XP Power

ANNUAL REPORT & ACCOUNTS 
FOR THE YEAR ENDED 31 DECEMBER 2024
A BRIGHT TOMORROW
DELIVERING TODAY

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
We power the world’s 
critical systems
01
02
03
Founded in 1988 and 
listed on the London Stock 
Exchange in 2000, XP Power 
now employees c.2,400 
people across Europe, North 
America and Asia.
XP Power designs and 
manufactures a diverse 
portfolio of power 
converters, with unrivalled 
customer service  
and support.
We focus on sectors where 
power is mission-critical, and 
failure is not an option. Our 
enduring relationships are 
built on a reputation  
for quality.
Our Purpose
We power the world’s
critical systems
Supporting
over 4,500
customers
Solutions for
the most
challenging
applications
Class-leading 
power density 
coverage
Highly 
efficient 
products
Products 
providing 
outstanding 
interconnectivity
The broadest 
product 
offering in 
our industry
Order intake
Total revenue
Adjusted profit before tax
£181.6m
£247.3m
£13.8m
2023: £208.8m
2023: £316.4m
2023: £26.6m
(Loss)/profit before tax
Adjusted diluted earnings per share (p)
Dividend per share
£(7.7)m
42.9p
0p
2023: £11.2m
2023: 81.8p
2023: 75p
Operational highlights
•	 Rapidly right-sized the cost base to reflect market 
conditions
•	 Ringfenced resources necessary for long-term growth
•	 Inventory reduced and optimised, generating cash and 
shortening delivery lead times 
•	 Improved supply chain efficiency, supporting long-term 
gross margin recovery 
•	 Record new business wins in the year, supporting 
medium-term growth
•	 Improved customer service and satisfaction levels 
Financial highlights
CONTENTS
OVERVIEW
OUR BUSINESS  AT A GLANCE
02
OUR NEW CUSTOMER-FOCUSED INNOVATION CENTRE
06
INVESTMENT CASE
07
CHAIR’S STATEMENT
08
STRATEGIC REPORT
A BRIGHT FUTURE IN OUR MARKETS
12
MACRO GROWTH DRIVERS
16
OUR BUSINESS MODEL
18
CHIEF EXECUTIVE OFFICER'S REVIEW
20
OUR STRATEGY
26
CHIEF FINANCIAL OFFICER'S REVIEW
32
RISK MANAGEMENT FRAMEWORK
38
MANAGING OUR RISKS
39
VIABILITY STATEMENT
52
SECTION 172(1) STATEMENT:  
HOW WE ENGAGE WITH OUR STAKEHOLDERS
54
OUR SUSTAINABILITY STRATEGY
56
SUSTAINABILITY REPORT
59
SUSTAINABLE PRODUCTS
60
ENVIRONMENTAL LEADERSHIP
66
TCFD REPORT
70
PEOPLE AND WORKPLACE
85
KEY NON-FINANCIAL PERFORMANCE INDICATORS
94
GOVERNANCE
GOVERNANCE AT A GLANCE
104
INTRODUCTION TO GOVERNANCE
106
BOARD OF DIRECTORS
108
CORPORATE GOVERNANCE REPORT
111
NOMINATION COMMITTEE REPORT
123
AUDIT COMMITTEE REPORT 
129
REMUNERATION COMMITTEE REPORT
135
DIRECTORS' REPORT
158
DIRECTORS' RESPONSIBILITIES STATEMENT 
161
FINANCIALS
INDEPENDENT AUDITOR’S REPORT
164
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
169
CONSOLIDATED STATEMENT OF 
COMPREHENSIVE INCOME
169
CONSOLIDATED BALANCE SHEET
170
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
171
CONSOLIDATED STATEMENT OF CASH FLOWS
172
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
173
COMPANY BALANCE SHEET
230
NOTES TO THE COMPANY BALANCE SHEET
231
FIVE-YEAR REVIEW CONSOLIDATED INFORMATION
243
ADVISERS
244
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XP Power Annual Report & Accounts for the year ended 31 December 2024
HIGHLIGHTS

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
•	 We prioritise speed, flexibility and customer focus, guided by a 
"first-time-right" approach to delivering reliable solutions.
•	 Our ability to build long-term relationships enables consistent 
collaboration, mutual trust and a reliable foundation for sustained 
business growth and shared success.
•	 We offer a comprehensive portfolio of standard power products, 
designed for easy modification to meet unique customer 
requirements.
•	 Our highly experienced, multidisciplinary teams deliver fully 
customised solutions, solving complex power challenges with 
precision and innovation.
•	 Through a proven new product introduction to volume 
manufacturing transfer process, we help customers reach the 
market quickly with minimal risk, leveraging trusted, high-quality 
solutions.
•	 Supported by a robust supply chain and global manufacturing 
footprint, we provide flexible capacity and the ability to engineer 
prototypes close to customers for rapid delivery.
•	 We are committed to sustainability, incorporating environmentally 
conscious practices into our operations and designing energy-
efficient solutions to reduce environmental impact and supporting a 
greener future.
Power converter systems are at the core of our business, and are 
essential hardware components for the reliable operation of electrical 
equipment. These systems enable the safe and efficient conversion 
of electricity from the grid into the precise form required by the 
equipment. By delivering a stable, low-voltage direct current (DC), our 
products ensure the functionality of semiconductor-based electronics 
while providing critical safety isolation from the mains supply. This 
capability is important in mission-critical applications in which 
reliability and safety are paramount.
Our extensive product offering, tailored for low-voltage electronics, 
high-voltage and radio frequency (RF) processes, supports a wide 
range of industries. From powering sensitive electronic devices to 
driving complex industrial systems, our products are vital for enabling 
cutting-edge technology.
With a portfolio of over 250 product families, we proudly offer one 
of the most comprehensive ranges in the industry. This breadth, 
combined with our rigorous adherence to regulatory standards and 
stringent component traceability, creates significant barriers to 
entry for competitors. These strengths reinforce our position as a 
trusted partner for customers seeking innovative, reliable and safety-
compliant power solutions.
Our 
products
Deliver 
mission-
critical 
power 
across 
three key 
sectors
Meeting 
the needs 
of our 
growing 
global 
customer 
base
Leveraging 
our  
core 
strengths
Healthcare
Our power conversion 
solutions ensure the reliable 
operation of critical medical 
devices, such as ventilators, 
particularly during high-
demand situations such 
as a global pandemic. By 
providing stable voltage and 
safety isolation, our products 
safeguard the functionality of 
life-saving equipment and the 
safety of healthcare providers 
and patients.
Industrial Technology
Our power converters 
support the deployment 
of advanced, automated 
equipment designed to 
improve workplace safety 
and efficiency. By delivering 
consistent power and 
preventing electrical noise, 
we help ensure these 
systems operate reliably 
without disruptions or risks 
to operators, enabling safer 
and more productive work 
environments.
Semiconductors
Our products power mission-
critical processes, such 
as wafer fabrication and 
inspection, for which precision 
and reliability are essential. 
Our advanced solutions enable 
these complex processes 
to function seamlessly, 
supporting the development of 
cutting-edge technologies that 
drive the global economy.
North America
We operate nine sales 
offices across North America, 
supported by design and 
production facilities in 
Massachusetts, New Jersey 
and Southern California. Our 
Engineering Solutions Group 
in Silicon Valley provides 
tailored expertise to large 
customers in the Healthcare and 
Semiconductor Manufacturing 
Equipment sectors, making the 
region a key driver of innovation 
and growth.
Europe
With nine direct sales offices 
and a robust distribution 
network, we effectively 
serve a fragmented market 
characterised by numerous 
Industrial Technology 
companies. Our manufacturing 
capabilities support businesses 
driving trends in 3D printing, 
robotics and Internet of Things 
(IoT), positioning us as a critical 
partner in Europe’s evolving 
industrial landscape.
Asia
Our presence in Asia includes 
four direct sales offices and a 
network of eleven distributors 
across the region. Design 
engineering capabilities in 
Singapore, South Korea and 
the Philippines and production 
facilities in China and Vietnam, 
with a third under construction 
in Malaysia, enable us to meet 
the needs of this attractive 
market and provide a cost-
effective manufacturing service 
to the remainder of the Group.
£144.2m
of total revenue by region
£76.9m
of total revenue by region
£26.2m
of total revenue by region
£57.7m
of total revenue by sector
£94.8m
of total revenue by sector
£94.8m
of total revenue by sector
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XP Power Annual Report & Accounts for the year ended 31 December 2024
OUR BUSINESS AT A GLANCE
Key:
Manufacturing
Sales office
Warehouse
Head office

