CPPGroup Plc Annual Report and Accounts 2024 growth focused Transform growth foc formed, Group overview Highlights ��������������������������������������������������������1 Strategic report CPP at a glance���������������������������������������������2 Chairman’s statement���������������������������������4 Chief Executive Officer’s statement���������6 Strategic framework �����������������������������������10 Investment case ������������������������������������������11 Business model ��������������������������������������������12 Market overview��������������������������������������������14 Our strategic priorities��������������������������������16 Our business units: Blink Parametric��������18 Our business units: CPP India�������������������22 Our business units: CPP Turkey����������������24 Sustainability and TCFD report����������������26 Key performance indicators����������������������28 Chief Financial Officer’s statement ��������29 Risk management and principal risks���33 Section 172(1) statement���������������������������36 Corporate governance Board of Directors and Company Secretary �����������������������������������38 Corporate governance report�������������������40 Report of the Nomination Committee �����44 Report of the Audit Committee����������������45 Directors’ remuneration report����������������47 Directors’ report �����������������������������������������51 Statement of Directors’ responsibilities ���53 A more focused Group: Transformed for growth corporate.cppgroup.com Financial statements Independent Auditor’s report�������������������54 Consolidated income statement ��������������59 Consolidated statement of comprehensive income �����������������������������60 Balance sheets ��������������������������������������������61 Consolidated statement of changes in equity����������������������������������������62 Company statement of changes in equity����������������������������������������63 Consolidated cash flow statement����������64 Notes to the financial statements �����������65 Glossary ������������������������������������������������������102 Company offices ���������������������������������������104 Shareholder information��������������������������105 CPPGroup is a provider of assistance services which reduce disruptions to everyday life for millions of people across the world. Our strategic reset in 2022 signified the start of a transformation process which focused on developing the organisational alignment and innovation required to deliver on our purpose of making a bad day better and our ambition to be a leading global provider of digital assistance products and solutions, led by Blink Parametric and supported by CPP India and CPP Turkey. The successful execution of this transformation is now complete and has provided us with a platform for accelerating sustainable growth for all our stakeholders. Highlights Resilient performance, strategic progress Financial highlights Operational highlights • Group focused on three Core businesses (Blink Parametric (Blink), CPP India, and CPP Turkey). • Core business units performing well: • Blink added 11 new clients and increased Annualised Recurring Revenues (ARR) by 62%. • CPP India and Turkey, despite currency headwinds, performed well. • Central costs, before recharges, at £6.9 million (2023: £10.1 million). • Change Management Programme (CMP) completed. • Exit from Legacy businesses complete, with UK back book in active run-off. • Divestment of Globiva Service Private Limited (Globiva) for £3.8 million in total completed in September 2024. • Disposal of minority interest in KYND Limited (KYND) for £2.6 million completed in February 2024. Read our Chief Executive Officer’s Statement on page 6 Revenue £156.4m -10% Revenue from Core business units1 £155.1m -7% (Loss)/profit before tax £(2.7)m +52% EBITDA £1.4m +7% EBITDA from Core business units1 £5.3m +2% Net funds £8.7m -43% 1. Core business units comprise revenue and EBITDA from Blink Parametric, CPP India and CPP Turkey. All figures are for continuing operations only with 2022 and 2023 comparatives restated to reflect Globiva, Italy and Spain as discontinued operations. £146.7m £3.2m £138.5m £5.9m £16.3m £173.4m £1.3m £166.5m £5.2m £15.3m £156.4m £1.4m £155.1m £5.3m £2.6m £(5.7)m £(2.7)m £8.7m 24 24 24 24 24 24 23 23 23 23 23 23 22 22 22 22 22 22 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 1 CPP at a glance Assistance for customers, value for partners What we do CPPGroup is an AIM-listed business operating through three Core businesses to create and deliver products and services that make the everyday lives of over 10 million customers easier. All our services are offered through partners as embedded solutions or relevant add-ons and are designed to improve operational efficiency, revenues, engagement and transparency, and drive higher satisfaction rates, thereby creating value for the partner and value for the customer. Our distribution partners operate in the insurance and financial services sectors in our core markets of India and Turkey, and through Blink we deliver seamless digital solutions in North America, Continental Europe, the UK, and Asia Pacific. My Health Consumer access to health check assessments, online doctor consultations and discounted medical, pharmacy, optician, and dentistry services, and supported with life and critical illness insurance and hospital cash cover. • LivCare • Mobile Doctor Services My Finances Immediate assistance and financial protection to protect consumers’ and mobile banking. • Card Protection • ATM Protection My Travel Real-time, automated solutions if consumers’ flights are cancelled or delayed or if their luggage is lost. • Parametric Flight Disruption • Parametric Lost Luggage My Tech Keeping consumers connected and protected through theft and damage insurance, repair and replacement services, and anti-virus software for phone and gadgets. • Phone and Gadget Insurance My Digital Safeguarding consumers’ online identities through the monitoring of online personal data compromised through data breaches. • Dark Web Monitoring • Identity Protection • Mobile Payments Protection My Home Helping consumers look after their homes through preventative maintenance services, extended warranties for appliances and home emergency assistance, combined with entertainment features. • Extended Warranty • Home Emergency Revenue by product category My Tech 36% My Health 28% My Finances 22% My Home 10% My Digital 3% My Travel 1% Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 2 Our Core businesses Guided by the Group’s strategic objectives and supported by the resources, expertise, and collaboration of the lean Group centre, our Core businesses are empowered to deliver for their partners in their own ways and capitalise on their market potential. Blink Parametric A B2B SaaS company that creates innovative, white-labelled solutions to enhance the services and customer experiences of the world’s leading insurance companies. Its data-driven technology solutions deliver real-time assistance, automated claims processes and resolution services in a simple, fast and reliable way. CPP India A multi-product assistance and insurance business, which partners with third parties to create service wrappers that drive value for India’s leading non-banking financial companies. CPP Turkey A multi-product assistance and insurance business, focused on organic growth, with multiple long-standing partnerships across the mobile, digital, and financial services sectors. Revenue FY24: 1% of Core revenue £1.1m My Travel 81% My Digital 19% Revenue FY24: 94% of Core revenue £145.4m My Tech 39% My Health 28% My Finances 22% My Home 11% Revenue FY24: 5% of Core revenue £8.6m My Digital 46% My Health 29% My Finances 25% Read more about our Blink Parametric business on page 18 Read more about our CPP India business on page 22 Read more about our CPP Turkey business on page 24 Towards a more focused Group We have made significant strides in our multi-year journey to transform the Group into a simpler business, with the foundation for future success now set: Our priorities Transforming to • Market leading solutions and customer experiences. • A culture to innovate and differentiate. • Diversified, sustainable recurring revenue. • Enhanced margins. See page 16 for Our strategic priorities Grow Organic growth, attracting new clients and increasing market and geographic penetration. Optimise Investments in technology to meet more of our existing partner needs and drive product extension and new product development. Transform Transition to a digital, parametric business through the transformation of our operating model and culture. Divestments of our Legacy Italian business, Globiva, and KYND completed. Foundations Change Management Programme completed ahead of time. New Indian IT platform fully deployed. Blink’s operational scalability complete. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 3 Chairman’s statement David Morrison Non-Executive Chairman I am encouraged by our progress in transforming the Group this year to bring about better outcomes for all stakeholders.” We are in a stronger position to realise our future opportunities Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 4 The last year has witnessed the conclusion of the CMP and the divestment of non-core assets, such as the shareholding in Globiva in India. This leaves the Group with its businesses in India, Turkey and Blink, on which I comment below, and the residual UK back book, which is now in run-off. Operationally our business is now streamlined and efficient, with each of the Group’s Core businesses having its own independent management team, operational processes and IT infrastructure. The role of the centre has also been re-focused, with annual central costs, before recharges to business units, reducing from over £10 million in 2023 to £7 million for 2024 with further reductions expected in 2025 to below £5 million. A great deal has been achieved in the last two years and I would like to acknowledge the role of the management team, from top to bottom, ably led by Simon Pyper, in performing the necessary surgery to position your company for a new period of growth, which will be led by Blink. Strategy for growth, and our focus on Blink Blink’s growth strategy is simple: provide innovative parametric solutions to a growing roster of large global and regional insurance companies that, in partnership, deploy its solutions across multiple geographies, multiple platforms, and multiple customer audiences (consumers, banks, airlines). There is additional information on Blink later in this report, but it is worthy of note that, in the last year, Blink has: • moved beyond ‘proof of concept’ to become a business which, with some further investment, is well placed to exploit the global and regional opportunities for its Travel Disruption and Cyber Solution services; • increased its customer base, providing Travel Disruption and Cyber solutions to 28 partners (2023: 17) across 22 geographies, with its digitally delivered solutions included in over 1.5 million customer policies during the year; and • continued to deliver real and measurable benefits for its business partners, which is reflected in Blink’s 100% renewal rate from existing partners, and growth in total Annualised Recurring Revenues (ARR) of 62% to £1.6 million (2023: £1.0 million). CPP India and CPP Turkey Our Indian and Turkish businesses performed in line with expectations set at the start of the financial year and, despite currency headwinds, both of them contributed positively to the Group’s overall results and delivered improved year-on-year operational metrics. The solid performance of the Turkish business was impressive in the light of the continuing unfavourable macroeconomic environment in Turkey, which effectively precludes further sterling investment and which inevitably depresses the sterling value of the company. CPP India, in contrast, benefits from the growth of the Indian economy, but it is heavily dependent on a single, long-standing contractual relationship with Bajaj Finance Limited (Bajaj), from which the vast majority of its revenues derive. Nevertheless, both it and our Turkish business generate surplus funds, which have facilitated further investment in Blink in the past year. Financial results The Group’s trading performance for the year was robust notwithstanding adverse currency headwinds, the partial transfer of Bajaj’s LivCare business to locally based (Indian) insurers and the continued, but wholly anticipated, losses in Blink. Revenues and EBITDA from continuing operations (Blink, CPP India, CPP Turkey and the UK Legacy business which is in run-off) were in line with expectations with revenues at £156.4 million (2023 restated: £173.4 million) and EBITDA at £1.4 million (2023 restated: £1.3 million). Board changes In November of last year, Alice Glenister was invited to join the Board as a Non-Executive Director, and Eleanor Sykes our Group Chief Operating Officer, became an Executive Director. Their appointments reflect the increasing focus of the Group on the development of Blink, in which Eleanor has played an important role. Alice brings to the Board extensive knowledge of the rapid developments taking place in the wider world of parametric insurance and we will benefit from her sector knowledge and experience. Outlook Whilst it might seem counter-intuitive to focus on Blink as the core driver of growth for the Group, its development in the last year with limited resources gives us cause for considerable optimism. Our Indian and Turkish businesses have both made a solid contribution, but their ability to deliver long-term value to shareholders is, to some degree, determined by local economic and contractual shackles dating from several years ago. The Group’s ability to invest further in Blink, or for that matter any of its businesses, is inevitably constrained by its limited resources. The UK back book, which previously provided surplus capital for investment, is now in run-off and until such time as we can wind up its activities entirely, will be loss making and cash flow negative. Consequently, we must be both focused and diligent in our capital allocation and early indications suggest, that Blink will over the medium to long-term provide the best return on capital, and as importantly, provide the best long-term outcomes for shareholders. David Morrison Non-Executive Chairman 24 March 2025 Read more Section 172(1) Statement Read more on page 36 Report of the Nomination Committee Read more on page 44 Report of the Audit Committee Read more on page 45 Directors’ Remuneration Report Read more on page 47 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 5 Chief Executive Officer’s statement A sharper focused business with high growth potential Simon Pyper Chief Executive Officer We have undergone many people, operational and organisational changes in 2024 to build resilient foundations to take the Group forward for the future.” Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 6 2024 Introduction The past year has been pivotal for the Group, as we completed our CMP, exited from non-Core businesses such as Globiva, and continued our investment and development of Blink. We ended the year as the business we set out to be in September 2022, a digitally focused business led by Blink and supported by CPP India and CPP Turkey. But why our focus on Blink? In simple terms, Blink represents the best opportunity for the Group to deliver long-term value growth, as valuation multiples for businesses such as Blink, are significantly ahead of those for traditional insurers and sister businesses such as CPP India and Turkey. In addition, Blink unlike its sister businesses, operates in two global markets (Travel Disruption & Cyber Security) both of which are growing, and both of which are absent either a dominant player or reliance on a single key partner. If we are successful in our endeavours, Blink will not need to achieve a significant level of market share to become a highly profitable, highly cash generative, and highly valued business. Our confidence is not unfounded, over the past year Blink has moved beyond proof of concept with its products and services now providing clear and measurable benefits to a growing number of business partners (increased revenues and retention rates) and end consumers. We start the new financial year with optimism, we have made good progress, but there remains much to do before Blink reaches its full potential. Financial performance Blink performed well during the year, increasing ARR by 62% to £1.6 million, adding 11 new clients, and achieving a 100% renewal rate of its existing contract base. CPP India and CPP Turkey, despite currency headwinds and the partial transfer of Bajaj’s LivCare business to locally based (Indian) insurers, both delivered a good set of trading results for 2024. Three key factors which impacted our 2024 results: 1. Blink investment: Blink is the Group’s only global product, currently focused on delivering parametric solutions to the global travel insurance (flight delay and lost luggage) and consumer cyber security markets. It forms a key part of the Group’s strategy and needs sustained investment over the medium-term if it is to realise its full potential. During the year Blink’s headcount increased by ten to 36 colleagues with administrative costs increasing by 39% to £3.5 million. Blink reported an EBITDA loss of £2.7 million compared to the £1.8 million loss in the prior year. 2. CPP India: the transfer by Bajaj of part of the LivCare portfolio to locally based insurers reduced full year revenues by circa £16.0 million, which adversely impacted EBITDA by circa £0.5 million. 3. Currency headwinds: the Group derives 98% of its revenues in Indian rupees and Turkish lira which have seen a further weakening against sterling, the Group’s reporting currency. On a constant currency basis, the Group would have reported an additional £0.4 million of EBITDA. Key performance metrics Revenue EBITDA1 £ millions 2024 2023 2 Change 2024 2023 2 Change CPP India 145.4 161.0 (10)% 6.6 5.8 13% CPP Turkey 8.6 4.7 84% 1.4 1.2 22% Blink 1.1 0.8 31% (2.7) (1.8) (51)% Core business units 155.1 166.5 (7)% 5.3 5.2 2% Central functions — — n/a (3.5) (4.7) 24% Core total 155.1 166.5 (7)% 1.8 0.5 235% Legacy3 1.3 6.9 (81)% (0.4) 0.8 (146)% Group total 156.4 173.4 (10)% 1.4 1.3 7% 1. EBITDA represents earnings before interest, taxation, depreciation, amortisation and exceptional items. 2. Restated to reflect Globiva, Italy and Spain as discontinued operations. 3. Legacy comprises the UK which is in active run-off. Key milestones 2025 2026 • CMP completed ahead of schedule • India IT platform operational • Operational scaling of Blink completed • Legacy IT platforms decommissioned • Blink achieved ISO 27001 accreditation • Legacy books closed/in run-off in line with plan • KYND and Globiva disposals • Legacy books to continue to run-off/close in line with plan to minimise residual activity • Adoption of product & tech pod model within Blink • Decentralised culture development • Realisation of growth opportunities led by Blink Parametric Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 7 Chief Executive Officer’s statement continued Financial performance continued Of the three key factors which subdued EBITDA growth, only the increased investment in Blink was known and forecast, whilst the loss of part of the LivCare book and the currency headwinds, particularly in India, were unknown. The operating loss of £2.8 million (2023 restated: £6.1 million loss) includes depreciation charges of £2.4 million (2023 restated: £1.4 million) and exceptional items of £1.8 million (2023 restated: £6.0 million). The majority of the 2024 exceptional charge relates to costs associated with the CMP. Business unit performance Blink: EBITDA loss of £2.7 million (2023: £1.8 million loss) Blink provides real-time, data-driven, white-labelled assistance solutions that are designed to be embedded into insurance provider products which, on an event being triggered, provides immediate, digitally delivered support to their (the insurers) customers. The Group has made significant progress scaling Blink throughout 2024, and the business is now in a substantially stronger position against this time last year, enabled by focused investments in technology and people during the period. Working with a number of the world’s leading global and regional insurers, Blink now operates in 22 geographies (2023: 12) with 28 partners (2023: 17). There is a healthy pipeline of opportunity ahead, and our enhancements in the year provide a strong foundation for further growth with new and existing customers. Blink’s current product set falls into two broad categories: Travel Disruption and Cyber Security. Travel disruption The global travel disruption insurance market (travel and lost luggage insurance premiums) is estimated at $25 billion for 2025, growing to $62 billion in 2028. Blink’s strategy is to provide innovative parametric solutions for this global market by growing its roster of large global and regional insurance companies which, in partnership, deploy Blink’s solutions across multiple geographies, platforms and customer audiences (consumers, banks, airlines etc.). Blink’s products and services provide clear and measurable benefits for our partners and their customers (the end consumer), with a recent case study from one partner suggesting that the inclusion of a Blink solution into the insurer’s core offer increased policy sales (new and renewals) and price points and reduced claims processing times and costs. Key contract highlights for 2024 • Partnership with AXA Partners (part of the AXA Group and one of the largest travel insurers) to provide Blink’s flight delay solution, initially in nine geographies, to Hong Kong Express (a leading airline in Asia). • Contract extensions with Zurich in Asia Pacific and MAWDY (part of the MAPFRE Group) in Europe and Africa. • 100% renewal rate for existing partner base. Cyber security The global consumer cyber security market (identity theft and fraud prevention) is estimated at $14 billion for 2025, growing to $40 billion in 2028. Blink’s strategy is to partner with large US and non-US cyber security and credit reporting businesses that can embed Blink solutions into their core product across multiple platforms and geographies. Blink’s CyberScan solution provides our partners with an innovative technology platform, which is adaptable and deployable globally, which helps to secure the digital personal information of their end customer. We expect that once our products and services are embedded within our partners’ core propositions, they will secure real and measurable economic benefits from having done so, similar to our travel model. Key contract highlight for 2024 • In December Blink signed a global framework agreement with a major US-based cyber security and credit reporting business, for the inclusion of its dark web monitoring solution, Blink CyberScan, into its suite of cyber services. The agreement will initially see Blink’s services being offered into four of our partners’ key European markets, with the agreement allowing for further rollout across their global network. Blink has in 2024 moved well beyond proof of concept and is, with some additional investment, well placed to deliver long-term growth and shareholder value. CPP India: EBITDA of £6.6 million (2023: £5.8 million), EBITDA margin 4.6% (2023: 3.6%) CPP India works closely with its business partners to drive value by growing customer loyalty through the design and delivery of simple and innovative products, which fit seamlessly into the everyday lives of consumers. The overall outcome for the year, given the partial transfer of the Bajaj LivCare business (to locally based insurers) and currency headwinds, is satisfactory. The transfer of part of the LivCare portfolio reduced full year revenues by circa £16.0 million, which adversely impacted EBITDA by circa £0.5 million. On an annualised basis, the impact to revenue and EBITDA is circa £19.0 million and £0.6 million respectively. However, due to the benefits of the CMP this shortfall in EBITDA was more than offset in 2024 by lower operational costs. Administrative expenses reduced by 6% following the full deployment in Q2 of the new cloud-based IT platform which not only utilises modern technology systems, but is also delivered at a lower cost. As a result of the transferred LivCare business, which is a low-margin product, and lower operational costs the EBITDA margin has improved by 1.0 percentage point. During 2024, Bajaj, which accounts for circa 85% of CPP India revenues, extended its contract to 31 December 2027. CPP Turkey: EBITDA of £1.4 million (2023: £1.2 million), EBITDA margin of 16.3% (2023: 24.6%) CPP Turkey performed well during the year with EBITDA increasing by 22% (66% on a constant currency basis). That the business has been able to deliver real growth in difficult economic circumstances (high inflation and currency volatility) is a clear indication of the quality of our management team and business partner relationships. During the year, CPP Turkey has extended and improved its health service contract with Türkiye Insurance which has led to a £2.3 million year-on-year revenue increase. Legacy business: EBITDA loss of £0.4 million (2023 restated: £0.8 million profit) All of the Group’s Legacy businesses, save for the UK Card renewal book, which is now in active run-off, have either been closed or disposed of. As the UK business entered run-off at the start of 2024, there have been no renewals in the year which led to a revenue decline of 81% and due to a relatively fixed cost base to service the remaining policies, the UK shifted to an EBITDA loss of £0.4 million (2023: £0.8 million profit). The UK run-off will see the final policies expire on 31 December 2026. Central costs: £3.5 million (2023 restated: £4.7 million) Central overheads before appropriate recharge to business units are £6.9 million (2023: £10.1 million) with the reduction being led by the benefits of the CMP, with lower IT costs following decommissioning of the legacy platform in May 2024 and right-sizing of the central headcount required to manage a simplified Group. The UK-based central IT cost reduced by 40% to £2.0 million (2023: £3.3 million) and will reduce further in 2025 as the full year benefit of the IT reductions come through. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 8 Although the gross cost base has reduced by £3.2 million year-on-year, net of recharges, our reported central costs have reduced by £1.2 million (24%). The lower net level is due to the level of recharges to India reducing following the full deployment of its new IT platform, which is managed by a local team. Operational highlights With the completion of the CMP, each of the Group’s business units and Central functions now has its own independent IT platform. The independent platforms allow each business unit to adapt its processes and solutions to the changing needs of its business partners more quickly and at a lower cost. CPP India Post implementation of the new IT platform for India, the business is in maintenance mode, adjusting its processes and operations at pace and at a lower cost for the changing needs and requirements of its business partners. CPP Turkey Post implementation of the new IT platform for Turkey, the business is in maintenance mode and there are no immediate plans for further near-term development. Our colleagues As we reflect on the past year, it is clear that none of our achievements would have been possible without the dedication, hard work, and talent of our colleagues. Each one of them has played a pivotal role in helping the Group navigate challenges, seize opportunities, and deliver on our mission to provide innovative assistance solutions to customers worldwide. Their resilience, adaptability, and commitment to excellence have been instrumental in driving the growth and transformation of the business. Whether contributing to groundbreaking innovations, building strong relationships with our partners, or delivering exceptional service to our customers, their efforts have made all the difference. Outlook The outlook for the Group is positive and focused on growth – growth in the number of business partners we work with, growth in the number of geographies we operate in, and supported by our business partners, growth in audience (airlines, banks and credit card companies et al.) for our innovative, digitally delivered solutions. Simon Pyper Chief Executive Officer 24 March 2025 Blink’s investment programme Investment area Stage 1 – Driving sales growth Stage 2 – Embedding growth Stage 3 – High renewal business Sales and account management • Growing partner and revenue opportunity through investment into sales and customer success roles. • Targeting largest global travel insurance markets with resources deployed into the USA and APAC. • Additional sales and customer success resource brought into key geographies to support pipeline and partners as they launch. • Introduction of cyber product account team to drive sales. • Scaling existing partners and managing growth sustainably. • Due to increased scaling of key partners an additional account team will be introduced. Technology and operations • Reorganisation of product and tech teams under a pod model to allow for dedicated teams to be created to manage new and existing products, and increase capacity, speed and quality of execution. • Recruitment of additional resource under the pod model. • Pod structure becomes fully operational with teams fully recruited for. • Technology and operational infrastructure brought into the business to handle growth from Stage 1. • Specialist skills brought in to manage a larger‑scale business-data management, IT security and database management and optimisation. Product • New product development team recruited to create new product lines outside of the travel and cyber categories. • First products launched outside of travel and cyber categories. • Additional travel and cyber solutions developed within pods and launched. • Additional product development team recruited to create new products outside of travel and cyber categories and Stage 1 focus area. • Second new product category products launch in market. • Four product categories are live with multiple products within each category in market. Blink Blink, with some further investment, will look to increase and improve operational capacity and efficiency in three phases. The investment programme is over three-to-four years and is designed to support Blink’s long-term growth ambitions. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 9 Strategic framework A framework for future growth To transform CPP into a global digitally led assistance company, we have sharpened the strategic framework to focus on three pillars to take advantage of technological changes and evolving consumer and partner needs. This will enable us to drive organic growth and modernise the way we operate for the benefit of all our stakeholders. Our purpose Making bad days better for our partners’ customers. We are there to create, deliver and scale everyday assistance products and solutions through anticipating consumer and partner needs, using data and technology to drive scale in a simple and sustainable way. Outcomes of our strategy Decision making informed by the needs of our stakeholders We are guided by our values and decentralised culture with market and specialist know-how A focused and simpler business Partners Keeping it simple Consumers Being brave Colleagues Curiosity Suppliers Working together Society Consider it done Investors Differentiation through data expertise, customer experiences and innovation Geographic reach Ambitious and performance driven culture Generation of ARR, profitability and cash Structural growth Transformed into a parametric and digitally powered assistance company through three key pillars Grow Driving sustainable and diversified revenues through digitally led experiences and serving more consumer and partner needs. Optimise Strengthening talent and technology capabilities to better serve partners, evolve products and create effective scale. Transform Transitioning to a fully decentralised and ambitious culture, aligned to high-growth markets, enabled with digital strengths and differentiators. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 10 InsurTech focus Blink, the Group’s InsurTech business providing parametric insurance services, is making considerable progress and is providing Travel Disruption and Cyber solutions to 28 partners across 22 geographies. Blink increased ARR by 62% to £1.6 million. Parametric services are changing the shape of the global insurance market. Blink’s strong roster of large global and regional insurance companies and market leading services in the travel disruption sector provide an opportunity for rapid medium‑term value creation. Established businesses in growth markets We have established, well managed businesses in India and Turkey which have delivered consistent growth in often challenging conditions for several years. Both businesses have long-standing partnerships with major banks and non-banking financial companies (NBFCs) where we provide products and services that bring them ancillary revenue streams, profit and enhanced customer loyalty. India is an exciting market, with a growing middle class and relatively strong GDP growth which will continue to fuel the addressable market for both our own products and those of our partners. Partnerships that deliver value for leading global businesses and their customers Blink’s technology solutions are proven to drive additional sales of partners’ core products, increase their average revenues, improve customer retention and reduce claims processing time and costs. These factors lead to multi-year contracts with 100% renewal rates which add to the reliability of Blink’s growing revenue streams and value accretion. 1 2 Simple operating model focused on sustainable growth from a lower cost base A simplified structure has seen the business transform into a digitally focused business led by Blink and supported by CPP India and CPP Turkey. Non-core investments have been exited with the latest being our divestments of Globiva, KYND and CPP Italy. These actions increase the Group’s focus and resources to accelerate progress in Blink, which, with attractive economics to scale rapidly, will drive value creation. 4 3 Investment case Delivering the foundations to grow the value of the Group Our track record of strategic delivery in the first two years since we reset our strategy has given us confidence as we accelerate CPP’s growth opportunities as a digitally led assistance company. