Manasi Bhalerao
Appointed: 25 March 2026
1/1**
* Rakesh was not able to attend one meeting due to a pre-existing personal commitment
** meetings held since her appointment
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• Considered significant accounting policies,
financial reporting issues, judgements and
estimates. In particular, the Committee
scrutinised management’s assessment
that its Open Banking cash-generating unit
(‘CGU') comprises obconnect Ltd and the
Group’s existing open banking business, as
well as reviewing the valuation prepared by
management for the Open Banking CGU. For
the parent company only, the Committee also
considered the valuation of its investments in
obconnect Ltd and Merchant Rentals Limited.
• Further information about which significant
financial judgements and estimates and other
financial reporting matters the Committee
addressed, and the proposals and assurance
they reviewed, is provided on pages 89 to 91.
• Considered the findings set out in the
reports from the external auditor, including
recommendations on the Group’s IT general
controls (‘ITGCs'), management’s agreed
actions to enhance and strengthen them and
progress against them.
• Reviewed and approved the external audit
fees and received assurance on the external
auditor’s independence. The Group’s policy on
non-audit services was also reviewed.
• Considered and made recommendations to the
Board regarding proposed dividend payments.
• Reviewed the Group’s treasury policy.
• Approved the Group’s tax strategy for the
year and reviewed the approach to certain
tax matters.
Internal audit
• Monitored progress against the year’s audit
plan and internal audit team resourcing.
• Assessed the audit universe and audit cycle
and approved the annual internal audit plan and
resources for FY27.
• Received internal audit reports and assessed
key findings including a review of the
recommendations arising from such reports.
• Monitored the Group’s progress in
implementing control recommendations
arising from completed internal audits.
• Approved the Group’s internal audit policy.
Risk management and internal controls
• Reviewed the Group’s risk management
framework and any changes thereto prior to
recommending the principal and emerging risks
for discussion and approval at the Board.
• Received and reviewed quarterly updates from
the Head of Risk, Compliance, and Internal
Audit on the Group risks.
• Monitored the Group’s progress in implementing
changes to the risk architecture in preparation
for the introduction of provision 29 of the
UK Corporate Governance Code 2024 (‘the
Code’), relating to the effectiveness of the
Group’s material controls. This included
approval of the approach to identifying such
material controls, documentation of the work
conducted and findings made, as well as
the assessment mechanisms used, prior to
presentation of the listing of material controls
applicable to the Group and its activities to
the Board for approval.
• Considered the effectiveness of internal controls,
including but not limited to financial controls,
and the Group’s risk management systems.
• Considered quarterly updates from the Head
of Risk, Compliance, and Internal Audit which
provided an overview of compliance within
the Group’s regulated entities and included
progress reports on the implementation of
changes required to meet significant regulatory
developments, such as the implementation of
the new safeguarding regime requirements.
• Received reports from the Chair of the
Cyber Security and Information Technology
Sub-Committee. The work of this Sub-
Committee is described on page 88, with
further information on its role set out on
page 92.
• Reviewed the Group’s insurance coverage and
approved amendments to coverage levels to
reflect current business requirements and the
Group structure.
• Considered fraud, anti-bribery and
whistleblowing matters, including reviewing the
Group’s relevant policies.
• Reviewed the results of the annual safeguarding
and financial crime audits conducted for our
payment services regulated entities.
Governance
• Carried out an annual review of the
Committee’s terms of reference.
• Reviewed and approved various Group policies
including the Risk Management Policy, which
has been updated to reflect progress made in
supporting the new requirements of the Code.
• Assessed and approved the 20 core policies
defined in the Risk Management Policy to
support the risk management framework.
• Remained up to date with developments,
including the changes to the Code and the new
safeguarding regime.
Review of risk management framework
and internal controls
The Board, via the Committee, has completed a
comprehensive assessment of the principal and
emerging risks facing the Group, including those
that could threaten its business model, future
performance, solvency or liquidity. This is more
fully described on pages 56 to 61.
For the Group, the following key procedures and
monitoring processes are in place to provide
effective internal control:
• The Board approves key Group policies and the
authorities delegated to the Executive Board
and senior management. Internal audits assess
adherence to these authorities and exceptions
are reported in internal audit reports which are
made available to the Audit Committee.
• Revisions to the Group’s risk architecture
required to meet the requirements of provision
29 of the Code 2024 were completed and
reviewed during the year.
• There is an ongoing process to identify,
evaluate and manage risks via the Group Risk
and Control registers which recognises and
assesses risks at both a Group and individual
entity level. Significant risks are reported to the
Board and Committee.
• The Committee reviews risk appetite for
principal risks and compliance with risk
appetite is monitored through the Group’s risk
assessment processes.
• The Committee reviews key risks presented
by the Head of Risk, Compliance and Internal
Audit at each meeting to ensure management
has effectively implemented the appropriate
preventative, detective and combination
controls to monitor and mitigate risk.
• The Group’s Risk and Compliance teams
continuously monitor that processes have
been correctly followed across the Group.
Exceptions are reported to the Committee and
Cyber Security and IT Sub-Committee.
• Executive and Finance management annually
attest that to their knowledge they and their
teams adhered to Group policies, delegated
authorities and year-end procedures; and that
relevant Risk and Controls registers are a fair
representation of risks, and the controls listed
operated effectively during the year. Attestation
details are reported to the Committee.
• On behalf of the Board, the Committee reviews
fraud and anti-bribery matters – there were
no instances of significant fraud or identified
instances of bribery or corruption within the
Group during the year.
• One whistleblowing notification was raised
in the year. The matter was thoroughly
investigated and appropriate action taken.
• The ESG Working Group oversees the Group’s
environmental and social related risks and
makes recommendations to the Board, as well
as reviewing the TCFD disclosures in the annual
report and financial statements.
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• The Cyber Security and IT Sub-Committee
reviews key IT and cyber risks, as well as the
adequacy of cyber security insurance and other
measures to ensure the Group’s IT function
effectively implements preventative and
detective controls to monitor and mitigate risk.
• The Chair of the Sub-Committee provides
a report to the Committee after each of the
Sub-Committee meetings.
On the basis of the above procedures and
monitoring processes, the Board, supported by the
Committee, has reviewed the effectiveness of the
Group’s risk management framework and internal
control systems. The Directors confirm that the
processes described have been in place during the
financial year and up to the date of the approval
of the annual report and financial statements.
Audit Committee Report continued
As noted in our report last year, oversight of the
implementation of the new risk management
reporting framework has been a key activity for
the Committee. During the year the Committee
has monitored the progress in implementing
changes to the risk architecture to ensure that
the Group is ready for the implementation of
the requirements of provision 29 of the Code
which relates to the assessment and reporting
of the effectiveness of the Group’s material
controls. Such activities included approval of the
proposed methods and criteria for material control
assessments, detailed evidentiary requirements
per control and agreed structure for independent
review of control assessments to be conducted by
the risk team on material controls as identified and
approved by both the Committee and the Board.
The Group is well advanced in its preparations
for the new requirements which came into effect
for the Group’s financial year which commenced
on 1 April 2026. The Board will report on the
effectiveness of the Group’s material controls in
the next Annual Report.
Review of effectiveness of internal
controls and risk management
The Committee and Cyber Security and IT
Sub-Committee support the Board with
monitoring internal control systems and reviewing
their effectiveness in mitigating risks faced by
the business. The Committee seeks assurance
on the effectiveness of the risk management and
internal control framework by receiving regular
and comprehensive reports and information
from the Group’s Head of Risk, Compliance and
Internal Audit. Reporting standards have been
enhanced during the year to provide a detailed
and comprehensive breakdown of additional
risks identified via the audit process in relation to
actions yet to be fully remediated. The Board has
defined its risk appetite for all principal risks, as
described on page 92. A standard risk assessment
methodology is applied across the Group to
evaluate gross and residual risk and compare
residual risk against risk appetite.
External audit
In relation to the Group’s external audit, the
Committee carried out the following activities
during the year:
• Agreed the scope of the 2026 audit together
with the external auditor’s fees and terms of
engagement. Details of the amounts paid to
the external auditor for the audit and other
services for FY26 are given on page 146.
• Received the external auditor’s plan for the
financial year, reviewing materiality thresholds
and areas of risk where the auditor would focus
their work.
• Reviewed the effectiveness of the external
audit process by discussing the results of
the auditor’s work and their views on material
accounting issues, the challenges they have
raised with management on key judgements
and estimates and feedback from the Chief
Financial Officer and other senior members of
the finance team.
• Reviewed and monitored the independence
of the external auditor and approved their
provision of non-audit services.
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Significant judgements and critical estimates in relation to the financial statements for the year ended 31 March 2026
In preparing the financial statements for 2026, there were several areas requiring the exercise by management of judgement or a high degree of estimation. Throughout the year, the finance team worked closely with
the external auditor to ensure the Group provided the required level of supporting evidence. The tables below outline the significant areas of judgement and estimation together with other financial reporting matters
that have been considered by the Committee in discussion with management and the external auditor.
Significant financial judgements and critical estimates for the year ended 31 March 2026 How the Audit Committee addressed these significant financial judgements and critical estimates
Recognition of cash and cash equivalents and restricted funds held on deposit
(Critical judgement)
The nature of payments and banking services means that PayPoint collects and holds funds on behalf
of clients as those funds pass through the settlement process and retains retailer partners’ deposits as
security for those collections. For Love2shop, it also holds in trust, gift card voucher deposits on behalf
of agents, cardholders and redeemers and prepay savers’ cash on behalf of savers.
A critical judgement in this area is whether each of the above categories of funds and restricted funds
held on deposit, are recognised on the consolidated statement of financial position, and whether they
are included in cash and cash equivalents for the purpose of the statement of consolidated cash flows.
This includes evaluating:
(a) the existence of a binding agreement clearly identifying the beneficiary of the funds;
(b) the identification of funds, ability to allocate and separability of funds;
(c) the identification of the holder of those funds at any point in time; and
(d) whether the Group bears the credit risk
The Committee reviewed and approved the accounting policy on cash and cash equivalents and
considered management’s approach to the treatment of restricted funds held on deposit.
Where there is a binding agreement specifying that PayPoint holds funds on behalf of the client
(i.e. acting in the capacity of a trustee) and those funds have been separately identified as belonging to
that beneficiary, the cash and the related liability are not included in the statement of financial position.
For restricted funds held on deposit, the Committee reviewed and agreed with management’s decision
to categorise cash and cash equivalents and restricted funds held on deposit separately.
Reassessment of the Group’s Open Banking cash generating unit (Critical judgement)
During the year, management assessed that its Open Banking cash-generating unit (‘CGU’)
comprised two components for the purpose of goodwill impairment testing. One component is
obconnect Ltd, which the Group acquired in October 2024. Goodwill of £12.2 million arose on that
acquisition. The other component existed within the Group prior to the acquisition, using obconnect
Ltd’s software platform to generate its revenue.
This judgement reflects the fact that both components generate cash inflows using the same
technology platform. The two components together represent the lowest level at which an
identifiable group of assets generates cash flows that are largely independent of those of other
groups of assets. In accordance with IAS36 Impairment of assets, they are therefore treated as a
single CGU.
This judgement is critical to the outcome of the goodwill impairment test. The Open Banking CGU,
comprising the two components referred to above, gives significant headroom. No reasonably
possible changes in any of the discounted cash flow assumptions causes the Open Banking CGU’s
carrying value to exceed its recoverable amount. Had obconnect Ltd alone been treated as a CGU, the
goodwill arising on its acquisition would have been impaired in the current year.
The Committee reviewed and approved management’s assessment that its Open Banking CGU
comprises two components which use the same software platform to generate cash inflows.
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Audit Committee Report continued
Other financial reporting matters for the year ended 31 March 2026 How the Audit Committee addressed these financial reporting matters
Parent company investment in subsidiary obconnect Ltd
The parent company holds an investment in subsidiary relating to obconnect Ltd. Management identified
the probability of an impairment to the carrying value of this investment and prepared a cash flow
model to quantify the impairment. As a result, management has impaired the value of its investment by
£4.1 million, reducing its carrying value to £19.5 million as at 31 March 2026.
The Committee has challenged the key assumptions that drive the model for the impairment test,
including specific growth drivers for obconnect, discount rates applied and long-term growth rates.
Having challenged and discussed the methodology and assumptions set out in the impairment test, the
Committee is satisfied that the impairment amount is reasonable and that sufficient disclosure is provided
in the financial statements.
Parent company investment in subsidiary Merchant Rentals Ltd
The parent company holds an investment in subsidiary relating to Merchant Rentals Ltd amounting to
£15.5 million as at 31 March 2026. Management identified a risk of impairment related to this investment
and prepared an impairment assessment to consider recoverability. No impairment was identified.
The Committee has challenged the key assumptions that drive the model for the impairment test,
including specific growth drivers for Merchant Rentals, discount rates applied and long-term growth rates.
Having challenged and discussed the methodology and assumptions set out in the impairment test, the
Committee is satisfied that the recoverable amount shows headroom compared to the carrying value of
the investment.
Distributions and return of capital to shareholders
For the year ended 31 March 2026 management presented proposals for distributions (dividends and
share buy-backs).
Having regard to the distributable reserves available to the Company, the Committee reviewed and reported
to the Board on management’s proposals for a special dividend of 50p per share in October 2025 related
to the part-disposal of Collect+, interim and final dividends for the financial year ended 31 March 2026 of
19.8p and 20.0p per share respectively and a share buyback programme of a further £30m over the next 12
months. The Committee assessed the level of distributable reserves along with the impact of a stress test.
The Committee made a recommendation to the Board to approve management’s proposals.
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Other financial reporting matters for the year ended 31 March 2026 How the Audit Committee addressed these financial reporting matters
Items that were to be presented as adjusting items
Adjusting items consist of exceptional items, amortisation of intangible assets arising on acquisition
and movement on investments. Management proposed to treat these items as adjusting items in the
consolidated statement of profit or loss, as they do not reflect the underlying operational performance
of the Group.
The Committee assessed whether the reporting of those items as adjusting was in line with the Group’s
accounting policy, and that sufficient disclosure was provided in the financial statements. The Committee
concurs with management’s view and considered the disclosures to be appropriate and clear.
Viability and going concern
Each year the Directors consider the Group’s viability over a three-year period. This is consistent with
the Group’s strategic planning period. Additionally, management carry out an assessment of the principal
risks and uncertainties.
For the purposes of assessing the going concern assumption, cash flow forecast scenarios are
prepared by management for a period of at least 12 months from the date of approval of these financial
statements, taking into account the Group’s current financial and trading position, the principal risks and
uncertainties and the strategic plans.
The Group’s viability has been further tested by applying a number of severe but plausible downside
scenarios, performing a reverse stress test and considering mitigating actions and the impact of such
scenarios on the Group’s future financial position.
Based on a satisfactory assessment management has concluded that it is appropriate to prepare the
financial statements on a going concern basis and that they have a reasonable expectation the Group will
be able to continue in operation over the three-year assessment period.
The Committee reviewed management’s assessment of going concern and the Group’s viability and the
proposed disclosures for the annual report and financial statements.
The review included consideration of forecast cash flows, relevant sensitivities and the impacts of these
on the Group’s cash position while also taking into account the Group’s financing facilities.
The Committee reviewed and discussed the various scenarios and the potential mitigations and
considered the results of the reverse stress tests.
The Committee reviewed the disclosures for both going concern and viability to ensure they are in line with
the FRC recommendations.
The Committee concurs with management’s conclusion that they have a reasonable expectation that
the Group will be able to continue in operation over the next three years and there are no indications that
impact the Group’s longer-term prospects.
The Committee made a recommendation to the Board to approve the going concern basis of accounting
for the financial statements and the viability statement drafted by management.
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Audit Committee Report continued
Cyber Security & Information
Technology Sub-Committee
The Cyber Security & Information Technology
Sub-Committee (‘Sub-Committee’) is a
sub-committee of the Audit Committee
overseeing Group cyber security and IT matters.
Its key responsibilities include:
• advising the Committee on cyber and
information security risks faced by the Group.
• assessing the adequacy of policies, resources
and funding for cyber and information security.
• reviewing the Group’s cyber and information
security breach response plan.
• reviewing cyber incident reports and assessing
the adequacy of proposed actions.
• ensuring effective business continuity plans are
in place.
• overseeing cyber security training and
awareness.
The Sub-Committee comprises four Non-Executive
Directors (Rakesh Sharma, Lan Tu, Manasi Bhalerao
and Ben Wishart as Chair of the Sub-Committee),
Chief Financial Officer and Chief Technology
Officer (who is a member of the Executive Board).
The Company Secretary is the secretary to the
Sub-Committee.
During the year, the Sub-Committee held two
meetings at which the Head of IT Risk, the Head
of Risk, Compliance and Internal Audit and the
Chair of the Committee were also in attendance
by invitation.
The matters considered by the Sub-Committee
during the year included: the Love2shop
transformation programme; the heritage PayPoint
app modernisation programme; assessment
of the Group’s security controls and overall IT
governance, risk & control framework; monitoring
of cyber security issues and vulnerabilities with
reference to recent cyber incidents at several
retailers and implementation of remediation
and improvements as required; review of results
of IT audits carried out by Internal Audit and
implementation of improvements that were
recommended; renewal of the Group’s cyber
insurance policy; and the annual review of the
cyber security policy.
External audit
The Committee is mindful of the requirements
of the FRC’s Audit Committees and the External
Audit: Minimum Standard (the ‘FRC Minimum
Standard’) as published in May 2023. During
the year the Committee has assessed PwC’s
performance and effectiveness, including
discussing the risks to audit quality identified by
the auditor and how these have been addressed,
as well as receiving and reviewing the auditor’s
annual transparency report on their system of
quality control over audits.
The effectiveness of the audit process is
underpinned by appropriate audit planning and
risk identification at the outset of the audit
cycle. The auditor provides a detailed audit plan
identifying their assessment of the risks and other
key matters for review. No changes were made
to this plan during the course of the audit. For
the year ended 31 March 2026, the significant
audit risks identified for the Group included the
possible impairment of goodwill associated
with the Group’s Open Banking CGU, in light of
management’s assessment that its Open Banking
CGU includes the component which existed
within the Group prior to acquisition, as well as
obconnect Ltd. In the prior year, the goodwill
impairment assessment considered obconnect
Ltd only. For the Company, the significant audit
risks were in respect of the carrying value of its
investments in obconnect Limited and Merchant
Rentals Limited. No elevated risks were identified.
The Committee reviews and challenges the work
undertaken by the auditor on these matters,
understanding how the auditor has challenged
management’s key assumptions and judgements.
An assessment of the effectiveness of the audit
process in addressing these items is based on the
auditor’s reports for the half-year and full year and
discussions at the Committee meetings. The Chair
of the Committee meets regularly with the auditor
throughout the audit process and during the year,
the auditor attends all Committee meetings
to present their audit plan and the results of
their work, and the Committee seeks feedback
from management on the effectiveness of the
audit process.
The Committee regularly meets with the external
auditor without management being present.
No significant issues were raised with respect to
the audit process for the period and the quality of
the audit process was assessed to be good.
In accordance with its policy on auditor
independence and the provision of non-audit
services by the external auditor, the Committee
reviews and monitors the auditor’s independence
and objectivity.
No non-audit services were provided by the
external auditor during the year beyond the
performance of a review of the Group’s interim
financial statements. The Committee’s opinion on
auditor independence is informed by the auditor’s
statement of confirmation of independence,
discussing any identified threats to independence
and the safeguards applied to mitigate those
threats. The Committee also considers all
relationships between the Company and the audit
firm, including their network firms, and whether
those relationships appear to impair the auditor’s
independence and objectivity.
As part of the audit planning process and again at
the conclusion of the audit, the auditor provided a
statement of confirmation of independence to the
Board and the Audit Committee, which confirmed
that in their professional judgement PwC was
independent within the meaning of regulatory and
professional requirements and the objectivity of
the partner and audit staff remained unimpaired.
During the year ended 31 March 2026, David Beer
continued in his role as audit partner for PayPoint Plc,
an office he has held since the appointment of PwC
as the Company’s auditor in September 2023. The
Committee reviews each year the reappointment
of the current external auditor and makes a
recommendation to the Board. Based on the
performance of the auditor, the Committee believes
that it is in the best interests of shareholders to
continue to recommend PwC as the external auditor
and a resolution for PwC’s reappointment will,
accordingly, be proposed to shareholders at the
forthcoming annual general meeting.
Non-audit services
In accordance with the FRC Revised Ethical
Standard, the Committee has a policy on auditor
independence and the provision of non-audit
services by the external auditor. This policy is a
guide to the types of work that are acceptable for
the external auditor to undertake, and provides
clarity on the process to be followed for approval
of the provision of non-audit services by the
external auditor.
The ratio of non-audit fees to audit fees paid to
the auditor for the year was 4.1%, with non-audit
services limited to assurance services for the half
year review. Details of the auditor’s remuneration
for the statutory audit and non-audit services are
set out in note 8 to the financial statements.
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Financial statements
GovernanceStrategic report
Internal audit
Internal audit is an independent assurance
function providing services to the Committee
and all levels of management. Internal audit
helps the Group accomplish its objectives by
bringing a systematic, disciplined approach to risk
management. Its remit is to provide independent
and objective assurance, assist management in
implementing effective controls and help protect
the Group’s assets. Internal audit’s responsibilities
include delivering the annual internal audit plan,
driving remediation of audit issues, assessing
effectiveness of internal controls, the prevention
and detection of fraud, and supporting
management in assessing and mitigating risks. The
Committee is responsible for ensuring the Group
has a rigorous internal audit programme covering
all business areas and risks.
The Head of Risk, Compliance and Internal Audit
has line management responsibility for these three
teams. The Board of Directors are of the opinion
that the model adopted by PayPoint is appropriate
given the size, complexity and inherent risks across
the business. No material conflicts have been
identified from the adoption of this model, but
the Board recognises the potential for conflict
when the Internal Audit team performs a review
of either our Risk or Compliance Functions. In
this event the Senior Internal Audit Manager has
a direct reporting line into the Chair of the Audit
Committee in terms of any audit findings.
Whistleblowing
PayPoint continuously seeks to prevent
malpractice in its business. However, if it occurs,
whistleblowing processes have been implemented
to provide employees with guidance and ensure
concerns raised are appropriately addressed.
Our whistleblowing policy ensures colleagues are
encouraged to speak up in confidence about the
conduct of others, breaches and irregularities,
without fear of reprisal.
Whistleblowing is discussed at each Committee
meeting and all whistleblowing occurrences
are reported to the Committee together with
details of investigations and any corrective
action necessary. There was one whistleblowing
incident in the year which, following a thorough
investigation, resulted in the appropriate action
being taken.
Anti-bribery and corruption
PayPoint has a zero-tolerance approach to bribery
and has an anti-bribery and corruption policy
detailing employee responsibilities to ensure the
Group and its employees remain compliant with
anti-bribery and corruption laws. All employees
undertake anti-bribery and corruption training
at induction and ongoing role-based training is
also provided. Anti-bribery and corruption risk
management is discussed at Committee meetings
and the Group’s anti-bribery and corruption policy
was reviewed by the Committee during the year.