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Over the last five years XP Power has successfully  
navigated an unusual period of volatility in external markets.
Following a long history of consistent revenue growth, the business was exposed to significant supply chain challenges associated with the 
COVID-19 pandemic in 2020, the subsequent strong increase in demand as customers built up inventory in 2021 and 2022 and the ensuing 
extended period of destocking from end of 2023 until today. 
Despite the challenges arising from these extreme circumstances, the business has continued to operate profitably, generate strong cash 
conversion and to further strengthen the foundations for future growth as demand conditions normalise. During 2024, the XP Power Board has 
taken decisive action to maintain short-term performance whilst enhancing the ability of the Group to sustain long-term strategic advantage for a 
brighter future.
Creating long-term value
•	 Our products “designed-in” to customer applications
•	 Revenue annuity: average life-cycle of customer applications of seven years
•	 Exposed to high growth markets:
–	 Healthcare – ageing global population and technological advancements
–	 Semiconductor – electronic devices using innovation, generative AI, big data, 
smart technology, AR/VR autonomous vehicles
–	 Industrial Technology – Industry 4.0, IoT and automation
•	 Long-standing customer relationships
•	 Appropriate cost base to ensure appropriate shareholder returns
A bright 
tomorrow built 
on guiding 
principles
Our vision
To be the first-choice power solutions 
provider, delivering the ultimate 
experience for our customers and our 
people.
Our culture
Our culture places our people and our 
customers at the heart of the business. 
With talent and product development at its 
core, across XP we are driven by a mindset 
that focuses on empowering our people to 
deliver long-term sustainable value.
Our values
Our values are all about delivering the right products 
in the right way to our customers in order to meet 
their needs. We have consistently held to our values, 
despite the challenging market conditions and 
our customers have benefited as a result. We are 
confident that our adherance to these values has, 
and will continue to, differentiate XP Power from 
our competitors and strengthen our capacity to 
deliver long-term value for our shareholders. 
Knowledge
Flexibility
Customer 
Focus
Integrity
Speed
Strengthening our foundations
•	
Invested in R&D over the last five years: £153m 
•	
Right-sized our cost base while ring-fencing R&D 
capability
•	
Product families: more than 250
•	
R&D centres close to our customers: 8
•	
Regulatory approvals received in 2024: 123
•	
Opened our new customer innovation centre in 
Silicon Valley
Powered by 
Research & 
Development

A balance
between scale 
and flexibility
Knowledge and
expertise relevant
to high-growth
markets
Robust
supply chain
management
160 
colleagues
supporting 
product 
innovation
Leading
our industry 
on sustainability
S
ol
vi
n
g 
o
ur
 c
u
st
o
m
er
s’
 p
o
w
er
 p
ro
bl
e
m
s
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XP Power Annual Report & Accounts for the year ended 31 December 2024
DELIVERING 
TODAY
A BRIGHT 
TOMORROW

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
 
A growing penetration of global, blue-chip customers 
has enabled sustainable organic growth and provides 
exposure to high-growth markets.
10-year 
Organic CAGR:
5%
Revenue from new 
customers:
2%
Revenue from top 
15 customers:
£114m
Highly experienced teams provide fully customised 
solutions to solve customers’ power problems and 
a proven New Product Introduction to volume 
manufacturing transfer process.
R&D and  
product 
design staff:
>160
Cumulative  
5-year R&D 
spend: 
£153m
New product 
families  
released: 
13
We aim to lead the industry, by reducing energy 
consumption, prioritising our people, and enhancing our 
product design process, with an aim to reach net zero 
by 2040.
Emissions 
reduction1 (vs 
2023): 
41%
CDP climate 
change  
score:
B
Sales of 
Carbon Rated  
Products: 
£42m
Our attractive operating margins and relatively low capital 
investment requirements enable us to deliver strong free 
cash flows.
Operating  
margin: 
41%
5-year CapEx to 
Revenue Ratio 
(excluding R&D): 
6%
Cash generated  
from operations: 
£62m
Our strong customer relationships and the designed-
in nature of our product with the associated revenue 
annuity, ensures we become a trusted partner throughout 
the entire lifespan of our customers’ equipment.
Typical 
design-in 
phase: 
2 years
Typical 
revenue 
annuity:
7 years
Active projects with 
revenue annuity of 
more than 10 years: 
115
Our robust supply chain operations have a global footprint 
that gives us flexible manufacturing capacity and the 
ability to engineer in locations near our customers.
Manufacturing 
locations:
7
R&D  
centres: 
8
Time zones with 
engineering 
presence: 
6
Sustained Organic 
Growth
 Global Supply 
Chain Operations
 
 
 