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 11 Business model A model for growing future value A decentralised model that empowers our businesses to pursue strategic initiatives that improve their key drivers of value, creating a pathway for sustainable shareholder returns. What we do Our ambition is to be a leading digital assistance product provider to global insurers and financial services providers. Our Core businesses deliver everyday assistance products and solutions that generate partner and customer value. These products are either embedded as SaaS within partners’ core products globally or combined with third party services to augment partners’ propositions in India and Turkey to fit commercial and consumer needs. Sources of value Valuable partnerships Long-standing partnerships with global businesses provide access to addressable opportunities and deliver insights to support future solutions. Data Data to drive actionable insight and profiling to partners, and the optimisation and development of solutions and improved customer experiences. Technology Standalone IT infrastructures to serve evolving partner needs in market. Parametric platform that can be deployed across partners’ consumer products to differentiate their propositions and automate their claims experiences. People and values Dedicated and engaged colleagues with industry expertise, guided by our values, enable growth and the ability to deliver on our purpose. Controls Effective risk management and operational resilience to support strategy implementation and ensure the right choices are made for stakeholders. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 12 We receive fees through three primary models Combined with a disciplined approach for investing for future, sustainable growth Investing in our people to bolster expertise and a culture of innovation. Optimising and building differentiated digital assistance and data solutions. Developing and growing our tech and go-to-market teams to expand reach into addressable markets. Developing social impact initiatives to support financial well-being of end consumers. Retail Customers are offered assistance products for an annual price. These can be one-time revenue streams or renewable on an annual basis. Partners benefit from acquisition and renewal commission payments, as well as product, claims management and customer service expertise. Wholesale Wholesale variants of our retail products are provided to partners who wish to embed enhanced benefits in their customer core products. These products are funded by the partner, with commercial terms based on volume and redemption assumptions. SaaS Distribution partners pay fixed monthly minimum fees for our software services, or fees per customer/per month or a monthly fee for all users in a partner’s base. This fee structure provides increased visibility in ARR. Creation of sustainable value Shareholders Operational cost reduction and investments in the longer-term future of the Group. Partners Growing shared value through differentiated, trusted products and customer experiences that improve usage, drive revenues, and attract and retain customers. Customers Transparent and seamless assistance experiences that provide resolution, peace of mind and satisfaction. Colleagues Nurturing the talent of engaged colleagues to provide the capabilities and future skills they need to fulfil their potential in a growing industry. Society Ongoing sustainability development to identify drivers of our carbon footprint. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 13 Market overview Shaping consistent growth strategies amid shifting market landscapes The markets of our partners are constantly changing, and understanding this dynamic environment enables us to anticipate and prepare for changes to create value for all stakeholders in the longer term. Macroeconomic and geopolitical risk Underlying geopolitical tensions in multiple regions are contributing to eroding trust and insecurity. At the same time, the global economy is lagging despite a resilient performance with a baseline forecast of 3.2% growth during 2024 and 2025, at the same pace as in 20231. Our business in Turkey operates against a challenging economic backdrop with hurdles remaining and despite recent falls in inflation it remains comparatively high at 42.1% in January 20252. The Indian economy is also projecting slower growth at 6.5% in 2025/263 due to geopolitical and trade uncertainties. These pressures on the global and local economies will continue to impact consumer confidence and constrain discretionary expenditure in favour of bolstering savings, whilst inflationary pressures will increase costs for partners and provide a heightened risk of loan delinquency and reduced lending which impact access to some of our distribution channels. Nevertheless, these challenges have not detrimentally impacted global leisure travel which remains robust, with air passenger demand increasing by 10.4% in 2024, which was 3.8% higher than pre-pandemic levels4, resulting in growth of the travel insurance market which is forecasted to grow to £68 billion in 20285. However, due to economic challenges price sensitivity is heightened, and insurance customers are increasingly demanding value and transparency from their insurers, with only 53% of UK consumers trusting their travel insurers to pay out on claims due to unfamiliarity with the process6. Amid these challenges, we see an opportunity for CPP to support consumers at a time of need in their everyday lives, whilst equipping partners with products that support their innovation and customer retention goals. Building and maintaining shared value Despite a softer performance in India, both of our Turkish and Indian businesses performed strongly, with steady renewal performances due to the development of value-added services to existing propositions. Blink is also likely to benefit from structural growth drivers such as digitisation, whilst offering benefits to partners and consumers through making flight delay and lost luggage travel insurance claims more transparent and convenient and so elevating perceived value, to enable it to continue to grow its performance. We will continue to monitor consumer trends and utilise insights from partners across our Core business units to support innovation and help us meet evolving customer needs. We will seek to expand our addressable markets through product extension, product innovation and customer experience enhancements, whilst diversifying the channel mix to mitigate dependencies on consumer lending channels in markets such as India. Shifting consumer preferences Customers’ expectations of seamless, simple, flexible, relevant and hyper-personalised services continue to be led by their experiences and influences from big tech companies. This has led to the growth of challenger insurers and neobanks forcing incumbents to adjust and improve their customer experiences. Across the insurance and financial services sectors, we are witnessing advancements in claims processing, and greater utilisation of AI, machine learning and automation to optimise pricing and personalised customer experiences as insurers/banks look to foster greater customer centricity within their business models and operate ecosystems to deliver suites of services to increase their relevance to the end consumer. This will see more insurers and banks working in partnership with technology businesses such as Blink to offer stronger digital and real-time capabilities, and new products and services at scale. Investing in our digital core We have invested in our digital strategy to deliver increasingly configurable and easily integrated propositions to our partners and their changing models. Our locally aligned IT solutions, with the completion of the operational scaling of Blink, the platform build in India and the enhancement of Turkey’s local infrastructure, enable us to deliver improved customer experiences across a mix of channels and create cost efficiencies and agility for our partners in a changing market. We will continue to invest in our technology stack to respond to customers’ needs and growing digital preferences. This will remain a strategic priority and will see us continually strengthen our platforms and user experiences and further align our Blink product and technology pods to enable us to support partners and customers better. Links to strategy Links to strategy Links to risks 1 Links to risks 1 5 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 14 Changes in distribution Distribution channels keep evolving with 37% of global consumers now likely to utilise a digital channel to research and purchase personal lines insurance, increasing to 50% of consumers in the UK7. Channels are also moving ever closer to the customer as businesses seek to embed the purchase of insurance into the broader purchases of goods and services to make it more seamless and convenient when customers need it, within a trusted environment. These changes will increase competition in the financial services and insurance industries with 65% of global consumers stating that they would be comfortable purchasing embedded insurance8. Asia is advancing the most quickly in terms of embedded insurance adoption, and is forecasted to reach $170 billion in non-life insurance premiums in that market by 20309. At a global level, embedded insurance is set to account for 35% of general insurance sales by 202710. Delivering engaging experiences across new channels Insurers and partners will increasingly use technology-driven products to enable easier access to simpler, more affordable, and relevant assistance and protection solutions that are offered at convenient and contextually relevant moments to their customers. We believe that our Blink products fit well into this emerging model and intend to grow our distributor footprint to target this growing embedded assistance and protection segment. The power and risk of data New technologies and the ubiquitous nature of data enable businesses like ours to optimise customer experiences and product development efforts and build engagement and brand enhancement opportunities. The reliance on digital channels continues to proliferate throughout the daily lives of individuals, and there are now over 5 billion internet users worldwide which are forecasted to grow at an annual rate of 3.2%11, combined with 18.8 billion IoT-connected devices in 202412. Whilst these technologies lead business models and value chains to evolve rapidly, they have increased concerns about cyber attacks and the harms that can arise from misuse of personal information, with 80% of Indian consumers stating concern around cyber attacks13 and 71% of US consumers expressing worry that their digital activities put them at risk for security incidents14. We will see individual protection become increasingly relevant as consumers look to shore up their defences and increase control over their personal information. Embracing the long-term opportunities of data The digital economy represents long-term opportunities for the Group, particularly its Blink business which delivers fast, simple and transparent claims decision making through its automated, parametric platform. We will focus on advancing the data warehouse capabilities and bolstering data analyst teams within Blink to gain the full partner and customer benefits of our data assets. In response to growing consumer concerns, we have further optimised our dark web monitoring product and monitor over 200 billion compromised personal information attributes to ensure that consumers are proactively alerted if their information is compromised and are provided with guidance to stop the spread to limit the damage. We will also balance this with strong data governance and security, including the ISO 27001 accreditation received by Blink in 2024, to ensure that the use of our data continues to be secure and ethical. Links to strategy Links to strategy Links to risks 1 2 Links to risks 1 2 5 7 1. IMF, 2024. 2. Turkish Statistical Institute, 2025. 3. ICRA, 2025. 4. International Air Transport Association, 2025. 5. Grand View Research, 2023. 6. Mintel, UK Travel Insurance, 2024. 7. BCG’s Global Insurance Distribution Customer Survey, 2022. 8. BCG’s Global Insurance Distribution Customer Survey, 2022. 9. McKinsey, 2023. 10. Salesforce, Ernest & Young analysis, 2022. 11. Statista, 2024. 12. IoT Analytics, 2024. 13. Munich Re, 2024. 14. Deloitte, Connected Consumer Survey, 2024. Links to strategy Read more page 16 Grow Optimise Transform Links to risks Read more page 34 1 Business risk 2 Operational risk – change 3 Operational risk – people 4 Operational risk – outsourced services 5 Operational risk – information technology 6 Regulatory risk 7 Data governance Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 15 Grow Driving sustainable and diversified revenues Progress in 2024 • Blink ARR growth of 62% as a greater degree of pipeline realised (and continued growth of pipeline value). • Strong momentum with Blink’s flight disruption solution launched with five new partners in 2024, and now supporting 28 partners across 22 geographies. • Blink launched in new geographies including the UK, Switzerland, Germany, Spain and Indonesia. • Regional frameworks agreed for Blink flight disruption including Asia Pacific with Zurich, and with a major US-based cyber security and credit reporting business for the inclusion of Blink’s dark web monitoring service. • Extension of our MAWDY partnership with further rollouts in Europe and Africa. • 100% partner renewal of Blink contracts, including three-year extension with Blue Cross Canada. • Steady performance for CPP India with significant partner contract renewals, including Bajaj, completed. • Product and partner development in CPP India through the launch of Health Assistance with Bajaj. • New product partnerships secured in CPP Turkey through Türkiye Insurance, Şeker Insurance and AkInsurance. 2025 priorities • Further scaling Blink’s flight disruption solution in North America, Asia Pacific and Europe. • Extension of our multi-partner distribution relationships in Turkey and India to protect against economic volatility and distributor concentration risk. • Expand our addressable markets through product extension, product innovation and development of value-added services around our core strengths. • Expand CPP India and CPP Turkey access to new and agency led distribution channels. Optimise Strengthening capabilities and building effective scale Progress in 2024 • Improvement of our technology stack through the full deployment of our new IT platform in India (with 9 million customers live on the platform). • Completion of Blink’s operational scalability programme, with progress in both pipeline and new partners. • Blink enhanced its technology stack and platform through improvements to its data warehouse, and travel and cyber user interfaces. • Launch of innovative features for the Blink partner portal including fraud prevention tools, enhanced reporting tools and right-to-left language implementation. • Blink achieved ISO 27001 accreditation, as it continued to focus on the reliability and security of its platform. • IT infrastructure improvements, with Turkey migrated to a fully managed outsourced service and the UK-based centre moving to a cloud-based managed service. 2025 priorities • Delivering simpler and more integrated customer-centric experiences. • Product extension and new product development across all three business units to expand addressable markets, including alignment to a product and tech pod model in the Blink business to accelerate the pace of innovation. • Deployment of 24/7 global support model for Blink partners. • Ongoing improvement of Blink platform and data sets, including data warehouse. • Expansion of our carbon footprint calculations in line with our evolving ESG strategy. • Continued monitoring of climate-related risks and opportunities. Our strategic priorities Building growth opportunities for a new Group We are two years into our journey from multiple low-growth, declining businesses to purpose‑led, specialised, high-growth digital businesses focused on making bad days better. 2024 was an important year for our Group. We made excellent progress against our strategic ambitions and have increased confidence in delivering our 2026 strategic ambition. Our overarching aim is to improve the organic growth rate for the business. We are aligning our products and businesses towards high-growth markets, combined with long-term investment plans to ensure that Blink, supported by CPP India and CPP Turkey, maximises its market potential to deliver enhanced margins and diversified, sustainable, and recurring revenue for our investors. Links to risks 1 2 3 5 6 7 See pages 34 and 35 Links to KPIs 1 2 3 4 5 See page 28 Links to risks 1 2 3 4 5 6 7 See pages 34 and 35 Links to KPIs 1 2 3 4 5 See page 28 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 16 Transform Aligned to high-growth markets, enabled with digital strengths and differentiators Progress in 2024 • Progress on the simplification and increased focus of the Group through divestments of KYND, Globiva and CPP Italy. • Higher cost legacy technology decommissioned with Indian customer information migrated to its new platform and UK information transferred to a third party managed platform. • UK renewals ceased and the implementation of the UK Legacy wind-down commenced, with all policies to run off by the end of 2026. • The Group moved to a new operating model, providing central functions at a significantly reduced cost. 2025 priorities • Focus on development of CPP’s decentralised and ambitious culture, ensuring that structures, capabilities and cultures evolve to support growth and maintain discipline. • Development of marketing strategy to position Blink as a B2B SaaS thought leader in parametric and digital solutions serving the global personal lines insurance market. • Understand advances in technology, including the development of generative AI and machine learning to enhance the value created for partners and investors. What this means for the Group A purpose-led business A focused and sustainable business A global, growth orientated business Differentiated, higher-margin tech‑based products A business easier to understand and work with We are confident that our strategy, focused on three key areas of activity, will position CPP as a simpler, more focused, and higher‑value company, and we will continue to be flexible and pragmatic in response to evolving stakeholder demands.” Links to risks 1 2 3 5 7 See pages 34 and 35 Links to KPIs 1 3 4 5 See page 28 Progress in numbers 10+ million customers 1.5 million (+12%) policies embedded with a Blink solution 100% Blink partner renewal rate 61% Group renewal rate (CPP India and Turkey combined) £1.6 million ARR (+62%) (Blink only) 615,000 flights tracked (Blink only) Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 17 Our business units: Blink Parametric Blink Parametric Blink Parametric is a B2B SaaS company that creates innovative, white-labelled solutions to enhance the services and customer experiences of the world’s leading insurance companies. Blink’s data-driven technology solutions deliver real-time assistance, automated claims processes and resolution services, at a time of consumer need. Financial highlights Revenue: reported £1.1m (2023: £0.8 million) EBITDA loss £(2.7)m (2023: £(1.8) million) Annualised Recurring Revenue £1.6m (2023: £1.0 million) Products Flight disruption Lost luggage Personal cyber A year of growth Geographies 22 +83% * Policies sold in year that include a Blink service. Partners 28 +64% Policies* 1.5m +12% Colleagues 36 +39% Why partners choose us Globally scalable platform Actionable, contextual data Reliable, high-efficacy products Increased engagement Increase in average premiums Improved customer satisfaction Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 18 Growing in our target market In 2022, the Group embarked on a new direction to build high‑quality, scalable businesses for sustainable organic growth and so transform into a digital, parametric assistance business, led by Blink Parametric. Blink has built an impressive pipeline of large global and regional insurance companies that, in partnership, deploy our solutions across multiple geographies, multiple platforms and multiple distributors including consumers, banks and airlines. Execution of this strategy has driven organic growth in Blink’s reported revenues by 31% to £1.1 million in FY24. Supported by a strengthening travel insurance market – projected to grow to $62 billion in value by 20281 - Blink has made considerable progress during the year, adding new partners, extending partner contracts into additional geographies, securing 100% renewals, and bolstering its operational capabilities. Our solutions are now embedded in more than 1.5 million insurance policies, across 28 partners in 22 geographies, underpinning solid ARR growth of 62% year-on-year to £1.6 million and reflecting a strong performance across all regions. At a product level, our flagship flight delay product accounts for 70% of ARR, a picture that will likely continue albeit at a reduced level as new propositions, including our CyberScan product, gain traction within partners’ product portfolios. Powering up the operation During the year we completed our operational scaling programme which was designed to enable us to deliver our solutions at scale through improving our capacity in people, processes, and structures. As expected, the investment required to complete the programme led to a further year of EBITDA loss of £2.7 million, but we are now a truly global parametric business, built for partners, and we continue to build scale. Notable milestones have been achieved in the year in response to evolving market needs and to enable trusted relationships with our partners, including the completion of our ISO 27001 accreditation. We continued to respond to our partners’ needs through the launch of fraud prevention tools, enhanced reporting through the client portal, new user interfaces for our travel and cyber products, and the implementation of new languages and currencies. We also made strides in the pace and effectiveness of our product and technology roadmaps through bringing our technology and product capabilities closer together to create a more centralised and collaborative approach to optimisation and innovation. As well as investing in our technology, we have invested in our talent and attracted experienced leaders across the business including a Chief Technology Officer who will lead Blink’s technology strategy. We have also onboarded additional data analysts to further our data warehouse capabilities and understanding of machine learning and AI which will shape our data-driven future. We also expanded our go-to-market account management teams to provide focused resources to drive the pipeline in the North American and Asia Pacific markets. Towards realising the pipeline Blink continued to secure high-profile contracts in the year, including AXA Partners, a part of the AXA Group which is one of the largest global travel insurers. The agreement provides Blink’s flight delay product to AXA’s partner, Hong Kong Express (a leading airline across Asia, and our first deployment with an airline), in nine geographies as part of its ‘U-First’ product. We also entered agreements with new partners in multiple European markets including HeyMondo in Spain, and in Germany with Berlin Direkt Versicherung, an online insurance specialist (part of the HanseMerkur Insurance Group, a leading German insurer). In the UK, Blink contracted with two travel insurance brands - Travel Insurance Saver (a Rothwell & Towler Ltd brand) and InsurTech Gigasure, whilst also signing a global framework agreement with Protect Group, a leader in ancillary travel products to travel operators, airlines, and online travel agents. Contract extensions were achieved through a regional agreement with Zurich in Asia Pacific with deployment in Indonesia, following an initial launch in Singapore. Our distribution strategy of deploying our products across multiple geographies with a single partner was also realised as we launched into European and African markets with MAWDY (the assistance arm of MAPFRE Group) following an initial rollout in Ireland. I am proud of the progress we have made in strengthening our growth potential and broadening our capabilities, whilst keeping partners at the core of what we do to deliver value-added customer experiences.” Sid Mouncey Blink Parametric, CEO 1. Source: Grand View Research, 2024 (figure omits Chinese travel insurance market). Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 19 Our business units: Blink Parametric continued We are now a truly global parametric business, built for partners, and we continue to build scale. In December 2024, we signed a global framework agreement with a large US-based cyber security and credit report business, for the inclusion of our white-labelled dark web monitoring solution, ‘Blink CyberScan’, into its suite of cyber services. Through our platform, we provide a service that monitors the deep and dark web and over 200 billion records to identify if an individual’s personal data has been compromised and the action that needs to be taken. The agreement will initially see Blink’s services offered in four European markets and allowing for further rollout across their global network, and although the financial impact is negligible in FY24, we remain excited by the market ahead of us for Blink CyberScan and the opportunity it provides to diversify the revenue portfolio. Our achievements in 2024 stand testament to the hard work and dedication of Blink’s talented team and demonstrate our ability to retain 100% of partners, extend product and market reach with existing partners and attract new partners to the platform, and so build a sustainable path to ARR. Value in action 2023 underlying ARR Existing customers Renewal by value New customers % reflects growth in ARR from existing and new partners. 2024 underlying ARR £1.0m +5% £1.1m +57% £1.6m Route to ARR A path to value The partner value we create MAWDY - a global insurance, reinsurance and services company and part of the MAPFRE Group – is an expert in taking care of its corporate partners’ customers. To further this expertise, MAWDY viewed parametric insurance as a natural next step to provide automated claims and real-time assistance alongside its travel insurance offering. MAWDY and Blink worked as one team to roll out Blink’s real-time flight disruption solution through its direct travel insurance, InsureandGo Ireland, in January 2024. When an eligible policyholder’s flight is disrupted by more than three hours, they are offered real-time service assistance options to alleviate the inconvenience of the disruption. Our value impact (based on a 12-month period) Data Top destinations MAWDY can now see the top ten destinations that make up 50% of trips. Underwriting data Information on destinations can be used to steer pricing decisions, giving underwriting advantage and customer profiling. Improved marketing Data feeds into marketing activity with campaigns and imagery targeted to these destinations. Commercial 54% Registration rates 21% Increase in average premium 11% Increase in take-up of premium travel insurance products (where Blink flight delay was embedded in premium line) Customer 90% Customer satisfaction Customer “The airline didn’t care one bit, didn’t even offer us tea/coffee so we were chuffed that our insurer was thinking of us.” Source: MAWDY Customer experience survey 2024, >3,000 respondents. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 20 62% ARR growth Outlook We see significant headroom in the market as insurers increasingly look to integrate flight disruption and lost luggage solutions to differentiate and respond to consumer concerns over increased flight delays and cancellations. In Europe alone the number of insurers seeking to offer parametric flight delay in their portfolios is set to double in the next three years1. Blink’s growth will for the foreseeable future be dependent on realising its existing pipeline and securing new business. Whilst timing is hard to forecast, we are confident that we have created a business that with further capacity investment has the opportunities for substantial medium-term organic growth through partner expansion, geographical penetration and product extension. Innovation is paramount to Blink so we can enhance the reach and trust we have with our partners as their needs and challenges grow. We will continue to invest in our talent development and data capabilities which will both be powerful assets as the business scales rapidly. 1. European Insurance and Occupational Pensions Authority, The Digitalisation of the Insurance Sector, 2024. We see significant headroom in the market as insurers increasingly look to integrate flight disruption and lost luggage solutions to differentiate and respond to consumer concerns over increased flight delays and cancellations.” Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 21 Our business units: CPP India CPP India CPP India offers its partners across the financial services industry a range of bundled products from cancellation of lost or stolen payment cards, to health care services, phone and gadget protection, and extended warranties. All products come bundled with a range of value-added wrappers created through our extensive insurer and service provider ecosystem. Financial highlights Revenue £145.4m (2023: £161.0 million) EBITDA £6.6m (2023: £5.8 million) Products Card Protection FoneSafe LivCare Asset Care Health Why partners choose us Expertise in bundling value‑added propositions Market leading IT platform to meet evolving partner needs Expert partner knowledge Commercial returns including improvements in partner revenue Strategic report Corporate governance Group overview Financial statements Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 22 Steady performance In 2024 we delivered £145.4 million (2023: £161.0 million) of revenue due to a softer performance in our retail LivCare and Asset Care product lines, which reduced FY24 revenues by 6%. This was offset to some degree through steady new retail sales generated in our Card Protection and FoneSafe products which grew 41% and 15% respectively over the year. Our EBITDA grew 13% to £6.6 million (2023: £5.8 million), supported by 10% renewal income growth, whilst the change in revenue mix brought about by the LivCare reduction and improved revenues from higher-margin products increased CPP India’s gross profit margin to 10.5% (2023: 9.3%). Building products and partnerships During 2024, we solidified the position of some of our longer-term partnerships through contract extensions, including Bajaj until the end of 2027, providing improved certainty over a significant proportion of India’s future revenues. Tata Capital and AU Small Finance also renewed their contracts until 2026 and 2029, respectively. The year, too, offered opportunities for product innovation, with the launch of a Health Assistance product with Bajaj to provide personal accident and convalescence cover. New partnerships were also secured with DBS bank to distribute Card Protection as a retail product, with sales targeted to commence in 2025, and we accessed ICICI’s wholesale channel to distribute Card Protection further across its customer base. Maintaining operational focus During the year, we made good progress in ensuring that the business was appropriately structured with the operating capabilities and resources to support our plans as we move forward. This included the new IT platform, which successfully deployed in full in 2024, enabling us to fulfil multiple partner change requests, deliver technological optimisation required for lower AWS costs, and for the centre to decommission its higher cost UK-based legacy platform. 2020 2021 2022 2023 2024 101.6 109.0 134.8 161.0 145.4 6.3 5.4 5.6 5.8 6.6 9.5 9.6 9.8 8.8 We also focused on simplifying the Indian business further through the accelerated disposal of our 51% interest in the business process management company Globiva for a total cash consideration of £3.8 million, supporting the Group’s transformation towards a digitally led assistance business. Our aim is to provide a working environment that supports and develops our people, helping us to meet our business objectives. We are proud that we have less than a 5% attrition rate from our highly motivated and delivery-focused team, ensuring that we retain the knowledge and expertise of our people to better support evolving partner and customer needs. Outlook Looking forward, we expect to see a moderate performance against the backdrop of forecasted slower GDP growth of 6.3-6.8% in 2025/261 as it is weighed down by global risks (down from 8.2% in 2023). This is combined with a challenging marketplace, as consumer lending is to be impacted by higher rates of non‑performing loans, which may constrain access across some partner channels. Our model is resilient, and we will focus on targeting new distribution channels including collaborating with Bajaj further to access open market sourcing which is not dependent on loan/credit applications. The business will also focus on customer experience and product development, identifying opportunities where we can produce attractive returns from established and new partner relationships, including the rollout of our Health Assistance product with additional partners in 2025, including SBI Card. In addition, we will continue with initiatives to understand the attractiveness of propositions linked to the Unified Payments Interface (UPI) which now accounts for 83% of the digital payments system in India2. We are focused on working hard to deliver a differentiated product and service offering and experience to our partners and customers. By delivering against our priorities for 2025, we will seek to realise our business’ future potential. 1. Annual Economic Survey, January 2025. 2. Reserve Bank of India’s (RBI) payment system report 2024. Revenue (£’m) EBITDA (£’m) Live policy numbers (m) Progressing CPP India Deepak Matai CPP India, CEO We have made significant investments in successfully modernising our underlying technology, providing foundations to support our future growth.” 