Fair, balanced and understandable
The Committee has satisfied itself that the
PayPoint Plc 2026 annual report and financial
statements is fair and balanced. The Board
has sought to make the annual report as clear,
understandable and informative as possible
to provide the information necessary for
shareholders to assess the Group’s performance,
business model and strategy. The Committee
therefore supports the Board in making its formal
statement on page 117.
The Audit Committee Report was approved by the
Committee and the Board.
Rosie Shapland
Chair, Audit Committee
10 June 2026
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PayPoint Plc Annual Report 2026
The Committee’s focus
remains on ensuring
executive remuneration
supports delivery of our
strategy and the creation
of sustainable long-term
value for shareholders.”
Ben Wishart
Chair, Remuneration Committee
Annual Statement
Dear Shareholders,
I am pleased to present our Directors’
Remuneration Report for the financial year
ended 31 March 2026 which has been prepared
in accordance with Schedule 8 of the Large and
Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013, the
Listing Rules of the UK Listing Authority and the
prevailing UK Corporate Governance Code
(the ‘Code’).
The report is divided into three sections:
• This Annual Statement of the Remuneration
Committee Chairman for the year ended
31 March 2026, which summarises remuneration
outcomes for the year ended 31 March 2026
and the Committee’s proposed approach for
the year ending 31 March 2027.
• The Directors’ Remuneration Policy –
which sets out the proposed new Director’s
Remuneration Policy for which shareholder
support will be sought at the forthcoming
AGM. The proposed change to the policy
and the rationale are set out in detail below.
• The Annual Report on Remuneration, which
provides details on how the Policy was
implemented in the year ended 31 March 2026.
Remuneration Committee responsibilities
The Committee’s key roles are to ensure that the Remuneration Policy and practices of the Company
are aligned with the Company’s purpose and business strategy, promote long-term sustainable
success and reward fairly and responsibly with a clear link to corporate and individual performance.
The Committee’s decision-making process takes account of legislation, regulation, corporate
governance standards, guidance issued by regulators, shareholders and shareholder representative
bodies and has access to the advice of independent remuneration consultants. To avoid conflicts
of interest, no Committee member or attendee is present when matters relating to his or her
own remuneration are discussed. Full terms of reference for the Committee are available on the
Company’s website https://paypointbusiness.com/corporate.
The members of the Committee and their attendance at meetings are set out in the table below.
In addition to the members of the Committee, the Chief People Officer and the Company’s
independent adviser from FIT Remuneration Consultants LLP (‘FIT’), may attend and receive
papers for each meeting. The Company Secretary acts as secretary of the Committee. After each
meeting, the Chairman of the Committee reports to the Board on the matters discussed and
recommendations and/or actions to be taken.
Membership and attendance
Ben Wishart (Chair)
Appointed: 14 November 2019
4/4
Giles Kerr
Appointed: 20 November
2015
4/4
Lan Tu
Appointed: 15 March 2024
4/4
Rosie Shapland
Appointed: 2 October 2020
4/4
Manasi Bhalerao
Appointed: 25 March 2026
1/1*
Directors’ Remuneration Report
Rakesh Sharma
Appointed: 12 May 2017
3/4**
* meetings held since her appointment
** Rakesh was not able to attend one meeting due to a
pre-existing personal commitment
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Financial statements
GovernanceStrategic report
Committee activities during
the year
The Committee met four times during 2025/26.
The main Committee activities during the year
(full details of which are set out in the relevant
sections of this report) included:
• Approving the 2024/25 Directors’
Remuneration Report.
• Agreeing Executive Director base salary
increases from July 2025.
• Reviewing and agreeing the salary review applied
to the workforce below Board level including
the increases applied to the Executive Board.
• Approving the vesting of the 2020 and
2021 restricted share plan awards for the
Chief Executive.
• Approving the vesting of the 2022 restricted
share plan awards for the Executive Board.
• Approving the vesting of the below Board
2022 and 2023 restricted share plan awards.
• Agreeing the 2025 Restricted Share Plan awards.
• Agreeing the performance against targets and
payout for the 2024/25 annual bonus.
• Setting the performance targets for the
2025/26 annual bonus and bonus deferral levels.
• Reviewing the impact of the share
consolidation on share plan awards.
• Carrying out an internal evaluation of its
performance and reviewing its terms of reference.
Pay and performance for the year ended 31 March 2026
In accordance with its terms of reference, the Committee continues to ensure the clear linkage of Executive Directors’ pay and performance to the strategy and
enhancement of shareholder value.
In assessing the performance of the 2025/26 annual bonus, the Committee considered the financial and operational performance of the Group as well as
the progress made in the continuing delivery of the strategy. An assessment of performance against bonus targets indicated a bonus award for the year of 29%
of maximum, reflecting the delivery of a year of record profits and shareholder returns delivered against a backdrop of a generally weak economy, low consumer
confidence and the challenges of some specific business headwinds. Details of the discretion applied by the Committee in respect of the PBT result is set out below.
In respect of RSAs vesting, subject to the Committee being satisfied in respect of performance against the respective discretionary underpins:
• the third and final tranche of the RSA awards granted in 2021 will vest in August 2026;
• the second tranche of the RSA awards granted in 2022 will vest in June 2026; and
• the RSA awards granted in 2023 will vest in September 2026.
The Committee is comfortable that remuneration for the year ended 31 March 2026 is appropriately aligned to the Company’s performance.
Discretion and Malus/Clawback
As detailed in the Annual Report on Remuneration, in light of record financial performance delivered in respect of the year ended 31 March 2026 and noting
the strong performance of the management team and the discretion set out in the Directors’ Remuneration Policy, the Remuneration Committee concluded
that a PBT result which excluded the FY26 annual bonus accrual (£1.3m) was more reflective of Company and management performance. The adjustment
resulted in an increase to the FY26 annual bonus award from 17% of maximum to 29% of maximum. In agreeing the approach, the Remuneration Committee
also considered past decisions to reduce/freeze remuneration levels which are summarised below. No other discretion has been exercised by the Committee
in respect of the year ended 31 March 2026.
FY20 FY21 FY22 FY23 FY24 FY25 FY26
The Committee
chose to exercise
discretion by
accepting
management’s
proposal to waive
any entitlement to
bonuses for the year
ended 31 March
2020.
The Committee
chose to exercise
discretion by
accepting the
proposal of the
Executive Board
to waive their
entitlement to salary
review in July 2020
and the proposal of
the Chief Executive
to reduce his base
salary by 20% for
a period of three
months with effect
from 1 April 2020.
The Committee did
not increase the
base salary levels of
the Chief Executive
and Finance Director
in July 2021 when
increases were
applied to the
general workforce.
No discretion
applied.
The Committee
accepted
management’s
proposal to apply
negative discretion
to decrease the
annual bonus
out-turn from 93%
of max to 80%
of max
No discretion
applied.
Positive discretion
applied to increase
the annual bonus
out-turn from 17%
of max to 29%
of max.
There was no exercise of malus or clawback under the policy during the year under review.
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Directors’ Remuneration Report continued
Proposed Director’s Remuneration Policy Change
To ensure the Chief Executive is retained within the business over the next three years to help deliver
the full potential of the Group, the Remuneration Committee is proposing to grant a one-off LTIP in
the form of a performance share award (‘PSA’) to Nick Wiles immediately following the 2026 AGM
over shares with a value at grant equal to 500% of salary (in addition to the grant of his normal 2026
Restricted Share Award (‘RSA’) over shares with a grant value equal to 75% of salary).
Given that the current Policy only permits the grant of RSAs, we are therefore seeking shareholder
approval to introduce a new Directors’ Remuneration Policy (effectively a roll-forward of the existing
Policy with an amendment to include the power to grant the additional one-off PSA in respect of the
year ending 31 March 2027). The one-off PSA will be granted under the Company’s existing Executive
Share Plan, which includes a PSA limit that is linked to the Policy maximum, so no changes to the share
plan are required.
Vesting of Nick’s PSA would be subject to continued service until the third anniversary of grant and
the satisfaction of (i) EPS growth performance targets measured over the three-year period ending
31 March 2029 and (ii) share price performance targets measured over the 30-day period ending on
the third anniversary of the grant date. The target ranges expected to be applied to the awards are
as follows:
EPS Growth
1
(60% of awards) Share Price
2
(40% of awards)
% of this part that
vests Target
% of this part that
vests Target
Below Threshold 0% <5% p.a. 0% <£7.0 0
Threshold
3
25% 5% p.a. 25% £7.00
Maximum
3
100% 10% p.a. 100% £8.50
1. 3 Year Underlying EPS growth from FY26 to FY29.
2. Based on the 30 day average share price prior to vesting date.
3. Pro-rata vesting between threshold and maximum.
A two-year post-vesting holding period would apply in respect of any shares that vest under the one-
off PSA. Change of control, and malus and clawback provisions will apply in accordance with the terms
of the Company’s Executive Share Plan. The share price used to determine the number of shares
under award would be aligned to Nick’s normal RSA.
Reflecting the Remuneration Committee’s focus on retention, tougher leaver provisions will apply to
the one-off PSA than those that apply to his normal RSA. As such, the one-off PSA will only vest if
Nick remains in employment at the 2029 vesting date. Should Nick: (i) retire; or (ii) resign for any other
reason (excluding ill health or cessation of employment as a result of death), before the additional
one-off award has vested in 2029, the award will lapse at cessation.
Rather than a one-off PSA, the Committee did consider increasing other elements of Nick’s package
noting that his current base salary and annual bonus potential (106% of salary) are below market.
However, a one-off PSA was considered to be the most appropriate and shareholder aligned way to
retain Nick in the business for the next three years compared to increasing fixed/annual remuneration.
Other than the amendment set out above, the remainder of the Policy will continue to apply on the
same basis as was approved by shareholders of the Company at the 2023 AGM, as amended at the
2024 AGM. The Remuneration Committee intends to review the Policy in the second half of 2026
notwithstanding the proposed change for 2026 detailed above.
The Committee has consulted major shareholders in respect of the above and is confident it has
majority support.
Policy Implementation for the year ending 31 March 2027
Details of how the Committee intends to implement the Remuneration Policy for the year ending
31 March 2026 is set out in the Annual as follows:
• Salary – the salaries of the Chief Executive and Chief Financial Officer will be increased by 3% which
is consistent with the average increase applied to the general workforce. Current base salary levels,
and those from 1 July 2026 (the normal salary review date), are as follows:
From 1 July
2026
From 1 July
2025
%
increase
Nick Wiles £539,568 £523,853 3%
Rob Harding £346,277 £336,192 3%
• Benefits – Benefits provision will continue to operate in line with Policy.
• Pension – Executive Directors will continue to receive a 5% of salary workforce-aligned
pension contribution.
• Annual bonus – The maximum annual bonus opportunity for the CEO and CFO will be set at 106%
of base salary, with the majority of the bonus opportunity based on a profit measure and a minority
based on the achievement of net revenue and strategic/ESG-based targets (which are retrospectively
disclosed due to their commercial sensitivity). Bonus deferral, at 25% of any award for 3 years, will
continue to operate.
• RSAs – In addition to the retention PSA detailed above, the Committee intends to grant the normal
2026 RSAs at 75% of salary for Nick Wiles and 62.5% of salary for Rob Harding in the normal 42 day
window following the announcement of the FY26 results. Awards will normally vest after three years
from the grant date, subject to continued employment, satisfactory individual performance and a
positive assessment of performance against the discretionary underpin (i.e. the Committee must
be satisfied that PayPoint’s underlying performance and delivery against its strategy and plans are
sufficient to justify the level of vesting, having regard to such factors as the Committee considers to
be appropriate in the round (including revenue, earnings and share price performance and the delivery
of the Company’s ESG strategy) and the shareholder experience more generally (including the risk of
windfall gains). No shares may be sold until at least five years from grant, other than those required to
settle any taxes.
• Chairman and Non-Executive Fees – A 3% increase in Non-Executive Director fees has been agreed
in line with the average increase being applied to the general workforce. As such, from 1 July 2026,
the Chairman’s annual fee will be £189,423, the Non-Executive Director base fee will be £55,679,
additional fees for Chairing the Audit and Remuneration Committee will be £10,561 and additional
fees for acting as Senior Independent Director will be £7,002.
Conclusion
I hope you are supportive of our suggested Policy change and its implementation for the year ending
31 March 2027 and that you will therefore vote in favour of the remuneration-related resolutions that
will be tabled at the forthcoming AGM.
Ben Wishart
Chair, Remuneration Committee
10 June 2026
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Financial statements
GovernanceStrategic report
The Directors’ Remuneration Policy
This part of the Directors’ Remuneration Report sets out the proposed Director’s Remuneration Policy (‘Policy’) for the Group. This Policy will be put to shareholders for approval in a binding vote at the 2026
AGM and if approved it will be effective from that date. Other than the amendments required for the proposed one-off PSA for the Chief Executive as set out in the Annual Statement, the remainder of the Policy
will continue to apply on the same basis as was approved by shareholders of the Company at the 2023 AGM, as amended at the 2024 AGM. The Remuneration Committee intends to review the Policy in the second
half of 2026 notwithstanding the proposed change to cater for the one-off PSA for 2026, and the Company will put a new Policy to shareholders at the 2027 AGM.
Policy scope
The Policy applies to the Chairman, Executive Directors and Non-Executive Directors.
Summary of Policy Change
As detailed in the Annual Statement, one change is being proposed to the Policy in respect of the Chief Executive’s one-off LTIP in the form of a performance share award (PSA) for 2026. This impacts the Policy
table, scenario chart and the good leaver policy (given there will be tougher leaver provisions for the additional award).
Consideration of conditions elsewhere in the Company
When making decisions on Executive Director remuneration, the Committee considers pay and conditions across PayPoint. In particular, it is anticipated that salary increases for senior executives will have regard to
those of salaried employees as a whole.
Consideration of shareholder views
The Remuneration Committee maintains a regular dialogue with its major shareholders and when determining remuneration, takes into account the guidelines of investor bodies and shareholder views. The Committee
continues to monitor trends and developments in corporate governance and market practice to ensure the structure of the executive remuneration remains appropriate and commits to undergo a shareholder
consultation in advance of any material changes to the Policy.
Executive Directors’ remuneration
The table that follows summarises our policy on each element of the remuneration package for Executive Directors.
Fixed
Element and link to strategy: Base salary
Takes account of personal contribution and performance against Company strategy.
Operation Opportunity Performance metrics
Reviewed annually, with account taken of responsibility and skills, the
individual Director’s performance and experience, pay for comparable
roles and pay and conditions throughout the Company.
Any base salary increases are applied in line with the outcome of the
annual review and normal salary increases will have regard to those of
salaried employees as a whole.
Salary increases will be limited to no more than 15% a year, unless
there is an exceptional change in the size or structure of the business
which materially changes the scope of responsibilities (there will be
no cap on salary levels for new recruits or promotions to the Board, or
promotions within the Board).
The salary review takes into account individual and
Company performance.
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Directors’ Remuneration Report continued
Element and link to strategy: Pension
Provides market appropriate benefits.
Operation Opportunity Performance metrics
The Company makes contributions to personal pension plans or cash
allowance in lieu of pension.
In line with the general workforce (as a percentage of salary). None.
Element and link to strategy: Benefits
Provides market appropriate benefits.
Operation Opportunity Performance metrics
Benefits may include, but are not limited to car allowance, health
insurance and employee share plans.
In certain circumstances, the Committee may also approve the
provision of additional allowances relating to the relocation of an
Executive Director and other expatriate benefits to perform his or
her role.
All reasonable business related expenses will be reimbursed
(including any tax due thereon).
Benefits vary by role and individual circumstances and are reviewed
periodically. Benefits will not normally exceed 15% of salary.
The Committee retains discretion to approve a higher cost in
exceptional circumstances (e.g. relocation) or in circumstances where
factors outside the Company’s control have changed materially (e.g.
increases in insurance premiums).
None.
Variable
Element and link to strategy: Annual bonus and Deferred Annual Bonus Scheme (‘DABS’)
Rewards delivery of the Group’s annual financial and strategic goals and supports retention.
Operation Opportunity Performance metrics
The Remuneration Committee reviews and agrees measures, targets and weightings
at the beginning of each financial year.
At the end of the year, the Remuneration Committee determines the extent to
which targets have been achieved.
Under the DABS at least 25% of any annual bonus award is deferred into conditional
share awards, deferred cash or nil-cost options for at least three years, subject to
continued employment.
Dividends accrue on deferred awards as additional share entitlements over the
deferral period to the extent that awards vest.
Awards are subject to clawback and malus provisions (see notes to the Policy table).
150% of salary.
1
A minority of the bonus would be payable
for achieving threshold performance. Where
appropriate, a sliding scale between threshold
and maximum performance will be used to
determine the payout under each metric.
The majority of the award will be based on financial targets.
A minority of the award may be based on strategic/personal/ESG targets.
The Remuneration Committee reviews and agrees targets at the beginning of
each financial year and may subsequently adjust those targets as detailed in
the notes to this table.
The Remuneration Committee also has the discretion to adjust the formulaic
bonus outcomes both upwards (within the plan limits) and downwards, to
ensure that payments are a true reflection of performance of the Company
over the performance period, e.g. in the event of unforeseen circumstances
outside of management control. Any use of discretion will be explained in the
respective Annual Report on Remuneration.
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Element and link to strategy: Restricted share awards
Drives sustained long-term performance, aids retention and aligns the interests of Executive Directors with shareholders.
Operation Opportunity Performance metrics
Awards will normally vest on the third anniversary of grant.
Once vested, awards may not be sold until at least five years from the grant date.
Dividends may accrue as additional share entitlements over the vesting period and
any holding period to the extent that awards vest
2
.
Awards are subject to clawback and malus provisions (see notes to the Policy table)
75% of salary. Although no formal performance measures apply to RSAs, the extent to which
an award vests may be reduced by the Committee if a discretionary underpin
assessed to the end of the financial year preceding the date of vesting is
not achieved. In addition, the Committee may reduce the extent to which an
award vests if it believes this better reflects the underlying performance of the
Company over the relevant period.
Element and link to strategy: One-off LTIP via a Performance Share Award
To aid the retention of the CEO while ensuring his interests are aligned with shareholders.
Operation Opportunity Performance metrics
Awards will normally vest on the third anniversary of grant.
Once vested, a two year post vesting holding period will operate.
Dividends may accrue as additional share entitlements over the vesting period and
any holding period to the extent that awards vest.
Awards are subject to clawback and malus provisions (see notes to the Policy table).
500% of salary one-off award for the CEO in
the year ending 31 March 2027
Sliding scale three year EPS and Share Price targets.
Element and link to strategy: Shareholding guidelines
Encourages a long-term focus and aligns the interests of Executive Directors with shareholders.
Operation Opportunity Performance metrics
Shareholding guidelines require Executive Directors to acquire a specified shareholding.
In employment: Executive Directors are required to retain 50% of any share award
acquired on vesting (net of tax) until the guideline level is achieved. Acquired
holdings may be held by spouses or dependent family members.
Post-employment: Executive Directors will need to retain shares equal to 100% of the
shareholding guideline up until the first anniversary of cessation. Between the first and
second anniversary of cessation they will need to retain shares equal to 50% of the
guideline. Own shares purchased, shares acquired through buyout awards and share
awards granted prior to the 2020 AGM will be excluded from the post cessation guideline.
2
200% of salary. N/A
1 The Committee’s current intention is that annual bonus potential for Executive Directors will continue to be capped at 106% of salary (noting that this is below the 150% of salary permitted under the Policy). Reflecting the below-market annual bonus maximum for
Executive Directors, and as per past practice and as aligned to practice below Board, on-target bonus potential will continue to operate at 80% of the maximum. However, noting that the on-target bonus is higher than typical, and maximum potential is lower than market,
should bonus potential be increased from 106% of salary to a more market aligned 150% of salary in the future, the on-target bonus potential will be reduced to 50% of maximum in line with market norms.
2 Executive Directors leaving the employment of PayPoint would normally be required to self-certify annually in writing post-cessation that they still hold the required shares as part of their termination agreement.
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PayPoint Plc Annual Report 2026
Element and link to strategy: All-employee share plans
Encourage share ownership across all employees.
Operation Opportunity Performance metrics
Operation of an HMRC approved all-employee share plan (currently a SIP).
Executive Directors may participate on the same basis as all other eligible employees.
Up to the prevailing HMRC approved limits. None.
Directors’ Remuneration Report continued
• In the case of a non-regular event occurring, the Committee may apply its discretion to ensure fairness
and seek alignment with business objectives. Non-regular events in this context include, but are not
limited to: corporate transactions; changes in the Company’s accounting policies; minor or administrative
matters; internal promotions and external recruitment and terminations. Any use of discretion by the
Committee during the financial year will be detailed in the relevant Annual Report on Remuneration.
Performance measure selection
Profit and net revenue are normally the primary financial measures for the annual bonus plan. At the sole
discretion of the Remuneration Committee, exceptional items may be removed from operating profit and
revenue where the inclusion of such items would be inconsistent with fair measurement, and actual tax
may be adjusted to normalised rates if they are considered unsustainable. Performance targets relating
to the annual bonus plan are set from the Company’s annual budget, which is reviewed and signed off by
the Board prior to the start of each financial year. Targets are based on a number of internal and external
reference points. Targets are set to be stretching but achievable, with regard to the particular strategic
priorities and economic environment in a given year.
Strategic, personal and/or ESG targets for the annual bonus may be set each year based on the
Company’s prevailing strategic objectives at that time. Targets will be set on a measurable, quantifiable
basis where possible, but due to the nature of the objective, may require some subjective assessment.
In respect of the RSAs granted to Executive Directors, the Committee must be satisfied that PayPoint’s
underlying performance and delivery against its strategy and plans is sufficient to justify the level
of vesting having regard to such factors as the Committee considers to be appropriate in the round
(including revenue, earnings, share price performance and the delivery of the Company’s ESG strategy)
and the shareholder experience more generally.
EPS and share price performance have been selected for the one-off PSA given the need to ensure
Nick’s retention aligns with the shareholder experience over the next three years.
The Committee retains the discretion to alter the weighting, substitute or use new performance
measures for future incentive awards, if they are believed to better support the strategy of the business
at that time.
Notes to the policy table
Clawback (aka recovery) and malus (aka withholding) provisions
Clawback and malus provisions operate based on the following triggers:
• Misconduct
• Material misstatement
• Error in calculation
• Serious reputational damage to the Company
• Corporate failure
• Insolvency
The Remuneration Committee has set the clawback period at three years from the payment of an
annual bonus award and RSA/PSA vesting date on the basis that: (i) it believes these to be aligned with
shareholder expectations as well as FTSE Allshare market practice; and (ii) any circumstances that would
give rise to a potential malus/clawback scenario would likely be identified during the period.