 
Long-term 
Customer 
Relationships
Attractive 
Margins and Cash 
Generation
Exceptional 
Development 
Capabilities
Focus on 
Sustainability
A customer from the medical device industry purchased our HV 
DC/DC modules to develop a new product. After incorporating 
our modules, issues were found with radiated emissions that could 
not be diagnosed using the customer’s own facilities. We provided 
access to our three-metre EMC chamber at the Innovation 
Centre through which we gathered detailed radiation emissions 
information through multiple experiments, enabled by the high-
performance Rohde & Schwarz ESW8 EMI test station, which runs 
scans in seconds. The customer used the data to make informed 
updates and then used the EMC chamber to retest the product to 
ensure it met the required standards. 
The timeline for identifying and resolving the issue to bring the 
product to market was short, so support from our local engineering 
team and the EMC chamber was crucial. Normally, scheduling 
such support with a third-party test centre can take weeks, even 
months. We expedited the testing process and contributed to 
solving the issue, thereby demonstrating our values of Speed 
and Customer Focus. The customer’s feedback was very positive 
and we are discussing the use of additional XP modules for other 
versions of the product.
Jay Warner, Executive Vice President of North America, said:
"The sophisticated, fully digitalised workstations are globally 
connected, allowing seamless collaboration among our top 
talent. Our world-class, follow-the-sun implementation ensures 
continuous development and problem solving around the clock, 
reducing time to market and accelerating our customers' timelines."
CASE STUDY
Located in the heart of Silicon Valley in California, our new Innovation Centre provides a 
world-class Design and Engineering facility to enable effective customer collaboration.
Our investment in this new facility reflects our commitment 
to providing solutions to our customers’ power conversion 
needs and embodies our values of customer focus, flexibility 
and speed.
Customer focus: Face-to-face problem solving with many of 
our largest customers, who have their own design centres 
close by.
Flexibility: An integrated facility with capability across 
research and technology development, design engineering, 
pilot manufacturing, warehousing logistics and customer 
service all under one roof.
Speed: On-site production and warehousing to provide rapid 
prototyping and support rapid customer deployment.
This 85,000 sq ft state-of-the-art facility includes:
•	 a reliability lab with multiple Highly Accelerated Life Test 
(HALT), Highly Accelerated Stress Screen (HASS) and 
Environmental Chambers, emphasising commitment to 
reliability;
•	 an etch Plasma Chamber, which focuses on system 
validation for semiconductor fabrication equipment, 
demonstrating our focus on effectively serving this high-
growth market;
•	 a three-metre Anechoic EMC Chamber complementing 
existing EMC compliance test stations to accelerate time-
to-market for our customers; and
•	 a dedicated Test Development Team who design custom 
test equipment for specialised power conversion 
applications, ensuring products meet the highest 
standards of performance and quality.
The Innovation Centre facilitates rapid development 
cycles, allowing the efficient delivery of high-quality 
solutions. Our multi-disciplinary engineering team, with 
extensive design and industry experience across the 
Semiconductor Manufacturing Equipment, Healthcare, and 
Industrial Technology sectors, together with our design 
and engineering capability in the Philippines, enables us to 
provide true, follow-the-sun operations to reduce time to 
market for our customers.
1	 Market-based scope 1,2 and 3
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OUR NEW CUSTOMER-FOCUSED  
INNOVATION CENTRE
INVESTMENT CASE

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
In 2024, we responded to an unusually challenging market by 
taking broad-based action to protect gross margin, reduce costs and 
strengthen our competitiveness. 
The combination of a cyclical downturn in the 
Semiconductor Manufacturing Equipment 
sector and destocking within both the Industrial 
Technology and Healthcare sectors was 
unprecedented. We quickly right-sized our 
cost base to the prevailing demand conditions, 
while preserving key capabilities that underpin 
our long-term competitive advantages. We 
maximised cash generation, thereby improving 
balance sheet resilience. We improved service 
levels and reduced delivery lead times for our 
customers, maintaining our strong positions in 
key markets.
Market conditions were challenging throughout 
2024, with some signs of improvement as 
the year ended. Destocking in our sales 
channel continued for longer than expected, 
with underlying demand in our end markets 
remaining much healthier than our current 
revenue performance and market trends 
suggest. It was pleasing to see orders from 
customers in the Semiconductor Manufacturing 
Equipment sector return to growth later in 
the year, marking the end of a market-wide 
downcycle that started in mid-2023. Recent 
changes to US trade rules limit our ability to 
sell our products into China’s Semiconductor 
Manufacturing Equipment sector, resulting 
in a change to our strategy for China which 
is explained further in the Chief Executive 
Officer’s Review. We are encouraged by the 
underlying trends we are seeing elsewhere 
in the global Semiconductor Manufacturing 
Equipment market.
Actions taken in the year have protected our 
foundations and positioned us well for long-
term progress. We are seeing some tentative 
signs of improvement in some of our end 
markets although we remain mindful of macro 
and geopolitical risks. We are confident that the 
Group is in a strong position to benefit as its 
markets recover.
A robust response to challenging 
market conditions with longer 
term prospects remaining strong. 
JAMIE PIKE
CHAIR
Delivering our strategy
Our strategy remains unchanged and focuses on growth 
through product development, customer development, 
supply chain enhancement and industry leadership in 
sustainability. Further details are provided in the Chief 
Executive Officer’s report. The current market slow-down 
has allowed a greater internal focus on developing the 
capabilities needed to deliver our strategy.
We have maintained healthy levels of investment in new 
product development, creating a strong pipeline of new 
products scheduled for launch in 2025 and beyond. Our 
sales teams won record amounts of new business in the year, 
supporting medium-term growth. The performance of our 
vertically integrated supply chain improved notably, with 
deliveries made with increasing speed and precision. Product 
costs were reduced, improving gross margins as the year 
progressed. Excess inventory was removed and converted 
into cash. Greenhouse gas emissions reduced significantly, 
and we remain on track to achieve our long-term emission 
reduction plans.
We recognise that our diverse, talented and experienced 
workforce is critical to the delivery of our strategic 
priorities, and we continued to focus on people and 
talent development throughout the year. The Board 
was encouraged to see that employee engagement was 
maintained, as assessed via an annual survey; a considerable 
achievement in a year of change. 
Focus on our people
Developing our culture is a key priority across the business. 
Several initiatives were undertaken during the year to 
strengthen leadership capabilities across the business, 
improve the quality and transparency of information 
provided to our employees and enhance their experience at 
work. The Board recognises the commitment to excellence 
seen from colleagues worldwide and I would like to thank all 
of our employees for their efforts this year.
Governance
Following a comprehensive search process outlined in the 
Nomination Committee Report, Daniel Shook was appointed 
as a Non-Executive Director from 1 January 2025. Daniel’s 
30 years' experience in global manufacturing, supply chain 
and distribution companies including IMI, Borealis and BOC 
will be of great value to the Board. In addition to joining the 
Nomination, Remuneration and Audit Committees, he will 
take on the role of Audit Committee Chair following the 
conclusion of the Annual General Meeting in April 2025. 
I would like to extend my gratitude to Polly Williams for her 
leadership as Audit Committee Chair since April 2022 and 
for starting a seamless handover of responsibilities to Daniel 
since his appointment. I am pleased Polly will continue as 
a valued member of the Audit Committee and will remain 
in her role as Senior Independent Director, supporting 
the Board and providing continuity until her successor is 
appointed.
Sustainability
Sustainability is important to us and our stakeholders. In 
2024, we made strong progress on our sustainability goals. 
Our Science-Based Targets were approved by the Science-
Based Targets initiative (SBTi) and we now obtain 100% of 
our electricity from renewable sources across our European 
operations. We enhanced supply chain engagement, 
introduced a Product Carbon Rating system that provides 
customers with flexibility in component selection while 
offering greater transparency on product emissions, and 
continued developing high-efficiency power converters to 
reduce emissions. 
We strengthened health and safety initiatives to support a 
zero-injury workplace. Employee training, development, and 
well-being remain key priorities.
We will continue to drive progress towards our Science-
Based Targets, reinforcing our commitment to environmental 
responsibility. Additionally, we will further strengthen our 
supplier engagement initiatives, with a focus on building 
a resilient and sustainable supply chain to lower Scope 3 
emissions.
Looking to the future
The actions we have taken this year demonstrate the 
proactivity and decisiveness necessary to successfully 
navigate through a period of unusual market uncertainty. 
While the necessary focus was on our performance for this 
financial year, our decisions have also been designed to 
strengthen our long-term strategic capabilities. We are now 
a leaner and more efficient organisation with our key sources 
of competitive advantage fully preserved. The actions taken 
will provide an enduring benefit as our end markets recover.
We continue to enjoy leading positions in attractive 
markets with structural growth characteristics. The Board 
is committed to maximising shareholder value and I am 
confident that we have the right strategy and the capabilities 
necessary to deliver the long-term progress expected by our 
stakeholders.
JAMIE PIKE
CHAIR
4 March 2025
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XP Power Annual Report & Accounts for the year ended 31 December 2024
CHAIR’S STATEMENT