8.8 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 23 Our business units: CPP Turkey CPP Turkey A multi-product, multi-partner, and multi-channel business with a growing reputation for real-time assistance and micro-insurance products across the mobile, digital, and financial services sectors. Financial highlights Revenue £8.6m (2023: £4.7 million) EBITDA £1.4m (2023: £1.2 million) Products Card Protection ID safe Mobile Payments Protection ATM Protection Digital Protection Health Assistance Auto Protection SME Assistance Home Assistance SME Cyber Blink personal data monitoring Blink flight disruption Why partners choose us Strong customer experiences and contact centre capabilities Expert industry and partner knowledge Expertise in bundling value‑added propositions Commercial returns including improvements in revenue and customer retention Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 24 Resilient performance in turbulent times The quality of our CPP Turkey business has shone through with a resilient revenue performance created through strong organic growth with revenue, on a constant currency basis, improving by 151% to £8.6 million in FY24 (2023: £4.7 million) and EBITDA increasing to £1.4 million (2023: £1.2 million). This is despite some challenges that could have had a detrimental impact on our performance including subdued GDP growth, a sustained high-inflationary environment and adverse currency movements. That the business has been able to deliver growth not only from existing partnerships but also from new partnerships reflects the strength and quality of the proposition, the partner relationships, and an increased focus on organisational culture to support colleague well-being and increase management transparency. Diversified portfolio powering our profitable partnerships Our expertise in delivering a broad range of bundled, value-added products, combined with incisive partnership growth plans to support our partners against a challenging economic backdrop, has supported the continued growth of CPP Turkey. We secured new partnerships with Türkiye Insurance to deploy our Health Assistance product, and we further optimised the product experience specific to the partner’s requirements through enhancements to our supplier roster to better support the strong growth in sales. We also reached agreements with Şeker Insurance to launch our Mobile Payments Protection and Farmers’ Protection products, and with AkInsurance to include our SME Cyber Protection product into its insurance coverages. Our strong relationships, and multi-product portfolio, enabled us to penetrate our partners’ channels effectively, with partner channels accounting for 40% of sales in FY24. This includes 41% growth in the agency channel which remains a core distribution route into the wider insurance market. Continuing to penetrate our partners’ agency channels will form a core part of our distribution strategy into 2025, in addition to driving growth in our digital channels and 150-seat in-house contact centre. Also key to our performance has been our commitment to prudent cost management and our steady renewal income. We retained 60% of customers in market conditions where lower levels of consumer confidence and disposable incomes prevail through improvements in the customer experience and the provision of enhanced benefits to add further customer value to our propositions. We have also completed work on an enhanced policy platform to support local market requirements and the growth of our partner and new channel pipelines. Outlook We expect the continued growth of our CPP Turkey business despite ongoing economic headwinds, with GDP forecasted to slow to 2.6% in 20251 as necessary macroeconomic stabilisation policies are expected to slow domestic demand and limit household consumption. Opportunities remain for us, supported by our strong reputation and our commitment to product innovation and new partner relationships which will see us deliver strategic roadmaps with partners early in 2025. We will continue to focus on ongoing cost management and providing exceptional customer experiences to shore up our renewal income and see more of our partners’ customers retain their products for longer. 1. OECD Economic Outlook Report, December 2024. Sustaining a strong performance 2020 2021 2022 2023 2024 3.8 3.6 3.2 4.7 8.6 0.9 0.8 0.7 1.2 1.4 0.7 0.8 1.1 1.4 Revenue (£’m) EBITDA (£’m) Live policy numbers (m) The resilience of our colleagues, customers and partners has enabled another year of profitable growth.” Esin Karakaya and Mehmet Gorguz CPP Turkey, Co-CEOs 1.7 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 25 Product diversification is key to a resilient performance My Digital 46% My Health 29% My Finance 25% My Travel <1% Sustainability and TCFD report Governance The Group Board is responsible for overseeing climate-related risks. Climate-related risks are embedded within the Group’s risk management framework, ensuring that our level of oversight and approach to identifying and monitoring them are consistent with the Group’s other risks as outlined in the Risk Management and Principal Risks section of the Annual Report (pages 33 to 35). Any ESG and climate-related risks and opportunities are reported to the Group’s ESG Committee for review. The ESG Committee reports on the ESG progress, risks and opportunities to the Group’s Operations Board and EMC as appropriate with any areas of high risk escalated to the Group Board. Strategy In addition to ongoing monitoring and consideration under the Group’s risk management framework, we conduct a qualitative scenario analysis on an annual basis to review existing climate‑related risks and opportunities and to identify new ones. Two scenarios are considered: • Climate Chaos, a scenario which will see a temperature rise of 4°C by 2100; and • Proactive Transition, achieving global net zero by 2050 in line with a 1.5°C warming by 2100. The impacts of the risks and opportunities are assessed against three time horizons: short-term (2024–2026), medium-term (2026–2035) and long-term (2035–2050). Risks and opportunities Net zero legislation and regulation It is likely that over the coming decades countries will start to implement more legislative and regulatory responses to achieving net zero. As a global company, we expect to face differing and localised environmental policies, legislation and carbon taxation, which may be a particular risk for Blink as the business grows and rapidly expands into new territories. As a service business our carbon emissions are relatively low. We monitor emissions (detailed in the table opposite), allowing us to identify areas of potential reduction, which helps to minimise the risk of climate legislation adding material cost or complexity to products and services. We have well-established processes for the identification of impending regulatory change and implementation of required changes. Extreme weather events We considered the impact of a range of extreme weather events occurring with increasing frequency across the short, medium and long-term. The completion of the Group’s CMP has changed the geographic makeup of Group revenue with the closure of some Legacy businesses; however, Group revenue continues to be generated from a range of geographies, providing a natural mitigant to localised extreme weather events and as we grow our Blink business this is likely to be more diverse. The completion of the project to decentralise the Group’s IT infrastructure has led to IT and data centres being cloud based and multi-located providing an inherent degree of protection against disruption to operations from localised extreme weather events. In the short-term significantly prolonged extreme weather in India impacting our in-store distribution routes is still considered limited given the in-country geographic spread of sales. CPP India and CPP Turkey both operate My Health products that offer health check assessments and doctor consultations, amongst other services. The potential impact of extreme weather events and air pollution on the health of consumers has the potential to drive greater consumer demand for these products over the medium to longer-term. Decline in the air travel market A decline in the air travel market as a result of extreme weather events, a shift in climate patterns, increased climate regulation, or general negative consumer sentiment is considered to be unlikely in the short to medium-term. The impact of disruption to travel is complex. It could lead to a reduction in the global air travel market but potentially increase the demand for delay or cancellation insurance by those travellers who continue to fly, increasing the desirability of Blink’s core product. There is little perceived risk in the short-term. We will continue to review market trends, adapt our product offering in line with consumer needs and develop new products where appropriate which will balance reliance on travel in the longer-term. Extreme weather events may also create an opportunity for new parametric product development, either by consumer demand in relation to extreme event insurance or through the provision of new data sets for Blink to use in the creation of products. Monitoring sustainability risks and opportunities We are committed to maintaining best practice governance and oversight in our approach to building a sustainable business. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 26 Risk management All risks are now integrated into the Group’s risk management framework. All opportunities are being monitored by the ESG Committee, which will continue to engage with the relevant business leads around realisation plans. Our carbon emissions1 Emissions (tCO2e) Total Emissions share 2024 2023 (restated*) Scope 1 – Combustion of gas 0.0 0.0 Scope 2 – Purchased electricity (location based) 68.2 44.2 Total Scope 1 and 2 (location based) 68.2 44.2 Scope 3 – Business travel2 179.7 241.4 Total gross tCO2e (location based) 247.9 285.6 Revenue (£’m) 156.4 173.4 GHG emission intensity (tCO2e/£’m revenue) 1.6 1.6 Metrics and targets We are committed to monitoring and, where possible, reducing our carbon emissions. * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. 1. CPP Group is exempt from the Streamlined Energy and Carbon Reporting (SECR) framework as we produce less than 40,000 kWh energy use in the UK. All calculations have been made in line with the GHG Protocol Corporate Accounting and Reporting Standard methodology. 2. Data has been collected on air, rail and hotel travel in the UK and Ireland, and air travel for the remaining regions. Notes CPP Group comprises CPP India, CPP Turkey, Blink and UK Legacy. Including discontinued operations (predominantly Globiva), total gross tCO2e would have been 1,062.5 (2023: 1,131.5) and GHG emission intensity would have been 6.3 (2023: 5.8). Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 27 Key performance indicators Tracking our KPIs We use five metrics to show our progress against our strategic priorities. 1. Live policies 10.6m +2% Measure The total number of active policies that provide continuing cover or services to policyholders. Performance The live policy base has increased by 2% year-on-year. Customer growth in CPP Turkey of 24% following an expansion of the Türkiye Insurance partnership has been largely offset by the expected decline in the UK book as renewals ceased and it entered active run-off. CPP India customer growth was flat at 1% with growth in the Mobile base being offset by the transfer by Bajaj of part of the LivCare business to local insurers. 2. Annual renewal rate 61.2% -1.1% Measure The net amount of annual retail policies remaining on book after the scheduled renewal date, as a proportion of those available to renew. Performance The annual renewal rate for 2024 has decreased marginally by 1.1 percentage points (ppt) reflecting the mix impact of the UK ceasing renewals at the beginning of 2024 – the UK had a positive effect on the Group rate in the prior year. The renewal rate of the Core business has increased by 0.6 ppt to 61.2%. 3. Cost/income ratio 34.5% +0.2% Measure Cost of sales (excluding commission) and administrative expenses1 as a percentage of revenue. Performance Our cost/income ratio has remained flat at 34.5% as the mix of business remained focused towards CPP India and CPP Turkey. 1. Administrative expenses excluding depreciation, amortisation and exceptional items. 4. EBITDA margin 0.9% +0.1% Measure EBITDA as a percentage of revenue. Performance Our EBITDA margin has improved marginally by 0.1 ppt year-on-year due to a reduction in central costs more than compensating for the increased investment into Blink and run-off of the high-margin UK business. The central cost reduction has resulted in the Core EBITDA margin improving by 0.9 ppt. 11.1m 10.3m 10.6m 24 23 22 54.6% 62.3% 61.2% 24 23 22 41.5% 34.3% 34.5% 24 23 22 2.2% 0.8% 0.9% 24 23 22 5. Revenue from major products £156.4m -10% Measure Revenue from the Group’s major products and services (defined in note 5 to the financial statements). Performance Revenue in My Tech has grown by 13% in the year reflecting increased sales of FoneSafe in India. My Health has declined by 27% following the transfer by Bajaj of a portion of the LivCare book to local insurers. As expected, My Finances and My Digital have reduced by 12% and 17% respectively as policy renewals ceased in the UK. My Finances My Tech My Health My Home My Digital My Travel Other 24 23 22 £156.4m £146.7m £173.4m Links to strategy Read more page 16 Grow Optimise Transform Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 28 Chief Financial Officer’s statement David Bowling Chief Financial Officer A year of consistent performance through focused strategic execution Overview The Group made sound progress in the year as it transforms into a digitally focused business led by Blink. The CMP was completed earlier than planned and non‑Core operations have been sold or closed. The Core business has made important strides as the foundations have been built for future acceleration, with the new Indian IT platform fully deployed, central costs reducing through right-sizing as the business simplifies and the decommissioning of expensive legacy IT systems and, importantly, Blink continues to grow. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 29 Chief Financial Officer’s statement continued Overview continued The withdrawal from the UK Legacy business and ongoing investment to scale Blink to its potential will see cash continue to reduce in the medium-term, a position which can be managed through the Group’s existing resources. Group revenue decreased by 10% (6% constant currency) to £156.4 million (2023 restated: £173.4 million). The reduction in revenue followed the decision by Bajaj to transfer a portion of the LivCare book of business to locally based insurers. The impact of this loss was reduced by strong growth in FoneSafe sales in India and an excellent performance in Turkey. EBITDA was broadly flat at £1.4 million (2023 restated: £1.3 million) with a substantial reduction in central costs, as the UK-based legacy IT platform was decommissioned, being offset by the expected reduction in the UK Legacy business as it entered run-off and continued investment into Blink. Continuing operations 2024 2023 (restated1) Revenue (£ millions) 156.4 173.4 Gross profit (£ millions) 20.8 24.0 EBITDA (£ millions)2 1.4 1.3 Operating loss (£ millions) (2.8) (6.1) Loss before tax (£ millions) (2.7) (5.7) Taxation (£ millions) (1.9) (2.2) Loss for the year (£ millions) (4.7) (7.8) Basic loss per share (pence) (51.90) (88.67) Cash (used in)/generated by operations (£ millions) (6.7) 5.5 1. Restated to reflect Globiva, Italy and Spain as discontinued operations. 2. Excluding depreciation, amortisation and exceptional items. Gross profit reduced to £20.8 million (2023 restated: £24.0 million) as the UK Legacy business entered run-off. However, Core gross profit increased by 6% to £19.6 million (2023 restated: £18.6 million) at an improved margin of 12.6% (2023 restated: 11.1%) reflecting the mix benefit of our growing Turkish and Blink operations, along with a higher margin in India following the reduction in contribution from LivCare (CPP’s lowest-margin product). The Group’s gross profit margin is expected to continue its improvement as Turkey and Blink progress. EBITDA was broadly flat at £1.4 million (2023 restated: £1.3 million); however, on a constant currency basis it would have been a further £0.4 million higher, as the Indian rupee and Turkish lira have continued to weaken against sterling. As expected following the decommissioning of legacy IT platforms in the first half of the year and the wind-down of the UK Legacy business, administrative expenses, before depreciation and exceptional items, have reduced by 15%. As part of this, central costs before recharges have reduced by 29% to £6.9 million (2023: £10.1 million) which has been partly offset by increased IT costs in India to run the new Indian IT platform and operational scaling in Blink. The Group’s central costs will reduce further in 2025 as the full year benefit of restructuring activities and decommissioning of the legacy IT system works through. Depreciation and amortisation charges have increased to £2.4 million (2023 restated: £1.4 million). The increase reflects the full deployment of the Group’s new technology platform in India. Exceptional items The CMP has been a major undertaking for the Group and led to substantial exceptional costs of £6.0 million last year. There have been further exceptional costs in 2024 of £1.8 million as the CMP reached its conclusion. These charges comprised £1.2 million restructuring costs in the UK and Centre; and £0.6 million Deferred Bonus Plan charges; a share-based retention measure. The depreciation and exceptional costs result in an operating loss of £2.8 million (2023 restated: £6.1 million loss). Consequently, the Group is reporting a loss before tax of £2.7 million (2023 restated: £5.7 million loss), and a loss after tax of £4.7 million (2023 restated: £7.8 million loss). Tax The tax charge for the year is £1.9 million (2023 restated: £2.2 million), which is an effective tax rate (ETR) of negative 70% (2023 restated: negative 38%). The tax charge includes £1.7 million (2023 restated: £1.8 million) relating to India and £0.2 million (2023: £0.4 million) relating to Turkey. The Group continues to generate losses through Blink and its UK-based central costs which more than offset the taxable profits generated in India and Turkey. The Group cannot currently recognise deferred tax assets against its loss-making entities which leads to the negative ETR as tax is charged in India and Turkey. The high and volatile ETR is expected to decrease in the medium to long-term as central costs reduce and Blink moves towards profitability. The results demonstrate the resilience of our Core businesses and the investments in the longer‑term value of the Group.” Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 30 Discontinued operations In the year, the Group completed the disposal of its Legacy Italian business and its 51% interest in Globiva. These businesses, along with Spain, have been classified as discontinued in the current year. The total profit after tax from discontinued operations of £1.1 million comprises £0.5 million profit on Italy, £1.3 million profit on Spain and £0.7 million loss on Globiva. 2024 £’m 2023 £’m Revenue 11.5 19.6 EBITDA 1.2 3.4 Operating result/(loss)1 — (0.3) Profit/(loss) after tax1 1.2 (0.3) Loss on disposal (0.1) — Profit/(loss) for the year 1.1 (0.3) Net assets held for sale — 2.6 1. Stated before the impacts of loss on disposal. Further details of the discontinued operations by business are included in note 14 on page 82. In addition to the discontinued operations, the Group also completed the disposal of its equity investment in KYND for a cash consideration of £2.6 million. Net assets The Group’s balance sheet has moved to a marginal net liabilities position of £nil (2023: £7.5 million net assets) reflecting the losses for the year and the derecognition of the non-controlling interest following the disposal of Globiva. Dividend Due to the required investment in Blink the dividend remains suspended until further notice. If circumstances change, the Board will review and update shareholders when appropriate to do so. Foreign exchange The general weakening against sterling of the Group’s main trading currencies, the Indian rupee and Turkish lira, has led to an adverse exchange rate movement in the Group’s results. The Indian rupee has depreciated by 4% (2023: 6%) whilst the Turkish lira has continued to weaken with a further 40% reduction in 2024 (2023: 48% reduction). The reported results compared to 2023 include the following adverse foreign exchange movements: £7.2 million (2023 restated: £9.4 million) within revenue; and £0.4 million (2023 restated: £0.5 million) at an EBITDA level. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 31 Cash flow and net funds 2024 £’m 2023 £’m EBITDA 2.6 4.8 Exceptional items1 (1.7) (7.2) Non-cash items 0.1 0.1 Working capital movements2 (7.7) 7.8 Cash (used in)/generated by operations (6.7) 5.5 Tax (3.0) (1.9) Operating cash flow (9.7) 3.6 Capital expenditure (including intangibles) (2.1) (3.9) Lease repayments (1.0) (1.4) Disposal of discontinued operations and equity investment 3.5 — Net finance revenues 0.4 0.7 Costs of refinancing the bank facility — (0.1) Purchase of own shares (0.2) — Net movement in cash3 (9.1) (1.1) Net funds4 8.7 15.3 1. Cash-based exceptional items are restructuring and closure costs. The prior year included onerous contracts. The other exceptional items in the year were non-cash. 2. Working capital out flow includes £2.4 million relating to payment of exceptional items. There are £3.6 million remaining exceptional items unpaid (2023: £5.9 million). 3. Excluding the effect of exchange rates. 4. Net funds comprise cash and cash equivalents of £9.7 million (2023: £19.0 million) and a borrowing asset of £nil (2023: £0.1 million) less lease liabilities of £1.0 million (2023: £3.8 million). The net funds position has decreased to £8.7 million (2023: £15.3 million), which includes cash of £9.7 million (2023: £19.0 million). Although the Group’s cash flow has benefitted from the disposal of Globiva, CPP Italy and our investment in KYND, the Group had a net cash outflow for the year of £9.1 million (2023: £1.1 million) due to working capital payments and IT development costs in India. In addition, there have been costs to run off the UK Legacy book with cash collections ceasing in 2023 and redundancy costs paid in Spain, to UK-based staff in the centre, including the IT team, and the UK Legacy business. The ongoing scaling of the Blink business to capitalise on its market opportunities has required cash investment through the year. The Group remains confident the investment in Blink will drive substantial returns in the medium to long-term. The Group had cash balances of £9.7 million with cash generation coming from the Group’s profitable operations in India and Turkey. Consequently, whilst cash is routinely repatriated to the UK, increasingly the Group’s cash is held in India. Elements of this cash were previously considered restricted; however, there is a mechanism available to the Group through which it can access its surplus Indian cash in the UK which will reduce the Group’s future reliance on its £5.0 million revolving credit facility (RCF). The RCF was undrawn at the balance sheet date. David Bowling Chief Financial Officer 24 March 2025 Chief Financial Officer’s statement continued Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 32 The Board devotes a section of its standing agenda to the oversight of the Group’s risk position, dedicating time to consider the most notable current and emerging risks along with assessing and challenging management’s mitigation plans. During the year the Board has considered a broad range of risk, giving focus to: Risk management framework The Group has a formal framework for the identification, assessment and management of risk which is in use across all business units. Reflecting the notable variations in risk environment within the countries that CPP operates, each business unit is responsible for managing its risks, with challenge and assurance oversight from Group control functions and independent review by Internal Audit. Individual business units are responsible for reviewing their risks and attesting to the effectiveness of their controls on a quarterly basis supported and challenged by the Group’s Risk function. The Group Internal Audit function provides independent monitoring and reporting into the Group’s Audit Committee. Along with reporting at a business unit level and to the Group’s Operational Board, the Group Risk function also collates the Group’s risk position for reporting to the Group Board. Risk environment The Group operates across multiple countries and, as such, is impacted by events in each country along with their macroeconomic environments. Turkey continues to experience economic volatility and hyperinflation. CPP Turkey retains a successful strategy of continued product and partner diversification promoting new business to counter the impact of the economic environment. Volatility in sterling against the Group’s other relevant currencies (Indian rupee and Turkish lira) has been closely monitored, with fluctuations creating a notable impact on the Group’s profit and cash management. Risk management and principal risks Managing key risks This report explains the Group’s risk oversight arrangements along with an overview of what we consider the principal risks facing the Group. Change risks The CMP was successfully delivered in 2024 with decommissioning of the Group’s legacy IT systems and migration of data to key third party partners. The implementation of the CMP created a substantial level of change execution risk across the Group which was effectively managed. The programme was large and complex, with multiple project workstreams spanning different Group entities with intricate interdependencies and risks. People risks Our colleagues are the Group’s most valued resource. Risk discussions have considered key person dependencies (KPDs), resource stretch and skill exposures inherent with the CMP, the wind-down of regulated businesses and the growth of our Blink business. Information technology risk With the completion of the CMP there has been a focus on the future information technology strategy of the Group and the risks associated with choosing and developing new IT solutions, particularly in relation to the transition of the Turkish business to an outsourced managed IT service and the Group’s corporate infrastructure. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 33 Risk management and principal risks continued Principal risk areas 1. Business risk Mitigation Business risk is posed by changes in the external environment in which the Group operates, which could damage the success of the business. The Group is exposed to multiple potential sources of business risk including: • reliance on key business partners. The Indian business continues to have strong business relationships with some of India’s most significant non-banking financial services businesses and although this has yielded successful growth, the Group recognises the concentration risk that this has brought; • competition from new market entrants or innovative service propositions or an inability to translate new and innovative products into scalable products in market; and • revenue volatility due to macroeconomic conditions, such as the hyperinflationary environment in Turkey. The Group addresses this risk through its strategic and business planning processes. Business plans are formed for all Group entities on an annual basis and reviewed, challenged and monitored by both Executive Management and the Board with particular focus on areas of known risk exposure to ensure sustainable revenue growth and diversification. In 2024 the Group continued to place significant focus on the growth of its parametric business, Blink, which provides modern and innovative new product channels for the Group on a global scale. 2. Operational risk – change Mitigation The Group successfully completed its ambitious CMP in H1 2024 which included substantial technical development and strategic change within business units, including book closures, decommissioning of legacy IT systems and transfers and divestments, that were designed to accelerate the natural cessation of the Group’s Legacy businesses. The scale of change created many areas of potential risk which have been effectively managed and as such there has been a significant reduction in change risk during the year. Any residual risks relating to change are now managed under the Group wide risk management framework. 3. Operational risk – people Mitigation The Board continues to pay particular attention to the risks associated with our colleagues across the Group. Discussions have considered: • resource stretch and capacity gaps reflecting Blink’s current and future plans for growth and reliance on key individuals; • potential skill exposure where activities are not within colleagues’ core experience as the Group transitions to an Insurtech business; and • KPDs focusing on where the Group relies on small teams to execute key activities. Additional senior resource has been provided to Blink by the Group and a number of key roles have been recruited to ensure the business is able to deliver its plan for growth. In addition, as part of its strategic planning the Group has sought to geographically spread its technical resource and where appropriate use outsourced service support to help reduce the pressures of a single market and limit KPD. Where appropriate, and possible, the Group has also used specialist resource to supplement skill sets and mitigate KPDs. 4. Operational risk – outsourced services Mitigation Across the Group there are a variety of material third party suppliers that provide core services to our propositions. Consequently, the Group pays close attention to supply chain risk and exposure. Regular risk reviews are in place for core suppliers along with annual due diligence assessments for key providers. Links to strategy Read more page 16 Grow Optimise Transform Increase Stable Improving Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 34 5. Operational risk – information technology Mitigation Information technology includes the risks associated with the design, operational resilience and security of the Group’s IT infrastructure. The Group completed its planned changes to IT infrastructure in 2024, including the completion of a new customer service platform for the Group’s Indian business, transitioning the Group’s Turkish business to a new managed service IT platform and moving the Group’s corporate infrastructure to a cloud-based managed service. As the Group moves to a more modern fit-for-purpose infrastructure, a comprehensive understanding of the Group’s IT risks remains a central focus. Particular consideration has been given to: i) Cyber risk Cyber risk incorporates a wide array of potential threats to Group businesses which can include network or perimeter threats or a breach of online controls. Controls to mitigate cyber attacks are in place and managed by specialist colleagues with challenge and oversight by specialist resource within the risk team; this remains an ever‑evolving area of risk which is closely monitored. ii) Business resilience Ensuring ongoing resilience of systems. The majority of the Group’s IT now utilises cloud-based infrastructure with data centres across multiple locations in numerous countries improving resilience and providing mitigation in the event of unforeseen disruptions or incidents. The Group’s cloud-based infrastructure and in-house architecture are managed across several countries and supported by a combination of internal and external technology teams. Ongoing monitoring of systems resilience is in place along with disaster recovery planning and testing on a regular basis. 6. Regulatory risk Mitigation Regulatory risk covers the risk of failure to comply with the regulation and legislation governing our Group businesses or our business partners. The Group focuses on compliance with the regulation and legislation governing our business activities across all territories to help ensure strong customer outcomes in all our activities. We continue to see an increase in regulatory scope, focus and activity across our primary trading geographies, with the continued evolution of the regulatory environment in India and Turkey being closely monitored. Regulatory risk is expected to increase further as Blink grows and expands into new territories and falls under new regulation and legislation local to those territories. Horizon scanning for relevant regulatory change is in place across the Group with regular updates to the Group’s Operations Board and Group Board on key regulatory changes and where appropriate change plans to ensure ongoing compliance. 7. Data governance Mitigation Data governance remains a key area of focus. GDPR and similar regulations are well established in European entities and Turkey. Changes and processes have continued to be implemented throughout the year to ensure preparation for compliance with the Indian Data Bill and the project remains in place to deliver further requirements in 2025. As Blink moves into new markets and territories, data governance may become increasingly complex; consequently data governance requirements are considered at the outset of all new partnerships to ensure requirements and best practice are met. The Group has both local and central focus on data management and data governance. Links to strategy Read more page 16 Grow Optimise Transform Increase Stable Improving Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 35 Section 172(1) statement Maintaining stakeholder relationships The Directors fully understand their responsibilities under section 172(1) of the Companies Act to promote the success of the Company for the benefits of its members, having regard amongst other matters to: • the likely consequences of any decision in the long-term; • the interests of the Company’s colleagues; • the need to foster the Company’s business relationships with suppliers, customers and others; • the impact of the Company’s operations on the community and the environment; • the desirability of the Company in maintaining a reputation for high standards of business conduct; and • the need to act fairly between all members of the Company. The Board confirms that it has had regard to the matters set out above during the year. The Board has identified its key stakeholders as the Company’s shareholders, colleagues and business partners. Further details of each of these key stakeholders, along with the forms of engagement undertaken by the Board, are set out within this report. Our shareholders Why they matter to us Our shareholders provide valuable insight into the market and the impact of our strategy, which are key to enabling us to grow and invest in the future success of the business. Types of engagement • Annual General Meeting. • Regular communications such as Annual Report and Accounts, half-yearly trading results, trading updates, RNS and RNS Reach announcements, press releases, and investor fact sheets. • The investors section of the Company’s website. • Non-Independent Non-Executive Director intermediation with respective sponsoring shareholder. How the Board engages • CEO and CFO meetings with major shareholders and retail investors to outline performance and future direction of the business. • CEO and CFO feedback to the Board on shareholder interactions. • A nominee Director of one of the major shareholders continues to be a member of the Board. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 36 Our colleagues Why they matter to us Our colleagues continue to be our most valuable resource, being key to the continuing success and growth of our business. Types of engagement Maintaining colleague engagement remained a focus for the business in 2024, as it continued to go through a period of substantial change. With this in mind, the following activities took place to support our colleagues: • All colleagues across the Group continue to be invited to join regular video calls with the Group CEO and EMC. • Blink introduced monthly ‘All Hands’ calls to ensure that all Blink colleagues had visibility of activity and growth taking place with the business. In addition, Blink organised two events during 2024 to bring Irish and UK colleagues to help develop the culture within Blink. • Events were held for colleagues across the Group to celebrate performance and growth. • Individual redundancy consultation was sensitively managed for colleagues at the Centre. • Outplacement support was provided for all colleagues leaving through the CMP, to help them secure employment elsewhere. • Long service celebrations were held across the Group for colleagues reaching 10, 15 and 20 years of service. • Board members continue to be visible which provides colleagues the ability to meet the Chairman and other Board members informally. How the Board engages • Continued investment in cultural development. • Office visits to interact with local teams, with visits to the offices in the UK, Turkey, India and Ireland during 2024. Our business partners Why they matter to us The long-term sustainability of our business depends on building and maintaining long-lasting mutually beneficial relationships with our partners. Types of engagement • Commercial discussions. • Face-to-face meetings. • Press releases. • Communications such as Annual Report and Accounts, half-yearly trading results, trading updates, and RNS and RNS Reach announcements. How the Board engages • The Board retains oversight through regular face-to-face meetings along with communications between the executive team and business unit management and their feedback to the Board as a whole. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 37 Board of Directors and Company Secretary Leadership for a sustainable future David Morrison Non-Executive Chairman Appointment November 2020. Experience David has spent the majority of his career in private equity, starting with 3i plc, before spending 13 years with Abingworth Management, predominantly with responsibility for investment activity in the United States. In 1998 he started Prospect Investment Management, which was responsible for making and managing early-stage investments on behalf of a small group of investors. Notable holdings included PayPoint plc and Venture Production plc, both of which became FTSE 250 companies whilst Prospect’s clients were shareholders. External appointments David is the Non-Executive Director of Record plc. He also sits on the boards of various private companies and is a Member of the Council of Management and a Trustee of the Ditchley Foundation. Skills brought to the Board Strategy and investment expertise. Simon Pyper Chief Executive Officer Appointment January 2022. Experience Simon was formerly the Chief Executive Officer and Chief Financial Officer of digital marketing group Be Heard Group plc. Prior to this, he was Chief Financial Officer of AIM-listed GlobalData plc for ten years. During his tenure, Simon oversaw its admission to AIM and facilitated its acquisition-led growth strategy. He has also held various financial and commercial positions with Musgrave UK and the Arcadia Group. Simon is a member of the Chartered Institute of Management Accountants and holds an MBA from Henley Management College. External appointments None. Skills brought to the Board Sector and financial expertise. David Bowling Chief Financial Officer Appointment March 2022. Experience A qualified Chartered Accountant, David has been with CPPGroup for over ten years undertaking a number of senior roles within the Group Finance function, most recently as Group Finance Director. Prior to CPP he was Group Accountant for Barchester Healthcare Limited. External appointments None. Skills brought to the Board Finance and sector expertise. Eleanor Sykes Chief Operations Officer Appointment November 2024. Experience Eleanor joined CPPGroup in 2016 as Group Head of Internal Audit, before becoming Director of Risk and Assurance in 2021 and Group Chief Operations Officer in 2022. Eleanor is a qualified Chartered Accountant and holds extensive experience in the financial services sector. External appointments None. Skills brought to the Board Process, control, change and sector expertise. A R N Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 38 Key A Audit Committee R Remuneration Committee N Nomination Committee Chair of Committee Jeremy Miller Independent Non‑Executive Director Appointment December 2021. Experience Jeremy, who is a qualified Chartered Accountant, working with KPMG early in his career, has over 30 years’ investment banking experience working for leading financial services firms. He has held senior roles at Dresdner Kleinwort Wassertein and James Capel and most recently as London COO at Centerview Partners. External appointments Jeremy is a Non-Executive Director of Cavendish Financial and Non-Executive Chairman of the National Merchant Buying Society. Skills brought to the Board Expertise in advising on strategic, compliance and governance matters. Alice Glenister Independent Non‑Executive Director Appointment November 2024. Experience Alice is a parametric insurance specialist with over 12 years of experience in the insurance industry, the last five of which have been focused on parametric solutions. Alice is currently Head of Parametric Solutions at Miller Insurance Services LLP. She is an Associate of the Chartered Institute of Insurance and has an MSc in Insurance and Risk Management from Bayes Business School. External appointments None. Skills brought to the Board Expertise in parametric insurance. Simon Thompson Non-Independent Non‑Executive Director Appointment June 2020. Experience Simon held senior positions in investment banks before becoming Managing Director at Barclays Global Investors. He was Chair of London Stock Exchange’s Institutional Investor Group and the Investment Association’s Dealing Committee. He was a Partner of hedge fund Millgate Capital before moving to Legal & General Investment Management as COO. External appointments Simon is a Director of several private companies and a local charity Chair alongside his work as a mentor and board adviser. Skills brought to the Board Strategy and investment expertise. Sarah Atherton General Counsel and Company Secretary Appointment January 2021. Experience A qualified solicitor, Sarah joined CPP’s in-house legal team in 2010 from Walker Morris LLP. Initially working for the Group’s UK businesses, Sarah later moved into Group legal roles, most recently taking up the role of General Counsel and Company Secretary. External appointments None. Skills brought to the Board Legal and company administration. Strategy and investment expertise Finance and sector expertise Parametric insurance expertise Legal and company administration 3 3 1 1 Board skills and experience A R N A R N Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 39 Chairman’s introduction to governance Chairman’s introduction On behalf of the Board I am pleased to present our Corporate Governance Report for the year ended 31 December 2024. Corporate governance report As your Chairman, I am responsible for ensuring that the Board operates within a sound governance framework that underpins the Group’s ability to achieve its strategic goals. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (the QCA Code) which remains well suited to the Group. A new version of the QCA Code was published in November 2023 (the QCA Code 2023), which revised the version of the QCA Code last updated in 2018 (the QCA Code 2018). The QCA Code 2023 applies to financial years commencing on or after 1 April 2024. In this Annual Report, the Group is making disclosures following the QCA Code 2018. Next year, disclosures will be made following the QCA Code 2023. The ten principles of the QCA Code 2018 are addressed opposite with an outline of how the Group complies with each principle, and any departures from the Code (principle 9). David Morrison Non-Executive Chairman Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 40 Principle 1: Establish a strategy and business model which promote long-term value for shareholders A full description of our business model and strategy is given on pages 12 to 17. 2024 has seen the Group successfully complete the CMP and become a digitally focused business led by Blink and supported by CPP India and CPP Turkey. Key challenges to execution of the business model and strategy are detailed in the Risk Management and Principal Risks section on pages 33 to 35. Principle 2: Seek to understand and meet shareholder needs and expectations The Board is committed to maintaining good relationships with shareholders. The Chairman is responsible for ensuring that appropriate channels of communication are established between the Executive Directors and shareholders, ensuring that the views of shareholders are made known to the Board. The Annual General Meeting (AGM) provides the Board with an opportunity to meet and communicate directly with private investors. Principle 3: Take into account wider stakeholder and social responsibilities and their implications for longer-term success Our business model seeks to add value to the wider community, with particular reference to: • our business partners; • our shareholders; • our customers; • our colleagues; and • our communities. Details of how we seek to create value for each of these stakeholders are given in the business model on page 12 An outline of how the Directors have discharged their duties in accordance with section 172(1) of the Companies Act 2006 can be found on pages 36 and 37. Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation The Group’s risk management framework enables risks to be identified, measured, managed, monitored and reported consistently and objectively, with regular risk updates provided to the Board for consideration. A full description of the Group’s risk management framework and principal risks is given on pages 33 to 35. Principle 5: Maintain the Board as a well‑functioning, balanced team led by the Chair The Board believes that the ratio of Executive to Non-Executive Directors is appropriate, allowing the Board to exercise objectivity of decision making and proper control of the Group’s business. Following the appointment of a new independent Non-Executive Director, Alice Glenister, in November 2024, the Board has a ratio of three Independent Non-Executive Directors to one Non‑Independent Non-Executive Director. The Chairman, David Morrison, holds a total of 30,211 shares in the Company (representing 0.33% of issued share capital). Non‑Executive Director Jeremy Miller holds a total of 55,105 shares in the Company (representing 0.60% of issued share capital). The Board is satisfied that David and Jeremy remain independent notwithstanding this. On joining the Board, Non-Executive Directors receive a formal appointment letter, which identifies the estimated time commitment expected of them. The average anticipated time commitment is two days per month, although the nature of the role makes it impossible to be specific. Directors understand that they may be required to devote additional time in respect of preparation time and ad hoc matters that may arise from time to time. A potential Director candidate is required to disclose all significant outside commitments prior to appointment and any future external appointments must be approved in advance by the Chairman. The number of meetings attended by each Director during 2024 is given on page 43. Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities The members bring a diverse range of skills and experience to the Board. The addition of a new Non-Executive Director, Alice Glenister, and a new Executive Director, Eleanor Sykes, in 2024 has broadened the skills present in the Board, with a particular focus on adding guidance and expertise to Blink. Details of the experience and skills of each of the Directors are given on pages 38 and 39 The Board receives at its meetings detailed reports from senior management on the performance of the Group and other information as necessary. Regular updates are provided on relevant legal and regulatory, corporate governance, and financial reporting developments. All Directors have access to the advice and services of the Company Secretary and the Board also obtains advice from professional advisers as and when required. Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement The Board undertook an internal evaluation of its performance and effectiveness in 2023. Whilst this review was not externally invigilated, it was based on an externally facilitated questionnaire and took into account the views of both Board members and other members of the Company’s senior management team. Another internal evaluation is planned for this year. Principle 8: Promote a corporate culture that is based on ethical values and behaviours Our business distributes products through long-term partnership arrangements. Quality of approach and a high level of integrity are essential for sustainable success and, having made good progress in fundamentally changing the organisation, we recognise the need to ensure we have the right people in the right place and in the right roles. The Board continues to support an open, honest and authentic culture that extends consistently throughout the Group. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 41 Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the Board Papers for Board and Committee meetings are circulated in advance of meetings, including to any Director who is unable to attend. Each member of the Board has access to all information relating to the Group and to the advice and services of the Company Secretary, along with external advice at the expense of the Group, should they need it. Details of our governance framework are detailed below The following departures from the QCA Code should be noted. The Remuneration Committee has a Non-Independent Non‑Executive Chair. The Audit Committee’s membership includes a Non‑Independent Non-Executive Director. Given the small size of the Board, the Directors consider these departures to be necessary. Each Committee has a majority of Independent Non-Executive Directors. Principle 10: Communicate how the Company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders The Company maintains a corporate website at corporate. cppgroup.com which complies with AIM Rule 26 and contains a range of information of interest to institutional and private investors, including the Group’s annual and half-yearly reports, trading statements and all regulatory announcements relating to the Group. As soon as practicable after the conclusion of any general meeting, the voting results are released through a regulatory information service (RIS) with a copy of the announcement posted on the Company’s website at corporate.cppgroup.com/ investors/company-announcements/. All historical Annual Reports are available on the Company’s website at corporate.cppgroup.com/investors/results- reporting/, and Company circulars and notices of general meetings are available at corporate.cppgroup.com/investors/ company-announcements/. Corporate governance report continued Membership at 31 December 2024 The Board comprised seven Directors – the Chairman, three Executive Directors, two Independent Non‑Executive Directors and one Non-Independent Non‑Executive Director. Meetings held in 2024 Twenty Board meetings were held in total in 2024, these included both scheduled and additional ad hoc Board meetings. See page 43 Key matters reserved for the Board: • responsibility for the overall leadership of the Group and setting the Group’s values and standards; • approval of the Group’s long-term ambitions, objectives and commercial strategy; • material changes to the Group’s corporate structure, including any acquisitions or disposals; • ensuring maintenance of a sound system of internal control and risk management; • approval of annual and half-yearly results and trading updates; • approval of the annual financial budget; • approval of the dividend policy; and • material capital investments. The full schedule of matters reserved to the Board is available on the Company’s website, corporate.cppgroup.com/about-us/corporate-governance/. Key objectives Assist the Chairman in keeping the composition of the Board under review and lead the appointments process for nominations to the Board and other Board Committees. Key objectives To assist the Board in discharging its duties and responsibilities for financial reporting and internal financial control. Key objectives Recommend to the Board the remuneration of the Chairman, Executive Directors, Company Secretary and senior management. Membership at 31 December 2024 • David Morrison (Chairman) • Simon Thompson • Jeremy Miller Membership at 31 December 2024 • Jeremy Miller (Chairman) • Simon Thompson • David Morrison Membership at 31 December 2024 • Simon Thompson (Chairman) • David Morrison • Jeremy Miller Meetings held in 2024 Two Meetings held in 2024 Six Meetings held in 2024 Five Read more about our Nomination Committee on page 44 Read more about our Audit Committee on pages 45 and 46 Read more about our Remuneration Committee on pages 47 to 50 Nomination Committee Our Board Audit Committee Remuneration Committee Our governance framework Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 42 Directors’ attendance at Board and Committee meetings in 2024 Board Audit Committee Remuneration Committee Nomination Committee Attendance David Morrison 100% Simon Pyper — — — 100% David Bowling — — — 100% Simon Thompson 100% Jeremy Miller 100% Alice Glenister — — — 100% Eleanor Sykes — — — 100% Roles and responsibilities Chairman The Chairman, David Morrison, is responsible for the leadership of the Board and setting its agenda, ensuring that the Board as a whole plays a full and constructive part in the determination and development of the Group’s strategy and overall commercial objectives. Chief Executive Officer The Chief Executive Officer, Simon Pyper, oversees the management of the business and, supported by his Executive Management Committee (EMC), is responsible for the day-to-day running of the business. He is accountable to the Board for the Group’s operational and financial performance. Board Committees The Audit Committee, the Remuneration Committee and the Nomination Committee are standing Committees of the Board. Written terms of reference for these Committees, including their objectives and the authority delegated to them by the Board, are available upon request from the Company Secretary or via the Company’s website at corporate.cppgroup.com/about-us/ corporate-governance/. Terms of reference are reviewed annually by the relevant Committee and approved by the Board. The Company Secretary acts as secretary to all Board Committees; Committees also have access to independent expert advice, if required. Internal control and compliance The Board and the Audit Committee receive regular reports on compliance with Group policies and procedures. The Board, and the Audit Committee on its behalf, confirm that, through discharging their responsibilities under their terms of reference, they have reviewed the effectiveness of the Group’s system of internal controls and are able to confirm that necessary actions have been or are being taken to remedy any failings or weaknesses identified. Full details of the Group’s system of internal control and its relationship to the corporate governance structure are contained in the Risk Management and Principal Risks section of this report on pages 33 to 35 Conflicts of interest The Company Secretary keeps a record of any actual or potential conflict of interest declared by the Directors. Directors are required to declare any specific conflicts that arise from each Board agenda and a Director would be expected to refrain from voting on any matter that represented an actual or potential conflict of interest. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 43 Report of the Nomination Committee Key objectives To assist the Board in ensuring that the Board and its Committees comprise individuals with the requisite skills, knowledge and experience to ensure they are effective in discharging their responsibilities. Key responsibilities: • carry out a formal selection process for Executive and Non‑Executive Directors and propose to the Board any new appointments; • oversee succession planning for Directors and senior managers below Board level; • review the structure, size and composition of the Board (including the skills, knowledge, experience and diversity required); • make recommendations to the Board in respect of the membership of the Board Committees in consultation with the Chairmen of those Committees; and • make recommendations to the Board on the reappointment of any Non-Executive Director at the conclusion of their specified term of office. Membership and meetings Current membership is David Morrison (Chairman), Jeremy Miller and Simon Thompson. Other individuals and external advisers attend meetings at the request of the Committee Chairman. The Committee met twice during the year. Main activities of the Committee during the year The following principal items were dealt with during the year: • conducting a search in respect of, and appointing, an additional Independent Non-Executive Director; and • appointment of a new Executive Director. Board diversity The Board considers itself diverse in terms of the background and experience each individual member brings to the Board and recognises the benefits that greater diversity at the most senior levels of the Company may bring. The terms of reference of the Committee require that in each appointment to the Board, the Committee must ‘consider candidates on merit and against objective criteria, and with due regard for the benefits of diversity on the Board, including gender’ in identifying and recommending candidates. David Morrison Chairman of the Nomination Committee 24 March 2025 Report of the Nomination Committee David Morrison Chairman of the Nomination Committee Other members Jeremy Miller Simon Thompson Given the size and current circumstances of the business, this is an ‘ad hoc’ Committee that meets as and when required.” Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 44 Report of the Audit Committee Report of the Audit Committee Jeremy Miller Chairman of the Audit Committee Other members David Morrison Simon Thompson On behalf of the Audit Committee, I am pleased to present the Audit Committee Report for the year ended 31 December 2024. The Audit Committee Report sets out details of the Committee’s composition and responsibilities and an overview of the work undertaken by the Committee during the year.” Meetings and membership Although only Committee members are entitled to attend meetings, the entire Board is invited and typically attends. Others attend by invitation of the Committee Chairman. During the year the External Auditor, the Group Head of Internal Audit and the Group Finance Director attended meetings to report to the Committee and provide clarification and explanations where appropriate. Details of attendance at the Committee meetings can be found on page 43. Each Committee member is considered to possess recent and relevant financial experience and the Board is satisfied that the Committee, as a whole, has sufficient experience and competence relevant to the Group’s business. Main activities during the year The Committee fully recognises its role in protecting the interests of shareholders and other stakeholders having responsibility for monitoring the integrity of published financial information, including the review of significant financial judgements; reviewing the selection and appointment of the External Auditor and the effectiveness of the external audit process; and monitoring performance of the Internal Audit function in assessing the Group’s internal control and risk management systems. In 2024, the main activities of the Committee were: Key accounting items The Committee has received management papers providing regular updates on the development of the Group’s key accounting approaches during the year, including revenue recognition, discontinued operations (held for sale criteria and abandonment assessments) and assessments of intercompany and investments balances within the Group. Financial statements The Committee reviewed and discussed financial disclosures made in the annual results announcement, the Annual Report and Accounts and the Half Year Report, together with any related management letters, letters of representation and reports from the External Auditor. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 45 Report of the Audit Committee continued Main activities during the year continued Key financial reporting and accounting issues The primary areas of judgement considered by the Committee in relation to the 2024 financial statements and how they were addressed by management are shown below: Area of judgement Management action Revenue recognition The Committee has received detailed updates from senior management in relation to the revenue recognition approach across the Group during the year. This primarily considered cost base changes in our Indian products. The Committee has concluded that revenue recognition continues to be dealt with appropriately. Discontinued operations The Committee received papers from senior management detailing the approach to the recognition of assets held for sale and discontinued operations. The Committee challenged the papers in relation to IFRS 5 and is satisfied the Group has correctly treated the assessment of assets held for sale and discontinued operations, including the Group’s policy on abandonment of operations. The Committee also received various materials supporting statements on risk management, internal controls and long-term viability, which along with consideration of the accuracy, integrity and consistency of the messages conveyed within the Annual Report and Accounts have enabled the Committee to recommend the document to the Board as a fair, balanced and understandable reflection of the Group’s position. External Auditor The Committee has primary responsibility for overseeing the relationship with the External Auditor and approves the External Auditor’s engagement letter, audit fee and audit and client services plan (including the planned levels of materiality). The External Auditor attends meetings as appropriate and meets at least annually with the Committee without Executive Management present. The Chairman of the Committee also meets privately with the External Auditor on a regular basis. The Committee receives regular detailed reports from the External Auditor, including a formal written report dealing with the audit objectives, the Auditor’s qualifications, expertise and resource, the effectiveness of the audit process, the procedures and policies for maintaining independence and compliance with the ethical standards issued by the Financial Reporting Council. The Committee is satisfied with the performance of the External Auditor during the year and the policies and procedures in place to maintain its objectivity and independence and has recommended that PKF Littlejohn LLP (PKF) be reappointed at the forthcoming AGM. External Auditor’s independence, objectivity and effectiveness Fees paid to the External Auditor are shown in note 7 to the consolidated financial statements. The External Auditor may provide non-audit services from time to time. The Committee keeps under review the level of non-audit fees as a proportion of the total fees paid to PKF. There has not been any non-audit work carried out during the year. The following controls are in place to ensure that the External Auditor’s objectivity and independence are safeguarded: • a policy on the use of the External Auditor for non-audit work has been agreed by the Committee. This ensures that work would usually only be awarded when, by virtue of the External Auditor’s knowledge, skills or experience, the External Auditor is clearly to be preferred over alternative suppliers; • the Committee receives and reviews each year an analysis of any non-audit work awarded to the External Auditor over the financial period; and • the Committee receives each year a report from the External Auditor outlining any matters that it considers bear on its independence and which need to be disclosed to the Audit Committee. Internal Audit The Internal Audit function uses a risk-based approach to provide assurance across the Group and its functional areas. The audit plan and its scope are reviewed and approved by the Committee. Internal Audit is carried out in accordance with auditing standards to review effectiveness of internal control systems and procedures to manage risks, compliance with relevant policies and to recommend improvement in processes and procedure. The Committee regularly reviews the execution of the audit plan and the adequacy and effectiveness of internal audit systems and monitors implementation of internal audit recommendations including those relating to strengthening of the Company’s risk management framework. In each meeting of the Committee it is presented with the key audit issues, including agreed actions, along with an update on previously reported open actions. In addition, the Committee receives and reviews all instances of whistleblowing in the business. The Committee has assessed the resources available to the Internal Audit department to complete its remit and concluded that the model, with an in-house Group Head of Internal Audit supported by outsourced audit firms in India, Turkey, Ireland and the UK, is seen as an effective method of providing the required flexibility in coverage and specialist skills to effectively audit the Group. The appointment and removal of the Group Head of Internal Audit are the responsibility of the Committee. The Group Head of Internal Audit has direct access to the Board and the Audit Committee and is jointly accountable to the Audit Committee Chairman and Group CEO. Committee effectiveness During the year, the Committee carried out an internal evaluation of its effectiveness based on Deloitte’s publication of key areas of self-assessment for an Audit Committee. No significant issues were identified. Jeremy Miller Chairman of the Audit Committee 24 March 2025 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 46 Directors’ remuneration report Directors’ Remuneration Report Simon Thompson Chairman of the Remuneration Committee Other members David Morrison Jeremy Miller On behalf of the Remuneration Committee, I am pleased to present the Directors’ Remuneration Report (the Remuneration Report) for the year ended 31 December 2024.” The Remuneration Report sets out details of the Remuneration Committee, including its composition and responsibilities, the Group’s executive Remuneration Policy and details of Directors’ remuneration for the year under review. As an AIM-listed company, CPPGroup Plc (CPP) is not required to prepare the Remuneration Report in accordance with the Directors’ Remuneration Report Regulations 2002 or the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (together, the Regulations). We do, however, support the principles of the Regulations and seek to follow them to the extent that they are relevant to CPP as an AIM-listed company. Role and responsibilities of the Remuneration Committee The Committee is responsible for recommending to the Board the remuneration of the Chairman, the Executive Directors, the Company Secretary and the EMC. The remuneration of Non‑Executive Directors is a matter for the Chairman and the executive members of the Board. The Committee also recommends and monitors the level and structure of remuneration for the EMC. Activities during the year The main activities of the Committee during the year under review and up to the date of this report were: • reviewing the performance of Long Term Incentive Plans (LTIPs); • reviewing short-term incentive plans; • strategy for year end salary reviews; • agreeing terms for senior appointments and exits; and • review of Group Remuneration Policy. Advisers to the Remuneration Committee The Committee receives advice and support from the Chief People Officer, the Group CEO, the Group CFO and the Company Secretary. No other advisers have provided significant services to the Committee in the year. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 47 Remuneration Policy The executive Remuneration Policy is designed to ensure that the remuneration of Executive Directors and the EMC is sufficient to recruit, retain and motivate high-quality individuals, whilst increasing the sustainable value of the business. The Committee reviews the Remuneration Policy from time to time, taking whatever action it considers necessary to ensure that remuneration is aligned with the overall strategic objectives of the Group. In accordance with its terms of reference, in considering executive pay, the Committee has regard to levels of remuneration and terms and conditions across the Company, especially when determining annual salary increases. The Committee receives information about pay and conditions across the Group and, except in exceptional circumstances, executives ordinarily receive the same percentage increase as other colleagues in the country in which they operate. Executive Directors’ remuneration In the year under review, the Executive Directors’ total remuneration package comprised: • fixed pay, including base salary, pension contributions at a statutory level under the Group’s stakeholder pension plan, and an allowance to spend on a range of benefits available within the Group’s flexible benefits scheme; and • variable pay, comprising bonus opportunity and participation in the Group’s share plans. Service contracts and letters of appointment The Executive Directors have service contracts that are subject to six months’ notice by either party. Non-Executive Directors receive written letters of appointment, and their appointments are subject to one month’s notice. Copies of Directors’ service contracts and letters of appointment are available for inspection by shareholders at the Group’s registered office. Directors’ remuneration (audited information) The remuneration of the Executive and Non-Executive Directors serving during the year was as follows: Base salary/ fees £’000 2024 Taxable benefits £’000 2024 Bonus £’000 2024 Pension £’000 2024 Total £’000 2024 2023 Executive Directors Simon Pyper 315 10 173 13 511 633 David Bowling 220 10 110 9 349 380 Eleanor Sykes1 17 1 8 1 27 — Non-Executive Directors David Morrison 110 — — — 110 110 Simon Thompson 75 — — — 75 71 Jeremy Miller 75 — — — 75 75 Alice Glenister2 7 — — — 7 — 1. Eleanor Sykes was appointed to the Board on 18 November 2024. The figures reflect earnings since the date of appointment. On a full year basis Eleanor’s earnings for 2024 would have been £226,000 (2023: £207,000). 2. Alice Glenister joined the Board as an Independent Non-Executive Director on 18 November 2024 on an annual fee of £55,000. Bonuses Executive Director and EMC bonus awards in 2024 were linked to the Group’s financial performance, growth in Blink and completion of the CMP ensuring that Directors’ pay is aligned to the Group’s strategic priorities. The 2024 bonus award is cash based. Share incentives Details of awards held, granted and exercised by the current Directors in the Group’s share plans are detailed below: Director Balance held at 1 January 2024 Number of share options granted in year Number of share options exercised in year Number of share options lapsed in year Balance held at 31 December 2024 Simon Pyper 467,188 — 109,970 — 357,218 David Bowling 315,618 — 57,185 — 258,433 Eleanor Sykes 196,534 — 26,393 — 170,141 The share options exercised in the year relate to Tranche 1 of the Deferred Bonus Plan (DBP). Directors’ remuneration report continued Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 48 Current share plans The Group has the following share plans in place: • the Deferred Bonus Plan (DBP) – granted 31 March 2023; • 2023 Long Term Incentive Plan (2023 LTIP) – granted 27 September 2023; and • Capital Appreciation Plan (CAP) – granted 27 September 2023. The plans were designed to deliver value creation for shareholders and ensure alignment with shareholder interests, as well as recognising the importance of long-term engagement and retention of the EMC and senior management to deliver the strategy which will be to the benefit of all shareholders. The major shareholders were consulted on the plans prior to grant and clawback and malus provisions apply to all the plans. Deferred Bonus Plan (DBP) The options awarded under the plan represented an agreement by participants to defer a proportion of their total bonus award for 2022 as the Group implemented its strategy and commenced the CMP. The DBP share options granted are nil-cost and have vested in full. During the year, participants exercised 50% of the total options granted (representing Tranche 1 which vested on 31 December 2023). 