Shareholder approvals
At the 2026 AGM on 29 July 2026, the Company will be asking shareholders to vote on two separate
remuneration-related resolutions as follows:
• a binding vote on the amended Directors’ Remuneration Policy, which will, subject to shareholder
approval, become formally effective as at the date of the AGM; and
• an advisory vote on the Directors’ Remuneration Report (excluding the Policy), which provides details
of the remuneration earned by Directors for performance in the year ended 31 March 2026 and how
we intend to remunerate Directors in the year ending 31 March 2027.
Use of discretion
The Remuneration Committee may exercise discretion in two broad areas for each element of remuneration:
• To ensure fairness and align Executive Director remuneration with underlying individual and Company
performance, the Committee may adjust upwards or downwards the outcome of any short-term or
long-term incentive plan payment within the limits of the relevant plan rules. Any adjustments in light
of corporate events will be made on a neutral basis, i.e. the intention of any adjustment will be that
the event is not to the benefit or detriment of participants. Adjustments to underlying performance
may be made in exceptional circumstances to ensure outcomes are fair, both to shareholders
and participants.
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Remuneration policy for other employees
PayPoint’s approach to annual salary reviews is consistent across the Group, with consideration given to
the level of experience, responsibility, individual performance and salary levels in comparable companies.
All UK employees are eligible to participate in the Company’s SIP. Senior managers participate in the
annual bonus scheme with the same profit measure as is set for the Executive Directors. Members of
the Executive Board and senior managers (c.15 individuals) are eligible to receive RSAs as part of their
reward package. Performance conditions are consistent for all participants, while award sizes vary by
organisational level. One-off RSA awards are made to other employees below the Executive Board who
are critical to the success of the business.
Non-Executive Director remuneration
The remuneration of the Non-Executive Directors is within the limits set by the Articles of Association.
Non-Executive Directors do not participate in any bonus plan or share incentive programme operated by
the Company and are not entitled to pension contributions or other benefits provided by the Company.
Element and link to strategy: Fees
To attract and retain Non-Executive Directors of the highest calibre with broad commercial and
other experience relevant to the Company.
Operation Opportunity Performance metrics
Fee levels are normally reviewed
annually. The remuneration of
the Non-Executive Directors is
determined by the Board based
upon recommendations from the
Chairman and Chief Executive (or, in
the case of the Chairman, based on
recommendations of the Committee).
Additional fees are payable for roles
with additional responsibilities including,
but not limited to, the SID and the
Chairs of the Audit and Remuneration
Committees.
Fee levels are benchmarked against
sector comparators and companies
of similar size and complexity. Time
commitment and responsibility are
taken into account when reviewing
fee levels.
All reasonable business-related
expenses may be reimbursed (including
any tax due thereon).
Non-Executive Director fee increases
are applied in line with the outcome
of the annual fee review. Fees paid in
respect of the year under review (and for
the following year) are disclosed in the
Annual Report on Remuneration.
It is expected that Non-Executive
Director fee levels will generally be
positioned around the median but may
fall within the second and third quartiles.
Any increases will also have regard to
general increases in Non-Executive
Directors’ fees across the market.
In the event that there is a material
misalignment with the market or a
change in the complexity, responsibility
or time commitment required to fulfil
a Non-Executive Director role, or
specific recruitment needs, the Board
has discretion to make an appropriate
adjustment to fee levels.
Aggregate fees are also limited by the
cap contained in the Company’s Articles
of Association.
Continued strong
and objective
contribution.
Pay scenario charts
The charts below provide an illustration of the potential annual future reward opportunities for the
Chief Executive and Chief Financial Officer, and the potential split between the different elements of
remuneration under four different performance scenarios: minimum, target, maximum and maximum with
share price.
0
Minimum
£642k
Minimum
£379k
Maximum
£4,316k
Maximum
£962k
Maximum +
Share Price
£5,867k
Nick Wiles – Chief Executive Rob Harding – Chief Financial Officer
Maximum +
Share Price
£1,070k
Target
£2,853k
Target
£889k
£1000
£2000
Remuneration (£’k)
£4000
£3000
£5000
£6000
One-off LTIP Share price growth
100%
100%
23%
16%
14%
47%
63%
43%
24%
33%
15%
13%
9%
40%
38%
22%
11%
10%
7%
46%
26%
36%
10%
34%
20%
Fixed pay
Annual Bonus
RSA
Assumptions:
Minimum • Base salary as at 1/7/2026
• An approximated annual value of benefits
• 5% of salary pension
Target Minimum remuneration plus:
• 80% of maximum on-target bonus (85% of salary)
• 75% of salary RSA for the CEO, 62.5% of salary RSA for the CFO
• 50% vesting for the CEO’s one-off 2026 PSA
Max Minimum remuneration plus:
• 100% of maximum on-target bonus (106% of salary)
• 75% of salary RSA for the CEO, 62.5% of salary RSA for the CFO
• 500% of salary one-off 2026 CEO PSA
Maximum + Share Price • Share appreciation of 50% for the RSAs and CEO's PSA
For simplicity, the values of any SIP awards are excluded.
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PayPoint Plc Annual Report 2026
Approach to recruitment remuneration
External appointment
In the cases of hiring or appointing a new Executive Director from outside the Company, the
Remuneration Committee may make use of all the existing components of remuneration, as follows:
Component Approach Maximum
Base salary The base salaries of new appointees will be determined
by reference to similar positions with comparative status,
responsibility and skills in parallel with the individual Director’s
performance, experience and responsibilities, and pay
conditions throughout the Company. Where new appointees
have initial basic salaries set below market, any shortfall may be
managed with phased increases over a period of two to three
years, subject to the individual’s development in the role.
N/A
Pension New appointees will receive contributions to personal pension
plans in line with the workforce.
Benefits New appointees will be eligible to receive benefits in line with
existing policy. Reasonable relocation support may be provided
if necessary.
SIP New appointees will be eligible to participate in the SIP in line
with existing policy.
Annual bonus The structure described in the policy table will apply to new
appointees with the relevant maximum being prorated to reflect
the proportion of employment over the year.
Depending on the timing of the appointment, it may be
appropriate to operate different performance measures for the
remainder of that initial bonus period.
150% of salary
RSA New appointees will be granted awards under the RSP on the
same terms as other executives, as described in the policy table.
75% of salary
In determining appropriate remuneration, the Remuneration Committee will take into consideration
all relevant factors (including quantum, nature of remuneration and the jurisdiction from which the
candidate was recruited) to ensure that arrangements are in the best interests of both PayPoint and
its shareholders. In addition to the above elements of remuneration, the Committee may consider it
appropriate to grant an award under a different structure in order to facilitate the recruitment of an
individual, exercising the discretion available under the relevant Listing Rule (LR 9.4.2 R) to replace
incentive arrangements forfeited on leaving a previous employer. Such buyout awards would have a
fair value no higher than that of the awards forfeited. In doing so, the Committee will consider relevant
factors including any performance conditions attached to these awards, the likelihood of those
conditions being met and the proportion of the vesting period remaining.
Directors’ Remuneration Report continued
Internal appointment
In cases of appointing a new Executive Director by way of internal promotion, the Remuneration
Committee and Board will be consistent with the policy for external appointees detailed above. Where
an individual has contractual commitments made prior to their promotion to the Board, the Company
will continue to honour these arrangements.
Non-Executive Directors
In recruiting a new Non-Executive Director, the Remuneration Committee will utilise the prevailing
shareholder-approved Policy.
Service contracts and exit policy
Executive Directors
Executive Director service contracts, including arrangements for early termination, are carefully
considered by the Committee. Nick Wiles has a rolling service contract requiring 12 months’ notice of
termination on either side. In line with current market practice, Rob Harding, has a rolling service contract
requiring 6 months’ notice on either side. Executive Director service contracts are available to view at the
Company’s registered office. Details of the service contracts of the Executive Directors of the Company
are as follows:
Name Company notice period Contract date
Nick Wiles 12 months 19 May 2020
Rob Harding 6 months 30 January 2023
There are no special provisions in service contracts relating to cessation of employment or change of
control. The policy on termination is that the Company does not make payments beyond its contractual
obligations and Executive Directors will be expected to mitigate their loss. In addition, the Remuneration
Committee ensures that there are no unjustified payments for failure. Under normal circumstances,
Executive Directors may receive termination payments in lieu of notice equal to pay and benefits
for the length of their contractual notice period.
When considering exit payments, the Committee reviews all potential incentive outcomes to
ensure they are fair to both shareholders and participants. The table on the next page summarises
how the awards under the annual bonus and share incentive plans are typically treated in specific
circumstances. Whilst the Committee retains overall discretion on determining good leaver status, it
typically defines a good leaver in circumstances such as death, ill health, injury or disability, retirement
with the Company’s consent, redundancy or any other reason that the Committee determines. Bad
leavers include those leaving employment due to resignation or misconduct, and retirement without
agreement of the Company.
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Financial statements
GovernanceStrategic report
Final treatment is subject to the Committee’s discretion:
Event Timing/vesting of award Calculation of vesting/payment
Annual bonus
Good leaver Paid at the same time as
continuing employees.
Eligible for an award to the extent that
performance targets are satisfied and
the award is normally pro-rated for the
proportion of the financial year served.
Bad leaver No annual bonus payable. Not applicable.
Change of control Paid immediately on the effective
date of change of control.
Eligible for an award to the extent that
performance targets are satisfied up to
the change of control and the award is
normally prorated for the proportion of
the financial year served to the effective
date of change of control.
DABS
Good leaver Continue until the normal vesting
date. In the event of death of a
participant, the award would vest
immediately.
Outstanding awards normally vest at the
normal vesting date on a time prorated
basis, although time prorating may be
disapplied in full or in part.
Bad leaver Outstanding awards lapse. Not applicable.
Change of control Paid immediately on the effective
date of change of control.
Outstanding awards normally vest on a
time prorated basis to reflect the length
of the vesting period served, although
time prorating may be disapplied.
RSA/PSA Award
Good leaver¹ Continue until the normal vesting
date or vest immediately, at the
discretion of the Committee.
Outstanding awards vest subject to the
Committee’s assessment of any underpin
or performance target as relevant, with
time prorating normally applied.
Bad leaver Outstanding awards lapse. Not applicable.
Change of control Vest immediately on the effective
date of change of control.
Outstanding awards vest at the effective
date of change of control, subject to the
Committee’s assessment of any underpin
or performance target as relevant, with
time pro-rating applied, unless the Board
decides otherwise.
1 Reflecting the Committee’s focus on retention, tougher leaver provisions will apply to the additional one-off PSA. As such, the
one-off PSA (500% of salary) for 2026 will only vest if Nick remains in employment at the 2029 vesting date. Should Nick: (i) retire;
or (ii) resign for any other reason (excluding ill health or cessation of employment as a result of death), before the additional one-
off award has vested in 2029, the award will lapse at cessation.
Non-Executive Directors
The Non-Executive Directors do not have service contracts, rather they have letters of appointment
which are subject to a three-year term. Details of the terms of appointment of the Non-Executive
Directors are set out in the table below:
Name
Effective date
of letter
Unexpired term
as at 31 March 2026 Date of appointment Notice period
Giles Kerr 20 November 2024 19½ months 20 November 2015 One month
Rosie Shapland 2 October 2023 7½ months 2 October 2020 One month
Rakesh Sharma 12 May 2023 1½ months 12 May 2017 One month
Lan Tu 15 March 2024 12½ months 15 March 2024 One month
Ben Wishart 14 November 2025 31½ months 14 November 2019 One month
Manasi Bhalerao 25 March 2026 35½ months 25 March 2026 One month
Under the Company’s Articles of Association, all Directors are required to submit themselves for
re-election every three years. However, in order to comply with the Code, all Directors will be subject
to annual re-election. Non-Executive Directors’ letters of appointment are available to view at the
Company’s registered office.
Annual Report on Remuneration
The following section provides details of how PayPoint’s Remuneration Policy was implemented during
the financial year ended 31 March 2026 and how it will be implemented for the year ending 31 March 2027.
The following pages contain information that is required to be audited in compliance with the Directors’
remuneration requirements of the Companies Act 2006. All narrative and quantitative tables are
unaudited, unless otherwise stated.
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PayPoint Plc Annual Report 2026
Role of the Remuneration Committee
The Remuneration Committee is responsible for developing policy on remuneration for Executive
Directors, the Executive Board and senior managers, and for determining specific remuneration packages
for each of the Executive Directors. The Committee also reviews workforce remuneration and related
policies and the alignment of incentives and rewards with culture. The Remuneration Committee is
formally constituted with written terms of reference which set out the full remit of the Committee.
The terms of reference are also available on the Company’s website at https://www.paypointbusiness.
com/media/241f5gf5/remuneration-committee-terms-of-reference-final.pdf.
During the year, the Committee sought internal support from the Chief Executive and the Chief People
Officer, who attended Committee meetings by invitation from the Chairman, to advise on specific questions
raised by the Committee and on matters relating to the performance and remuneration of the Executive
Board and senior managers. Neither of the above were present for any discussions that related directly to
their own remuneration. The Company Secretary attended each meeting as secretary to the Committee.
In undertaking its responsibilities, the Committee seeks independent external advice as necessary.
To this end, the Committee continued to retain the services of FIT Remuneration Consultants LLP as
the principal external advisers to the Committee during the financial year. The Committee is comfortable
that the FIT team provide independent remuneration advice to the Committee and do not have any other
connections with PayPoint that may impair their independence.
FIT is a founding member and signatory of the Code of Conduct for Remuneration Consultants, details of
which can be found at www.remunerationconsultantsgroup.com.
During the year, FIT provided independent advice on a range of remuneration matters including remuneration
benchmarking. FIT provides no other services to the Company. The fees paid to FIT (on the basis of time and
materials) in respect of work carried out for the year under review were £40.6k (excluding VAT).
Summary of shareholder voting
The following table shows the results of the binding vote on the Remuneration Policy Report and the
advisory vote on the 2024 Annual Report on Remuneration at the 6 August 2025 AGM:
Remuneration Policy Remuneration Report
Total number
of votes
% of
votes cast
Total number
of votes
% of
votes cast
For 49,553,507 96.9% 47,975,960 95.81%
Against 1,600,997 3.1% 2,098,763 4.19%
Total votes cast (excluding withheld votes) 51,154,504 50,074,723
Total votes withheld
1
33,454 11,477
Total votes cast (including withheld votes) 51,187,958 50,086,200
1 A withheld vote is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution.
Directors’ Remuneration Report continued
Single total figure of remuneration for Executive Directors (audited)
The table below sets out a single figure for the total remuneration received by each Executive Director
for the year ended 31 March 2026 and the prior year:
Nick Wiles
£’000
Rob Harding
£’000
2026
£’000
2025
£’000
2026
£’000
2025
£’000
Base salary
1
520 506 334 325
Taxable benefits
2
52 50 37 41
Pension
3
26 25 27 16
Total fixed pay 598 581 398 382
Annual bonus
4
160 453 102 291
Long-term incentives
5
619 553 224 0
Other
6
3 2 2 1
Total variable pay 782 1,008 328 292
Total remuneration 1,380 1,589 726 674
1 A base salary increase of 3% was awarded to the Chief Executive and Finance Director in July 2025, in line with the minimum
increase awarded to the general workforce.
2 Taxable value of benefits received in the year by Executive Directors relates to a benefits allowance and hotel costs (Chief Executive),
car allowance, petrol, medical insurance, life assurance, permanent health insurance and hotel costs (Chief Financial Officer).
3 Pension during the year: the pension rate for Executive Directors was 5% of base salary, in line with the rate offered to the wider
workforce. Payments to Nick Wiles and were made as a cash allowance while payments to Rob Harding were a combination of
contributions to his pension and a cash allowance.
4 Annual bonus: this is the total bonus earned in respect of performance during the relevant year, including any deferred amounts
(25% of the annual bonus is normally deferred into shares under the DABS. Awards vest after 3 years).
5 Long-term incentives reflects the value of the: (i) third tranche of Restricted Share Awards granted in 2021 which are due to
vest in August 2026; (ii) second tranche of the Restricted Share Awards granted in 2022 which are due to vest in June 2026; and
(iii) Restricted Share Awards granted in 2023 which are due to vest in September 2026 subject to an assessment against their
respective discretionary underpins. The value of the awards has been calculated based on the three month average share price to
31 March 2026 (£5.38) and an estimated number of dividend equivalent shares. The 2025 number was originally disclosed on this
same basis £482k. The actual value of 2025 releases is now reflected based on the share prices at vesting, delivering a total value
of £553k, appreciation of £71k.
6 SIP matching and dividend shares awarded in the period valued at the average share price calculated over three months to
31 March 2026 of £5.38 (2025: £6.71). The SIP is an HMRC-approved plan that allows participants to purchase shares using
gross salary and receive matching awards from the Company. There are no performance conditions.
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Single total figure of remuneration for the Chairman and Non-Executive Directors (audited)
The table below sets out a single figure for the total remuneration received by the Chairman and each Non-Executive Director for the year ended 31 March 2025 and the prior year:
Base fee
£’000
Committee Chair fees
£’000
Senior Independent Director Fees
£’000
Total Fees
3
£’000
Total Variable Remuneration
£’000
2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Chairman
Giles Kerr 183 178 – – – – 183 178 – –
Non-Executive Directors
Rosie Shapland
1
54 52 10 10 – – 64 62 – –
Rakesh Sharma 54 52 – 3 2 7 56 62 – –
Lan Tu 54 52 – – 4 – 59 52 – –
Ben Wishart 54 52 10 7 – – 66 59 – –
Manasi Bhalerao
1
1 – – – – – 1 – – –
Former Non-Executive Directors
Gill Barr
2
– 17 – – – – – 17 – –
Guy Parsons
2
– 17 – – – – – 17 – –
Total 400 420 20 20 6 7 429 447 – –
1 Manasi Bhalerao was appointed as a Non-Executive Director on 25 March 2026.
2 Gill Barr and Guy Parsons resigned from the Board on 1 August 2024.
3 Total Fees include travel expenses for attendance at meetings which have been grossed up for tax; accordingly, this figure will not equal the sum of the preceding fee columns.
Fees paid to Non-Executive Directors were increased by 3% from 1 July 2025 consistent with the minimum increase applied to the general workforce. Non-Executive Directors do not receive any variable remuneration.
Incentive outcomes for the year ended 31 March 2026
Annual bonus in respect of 2025/2026 performance (audited)
The annual bonus for the year ended 31 March 2026 was based on a combination of PayPoint segment profit before tax excluding exceptional items (‘PBT’) (60% weighting), net revenue (15% weighting)
and strategic targets (25% weighting).
Details of the performance against the PayPoint segment profit before tax (PBT), net revenue and strategic targets are set out below.
Profit before tax and net revenue targets:
Measure Maximum value
Threshold (20% of max)
£’000
Target (80% of max)
£’000
Stretch (100% of max)
£’000
Actual achieved
£’000 Payout
Underlying Profit Before Tax
1
60% of max £70m £72m £74m £70.3m
1
13% of salary
(20% of max)
Net revenue 15% of max £194.8m £198.8m £202.8m £190.8m 0% of salary
0% of max)
1 Note, as detailed in the Annual Statement, the Remuneration Committee agreed to amend the definition of PBT to exclude the FY26 annual bonus accrual (£1.3m). This decision resulted in a PBT of £70.3m and a payout at threshold was agreed. This resulted in a bonus
of 20% of maximum for this part. Had the amendment not been made, no bonus would have been payable against the PBT target. The adjustment resulted in an increase to the FY26 annual bonus award from 17% of maximum to 29% of maximum and is considered
appropriate in light of the record financial performance for FY26 and the strong performance of the management team. In agreeing the approach, the Remuneration Committee also considered the exercise of negative discretion (as set out in the Annual Statement) that
has been applied in previous years.
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PayPoint Plc Annual Report 2026
Strategic targets: (audited)
Strategic targets for the annual bonus are set each year based on the Company’s prevailing strategic objectives at that time. Targets are set on a measurable, quantifiable basis where possible, but due to the nature
of the objective, may require some subjective assessment.
Target Performance and bonus earned
1. Support revenue
growth in Retail Services
• Store Growth Specialist team had a positive impact with retailers, directly influencing our ‘growing retailer value’ strategy
• 40 campaigns delivered for major consumer brands, leveraging our PayPoint One platform, advertising screens and vouchering capability, with over 1.1 million vouchers issued and
over £80k paid out through our Retailer Rewards programme
• BankLocal launched to the estate with over £47 million of deposits processed since launch
• C 8,500 sites now offer Royal Mail collect, send and return parcels and 3,000 sites have the ability to deliver Royal Mail over the counter services, enabling customers to buy postage in store
Assessment: Payout 3.54% of salary (80% of maximum).
2. Drive merchant site
growth across the Cards
estate
• Strategic refocus agreed being implemented in FY 27 with a greater focus on revenue rather than absolute merchant estate growth
• Continued strong growth in lending with over £33m in funding provided to businesses in FY 26
• New e-comm product launched in October 2025 in partnership with Global Payments, including Pay By Link functionality in the app and integration with major shopping carts
• Enhancements made to mobile app including real-time transaction data and Tap to Pay , new rewards scheme launched
Assessment: Payout 0% of salary (0% of maximum).
3. Open Banking and
Digital Payments Growth
• Growth delivered in OBConnect with the successful launch of Verification of Payee (VoP) in France, Germany, Belgium, Spain, and Ireland with international bank SMBC and global
payments companies PaySafe and PagoNXT and new wins to provide ASPSP services for both the UK and EU (Berlin Group) for SMBC and Zeller UK
• Further housing sector wins with Peabody and Flagship Housing and Open Banking services now live with Thirteen Group, RHP, Gloucester City Homes and Orwell Housing
Assessment: Payout 3.54% of salary (80% of maximum).
4. Continue to
demonstrate progress
in delivery of key ESG
commitments
• Green energy contracts remain in place
• Total emissions reduced by 28% year on year
• Successfully achieved ISO14001 certification across the Group and implemented agreed action plan
• Roll out of local banking scheme to support FCA’s Access to Cash initiative
Assessment: Payout 3.54% of salary (80% of maximum).
5. Demonstrate
development of
organisation
• Major reorganisation announced in March to support next stage of growth,enabling greater performance ownership, a better harnessing of the Group’s collective capabilities,
strengthened execution and the unlocking of cost savings to support reallocation of investment into key growth areas
• Security posture of the organisation against increasing cyber threats improved during the year
• Domain model being implemented to deliver increased efficiency and customer experience across billing & settlement, customer support and Love2shop
Assessment: Payout 3.54% of salary (80% of maximum).
6. Deliver initiatives
to drive continued
growth in Love2shop
• Strategic partnership with InComm Payments delivered billings growth of over 350% with expanded distribution and product innovation
• Growth of physical gift cards in the PayPoint estate with rollout to additional mults
• Love2shop physical gift card units merchandised in over 2,000 sites ahead of the key peak trading period
Assessment: Payout 3.54% of salary (80% of maximum).