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
STRATEGIC 
REPORT
STRATEGIC REPORT
A BRIGHT FUTURE IN OUR MARKETS
12
MACRO GROWTH DRIVERS
16
OUR BUSINESS MODEL
18
CHIEF EXECUTIVE OFFICER'S REVIEW
20
OUR STRATEGY
26
CHIEF FINANCIAL OFFICER'S REVIEW
32
RISK MANAGEMENT FRAMEWORK
38
MANAGING OUR RISKS
39
MANAGING OUR RISKS VIABILITY STATEMENT
52
SECTION 172(1) STATEMENT:  
HOW WE ENGAGE WITH OUR STAKEHOLDERS
54
OUR SUSTAINABILITY STRATEGY
56
SUSTAINABILITY REPORT
59
SUSTAINABLE PRODUCTS
60
ENVIRONMENTAL LEADERSHIP
66
TCFD REPORT
70
PEOPLE AND WORKPLACE
85
KEY NON-FINANCIAL PERFORMANCE INDICATORS
94
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XP Power Annual Report & Accounts for the year ended 31 December 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Industrial power supply market to reach $6bn  
by 2027
•	 Driven by smart power management, digital control, and 
miniaturisation.
•	 Upside to growth expected from accelerating renewable 
energy trends.
End market 
applications
Overview
Our end markets can be broken down to the low voltage 
market – principally powering electronic systems and the 
high voltage and radio frequency (RF) market – which 
powers processes such as the generation of plasmas 
or some sort of particle acceleration or ionisation. The 
fragmented nature of the market means we have numerous 
competitors dependent on the product type, end application 
or geographic location with no one competitor having 
a dominant share. We consider that we have strong 
relationships with the leading customers in the higher 
growth market niches, which will allow us to continue to 
grow our market share. 
Our position
Our broad and up-to-date product portfolio, combined 
with our engineering services capability to modify products, 
allows our products to more effectively integrate into the 
customer’s application. This means we are ideally positioned 
to support our customers and solve their power problems. 
Our marketplace
•	 Highly fragmented market, with numerous competitors, 
dependent on the product type, end application or 
geographic location with no competitor having a 
dominant share.
•	 Our customers can be grouped into three end-markets; 
Industrial Technology, Healthcare and Semiconductor 
Manufacturing Equipment. 
•	 Products can principally be split into Low Voltage (LV) 
and Process Power (PP) including High Voltage and 
RF Power.
•	 Total market is valued at ~$6.4bn, of which XP Power 
has ~5.0% market share. This is split into:
–	 6.1% market share in ~$3.5bn LV market
–	 3.8% market share in ~$2.9bn PP market
High voltage 
US $0.8bn
Total market value
Low voltage 
US $3.5bn
Total market value
RF Power
US $2.1bn
Total market value
End customer market:  
Industrial Technology
We focus on power solutions for sectors with high-growth 
potential. Our engineers envision how future industrial 
technologies should be powered and deliver solutions that 
enable them to come to market today.
Our power converters support the facilitation of a digital 
future, from additive manufacturing and robotics, to smart 
grid infrastructure.
Performance this year
Revenue for 2024 was £94.8m, 28% lower than the prior 
year in constant currency, due to customer de-stocking 
leading to significantly reduced shipments. The pace of 
destocking increased slightly from the first half to the second 
half of the year and is lasting longer than expected. The 
prolonged period of destocking likely reflects softer-than-
expected global macroeconomic conditions, greater supply 
chain certainty and higher-than-expected borrowing costs, 
which all lower channel inventory needs.
Read more in the Chief Executive Officer's Review on 
pages 20–25.
Key growth driver
Digital transformation
Technological change in manfucturing and supply chain 
management is enabling the industrial revolution 4.0, 
leading to an increase in demand for new power conversion 
solutions. 
Power supplies form part of the customer ecosystem, with 
increased power converter connectivity to customer’s 
equipment being a key driver for growth.
How we plan to grow our market share
We will target fast-growing niches within the market, 
including robotics, test and measurement, 3D printing 
and additive manufacturing, smart grid and analytical 
instruments. By focusing on these high-potential sectors, 
we can capitalise on emerging trends and offer specialised 
products that meet these industries’ unique needs. With 
this strategic focus, we will expand our presence in rapidly 
evolving markets and strengthen our key position in the 
power solutions space.
Market overview
•	 A diverse sector with attractive growth outlook at 7.5% 
per annum over the medium term.
•	 Customers’ applications are becoming more 
complicated and increasingly connected.
•	 Digitalising our products allows us to provide the 
complete power system and we are increasingly 
becoming part of the customer ecosystem.
•	 Key trends driving demand include:
–	 more products requiring connectivity and 
intelligence; 
–	 significant demand for technologies that enable 
electrification and higher power capability;
–	 the AI era – smart mobility and manufacturing with 
generative AI; 
–	 smart manufacturing and warehousing; and 
–	 analytical instrumentation - in precision medicine 
and drug discovery.
•	 Subsectors include analytical instrumentation, 
additive printing, test and measurement, robotics and 
renewables.
2010
2015
GAGR:7.5%
2023 
$4.5bn
$6.0bn
2020
2025
2027
2024 atypical, 
not generally 
cyclical
Industrial power 
supply market
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A BRIGHT FUTURE IN OUR MARKETS