2023 Long Term Incentive Plan (2023 LTIP) The plan was designed to encourage key person retention and to align participant reward alongside improved shareholder returns through increasing the share price. The awards are structured as nil-cost options. The vesting of the options will not be linked to a time-based schedule but will vest subject to satisfaction of the performance conditions which are as follows: Tranche Share options (number) Share price target Maximum vesting period Remaining vesting period 1 168,073 £3.70 36 months 21 months 2 252,114 £4.75 48 months 33 months 3 420,185 £6.00 60 months 45 months Super-Max 252,114 £9.00 72 months 57 months The share options vest if the average closing share price of a share on AIM over a period of 90 consecutive calendar days equals or exceeds the share price target. Each tranche of share options lapses if the share price target is not met within the maximum vesting period. Capital Appreciation Plan (CAP) A cash-based plan that is targeted at the Group CEO, Group CFO, Group COO and Blink CEO. The purpose of the CAP was to achieve: • appropriate incentivisation for its participants (in combination with the 2023 LTIP); • a balanced 2023 LTIP for all participants which provided headroom for non-EMC members to participate; and • reduced dilution for shareholders. The maximum aggregate amount that can be paid under the CAP is £1.5 million. The following performance conditions are applicable: Tranche CAP amount Share price target Maximum vesting period Remaining vesting period 1 £150,000 £3.70 36 months 21 months 2 £600,000 £4.75 48 months 33 months 3 £750,000 £6.00 60 months 45 months Consistent with the 2023 LTIP, the CAP only becomes payable if the average closing share price of a share on AIM over a period of 90 consecutive calendar days equals or exceeds the share price target. Each tranche of the CAP lapses if the share price target is not met within the maximum vesting period. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 49 Shareholder dilution The Group acknowledges the ABI guidelines that commitments to issue new shares or reissue treasury shares when aggregated with awards under all of the Company’s other schemes must not exceed 10% of the issued ordinary share capital in any rolling ten-year period commencing on admission of the Group’s shares to AIM. However, the options granted under the DBP and 2023 LTIP will in aggregate exceed the ABI guidelines. The Directors considered this necessary to incentivise appropriately and retain the EMC and other senior management as the strategy and CMP were executed whilst aligning interests with shareholders through the delivery of greater shareholder value. The 2023 LTIP was granted following consultation with the Company’s major shareholders. Newly issued shares are currently used to satisfy the exercise of all equity-settled options. Directors’ shareholdings The Directors who were in post at the end of the year under review held the following beneficial interests in the Company’s ordinary shares: Ordinary shares held at 31 December 2024 Ordinary shares held at 31 December 2023 Interests in unexercised shares under incentive plans Simon Pyper 102,030 31,662 357,218 David Bowling 39,503 3,153 258,433 Eleanor Sykes 13,988 — 170,141 David Morrison 30,211 — — Jeremy Miller 55,105 40,000 — Simon Thompson 55,000 25,000 — Simon Thompson Chairman of the Remuneration Committee 24 March 2025 Directors’ remuneration report continued Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 50 The Directors present their Annual Report and audited financial statements of the Group for the year ended 31 December 2024. Principal activities The principal activity of the Group is the provision of assistance products. Further information on the Group’s business can be found in the following sections of the Annual Report, which are incorporated by reference into this report: • the Strategic Report on pages 2 to 37; • the Corporate Governance Report on pages 40 to 43; • the Report of the Nomination Committee on page 44; • the Report of the Audit Committee on pages 45 and 46; and • the Directors’ Remuneration Report on pages 47 to 50. Directors The Directors who served throughout the year and to the date of this report are shown in the table below. David Morrison Chairman Simon Pyper Chief Executive Officer David Bowling Chief Financial Officer Simon Thompson Non-Independent Non-Executive Director Jeremy Miller Independent Non-Executive Director Alice Glenister Independent Non-Executive Director (appointed 18 November) Eleanor Sykes Chief Operations Officer (appointed 18 November) Under the Company’s Articles of Association any Director who has been a Director at each of the preceding two AGMs and who was not appointed or reappointed by the Company in general meeting at, or since, either such meeting shall retire by rotation. Accordingly, Alice Glenister and Eleanor Sykes will seek election, and Jeremy Miller, Simon Pyper and David Bowling will seek re-election, at the forthcoming AGM. Brief biographical details for each Director are set out on page 38 Details of Committee memberships are set out in the Corporate Governance Report on page 42 Details of Directors’ beneficial interests in and options over the Company’s shares are set out in the Directors’ Remuneration Report on pages 47 to 50 Dividends The Directors are not recommending that a final dividend be paid in respect of 2024. No dividend was paid for the year ended 31 December 2023. Insurance The Company has appropriate insurance cover in place in respect of any potential litigation against Directors. Annual General Meeting The AGM of the Company is to be held on 7 May 2025. The notice of the AGM and an explanation of any non-routine business are set out in the circular accompanying this Annual Report or on the Company’s website at corporate.cppgroup.com. The notice of the meeting specifies deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be proposed at the meeting. Change of control provisions Some agreements to which the Company or its subsidiaries are a party may be at risk of termination by counterparties in certain restricted circumstances in the event of a change of control of the Company. The Directors are not aware of any agreements between the Company and its Directors or employees that provide for compensation for loss of office or employment that occurs because of a takeover bid. Capital structure Details of the issued share capital, together with movements in the Company’s issued share capital for the period, can be found in note 30 on page 96. The Company’s capital comprises ordinary shares of £1 each, which carry no right to fixed income. Each fully paid share carries the right to one vote at a general meeting of the Company. Details of the Group’s employee share schemes are set out in note 31 on pages 97 and 98 Business relationships The Board is fully aware that the long-term sustainability of our business depends on building and maintaining long-lasting mutually beneficial relationships with our partners. With a B2B2C operating model, insights and requests from business partners in terms of product and marketing strategies are key to the Board’s focus and development in these areas. The Group CEO and CFO often meet with prospective and existing business partners, reporting back to the Board on the results of those meetings. Directors’ report Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 51 Substantial shareholdings On 31 December 2024, the Company had been notified, in accordance with the Disclosure and Transparency Rules of the FCA, of the notifiable interests in the ordinary share capital of the Company set out in the table below. As far as the Directors are aware, as at 31 December 2024 no person had a beneficial interest in 3% or more of the voting share capital except for the following: Name Ordinary shares % Mr Hamish Ogston 3,604,760 39.33% Funds managed by Phoenix Asset Management Partners Limited 1,974,887 21.55% Schroders plc 1,760,364 19.21% Mr Hamish Ogston holds a beneficial interest in 39.33% of the issued shares of the Company. Under the terms of a relationship agreement between Mr Ogston and the Company dated 22 December 2014 and effective from the Company’s admission to AIM, for so long as Mr Ogston and any person or corporate body connected to him (a Controlling Shareholder) holds, in aggregate, 30% or more of the ordinary shares or the voting rights attaching to the shares, Mr Ogston shall not and shall procure that each Controlling Shareholder shall not: • vote in favour of or propose any resolution to amend the Articles of Association which would be contrary to the principle of the independence of the Company from the shareholder or any of the Controlling Shareholders; • take any action which precludes any member of the Group from carrying on its business independently of Mr Ogston or any Controlling Shareholder; or • take any action (or omit to take any action) to prejudice the Company’s status as a company admitted to AIM or its suitability for admission to AIM or the Company’s compliance with the AIM Rules, other than in the circumstances of a takeover or merger of the Company. Going concern In reaching their view on the preparation of the Group’s financial statements on a going concern basis, the Directors are required to consider whether the Group can continue in operational existence for a period of at least 12 months from the date of this report. The Group, which is in a net liabilities position, has a formalised process of budgeting, reporting and review along with procedures to forecast its profitability and cash flows. The plans provide information to the Directors which are used to ensure the adequacy of resources available for the Group to meet its business objectives, both in the short-term and in relation to its strategic priorities. The Group’s revenue, profit and cash flow forecasts are subject to robust downside stress testing which involves modelling the impact of a combination of plausible adverse scenarios focused on crystallisation of the Group’s key operational risks. The analysis also considers the availability of cash held around the Group where our Indian and Turkish operations are cash generative whilst our operations in the UK, Centre and Blink currently consume cash. This is done to identify risks to liquidity and covenant compliance and enable management to formulate appropriate and timely mitigation strategies. Taking the analysis into consideration, the Directors are satisfied that the Group has the necessary resources to continue in operational existence for a period of at least 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Colleagues The Group is committed to employment policies that provide equality of opportunity to all colleagues based only on their relevant skills and capabilities and that ensure no colleague or applicant is treated unfairly on any grounds including: ethnic origin; religion; gender; sexual orientation; or disability. Every possible support will be offered to any colleague who becomes disabled during the course of their employment, with reasonable adjustments made wherever possible. The Group communicates with colleagues by means of regular business updates via email and CEO calls. Anti-bribery and corruption The Group is committed to ensuring that it has effective processes and procedures in place to counter the risk of bribery and corruption. A formal Anti-bribery Policy is in place and appropriate training is provided according to the level of risk attached to a role. Modern Slavery Act The Group has a zero-tolerance approach to modern slavery and will not knowingly support or deal with any business involved in slavery and/or human trafficking. Our Modern Slavery Policy reflects our commitment to maintaining ethical practices in all of our supply chains and across our business. The steps taken to help manage the risks outlined by the legislation are detailed in our Modern Slavery Statement published annually on our website corporate.cppgroup.com/modern-slavery-statement/. Auditor Each person who is a Director at the date of approval of this report confirms that: • so far as the Director is aware, there is no relevant audit information of which the Company’s Auditor is unaware; and • the Director has taken all the steps that he/she ought to have taken as a Director in order to make him/herself 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. PKF Littlejohn LLP has expressed its willingness to continue in office as Auditor. Accordingly, a resolution to reappoint PKF Littlejohn LLP will be proposed at the AGM. By order of the Board Sarah Atherton General Counsel and Company Secretary 24 March 2025 Directors’ report continued Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 52 The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the consolidated financial statements in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and UK‑adopted International Accounting Standards (UK IAS) and have elected to prepare the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the Directors must not approve the accounts until they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, International Accounting Standard 1 requires that Directors: • properly select and apply accounting policies; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • provide additional disclosures when compliance with the specific requirements in UK IAS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group’s financial position and financial performance; and • make an assessment of the Group’s ability to continue as a going concern. In preparing the Company financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether the Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ has been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the Company financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. We confirm that to the best of our knowledge: • the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit/loss of the Company and the undertakings included in the consolidation taken as a whole; and • the Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation as a whole, together with a description of the principal risks and uncertainties that it faces. By order of the Board Simon Pyper Chief Executive Officer 24 March 2025 David Bowling Chief Financial Officer 24 March 2025 Statement of Directors’ responsibilities Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 53 Opinion We have audited the financial statements of CPPGroup Plc (the ‘parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and parent Company balance sheets, the consolidated and parent Company statements of changes in equity, the consolidated cash flow statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2024 and of the Group’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards; • the parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s and parent Company’s ability to continue to adopt the going concern basis of accounting included: • a comparison of actual results for the year to past budgets to assess the forecasting ability/accuracy of management; • reviewing the two-year plan prepared by management for the period, providing challenge to key assumptions and reviewing the reasonableness of the following: • significant movements in forecasted cash flows and evaluating the reasoning for the change; • the accuracy of the two-year plan forecasts by comparing the forecasts to historical trends and performance; and • substantiating the forecasts’ inputs with supporting documentation; • review of the parent Company and its subsidiaries’ correspondence with regulators up to the date of signing our audit report; • review of the financial statements disclosures for the year ended 31 December 2024 and its supporting documents; • assessment of the risks faced by the Group and the parent Company, which include: • credit risk, liquidity risk, currency risk, funding risk and capital risk (including minimum solvency capital requirements); • operational resilience and business continuity plans; • ability to continually provide services to customers; • compliance with regulations; and • maintaining appropriate oversight and control over the Group’s significant international components. • reviewing post-year end RNS announcements. 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 or parent Company’s ability to continue as a Going concern for a period of at least 12 months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Independent Auditor’s report To the members of CPPGroup Plc Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 54 Our application of materiality The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the Group financial statements was £1.68 million (2023: £1.93 million) based on 1% (2023: 1%) of total revenue including revenue from discontinued operations. We based the materiality on revenue because we consider this to be the most relevant performance indicator of the Group and is a significant driver of profit or loss for the year. The performance materiality was £1.26 million (2023: £1.45 million). We set performance materiality at 75% (2023: 75%) of overall financial statement materiality to reflect the risk associated with the judgemental and key areas of management estimation within the financial statements. The materiality applied to the parent Company financial statements was £1.01 million (2023: £1.20 million) based on 1% of Net assets (2023: 1% of Net assets), as there is no revenue recorded in the holding Company. The performance materiality was £756,750 (2023: £903,450). For each component in the scope of our Group audit, we allocated a materiality that was less than our overall Group materiality. As a Group which is in the process of growing certain parts of the business whilst simultaneously winding down others, component materiality was set with reference to either revenue, profit before tax or net assets. We agreed with those charged with governance that we would report all differences identified during the course of our audit in excess of £84,000 (2023: £96,500). No significant changes have come to light through the audit fieldwork which has caused us to revise our materiality figure. Our approach to the audit In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the Directors and considered future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. A full scope audit was performed on the complete financial information of 9 entities within the components and specific scope had been performed on the financial information of 2 components within the Group. 2 significant components are located outside the United Kingdom and audited by PKF network firms operating under our instruction and the audit of the remaining components were performed in Leeds, conducted by PKF Littlejohn LLP, using a team with specific experience of auditing companies operating in the financial services sector and publicly listed entities. The Senior Statutory Auditor interacted regularly with the component audit teams during all stages of the audit and was responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the Group and parent Company financial statements. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 55 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, 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 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. Key Audit Matter How our scope addressed this matter Revenue recognition Under ISA (UK) 240, there is a rebuttable presumption that revenue recognition is a significant fraud risk. IFRS 15 “Revenue from Contracts with Customers” requires that the Group, for each of its material revenue streams, identify the individual performance obligations owed to its customers, against which revenue is allocated and recognised. Due to the nature of the Group’s products, which involve the provision of different services over varying periods of time, the recognition of revenue is complex and involves the application of management judgement when identifying specific performance obligations. The key judgements applied include the identification of, and allocation of revenue between, different performance obligations, particularly in India where revenue growth is fastest and most complex. Management judgement is also applied when determining the costs associated with discharging the Group’s various performance obligations, used as the basis for the revenue allocation calculations performed. This risk is most prevalent in India where the products offered are changing the most rapidly within the Group and are the most material. We consider that there is significant audit risk in relation to: • the appropriateness and compliance of the Group’s revenue recognition policies under IFRS 15 for new and existing products; and • the accuracy of revenue allocation calculations performed across the Group and the accuracy and completeness of underlying cost data upon which it is based. The critical accounting judgement and key accounting estimate disclosure for revenue recognition is set out in note 4 and the financial disclosures are set out in note 5. We have carried out the following procedures: • documented our understanding of the internal control environment in operation for the significant income streams and undertook walkthroughs across all material revenue streams to gain assurance that the key controls within these processes have been operating in the period under audit; • assessed the design and tested the operating effectiveness of controls relating to the collation and apportionment of costs used in the revenue recognition calculations in India, including IT controls where relevant; • we focused our controls testing on the Group’s governance over the revenue recognition policies applied in each territory, as well as the consideration provided over the revenue allocation mechanisms adopted; • obtained and agreed a sample of costs incurred to supporting information to assess the accuracy and completeness of revenue allocation calculations performed in the Group’s material territories; • reviewed any new products developed during the year, the appropriateness of revenue recognition policies adopted under IFRS 15 and their consistency of application across the Group; • reviewed any legal opinions / correspondence and challenging management’s classification of their products where appropriate; • reviewed the unwinding of the deferred revenue recognised in the Group’s territories which are being wound down; • performed analytical procedures and substantive tests of detail in order to audit the underlying revenue balances in India, the United Kingdom, and Turkey; • reviewed intra-group revenue and ensured transactions are eliminated correctly on consolidation, along with any intra-group profits; and • reviewed any post-year end revenue credit adjustments to ensure that these credits are recorded in the correct period and these adjustments are valid postings. Based on the work performed and evidence obtained, we consider management’s approach to revenue recognition to be reasonable. Independent Auditor’s report continued To the members of CPPGroup Plc Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 56 Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the Group and parent Company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic Report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent Company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Statement of Directors’ Responsibilities in the financial statements, the Directors are responsible for the preparation of the Group and parent Company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Group and parent Company financial statements, the Directors are responsible for assessing the Group and the parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 57 Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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: • We obtained an understanding of the Group and the parent Company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and the application of cumulative audit knowledge and experience of the sector. • We determined the principal laws and regulations relevant to the Group and the Company in this regard to be those arising from the Companies Act 2006, FCA Handbook, AIM rules and the Quoted Companies Alliance Corporate Governance Code. Local laws and regulations in the India and Turkey were also considered. • There was regular interaction with the component auditors during all stages of the audit, including procedures designed to identify non-compliance with laws and regulations, including fraud. • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group or the parent Company with those laws and regulations. These procedures included, but were not limited to: • discussions with management regarding potential non- compliance; • review of legal and professional fees to understand the nature of the costs and the existence of any non-compliance with laws and regulations; and • review of minutes of meetings of those charged with governance and RNS announcements. • We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the revenue recognition policy of the Group and as noted above. We addressed this by challenging the assumptions and judgements made by management when auditing that critical accounting judgement. • As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Martin Watson (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 3rd Floor, One Park Row, Leeds, United Kingdom 24 March 2025 Independent Auditor’s report continued To the members of CPPGroup Plc Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 58 Consolidated income statement For the year ended 31 December 2024 2024 2023 (restated*) Note Core £’000 Legacy £’000 Total £’000 Core £’000 Legacy £’000 Total £’000 Continuing operations Revenue 5 155,076 1,350 156,426 166,463 6,970 173,433 Cost of sales (135,488) (130) (135,618) (147,904) (1,499) (149,403) Gross profit 19,588 1,220 20,808 18,559 5,471 24,030 Administrative expenses (21,773) (1,834) (23,607) (20,649) (9,458) (30,107) Operating loss (2,185) (614) (2,799) (2,090) (3,987) (6,077) Analysed as: EBITDA 5 1,796 (368) 1,428 536 804 1,340 Depreciation and amortisation (2,434) (1) (2,435) (1,261) (176) (1,437) Exceptional items 6 (1,547) (245) (1,792) (1,365) (4,615) (5,980) Investment revenues 9 159 171 330 272 228 500 Finance costs 10 (130) (147) (277) (109) (1) (110) Loss before taxation (2,156) (590) (2,746) (1,927) (3,760) (5,687) Taxation 11 (1,462) (466) (1,928) (2,049) (108) (2,157) Loss for the year from continuing operations (3,618) (1,056) (4,674) (3,976) (3,868) (7,844) Discontinued operations Profit/(loss) for the year from discontinued operations 14 (723) 1,785 1,062 1,233 (1,488) (255) (Loss)/profit for the year (4,341) 729 (3,612) (2,743) (5,356) (8,099) Attributable to: Equity holders of the Company (4,319) 729 (3,590) (3,299) (5,356) (8,655) Non-controlling interests (22) — (22) 556 — 556 (4,341) 729 (3,612) (2,743) (5,356) (8,099) 2024 2023 (restated)* Note Core pence Legacy pence Total pence Core pence Legacy pence Total pence Basic and diluted (loss)/earnings per share Continuing operations 13 (40.18) (11.72) (51.90) (44.95) (43.72) (88.67) Discontinued operations 13 (7.78) 19.82 12.04 7.65 (16.82) (9.17) (47.96) 8.10 (39.86) (37.30) (60.54) (97.84) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 59 Consolidated statement of comprehensive income For the year ended 31 December 2024 2024 £’000 2023 £’000 Loss for the year (3,612) (8,099) Items that may be reclassified subsequently to profit or loss: Fair value gain on equity investment — 610 Exchange differences on translation of foreign operations (425) (696) Exchange differences reclassified on closure of foreign operations (1,626) 68 Other comprehensive expense for the year net of taxation (2,051) (18) Total comprehensive expense for the year (5,663) (8,117) Attributable to: Equity holders of the Company (5,540) (8,571) Non-controlling interests (123) 454 (5,663) (8,117) Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 60 Balance sheets As at 31 December 2024 Consolidated Company Note 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Non-current assets Goodwill 15 — 513 — — Other intangible assets 16 6,031 6,619 — — Property, plant and equipment 17 372 932 — — Right-of-use assets 18 1,062 3,122 — — Investments 19 — — 19,210 19,210 Deferred tax assets 28 586 693 — — Contract assets 21 206 208 — — 8,257 12,087 19,210 19,210 Current assets Contract assets 21 5,567 6,716 — — Trade and other receivables 22 5,422 13,770 75,217 71,353 Cash and cash equivalents 23 9,650 19,001 17,558 23,770 20,639 39,487 92,775 95,123 Assets classified as held for sale 20 — 2,631 — — 20,639 42,118 92,775 95,123 Total assets 28,896 54,205 111,985 114,333 Current liabilities Income tax liabilities (1,128) (1,004) — — Trade and other payables 24 (14,703) (25,696) (11,238) (13,763) Provisions 27 (1,211) (1,877) — — Lease liabilities 25 (277) (907) — — Contract liabilities 21 (9,436) (11,581) — — (26,755) (41,065) (11,238) (13,763) Net current (liabilities)/assets (6,116) 1,053 81,537 81,360 Non-current liabilities Borrowings 26 66 105 — — Deferred tax liabilities 28 (398) (646) — — Provisions 27 (574) (1,588) — — Lease liabilities 25 (751) (2,892) — — Contract liabilities 21 (510) (604) — — (2,167) (5,625) — — Total liabilities (28,922) (46,690) (11,238) (13,763) Net (liabilities)/assets (26) 7,515 100,747 100,570 Equity Share capital 30 24,574 24,257 24,574 24,257 Share premium account 45,225 45,225 45,225 45,225 Merger reserve (100,399) (100,399) — — Translation reserve (3,301) (1,351) — — ESOP reserve 18,735 18,334 11,439 11,708 Retained earnings 15,140 19,192 19,509 19,380 Equity attributable to equity holders of the Company (26) 5,258 100,747 100,570 Non-controlling interests 32 — 2,257 — — Total equity (26) 7,515 100,747 100,570 The notes on pages 65 to 101 form an integral part of these financial statements. The Company reported a profit for the financial year ended 31 December 2024 of £446,000 (2023: £12,077,000). Approved by the Board of Directors and authorised for issue on 24 March 2025 and signed on its behalf by: Simon Pyper David Bowling Chief Executive Officer Chief Financial Officer Company registration number: 07151159 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 61 Note Share capital £’000 Share premium account £’000 Merger reserve £’000 Translation reserve £’000 ESOP reserve £’000 Retained earnings £’000 Total £’000 Non- controlling interests £’000 Total equity £’000 At 1 January 2023 24,256 45,225 (100,399) (825) 17,212 27,201 12,670 1,803 14,473 (Loss)/profit for the year — — — — — (8,655) (8,655) 556 (8,099) Other comprehensive (expense)/income for the year — — — (526) — 610 84 (102) (18) Total comprehensive (expense)/income for the year — — — (526) — (8,045) (8,571) 454 (8,117) Equity-settled share-based payment charge 31 — — — — 1,122 — 1,122 — 1,122 Exercise of share options 30 1 — — — — (1) — — — Effects of hyperinflation 3 — — — — — 37 37 — 37 At 31 December 2023 24,257 45,225 (100,399) (1,351) 18,334 19,192 5,258 2,257 7,515 Loss for the year — — — — — (3,590) (3,590) (22) (3,612) Other comprehensive expense for the year — — — (1,950) — — (1,950) (101) (2,051) Total comprehensive expense for the year — — — (1,950) — (3,590) (5,540) (123) (5,663) Disposal of non‑controlling interests 31 — — — — — — — (2,134) (2,134) Equity-settled share-based payment charge — — — — 649 — 649 — 649 Exercise of share options 30 317 — — — — (317) — — — Purchase of own shares — — — — (248) — (248) — (248) Effects of hyperinflation 3 — — — — — (145) (145) — (145) At 31 December 2024 24,574 45,225 (100,399) (3,301) 18,735 15,140 (26) — (26) Consolidated statement of changes in equity For the year ended 31 December 2024 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 62 Company statement of changes in equity For the year ended 31 December 2024 Note Share capital £’000 Share premium account £’000 ESOP reserve £’000 Retained earnings £’000 Total £’000 At 1 January 2023 24,256 45,225 10,586 7,304 87,371 Profit and total comprehensive income for the year 1 — — — 12,077 12,077 Equity-settled share-based payment charge 31 — — 1,122 — 1,122 Exercise of share options 30 1 — — (1) — At 31 December 2023 24,257 45,225 11,708 19,380 100,570 Profit and total comprehensive income for the year 1 — — — 446 446 Equity-settled share-based payment charge 31 — — 414 — 414 Transfer of ESOP reserve to subsidiaries — — (435) — (435) Exercise of share options 30 317 — — (317) — Purchase of own shares — — (248) — (248) At 31 December 2024 24,574 45,225 11,439 19,509 100,747 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 63 Note 2024 £’000 2023 £’000 Net cash (used in)/from operating activities 33 (9,738) 3,610 Investing activities Interest received 447 749 Purchases of property, plant and equipment 17 (270) (335) Purchases of intangible assets 18 (1,769) (3,551) Sale of equity investment 2,651 — Cash consideration in respect of sale of discontinued operations 14 4,237 — Costs associated with disposal of discontinued operations 14 (92) — Cash disposed of with discontinued operations (3,275) — Net cash from/(used in) investing activities 1,929 (3,137) Financing activities Costs of refinancing the bank facility — (128) Repayment of the lease liabilities (966) (1,396) Interest paid (77) (69) Purchase of own shares (248) — Net cash used in financing activities (1,291) (1,593) Net decrease in cash and cash equivalents (9,100) (1,120) Effect of foreign exchange rate changes (251) (863) Cash and cash equivalents at 1 January 19,001 20,984 Cash and cash equivalents at 31 December 23 9,650 19,001 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 64 Consolidated cash flow statement For the year ended 31 December 2024 1. General information CPPGroup Plc (the Company) is a public company limited by shares incorporated in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. Its registered office is 6 East Parade, Leeds, LS1 2AD. The Group comprises CPPGroup Plc and its subsidiaries. The Group’s principal activity during the year was the provision of assistance products. The consolidated and Company financial statements are presented in pounds sterling, the functional currency of the consolidated Group and Company. All financial information is rounded to the nearest thousand (£’000) except where otherwise indicated. Foreign operations are included in accordance with the policies set out in note 3. The Company has taken advantage of the exemption in the Companies Act 2006, section 408, not to present its own income statement. The Company reported a profit after tax for the year of £446,000 (2023: £12,077,000) which included dividends received from subsidiary undertakings of £nil (2023: £11,534,000). 