7. Maximum / actual value 27% of salary / 18% of salary (67% of maximum)
Given the progress made in respect of growth initiatives, ESG and organisation development, the above objectives have been assessed as mostly achieved and the Remuneration Committee approved a payout of
67% of maximum of this part of the bonus award.
Directors’ Remuneration Report continued
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Financial statements
GovernanceStrategic report
Total bonus awards
The above performance resulted in the following bonus awards for the year:
Maximum Potential Actual Nick Wiles Rob Harding
PBT 60% of max bonus/64% of salary 20% of max for measure/12.8% of salary £66,791 £42,864
Net revenue 15% of max bonus/16% of salary 0% of max for measure/0% of salary – –
Strategic targets 25% of max bonus/26% of salary 67% of max for measure/18% of salary £92,766 £59,534
Total 100% of max bonus/106% of salary 29% of max bonus/30.8% of salary £159,557 £102,398
25% of the total bonus awarded will be deferred into shares which will vest after three years from grant, subject to continued employment, in line with the Directors’ Remuneration Policy.
RSA awards vesting (audited)
With respect to the RSA awards granted on:
• 13 August 2021 to Nick Wiles, 50% of the awards vested on 13 August 2024, 25% vested on 13 August 2025 and 25% are due to vest on 13 August 2026;
• 10 June 2022 to Nick Wiles, 50% of the awards vested on 10 June 2025, 25% are due to vest on 10 June 2026 and 25% are due to vest on 10 June 2027; and
• 8 September 2023 to Nick Wiles and Rob Harding, 100% of the awards are due to vest on 8 September 2026.
RSAs made to Executive Directors once vested may not be sold until at least five years from grant date other than to settle any tax due. Details of awards due to vest in 2026 can be found in the table below:
Interests held in RSAs
Vesting % of interests
held
Number of shares due
to vest Value
1]
Face Value of
Shares at Grant
Value Change Linked to
Share Price Movement
5
Nick Wiles RSA 2021
2
13,966 100% 13,966 £75,136 £88,124 -£12,988
RSA 2022³ 30,921 50% 15,461 £83,177 £88,125 -£4,948
RSA 2023
4
67,079 100% 67,079 £360,885 £373,965 -£13,080
Total 111,966 95,506 £519,198 £550,214 -£31,016
Rob Harding RSA 2023
4
35,874 100% 35,874 £193,002 £199,998 -£6,996
Total 35,874 35,874 £193,002 £199,998 -£6,996
1 Value calculated based on the three-month average share price to 31 March 2026 of £5.38. In addition to this, dividend equivalents will be credited to shares under award to the extent they vest.
2 Of the RSAs originally granted in August 2021, 50% of awards vested in August 2024, 25% of awards vested in August 2025 and the remaining 25% will vest in August 2026.
3 Of the RSAs originally granted in June 2022, 50% of awards vested in June 2025, 25% of awards are due to vest in June 2026 and the remaining 25% are due to vest in June 2027.
4 Of the RSAs originally granted in September 2023, 100% of awards are due to vest in September 2026.
5 Based on the number of shares vesting in 2026 and a share price at grant of £6.31 for the 2021 RSAs, £5.70 for the 2022 RSAs and £5.575 for the 2023 RSAs.
Vesting is subject to continued service, satisfactory individual performance and a positive assessment of performance against the following underpin:
For RSAs granted to Executive Directors to vest, in addition to continued service, the Committee must be satisfied that PayPoint’s underlying performance and delivery against its strategy and plans are sufficient
to justify the level of vesting, having regard to such factors as the Committee considers to be appropriate in the round (including revenue, earnings and share price performance) and the shareholder experience more
generally (including the risk of windfall gains).
The Committee considered a near-final assessment of the underpins as at 31 March 2026 in respect of the: (i) August 2021 grant (25% of the original award) which is expected to vest in August 2026, (ii) June 2022
grant (25% of the original award) which is expected to vest in June 2026; and (iii) September 2023 grant (100% of the original award) which is expected to vest in September 2026 and found no cause to reduce the
vesting outcome. In arriving at this conclusion (which will be revisited just prior to vesting), the Committee noted the delivery of record financial performance for FY26.
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Directors’ Remuneration Report continued
Scheme interests awarded in the year ended 31 March 2026 (audited)
RSAs
In the year under review, RSAs were granted on 13 June 2025 with a face value of 75% of salary for the Chief Executive and 62.5% of salary for the Chief Financial Officer. The RSAs made to Executive Directors once
vested may not be sold until at least five years from grant date other than to settle any tax due.
Executive Director Basis of award Number of shares Face value
1
Vesting profile Performance measures
Nick Wiles 75% of salary 49,513 £392,890
100% after three years from grant
(a) continued service
(b) satisfactory individual performance
(c) a positive assessment of performance against the underpin
2
Rob Harding 62.5% of salary 26,480 £210,120
1 Face value is based on the middle market quotation of a share in the capital of the Company on the preceding dealing day of award of £7.935.
2 Underpin: The Committee must be satisfied that PayPoint’s underlying performance and delivery against its strategy and plans are sufficient to justify the level of vesting, having regard to such factors as the Committee considers to be appropriate in the round (including
revenue, earnings and share price performance and the delivery of the Company’s ESG strategy) and the shareholder experience more generally (including the risk of windfall gains).
Buyout Award
As highlighted in last year’s Annual Report on Remuneration, the Remuneration Committee agreed to grant Rob Harding a buyout award in PayPoint Plc shares to mirror the value of deferred share awards forfeited
upon cessation of his previous employment. As such, and in line with the shareholder approved Remuneration Policy, Rob Harding was granted a nil cost option award over 4,506 PayPoint Plc shares on 1 August 2023.
The Buyout Award vested in two tranches (50% on 1 August 2024 and 50% on 1 August 2025) and was granted under Listing Rule 9.4.2(2) and therefore limited to settlement with market purchase Ordinary Shares.
Payments for loss of office (audited)
None.
Payments to past Directors (audited)
Alan Dale stepped down from his position as Finance Director on 7 September 2023. Prorated RSA awards were retained and the following tranches vested in the year:
Restricted share award, granted 10 June 2022, vested 12 June 2025 with a gross value of £63,505;
Restricted share award, granted 13 August 21, vested 13 August 2025 with a gross value of £129,271; and
Deferred bonus award, granted 10 June 2022, vested 12 June 2025 with a gross value of £96,099.
CEO pay ratio
The data shows how the Chief Executive’s single figure remuneration for the year ended 31 March 2026 (as taken from the single figure remuneration table) compares to the equivalent single figure remuneration for
full-time equivalent UK employees, on a Group basis, ranked at the 25th, 50th and 75th percentiles.
The pay ratio has reduced due to the level of bonus awarded to the Chief Executive and the year-on-year reduction in the share price used to assess value of the share-based components of his single
figure remuneration.
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
CEO single figure: £1,380
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2026 Option B 42:1 30:1 17:1
2025 Option B 49:1 33:1 21:1
2024 Option B 39:1 27:1 18:1
2023 Option A 44:1 29:1 18:1
2022 Option A 34:1 23:1 15:1
2021 Option A 42:1 29:1 17:1
2020 Option A 21:1 14:1 9:1
No components of pay and benefits have been omitted for the purpose of the above calculations. Option B was selected in order to use the same data as used to calculate the gender pay gap.
The underlying quartiles for salary and total remuneration numbers for full-time equivalent UK employees are set out below.
Salary Total pay and benefits
Year 25th percentile Median 75th percentile 25th percentile Median 75th percentile
2026 £29,714 £35,840 £66,397 £33,194 £45,796 £80,188
2025 £26,828 £41,737 £64,638 £31,112 £46,528 £73,531
2024 £27,863 £41,364 £62,250 £30,885 £44,467 £67,091
2023 £24,783 £35,732 £30,675 £26,564 £40,514 £64,339
2022 £22,255 £30,000 £51,587 £27,073 £39,138 £60,798
2021 £21,935 £30,000 £53,321 £23,663 £34,977 £59,399
2020 £22,440 £30,251 £53,674 £24,484 £37,352 £59,603
The data for the three employees identified has been considered and fairly reflects pay at the relevant quartiles amongst the employee population. The Remuneration Committee considers the median pay ratio to be
representative of pay and progression policies at the Company.
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Directors’ Remuneration Report continued
Annual percentage change in remuneration of Directors and employees
The table below shows the percentage change in Director remuneration, comprising salary, taxable benefits and annual bonus, and comparable data for all employees within the Group. The data in this table has been
calculated based on the data disclosed in the relevant single total figure tables.
2020–2021 2021–2022 2022–2023 2023–2024 2024–2025 2025-2026
Base
salary/Fee Benefits
1
Annual
bonus
Base
salary/Fee Benefits
1
Annual
bonus
Base
salary/Fee Benefits
1
Annual
bonus
Base
salary/Fee Benefits
1
Annual
bonus
Base
salary/Fee Benefits
1
Annual
bonus
Base
salary/Fee Benefits
1
Annual
bonus
Executive Directors
Nick Wiles 2.3% -1.33% 21.1% 3% -6.5% -7.4% 2% -8% 7% 3% 5% -65%
Rob Harding 3% -8% -65%
Non-Executive Directors
Giles Kerr 0% 0% 2.3% 3% 2% 3%
Rosie Shapland 2.3% 3% 2% 3%
Rakesh Sharma 0% 0% 2.3% 3% – –
Ben Wishart 0% 2.3% 3% – –
Former Director
Gill Barr 0% 0% 2.3% 3%
Guy Parsons
Alan Dale 2.3% 43.4% 21.1%
Employee population 0.5% (6.5)% 100% 6.2% (3.3)% (0.3)% 6.1% 5.3% 37.1% 7% 7.2% 0.0% 6% (11)% 0% 4.1% (2.1)% 0%
Fields are blank where there is no comparator data due to new appointment, changes in responsibility or departures from the Board. Directors and Non-Executive Directors feature in the table following completion of two full years of service.
Ben Wishart was appointed as RemCo Chair 1 August 2024.
Rakesh Sharma stepped down as RemCo Chair 1 August 2024 and as SID 6 August 2025.
Lan Tu was appointed to the Board on 25 March 2024 and as SID 6 August 2025 therefore does not feature above.
Manasi Bhalerao was appointed to the Board on 25 March 2026, therefore does not feature above.
1 Non-Executive Directors receive fixed fees rather than salary and do not receive any variable pay or benefits.
Relative importance of spend on pay
The table below shows the Company’s actual expenditure on shareholder distributions (including dividends and share buybacks) and total employee pay expenditure for the financial years ended 31 March 2025 and
31 March 2026.
Total pay expenditure
£’000
Distributions to shareholders
£’000
2026 56,274 90,757
2025 57,431 47,777
% change (2.0)% (90.0)%
Pay for performance
The graph below compares the value of £100 invested in PayPoint shares, including reinvested dividends, with the FTSE 250 Index (excluding investment trusts) over the last ten years. This index was selected
because it is considered to be the most appropriate index against which the Total Shareholder Return of PayPoint could be measured.
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Financial statements
GovernanceStrategic report
Total Shareholder Return (’TSR’) (rebased to 100)
Total shareholder return
(rebased to 100)
200
0
100
March 2019March 2016 March 2020March 2017 March 2021March 2018 March 2022 March 2023 March 2024 March 2025 March 2026
PayPoint Plc
This Graph shows the value, by 31 March 2026, of £100 invested in Paypoint plc on 31 March 2016, compared with the value of £100 invested in the FTSE 250 Index (Ex Investment Trusts) Index on the same date.
Source: Datastream (a LSEG product)
FTSE 250 Index (excluding Investment Trusts)
Dominic Taylor
Patrick Headon/
Nick Wiles
Nick Wiles
Chief Executive single figure of remuneration (£’000) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Single figure of remuneration (£’000) 911 1,121 1,280 1,803 510 1,001 911 1,174 1,258 1,518 1,380
Annual bonus payout (as % of maximum) 31% 64% 66% 71% – 100% 76% 89% 80% 84% 29%
LTIP vesting (as % of maximum) – – 30% 100% 32% – – – – – –
RSA vesting (as % of maximum) – – – – – – – 100% 100% 100% 100%
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Directors’ Remuneration Report continued
Directors’ shareholdings (audited)
The shareholdings of the Directors and their connected persons in the ordinary shares of the Company against their respective shareholding requirement as at 31 March 2026:
Shareholding guidelines
Owned outright Vested/unexercised
1
Unvested DABS and
SIP awards subject to
holding period
2
Unvested RSA awards
subject to holding period
and underpin Current shareholding
3
Guideline % of salary
Guideline number
of shares
4
Met
5
Manasi Bhalerao – – – – – – – –
Rob Harding 4,550 790 7,673 105,092 11,962 200 124,978 No
Giles Kerr 6,923 – – – – – – –
Rosie Shapland 4,713 – – – – – – –
Rakesh Sharma 3,941 – – – – – – –
Lan Tu 4,569 – – – – – – –
Nick Wiles 252,729 2,642 41,666 347,915 297,037 200 194,741 Ye s
Ben Wishart 3,231 – – – – – – –
1 Includes SIP shares other than SIP matching shares and SIP dividend shares subject to a holding period.
2 Includes unvested DABS shares, SIP matching shares and SIP dividend shares subject to a holding period and continued employment. In respect of Rob Harding this also includes buyout award of 4,506 shares granted in August 2023 subject to continued employment.
3 Current shareholding includes unvested deferred bonus shares and SIP shares not subject to a holding period, on a net of tax basis.
4 A three-month average share price to 31 March 2026 of £5.38 has been used to calculate the holding required relative to this guideline.
5 Rob Harding has retained all vesting awards, net of income tax, as required under policy to build up his holding.
The market price of the Company’s shares on 31 March 2026 was £5.54 (31 March 2025: £6.27).
There have been no changes to shareholdings between 31 March 2026 and 31 May 2026 other than the purchase of Partnership Shares (and the award of Matching Shares on a 1:1 ratio) by both Nick Wiles
(41 shares) and Rob Harding (42 shares) in connection with the SIP.
Directors’ interests in shares in PayPoint long-term incentive plans and all-employee plans
Long-Term Incentive Awards and Restricted Share Awards (audited)
Name Type of awards
Number of shares
at 31 March 2025
Number of shares
awarded during
the period
Number of shares
released during
the period
1
Number of shares
lapsed during
the period
Number of shares
at 31 March 2026
Share price
at grant £
Value of shares
awarded £ Date of grant Lapse/Release
Nick Wiles RSA 2020 14,861 – 14,861 – – 5.93 £88,126 27.07.20 27.07.23 – 27.07.25
Nick Wiles RSA 2020 (Div Equiv) 4,390 4,390 – – 5.93 £26,033 27.07. 20 27.07.25
Nick Wiles RSA 2021 27,932 – 13,966 – 13,966 6.31 £352,496 13.08.21 13.08.24 – 13.08.26
Nick Wiles RSA 2021 (Div Equiv) 3,519 3,519 – – 6.31 £22,205 13.08.21 13.08.24 – 13.08.26
Nick Wiles RSA 2022 61,842 – 30,921 – 30,921 5.70 £352,499 10.06.22 10.06.25 – 10.06.27
Nick Wiles RSA 2022 (Div Equiv) 5,502 5,502 – – 5.70 £31,361 10.06.22 10.06.25 – 10.06.27
Nick Wiles RSA 2023 67,079 – – – 67,079 5.575 £373,965 08.09.23 08.09.26
Nick Wiles RSA 2024 62,790 – – – 62,790 6.075 £381,449 14.06.24 14.06.27
Nick Wiles ESP 2024 109,375 – – – 109,375 6.975 £762,891 02.08.24 02.08.27
Nick Wiles RSA 2025 – 49,513 – – 49,513 7. 935 £392,886 13.06.25 13.06.28
Rob Harding RSA 2023 Buyout 2,253 – 2,253 – – 5.34 £24,062 01.08.23 01.08.25
Rob Harding RSA 2023 Buyout (Div Equiv) – 311 311 – – 5.34 £1,661 01.08.23 01.08.25
Rob Harding RSA 2023 35,874 – – – 35,874 5.575 £199,998 08.09.23 08.09.26
Rob Harding RSA 2024 33,580 – – – 33,580 6.075 £203,999 14.06.24 08.09.26
Rob Harding RSA 2025 – 26,480 – – 26,480 7.935 £210,119 13.06.25 13.06.28
1 For RSAs to vest the Committee must be satisfied that PayPoint’s underlying performance and delivery against its strategy and plans are sufficient to justify the level of vesting having regard to such factors as the Committee considers to be appropriate in the round
(including revenue, earnings and share price performance) and the shareholder experience more generally (including the risk of windfall gains).
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Financial statements
GovernanceStrategic report
Deferred Annual Bonus Scheme (audited)
Name
Number of shares
at 31 March 2025
Number of shares
awarded during
the period
Number of shares
released during
the period
1
Number of shares
lapsed during
the period
Number of shares
at 31 March 2026
Share price
at grant £
Value of shares
awarded £ Date of grant Lapse/Release
Nick Wiles 16,645 – 16,645 – – 5.70 £94,877 10.06.22 10.06.25
Nick Wiles (Div Equiv) – 2,959 2,959 – – 5.70 £16,866 10.06.22 10.06.25
Nick Wiles 23,498 – – – 23,498 4.89 £114,846 31 .07.23 31.07.26
Nick Wiles 17,441 – – – 17,441 6.08 £105,957 14.06.24 14.06.27
Nick Wiles – 14,271 – – 14,271 7.935 £113,240 13.06.25 13.06.28
Rob Harding 7,491 – – – 7, 491 6.08 £45,508 14.06.24 14.06.27
Rob Harding – 9,158 – – 9,158 7. 935 £72,669 13.06.25 13.06.28
1 The release of shares is dependent upon continuous employment for a period of three years from the date of grant.
Share Incentive Plan (audited)
Name
Number of
partnership shares
purchased at
31 March 2025
Number of matching
shares awarded at
31 March 2025
Number of Shares
1
acquired at
31 March 2025
Total shares at
31 March 2025
Number of shares
2
purchased during
the period
Number of matching
Shares
3
awarded
during the period
Number of dividend
Shares acquired
during the period
Dates of release of matching
and dividend Shares
4
Total Shares at
31 March 2026
Nick Wiles 1,073 1,073 337 2,483 238 238 410 22.04.2028 – 22.03.2029 3,369
Rob Harding 363 363 38 345 239 238 150 22.04.2028– 22.03.2029 972
1 Dividend shares are ordinary shares of the Company purchased with the value of dividends paid in respect of all other shares held in the plan.
2 Partnership shares are ordinary shares of the Company purchased on a monthly basis during the period (at prices from £4.695 to £8.220).
3 Matching shares are ordinary shares of the Company awarded conditionally on a monthly basis during the period (at prices from £4.695 to £8.220).
4 The dates used are based on the earliest allocation of the matching shares.
Implementation of Remuneration Policy for year ending 31 March 2027
Details of how the Committee intends to implement the remainder of the Remuneration Policy for the year ending 31 March 2027 are set out in the Annual Statement.
This Report covers the remuneration of all Directors who served during the period and was approved by the Board on 10 June 2026.
Ben Wishart
Chair, Remuneration Committee
10 June 2026
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PayPoint Plc Annual Report 2026
Directors’ Report
The Directors present their report, together with the audited financial
statements of the Group for the financial year ended 31 March 2026.
PayPoint Plc (the ‘Company’) is a public limited company incorporated in England and Wales, registration
number 3581541. The Company is a holding company and its subsidiaries (a complete list of which can
be found in note 14 on pages 150 and 151) are engaged in providing innovative services and technology,
connecting millions of consumers with over 65,000 retailer partner and SMB locations across multiple
sectors.
Directors’ Report content
The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006, to include
certain matters in its Strategic Report that would otherwise be required to be disclosed in this Directors’
Report. The Strategic Report on pages 1 to 69 provides a review of the business, the Group’s trading for
the period ended 31 March 2026, key performance indicators and an indication of future developments.
The Strategic Report and this Directors’ Report together constitute the management report required
under Rule 4.1.8R of the Disclosure Guidance and Transparency Rules. The following sections of the
annual report and financial statements are incorporated into this Directors’ Report by reference:
Information Location in annual report
Review of the business, principal risks and
uncertainties, emerging risks and KPIs
Chief Executive’s Review; Our Business Model; Our Strategy;
Key Performance Indicators, Financial Review and Principal
Risks and Uncertainties (includes emerging risks)
Strategy and business model Our Strategy; Our Business model
Future business developments Our Strategy
GHG emissions and non-financial
reporting: Environmental matters
Anti-corruption and anti-bribery
Responsible Business and Audit Committee Report
Employment for disabled persons,
Employee engagement throughout the
workforce
Responsible Business; Corporate Governance Report;
S.172(1) Statement
Gender diversity Responsible Business; Corporate Governance Report;
Nomination Committee Report
Business relationships, stakeholders and
their effect on decisions
S.172(1) Statement
Corporate Governance Framework Report
Use of financial instruments and credit Financial review and note 29
Statement of compliance with the UK
Corporate Governance Code
Page 71
Post balance sheet events Note 33
Disclosures required pursuant to UK Listing Rule 6.6.1R can be found on the following pages:
Information Location in annual report
Statement of capitalised interest Not applicable
Director waiver of emoluments Not applicable
Allotment for cash of equity securities Note 26
Contracts of significance Not applicable
Waiver of dividends Page 115
This annual report has been prepared for, and only for, the members of the Company, as a body, and
no other persons. The Company, its Directors, employees, agents or advisers do not accept or assume
responsibility to any other person to whom this document is shown or into whose hands it may come and
any such responsibility or liability is expressly disclaimed.
By their nature, the statements concerning the risks and uncertainties facing the Group in this annual
report involve uncertainty since future events and circumstances can cause results and developments
to differ materially from those anticipated. The forward-looking statements reflect knowledge and
information available at the date of preparation of this annual report and financial statements and the
Company undertakes no obligation to update these forward-looking statements. Nothing in this annual
report should be construed as a profit forecast.
Substantial shareholdings
As at 31 March 2026, the Company had been notified of the following disclosable interests in the voting
rights of the Company as required by DTR 5 of the FCA’s Disclosure Guidance and Transparency Rules
(DTR). Four notifications were received under Rule 5 of the DTR in respect of major shareholdings in
PayPoint Plc during the period.
As at 31 March 2026:
Name of holder Percentage of total voting rights
1
Aberforth Partners 5.0%
Ameriprise Financial, Inc 4.4%
Asteriscos Patrimonial SLU 32.0%
2
Harwood Capital LLP 4.1%
1 Percentages are shown as a percentage of the Company’s total voting rights as at the date the Company was notified of the
change in holding.
2 In accordance with UKLR 6.2.3R, the Company confirms that it is able to carry on the business it carries on as its main activity from
such controlling shareholder at all times.
For the period 1 April 2026 up to and including 10 June 2026 (the latest practicable date for inclusion
in this report), there have been no further notifications pursuant to DTR 5. All notifications made to the
Company under DTR 5 are published via a Regulatory Information Service and made available on the
Company’s website.