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Global semiconductor sales to reach $1tn  
by 2030
•	 Driven by Al, EV, Cloud, and IOT.
•	 Will require c.$140bn in WFE spend p.a., equating to 
10% growth p.a.
Medical devices market to reach $800bn by 2030
•	 Driven by Al, medical imaging, minimally invasive 
surgeries, patient treatment devices, and IOT 
incorporation.
GAGR:10.5%
$313bn
$518bn
$1tn
2010
2015
2030 
2020
2025
2013
2023
2030
2024 an 
inflection point
Global semiconductor sales
GAGR:6.4%
$314bn
$518bn
$800bn
2010
2015
2030 
2020
2025
2013
2023
2030
2024 atypical, not 
generally cyclical
End customer 
market: Healthcare
Our engineers understand the nuanced power needs of a 
wide range of medical applications required in healthcare 
environments, from operating theatres to intensive care 
units, which makes us an attractive healthcare partner.
As one of the world’s largest providers of medical power 
conversion products, we have a portfolio that meets the 
specific, understandably high safety standards demanded in 
the sector.
We’re helping our customers usher in a new generation of 
increasingly connected, effective medical devices.
Performance this year
Revenue for 2024 was £57.7m, which was 24% lower 
than 2023 in constant currency, primarily due to customer 
destocking. 
Read more in the Chief Executive Officer's Review on 
pages 20–25.
Key growth driver
Healthcare trends
A growing global population, increasing life expectancy 
and advancements in diagnostic technologies and patient 
treatments drive demand for more sophisticated healthcare 
devices, solidifying healthcare as a highly attractive 
investment sector. Customers in this field prioritise ultimate 
quality, reliability and support, areas in which our value 
proposition excels. 
There's a demand for more robust and scalable healthcare 
infrastructure, accelerating innovation and investment in 
this sector. This evolving environment presents significant 
opportunities for companies like ours to help build a more 
resilient healthcare system.
How we plan to grow our market share
Our broadest, most up-to-date range of medically approved 
power converters, combined with a high level of customer 
service, makes our value proposition highly appealing to 
healthcare providers. By focusing on delivering reliable, high-
quality solutions that meet the stringent requirements of the 
healthcare industry, we aim to strengthen our position and 
expand our presence in this vital and growing market.
Market overview
•	 Medical device market forecast to grow at 6.4% CAGR 
to $800bn by 2030, accelerating from 5% over the last 
decade.
•	 Growth driven by megatrends of an ageing global 
population and innovation in medical technology.
•	 Growth from robotic surgery and embedded devices 
incorporating AI, medical imaging, minimally invasive 
procedures and patient treatment devices.
•	 Customers require complex, reliable power solutions 
that meet strict regulatory requirements.
•	 Applications include patient monitoring, surgical 
robotics, imaging and diagnostics – MRI & CT –
scanners, home healthcare and new technologies in 
patient treatment.
End customer market:  
Semiconductor 
Manufacturing  
Equipment
Semiconductors are used everywhere, from wearable 
technology that monitors real-time patient health, to in-
vehicle devices that can help regulate dangerous driving 
habits. Their applications transform the way we live with 
connected devices becoming increasingly prevalent.
We’re one of few worldwide companies that provide 
the complete power solutions spectrum demanded by 
semiconductor equipment manufacturers.
Performance this year
Revenue for 2024 was £94.8m, which was 5% lower than 
2023 in constant currency, primarily driven by the impact of 
the downcycle in the semiconductor fabrication equipment 
industry, which commenced in mid-2023. The impact of this 
downcycle was partially offset by robust HVHP revenues, 
up 41% on the previous year, largely driven by backlog 
clearance.
Read more in the Chief Executive Officer's Review on 
pages 20–25.
Key growth driver
Proliferation of electronic devices
Electronic devices are pervasive in our lives as new 
technologies continue to develop. This trend is accelerating, 
driven by multiple factors, including pace of innovation, 
generative AI, big data, smart technology, AR/VR, and 
autonomous and electric vehicles.
These technologies run on semiconductors, which are in 
high demand and drive investment in capacity to make them. 
This results in demand for semiconductor manufacturing 
equipment, a key area of focus.
How we plan to grow our market share
We have the broadest technology-leading range of standard 
products in our industry, which are designed to be easily 
modified to power a customer’s specific applications. We 
will continue to leverage our unique position as one of 
few companies globally offering a full range of power and 
voltage products for semiconductor manufacturing. Our 
ability to integrate these products into comprehensive 
power solutions provides significant value to our customers, 
especially as the production of the latest generation of 
devices becomes more capital-intensive due to their 
increasing complexity and shrinking dimensions. By offering 
customised, high-performance solutions, we can strengthen 
our market presence and meet the growing demands of the 
semiconductor industry.
Market overview
•	 Attractive long-term growth outlook as the 
Semiconductor Manufacturing Equipment sector 
recovers from the current downturn.
•	 Demand for processing power for Al and big data is 
fuelling the $1tn market by 2030.
•	 Partly driven by “Chips Act” spending, the industry is 
adding more semiconductor fabrication facilities, with 
70 new projects between 2023 and 2025. Combined 
with the 92 semiconductor fabrication facilities that 
started construction from 2020 to 2022, this will 
dominate semiconductor manufacturing equipment 
spending from 2025.
•	 XP is well placed with market leaders to grow ahead of 
the sector with broad exposure across many processes 
and in leading and lagging edge technology.
•	 We are seeing improving utilisation of semiconductor 
fabrication facilities as semiconductor demand 
increases, driving demand for “spares and services” and 
the first orders for some products in over 12 months.
•	 We are through the demand trough in this market, with 
increasing confidence in 2025.
•	 Applications include Etch, Deposition, EUV and E beam 
Lithography, Ion implantation, Test and inspection and 
Wafer cleaning.
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A BRIGHT FUTURE IN OUR MARKETS
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
In addition to the sector specific growth drivers noted on the previous 
pages, we see many opportunities to expand our addressable market 
and customer base, which apply to each of our end customer markets.
Customer penetration
Climate change
Energy efficiency and 
reliability
Our blue-chip customer base presents 
significant opportunities to secure 
additional new product programmes 
from multiple engineering teams 
worldwide. In recent years, we 
have gained corporate approval at 
numerous blue-chip companies, 
establishing ourselves as a trusted 
partner. Building on this strong 
foundation, we now strategically 
capitalise on these relationships to 
capture a larger share of the available 
business from these customers. By 
expanding our product offering and 
delivering innovative, high-quality 
solutions tailored to their needs, 
we aim to deepen our partnerships, 
strengthen customer loyalty and 
unlock further growth opportunities 
across global markets.
Climate change and the emission of 
greenhouse gases are an increasingly 
significant issue as emerging 
countries develop and urbanise. 
We have taken a leading role in 
developing ultra-efficient products, 
which consume and waste less 
energy, and are suitable for healthcare 
and industrial applications.
By aligning our product development 
with environmental imperatives, we 
not only help to mitigate climate 
change but also position ourselves 
as a trusted partner for businesses 
prioritising operational sustainability.
The requirement from customers and 
legislation for products to consume 
and waste less energy is driving 
demand for more efficient power 
converters. This goes together with 
reliability for critical applications as 
ultra-high efficiency products do not 
require relatively unreliable fans to 
cool them, and cooler systems mean 
key components, such as electrolytic 
capacitors, have longer lifetimes.
This combination of efficiency, 
reliability and longevity makes these 
solutions highly attractive across 
a wide range of industries, from 
healthcare to industrial automation, in 
which performance and dependability 
are vital.
Legislation
Capital equipment
Innovation
Our industry is increasingly shaped 
by growing legislation from various 
countries, with standards focusing 
on environmental impact, safety 
requirements, and, most prominently, 
energy efficiency. Meeting these 
compliance demands comes 
with significant costs, but we are 
well-positioned to address these 
challenges. We have the scale to 
dedicate substantial resources to 
regulatory compliance and respond 
swiftly with new products, updates 
or documentation as needed. This 
balance enables us to stay ahead 
of regulatory changes and continue 
delivering value to our customers.
Our international reach means 
that we are exposed to changes 
in international trade tariffs and 
restrictions. We have a depth of 
experience in dealing with new tariffs 
and have appropriate systems and 
processes to manage the risks arising 
from trade sanctions.
Our products are integral to power 
capital equipment and are influenced 
by the cyclical nature of capital 
equipment markets. However, we 
have identified and successfully 
established growth niches in 
emerging industrial technologies, 
including 3D printing, analytical 
instruments, smart grid systems and 
robotics, which are advancing rapidly 
and being increasingly adopted. 
We believe the medium- and long-
term outlook for capital equipment 
remains highly positive, particularly 
in emerging markets where rising 
labour costs create a strong incentive 
for automation and advanced 
manufacturing technologies. As 
these markets develop, demand 
for innovative and efficient capital 
equipment solutions is expected 
to grow, presenting significant 
opportunities for our products to 
support this expansion and drive 
long-term growth.
Our customers face a competitive 
imperative to launch innovative 
new products that deliver enhanced 
productivity and functionality 
while actively reducing harmful 
environmental impacts. This drive 
is about meeting market demands 
for sustainability and staying ahead 
in highly competitive industries. 
Additionally, our customers 
continually seek ways to differentiate 
their products from their competitors’, 
aiming to stand out in crowded 
markets. This pursuit of uniqueness 
often results in evolving or entirely 
new power conversion requirements, 
as their products demand higher 
efficiency, reliability and tailored 
solutions. By aligning our capabilities 
with these dynamic requirements, we 
position ourselves as a critical partner 
in enabling our customers’ success 
and innovation.
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XP Power Annual Report & Accounts for the year ended 31 December 2024
MACRO GROWTH DRIVERS 