2. Adoption of new standards New standards adopted The following standards and interpretations have become effective and have been adopted in these financial statements. Standard/interpretation Subject IAS 1 Classification of Liabilities as Current or Non-Current and Non-Current Liabilities with Covenants IFRS 16 Lease Liability in a Sale and Leaseback IAS 7 and IFRS 7 Disclosures: Supplier Finance Arrangements The Group has assessed the standards that apply from this period and has determined that IAS 1, IFRS 16, IAS 7 and IFRS 7 will not have a material impact on the Group’s current accounting policies. Standards not yet applied At the date of authorisation of these financial statements, the following relevant standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective and have been endorsed for the UK: Standard/interpretation Subject Period first applies (year ended) IAS 21 Lack of Exchangeability 31 December 2025 IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments 31 December 2026 IFRS 18 Presentation and Disclosure in Financial Statements 31 December 2027 IFRS 19 Reduced disclosure for eligible subsidiaries 31 December 2027 The Group has assessed the standards not yet applied and has determined that IFRS 19, IFRS 9, IFRS 7 and IAS 21 will not have a material impact on the Group’s current accounting policies. IFRS 18 will have an impact on the presentation and disclosure of the primary statements; the impact of this is being assessed. 3. Significant accounting policies Basis of preparation These consolidated financial statements on pages 59 to 101 present the performance of the Group for the year ended 31 December 2024. The financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and UK-adopted International Accounting Standards (UK IASs). The consolidated financial statements have been prepared under the historical cost basis. The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council (FRC). Accordingly, the financial statements have been prepared in accordance with FRS 101 “Reduced Disclosure Framework” as issued by the FRC incorporating the amendments to FRS 101 issued by the FRC in July 2015 and July 2016. The Company financial statements have also been prepared under the historical cost basis. As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available in relation to presentation of a cash flow statement, share-based payments and related party transactions. Going concern The Board of Directors has, at the time of approving the consolidated financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of at least 12 months from the date of this report. The assessment considers the Group’s modelling of a number of plausible adverse scenarios. Accordingly, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements. Further details of the Directors’ assessment are set out in the Directors’ Report on page 52. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 65 Notes to the financial statements For the year ended 31 December 2024 3. Significant accounting policies continued Basis of consolidation The consolidated financial statements include the results, cash flows, assets and liabilities of the Company and the entities under its control. Control is achieved when the Company has power over the investee; is exposed or has rights to variable return from its involvement with the investee; and has the ability to use its power to affect its returns. Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies. The power to govern is also achieved when the Group is exposed to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. This power is generally accompanied by the Group having a shareholding of more than 50% of the voting rights. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal. Adjustments are made, where necessary, to the financial statements of subsidiaries to bring their accounting policies into line with Group policies. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Restatement of disclosures During the financial year, the Group completed the sale of its wholly owned subsidiary CPP Italia Srl (Italy) and its 51% holding in Globiva Services Private Limited (Globiva). The Group wound up the operations of its wholly owned subsidiaries CPP Proteccion Y Servicios de Asistencia SAU (Spain), CPP Mediacion Y Proteccion SL (Portugal), CPP Malaysia Sdn. Bhd (Malaysia) and CPP Global Assistance Bangladesh Limited (Bangladesh). In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, these companies have been classified as discontinued within these financial statements. Accordingly, the comparative consolidated income statement information and appropriate disclosure notes have been restated. Portugal, Malaysia and Bangladesh were not material subsidiaries and have been grouped and disclosed in the notes as ‘other’. Assets and liabilities classified as held for sale and discontinued operations Assets and liabilities are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction and the sale is highly probable as at the balance sheet date. Assets and liabilities classified as held for sale are stated at the lower of carrying amount and fair value less costs to sell. They are not depreciated or amortised from the point they are recognised as held for sale. Operations are classified as discontinued when they are either disposed or are part of a single co-ordinated plan to dispose and represent a major line of business or geographical area of operation. Discontinued operations include all income and expenses relating to the discontinued operations, including exceptional items, taxation, profit or loss on disposal and costs to sell. Operations which are to be abandoned will only meet the discontinued operations criteria in the accounting period in which there are no directly employed employees, there are no operational servicing requirements and there is no revenue being generated. Exceptional items Items which are exceptional and within operating profit, being material in terms of size and/or nature, are presented separately from underlying business performance in the consolidated income statement. The separate reporting of exceptional items contained within operating profit helps provide an indication of the Group’s underlying business performance. Items which are in other gains or losses and exceptional from their size or nature are identified in the exceptional note. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event; it is probable that the Group will be required to settle that obligation; and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. A constructive obligation is determined to have occurred when a decision has been made by the Board, a formal plan for restructuring has been detailed and the implementation of this has commenced. This is either via announcement to those affected or via the commencement of the restructuring plan. In this scenario, each business unit will be considered to have a constructive obligation when the implementation of the restructuring has commenced and those affected informed, as a decision has already been made by the Board. At this point, it is considered an accrual rather than a provision. Given the closure of the Legacy operations, the Group has considered the costs required to fulfil existing contracts and when these are determined as onerous, whereby future costs are expected to exceed future income, they are recognised through an onerous contract provision. Provisions are not recognised for future operating losses (unless within the onerous contract considerations). Hyperinflation The Group has operations in Turkey, which meets the criteria to be classified as a hyperinflationary economy. This is based on the Turkish Statistical Institute published consumer price index, which had cumulative inflation of 290.8% over a three-year period as at December 2024 (2023: 268.3%). IAS 29 “Financial Reporting in Hyperinflationary Economies” requires that inflation accounting is applied to the financial statements of entities where the cumulative inflation rate in three years approximates or exceeds 100%. Inflation accounting aims to restate the value of the assets, liabilities and income statement items of an entity in terms of the monetary values at the balance sheet date, to better represent their true and fair value. This is performed by applying a conversion factor calculated using the reporting date inflation index over the inflation index at the date of recognition to revalue non-monetary balance sheet and all income statement items. The CPI inflation index published by the Turkish Statistical Institute has been used for this calculation. In Turkey’s case, this has impacted other intangible assets, property, plant and equipment, right-of-use assets, prepayments, contract liabilities, deferred tax, and all income statement items. Monetary items are not restated as they are already recognised in terms of the monetary unit current at the balance sheet date. The year end exchange rate is then used to retranslate all inflated financial statement line items (including income statement items), which at 31 December 2024 was 44.34 (31 December 2023: 37.41). Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 66 CPPGroup Plc Annual Report and Accounts 2024 66 Notes to the financial statements continued For the year ended 31 December 2024 3. Significant accounting policies continued Hyperinflation continued The impact of inflation on fixed assets to the start of the year is recognised as a movement in retained earnings. Comparative balances are not restated. The inflation impact for the current year has been recognised within finance costs. At 31 December 2024, the annual inflation rate was 44.4% (31 December 2023: 64.8%). The overall impact of inflation accounting in Turkey in the year has been as follows: 2024 £’000 2023 £’000 Net assets (75) 119 Profit before tax 101 127 Taxation (31) (45) Profit after tax 70 82 Retained earnings (145) 37 Share-based payments The Group’s current share plans under which it has issued share options are the Deferred Bonus Plan (DBP) and 2023 Long Term Incentive Plan (2023 LTIP). Costs in relation to the DBP and 2023 LTIP are disclosed within administrative expenses, albeit the DBP costs are not included in EBITDA. The Group also has a Capital Appreciation Plan (CAP), which is a cash-based scheme. Costs in relation to the CAP are disclosed within administrative expenses. The Group has outstanding share options through the 2016 Long Term Incentive Plan (2016 LTIP) which is a legacy share plan. There are no costs recognised in relation to this plan in the consolidated income statement. All outstanding options under the 2016 LTIP have vested and remain available for exercise. Share options are treated as equity settled if the Group has the ability to determine whether to settle exercises in cash or by the issue of shares. Share options are measured at fair value at the date of grant, based on the Group’s estimate of shares that will eventually vest, and adjusted for the effect of non-market-based vesting conditions each year. Non-market-based vesting conditions include a change in control of the Group and are considered by the Directors at each year end. The fair value of equity-settled share-based payments is expensed in the consolidated income statement on a straight line basis over the expected vesting period, with a corresponding increase in equity, subject to adjustment for forfeited options. Where the terms of an equity-settled award are modified, the cost based on the original award terms continues to be recognised over the remainder of the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the fair value of the original award and the fair value of the modified award, both as measured on the date of modification. This is adjusted for any revised assumptions of non-market vesting conditions on modification date. No reduction is recognised if the difference in the fair value is negative. For cash-settled share-based payments or cash-based awards, such as the CAP, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year. The fair value of share options is measured by use of the Black Scholes option pricing model and the Monte Carlo simulation model. Revenue recognition Retail assistance revenue The Group provides a range of assistance products and services, under the My Finances, My Tech, My Health, My Home, My Digital and My Travel product ranges. These may be insurance backed as well as including a bundle of assistance and other services. Revenue attributable to the Group’s assistance products comprises the prices paid by customers for the assistance products net of any cancellations, sales taxes and underwriting fees dependent on the terms of the arrangement. Revenue is recognised either immediately on inception of a policy or over the duration of the policy where there are ongoing obligations to fulfil with a customer. The Group’s performance obligations typically include a combination of intermediary services, claims handling, policy administration services and providing access to a range of relevant assistance benefits. This allocation of revenue is determined by each product and its features and is calculated on a cost plus margin basis. Revenue recognised on inception relates to the Group’s role as intermediary in the policy sale and immediate delivery of certain features. Revenue recognised over the life of the policy relates to the administration process and ongoing services where obligations exist to provide future services, such as claims handling. The proportion of recognition on inception and over a period of time varies across the Group’s suite of products dependent on the services performed and product features included. Provisions for cancellations are made at the time revenue is recorded and are deducted from revenue. For certain other of the Group’s assistance products, there are no introduction fees. In these arrangements, revenue comprises the subscriptions received from members, net of underwriting fees and exclusive of any sales taxes. These subscriptions are recognised over the duration of the service provided. Wholesale policies Wholesale revenue generally comprises fees billed directly to business partners, exclusive of any sales taxes, and is recognised as those fees are earned. This encompasses the products within My Finances, My Travel and My Digital. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 67 CPPGroup Plc Annual Report and Accounts 2024 67 3. Significant accounting policies continued Revenue recognition continued Non-policy revenue Non-policy revenue comprises fees billed directly to customers or business partners for services provided under separate non‑policy-based arrangements. Such revenue is recognised, exclusive of any sales taxes, as those fees are earned. These are under the ‘Other’ category of products. Contract assets The Group recognises contract assets in the consolidated balance sheet. Contract assets represent deferred costs that are incremental to obtaining a customer contract, typically commission costs. Contract assets are recognised in the consolidated income statement in line with the profile of the associated revenue within the relevant customer contract. These assets have been classified as either current or non-current reflecting the period in which they are expected to be recognised through the consolidated income statement. Contract liabilities The Group recognises contract liabilities in the consolidated balance sheet. Contract liabilities represent deferred income and have been classified as current or non-current, reflecting the period in which future performance obligations are expected to be satisfied and when the liability is to be recognised in the consolidated income statement. Investments in subsidiaries Investments in subsidiaries in the Company balance sheet are stated at cost less accumulated impairment losses. Investments are periodically reviewed for impairment by comparing the carrying value to value in use. Equity investments Equity investments are initially recognised at fair value, in accordance with IFRS 9. They are revalued at reporting dates and an election has been made that the fair value gains or losses are recognised in other comprehensive income. Non-controlling interests Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that is not held by the Group and is presented within equity on the consolidated balance sheet, separately from the Company’s equity holdings. The Group recognises any non-controlling interest in acquired entities on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Goodwill Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is not subject to amortisation but is tested for impairment annually. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gain or loss on disposal. Impairment of goodwill For the purpose of impairment testing, goodwill is allocated to cash generating units (CGUs). If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit. An impairment loss for goodwill is not reversed in a subsequent period. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 68 CPPGroup Plc Annual Report and Accounts 2024 68 Notes to the financial statements continued For the year ended 31 December 2024 3. Significant accounting policies continued Intangible assets Externally acquired software Externally acquired software is measured at purchase cost and is amortised on a straight line basis over its estimated useful life of four to five years. Internally generated software Internally generated intangible assets arising from the Group’s software development programmes are recognised from the point at which the following conditions are met: • an asset is created that can be identified; • it is probable that the asset created will generate future economic benefits; and • the development cost of the asset can be measured reliably. Internally generated software is amortised on a straight line basis over its estimated useful life of four years. Intangible assets arising from business combinations Intangible assets arising from business combinations are initially stated at their fair values and amortised over their useful economic lives as follows: • Business partner relationships: in line with the relevant projected revenues. Property, plant and equipment Property, plant and equipment are shown at purchase cost, net of accumulated depreciation. Depreciation is provided at rates calculated to write off the costs, less estimated residual value, of each asset over its expected useful life as follows: Computer systems: 4–5 years straight line Furniture and equipment: 4 years straight line Leasehold improvements: Over the shorter of the life of the lease and the useful economic life of the asset Impairment of intangible assets and property, plant and equipment Annually the Group reviews the carrying amounts of both its intangible assets and property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted at their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU may be increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or CGU in prior years. Cash and cash equivalents Cash and cash equivalents comprise cash in hand and bank deposits with a term from inception of three months or less, less bank overdrafts where there is a right to offset. Bank overdrafts are presented as current liabilities to the extent that there is no right to offset with cash balances in the same currency. Leases The Group assesses whether a contract is or contains a lease at inception of the contract. The Group’s leases include properties, equipment and motor vehicles. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and low-value assets. For these leases, the Group recognises the lease payments as an expense through the consolidated income statement on a straight line basis over the term of the lease. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 69 CPPGroup Plc Annual Report and Accounts 2024 69 3. Significant accounting policies continued Leases continued Lease liabilities The lease liability is initially measured at the present value of the lease payments, discounted by using the relevant incremental borrowing rate available to the Group in each territory where a lease is held. Lease liabilities include the net present value of the following: lease payments; fixed payments, including any incentives; variable lease payments; and amounts payable under residual value guarantees. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated income statement over the lease period providing a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets Right-of-use assets are measured at cost comprising the following: the amount of the initial measurement of lease liability and any lease payments made at or before the commencement date; less any lease incentives received, any initial direct costs and final committed restoration costs. The right-of-use asset is depreciated on a straight line basis over the shorter of the asset’s useful life and the lease term. Variable lease payments When a lease includes terms that change the future lease payments, such as index-linked reviews, the lease liability (and related right-of-use asset) is remeasured based on the revised future lease payments at the date on which the revision is triggered. Extension and termination options A number of the Group’s lease arrangements include extension and termination options. These terms are used to maximise operational flexibility in respect of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated), considering historical trends and circumstances of the lease arrangement. Taxation Taxation on the profit or loss for the year comprises both current and deferred tax as well as adjustments in respect of prior years. Taxation is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the tax is also included within equity. Current tax is the expected tax payable on the taxable income for the year using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is provided in full, using the liability method, on all taxable and deductible temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiary undertakings except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income tax levied by the same taxation authority and the Group/Company intends to settle its current tax assets and liabilities on a net basis. Pension costs Pension costs represent contributions made by the Group to defined contribution pension schemes. These are expensed as incurred. Foreign currencies In preparing the financial information of the individual entities in the Group, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. On consolidation, the assets and liabilities of the Group’s overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences are classified as equity and transferred to the Group’s translation reserve. Goodwill and fair value adjustments arising on the acquisition of foreign entities are treated as assets and liabilities of the foreign entity and are translated at the closing rate. On disposal of foreign operations, the cumulative amount of exchange differences previously recognised directly in equity for that foreign operation are transferred to the consolidated income statement as part of the profit or loss on disposal. On abandonment, this is recognised in exceptional other gains or losses. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 70 CPPGroup Plc Annual Report and Accounts 2024 70 Notes to the financial statements continued For the year ended 31 December 2024 3. Significant accounting policies continued Financial instruments Financial assets and financial liabilities are recognised in the consolidated balance sheet when the Group becomes a party to the contractual provisions of the instrument. These are de-recognised when the contractual provisions have ceased or substantially all of the risks and rewards have been transferred. Financial assets Trade receivables, loans, other receivables or cash and cash equivalents that have fixed or determinable payments that are not quoted in an active market are initially recorded at fair value and subsequently at amortised cost using the effective interest method, less allowance for any estimated irrecoverable amounts. Investments in debt instruments are initially measured at fair value, including transaction costs directly attributable to the acquisition of the financial asset. Financial assets held at fair value through profit and loss are initially recognised at fair value and transaction costs are expensed. Where debt instruments are designated as ‘fair value through profit and loss’, gains and losses arising from changes in fair value are included in the income statement for the period. For debt instruments designated as ‘fair value through other comprehensive income’ gains or losses arising from changes in fair value are recognised in other comprehensive income. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are measured at fair value with gains or losses recognised through the other comprehensive income. Classification Financial assets are classified at level 1 to 3 depending on if they are quoted instruments (level 1), have observable inputs (level 2) or have unobservable inputs (level 3). Financial liabilities Financial liabilities, including borrowings, are initially measured at the proceeds received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. 4. Critical accounting judgements and key sources of estimation uncertainty The preparation of consolidated financial statements in accordance with IFRS requires the use of assumptions, estimates and judgements that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results in the future may differ from those reported. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. Critical judgements Revenue recognition The Group recognises revenue either immediately on inception of a policy or over the duration of a policy where there are ongoing obligations to fulfil. Certain of the Group’s contractual structures relating to product features require judgement in determining whether the Group carries an obligation to the customer over the term of the policy or if the exposure to that obligation has been transferred to a third party on inception. This judgement determines when the Group has completed the performance obligation to the customer and can recognise revenue. The Group allocates revenue on a cost plus margin basis. The cost base may vary over time as product features are enhanced, suppliers are changed or underlying costs move. Judgement is applied in determining if the resulting changes to the cost base represent a temporary or permanent adjustment in the allocation of revenue to performance obligations. If a change is considered temporary, or within a materiality threshold, revenue recognition principles are not amended to aid consistency. Classification of exceptional items Exceptional items are those items that are required to be separately disclosed by virtue of their size or incidence or have been separately disclosed on the income statement in order to improve a reader’s understanding of the financial statements. Consideration of what should be included as exceptional requires judgement to be applied. Exceptional items are considered to be those which are material and outside of the normal operating practice of the Group. In the year, this largely relates to the finalisation of the CMP. Assumptions and estimation uncertainties Current tax The Group operates in countries with complex tax regulations, where filed tax positions may remain open to challenge by local tax authorities for several years. Corporation taxes are recognised by assessment of the specific tax law and likelihood of settlement. Where the Group has uncertain tax treatments it has recognised appropriate provisions reflecting the expected value calculated by the sum of the probability-weighted amounts in a range of possible outcomes. Changes to the Group’s assessment of uncertain tax treatments are reflected through the consolidated income statement. Onerous contract provisions The Group recognised substantial provisions for onerous contracts in the prior year which are still to be utilised in full. These represent a best estimate as at the balance sheet date of the costs to deliver contractual commitments over the remaining term of these contracts, which is up to 24 months from the balance sheet date. These estimates are reviewed at every reporting date; however, there are a number of factors which could influence the amount required for these provisions, including policy cancellations and staff costs. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 71 CPPGroup Plc Annual Report and Accounts 2024 71 5. Segmental analysis IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Board of Directors to allocate resources to the segments and to assess their performance. The Group is managed on the basis of five broad business units: • India1; • Turkey; • Blink; • Central functions – central cost base required to provide expertise and operate a listed group. Central functions is stated after the recharge of certain central costs that are appropriate to transfer to the relevant geographies for statutory purposes; and • Legacy (UK MGA and UK Legacy)2. 1. Previously this segment included Globiva. Following its disposal, this has been reclassified as discontinued and the prior year restated. 2. Previously this segment included Spain and Italy. On abandonment and sale respectively they were reclassified as discontinued and the prior year restated. Segment revenue and performance for the current and comparative periods are presented as follows: Year ended 31 December 2024 India £’000 Turkey £’000 Blink £’000 Central functions £’000 Legacy £’000 Total £’000 Continuing operations Revenue – external sales 145,401 8,610 1,065 — 1,350 156,426 Cost of sales (130,198) (5,037) (253) — (130) (135,618) Gross profit 15,203 3,573 812 — 1,220 20,808 Administrative expenses excluding depreciation, amortisation and exceptional items (8,573) (2,167) (3,518) (3,534) (1,588) (19,380) EBITDA 6,630 1,406 (2,706) (3,534) (368) 1,428 Depreciation and amortisation (1,883) (215) (145) (191) (1) (2,435) Exceptional items (note 6) — — (78) (1,469) (245) (1,792) Operating profit/(loss) 4,747 1,191 (2,929) (5,194) (614) (2,799) Investment revenues 330 Finance costs (277) Loss before taxation (2,746) Taxation (1,928) Loss for the year from continuing operations (4,674) Profit for the year from discontinued operations 1,062 Loss for the year (3,612) Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 72 CPPGroup Plc Annual Report and Accounts 2024 72 Notes to the financial statements continued For the year ended 31 December 2024 5. Segmental analysis continued Year ended 31 December 2023 (restated*) India £’000 Turkey £’000 Blink £’000 Central functions £’000 Legacy £’000 Total £’000 Continuing operations Revenue – external sales 160,972 4,675 816 — 6,970 173,433 Cost of sales (145,991) (1,834) (79) — (1,499) (149,403) Gross profit 14,981 2,841 737 — 5,471 24,030 Administrative expenses excluding depreciation, amortisation and exceptional items (9,133) (1,689) (2,529) (4,672) (4,667) (22,690) EBITDA 5,848 1,152 (1,792) (4,672) 804 1,340 Depreciation and amortisation (705) (139) (162) (255) (176) (1,437) Exceptional items (note 6) — (223) — (1,142) (4,615) (5,980) Operating profit/(loss) 5,143 790 (1,954) (6,069) (3,987) (6,077) Investment revenues 500 Finance costs (110) Loss before taxation (5,687) Taxation (2,157) Loss for the year from continuing operations (7,844) Loss for the year from discontinued operations (255) Loss for the year (8,099) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Segment assets 2024 £’000 2023 (restated*) £’000 India 20,002 28,629 Turkey 3,596 2,293 Blink 1,247 873 Central functions 1,531 958 Legacy 1,934 3,890 Total segment assets 28,310 36,643 Unallocated assets 586 1,206 Assets relating to discontinued operations — 13,725 Assets classified as held for sale — 2,631 Consolidated total assets 28,896 54,205 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Goodwill, deferred tax and the equity investment (classified as held for sale in the year ended 31 December 2024) are not allocated to segments. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 73 CPPGroup Plc Annual Report and Accounts 2024 73 5. Segmental analysis continued Capital expenditure Intangible assets Property, plant and equipment Right-of-use assets 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 £’000 2024 £’000 2023 £’000 India 1,250 2,970 23 157 — 87 Turkey 40 14 19 105 778 294 Blink 429 251 12 27 — — Central functions 50 138 5 19 — — Legacy — — — 27 — 6 Total continuing additions 1,769 3,373 59 335 778 387 Discontinued — 178 211 — — — Total additions 1,769 3,551 270 335 778 387 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Revenues from major products Major product streams are disclosed on the basis monitored by senior management. 2024 £’000 2023 (restated*) £’000 Continuing operations My Finances 34,777 39,393 My Tech 56,420 49,837 My Health 43,295 59,225 My Home 16,170 18,567 My Digital 4,880 5,852 My Travel 884 559 Revenue from continuing operations 156,426 173,433 Revenue from discontinued operations 11,530 19,603 Total revenue 167,956 193,036 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. The Group derives its revenue from contracts with customers for the transfer of goods and services which is consistent with the revenue information that is disclosed for each reportable segment under IFRS 8. Timing of revenue recognition The Group derives revenue from the transfer of goods and services over time and at a point in time as follows: 2024 £’000 2023 (restated*) £’000 Continuing operations At a point in time 153,857 150,876 Over time 2,569 22,557 Revenue from continuing operations 156,426 173,433 Discontinued operations At a point in time 11,530 19,491 Over time — 112 Revenue from discontinued operations 11,530 19,603 Total revenue 167,956 193,036 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 74 CPPGroup Plc Annual Report and Accounts 2024 74 Notes to the financial statements continued For the year ended 31 December 2024 5. Segmental analysis continued Geographical information The Group operates across a number of territories, of which India and Turkey are considered individually material. Revenue from external customers and non-current assets (excluding deferred tax) by geographical location is detailed below: External revenues Non-current assets 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 Geographical location for continuing operations India 145,401 160,972 5,671 6,380 Turkey 8,610 4,675 1,084 584 Other 2,415 7,786 916 419 Total for continuing operations 156,426 173,433 7,671 7,383 Discontinued operations 11,530 19,603 — 4,011 167,956 193,036 7,671 11,394 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Information about major customers Revenue from the customers of one business partner in the Group’s Indian segment represented approximately £122,988,000 (2023: £134,637,000) of the Group’s total revenue. 