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Share capital
As at 31 March 2026, the Company’s share capital consisted of 60,781,502 ordinary shares of 0.3611
pence each, all of which were issued and fully paid-up and are quoted on the London Stock Exchange.
The rights and obligations attaching to the Company’s ordinary shares, as well as the powers of the
Company’s Directors, are set out in the Company’s Articles of Association, a copy of which can be
obtained from Companies House or by writing to the Company Secretary.
There are no restrictions on the voting rights attaching to the ordinary shares or on the transfer of
securities in the Company. No person holds securities in the Company carrying special rights with regards
to control of the Company. The Company is not aware of any agreements between holders of securities
that may result in restrictions on the transfer of securities or on voting rights.
As at 31 March 2026, the PayPoint Employee’s Share Trust (the ‘Trust’) held 2,416 ordinary shares in
the Company for allocation under the Company’s share schemes. Any voting or other similar decisions
in relation to the shares held by the Trust would be taken by the trustees, who may take account of any
recommendations of the Company. The trustees have waived their right to receive dividends on the
shares held in the Company.
At the Annual General Meeting on 6 August 2025, the Directors were given authority to: purchase up to
10% of the Company’s issued share capital; allot relevant securities up to an aggregate nominal amount
of £156,107; and to disapply pre-emption rights in respect of allotments of relevant securities up to an
aggregate nominal amount of £23,416, with a further £23,416 for limited purposes. Resolutions to renew
these authorities in accordance with the Pre-Emption Group guidelines and model provisions will be
proposed at the 2026 Annual General Meeting, details of which are set out in the 2026 Notice of Annual
General Meeting. A copy of the 2026 Notice of Annual General Meeting can be found on our website at
www.corporate.paypoint.com.
Directors
The Directors of the Company who were in office during the year and up to the date of signing the
financial statements were: Nick Wiles, Rob Harding, Giles Kerr, Lan Tu, Manasi Bhalerao, Rosie Shapland,
Rakesh Sharma and Ben Wishart. During the year ended 31 March 2026, Manasi Bhalerao was appointed
to the Board of PayPoint Plc, bringing the membership of the Board up from seven to eight Directors.
The Directors’ interests in the ordinary shares of the Company are on page 112. Directors are appointed
and replaced in accordance with the Company’s Articles of Association, the Companies Act 2006 and
the UK Corporate Governance Code 2024. The powers of the Directors are set out in the Articles of
Association, shareholder resolutions and the Companies Act 2006.
Results for the year
The consolidated statements of profit or loss, comprehensive income, financial position, changes in
equity and cash flows for the year ended 31 March 2026 are set out on pages 124 to 128. An analysis
of risk is set out on pages 54 to 61, and of risk management on page 54. The management report
contained in the Strategic Report and the Directors’ Report includes a fair review of the development
and performance of the business and the position of the Group and the Company together with a
description of the principal risks and uncertainties they face.
Research and development activities
Across the year, the Group strengthened its partnerships, notably with Lloyds Banking Group, to enhance
digital payment and Open Banking solutions. Another key focus was the strategic evolution of Collect+
through external investment to broaden retail opportunities for the Group. The Group continues to adopt
a disciplined approach to improve efficiency and position the business for sustained performance in FY27
and beyond.
Indemnity provisions for the benefit of Directors
In addition to the indemnity provisions in the Articles of Association, the Company has entered into direct
indemnity agreements with each of the Directors who served during the financial year. These indemnities
constitute qualifying indemnities for the purposes of the Companies Act 2006 and remain in force for
all current serving Directors at the date of approval of this report without any payment having been
made under them. The Company also maintains Directors’ and Officers’ liability insurance which gives
appropriate cover for any legal action brought against its Directors.
Articles of Association
Unless expressly specified to the contrary in the Articles of Association of the Company, the Company’s
Articles of Association may only be amended by special resolution at a general meeting of the shareholders.
Change of control
All of the Company’s share schemes contain provisions relating to a change of control. Outstanding
options and awards would be pro-rated for time and normally vest on a change of control, subject to the
satisfaction of any performance conditions at that time.
There are no other significant contracts in place that would take effect, alter or terminate on the change
of control of the Company, including compensation for loss of office as a result of a takeover bid.
Suppliers’ payment policy
Terms of payment are agreed with individual suppliers prior to supply. The Group aims to pay its creditors
promptly, in accordance with terms agreed for payment, provided the supplier has provided the goods or
services in accordance with the agreed terms and conditions. Further information on the Group’s supplier
payment practices can be obtained from the Government’s payment practice reporting portal.
Charitable and political donations
The Group made no political donations during the year (2025: nil). Details of the charitable donations
policy can be found within the Responsible Business section of the annual report on page 38.
UK Listing Rule UKLR 6.6.6. Compliance Statement
The Company has complied with all of the disclosure requirements of UKLR 6.6.6 by including
climate-related financial disclosures which are set out within the Strategic Report on pages 28 to
53 (and in the information available at the locations referenced therein) consistent with the TCFD
recommendations.
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PayPoint Plc Annual Report 2026
Related-party transactions
Details of related-party transactions that took place during the year can be found in note 30.
Dividends
During the period ended 31 March 2026, a final ordinary dividend of 19.6 pence (2025: 19.2 pence)
was paid in equal instalments of 9.8 pence on 11 August 2025 and 26 September 2025. The Directors
declared an interim ordinary dividend of 19.8 pence (2025: 19.4 pence) that was paid in equal
instalments of 9.9 pence on 19 December 2025 and 27 March 2026.
The Directors have proposed a final dividend of 20.0 pence per share (2025: 19.6 pence per share)
payable in equal instalments to shareholders on 3 August 2026 and 25 September 2026 to shareholders
on the register on 3 July 2026 and 28 August 2026 respectively. This final dividend is subject to the
approval of shareholders at the Annual General Meeting on 29 July 2026.
During the period ended 31 March 2026, a special dividend of 50.0 pence per share (2025:nil) was paid
to shareholders on 31 October 2025 alongside a share consolidation exercise.
The dividend policy including all the dividends declared during the year is set out in the Financial Review
on page 69.
Share buyback
The Group commenced its increased share buyback programme in July 2025 to return at least £30 million
per annum to shareholders, extended until the end of March 2028. The target is to reduce the equity
base by at least 20% over the period. Further details are provided on page 69.
Going concern
As at 31 March 2026, the Group had a net overdraft of £1.7 million and net debt of £132.5 million. The
Group’s borrowing facilities consist of £75 million non-amortising term loan and a £90 million unsecured
revolving credit facility, each expiring in June 2029. The Group’s liquidity review and commentary on the
current economic climate are provided on page 68 of the Strategic Report and commentary on financial
risk management is provided in Note 29.
The Directors are satisfied that the Group has adequate resources to continue in operational existence
for the foreseeable future, a period of not less than 12 months from the date of this report. Therefore,
the financial statements have been prepared on a going concern basis.
Independent auditor
A resolution for the re-appointment of PricewaterhouseCoopers LLP as the Company’s auditor will be
proposed at the forthcoming Annual General Meeting.
Corporate governance statement
The information that fulfils the requirements of the Corporate Governance Statement for the purposes
of the FCA’s UK Listing Rules and Disclosure Guidance and Transparency Rules can be found in this
Directors’ Report and in the Corporate Governance section on pages 70 to 117 (which is incorporated
into this Directors’ Report by reference).
Post balance sheet events
Details of events since the date of the balance sheet are provided in note 33 on page 167.
Statement as to disclosure of information to auditor
Each of the persons who is a Director at the date of approval of this report confirms that:
1) so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
2) the Director has taken all the steps that he/she ought reasonably to have taken as a Director in order
to make themselves aware of any relevant audit information and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of
the Companies Act 2006.
Annual General Meeting
The Annual General Meeting will be held at PayPoint’s head office, 1 The Boulevard, Shire Park,
The Notice of Annual General Meeting and explanatory information on the resolutions to be passed at
the Annual General Meeting can be found on our website at www.corporate.paypoint.com. A copy of
the Notice of Annual General Meeting has also been sent to all shareholders.
The Directors’ Report was approved by the Board and signed on its behalf by:
Rob Harding
Chief Financial Officer
10 June 2026
Directors’ Report continued
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PayPoint Plc Annual Report 2026
Financial statements
GovernanceStrategic report
Statement of Directors’ responsibilities in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under the
law Directors have prepared the Group and the Company financial statements in accordance with
UK-adopted international accounting standards.
Under company law, Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss
of the Group for that period. In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group and Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show
and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Company and enable them to ensure that its financial statements
and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and financial statements, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group’s and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the Directors’ Report confirm that, to the
best of their knowledge:
• the Group and Company financial statements, which have been prepared in accordance with
UK-adopted international accounting standards, give a true and fair view of the assets, liabilities
and financial position of the Group and Company, and of the profit of the group; and
• the Directors’ Report includes a fair review of the development and performance of the business
and the position of the Group and Company, together with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group’s and
Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves
aware of any relevant audit information and to establish that the Group’s and Company’s auditors are
aware of that information.
The Statement of Directors’ Responsibilities has been approved by the Board of Directors and is signed
on their behalf by:
Rob Harding
Chief Financial Officer
10 June 2026
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PayPoint Plc Annual Report 2026
Report on the audit of the financial statements
Opinion
In our opinion, PayPoint Plc’s group financial statements and company financial statements (the “financial
statements”):
• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 March 2026
and of the group’s profit and the group’s and company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise:
• the Consolidated statement of financial position as at 31 March 2026;
• the Company statement of financial position as at 31 March 2026;
• the Consolidated statement of profit or loss for the year then ended;
• the Consolidated statement of comprehensive income for the year then ended;
• the Consolidated statement of cash flows for the year then ended;
• the Company statement of cash flows for the year then ended;
• the Consolidated statement of changes in equity for the year then ended;
• the Company statement of changes in equity for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities
for the audit of the financial statements section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable
to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
Other than those disclosed in note 8 to the financial statements, we have provided no non-audit services
to the company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• The scope of our audit determines where we go and what we do, the best types of audit evidence to
obtain, the right areas of operations to focus on and the resources needed to deliver this. As group
auditors we are required to obtain sufficient audit evidence from the components of the group. We
have determined there are five components for group reporting purposes:
• Love2Shop
• PayPoint Network
• PayPoint Plc
• Collect + Brand
• Handepay
• Further procedures in relation to other areas, including revenue, receivables and property, plant and
equipment, have been performed over Merchant Rentals, PayPoint Retail Solutions Limited and
PayPoint Collections Limited.
Key audit matters
• Open Banking Cash Generating Unit (CGU) impairment assessment (group)
• Impairment of Investment in obconnect Limited (parent)
Materiality
• Overall group materiality: £3,191,000 (2025: £2,640,000) based on 5% of adjusted profit before tax
(2025: adjusted profit before tax).
• Overall company materiality: £2,919,000 (2025: £2,679,000) based on 1% of total assets.
• Performance materiality: £2,393,250 (2025: £1,980,000) (group) and £2,189,250
(2025: £2,009,250) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Independent auditors’ report to the members of PayPoint Plc
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Strategic report
Financial statementsGovernance
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the 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) identified by the auditors,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
This is not a complete list of all risks identified by our audit.
Open Banking Cash Generating Unit (CGU) impairment assessment (group) and Impairment of
Investment in obconnect Limited (parent) are new key audit matters this year. Valuation of intangible
assets from obconnect acquisition, Valuation of investment in convertible loan notes of Judge Logistics
and Impairment of Investment in Merchant Rentals (parent), which were key audit matters last year,
are no longer included because of the acquisition of obconnect occurred in the prior year hence the
valuation of intangibles assets from obconnect acquisition is no longer relevant. In relation to the
Valuation of investment in convertible loan notes of Judge Logistics, the remaining balance is immaterial
following impairment last year. In relation to the impairment of Merchant Rentals, we consider the risk of
impairment to no longer be a significant risk due to the increased level of headroom.
Key audit matter How our audit addressed the key audit matter
Open Banking Cash Generating Unit (CGU) impairment assessment (group)
As set out in note 1, the group undertook an impairment assessment of the Open Banking CGU in the
current year. The Open Banking CGU comprises the trade of obconnect Limited which was acquired in
October 2024, and the legacy PayPoint Open Banking business. obconnect was previously treated as a
separate CGU with goodwill of £12.2 million, this was reassessed during the year, and this business has
been combined with the legacy PayPoint Open Banking business within the Group that utilises obconnect
Limited’s software platform to generate cash flows for the purposes of the CGU impairment testing.
Management has assessed that these two components should be combined into a single CGU, reflecting
their shared use of a technology platform and the generation of cash inflows at the lowest level where
cash flows are largely independent from other asset groups, as prescribed by IAS 36, “Impairment of
Assets.” This is the key judgement as it impacts the outcome of the goodwill impairment test. Following
this reassessment, management performed a value in use impairment review on this basis.
We challenged management's judgement regarding the CGU determination. We performed audit
procedures to verify the assets used to generate cash flows within the Open Banking CGU by obtaining
contracts and inquiring with individuals outside of the finance function. We also performed procedures
to evaluate and corroborate the rationale behind combining the components, assessing whether
this was consistent with IAS 36. We also reviewed the discounted cash flow model’s assumptions
and challenged forecast growth rates obtaining evidence for revenue growth forecast. We tested
the integrity of the financial data and the reasonableness of key assumptions such as growth rates
and discount rates, to ensure that they accurately reflect the economic environment. Through these
procedures, we obtained sufficient audit evidence to conclude that management's assessment of
the combined Open Banking CGU was reasonable and consistent with applicable financial reporting
standards. We concluded that no impairment was required.
Impairment of Investment in obconnect Limited (parent)
As set out in note 14, the parent company’s investment in its subsidiary, obconnect Limited, amounted
to £19.6 million as of 31 March 2026 (31 March 2025: £17.3 million). During the year, the parent
company acquired additional shares from the founders, achieving total ownership of 100%, through a
payment of £6.4 million. This acquisition resulted in an implied fair value for obconnect Limited below
it’s carrying value, thereby triggering an impairment assessment in the current year. The valuation
of the investment in obconnect Limited requires careful determination of the recoverable amount.
Management assessed this through a comparison of fair value less costs to sell and value in use
models, ultimately supporting the value in use of £19.5 million resulting in an impairment of £4.1 million.
The determination of the recoverable amount of the investment involves considerable management
judgement and estimates, particularly in projecting future cash flows, determining appropriate discount
rates, and evaluating market conditions. The complexity and impact of these judgements on the financial
statements make this a significant area of focus.
We evaluated management’s methodology and judgement in assessing the recoverable amount of the
investment in obconnect Limited. Our audit procedures included a detailed review of the assumptions
underpinning the value in use model, such as forecasted cash flows, growth rates, and the selection of
discount rates, to ensure they reflected the current business and economic environment accurately.
We also reviewed the discounted cash flow model’s assumptions and challenged forecast growth
rates obtaining evidence for revenue growth forecast. We also compared these assumptions against
historical performance. Furthermore, we assessed the impairment calculation by analysing the implied
fair value from the recent share acquisition and corroborating it with the fair value less cost to sell
model. Sensitivity analyses were performed to ascertain the impact of varying key assumptions on
the recoverable amount. Through our evaluation, we concluded that the impairment assessment was
reasonable and in compliance with applicable financial reporting standards.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the group and the
company, the accounting processes and controls, and the industry in which they operate.
The Group is organised into two operating divisions, PayPoint and Love2shop. There are 14 reporting
units within the consolidation being holding companies and operating companies. We have determined
there are five components in full scope for Group reporting as follows: PayPoint Network, Collect+Brand,
Love2shop, Handepay and PayPoint Plc. Where work was performed by component auditors, we
determined the level of involvement we needed to have in the audit work at those reporting units to
be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our
opinion on the Group’s financial statements as a whole. During the audit, senior members of the Group
team held a number of meetings with all of the component teams and reviewed the work performed
by these teams over those areas of higher audit risk. At the Group level, we also carried out targeted
analytical procedures on non-significant components not covered by the procedures described above.
The Group engagement team also performed audit procedures over the consolidation process. PayPoint
plc (the Company) was in full scope and the audit procedures over the Company’s transactions and
balances were performed by the Group audit team. The Company is also audited on a stand-alone basis,
hence,testing has been performed on all material financial statement line items included in the Company
standalone financial statements.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential
impact of climate risk on the group’s and company’s financial statements, and we remained alert when
performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not
identify any material impact as a result of climate risk on the group’s and company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Financial statements – group Financial statements – company
Overall
materiality
£3,191,000 (2025: £2,640,000). £2,800,000 (2025: £2,679,000).
How we
determined it
5% of adjusted profit before tax (2025: adjusted
profit before tax)
1% of total assets
Rationale for
benchmark
applied
Based on the benchmarks used in the financial
statements, adjusted profit before tax after
excluding recurring adjusting items, is the primary
measure used by shareholders in assessing the
performance of the Group. Whilst profit before tax
is a generally accepted auditing benchmark, we
have used an adjusted measure of profit before
tax. This is due to a number of adjustments made in
the current year that relate to one-off events that
distort the statutory profit before tax as a measure
for materiality.
PayPoint Plc is a holding company
for the Group and therefore
the materiality benchmark has
been determined to be based on
total assets which is a generally
accepted auditing benchmark.
For each component in the scope of our group audit, we allocated a materiality that is less than our
overall group materiality. The range of materiality allocated across components was between £350,000
to £2,800,000. Certain components were audited to a local statutory audit materiality that was also less
than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use
performance materiality in determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in determining sample sizes. Our
performance materiality was 75% (2025: 75%%) of overall materiality, amounting to £2,393,250 (2025:
£1,980,000) for the group financial statements and £2,100,000 (2025: £2,009,250) for the company
financial statements.
In determining the performance materiality, we considered a number of factors – the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded
that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above £159,550 (group audit) (2025: £132,000) and £140,000 (company audit) (2025: £133,950)
as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Independent auditors’ report to the members of PayPoint Plc continued
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Strategic report
Financial statementsGovernance
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to
adopt the going concern basis of accounting included:
• obtaining and agreeing management’s going concern assessment to the business’s board approved
plan and ensuring that the base case scenario indicates that the business generates sufficient cash
flows to meets its obligations within the going concern assessment period while complying with
covenant arrangements;
• considering the extent to which the group’s and company’s future cash flows might be adversely
affected by the impact of contingent liabilities and other factors such as the impact of the increased
cost of living;
• reviewing management’s cash flow forecasts, assessing the debt available to the group and
considering the overall impact on liquidity;
• testing the mathematical accuracy of the models;
• evaluating management’s severe but plausible scenario and ensuring this is appropriately modelled
through the cash flows;
• considering the risk of breach of the covenant arrangements in place for external borrowings under
the severe but plausible scenario;
• performing further stress tests on the severe but plausible scenario;
• considering the adequacy of the disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and the
company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee
as to the group’s and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The directors are responsible for the other information. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not
express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If we identify an apparent material inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact. We have nothing
to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to
report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the
Strategic report and Directors’ Report for the year ended 31 March 2026 is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained
in the course of the audit, we did not identify any material misstatements in the Strategic report and
Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
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Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term
viability and that part of the corporate governance statement relating to the company’s compliance
with the provisions of the UK Corporate Governance Code specified for our review. Our additional
responsibilities with respect to the corporate governance statement as other information are described
in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in
relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place
to identify emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to
adopt the going concern basis of accounting in preparing them, and their identification of any material
uncertainties to the group’s and company’s ability to continue to do so over a period of at least
twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the group’s and company’s prospects, the period
this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be
able to continue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company
was substantially less in scope than an audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that the statement is in alignment with the
relevant provisions of the UK Corporate Governance Code; and considering whether the statement
is consistent with the financial statements and our knowledge and understanding of the group and
company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the group’s and
company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the company’s compliance with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for
the preparation of the financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also 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.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-
compliance with laws and regulations related to breaches of data protection regulations and employment
law, and we considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct impact on the
financial statements such as Companies Act 2006, the Listing rules and UK tax legislation. We evaluated
management’s incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to increase revenue/reduce costs and management bias in accounting
estimates. The group engagement team shared this risk assessment with the component auditors so that
they could include appropriate audit procedures in response to such risks in their work. Audit procedures
performed by the group engagement team and/or component auditors included:
Independent auditors’ report to the members of PayPoint Plc continued
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• Enquiries with the directors, the Audit Committee and company General Counsel, review of board
meeting minutes and consideration of known or suspected instances of non-compliance with laws,
regulations and fraud including discussions with external legal counsel;
• Identifying and testing a sample of journal entries, in particular certain journal entries posted with
unusual account combinations which result in an increase in revenue; and
• Challenging assumptions and judgements made by management in determining significant
accounting estimates, in particular in relation to the assessment of identification of CGUs and
impairment assessments.
There are inherent limitations in the audit procedures described above. We are less likely to become aware
of instances of non-compliance with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, 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.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of items
for testing, rather than testing complete populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us
to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a
body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit
have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31 March 2024. Our uninterrupted
engagement covers 3 financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules
to include these financial statements in an annual financial report prepared under the structured digital
format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial
Conduct Authority. This auditors’ report provides no assurance over whether the structured digital
format annual financial report has been prepared in accordance with those requirements.