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Our business model has evolved from that of a specialist 
distributor, to designer, to design manufacturer.
Inputs
Key activities
Our purpose and 
why we exist: 
WE POWER THE 
WORLD’S CRITICAL 
SYSTEMS
Our values:
Our vision:
To be the first choice power 
solutions provider delivering 
the ultimate experience 
for our customers and our 
people.
Key resources:
Research and development 
enhance product 
performance, create tailored 
solutions and ensure timely 
responses to emerging 
trends.
Knowledge
Flexibility
Customer 
Focus
Integrity
Speed
01
Product 
development
We have one of the most diverse, up-to-date and adaptable product offerings 
in the industry, with over 250 product families across our low-voltage, 
high-voltage and RF portfolios. This breadth, combined with our rigorous 
adherence to regulatory standards and stringent component traceability, 
creates significant barriers to entry for competitors. These strengths reinforce 
our position as a trusted partner for customers seeking innovative, reliable 
and safety-compliant power solutions.
02
Solution  
design
We have design engineering teams on three continents, which allows us 
to release the innovative new products required by our highly diversified 
markets. Our designed products often have class-leading energy efficiency 
and small footprints to meet customers’  ever-increasing demands. Additional 
engineering service teams in Germany, North America, Singapore and the UK 
provide value-added services close to our key customers. 
03
Supply chain 
management
Supply chain management is critical to our success. Quality and reliability 
are paramount to our customers, who often provide critical healthcare or 
industrial systems. 
Therefore, we need excellent suppliers with high-quality standards. Our 
rigorous approval process analyses all aspects of a prospective supplier before 
engagement. This includes a review of their quality systems and standards, 
financial viability, environmental performance and treatment of their people.
Our global footprint, multi-site, low-cost manufacturing and our network 
of sales, engineering and manufacturing provides us with the flexibility of a 
global organisation and the ability to partner with customers locally.
04
Manufacturing
We take pride in manufacturing our own products, which gives us complete 
control over the quality of every item we produce. This allows us to maintain 
the highest standards, ensuring that our products meet our customers’ 
stringent requirements. By handling production internally, we can streamline 
processes and reduce lead times, helping our customers get their products 
to market more quickly. This agility improves our operational efficiency and 
strengthens our customer relationships by enabling us to deliver on time, 
every time, while upholding our brand’s exceptional quality.
05
Customer 
relationships
Our customers are at the heart of everything we do, so we make sure we 
forge direct, lasting partnerships built on a deep understanding of their needs, 
excellent service and in-depth technical support.
We have carved out a leading position in our industry through our up-to-date, 
high-efficiency product offering. This is delivered to our customers by the 
largest and most technically competent sales engineering team, supported 
by highly skilled power systems engineers, combined with the safety and 
reliability of world-class manufacturing, providing a compelling value 
proposition to our customers.
06
Quality
Our commitment to delivering exceptional experiences spans the entire 
product lifecycle, from initial design and development to post-sale support 
and service. By maintaining a focus on quality at every stage, we ensure 
that our customers receive consistent, specific, reliable high-performance 
solutions. This approach not only enhances customer satisfaction but also 
fosters long-term relationships and reinforces our reputation for excellence. 
We understand that providing a seamless, high-quality experience is key to 
driving customer loyalty and sustainable growth.
Value generated for our stakeholders
Our people
We provide a safe and healthy 
working environment that is 
stimulating and collegiate. We 
take the approach that if we 
look after our people they will 
look after our customer.
4.03
Employee engagement 
score in 2024
Our 
customers
We solve our customers’ 
power problems and help 
them to get to market quickly. 
We provide innovative 
solutions that are reliable and 
reduce the running costs of 
our customers’ equipment.
83
New product families 
released over a five-
year period
Our suppliers
We behave ethically and build 
long-term relationships with 
our key suppliers. We abide by 
our rigorous Code of Conduct 
dealing with ethics, health 
and safety, employee relations 
and environmentally friendly 
practices and require our 
suppliers to do the same.
15
Reduction in average 
Days Payable Outstanding 
compared to 2023 
Our 
communities 
and the 
environment
We produce Carbon Rated 
Products that consume less 
energy and materials, and 
avoid the use of hazardous 
substances. We have the 
most environmentally friendly 
manufacturing facility in our 
industry and support our 
people with paid leave to 
contribute to the communities 
in which we operate.
41%
Reduction in carbon 
emissions*  
compared to 2023
*Market-based scope 1, 2 
and 3 emissions
Our 
shareholders
We execute our published 
strategy on a consistent 
basis that has the potential 
to produce strong Total 
Shareholder Returns. 
We allocate our capital 
appropriately and maintain a 
dividend policy.
67p
Average dividend per share 
over a five year period
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XP Power Annual Report & Accounts for the year ended 31 December 2024
OUR BUSINESS MODEL