6. Exceptional items Exceptional items included in the table below detail all items which are included in operating loss and discontinued operations, as well as the associated taxation. 2024 2023 (restated*) Note Core £’000 Legacy £’000 Total £’000 Core £’000 Legacy £’000 Total £’000 Continuing operations Restructuring and closure costs 7 973 270 1,243 299 1,197 1,496 Onerous contract provision — (25) (25) — 3,240 3,240 DBP charges 32 574 — 574 1,066 — 1,066 IT asset impairment 16 — — — — 178 178 Exceptional charge included in loss before tax 1,547 245 1,792 1,365 4,615 5,980 Tax on exceptional items (6) — (6) (56) — (56) Exceptional charge after tax for continuing operations 13 1,541 245 1,786 1,309 4,615 5,924 Discontinued operations Exceptional charge from discontinued operations net of tax 13, 14 861 (1,895) (1,034) — 2,240 2,240 2,402 (1,650) 752 1,309 6,855 8,164 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Exceptional costs in the year relate to the Group’s strategy to exit its Legacy markets, focus on its Core operations and simplify its Central functions. Restructuring and closure costs total £1,243,000 (2023 restated: £1,496,000) and relate to Legacy closure activities and Group restructuring, including simplification of Central functions. Redundancy and associated costs have been recognised in UK Legacy, UK MGA and Central functions. Restructuring costs include necessary retention provisions as part of the closure process. The onerous contract provisions credit of £25,000 (2023 restated: £3,240,000 charge) reflects a reassessment of onerous contract provisions, based on latest cost and revenue estimates for UK Legacy and UK MGA. These provisions were initially recognised in the prior year or earlier. All onerous contract provisions recognised relate to the costs required to fulfil and exit contractual commitments above the associated revenue receivable. This includes costs to 2027 and is held as a provision at the balance sheet date (see note 27). DBP charges of £574,000 (2023: £1,066,000) relate to a share-based retention plan for the EMC whereby participants agreed to defer a portion of their 2022 annual bonus in return for share options. The plan was established to recognise the importance of having a settled and aligned EMC that is engaged and retained for the duration of the CMP (see note 31). Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 75 CPPGroup Plc Annual Report and Accounts 2024 75 7. Loss for the year Continuing operations Discontinued operations Total Note 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 £’000 Loss for the year has been arrived at after charging/(crediting): Operating lease charges 18 9 2 — 51 9 53 Net foreign exchange gains 10 (87) (42) 3 — (84) (42) Depreciation of property, plant and equipment 17 148 191 179 342 327 533 Depreciation of right-of-use assets 18 271 301 471 748 742 1,049 Amortisation of intangible assets 16 2,016 1,060 48 128 2,064 1,188 Impairment of intangible assets 16 — 178 — — — 178 Impairment of property, plant and equipment 17 — — — 40 — 40 Loss on disposal of property, plant and equipment 17 54 24 368 — 422 24 Loss on disposal of intangible assets 16 — — 169 31 169 31 Loss on disposal of right-of-use assets 18 — 34 1,991 — 1,991 34 Other gains and losses — — 1,982 — 1,982 — Other restructuring and closure costs 511 117 — — 511 117 Staff costs Share-based payments 8, 31 709 1,137 — — 709 1,137 Restructuring/redundancy costs 8 732 1,489 53 2,177 785 3,666 Other staff costs 14,051 14,881 9,565 13,676 23,616 28,557 Total staff costs 8 15,492 17,507 9,618 15,853 25,110 33,360 Movement in the lifetime expected credit loss 22 — — — — — — * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Loss on disposal of property, plant and equipment, intangible and right-of-use assets for discontinued operations represents the net book value at the date of disposal, when these assets were de-recognised from the balance sheet. Fees payable to PKF Littlejohn LLP and its associates for audit and non-audit services are as follows: 2024 £’000 2023 £’000 Payable to the Company’s Auditor for the audit of the Company and consolidated financial statements 153 143 Fees payable to the Company’s Auditor and its associates for other services to the Group: – Audit of the Company’s subsidiaries, pursuant to legislation 174 237 Total audit services 327 380 Other services — — Total non-audit services — — 327 380 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 76 CPPGroup Plc Annual Report and Accounts 2024 76 Notes to the financial statements continued For the year ended 31 December 2024 8. Staff costs Staff costs during the year (including Executive Directors) Continuing operations Discontinued operations Total 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 £’000 Wages and salaries 12,581 13,142 8,968 12,452 21,549 25,594 Social security costs 1,027 1,208 597 1,198 1,624 2,406 Restructuring/redundancy costs 732 1,489 53 2,177 785 3,666 Share-based payments (note 31) 709 1,137 — — 709 1,137 Pension costs 443 531 — 26 443 557 15,492 17,507 9,618 15,853 25,110 33,360 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Staff costs during the year (including Executive Directors) attributable to Core and Legacy 2024 £’000 2023 (restated*) £’000 Continuing operations Core 15,326 17,121 Legacy 166 386 Total for continuing operations 15,492 17,507 Discontinued operations 9,618 15,853 Total 25,110 33,360 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. The decrease in Core and Legacy staff costs reflects lower restructuring costs and a decrease in staff numbers in Legacy and Central functions – due to the decommissioning of the Legacy platform and simplification of the Centre - partially offset by increased investment in Blink and a lower SBP charge in the year of £709,000 (2023: £1,137,000). Average number of colleagues 2024 2023 (restated*) Continuing operations India 40 46 Turkey 82 85 Blink 30 20 Central functions 26 58 Legacy 22 37 Total for continuing operations 200 246 Discontinued operations 4,880 4,312 Total 5,080 4,558 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. The decrease in average number of colleagues across the Group, except for Blink, reflects the exit of the Legacy operations in the year and the simplification of the Central functions cost base. Discontinued operations’ average number of colleagues is calculated up to the date of disposal or closure and include Globiva which, due to the nature of being a Business Process Outsourcer, had a large number of colleagues. The Group utilises third party service providers in a number of its overseas operations. Total staff costs incurred by the Company during the year were £2,088,000 (2023: £2,669,000) and the average number of colleagues was four (2023: five). The decrease reflects the share-based payment charge of £394,000 (2023: £700,000 charge) in the year and reduction in colleagues. Details of the remuneration of Directors are included in the Directors’ Remuneration Report on pages 47 to 50. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 77 CPPGroup Plc Annual Report and Accounts 2024 77 9. Investment revenues Continuing operations Discontinued operations Total 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 £’000 Interest on bank deposits 346 413 117 249 463 662 Effects of hyperinflation (16) 87 — — (16) 87 330 500 117 249 447 749 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. 10. Finance costs Continuing operations Discontinued operations Total 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 £’000 Interest on borrowings 65 69 — — 65 69 Amortisation of capitalised loan issue costs 52 46 — — 52 46 Interest on lease liabilities 103 47 205 366 308 413 Interest on onerous contract provisions 144 — — — 144 — Other – exchange movements (87) (52) 3 10 (84) (42) 277 110 208 376 485 486 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. 11. Taxation 2024 £’000 2023 (restated*) £’000 Continuing operations Current tax charge: UK corporation tax — — Foreign tax 2,322 2,396 Adjustments in respect of prior years 24 26 Current tax relating to continuing operations 2,346 2,422 Deferred tax credit: Origination and reversal of timing differences (376) (70) Impact of change in tax rates — (35) Adjustments in respect of prior years (42) (160) Deferred tax relating to continuing operations (418) (265) Tax charge relating to continuing operations 1,928 2,157 Discontinued operations Tax charge/(credit) relating to discontinued operations 707 (197) Total tax charge 2,635 1,960 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 78 CPPGroup Plc Annual Report and Accounts 2024 78 Notes to the financial statements continued For the year ended 31 December 2024 11. Taxation continued The following is a segmental review of the tax charge, in which withholding taxes arising on distributions are attributed to the country paying the distribution: 2024 £’000 2023 (restated*) £’000 Continuing operations Core: India 1,750 1,773 Turkey 195 370 Blink 41 (94) Central functions — — Total Core 1,986 2,049 Legacy (58) 108 Tax charge for continuing operations 1,928 2,157 Discontinued operations Tax charge/(credit) for discontinued operations 707 (197) 2,635 1,960 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Overall, UK profits chargeable to corporation tax are offset by Group relief surrendered from fellow UK entities. UK corporation tax is calculated at 25.0% (2023: 23.5%) of the estimated assessable profit for the year. Deferred tax is provided at the rate at which it is expected to reverse. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions – India 25.2% inclusive of surcharges (2023: 25.2%) and Turkey 25.0% (2023: 25.0%). Non-UK deferred tax is provided at the local prevailing tax rate which is expected to apply to the reversal of the timing difference. The charge for the year can be reconciled to the loss per the consolidated income statement as follows: 2024 £’000 2023 (restated*) £’000 Loss before tax from continuing operations (2,746) (5,687) Effects of: Tax at the UK corporation tax rate of 25.0% (2023: 23.5%) (686) (1,336) Unprovided deferred tax arising on losses(1) 2,046 2,470 Recurring (income)/expenses not deductible for tax (14) 76 Provision for withholding tax on future distributions(2) 489 655 Other expense not chargeable for tax purposes — (85) Higher tax rates on overseas earnings(3) 223 81 Adjustments in respect of prior years 23 64 Impact of change in future tax rates on deferred tax — (35) Deficit of share option charge compared to tax allowable amount 51 267 Tax on disposal of operations (204) — Tax charged to the income statement for continuing operations 1,928 2,157 Tax charged/(credited) to the income statement for discontinued operations 707 (197) 2,635 1,960 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 79 CPPGroup Plc Annual Report and Accounts 2024 79 11. Taxation continued Effective tax charge The net tax charge of £1,928,000 on a loss before tax of £2,746,000 gives an effective tax rate (ETR) of negative 70% (2023: negative 38%), which is lower than the standard rate of 25%. The loss-making Legacy, Central functions and Blink businesses have contributed to an overall loss before tax; however, tax is still payable in our profitable Indian and Turkish markets, resulting in a negative ETR. Additional information is provided below: 1. Deferred tax has not been recognised on the losses arising in the Legacy UK market, Blink or Central functions, as the short-term profit expectations do not support the recognition of deferred tax assets in these areas. 2. There is a withholding tax burden arising on repatriation of funds from overseas countries which is included in the tax charge. 3. Tax is chargeable at the local statutory rates in our profitable countries, which are higher or in line with the UK corporate income tax rate of 25%. The Group’s ETR is expected to be higher than the UK statutory tax rate in future years as withholding taxes are provided on overseas distributions and deferred tax credits are not taken on losses in markets that are not profitable. The withdrawal from the Legacy markets, the simplification of Central functions and Blink moving into profitability are expected to improve the ETR in the medium-term. The Group maintains appropriate provisions in respect of tax uncertainties arising from operating in multiple overseas jurisdictions. There was no income tax charged to reserves during the current or prior year. 12. Dividends The Directors have not proposed a dividend for the year ended 31 December 2024 (2023: £nil per ordinary share). 13. (Loss)/earnings per share Basic and diluted (loss)/earnings per share has been calculated in accordance with IAS 33 “Earnings per Share”. Underlying (loss)/earnings per share has also been presented in order to provide a better understanding of the performance of the business. In accordance with IAS 33, potential ordinary shares are only considered dilutive when their conversion would decrease the earnings per share or increase the loss per share attributable to equity holders. (Loss)/profit Continuing operations Discontinued operations Total 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 £’000 (Loss)/profit for the purposes of basic and diluted (loss)/earnings per share (4,674) (7,844) 1,084 (811) (3,590) (8,655) Exceptional items (net of tax) 1,786 5,924 (1,034) 2,240 752 8,164 (Loss)/profit for the purposes of underlying basic and diluted (loss)/earnings per share (2,888) (1,920) 50 1,429 (2,838) (491) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. (Loss)/profit attributable to Core and Legacy 2024 2023 (restated*) Core £’000 Legacy £’000 Continuing operations £’000 Core £’000 Legacy £’000 Continuing operations £’000 Loss for the purposes of basic and diluted (loss)/earnings per share (3,618) (1,056) (4,674) (3,976) (3,868) (7,844) Exceptional items (net of tax) 1,541 245 1,786 1,309 4,615 5,924 (Loss)/profit for the purposes of underlying basic and diluted (loss)/earnings per share (2,077) (811) (2,888) (2,667) 747 (1,920) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. The table above does not include discontinued operations. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 80 CPPGroup Plc Annual Report and Accounts 2024 80 Notes to the financial statements continued For the year ended 31 December 2024 13. (Loss)/earnings per share continued Number of shares 2024 Number (thousands) 2023 Number (thousands) Weighted average number of ordinary shares for the purposes of basic (loss)/earnings per share and basic underlying (loss)/earnings per share 9,005 8,846 Effect of dilutive ordinary shares: share options 1,369 295 Weighted average number of ordinary shares for the purposes of diluted (loss)/earnings per share and diluted underlying (loss)/earnings per share 10,374 9,141 Continuing operations Discontinued operations Total 2024 pence 2023 (restated*) pence 2024 pence 2023 (restated*) pence 2024 pence 2023 pence Basic and diluted (loss)/earnings per share (51.90) (88.67) 12.04 (9.17) (39.86) (97.84) Basic and diluted underlying (loss)/ earnings per share (32.07) (21.70) 0.56 16.14 (31.51) (5.56) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. 2024 2023 (restated*) Core pence Legacy pence Continuing operations pence Core pence Legacy pence Continuing operations pence Basic and diluted (loss)/earnings per share (40.18) (11.72) (51.90) (44.95) (43.72) (88.67) Basic and diluted underlying (loss)/earnings per share (23.06) (9.01) (32.07) (30.15) 8.45 (21.70) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. The Group has 171,650,000 (2023: 171,650,000) deferred shares which have no rights to receive dividends and only very limited rights on a return of capital. The deferred shares have not been admitted to trading on AIM or any other stock exchange. Accordingly, these shares have not been considered in the calculation of earnings/(loss) per share. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 81 CPPGroup Plc Annual Report and Accounts 2024 81 14. Discontinued operations On 14 June 2024, the Group completed the sale of its 100% shareholding in CPP Italia Srl (Italy). Consideration on disposal was £433,000 (€512,000). On 15 July 2024, the Group wound up the operations of its 100% shareholding in CPP Proteccion Y Servicios de Asistencia SAU (Spain). On 21 August 2024, there was a share buy back by Globiva Services Private Limited reducing the Group’s holding in the company from 51% to 35% which reclassified the holding to a fair value equity investment from a consolidated joint venture. The equity investment was sold on 9 September 2024. Total consideration for both parts of the disposal was £3,804,000 (INR 415.4 million). Operating results for the year ended 31 December 2024 reflect the trading performance of Spain, Italy and Globiva up to the respective dates of disposal or closure. The comparative information reflects a full year for the companies. Spain and Italy were part of the Legacy segment, while Globiva was part of the Core segment. Other discontinued operations includes Portugal, Malaysia and Bangladesh which have all been wound up and were part of the Legacy segment. (i) Income statement 2024 Note Globiva £’000 Italy £’000 Spain £’000 Other £’000 Total £’000 Revenue 5 10,790 687 53 — 11,530 Cost of sales (8,446) (309) (2) — (8,757) Gross profit 2,344 378 51 — 2,773 Administrative expenses (2,305) 63 (653) — (2,895) Operating profit/(loss) 39 441 (602) — (122) Analysed as: EBITDA 1,211 98 (135) — 1,174 Depreciation and amortisation (661) (37) — — (698) Exceptional items 6 (511) 380 (467) — (598) Investment revenues 9 117 — — — 117 Finance costs 10 (205) — (3) — (208) Other gains and losses — — 1,949 33 1,982 Profit/(loss) before taxation (49) 441 1,344 33 1,769 Taxation 11 (674) — (33) — (707) Profit/(loss) for the year (723) 441 1,311 33 1,062 2023 (restated*) Note Globiva £’000 Italy £’000 Spain £’000 Other £’000 Total £’000 Revenue 5 14,547 1,806 3,117 133 19,603 Cost of sales (11,127) (798) (708) (55) (12,688) Gross profit 3,420 1,008 2,409 78 6,915 Administrative expenses (2,362) (752) (4,012) (98) (7,224) Operating profit/(loss) 1,058 256 (1,603) (20) (309) Analysed as: EBITDA 2,205 322 933 (16) 3,444 Depreciation and amortisation (1,147) (66) (116) (4) (1,333) Exceptional items 6 — — (2,420) — (2,420) Investment revenues 9 249 — — — 249 Finance costs (362) (3) (11) — (376) Other gains and losses 10 — — — (16) (16) Profit/(loss) before taxation 945 253 (1,614) (36) (452) Taxation 11 288 (45) (46) — 197 Profit/(loss) for the year 1,233 208 (1,660) (36) (255) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 82 CPPGroup Plc Annual Report and Accounts 2024 82 Notes to the financial statements continued For the year ended 31 December 2024 14. Discontinued operations continued (ii) Exceptional items 2024 Globiva £’000 Italy £’000 Spain £’000 Other £’000 Total £’000 Loss/(profit) on disposal 511 (380) — — 131 Write down of assets on wind up of discontinued operation — — 414 — 414 Restructuring costs — — 53 — 53 Exceptional items included in operating (profit)/loss 511 (380) 467 — 598 Other gains and losses — — (1,949) (33) (1,982) Tax on exceptional items 350 — — — 350 Total exceptional items after tax 861 (380) (1,482) (33) (1,034) 2023 (restated*) Globiva £’000 Italy £’000 Spain £’000 Other £’000 Total £’000 Restructuring costs — — 2,420 — 2,420 Exceptional items included in operating (profit)/loss — — 2,420 — 2,420 Other gains and losses 16 16 Tax on exceptional items — — (196) — (196) Total exceptional items after tax — — 2,224 16 2,240 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. (iii) (Loss)/profit on disposal The Group has recognised a (loss)/profit on disposal as follows: 2024 Globiva £’000 Italy £’000 Total £’000 Proceeds 3,804 433 4,237 Net assets sold (6,103) (5) (6,108) Non-controlling interests differences on disposal 2,134 — 2,134 Costs associated with disposal — (72) (72) Currency translation differences on disposal (346) 24 (322) (Loss)/profit on disposal (511) 380 (131) There were no disposals in 2023. (iv) Summary of cash flows 2024 Globiva £’000 Italy £’000 Spain £’000 Total £’000 Net cash flows from operating activity 952 (48) (742) 162 Net cash flows from investing activity (1,009) 228 (5) (786) Net cash flows from financing activity (625) — — (625) Net cash (outflow)/inflow (682) 180 (747) (1,249) 2023 (restated*) Globiva £’000 Italy £’000 Spain £’000 Total £’000 Net cash flows from operating activity 2,124 173 (118) 2,179 Net cash flows from investing activity 7 (184) — (177) Net cash flows from financing activity (974) — — (974) Net cash inflow/(outflow) 1,157 (11) (118) 1,028 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 83 CPPGroup Plc Annual Report and Accounts 2024 83 15. Goodwill 2024 £’000 2023 £’000 Cost and carrying value At 1 January 513 544 Disposal (493) — Foreign exchange (loss)/gain (20) (31) At 31 December — 513 Goodwill acquired in a business combination is allocated, at acquisition, to the CGUs that are expected to benefit from that business combination. During the year the Group disposed of Globiva and the associated goodwill. 16. Other intangible assets Business partner relationships £’000 Internally generated software £’000 Externally acquired software £’000 Total £’000 Cost At 1 January 2023 644 6,982 2,977 10,603 Additions — 3,221 330 3,551 Disposals — (20) (824) (844) Hyperinflation adjustment — — 17 17 Exchange adjustments — (354) (71) (425) At 1 January 2024 644 9,829 2,429 12,902 Additions — 1,679 90 1,769 Disposals (389) (490) (516) (1,395) Hyperinflation adjustment — — (14) (14) Exchange adjustments (4) (181) (23) (208) At 31 December 2024 251 10,837 1,966 13,054 Accumulated amortisation At 1 January 2023 544 2,617 2,732 5,893 Provided during the year 66 949 173 1,188 Disposals — (11) (802) (813) Impairment — 171 7 178 Hyperinflation adjustment — — 11 11 Exchange adjustments (15) (102) (57) (174) At 1 January 2024 595 3,624 2,064 6,283 Provided during the year — 1,951 113 2,064 Disposals (340) (490) (396) (1,226) Hyperinflation adjustment — — 2 2 Exchange adjustments (4) (83) (13) (100) At 31 December 2024 251 5,002 1,770 7,023 Carrying amount At 31 December 2023 49 6,205 365 6,619 At 31 December 2024 — 5,835 196 6,031 Amortisation of intangible assets totalling £2,064,000 (2023: £1,188,000) is recognised through administrative expenses in the consolidated income statement. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 84 CPPGroup Plc Annual Report and Accounts 2024 84 Notes to the financial statements continued For the year ended 31 December 2024 16. Other intangible assets continued Internally generated software additions of £1,679,000 (2023: £3,221,000) reflect the capitalisation of staff and contractor costs in IT development projects. Internally generated software includes £nil (2023: £1,205,000) relating to assets in development which are not yet operational and are not amortised. Disposals include £169,000 net book value of intangible assets, which relates to discontinued operations, where the assets have been de-recognised from the balance sheet. 17. Property, plant and equipment Leasehold improvements £’000 Computer systems £’000 Motor vehicles £’000 Furniture and equipment £’000 Total £’000 Cost At 1 January 2023 856 3,670 301 305 5,132 Additions 132 113 47 43 335 Disposals (509) (1,396) — (165) (2,070) Hyperinflation adjustment 22 30 — 2 54 Exchange adjustments (41) (141) (18) (23) (223) At 1 January 2024 460 2,276 330 162 3,228 Additions 4 162 73 31 270 Disposals (310) (1,528) (192) (79) (2,109) Hyperinflation adjustment 6 (36) — (10) (40) Exchange adjustments (12) (29) (8) (7) (56) At 31 December 2024 148 845 203 97 1,293 Accumulated depreciation At 1 January 2023 584 3,030 42 233 3,889 Provided during the year 118 297 76 42 533 Impairment (398) (1,443) — (205) (2,046) Hyperinflation adjustments — 23 — 17 40 Disposals 6 20 — — 26 Exchange adjustments (28) (97) (5) (16) (146) At 1 January 2024 282 1,830 113 71 2,296 Provided during the year 79 166 64 18 327 Disposals (301) (1,171) (159) (56) (1,687) Hyperinflation adjustments 12 4 — 2 18 Exchange adjustments (5) (21) (4) (3) (33) At 31 December 2024 67 808 14 32 921 Carrying amount At 31 December 2023 178 446 217 91 932 At 31 December 2024 81 37 189 65 372 Disposals include £368,000 net book value of property, plant and equipment, which relates to discontinued operations, where the assets have been de-recognised from the balance sheet. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 85 CPPGroup Plc Annual Report and Accounts 2024 85 18. Right-of-use assets The Group’s right-of-use assets are as follows: Property £’000 Motor vehicles £’000 Equipment £’000 Total £’000 Cost At 1 January 2023 6,148 192 423 6,763 Additions 297 70 20 387 Disposals (262) — (297) (559) Hyperinflation adjustments 67 90 62 219 Exchange adjustments (378) (37) (38) (453) At 1 January 2024 5,872 315 170 6,357 Additions — 63 715 778 Disposals (5,160) (4) — (5,164) Hyperinflation adjustments 54 50 (19) 85 Exchange adjustments (100) (16) (46) (162) At 31 December 2024 666 408 820 1,894 Accumulated depreciation At 1 January 2023 2,356 121 350 2,827 Provided during the year 972 45 32 1,049 Disposals (228) — (297) (525) Hyperinflation adjustment 9 49 39 97 Exchange adjustments (167) (20) (26) (213) At 1 January 2024 2,942 195 98 3,235 Provided during the year 607 34 101 742 Disposals (3,173) — — (3,173) Hyperinflation adjustment 20 51 23 94 Exchange adjustments (46) (9) (11) (66) At 31 December 2024 350 271 211 832 Carrying amount At 31 December 2023 2,930 120 72 3,122 At 31 December 2024 316 137 609 1,062 Disposals include £1,991,000 net book value of right-of-use assets, which relates to discontinued operations, where the assets have been de-recognised from the balance sheet. The Group has recognised the following amounts in loss for the year: 2024 £’000 2023 £’000 Depreciation and impairment of right-of-use assets 742 1,049 Interest expense on lease liabilities 308 413 Expense relating to short-term leases 9 53 Expense relating to leases of low-value assets 5 — At 31 December 2024, the Group was committed to £nil (2023: £18,000) for short-term leases. The net cash outflow for leases amounts to £966,000 (2023: £1,396,000). Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 86 CPPGroup Plc Annual Report and Accounts 2024 86 Notes to the financial statements continued For the year ended 31 December 2024 19. Investment in subsidiaries Company 2024 £’000 2023 £’000 Cost At 1 January 19,210 16,274 Acquisitions — 3,665 Disposals — (729) At 31 December 19,210 19,210 Provisions for impairment At 1 January — 729 Disposals — (729) At 31 December — — Carrying amount At 1 January 19,210 15,545 At 31 December 19,210 19,210 Investments in Group entities at 31 December 2024 were as follows: Country of incorporation/ registration Class of shares held Percentage of share capital held Investments in subsidiary undertakings held directly CPP Group Limited England & Wales Ordinary shares 100% CPP Worldwide Holdings Limited England & Wales Ordinary shares 100% Blink Parametric Holdings Limited England & Wales Ordinary shares 100% Investments in subsidiary undertakings held through an intermediate subsidiary Blink Parametric UK Limited England & Wales Ordinary shares 100% Card Protection Plan Limited England & Wales Ordinary shares 100% CPP Assistance Services Limited England & Wales Ordinary shares 100% CPP European Holdings Limited England & Wales Ordinary shares 100% CPP Holdings Limited England & Wales Ordinary shares 100% CPP Services Limited England & Wales Ordinary shares 100% CPPGroup Services Limited England & Wales Ordinary shares 100% Homecare (Holdings) Limited England & Wales Ordinary shares 100% Homecare Insurance Limited England & Wales Ordinary shares 100% Valeos (2013) Limited England & Wales Ordinary shares 100% CPP Secure Limited England & Wales Ordinary shares 100% CPP Innovation Limited Ireland Ordinary shares 100% CPP Assistance Services Private Limited India Ordinary shares 100% CPP Sigorta Aracilik Hizmetleri Anonim Sirketi Turkey Ordinary shares 100% CPP Yardim ve Destek Hizmetleri Anonim Sirketi Turkey Ordinary shares 100% Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 87 CPPGroup Plc Annual Report and Accounts 2024 87 19. Investment in subsidiaries continued The principal activity of all the subsidiaries is to provide services in connection with the Group’s major product streams, or act as a holding company. The individual entities’ registered addresses are shown in the Company offices section on page 104. The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Act. Company number CPP Group Limited 06535283 CPP Worldwide Holdings Limited 07154018 CPP European Holdings Limited 04362765 CPP Holdings Limited 01659493 CPP Services Limited 03709675 CPP Assistance Services Limited 03180887 CPP Secure Limited 10257192 Valeos (2013) Limited 08718589 20. Assets held for sale/ equity investment 2024 £’000 2023 £’000 Carrying amount at 1 January — 2,041 Recognition of equity investment on disposal of joint venture 884 — Disposal (884) — Fair value gain through other comprehensive income — 610 Costs to sell — (20) Reclassification to assets held for sale — (2,631) Carrying amount at 31 December — — On 21 August 2024, there was a share buy back by Globiva Services Private Limited reducing the Group’s holding in the company from 51% to 35%, at which point it was disposed of from the consolidated Group results and a fair value equity investment was recognised. The remaining holding was sold on 9 September 2024, for consideration of £884,000 (INR 99 million), which was equal to the fair value it was held at. In the prior year, the equity investment in KYND had been reclassified as held for sale at the balance sheet date and was held at £2,631,000. The revaluation to fair value represented the agreed sale price which the equity investment in KYND was sold for on 15 February 2024. Fair value gains are recognised in other comprehensive income. There have been no dividends received in the year (2023: £nil) from any equity investment. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 88 CPPGroup Plc Annual Report and Accounts 2024 88 Notes to the financial statements continued For the year ended 31 December 2024 21. Contract assets and liabilities The Group has recognised the following assets and liabilities related to contracts with customers: 2024 £’000 2023 £’000 Non-current contract assets 206 208 Current contract assets 5,567 6,716 Total contract assets 5,773 6,924 Contract assets represent deferred commission costs that are recognised in line with the pattern of recognition of the associated revenue. Non-current contract assets will be charged to the balance sheet over a period of greater than 12 months from the balance sheet date. 2024 £’000 2023 £’000 Non-current contract liabilities 510 604 Current contract liabilities 9,436 11,581 Total contract liabilities 9,946 12,185 Contract liabilities represent revenue which is recognised over the life of a policy or contract. Non-current contract liabilities will be credited to the consolidated income statement over a period of greater than 12 months from the balance sheet date. 22. Trade and other receivables Consolidated Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Trade receivables 1,755 5,902 — — Prepayments and accrued income 1,855 4,714 — — Amounts due from Group entities — — 75,013 71,290 Inventories 12 9 — — Other debtors 1,800 3,145 204 63 Total trade and other receivables 5,422 13,770 75,217 71,353 The Group’s trade and other receivables are predominantly non-interest bearing. The Group’s trade receivables relate to retail customer payments awaiting collection and wholesale counterparties. The Group is responsible for activating the collection process for certain of our retail customers. The collection is received within a specified period of processing the transaction resulting in credit risk being considered low for these items. For other business partners, including a major customer, they activate the collection process on behalf of the retail customer and remit this to the Group on a weekly basis. There has been no past experience of credit default for this business partner, due to the quality of the relationships and their credit rating. Wholesale counterparty balances are assessed for expected credit losses based on past experience of credit default with those counterparties and the Group’s experience as a whole in relation to credit defaults. The Group does not have any notable past experience of customer and counterparty credit defaults, due in part to the quality of the relationships it has with its counterparties and their credit ratings. Where credit is offered to customers, the average credit period offered is 31 days (2023: 30 days). No interest is charged on trade receivables at any time. Disclosures regarding credit risk relate only to counterparties or customers offered credit. Overall exposure continues to be mainly spread over a large number of customers but where concentration exists this is with highly rated counterparties. The Group has provided £74,000 (2023: £52,000) for debtors included in the Group’s trade receivable balances which are past due at the reporting date. There has been no material change in credit quality of our debtors. Consistent with the prior year and our business model, no debtors are provided for their lifetime expected credit loss, as there have been no indicators that this is required in the year. The Company has amounts due from Group entities which are repayable on demand. Interest has been charged on these balances in line with the Group’s external borrowing rate for the year, which was the Bank of England base rate plus 3.20%. The Company has not recognised a provision for non-recoverability of intercompany loans in either the current or prior year. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 89 CPPGroup Plc Annual Report and Accounts 2024 89 23. Cash and cash equivalents Consolidated cash and cash equivalents of £9,650,000 (2023: £19,001,000) comprise cash held on demand by the Group and short‑term deposits. Cash has decreased in the year, as the Group has followed through on the Change Management Programme, with payment of Legacy and Central functions accrued exceptional costs, the platform build in India and increased investment in Blink. Cash and cash equivalents include £157,000 (2023: £1,045,000) required to be maintained by the Group’s insurance business for solvency purposes. Concentration of credit risk is reduced, as far as practicable, by placing cash on deposit across a number of institutions with the best available credit ratings. The credit quality of counterparties is as follows: 2024 £’000 2023 £’000 A 2,878 7,214 AA 4,038 — BBB 5 7,837 BB 1,259 2,618 B 777 386 Rating information not available 693 946 9,650 19,001 Ratings are measured using Fitch’s long-term ratings, which are defined such that ratings ‘AAA’ to ‘BB’ denote investment grade counterparties, offering low to moderate credit risk. ‘AAA’ represents the highest credit quality, indicating that the counterparty’s ability to meet financial commitments is highly unlikely to be adversely affected by foreseeable events. Company cash and cash equivalents were £17,558,000 (2023: £23,770,000). The balance has decreased in the year as it supports the investment in Blink. The Company is party to a cross-guarantee in respect of a bank account netting arrangement in which it is a participant alongside certain other Group companies. Cash and cash equivalents for the Company include £17,556,000 (2023: £23,768,000) which is held in a bank account subject to this arrangement. 