David Beer (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Watford
10 June 2026
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Consolidated statement of profit or loss
Year ended 31 March 2026 | Year ended 31 March 2025 £’000 | ||||||
| Underlying | Adjusting items | Total | Underlying | Adjusting items | Total | ||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Revenue | 2,3 | ( | |||||
Other revenue | 2,3 | ||||||
Total revenue | ( | ||||||
Cost of revenue | 5 | ( | ( | ( | ( | ||
Gross profit | ( | ||||||
Administrative expenses – excluding adjusting items | ( | ( | ( | ( | |||
Operating profit before adjusting items | ( | ||||||
| Adjusting items: | |||||||
Exceptional items – administrative expenses | 6 | ( | ( | ( | ( | ||
Amortisation of acquired intangible assets | 13 | ( | ( | ( | ( | ||
Movement on convertible loan notes | 14 | ( | ( | ( | ( | ||
Movement on other investments | 14 | ( | ( | ||||
Operating profit | ( | ( | |||||
Finance income | 9 | ||||||
Finance costs | 9 | ( | ( | ( | ( | ||
Profit before tax | ( | ( | |||||
Tax | 10 | ( | ( | ( | ( | ||
Profit after tax | ( | ( | |||||
| Attributable to: | |||||||
Owners of the parent | ( | ( | |||||
Non-controlling interests | 15 | ||||||
( | ( | ||||||
| Year ended | Year ended | ||||||
| 31 March | 31 March | ||||||
| Earnings per share (pence) | 2026 | 2025 | |||||
Basic | |||||||
Diluted | |||||||
| Year ended | Year ended | ||||||
| 31 March | 31 March | ||||||
| Underlying earnings per share – before adjusting items (pence) | 2026 | 2025 | |||||
Basic | |||||||
Diluted |
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Consolidated statement of comprehensive income
| Year ended | Year ended | ||
| 31 March | 31 March | ||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Items that will not be reclassified to the consolidated statement of profit or loss: | |||
Remeasurement of defined benefit pension scheme asset | 17 | ( | |
Deferred tax on remeasurement of defined benefit pension scheme asset | 10 | ( | |
| Items that may subsequently be reclassified to the consolidated statement of profit or loss: | |||
Movement on cash flow hedge reserve | ( | ||
Other comprehensive income / (expense) for the year | ( | ||
Profit for the year | |||
Total comprehensive income for the year | |||
| Attributable to: | |||
Owners of the parent | |||
Non-controlling interests | |||
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Consolidated statement of financial position
| 31 March | 31 March | ||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Non-current assets | |||
Goodwill | 12 | ||
Other intangible assets | 13 | ||
Convertible loan notes | 14 | ||
Other investment | 14 | ||
Property, plant and equipment | 16 | ||
Net investment in finance lease receivables | 24 | ||
Retirement benefit asset | 17 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 18 | ||
Trade and other receivables | 19 | ||
Current tax asset | |||
Cash and cash equivalents – corporate | 20 | ||
Cash and cash equivalents – non-corporate | 20 | ||
Restricted funds held on deposit (non-corporate) | 20 | ||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 21 | ||
Lease liabilities | 24 | ||
Provisions | 22 | ||
Bank overdraft | 20 | ||
Loans and borrowings | 25 | ||
Total current liabilities | |||
| Non-current liabilities | |||
Lease liabilities | 24 | ||
Loans and borrowings | 25 | ||
Derivative liability | |||
Deferred tax liability | 23 | ||
Provisions | 22 | ||
Total non-current liabilities | |||
Total liabilities | |||
Net assets |
| 31 March | 31 March | ||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
| Equity | |||
Share capital | 26 | ||
Share premium | 26 | ||
Merger reserve | 26 | ||
Share-based payment reserve | |||
Capital redemption reserve | 26 | ||
Retained earnings | |||
| Total equity attributable to equity holders | |||
of the parent | |||
Non-controlling interests | 15 | ||
Total equity |
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Consolidated statement of changes in equity
| Share-based | Capital | |||||||||
| Share | Share | Merger | payment | redemption | Retained | Non-controlling | ||||
| capital | premium | reserve | reserve | reserve | earnings | Total | interests | Total equity | ||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 April 2024 | ||||||||||
Non-controlling interest arising on acquisition | ||||||||||
Profit for the year | ||||||||||
Total other comprehensive expense | ( | ( | ( | |||||||
Total comprehensive income for the year | ||||||||||
Issue of shares | 26 | |||||||||
Purchase of own shares | 26 | ( | ( | ( | ( | |||||
Equity-settled share-based payment expense | 27 | ( | ||||||||
Vesting of share scheme | 27 | ( | ||||||||
Dividends | 28 | ( | ( | ( | ||||||
At 31 March 2025 | ||||||||||
Acquisition of non-controlling interest | ( | ( | ( | ( | ||||||
Profit for the year | ||||||||||
Total other comprehensive income | ||||||||||
Total comprehensive income for the year | ||||||||||
Post-tax gain on part-disposal of subsidiary | 15 | |||||||||
Purchase of own shares | 26 | ( | ( | ( | ( | |||||
Equity-settled share-based payment expense | 27 | ( | ||||||||
Vesting of share scheme | 27 | ( | ||||||||
Dividends | 28 | ( | ( | ( | ( | |||||
At 31 March 2026 |
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Consolidated statement of cash flows
| Year ended | Year ended | ||
| 31 March 2026 | 31 March 2025 | ||
| Note | £’000 | £’000 | |
| Cash flows from operating activities | |||
Cash generated from operations | 31 | ||
Corporation tax paid | ( | ( | |
Interest received | |||
Interest paid | ( | ( | |
| Movement in restricted funds held on deposit | |||
– non-corporate | ( | ||
Movement in payables – non-corporate | |||
Net cash generated from operating activities | |||
| Investing activities | |||
Purchases of property, plant and equipment | ( | ( | |
Purchases of intangible assets | ( | ( | |
| Acquisitions of subsidiaries net of cash and cash equivalents | |||
acquired | ( | ||
Purchase of convertible loan notes | 14 | ( | |
Purchase of other investment | 14 | ( | |
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
Dividends paid to owners of parent | 28 | ( | ( |
Dividends paid to non-controlling interest | 15 | ( | |
Proceeds from part-disposal of subsidiary | 15 | ||
Acquisition of non-controlling interest | 31 | ( | |
Proceeds from issue of share capital | |||
Payment of lease liabilities | 24 | ( | ( |
Repayments of loans and borrowings | 25 | ( | ( |
Proceeds from loans and borrowings | 25 | ||
Purchase of own shares | 26 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net increase / (decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at the beginning of the year | |||
Cash and cash equivalents at the end of the year |
Note to the consolidated statement of cash flows – reconciliation of
cash and cash equivalents
| 31 March | 31 March | ||
| 2026 | 2025 | ||
| Note | £’000 | £’000 | |
Corporate cash | |||
Bank overdraft | ( | ||
Non-corporate cash | |||
Cash and cash equivalents | 20 |
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Company statement of financial position
Note
31 March
2026
£’000
31 March
2025
£’000
Non-current assets
Investments in wholly owned subsidiaries 14 235,504 239,121
Convertible loan notes 14 – 3,159
Other investment 14 2,699 740
Retirement benefit asset 17 2,102 –
Trade and other receivables 19 45,821 9,160
Total non-current assets 286,126 252,180
Current assets
Trade and other receivables 19 104 39
Current tax asset – 8,989
Cash and cash equivalents – corporate 5,715 6,720
Total current assets 5,819 15,748
Total assets 291,945 267, 928
Current liabilities
Trade and other payables 21 68,971 75,186
Current tax liability 4,303 –
Bank overdraft 5,000 –
Loans and borrowings 25 260 265
Total current liabilities 78,534 75,451
Non-current liabilities
Loans and borrowings 25 130,526 102,043
Deferred tax liability 526 –
Derivative liability 55 264
Total liabilities 209,641 177,758
Net assets 82,304 90,170
Equity
Share capital 26 219 236
Share premium 26 1,000 1,000
Merger reserve 26 18,243 18,243
Share-based payment reserve 3,550 3,471
Capital redemption reserve 26 24 7
Retained earnings 59,268 67,213
Total equity attributable to equity holders of the
parent 82,304 90,170
The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 and
consequently the statement of profit or loss of the Company is not presented as part of these financial
statements. The profit of the Company for the financial year was £82.3 million (2025: £12.4 million).
These financial statements on pages 124 to 167 were approved by the Board of Directors and authorised
for issue on 10 June 2026 and were signed on behalf of the Board of Directors.
Nick Wiles
Chief Executive
10 June 2026
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Company statement of changes in equity
Note
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Share-based
payment
reserve
£’000
Capital
redemption
reserve
£’000
Retained
earnings
£’000
Total equity
£’000
Opening equity at 1 April 2024 242 1,000 18,243 2,992 – 102,218 124,695
Profit for the year – – – – – 12,442 12,442
Movement on cash flow hedge reserve – – – – – (266) (266)
Total comprehensive income for the year – – – – – 12,176 12,176
Issue of shares 1 – – – – – 1
Purchase of own shares (7) – – – 7 (20,129) (20,129)
Equity-settled share-based payment expense 27 – – – 2,018 – (814) 1,204
Vesting of share scheme 27 – – – (1,539) – 1,539 –
Dividends 28 – – – – – (27,777) (27,777)
Closing equity at 31 March 2025 236 1,000 18,243 3,471 7 67,213 90,170
Profit for the year – – – – – 82,310 82,310
Movement on cash flow hedge reserve – – – – – 210 210
Total comprehensive income for the year – – – – – 82,520 82,520
Purchase of own shares 26 (17) – – – 17 (30,279) (30,279)
Equity-settled share-based payment expense 27 – – – 1,621 – (1,222) 399
Vesting of share scheme 27 – – – (1,542) – 1,542 –
Dividends 28 – – – – – (60,506) (60,506)
Closing equity at 31 March 2026 219 1,000 18,243 3,550 24 59,268 82,304
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Company statement of cash flows
Note
Year ended
31 March
2026
£’000
Year ended
31 March
2025
£’000
Cash flows from operating activities
Cash generated from operations 31 20,086 74,215
Corporation tax received 6,943 –
Interest received 46 162
Interest paid (8,013) (7,622)
Net cash generated from operating activities 19,062 66,755
Investing activities
Acquisition transaction costs – (130)
Acquisitions of subsidiaries – (10,522)
Purchase of convertible loan note 14 – (16,000)
Purchase of other investment 14 – (200)
Net cash used in investing activities – (26,852)
Financing activities
Dividends paid 28 (60,506) (27,777)
Proceeds from part-disposal of subsidiary 15 43,384 –
Acquisition of non-controlling interest (6,356) –
Proceeds from issue of share capital – 1
Repayments of loans and borrowings 25 (30,500) (88,000)
Proceeds from loans and borrowings 25 59,000 97, 500
Purchase of own shares 26 (30,089) (14,914)
Net cash used in financing activities (25,067) (33,190)
Net (decrease) / increase in cash and cash equivalents (6,005) 6,713
Cash and cash equivalents at the beginning of the year 6,720 7
Cash and cash equivalents at the end of the year 715 6,720
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| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Corporate cash | 6,176 | 4,927 |
Bank overdraft | (7, 859) | – |
Clients’ cash | 19,895 | 15,165 |
Gift card voucher cash | 36,366 | 3,030 |
Prepay savers’ cash | 47,149 | 4,266 |
Retailer partners’ deposits | 5,586 | 5,801 |
Sub-total: non-corporate cash | 108,996 | 28,262 |
Total cash and cash equivalents | 107,313 | 33,189 |
Restricted funds held on deposit (non-corporate) | 35,000 | 111,475 |
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1. Material accounting policies continued
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Exceptional item – revenue | – | 14,205 |
Exceptional items – legal fees | 3,411 | 6,357 |
Exceptional item – organisational framework costs | 978 | – |
Exceptional items – reorganisation costs | 2,247 | – |
Exceptional items – impairment of receivable | 502 | – |
Exceptional item – accelerated amortisation costs | – | 868 |
| Exceptional item – impairment of right-of-use asset related to Chapel St. | ||
lease | – | 373 |
Exceptional item – impairment of other Chapel St. assets | – | 486 |
Exceptional item – onerous provision for unavoidable Chapel St. costs | – | 1,145 |
Sub-total: items related to Chapel St. lease | – | 2,004 |
Sub-total: exceptional items – administrative expenses | 7,1 38 | 9,229 |
Amortisation of intangible assets arising on acquisition | 5,223 | 8,716 |
Movement on convertible loan note fair value | 1,000 | 10,413 |
Movement on other investment fair value | 200 | (805) |
Total adjusting items | 13,561 | 41,758 |
Notes to the financial statements continued
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| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Cash and cash equivalents – corporate | 6,176 | 4,927 |
Bank overdraft | (7, 859) | – |
| Less: | ||
Loans and borrowings (note 25) | (130,786) | (102,308) |
Net corporate debt | (132,469) | (97, 381) |
Significant accounting policies
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Significant accounting policies continued
Notes to the financial statements continued
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Significant accounting policies continued
Notes to the financial statements continued
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Significant accounting policies continued
Notes to the financial statements continued
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2. Segmental reporting
Segmental information
The Group considers its Love2shop business to be a separate segment from its legacy PayPoint business,
since discrete financial information is prepared for Love2shop and PayPoint and they offer different
products and services. Furthermore, the chief operating decision maker ('CODM'), being the Chief
Executive supported by the Executive Committee, reviews separate monthly internal management reports
(including financial information) for Love2shop and PayPoint to allocate resources and assess performance.
The material products and services offered by each segment are as follows:
PayPoint
• Card payment services to retailers, including leased payment devices.
• ATM cash machines.
• Bill payment services and cash top-ups to individual consumers, through a network of retailers.
• Parcel delivery and collection.
• Retailer service fees.
• Digital payments.
• Open banking services.
Love2shop
• Shopping vouchers, cards and e-codes, which customers may redeem with participating retailers.
These are either ‘single-retailer’ or ‘multi-retailer’. The former may only be used at the specified
retailer, whilst the latter may be redeemed at one or more of over 200 retailers.
• Christmas savings club, to which customers make regular payments throughout the year to help
spread the cost of Christmas, before converting to a voucher.
Information related to each reportable segment is set out below. Segment profit / (loss) before tax and
adjusting items is used to measure performance because management believes that this information
is the most relevant in evaluating the results of the respective segments relative to other entities that
operate in the same industries.
| PayPoint | Love2shop | Total | |
| 31 March 2026 | £’000 | £’000 | £’000 |
Revenue | 176,761 | 128,863 | 305,624 |
Other revenue | 2,021 | 29,363 | 31,384 |
Segment revenue | 178,782 | 158,226 | 337,0 0 8 |
Segment profit before tax and adjusting items | 51,087 | 17,950 | 69,037 |
Exceptional items | (6,890) | (248) | (7, 138) |
Amortisation of intangible assets arising on acquisition | (3,111) | (2,112) | (5,223) |
Net movement in convertible loan notes | (1,000) | – | (1,000) |
Net movement in other investments | (200) | – | (200) |
Segment profit before tax | 39,886 | 15,590 | 55,476 |
Interest income | 780 | 452 | 1,232 |
Interest expense | 5,606 | 3,520 | 9,126 |
Depreciation and amortisation | 15,797 | 4,497 | 20,294 |
Capital expenditure | 16,686 | 4,877 | 21,563 |
Segment assets | 317,626 | 186,186 | 503,812 |
Segment liabilities | 247,126 | 180,853 | 427,979 |
Segment equity | 70,500 | 5,333 | 75,833 |
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2. Segmental reporting continued
| PayPoint | Love2shop | Total | |
| 31 March 2025 | £’000 | £’000 | £’000 |
Underlying revenue | 176,181 | 118,738 | 294,919 |
Exceptional item – revenue | (14,205) | – | (14,205) |
Total revenue | 161,976 | 118,738 | 280,714 |
Other revenue | 1,601 | 28,399 | 30,000 |
Segment revenue | 163,577 | 147,137 | 310,714 |
Segment profit before tax and adjusting items | 53,381 | 14,668 | 68,049 |
Exceptional items | (20,562) | (2,872) | (23,434) |
Amortisation of intangible assets arising on acquisition | (2,919) | (5,797) | (8,716) |
Net movement in convertible loan notes | (10,413) | – | (10,413) |
Net movement in other investments | 805 | – | 805 |
Segment profit before tax | 20,292 | 5,999 | 26,291 |
Interest income | 342 | 1,041 | 1,383 |
Interest expense | 7, 466 | 982 | 8,448 |
Depreciation and amortisation | 14,952 | 10,340 | 25,292 |
Capital expenditure | 14,659 | 4,118 | 18,777 |
Segment assets | 333,569 | 174,780 | 508,349 |
Segment liabilities | 234,901 | 176,127 | 411,028 |
Segment equity | 98,668 | (1,347) | 97,321 |
A business division analysis of revenue has been provided in note 3.
The £337.0 million total revenue is geographically located in the UK (£334.9 million) and New Zealand
(£2.1 million) (2025: £310.7 million in the UK only). The £240.7 million (2025: £237.8 million) non-current
assets at 31 March 2026 are geographically located within the UK.
| Year ended | Year ended 31 March 2025 | |||
| 31 March | ||||
| 2026 | Underlying | Adjusting item | ||
| Revenue | £’000 | £’000 | £’000 | Total £’000 |
| Shopping | ||||
Service fees | 23,705 | 21,754 | – | 21,754 |
Cards – acquiring | 19,694 | 21,019 | – | 21,019 |
Cards – rentals | 10,558 | 10,590 | – | 10,590 |
Cards – lending / other | 1,341 | 812 | – | 812 |
ATMs | 9,916 | 10,395 | – | 10,395 |
Other shopping | 4,106 | 3,995 | – | 3,995 |
Shopping total | 69,320 | 68,565 | – | 68,565 |
e-commerce total | 40,724 | 40,409 | – | 40,409 |
| Payments and banking | ||||
Cash – bill payments | 23,275 | 26,291 | (14,205) | 12,086 |
Cash – top-ups | 9,295 | 10,228 | – | 10,228 |
Digital (including obconnect) | 21,426 | 17,757 | – | 17,757 |
Cash through to digital | 8,103 | 7, 593 | – | 7, 593 |
Other payments and banking | 4,618 | 5,338 | – | 5,338 |
Payments and banking total | 66,717 | 67, 207 | (14,205) | 53,002 |
| Love2shop total – voucher and card | ||||
service fee | 128,863 | 118,738 | – | 118,738 |
Revenue | 305,624 | 294,919 | (14,205) | 280,714 |
Notes to the financial statements continued
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| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Other Revenue | £’000 | £’000 |
| Payments and banking | ||
Interest revenue | 2,021 | 1,601 |
| Love2shop | ||
Interest revenue | 6,243 | 7, 246 |
Non-redemption revenue | 23,120 | 21,153 |
Love2shop total | 29,363 | 28,399 |
Total other revenue | 31,384 | 30,000 |
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Group | Notes | £’000 | £’000 |
Trade receivables | 19 | 25,999 | 30,902 |
Net investment in finance lease receivables | 24 | 761 | 1,034 |
Accrued income | 19 | 2,602 | 3,093 |
Contract assets – capitalisation of fulfilment costs | 19 | 4,620 | 4,189 |
Contract liabilities – deferral of set-up and development fees | 21 | – | (9) |
Deferred income | 21 | (3,564) | (6,075) |
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4. Alternative performance measures
Net revenue
The reconciliation between total underlying revenue and net revenue is as follows:
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Service revenue – Shopping | 69,320 | 68,565 |
Service revenue – e-commerce | 40,724 | 40,409 |
Service revenue – Payments and banking | 65,836 | 66,224 |
Service revenue – multi-retailer redemption products | 17,777 | 17,747 |
Service revenue – other | 3,084 | 3,074 |
Sale of goods – single-retailer redemption products | 107, 849 | 97,759 |
Sale of goods – other | 1,034 | 1,141 |
Other revenue – multi-retailer non-redemption income | 23,120 | 21,153 |
| Other revenue – interest on clients’ funds, retailer partners’ deposits, gift | ||
card cash, prepay savers’ cash and restricted funds held on deposit | 8,264 | 8,847 |
Total underlying revenue | 337,0 08 | 324,919 |
| Less: | ||
Retailer partners’ commissions | (43,208) | (43,671) |
Cost of single-retailer cards and vouchers | (102,842) | (93,476) |
Cost of SIM card and e-money sales as principal | (111) | (51) |
Total net revenue | 190,847 | 187,721 |
Total costs excluding adjusting items
Total costs, excluding adjusting items, comprises:
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Other costs of revenue (note 5) | 41,775 | 37, 085 |
Administrative expenses – excluding adjusting items | 72,141 | 75,522 |
Finance income (note 9) | (1,232) | (1,383) |
Finance costs (note 9) | 9,126 | 8,448 |
Total costs excluding adjusting items | 121,810 | 119,672 |
5. Cost of revenue
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Retailer partners’ commissions | 43,208 | 43,671 |
Cost of single-retailer cards and vouchers | 102,842 | 93,476 |
Cost of SIM card and e-money sales as principal | 111 | 51 |
Total cost of revenue deducted for net revenue | 146,161 | 137,198 |
Depreciation and amortisation | 11,879 | 11,553 |
Field sales costs | 15,184 | 13,624 |
Transaction costs | 8,078 | 7, 207 |
ATM costs | 1,129 | 955 |
Other | 5,505 | 3,746 |
Total other costs of revenue | 41,775 | 37,0 85 |
Total cost of revenue | 187, 936 | 174, 283 |
6. Exceptional items
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Legal fees | 3,411 | 6,357 |
Organisational framework costs | 978 | – |
Reorganisation costs | 2,247 | – |
Impairment of receivable | 502 | – |
Chapel St. lease costs | – | 2,004 |
Accelerated amortisation | – | 868 |
Total exceptional items included in administrative expenses | 7,138 | 9,229 |
Claim settlement – revenue | – | 14,205 |
Total exceptional items included in profit or loss | 7,1 38 | 23,434 |
The tax impact of the exceptional items is £1,785,000 (2025: £5,859,000).
Exceptional items are those which are considered significant by virtue of their nature, size or incidence.
These items are presented as exceptional within their relevant income statement categories to assist in
the understanding of the performance and financial results of the Group, as they do not form part of the
underlying business.
Legal fees
The current and prior period charges relates to the Group’s defence of two claims served on a number of
its companies in connection with the issue disclosed in note 32.
Notes to the financial statements continued
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Organisational framework costs
The current period organisational framework costs are fees to a third party engaged to support the
Group deliver greater automation and agility.
Reorganisation costs
The current period costs relate to the reorganisation of the Group’s business units, which it announced
in March 2026. The reorganisation will result in a better integrated and more transparent business and is
accompanied by a review of the Group’s cost base to improve operational efficiency.
Impairment of receivable
The current period cost relates to a balance due to PayPoint Plc from Aperidata Limited, which the
Company does not expect to recover. The Company also holds investments in Aperidata, which it has
written down to £nil at 31 March 2026 – refer to note 14.
Claim settlement
The prior period deduction against revenue relates to the Group’s settlement of a claim brought against
it by Utilita, as disclosed in note 32.
Chapel St.
The prior period costs arose from the Group’s decision to vacate part of its leased Chapel Street,
Liverpool premises in February 2025.
ERP system amortisation
The prior period accelerated amortisation costs relate to L2s’s ERP system. As part of an e-commerce
project initiated in the prior period, certain modules of that system were replaced by 31 March 2025.