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
We have retained a healthy level of profitability 
and have been highly cash generative in 
unprecedented conditions, highlighting the 
underlying strength of our business model and 
the financial upside when volumes recover. 
A full new product pipeline and record new 
business wins provide us with additional 
confidence in our long-term prospects. 
Review of our year
During 2024, the Group delivered revenue of 
£247.3m, 22% less than the prior year (2023: 
£316.4m). The lower revenue reflects a highly 
unusual simultaneous slowdown in all three of 
our market sectors.
The Industrial Technology and Healthcare 
sectors are not typically cyclical, with the last 
two years being a rare exception driven by 
specific global events. Global supply chain 
disruption during and following the global 
pandemic resulted in many customers in these 
markets significantly increasing their inventory 
of our products in 2023 to well above normal 
levels. Global supply chain normalisation with 
improved component availability and shorter 
delivery lead times allowed this extra channel 
inventory to be reduced in 2024, resulting 
in a significant reduction in demand for our 
products year-over-year. Underlying demand 
in these markets is at much healthier levels. 
The Semiconductor Manufacturing Equipment 
market is inherently more cyclical and the 
sector entered an industry-wide downcycle 
in mid-2023, extending through 2024. The 
coincidence of channel destocking in Industrial 
Technology and Healthcare and a down-cycle in 
Semiconductor Manufacturing Equipment was 
unprecedented. These challenges were reflected 
industry-wide.
In response, we took decisive action to protect 
profitability and maximise cash generation. 
Overheads were reduced by 18% year-over-
year while protecting our sources of long-
term growth. Product costs were reduced by 
improved supply chain efficiency and better 
sourcing deals. Normalised supply chain 
conditions and improved working capital 
management facilitated a 22% reduction in 
inventory, generating cash while improving 
customer service. Actions were taken early in 
the year and continually reviewed as market 
conditions evolved. 
2024 has been challenging 
for our industry, but, despite 
this backdrop, we are pleased 
to have delivered a resilient 
performance. We took decisive 
action in response to the 
difficult trading environment 
while strengthening our long-
term competitive position, 
continuing to make good 
progress across our strategic 
initiatives.
GAVIN GRIGGS
CHIEF EXECUTIVE OFFICER
Customer destocking in the Industrial Technology and 
Healthcare sectors continued throughout the year, with a 
slightly faster pace in the second half, and continued for 
longer than expected, but improved order intake as the year 
drew to a close suggests channel inventory is moving closer 
to equilibrium. 
Our sales into the Semiconductor Manufacturing Equipment 
sector began to slow in mid-2023 in response to the industry 
downcycle. Sector revenue for 2024 was 7% lower than the 
prior year, but revenue had returned to growth by the second 
half of the year. The overall sector performance benefited 
from buoyant High Voltage High Power (“HVHP”) sales, with 
increased manufacturing output allowing order backlog 
clearance. 
In late 2024, changes to US trade rules restricted the export 
of our products to key direct and indirect customers in 
China’s Semiconductor Manufacturing Equipment sector, 
creating a near-term trading headwind. The Board has 
concluded that our interests are best served by exiting 
China’s Semiconductor Manufacturing Equipment market 
once our existing order book is fulfilled, in favour of other 
more compelling market opportunities in the region. We sold 
£8m of product in 2024 to customers impacted by the US 
trade rule change.
Currency movements proved to be a headwind to revenue 
in 2024 with sterling strengthening against the US dollar. A 
more favourable trend emerged in late 2024, with the US 
dollar strengthening in response to the outcome of the US 
election.
We continue to focus on product development and have a 
robust pipeline of new product launches across our portfolio 
scheduled in 2025. To protect our core competencies in 
this area, we ringfenced sought-after technical product 
development roles from the cost-saving actions taken in 
2023 and early 2024. We also opened our new Customer 
Innovation Centre in Silicon Valley. This exceptional 
facility allows us to collaborate and work directly with our 
customers, many of whom are also based in Silicon Valley, 
and accelerate the time to market for customised products.
The Group has made good progress with its preparations 
for the transfer to our Asian manufacturing facilities of 
production of certain High Voltage High Power (HVHP) and 
Radio Frequency (“RF”) products currently made in the US. 
This capability adds resilience to our supply chain and will 
lower product costs in 2025. 
In a challenging market, a faultless customer experience 
is essential, and we made marked improvements to 
customer service in the year, as validated by the significant 
improvement in our customer satisfaction results, including 
delivery lead times and fill rates. The remaining excess order 
backlog from the prior year was largely cleared. Our sales 
teams responded quickly to opportunities with innovative, 
often customised, design solutions and secured record 
amounts of new business. These improvements were 
recognised by our customers in our most recent customer 
survey.
Through changes made during the year, we have built for the 
future; establishing a leaner and more efficient organisation 
while preserving key sources of competitive advantage to 
provide an enduring benefit as our market sectors recover. 
Subsequent to the end of the year, we were notified of 
rulings from the judge in the legal case with Comet, which 
awarded plaintiff’s legal fees and pre-judgement interest 
of c.$19m to Comet. We are progressing with our appeal 
against this judgement and the original judgement on 
damages. 
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CHIEF EXECUTIVE OFFICER’S REVIEW