24. Trade and other payables Consolidated Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Trade creditors and accruals 13,832 22,979 1,871 1,624 Insurance liabilities 15 77 — — Other tax and social security 829 1,677 115 9 Other payables 27 963 — — Amounts payable to Group entities — — 9,252 12,130 Total trade and other payables 14,703 25,696 11,238 13,763 Trade creditors and accruals comprise amounts outstanding for trade purchases and ongoing costs. The average credit period for trade purchases is 30 days (2023: 42 days). This has decreased due to payment terms in our Indian business. Interest is not suffered on trade payables. The Group has financial management policies in place to ensure that all payables are settled within the pre-agreed credit terms. The Company has amounts payable to Group entities which are repayable on demand. Interest has been charged on these balances in line with the Group’s external borrowing rate for the year, which was the Bank of England base rate plus 3.20%. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 90 CPPGroup Plc Annual Report and Accounts 2024 90 Notes to the financial statements continued For the year ended 31 December 2024 25. Lease liabilities The maturity analysis of the Group’s lease liabilities is as follows: 2024 £’000 2023 £’000 Year 1 526 1,229 Year 2 520 1,155 Year 3 451 822 Year 4 17 803 Year 5 — 504 After 5 years — 153 1,514 4,666 Less: unearned interest (486) (867) Total lease liabilities 1,028 3,799 2024 £’000 2023 £’000 Non-current lease liabilities 751 2,892 Current lease liabilities 277 907 Total lease liabilities 1,028 3,799 26. Borrowings The carrying value of the Group’s financial liabilities, for short and long-term borrowings, is as follows: Consolidated Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Bank loans due in less than one year — — — — Less: unamortised issue costs — — — — Borrowings due within one year — — — — Bank loans due outside of one year — — — — Less: unamortised issue costs (66) (105) — — Borrowings due outside of one year (66) (105) — — The Group’s bank borrowing facility is in the form of a £5,000,000 revolving credit facility (RCF). At 31 December 2024, the Group has £5,000,000 undrawn committed borrowing facilities (2023: £5,000,000). The RCF runs to 31 August 2026. The extended RCF bears interest at a variable rate of the Bank of England base rate plus a margin of 3.20% (2023: 3.20%). It is secured by fixed and floating charges on certain assets of the Group. The financial covenants of the RCF are based on the interest cover and minimum total cash balance of the Group. The Group has been in compliance with these covenants since inception of the RCF. The weighted average interest rate paid during the year on the bank loan was 1.3% (2023: 1.4%). The weighted average interest rate reflects the interest rate charged for the commitment on the undrawn element, the rate for which decreased on extension in the prior year to 1.28% from 1.50%. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 91 CPPGroup Plc Annual Report and Accounts 2024 91 27. Provisions 2024 £’000 2023 £’000 At 1 January 3,465 369 (Credited)/charged to the income statement (25) 3,447 Interest 144 — Utilised in the year (1,679) (292) Released in the year (120) (59) At 31 December 1,785 3,465 At the balance sheet date the provisions for onerous contracts relate to the close down of the Legacy businesses. The provisions are expected to be settled as follows: 2024 £’000 2023 £’000 Within one year 1,211 1,877 More than one year 574 1,588 At 31 December 1,785 3,465 28. Deferred tax The following are the major deferred tax (liabilities)/assets recognised by the Group and the movements thereon during the current and prior years: Consolidated Withholding taxes on future dividends £’000 Other short-term timing differences £’000 Total £’000 At 1 January 2023 (608) 136 (472) (Charged)/credited to income statement (38) 605 567 Exchange differences — (48) (48) At 1 January 2024 (646) 693 47 Credited to income statement 248 175 423 Sale of subsidiaries — (277) (277) Exchange differences — (5) (5) At 31 December 2024 (398) 586 188 There are no deferred tax assets or liabilities for the Company. Deferred tax assets and liabilities are stated at tax rates expected to apply on the forecast date of reversal, based on tax laws substantively enacted at the balance sheet date. Certain deferred tax assets and liabilities have been offset where the Group or the Company is entitled to and intends to settle tax liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes: Consolidated Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Deferred tax assets 586 693 — — Deferred tax liabilities (398) (646) — — 188 47 — — At the balance sheet date, the Group has unrecognised tax losses of £72,960,000 (2023: £63,399,000) available for offset against future profits. No deferred tax assets have been recognised with respect to these losses due to the unpredictability of future profit streams in the underlying companies and restrictions on offset of taxable profits and losses between Group companies. The Group has recognised a deferred tax liability for withholding taxes arising on unremitted earnings from overseas subsidiaries, to the extent it is probable that a distribution will be made in the foreseeable future crystallising the withholding tax. At the balance sheet date, the Company has unused tax losses of £14,137,000 (2023: £19,652,000) available for offset against future profits. No deferred tax asset has been recognised in respect of these losses due to the unpredictability of future profit streams in the Company and restrictions on offset of taxable profits and losses between Group companies. The losses can be carried forward indefinitely. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 92 CPPGroup Plc Annual Report and Accounts 2024 92 Notes to the financial statements continued For the year ended 31 December 2024 29. Financial instruments Capital risk management The Group manages its capital to safeguard its ability to continue as a going concern. The Group does not have a target level of gearing but seeks to maintain an appropriate balance of debt and equity while aiming to provide returns for shareholders and benefits for other stakeholders. The Group’s principal debt facility is a £5,000,000 RCF which runs to 31 August 2026. The Group makes adjustments to its capital structure in light of economic conditions. To maintain or adjust the capital structure the Group may adjust a dividend payment to shareholders, return capital to shareholders or issue new shares. The Directors have considered the capital requirements of the Group and has suspended dividends until further notice. Externally imposed capital requirement Three of the Group’s subsidiaries, Card Protection Plan Limited (CPPL), Homecare Insurance Limited (HIL) and CPP Secure Limited (CPP Secure), have capital requirements imposed by the FCA and PRA in the UK. All subsidiaries have complied with their respective imposed capital requirements throughout the current and prior year. CPPL and CPP Secure CPPL and CPP Secure are regulated by the FCA as insurance intermediaries and are required to hold a minimum level of capital resources relative to regulated business revenue. The ratio of current and future capital resources to regulated business revenue is reported monthly to management to ensure compliance. There have been no instances of non-compliance in either the current or prior years. HIL HIL is authorised and regulated by the PRA and regulated by the FCA as an insurance underwriter and, therefore, maintains its capital resources in accordance with the PRA’s Rulebook. HIL and its immediate parent company, Homecare (Holdings) Limited, calculate their Solvency Capital Requirement using the Solvency II Standard Formula and report this bi-annually to the HIL Board and to the PRA. As at 31 December 2024, HIL’s ratio of eligible funds to meet its Solvency Capital Requirement was 197% (2023: 568%) and the Minimum Capital Requirement was 113% (2023: 115%) (both the current and prior year are unaudited). There have been no instances of non-compliance in either the current or prior year. Fair value of financial instruments The fair value of non-derivative financial instruments is determined using pricing models based on discounted cash flow analysis using prices from observable current market transactions; hence, all are classified as level 2 in the fair value hierarchy. Financial assets and liabilities are carried at the following amounts: Financial assets 2024 £’000 2023 £’000 Financial assets at amortised cost 13,205 28,047 Financial assets at fair value through other comprehensive income — 2,631 13,205 30,678 Financial assets at amortised cost comprise cash and cash equivalents, trade and other receivables, insurance assets and taxes receivable. Financial assets at fair value comprised the held for sale equity investment, which is held at fair value through other comprehensive income. There is no significant difference between the fair value and carrying amount of any financial asset. Financial liabilities 2024 £’000 2023 £’000 Financial liabilities at amortised cost 18,644 33,902 Financial liabilities at amortised cost comprise lease liabilities, borrowings, trade creditors, accruals, taxes payable, insurance claims and provisions. There is no significant difference between the fair value and carrying amount of any financial liability, since liabilities are either short‑term in nature or bear interest at variable rates. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 93 CPPGroup Plc Annual Report and Accounts 2024 93 29. Financial instruments continued Financial risk management objectives The Group’s activities expose it to the risks of changes in foreign exchange rates and interest rates. The Board of Directors determines the Treasury Policy of the Group and delegates the authority for execution of the policy to the Treasury function. Any changes to the Treasury Policy are authorised by the Board of Directors. The limited use of financial derivatives is governed by the Treasury Policy and derivatives are not entered into for speculative purposes. Interest rate risk The Group is exposed to interest rate risk to the extent that short and medium-term interest rates fluctuate. The Group manages this risk through the use of interest rate swaps, when appropriate, in accordance with its Treasury Policy. There has been no use of interest rate derivatives in either the current or prior year. The interest cover (being defined as the ratio of underlying EBITDA to interest paid) at 31 December 2024 was 22x (2023 restated: 19x). Interest rate sensitivity analysis The Group is mainly exposed to movements in the relevant inter-bank lending rates in the jurisdictions in which cash balances are held. The following table details the Group’s sensitivity to a 2% increase (2023: 2% increase) and a 3% decrease (2023: 3% decrease) in inter-bank lending rates throughout the year. These percentages represent the Directors’ assessment of a reasonably possible change in inter-bank lending rates across all geographical areas where cash is held. The sensitivity analysis includes the impact of changes in inter-bank lending rates on yearly average cash and bank loans. 2024 £’000 2023 (restated*) £’000 Increase of 2% (2023: 2%) Increase in profit before tax 206 275 Increase in shareholders’ equity 206 275 Decrease of 3% (2023: 3%) Decrease in profit before tax (310) (412) Decrease in shareholders’ equity (310) (412) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Foreign currency risk The Group has exposure to foreign currency risk where it has investments in overseas operations which have functional currencies other than sterling and are affected by foreign exchange movements. The carrying amounts of the Group’s principal foreign currency denominated assets and liabilities are as follows: Liabilities Assets 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 Euro 244 258 391 492 Indian rupee 8,465 13,467 6,334 8,049 Turkish lira 1,408 1,354 2,129 1,540 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Foreign currency sensitivity analysis The following table details the Group’s sensitivity to a decrease in exchange rates with sterling of 5% for the euro (2023: 5%), 10% for the Indian rupee (2023: 10%) and 50% for the Turkish lira (2023: 50%). This represents the Directors’ assessment of reasonable possible changes in foreign exchange rates. The sensitivity analysis includes only foreign currency denominated financial instruments and adjusts their translation at the year end for a change in foreign currency rates. Euro currency impact Indian rupee currency impact Turkish lira currency impact 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 2024 £’000 2023 (restated*) £’000 Profit before tax (7) (8) — — (140) (1) Shareholders’ equity (7) (11) 194 493 (101) (62) * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 94 CPPGroup Plc Annual Report and Accounts 2024 94 Notes to the financial statements continued For the year ended 31 December 2024 29. Financial instruments continued Credit risk Credit risk refers to the risk that a counterparty defaults on its contractual obligations resulting in financial loss to the Group. The Group does not actively hedge its credit risk. The Group’s retail trade and insurance receivables are mainly with a broad base of individual customers and are, therefore, not generally exposed to any one customer, resulting in low credit risk. The Group’s wholesale activities can result in material balances existing with a small number of counterparties and, therefore, increased credit risk exists. The Group continues to maintain some wholesale contracts and considers that it mitigates this credit risk through good quality relationships with counterparties and only partnering with counterparties with established credit ratings. Counterparty credit limits are determined in accordance with the Treasury Policy for cash and cash equivalents and the Counterparty and Credit Risk Policy for receivables. Any balance that falls into an overdue status is monitored. Further details of the monitoring of and provision for overdue debts are outlined for trade and other receivables in note 22. The carrying amount of financial assets recorded in the consolidated financial statements, which are stated net of expected credit losses and impairment losses, represents the Group’s maximum exposure to credit risk. Liquidity risk The Group has a policy of repatriation and pooling of funding where possible in order to maximise the return on surplus cash or minimise the level of debt required. The Group has significant available cash balances; however, increasingly cash is being generated through our Indian operation and is not currently available in its entirety for repatriation to the UK due to its distributable reserves position. The Group expects to shortly put in place a mechanism through which it can access its surplus Indian cash in the UK. Group Treasury continually monitors the level of short-term funding requirements and balances the need for short-term funding with the long-term funding needs of the Group. Additional undrawn facilities that the Group had at its disposal to further reduce liquidity risk are included in note 26. Compliance with financial ratios and other covenant obligations of the Group’s bank loans is monitored on a monthly basis by Executive Directors and by the Board of Directors at each Board meeting. Liquidity and interest risk tables Assets The following table details the Group’s expected maturity for its non-derivative financial assets, based on the undiscounted contractual maturities of the financial assets. Weighted average effective interest rate (restated*) % Less than 1 month £’000 1–3 months £’000 3 months to 1 year £’000 1–5 years £’000 Over 5 years £’000 Total £’000 2023 Non-interest bearing assets n/a 5,479 4,621 980 597 — 11,677 Variable rate instruments 3.0% 12,269 2,341 4,391 — — 19,001 17,748 6,962 5,371 597 — 30,678 2024 Non-interest bearing assets n/a 2,192 630 711 22 — 3,555 Variable rate instruments 3.3% 7,724 1,926 — — — 9,650 9,916 2,556 711 22 — 13,205 * Restated to reclassify Globiva, Italy and Spain as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 95 CPPGroup Plc Annual Report and Accounts 2024 95 29. Financial instruments continued Liquidity and interest risk tables continued Liabilities The following table details the Group’s remaining contractual maturity for its financial liabilities, based on the undiscounted cash flows of financial liabilities and the earliest date at which the Group can be required to pay. The table includes both interest and principal cash flows and assumes no changes in future base rates. Less than 1 month £’000 1–3 months £’000 3 months to 1 year £’000 1–5 years £’000 Over 5 years £’000 Total £’000 2023 Non-interest bearing liabilities 5,520 16,707 4,661 2,979 235 30,102 Variable rate instruments 78 205 625 2,746 146 3,800 Fixed rate instruments 5 11 48 107 — 171 5,603 16,923 5,334 5,832 381 34,073 2024 Non-interest bearing liabilities 6,036 3,672 5,967 1,941 — 17,616 Variable rate instruments 22 44 211 751 — 1,028 Fixed rate instruments 5 11 48 43 — 107 6,063 3,727 6,226 2,735 — 18,751 30. Share capital Ordinary shares of £1 each (thousands) Deferred shares of 9 pence each (thousands) Total (thousands) Called up and allotted At 1 January 2024 8,847 171,650 180,497 Issue of shares in connection with: Exercise of share options 317 — 317 At 31 December 2024 9,164 171,650 180,814 Ordinary shares of £1 each £’000 Deferred shares of 9 pence each £’000 Total £’000 Called up and allotted At 1 January 2024 8,844 15,413 24,257 Issue of shares in connection with: Exercise of share options 317 — 317 At 31 December 2024 9,161 15,413 24,574 Share capital at 31 December 2024 is £24,574,000 (2023: £24,257,000). Of the 9,164,804 (2023: 8,847,145) ordinary shares in issue at 31 December 2024, 9,159,804 are fully paid (2023: 8,842,145) and 5,000 (2023: 5,000) are partly paid. On 2 July 2024, the CPP Employee Benefit Trust (EBT) purchased 149,405 shares for a total cash consideration of £248,000. The total amount paid to acquire the shares has been deducted from the ESOP reserve. As at 31 December 2024, the total number of shares held by the EBT was 149,405 (2023: nil). During the year, the Company issued 317,659 shares to option holders for total consideration of £nil. Further details relating to share options are provided in note 31. The ordinary shares are entitled to the profits of the Company which it may from time to time determine to distribute in respect of any financial year or period. All holders of ordinary shares shall have the right to attend and vote at all general meetings of the Company. On a return of assets on liquidation, the assets (if any) remaining, after the debts and liabilities of the Company and the costs of winding up have been paid or allowed for, shall belong to, and be distributed amongst, the holders of all the ordinary shares in proportion to the number of such ordinary shares held by them respectively. Deferred shares have no voting rights, no rights to receive dividends and only very limited rights on a return of capital. The deferred shares have not been listed for trading in any market and are not freely transferable. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 96 CPPGroup Plc Annual Report and Accounts 2024 96 Notes to the financial statements continued For the year ended 31 December 2024 31. Share-based payment Equity-settled share-based payments Current share plans Share-based payment charges comprise DBP charges of £574,000 (2023: £1,066,000) and 2023 LTIP charges of £223,000 (2023: £56,000). These costs are disclosed within administrative expenses, although the DBP share-based payment charge is not included within EBITDA. 2024 2023 Number of share options (thousands) Weighted average exercise price (£) Number of share options (thousands) Weighted average exercise price (£) DBP Outstanding at 1 January 635 — — — Granted during the year — — 635 — Exercised during the year (317) — — — Outstanding at 31 December 318 — 635 — Exercisable at 31 December 318 — 317 — 2023 LTIP Outstanding at 1 January 1,092 — — — Granted during the year — — 1,092 — Outstanding at 31 December 1,092 — 1,092 — Exercisable at 31 December — — — — At the year end the DBP had fully vested. The options outstanding in the DBP have a remaining contractual life of nil (2023: 0.5 years). The options will lapse if not exercised within ten years of grant and will lapse if option holders cease to be employed by the Group. Vesting of DBP options and shares carries no performance conditions. Nil-cost options and conditional shares granted under the 2023 LTIP are not linked to a time-based schedule but will vest subject to certain performance conditions, as follows: Tranche Share options (number) Share price target1 Maximum vesting period Remaining vesting period 1 168,073 £3.70 3 years 1.75 years 2 252,114 £4.75 4 years 2.75 years 3 420,185 £6.00 5 years 3.75 years Super-Max 252,114 £9.00 6 years 4.75 years 1. The share options will vest if the average closing share price of a share on AIM over a period of 90 consecutive calendar days equals or exceeds the share price target. The options will also lapse if not exercised within ten years of grant and will lapse if option holders cease to be employed by the Group. The options outstanding in the 2023 LTIP have a remaining contractual life of 3.4 years (2023: 4.4 years). The principal assumptions underlying the valuation of the options granted during the year at the date of grant are as follows: DBP 2023 LTIP Tranche 1 Tranche 2 Tranche 1 Tranche 2 Tranche 3 Super-Max Valuation model Black Scholes Monte Carlo Weighted average share price £2.35 £1.35 Weighted average exercise price — — Expected volatility n/a 60% Expected life 0.75 years 1.75 years 2.17 years 2.92 years 3.67 years 4.50 years Risk-free rate n/a 4.41% Dividend yield n/a 0% Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 97 CPPGroup Plc Annual Report and Accounts 2024 97 31. Share-based payment continued Legacy share plans Administrative expenses include no charge in either the current or prior year arising from the 2016 LTIP. The 2016 LTIP is closed and no further awards will be made under these plans. There were no options granted in either the current or prior year. Details of share options outstanding during the period under these plans are as follows: 2024 2023 Number of share options (thousands) Weighted average exercise price (£) Number of share options (thousands) Weighted average exercise price (£) 2016 LTIP Outstanding at 1 January 1 — 3 — Exercised during the year — — (1) — Lapsed during the year — — (1) — Forfeited during the year — — — — Outstanding at 31 December 1 — 1 — Exercisable at 31 December 1 — 1 — All outstanding nil-cost options and conditional shares granted under the 2016 LTIP have vested. These options will lapse if not exercised within ten years of grant and will lapse if option holders cease to be employed by the Group. There have been nil (2023: 1,000) 2016 LTIP options exercised in the current year. The options outstanding in the 2016 LTIP had no remaining contractual life in either the current or prior year. Cash-settled share-based payments CAP The CAP is a cash-based plan targeted at certain EMC members. The maximum aggregate amount that can be paid under the CAP is £1,500,000. Tranche CAP amount Share price target Maximum vesting period Remaining vesting period 1 £150,000 £3.70 3 years 1.75 years 2 £600,000 £4.75 4 years 2.75 years 3 £750,000 £6.00 5 years 3.75 years The performance conditions associated with the CAP are the same as those under Tranches 1, 2 and 3 of the 2023 LTIP. The Group has recognised CAP charges in the year of £59,000 (2023: £15,000) which are disclosed within administrative expenses. The Group has accrued liabilities for the CAP of £74,000 (2023: £15,000) which are included in trade creditors and other payables in note 24. 2016 LTIP The Group granted certain employees with notional share options that require the Group to pay the intrinsic value of the notional share to the employee at the date of exercise. The notional share options have the same requirements and conditions as the 2016 LTIP. No further awards will be made under the 2016 LTIP. The Group has recorded a total credit in relation to cash-settled awards in the year of £nil (2023: £3,000) which is disclosed within administrative expenses. The Group has liabilities for its cash-settled awards of £7,000 (2023: £7,000) which are included in trade creditors and other payables in note 24. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 98 CPPGroup Plc Annual Report and Accounts 2024 98 Notes to the financial statements continued For the year ended 31 December 2024 32. Non-controlling interests At 1 January 2024 the Group had a 51% majority interest in Globiva, a company incorporated in India. On 21 August 2024, there was a share buy back by Globiva Services Private Limited reducing the Group’s holding in the company from 51% to 35% which reclassified the holding to a fair value equity investment from a consolidated joint venture. The equity investment was sold on 9 September 2024. Total consideration for both parts of the disposal was £3,804,000 (INR 415.4 million). The summarised financial information and resultant non-controlling interest for Globiva are detailed below and disclosed before intercompany eliminations. Summarised balance sheet 2024 £’000 2023 £’000 Current assets — 6,874 Current liabilities — (3,263) Net current assets — 3,611 Non-current assets — 3,193 Non-current liabilities — (2,569) Net assets — 4,235 Accumulated net assets attributable to non-controlling interests at 49% — 2,257 Summarised income statement 2024 £’000 2023 £’000 Revenue 11,292 15,405 Profit before taxation 426 865 Taxation (470) 269 (Loss)/profit for the year (44) 1,134 Other comprehensive expense (206) (207) Total comprehensive (expense)/income (250) 927 Total comprehensive (expense)/income attributable to non-controlling interests (123) 454 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 99 CPPGroup Plc Annual Report and Accounts 2024 99 33. Reconciliation of operating cash flows 2024 £’000 2023 £’000 Loss for the year (3,612) (8,099) Adjustments for: Depreciation and amortisation 3,133 2,770 Share-based payment charge 709 1,134 Impairment loss on intangible assets — 178 Impairment loss on property, plant and equipment — 40 Loss on disposal of property, plant and equipment 54 24 Loss on disposal of intangible assets — 31 Loss on disposal of discontinued operations 131 — Other gains and losses (1,982) — Effects of hyperinflation (70) (82) Investment revenues (447) (749) Finance costs 485 486 Income tax charge 2,635 1,960 Operating cash flows before movements in working capital 1,036 (2,307) (Increase)/decrease in inventories (3) 78 Decrease/(increase) in contract assets 1,044 (1,259) Decrease in receivables 3,232 4,270 (Decrease)/increase in payables (8,157) 832 (Decrease)/increase in contract liabilities (1,974) 833 Decrease in insurance liabilities (62) (6) (Decrease)/increase in provisions (1,824) 3,096 Cash (used in)/from operations (6,708) 5,537 Income taxes paid (3,030) (1,927) Net cash (used in)/from operating activities (9,738) 3,610 Reconciliation of net funds Note At 1 January 2024 £’000 Cash flow £’000 Foreign exchange and other non-cash movements £’000 At 31 December 2024 £’000 Net cash per cash flow statement 24 19,001 (9,100) (251) 9,650 Financing activities: Lease liabilities 26 (3,799) 966 1,805 (1,028) Borrowings due outside of one year: – Unamortised issue costs 27 105 — (39) 66 Total movement from financing activities (3,694) 966 1,766 (962) Total net funds 15,307 (8,134) 1,515 8,688 Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 100 CPPGroup Plc Annual Report and Accounts 2024 100 Notes to the financial statements continued For the year ended 31 December 2024 34. Related party transactions Transactions with associated parties In the year, up to the date of disposal, the Group incurred fees of £1,000 plus VAT (2023: £10,000) for services rendered from KYND, which were payable under 14-day credit terms. Transactions with related parties There have been no transactions with related parties in the current year which have not already been disclosed. Remuneration of key management personnel The remuneration of the Directors and senior management team, who are the key management personnel of the Group and Company, is set out below: 2024 £’000 2023 £’000 Short-term employee benefits 1,275 1,412 Post-employment benefits 22 20 Share-based payments 399 593 1,696 2,025 Required disclosures regarding remuneration of the Directors are included in the Directors’ Remuneration Report on pages 47 to 50. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 101 Alternative performance measures In reporting financial information, the Group presents alternative performance measures (APMs), which are not defined or specified under the requirements of UK IAS. The Group believes that these APMs, which are not considered to be a substitute for or superior to UK IAS measures, provide stakeholders with additional helpful information on the performance of the business. The APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board and Audit Committee. Some of these measures are also used for the purpose of setting remuneration targets. The key APMs that the Group uses include EBITDA and constant currency measures. Definitions of these are presented in the table below. APM Closest equivalent statutory measurement Reconciling to statutory measures Definition and purposes Core revenue Revenue Consolidated income statement and note 5 Core revenue excludes the Legacy businesses which are in the process of being exited or closed. The Group considers this to be an important measure in illustrating the future performance of the Group. EBITDA Operating profit Consolidated income statement and note 5 Operating profit before the impact of depreciation, amortisation and exceptional items. The Group considers this to be an important measure of Group performance and is consistent with how the business performance is reported to and assessed by the Board and the Audit Committee. Underlying (loss)/earnings per share Earnings per share Note 13 Profit after tax attributable to equity holders of the Company and before the impact of exceptional items (adjusted for tax), divided by the weighted average number of ordinary shares in issue during the financial year. Constant currency basis Revenue, operating profit Page 103 The year-on-year change in revenue and EBITDA from retranslating the prior year reported results at the exchange rates applied in the current year. These measures are presented as a means of eliminating the effects of exchange rate fluctuations on the year-on-year reported results. Annualised Recurring Revenue Revenue Not applicable Annualised revenue streams relating to our Blink business. This does not include any one-off billing. Technology businesses in rapid growth phases are often valued by a multiple of their Annualised Recurring Revenue. Live policies/ customers None Not applicable The total number of active policies that provide continuing cover or services to policyholders. Annual renewal rate None Not applicable The net amount of annual retail policies remaining on book after the scheduled renewal date, as a proportion of those available to renew. Net funds None Not applicable Total cash and cash equivalents less borrowings and less lease liabilities. Cost/income ratio None Not applicable Cost of sales (excluding commission) and administrative expenses (excluding depreciation, amortisation and exceptional items) as a proportion of total revenue. Glossary Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 102 Constant currency tables (restated*) Core operations Legacy operations India Turkey Blink Central functions Core total Legacy Total 2024 (£’000) Revenue 145,401 8,610 1,065 — 155,076 1,350 156,426 EBITDA 6,630 1,406 (2,706) (3,534) 1,796 (368) 1,428 2023 (£’000) Revenue 160,972 4,675 816 — 166,463 6,970 173,433 EBITDA 5,848 1,153 (1,792) (4,672) 536 804 1,340 Foreign exchange movements (£’000) Revenue (6,069) (1,243) 82 — (7,230) — (7,230) EBITDA (227) (308) 126 — (408) — (408) 2023 at 2024 average exchange rates (£’000) Revenue 154,903 3,432 898 — 159,233 6,970 166,203 EBITDA 5,621 845 (1,666) (4,672) 128 804 932 Year-on-year movement at constant exchange rates (%) Revenue (6)% 151% 19% — (3)% (81)% (6)% EBITDA 18% 66% (62)% 24% 1,303% (146)% 53% * Restated to reclassify Spain, Italy and Globiva as discontinued on sale or closure of operations. See note 3. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 103 Corporate centre CPPGroup Plc 6 East Parade Leeds LS1 2AD United Kingdom Tel: +44 (0)113 487 7350 https://.corporate.cppgroup.com Country operation offices UK 6 East Parade Leeds LS1 2AD United Kingdom Tel: +44 (0)113 487 7350 Blink CPP Innovation Limited Registered office address: Grant Thornton 13–18 City Quay Dublin 2 Ireland D02E D70 Business address: 4th Floor Glandore City Quarter Cork County Cork T12 Y3ET Ireland Tel: +353 1 680 5805 Blink Parametric UK Limited 6 East Parade Leeds LS1 2AD United Kingdom Tel: +44 (0)113 487 7350 Turkey Donmezler Plaza Kat:4 Cevizli Mah. Fil Yokşu Sok. No 34-36 34846 Maltepe, Istanbul Turkey Tel: +90 216 665 25 25 Fax: +90 216 665 25 26 India Registered office address: A-370, Second Floor Kalkaji New Delhi – 110019 India Business address: Ground Floor, Wing-A Golf View Corp, Tower-A Golf Course Road, DLF-V Sector 42, Gurgaon–122002 Haryana India Tel: +91 124 409 3900 Fax: +91 124 404 1004 Malaysia Registered office address: Unit 30-01, Level 30, Tower A, Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur W.P. Kuala Lumpur Malaysia Company offices Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 104 Shareholder information Registered office: CPPGroup Plc 6 East Parade Leeds LS1 2AD United Kingdom Tel: +44 (0)113 487 7350 The Company’s shares are listed on AIM. Company information and share price details are available on the corporate website at corporate.cppgroup.com. Company registration number: 07151159 Nominated adviser and broker: Panmure Liberum Ropemaker Place Level 12 25 Ropemaker Street London EC2Y 9LY Auditor: PKF Littlejohn 3rd Floor One Park Row Leeds LS1 5HN Legal adviser: Squire Patton Boggs 6 Wellington Place Leeds LS1 4AP Media consultant: Alma Strategic Communications 71–73 Carter Lane London EC4V 5EQ Investor relations consultant: h2Radnor 68 King William Street London EC4N 7HR Shareholders who have a query regarding their shareholding should contact the Company’s share registrar at: MUFG Corporate Markets Central Square 29 Wellington Street Leeds LS1 4DL Tel: +44 (0)371 664 0300 When contacting the registrar please have the investor code and information relating to the name and address in which the shares are held. Investor relations Requests for further copies of the Annual Report and Accounts, or other investor relations enquiries, should be addressed to the Company Secretary at the registered office. Strategic report Corporate governance Group overview Financial statements CPPGroup Plc Annual Report and Accounts 2024 105 CPPGroup 6 East Parade Leeds LS1 2AD United Kingdom Tel: +44 (0)113 487 7350 cppgroup.com