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group | Number | Number |
| Average number of employees | ||
Sales, distribution and marketing | 192 | 213 |
Operations and administration | 721 | 726 |
Total | 913 | 939 |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group | £’000 | £’000 |
| Employee costs during the year (including Directors) | ||
Wages and salaries | 44,077 | 47,200 |
Social security costs | 6,103 | 4,600 |
Pension costs | 3,847 | 3,691 |
Redundancy and termination costs | 2,247 | 404 |
Total | 56,274 | 55,895 |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Company | £’000 | £’000 |
| Employee costs during the year (including Directors) | ||
Wages and salaries | 3,429 | 4,414 |
Social security costs | 435 | 400 |
Pension costs | 244 | 230 |
Redundancy and termination costs | – | 99 |
Total | 4,108 | 5,143 |
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8. Profit for the year
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Profit is after charging: | ||
Depreciation on property, plant and equipment – cost of revenue | (8,046) | (7, 381) |
Amortisation of intangible assets – cost of revenue | (3,835) | (4,172) |
Depreciation of property, plant and equipment – administrative expenses | (1,366) | (1,415) |
Amortisation of intangible assets – administrative expenses | (7,047 ) | (10,597) |
| Impairment of Chapel St. right-of-use asset – exceptional administrative | ||
expenses | – | (373) |
| Impairment of other Chapel St. property, plant and equipment – | ||
exceptional administrative expenses | – | (486) |
| Accelerated amortisation of intangible assets – exceptional administrative | ||
expenses | – | (868) |
| Onerous provision for unavoidable Chapel St. costs – administrative | ||
expenses | – | (1,145) |
| Loss on disposal of property, plant and equipment – administrative | ||
expenses | (690) | (187) |
Research and development costs – administrative expenses | (250) | (205) |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Auditors' remuneration: | ||
| Fees payable to the Company’s auditors for the audit of the Company’s | ||
annual financial statements | 300 | 300 |
| Fees payable to the Company’s auditors for the audit of the Company’s | ||
subsidiaries | 1,100 | 1,180 |
Total audit fees | 1,400 | 1,480 |
Fees payable to the Group’s auditors for the review of the interim results | 60 | 60 |
Audit-related assurance services | 60 | 60 |
Total auditors' remuneration | 1,460 | 1,540 |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Finance income | ||
Bank interest receivable and other | 353 | 595 |
Interest income on defined benefit pension scheme assets | 879 | 788 |
1,232 | 1,383 | |
| Finance costs | ||
Interest on loans | 8,008 | 7,452 |
Interest expense on defined benefit pension scheme obligations | 819 | 770 |
Lease and other interest | 299 | 226 |
Total finance costs | 9,126 | 8,448 |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Current tax | ||
Charge for current year | 14,534 | 6,406 |
Adjustment in respect of prior years | 276 | 904 |
Current tax charge | 14,810 | 7,310 |
| Deferred tax | ||
Charge for current year | (458) | 190 |
Adjustment in respect of prior years | (45) | (509) |
Deferred tax credit | (503) | (319) |
Total income tax charge | 14,307 | 6,991 |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Tax charged / (credited) directly to other comprehensive income / | ||
| (expense) | ||
Deferred tax on movement on defined benefit pension scheme asset | 42 | (58) |
| Tax charged directly to equity | ||
Corporation tax on gain on part-disposal of subsidiary | 9,383 | – |
Notes to the financial statements continued
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| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Profit before tax | 55,476 | 26,291 |
Tax at the UK corporation tax rate of 25% (2025: 25%) | 13,869 | 6,573 |
| Tax effects of: | ||
Disallowable expense | 176 | 186 |
Adjustments in respect of prior years | 231 | 395 |
Tax impact of share-based payments | 31 | (163) |
Actual amount of tax charge | 14,307 | 6,991 |
11. Earnings per share
Basic and diluted earnings per share are calculated on the following profit and number of shares.
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Basic | ||
| Total profit for basic and diluted earnings per share is the net profit | ||
attributable to equity holders of the parent | 39,333 | 19,191 |
Adjusting items (note 1) | 13,561 | 41,758 |
Tax on adjusting items at 24.6% (2025: 25%) | (3,340) | (10,440) |
| Underlying | ||
| Underlying profit for basic and diluted earnings per share is the net profit | ||
before adjusting items attributable to equity holders of the parent | 49,554 | 50,509 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Number of shares | Number of shares | |
| Thousands | Thousands | |
| Weighted average number of ordinary shares in issue | ||
(for basic earnings per share) | 66,579 | 72,053 |
| Potential dilutive ordinary shares: | ||
Restricted share awards | 500 | 743 |
Deferred annual bonus scheme | 127 | 188 |
SIP and other Weighted average number of ordinary shares in issue | 100 | 100 |
(for diluted earnings per share) | 67, 306 | 73,084 |
The SIP and other dilutive shares only have a passage of time restriction on them, hence are included
above but not in the total number of outstanding share awards at the end of the year.
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12. Goodwill continued
| Digital | obconnect/ | |||||
| Love2shop | i-movo | Cards | payments | Open Banking | Total | |
| CGU | CGU | CGU | CGU | CGU | CGUs | |
| Group – goodwill values | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
At 31 March 2024 | 59,759 | 6,867 | 45,218 | 5,583 | – | 117, 427 |
Acquisition of business | – | – | – | – | 12,206 | 12,206 |
At 31 March 2025 | 59,759 | 6,867 | 45,218 | 5,583 | 12,206 | 129,633 |
Impairment in the year | – | – | – | – | – | – |
At 31 March 2026 | 59,759 | 6,867 | 45,218 | 5,583 | 12,206 | 129,633 |
| Digital | obconnect/ | ||||
| Love2shop | i-movo | Cards | Payments | Open Banking | |
| CGU | CGU | CGU | CGU | CGU | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| At 31 March 2026 | |||||
Carrying value of cash-generating unit | £79.9m | £9.2m | £71.7m | £11.5m | £22.3m |
Pre-tax risk adjusted discount rate | 15.3% | 15.7% | 14.9% | 14.5% | 15.2% |
Terminal growth rate | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% |
| At 31 March 2025 | |||||
Carrying value of cash-generating unit | £75.5m | £9.2m | £75.8m | £10.9m | £21.8m |
Pre-tax risk adjusted discount rate | 20.2% | 17. 2% | 17.0 % | 16.2% | 21.4% |
Terminal growth rate | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% |
| Software | Customer | Brands and | Regulatory | ||
| development | relationships | trademarks | licences | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 |
| Cost | |||||
At 1 April 2025 | 53,138 | 47, 877 | 21,996 | 236 | 123,247 |
Additions | 13,488 | – | – | – | 13,488 |
Disposals | (982) | – | – | – | (982) |
At 31 March 2026 | 65,644 | 47,877 | 21,996 | 236 | 135,753 |
| Accumulated amortisation | |||||
At 1 April 2025 | 27,615 | 18,275 | 5,360 | 96 | 51,346 |
| Charge for the year – acquired | |||||
intangible assets | – | 3,415 | 1,784 | 24 | 5,223 |
Charge for the year – other intangible assets | 5,659 | – | – | – | 5,659 |
Disposals | (982) | – | – | – | (982) |
At 31 March 2026 | 32,292 | 21,690 | 7,1 4 4 | 120 | 61,246 |
| Carrying amount | |||||
At 31 March 2026 | 33,352 | 26,187 | 14,852 | 116 | 74,507 |
At 31 March 2025 | 25,523 | 29,602 | 16,636 | 140 | 71,901 |
Notes to the financial statements continued
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| Software | Customer | Brands and | Regulatory | ||
| development | relationships | trademarks | licences | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 |
| Cost | |||||
At 1 April 2024 | 41,528 | 40,256 | 20,741 | 236 | 102,761 |
Additions | 2,081 | 7,621 | 1,255 | – | 10,957 |
Disposals | 9,529 | – | – | – | 9,529 |
At 31 March 2025 | 53,138 | 47,877 | 21,996 | 236 | 123,247 |
| Accumulated amortisation | |||||
At 1 April 2024 | 20,694 | 11,274 | 3,669 | 72 | 35,709 |
| Charge for the year – acquired | |||||
intangible assets | – | 7,0 01 | 1,691 | 24 | 8,716 |
| Charge for the year – | |||||
exceptional | 868 | – | – | – | 868 |
Charge for the year – other intangible assets | 6,053 | – | – | – | 6,053 |
At 31 March 2025 | 27,615 | 18,275 | 5,360 | 96 | 51,346 |
| Carrying amount | |||||
At 31 March 2025 | 25,523 | 29,602 | 16,636 | 140 | 71,901 |
At 31 March 2024 | 20,834¹ | 28,982 | 17,072 | 164 | 67,052 |
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| Direct or indirect | ||||
| Company name | investment | Principal activity (registered address) | Country of registration | |
Appreciate Limited | Direct | Holding company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Collect+ Brand Limited | Direct | Holder of Collect+ brand (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
| Collect+ Holdings Limited | Direct | Holding company (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
| (dissolved 12 May 2026) | ||||
Handepay Limited | Direct | Sales business in merchant acquiring industry (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 | England and Wales | |
| 1EL) | ||||
i-movo Holdings Limited | Direct | Holding company (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
i-movo Limited | Indirect | Provision of digital voucher service (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
MBL Holdco Limited | Indirect | Holding company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
MBL Solutions Limited | Indirect | Gift card processing (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Merchant Rentals Limited | Direct | Provision of asset finance and leasing solutions to merchant acquiring industry (1 The Boulevard, Shire Park, Welwyn | England and Wales | |
| Garden City, Hertfordshire AL7 1EL) | ||||
obconnect Limited | Direct | Provision of open banking services (Unit Wg08 West Building, 1-45 Durham Street, London, SE11 5JH) | England and Wales | |
Park Card Marketing Services Limited | Indirect | Card administration support services (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Park Card Services Limited | Indirect | Electronic money issuer (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Park Direct Credit Limited | Indirect | Debt collection services (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Park Financial Services Limited | Indirect | Insurance broking services (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Park Group UK Limited | Indirect | Holding company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
Park Retail Limited | Indirect | Gifting and prepayment (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales | |
PayPoint Collections Limited | Direct | Provision of a payment collection service (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
PayPoint Network Limited | Direct | Management of an electronic payment service | England and Wales | |
| (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | ||||
PayPoint Payment Services Limited | Direct | Provision of regulated payments services (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
PayPoint Retail Solutions Limited | Direct | Provision of retail services (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales | |
RSM 2000 | Limited | Direct | Provision of regulated payments services (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales |
Notes to the financial statements continued
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Agency Administration Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Brightdot Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Cheshire Securities Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Country Christmas Savings Club Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Event Payment Services Limited | Indirect | Dormant company (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire, AL7 1EL) | England and Wales |
Family Christmas Savings Club Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Family Hampers Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Handling Solutions Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Heritage Hampers Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
High Street Vouchers Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Maxim B2B Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Opal Loans Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Park Christmas Savings Club Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Park.com Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Park Connect Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Park Food (Warrington) Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Park Group LTIP Trustee Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Park Hamper Company Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
PayPoint Trust Managers Limited | Indirect | Dormant company (1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL) | England and Wales |
The Perfect Hamper Co. Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
Wirral Cold Store Limited | Indirect | Dormant company (Valley Road, Birkenhead, Merseyside, CH41 7ED) | England and Wales |
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14. Investments continued
| Year ended | Year ended | |
| 31 March 2026 | 31 March 2025 | |
| Company | £’000 | £’000 |
Balance at the beginning of the year | 239,121 | 221,837 |
Acquisition of subsidiary | 6,358 | 17, 284 |
Part-disposal of subsidiary | (5,852) | – |
Impairment in the year | (4,123) | – |
Balance at the end of the year | 235,504 | 239,121 |
| Judge | ||||
| Logistics | Aperidata | obconnect | ||
| Ltd | Ltd | Ltd | Total | |
| Group and Company | £’000 | £’000 | £’000 | £’000 |
At 1 April 2024 | – | – | 3,689 | 3,689 |
Addition in the year | 15,000 | 1,000 | – | 16,000 |
| Fair value (loss) / gain through profit or loss | ||||
account | (12,841) | – | 2,428 | (10,413) |
Conversion into equity | – | – | (6,117) | (6,117) |
At 31 March 2025 | 2,159 | 1,000 | – | 3,159 |
Addition in the year | – | – | – | – |
Fair value loss through profit or loss account | – | (1,000) | – | (1,000) |
Conversion into equity | (2,159) | – | – | (2,159) |
At 31 March 2026 | – | – | – | – |
Notes to the financial statements continued
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| Judge | ||||
| Logistics | Aperidata | obconnect | ||
| Ltd | Ltd | Ltd | Total | |
| Group and Company | £’000 | £’000 | £’000 | £’000 |
At 1 April 2024 | – | – | 251 | 251 |
Addition in the year | – | 200 | – | 200 |
Fair value gain through profit or loss account | 540 | – | 265 | 805 |
Subsidiary undertaking | – | – | (516) | (516) |
At 31 March 2025 | 540 | 200 | – | 740 |
Fair value loss through profit or loss account | – | (200) | – | (200) |
Conversion of loan notes | 2,159 | – | – | 2,159 |
At 31 March 2026 | 2,699 | – | – | 2,699 |
15. Part-disposal of subsidiary
On 18 July 2025, the Company disposed of 20% of its investment in a wholly owned subsidiary, Collect+
Brand Limited, to International Distribution Services plc ('IDS'), a third-party partner in the Group’s
e-commerce division. The consideration, net of transaction costs, was £11.9 million.
On 30 September 2025, the Company disposed of a further 29% of its investment in Collect+ Brand
Limited to IDS for consideration of £31.5 million, net of transaction costs. Total net consideration
received was therefore £43.4 million.
The combined transaction gave rise to a pre-tax gain on disposal of £37.5 million in the Statement
of profit or loss of PayPoint Plc, the parent company of Collect+ Brand Limited, represented by the
£43.4 million net consideration less £5.9 million cost of investment disposed of. After tax, the gain on
disposal in PayPoint Plc was £28.1 million. At a consolidated level, there is no impact on the Consolidated
statement of profit or loss. In accordance with IFRS10 Consolidated financial statements, a £34.0 million
gain is reported in the Consolidated statement of changes in equity. The £34.0 million represents £43.4
million net consideration less £9.4 million tax.
The Group retains control of Collect+ Brand Limited following the above transactions, due to the rights
associated with the Group’s remaining 51% ownership. Consequently, the Group continues to account
for Collect+ Brand Limited as a subsidiary. It now also recognises a non-controlling interest, to which 49%
of Collect+ Brand Limited’s post-tax result is attributed in the Consolidated statement of profit or loss.
The current year movement in the non-controlling interest is as follows:
| Year ended | |
| 31 March | |
| 2026 | |
| £’000 | |
Balance at the beginning of the year | – |
Arising on part-disposal of subsidiary (49% share of net assets of £1) | – |
Share of post-tax profit of subsidiary | 1,989 |
Dividend paid to non-controlling interest | (251) |
Balance at the end of the year | 1,738 |
Management assesses that the part-disposal of Collect+ Brand Limited has not given rise to any
significant restrictions on the Group's ability to access or use the subsidiary's assets.
The Group profit after tax attributable to non-controlling interest of £1.8 million comprises £2.0 million
in respect of Collect+ Brand Limited less £0.2 million loss after tax in respect of obconnect Limited
(including post-tax amortisation of intangible assets arising on acquisition).
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| Terminals | Terminals and | ||||||
| and ATMs – | ATMs – non- | Fixtures, | |||||
| Operating lease | operating lease | fittings and | Leasehold | Land and | Right-of- | ||
| assets | assets | equipment | improvements | buildings | use assets | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | |||||||
At 1 April 2024 | 12,610 | 39,303 | 4,400 | 1,169 | 11,097 | 4,815 | 73,394 |
Additions | 5,967 | 2,850 | 430 | – | – | 51 | 9,298 |
Acquisition of business | – | – | 4 | – | – | – | 4 |
Disposals | (119) | (3,025) | (155) | – | – | (17) | (3,316) |
| Remeasurement | |||||||
of leased asset | – | – | – | – | – | (811) | (811) |
| At 31 March | |||||||
2025 | 18,458 | 39,128 | 4,679 | 1,169 | 11,097 | 4,038 | 78,569 |
| Accumulated | |||||||
| depreciation | |||||||
At 1 April 2024 | 3,244 | 29,669 | 3,296 | 111 | 2,565 | 1,217 | 40,102 |
Charge for the year | 4,154 | 3,103 | 439 | 94 | 239 | 767 | 8,796 |
Impairment for the year | – | – | – | 486 | – | 373 | 859 |
Sub-total | 4,154 | 3,103 | 439 | 580 | 239 | 1,140 | 9,655 |
Disposals | (1) | (2,957) | (153) | – | – | (10) | (3,121) |
| At 31 March | |||||||
2025 | 7,397 | 29,815 | 3,582 | 691 | 2,804 | 2,347 | 46,636 |
| Carrying amount | |||||||
| At 31 March | |||||||
2025 | 11,061 | 9,313 | 1,097 | 478 | 8,293 | 1,691 | 31,933 |
At 31 March 2024 | 9,366 | 9,634 | 1,104 | 1,058 | 8,532 | 3,598 | 33,292 |
Notes to the financial statements continued
| Terminals | Terminals and | ||||||
| and ATMs – | ATMs – non- | Fixtures, | |||||
| Operating lease | operating lease | fittings and | Leasehold | Land and | Right-of- | ||
| assets | assets | equipment | improvements | buildings | use assets | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | |||||||
At 1 April 2025 | 18,458 | 39,128 | 4,679 | 1,169 | 11,097 | 4,038 | 78,569 |
Additions | 4,426 | 3,189 | 200 | 260 | – | 1,383 | 9,458 |
Transfers | 181 | – | (67) | – | (50) | (64) | – |
Disposals | (4,233) | (861) | (15) | – | – | (133) | (5,242) |
| At 31 March | |||||||
2026 | 18,832 | 41,456 | 4,797 | 1,429 | 11,047 | 5,224 | 82,785 |
| Accumulated | |||||||
| depreciation | |||||||
At 1 April 2025 | 7,397 | 29,815 | 3,582 | 691 | 2,804 | 2,347 | 46,636 |
Charge for the year | 5,107 | 2,789 | 391 | 100 | 229 | 796 | 9,412 |
Transfers | 150 | – | (53) | – | (18) | (79) | – |
Disposals | (3,588) | (817) | (3) | – | – | (144) | (4,552) |
| At 31 March | |||||||
2026 | 9,066 | 31,787 | 3,917 | 791 | 3,015 | 2,920 | 51,496 |
| Carrying amount | |||||||
| At 31 March | |||||||
2026 | 9,766 | 9,669 | 880 | 638 | 8,032 | 2,304 | 31,289 |
At 31 March 2025 | 11,061 | 9,313 | 1,097 | 478 | 8,293 | 1,691 | 31,933 |
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17. Pensions
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group and Company | £’000 | £’000 |
Fair value of scheme assets | 16,071 | 14,992 |
Present value of pension obligation | (13,969) | (14,768) |
Net pension surplus | 2,102 | 224 |
| Comprising: | ||
Schemes in asset surplus | 2,102 | 224 |
Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
| 31 March | 31 March | 31 March | 31 March | |
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Net interest credit | (60) | (18) | (31) | – |
Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
| 31 March | 31 March | 31 March | 31 March | |
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
(Losses) / gains on scheme assets | (140) | (1,735) | 120 | – |
| Experience losses arising on the defined | ||||
benefit obligation | (3) | (135) | – | – |
(Losses) / gains arising from changes in the demographic assumptions underlying the present value of the defined benefit obligation | (52) | 24 | (7) | – |
Gains / (losses) arising from changes in the financial assumptions underlying the present | ||||
value of the defined benefit obligation | 363 | 1,616 | (106) | – |
Net gain / (loss) | 168 | (230) | 7 | – |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group and Company | £’000 | £’000 |
Fixed Interest Gilt Fund | 5,364 | 5,076 |
Diversified Growth Assets | 2,357 | 2,128 |
Multi-asset Credit | 2,422 | 2,254 |
Index-linked Gilts | 5,570 | 4,919 |
Cash and other | 358 | 615 |
Total assets | 16,071 | 14,992 |
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17. Pensions continued
Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
| 31 March | 31 March | 31 March | 31 March | |
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Balance at the beginning of the year | 14,992 | 16,224 | – | – |
Interest income | 879 | 788 | 436 | – |
Return on scheme assets | (140) | (1,735) | 120 | – |
Benefits paid | (1,310) | (435) | (719) | – |
Employer contributions | 1,650 | 150 | 75 | – |
Transfer from Appreciate Limited | – | – | 16,159 | – |
Balance at the end of the period | 16,071 | 14,992 | 16,071 | – |
Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
| 31 March | 31 March | 31 March | 31 March | |
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Balance at the beginning of the year | 14,768 | 15,938 | – | – |
Interest cost | 819 | 770 | 405 | – |
Actuarial losses due to scheme experience | 3 | 135 | – | – |
Actuarial losses / (gain) due to changes in demographic assumptions | 52 | (24) | 7 | – |
Actuarial (gains) / loss due to changes in financial assumptions | (363) | (1,616) | 106 | – |
Benefits paid | (1,310) | (435) | (719) | – |
Transfer from Appreciate Limited | 14,170 | – | ||
Balance at the end of the period | 13,969 | 14,768 | 13,969 | – |
| 31 March | 31 March | |
| 2026 | 2025 | |
| % per annum | % per annum | |
| Financial and related actuarial assumptions: | ||
Discount rate | 6.10 | 5.80 |
Inflation (RPI) | 3.30 | 3.15 |
Salary increase rate | 3.10 | 3.40 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Years | Years | |
| Life expectancy at age 65 for: | ||
Male – retiring in 2025 | 21.2 | 20.8 |
Female – retiring in 2025 | 23.4 | 23.3 |
Male – retiring in 2045 | 22.5 | 22.1 |
Female – retiring in 2045 | 24.9 | 24.7 |
Year ended 31 March 2026 | Change in assumption | Change in liabilities |
Discount rate | decrease of 0.1% p.a. | increase by 1.3% |
Discount rate | increase of 0.1% p.a. | decrease by 1.3% |
Rate of inflation | decrease of 0.1% p.a. | decrease by 0.8% |
Rate of inflation | increase of 0.1% p.a. | increase by 1.0% |
Rate of mortality | decrease in life expectancy of 1 year | decrease by 2.3% |
Rate of mortality | increase in life expectancy of 1 year | increase by 2.4% |
Year ended 31 March 2025 | Change in assumption | Change in liabilities |
Discount rate | decrease of 0.1% p.a. | increase by 1.2% |
Discount rate | increase of 0.1% p.a. | decrease by 1.2% |
Rate of inflation | decrease of 0.1% p.a. | decrease by 0.9% |
Rate of inflation | Increase of 0.1% p.a. | increase by 0.9% |
Rate of mortality | decrease in life expectancy of 1 year | decrease by 2.4% |
Rate of mortality | increase in life expectancy of 1 year | increase by 2.3% |
Notes to the financial statements continued
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18. Inventories
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Finished goods – cards and vouchers | 4,884 | 3,451 |
Finished goods – terminals | 1,235 | 2,711 |
Total | 6,119 | 6,162 |
The cost of inventories recognised as an expense in the year is £102.8 million (2025: £93.5 million).
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group | £’000 | £’000 |
Items in the course of collection 1 | 60,675 | 62,801 |
Trade receivables | 25,497 | 30,902 |
Revenue allowance for expected credit losses | (3,428) | (2,910) |
Trade receivables net of revenue allowance for expected credit losses | 22,069 | 27,992 |
Other receivables | 5,905 | 5,428 |
Net investment in finance lease receivables – short-term (note 24) | 297 | 845 |
Contract assets | 4,620 | 4,189 |
Accrued income | 2,602 | 3,093 |
Prepayments | 6,399 | 5,662 |
Sub-total: trade and other receivables – corporate | 41,892 | 47,20 9 |
Total | 102,567 | 110,010 |
| Less than | More than | ||||
| 1 month | 1-2 months | 2-3 months | 3 months | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Carrying value at 31 March 2026 | 1,717 | 273 | 184 | 1,817 | 3,991 |
Carrying value at 31 March 2025 | 900 | 598 | 288 | 238 | 2,024 |
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19. Trade and other receivables continued
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Balance at the beginning of the year | 2,910 | 1,545 |
Amounts utilised in the year | (1,336) | (761) |
Increase in allowance | 1,854 | 2,126 |
Balance at the end of the year | 3,428 | 2,910 |
| Less than | More than | ||||
| 1 month | 1-2 months | 2-3 months | 3 months | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Carrying value at 31 March 2026 | 460 | 232 | 239 | 2,497 | 3,428 |
Carrying value at 31 March 2025 | 230 | 155 | 177 | 2,348 | 2,910 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Company | £’000 | £’000 |
Amounts owed by Group companies (non-current) | 45,821 | 9,160 |
Trade and other receivables (non-current) | 45,821 | 9,160 |
Accrued income | 104 | 39 |
Trade and other receivables (current) | 104 | 39 |
Total | 45,925 | 9,199 |
| 31 March | ||
| 2026 | ||
| Group | £’000 | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Prepay savers’ cash 1 | 30,000 | 48,254 |
Gift card voucher cash 2 | 5,000 | 63,221 |
Total | 35,000 | 111,475 |
Notes to the financial statements continued
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| 31 March | 31 March | |
| 2026 | 2025 | |
| Group | £’000 | £’000 |
Settlement payables 1 | 60,675 | 62,801 |
Payables in respect of clients’ cash and retailer partners’ deposits 2 | 25,481 | 20,966 |
Payables in respect of gift card vouchers and prepay savers 3 | 117,654 | 117,793 |
Sub-total: trade payables – non-corporate | 143,135 | 138,759 |
Trade payables – corporate | 33,549 | 36,467 |
Other taxes and social security | 1,070 | 4,503 |
Other payables | 2,944 | 2,658 |
Accruals | 17, 4 48 | 21,097 |
Deferred income | 3,564 | 6,075 |
Contract liabilities – deferral of set-up and development fees | – | 9 |
Sub-total: trade and other payables – corporate | 58,575 | 70,809 |
Total | 262,385 | 272,369 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Balance at the beginning of the year | 6,075 | 3,959 |
Acquisition of business | – | 1,513 |
Revenue deferred in the year | 16,845 | 13,191 |
Revenue recognised in the year | (19,356) | (12,588) |
Balance at the end of the year | 3,564 | 6,075 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Company (Current) | £’000 | £’000 |
Amounts owed to Group companies | 60,122 | 63,935 |
Other payables | 135 | 265 |
Accruals | 8,714 | 10,986 |
Total | 68,971 | 75,186 |
22. Provisions
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group | £’00 | £’000 |
Balance at the beginning of the year | 15,350 | 1,850 |
Recognised in relation to reorganisation (note 6) | 1,932 | – |
Utilised in relation to reorganisation | – | (1,850) |
Recognised in relation to Chapel St. lease costs | – | 1,145 |
Utilised in relation to Chapel St. lease costs (note 6) | (247) | – |
Recognised in relation to claim settlement | – | 14,205 |
Utilised in relation to claim settlement (note 6) | (10,875) | – |
Discount unwind in relation to claim settlement (note 6) | 71 | – |
Balance at the end of the year | 6,231 | 15,350 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Disclosed as: | ||
Current | 2,861 | 11,198 |
Non-current | 3,370 | 4,152 |
Total | 6,231 | 15,350 |
In March 2026, the Group announced a reorganisation of its business units – refer to note 6.
Consequently, in accordance with IAS37 Provisions, contingent liabilities and contingent assets, it
recognised a provision of £1.9 million for the cost of the reorganisation.
The remaining provision balance at 31 March 2026 for the Chapel St. lease was £0.9 million.
The £10.9 million utilisation in relation to the claim settlement comprises a £10.4 million payment in April
2025 and further utilisation of £0.5 million, leaving a remaining provision at 31 March 2026 for the claim
settlement of £3.4 million.
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| Credit / | ||||
| (Charge) to | ||||
| consolidated | ||||
| 1 April | statement of | 31 March | ||
| 2025 | profit or loss | Charge to OCI | 2026 | |
| £’000 | £’000 | £’000 | £’000 | |
Property, plant and equipment | (4,352) | 2,012 | – | (2,340) |
Intangible assets | (14,030) | (1,188) | – | (15,218) |
Defined benefit pension scheme | (42) | (427) | (42) | (511) |
Share-based payments | 595 | (9) | – | 586 |
Short-term temporary differences | 270 | 115 | – | 385 |
Total | (17,559) | 503 | (42) | (17,098) |
| (Charge) | |||||
| / credit to | |||||
| consolidated | |||||
| 1 April | Acquisition of | statement of | 31 March | ||
| 2024 | businesses | profit or loss | Credit to OCI | 2025 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Property, plant and equipment | (2,111) | (1) | (2,240) | – | (4,352) |
Intangible assets | (13,768) | (2,781) | 2,519 | – | (14,030) |
| Defined benefit pension | |||||
scheme | (58) | – | (42) | 58 | (42) |
Share-based payments | 378 | – | 217 | – | 595 |
| Short-term temporary | |||||
differences | 93 | 312 | (135) | – | 270 |
Total | (15,466) | (2,470) | 319 | 58 | (17, 559) |
24. Leases
a) Lease liabilities
| Plant and | ||||
| Property | Equipment | Vehicles | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| At 31 March 2026 | ||||
Current balance | 647 | 211 | 23 | 881 |
Non-current balance | 2,675 | – | 9 | 2,684 |
Total lease liabilities | 3,322 | 211 | 32 | 3,565 |
Interest charge for the year (note 9) | 197 | 4 | 6 | 207 |
| At 31 March 2025 | ||||
Current balance | 421 | 214 | 133 | 768 |
Non-current balance | 2,379 | 9 | 22 | 2,410 |
Total lease liabilities | 2,800 | 223 | 155 | 3,178 |
Interest charge for the year | 201 | 10 | 15 | 226 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Balance at the beginning of the year | 3,178 | 4,835 |
Additions in the year | 1,383 | 51 |
Disposals in the year | – | (8) |
Payment of lease liabilities (financing cash flows) – principal | (996) | (889) |
Payment of lease liabilities – interest | (207) | (226) |
Interest on unwind of lease liabilities | 207 | 226 |
Remeasurement in the year | – | (811) |
Balance at the end of the year | 3,565 | 3,178 |
The remeasurement in the prior year related to the Group’s decision to vacate its Chapel Street premises
(see note 16).
Notes to the financial statements continued
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| Plant and | ||||
| Property | equipment | Vehicles | Total | |
| £’000 | £’000 | £’000 | £’000 | |
At 31 March 2026 | 2,026 | 225 | 53 | 2,304 |
| Depreciation charge for the year ended | ||||
31 March 2026 | 365 | 279 | 152 | 796 |
At 31 March 2025 | 1,265 | 236 | 190 | 1,691 |
| Depreciation charge for the year ended | ||||
31 March 2025 | 316 | 306 | 145 | 767 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Current balance | 297 | 845 |
Non-current balance | 464 | 189 |
Total net investment in finance lease receivables | 761 | 1,034 |
| Interest income (revenue) on net investment in finance lease | ||
receivables | 148 | 293 |
| Less than | More than | ||||
| 1 month | 1-3 months | 3-6 months | 6 months | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
Carrying value at 31 March 2026 | 42 | 3 | 5 | 235 | 285 |
Carrying value at 31 March 2025 | 5 | 21 | 17 | 613 | 656 |
| Undiscounted lease receivables | |||||||||
| Unearned | |||||||||
| finance | Less than | 1-3 | 3-6 | 6 months- | 1 years- | 3 years- | More than | ||
| income | 1 month | months | months | 1 year | 3 years | 5 years | 5 years | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
31 March 2026 | (284) | 51 | 97 | 119 | 172 | 436 | 170 | – | 761 |
31 March 2025 | (224) | 122 | 224 | 291 | 391 | 223 | 7 | – | 1,034 |
d) Operating lease receivables
Contractual undiscounted cash flows for operating lease receivables
| Undiscounted lease receivables | |||
| Less than | |||
| 1 year | 1-2 years | Total | |
| £’000 | £’000 | £’000 | |
31 March 2026 | 1,675 | 2,132 | 3,807 |
31 March 2025 | 2,619 | 570 | 3,189 |
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| Group and Company | £’000 | £’000 |
Balance at the beginning of the year | 102,308 | 93,935 |
Drawdowns on revolving credit facility | 59,000 | 97,50 0 |
Repayments of revolving credit facility | (30,500) | (84,000) |
Repayments of term loan | – | (4,000) |
Sub-total: repayments | (30,500) | (88,000) |
Interest charge | 8,008 | 7,452 |
Interest paid | (8,013) | (7,622) |
Unamortised refinancing balance movement | (17) | (957) |
Balance at the end of the year | 130,786 | 102,308 |
| Disclosed as: | ||
| Current | ||
Accrued interest | 260 | 265 |
Total – current | 260 | 265 |
| Non-current | ||
Revolving credit facility | 56,500 | 58,000 |
Term loans | 75,000 | 45,000 |
Unamortised refinancing balance | (974) | (957) |
Total – non-current | 130,526 | 102,043 |
Balance at end of year | 130,786 | 102,308 |
| Other liability-related changes | ||
Interest paid | (8,013) | (7,622) |
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| 31 March | 31 March | ||
| 2026 | 2025 | ||
| £’000 | £’000 | ||
| Called up, allotted and fully paid share capital | |||
60,781,502 ordinary shares of 0.3611 pence each (2025: | 70,834,160 ordinary shares of 1/3 pence each) | 219 | 236 |
27. Share-based payments
The Group’s share schemes are described in the Directors’ Remuneration Report on pages 94 to 113 and
consist of the LTIP, DABS, RSA and SIP equity-settled share schemes.
183,221 share awards were issued under the RSA scheme in the year (2025: 235,354), vesting over two
to three years, between 13 June 2027 and 13 June 2028 subject to continued employment. The RSAs
do not contain any performance conditions other than to complete the required period of service.
56,448 share awards were issued under the DABS scheme in the year (2025: 64,509), vesting over three
years to 13 June 2028 subject to continued employment. The DABS do not contain any performance
conditions other than to complete the required period of service.
During the prior period ,a one-off LTIP award was granted. The LTIP will vest 3 years from grant, subject
to continued service and to the achievement of performance targets, as measured by the Group’s
EBITDA for the year ending 31 March 2027.
The share-based payments charge in the Statement of profit or loss in the year is £1.6 million (2025:
£2.0 million). Of this, £0.2 million (2025: £0.2 million) related to the Employee Share Incentive Plan. For
each share purchased by the employee under the Employee Share Incentive Plan, the Company issues a
free matching share which will vest subject to the employee remaining employed with the Group for three
years from the date each share was purchased by the employee.
A total charge of £1.5 million (2025: £1.5 million), which was previously recognised directly in equity, for
schemes which have now lapsed or vested, was transferred from the share-based payments reserve to
retained earnings during the year. Of this, £0.1 million (2025: £0.2 million) related to shares which vested
under the Employee Share Incentive Plan.
Share awards movement during the year
| Number of | Number of | |
| shares | shares | |
| 31 March | 31 March | |
| 2026 | 2025 | |
Outstanding at the beginning of the year | 1,011,830 | 853,786 |
Granted | 239,669 | 409,238 |
Exercised | (244,306) | (222,982) |
Forfeited | – | (28,212) |
Outstanding at end of the year | 1 ,007,193 | 1,011,830 |
Notes to the financial statements continued
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| Number of | Number of | |
| shares | shares | |
| 31 March | 31 March | |
| Remaining vesting period of outstanding share awards | 2026 | 2025 |
Within one year | 364,520 | 244,305 |
One to two years | 415,984 | 364,520 |
Two to three years | 226,689 | 403,005 |
Outstanding at the end of the year | 1 ,007,193 | 1,011,830 |
The fair value of the equity instruments granted during the year was determined based on the share price
on the date of the grant. All awards granted and in issue are for free shares and therefore the weighted
average exercise price for all outstanding schemes is £nil.
| Number | Fair value | |||
Awards | Grant date | of shares | (£) | Vesting date |
RSA – 2 years | 13 June 2025 | 12,980 | 8.72 | 13 June 2027 |
RSA – 3 years | 13 June 2025 | 170,241 | 8.72 | 13 June 2028 |
DABS | 13 June 2025 | 56,448 | 8.72 | 13 June 2028 |
28. Dividends
| Year ended | Year ended | |||
| 31 March 2026 | 31 March 2025 | |||
£’000 | Pence per share | £’000 | Pence per share | |
| Dividends paid on ordinary shares: | ||||
Final ordinary dividend for the prior year | 13,690 | 19.6 | 13,924 | 19.2 |
Interim dividend for the current year | 12,349 | 19.8 | 13,853 | 19.4 |
Special dividend for the current year | 34,467 | 50.0 | – | – |
| Total ordinary dividends paid | ||||
(financing cash flows) | 60,506 | 89.4 | 27,777 | 38.6 |
| Number of shares in issue used for proposed | ||||
final ordinary dividend per share calculation | 60,781,502 | 70,834,160 | ||
The proposed final ordinary dividend of 20.0 pence per share is subject to approval by shareholders at
the Annual General Meeting and will result in c.£11.8 million being paid to shareholders. It has not been
included as a liability in these financial statements.
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Group | Note | £’000 | £’000 |
| Financial assets | |||
Net investment in finance lease | 24 | 464 | 189 |
Financial assets (non-current) | 464 | 189 | |
Restricted funds held on deposit (non-corporate) | 20 | 35,000 | 111,475 |
Cash and cash equivalents | 20 | 107, 313 | 33,189 |
Net investment in finance lease | 24 | 297 | 845 |
Convertible loan notes | 14 | – | 3,159 |
Items in the course of collection | 19 | 60,675 | 62,801 |
| Trade receivables net of revenue allowance for expected | |||
credit losses | 19 | 22,069 | 27, 992 |
Accrued income | 19 | 2,602 | 3,093 |
Other receivables | 19 | 5,905 | 5,428 |
Financial assets (current) | 233,861 | 247, 982 | |
Total | 234,325 | 248,171 |
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29. Financial instruments and risk continued
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Group | Note | £’000 | £’000 |
| Financial liabilities | |||
Revolving credit facility | 25 | 56,500 | 58,000 |
Term loans | 25 | 75,000 | 45,000 |
Unamortised refinancing balance | 25 | (974) | (957) |
Lease liabilities | 2,684 | 2,410 | |
Financial liabilities (non-current) | 133,210 | 104,453 | |
Revolving credit facility | 79 | 113 | |
Term loans | 181 | 152 | |
Loans and borrowings (current) | 25 | 260 | 265 |
| Payables in respect of clients’ cash and retailer partners’ | |||
deposits | 21 | 25,481 | 20,966 |
Payables in respect of gift card vouchers and prepay savers | 21 | 117,654 | 117,793 |
Trade payables – corporate | 21 | 33,549 | 36,467 |
Other payables | 21 | 2,944 | 2,658 |
Lease liabilities | 24 | 881 | 768 |
Financial liabilities (current) | 180,769 | 178,917 | |
Total | 313,979 | 283,370 |
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Company | Note | £’000 | £’000 |
| Financial assets | |||
Amounts owed by group companies (non-current) | 19 | 45,821 | 9,160 |
Financial assets (non-current) | 45,821 | 9,160 | |
Convertible loan notes | 14 | – | 3,159 |
Cash and cash equivalents | 715 | 6,720 | |
Financial assets (current) | 715 | 9,879 | |
Total | 46,536 | 19,039 |
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Company | Note | £’000 | £’000 |
| Financial liabilities | |||
Revolving credit facility | 25 | 56,500 | 58,000 |
Term loan | 25 | 75,000 | 45,000 |
Unamortised refinancing balance | 25 | (974) | (957) |
Loans and borrowings (non-current) | 130,526 | 102,043 | |
Revolving credit facility – current | 79 | 113 | |
Term loan | 181 | 152 | |
Loans and borrowings (current) | 25 | 260 | 265 |
Amounts owed to group companies – current | 21 | 60,122 | 63,935 |
Financial liabilities (current) | 60,382 | 64,200 | |
Total | 190,908 | 166,243 |
Notes to the financial statements continued
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Strategic report
Financial statementsGovernance
| Contractual cash flows | |||||||
| 31 March 2026 | Carrying | 2 months | 2-12 | 5 years or | |||
| £’000 | amount | Total | or less | months | 1-2 years | 2-5 years | more |
| Non-derivative | |||||||
| financial liabilities | |||||||
Revolving credit facility | 55,605 | 66,641 | 595 | 2,580 | 3,096 | 60,370 | – |
Term loan | 75,181 | 88,537 | 866 | 3,425 | 4,109 | 80,137 | – |
Bank overdraft | 7,859 | 7, 859 | 7, 859 | – | – | – | – |
Lease liabilities | 3,565 | 4,141 | 106 | 953 | 827 | 1,438 | 817 |
| Payables in respect of clients’ | |||||||
| cash and retailer partners’ | |||||||
deposits | 25,481 | 25,481 | 25,481 | – | – | – | – |
| Payables In respect of gift card | |||||||
vouchers and prepay savers | 117,654 | 117,654 | 117,654 | – | – | – | – |
Trade payables – corporate | 33,549 | 33,549 | 33,549 | – | – | – | – |
Other payables | 2,944 | 2,944 | 2,944 | – | – | – | – |
– | – | – | – |
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29. Financial instruments and risk continued
| Year ended | Year ended | |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Short-term benefits and bonus 1 | 1,205 | 1,656 |
Pension costs 2 | 53 | 41 |
Long-term incentives 3 | 843 | 917 |
Other | 5 | 4 |
Total | 2,106 | 2,618 |
| 31 March | 31 March | |
| 2026 | 2025 | |
| £’000 | £’000 | |
Amounts owed by subsidiaries | 45,821 | 9,160 |
Amounts owed to subsidiaries | (60,122) | (63,935) |
Interest paid to subsidiaries | (2,604) | (2,644) |
Interest received from subsidiaries | 817 | 99 |
Cash dividends received from subsidiaries | 5,003 | 3,500 |
Notes to the financial statements continued
31. Notes to the statements of cash flow
| Year ended | Year ended | ||
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Group | Note | £’000 | £’000 |
Profit before tax | 55,476 | 26,291 | |
| Adjustments for: | |||
Depreciation of property, plant and equipment | 16 | 9,412 | 9,655 |
Amortisation of intangible assets | 13 | 10,882 | 15,637 |
Cash settlement of provision | (10,400) | – | |
Exceptional item – non-cash impairment of receivable | 6 | 502 | – |
Exceptional item – non-cash provision | – | 15,350 | |
Adjusting item – non-cash movement on convertible loan note | 14 | 1,000 | 10,413 |
Adjusting item – non-cash movement on other investments | 14 | 200 | (805) |
Loss on disposal of fixed assets | 690 | 187 | |
Finance income | 9 | (1,232) | (1,383) |
Finance costs | 9 | 9,126 | 8,448 |
Contribution to defined benefit pension scheme | 17 | (1,500) | – |
Share-based payment charge | 27 | 1,621 | 2,018 |
Share-based payment tax settlements | (1,222) | (814) | |
Operating cash flows before movements in working capital | 74,555 | 84,997 | |
Movement in inventories | 43 | (2,902) | |
Movement in trade and other receivables | 4,700 | (8,536) | |
Movement in finance lease receivables | 273 | 803 | |
Movement in contract assets | (431) | (743) | |
Movement in contract liabilities | (9) | (258) | |
Movement in provisions | 1,281 | (1,850) | |
Movement in trade and other payables – corporate | (14,207) | 3,190 | |
Movement in working capital – corporate | (8,350) | (10,296) | |
Cash generated from operations | 66,205 | 74,701 |
On 11 February 2026, PayPoint Plc purchased a further 21.4% of the share capital of obconnect Limited
for consideration of £3.0 million and on 17 March 2026 the remaining 23.3% for consideration of £3.3
million (i.e. £6.4 million in aggregate). These transactions reduced NCI by £1.9 million and £2.1 million
respectively (i.e. £4.0 million in aggregate), with the NCI balance at 31 March 2026 £nil. The £2.4 million
difference between the aggregate consideration and NCI reduction is reported directly through equity.
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Strategic report
Financial statementsGovernance
| Year ended | Year ended | ||
| 31 March | 31 March | ||
| 2026 | 2025 | ||
Company | Note | £’000 | £’000 |
Profit before tax | 88,686 | 3,984 | |
| Adjustments for: | |||
Exceptional item – gain on part-disposal of subsidiary | (37,532) | – | |
Exceptional item – non-cash write-down of investment in subsidiary | 4,123 | – | |
Exceptional item – non-cash impairment of receivable | 6 | 502 | – |
Adjusting item – non-cash movement on convertible loan note | 14 | 1,000 | 10,413 |
Adjusting item – non-cash movement on other investments | 14 | 200 | (805) |
Non-cash dividends from subsidiaries | (68,652) | (38,041) | |
Finance income | (1,301) | (261) | |
Finance costs | 11,016 | 10,096 | |
Share-based payment charge | 1,008 | 1,407 | |
Share-based payment tax settlements | (913) | (641) | |
| Operating cash movement before movements in working | |||
capital | (1,863) | (13,848) | |
Movement in receivables | 8,690 | 18,755 | |
Movement in payables | 13,259 | 69,538 | |
Movement in provisions | – | (230) | |
Cash generated from operations | 20,086 | 74,215 |
33. Events after the reporting date
Resolution of claim by Global 365
On 7 May 2026, the Competition Appeal Tribunal ('CAT') handed down its judgment concerning the claim
brought by Global-365. The CAT found PayPoint liable for an historical infringement of competition law,
which ceased in 2018, concerning certain contracts under which it provided energy prepayment services.
Whilst the CAT awarded damages of £169,334 plus interest to G365 in respect of its ‘loss of a chance’
to win contracts with a limited number of small energy suppliers, its findings confirmed that PayPoint’s
past contracts with energy suppliers were not a significant factor in G365’s lack of success.
PayPoint remains committed to ensuring its commercial practices meet all regulatory requirements.
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PayPoint Plc Annual Report 2026
Officers and professional advisers
Directors
G Kerr
1
(Chairman)
N Wiles
M Bhalerao
1
R Harding
R Sharma
1
R Shapland
1
L Tu
1
B Wishart
1
Company Secretary
Bernadette Young, on behalf of Indigo Corporate Secretary Limited
Registered Office
1 The Boulevard
Shire Park
Welwyn Garden City
Hertfordshire AL7 1EL
United Kingdom
Registered in England and Wales
Company number 03581541
Independent auditor
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
United Kingdom
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
United Kingdom
1 Non-Executive Directors
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CBP2282
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PayPoint Plc
1 The Boulevard
Shire Park
Welwyn Garden City
Hertfordshire AL7 1EL
United Kingdom
Tel +44 (0)1707 600 300
Fax +44 (0)1707 600 333
www.paypoint.com
PayPoint Plc Annual Report 2026