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Revenue by market sector
The breakdown of our revenue by sector was as follows:
Revenue
2024
£m
2023
£m
% change 
in constant 
currency
Semiconductor Manufacturing Equipment
94.8
102.2
(5%)
Industrial Technology
94.8
136.3
(28%)
Healthcare
57.7
77.9
(24%)
Total
247.3
316.4
(20%) 
Semiconductor Manufacturing Equipment
This sector provides an exciting long-term growth 
opportunity driven, amongst other things, by artificial 
intelligence, the Internet of Things and electric vehicles, as 
well as future innovations, which will inevitably require new 
generations of semiconductor technology. 
Revenue for 2024 was £94.8m, which was 5% lower than 
2023 in constant currency, primarily driven by the impact of 
the downcycle in the semiconductor fabrication equipment 
industry, which commenced in mid-2023. The impact of this 
downcycle was partially offset by robust HVHP revenues, up 
41% on the prior year, largely driven by backlog clearance.
The market improved as the year progressed. Global 
semiconductor chip sales returned to strong growth 
during the year and chip manufacturing capacity utilisation 
increased, both of which are leading indicators of increased 
demand for Semiconductor Manufacturing Equipment. Our 
own revenue in this sector returned to year-on-year growth 
of 6% in constant currency in the second half of the year. 
There has been good growth in project enquiries, and annual 
order intake was 37% higher than the prior year in constant 
currency. Our project sampling volumes were at record 
levels and conversion to new business wins remains strong. 
Long-term structural growth prospects in this sector remain 
attractive. 
Our book-to-bill ratio improved to 0.83x (2023: 0.58x) with 
order intake in the year of £79.0m compared to £59.4m in 
the prior year.
Industrial Technology
We participate in well-diversified markets within Industrial 
Technology, which exhibit strong structural growth trends, 
including the increasing automation of industrial processes. 
We see an opportunity to grow our sales of HVHP products 
into this market, particularly those offered by the FuG 
business acquired by the Group in 2022.
Revenue for 2024 was £94.8m, 28% lower than the prior 
year in constant currency, due to customer destocking 
leading to reduced shipments. The pace of destocking 
increased slightly from the first half to the second half of 
the year and is lasting longer than expected. The prolonged 
period of destocking likely reflects softer-than-expected 
global macroeconomic conditions, greater supply chain 
certainty and higher-than-expected borrowing costs, which 
all lower channel inventory needs.
Order intake showed some signs of improvement during Q4, 
with orders being placed by some of our customers for the 
first time in two years, indicating that channel inventory is 
moving closer to equilibrium, but at this stage it seems likely 
that destocking will continue into the first half of 2025. The 
outlook for the second half of 2025 is currently unclear, with 
a range of potential outcomes.
Our book-to-bill ratio was 0.71x (2023: 0.68x) with order 
intake in the year of £67.6m compared to £92.4m in the 
prior year.
Healthcare
An ageing global population and advancements in healthcare 
technology will both drive future demand for products that 
need the power supplies that we can provide. With our 
breadth of products and deep experience in this market we 
are well positioned to be able to benefit from this growth.
Revenue for 2024 was £57.7m, which was 24% lower 
than 2023 in constant currency, primarily due to customer 
destocking. 
Order intake grew sequentially in the second half of 2024, 
indicating the destocking cycle is progressing but will 
continue to impact demand in the first half of 2025. The 
outlook for the second half is less clear.
Our book-to-bill ratio was 0.61x (2023: 0.73x) with order 
intake in the year of £35.0m compared to £57.0m in the 
prior year.
Revenue by region
The decline in revenue in constant currency was broadly 
consistent across all three regions, albeit with different 
momentum.
Sales to North America totalled £144.2m, down 19% in 
constant currency. The lower revenue was mainly driven by 
destocking in Industrial Technology and Healthcare. Revenue 
and order intake improved as the year progressed, reflecting 
the growing recovery in Semiconductor Manufacturing 
Equipment, which represents a larger proportion of revenue 
in North America than in our other regions. 
Sales to Europe totalled £76.9m, down 22% in constant 
currency. Revenue slowed as the year progressed as the 
pace of destocking increased in the second half of the 
year, particularly within the distribution channel. However, 
improved order intake during the second half of the year 
provides support for an improved result in 2025.
Sales to Asia totalled £26.2m, down 21% in constant 
currency due to the challenging destocking conditions. 
Revenue and order intake both slowed as the year 
progressed, reflecting the macroeconomic and geopolitical 
influences referenced above. Direct sales into China totalled 
£14m in 2024.
Delivery of our strategy in the year
Our vision is to be the first-choice power solutions provider 
and deliver the ultimate experience for our customers and 
our people.
Products
During this period of lower demand, we have accelerated 
the pace of new product development. Our continued 
investment into strengthening our product range and 
developing new solutions for our customers will underpin our 
future growth.
During the year, we launched 13 new product families, 
including the HPF3K0 series of programmable AC-DC power 
converters, which is ideal for a wide range of medical and 
industrial applications. Our Engineering Services Group 
delivered 19 new customised products to customers during 
the year. Our pipeline of new products remains strong, and 
we expect to bring new platform products to market across 
our portfolio in the coming year. We have also refreshed 
our long-term product development plans by portfolio to 
ensure focus on the most promising market opportunities. 
In our Low Voltage portfolio, we have advanced our 
product development strategy by focusing on compact, 
high-efficiency solutions that enable higher power density 
in space-constrained industrial and medical applications. 
Our portfolio has expanded with the introduction of newer 
products in our HP series which offer advanced digital 
controls, a user-friendly GUI for seamless system integration, 
and a scalable architecture to support future expansion. 
Additionally, we are building on broad High Voltage portfolio 
with miniature DC-DC modules, application-specific 
platforms, and compact rack-mount high-voltage AC-DC 
solutions, strengthening our position in the analytical 
instrumentation and semiconductor manufacturing industry.
At the end of 2024, we established an office for our existing 
engineering and back-office staff in the Philippines to 
provide a foundation for our long-term presence in the 
country. With teams in both the Philippines and the West 
Coast of the US working closely together, we can offer a 
“follow-the-sun” engineering model to our customers to help 
get their products to market quickly and cost effectively.
Customers
We opened our Customer Innovation Centre in Silicon 
Valley in the year. The new 85,000 sq ft facility underlines 
our commitment to the North American market and 
enhances our Engineering Services capabilities in the Region. 
Engineering Services, in which we rapidly customise base 
power supplies to meet an individual customer’s specification 
requirements, is a highly successful line of business for the 
Group. The facility offers a state-of-the-art reliability lab, an 
etch plasma chamber for system validation of semiconductor 
fabrication equipment and a three-metre EMC chamber for 
compliance testing. 
Last year, we reported that we had entered a partnership 
with a new “design-in” distributor in Europe to expand our 
reach and to better service our customers, particularly those 
with smaller projects that are less well suited to support via 
our direct sales team. The new partnership is delivering the 
results we hoped for, identifying 465 new project leads and 
winning 58 new projects in the year.
We progressed with the commercial integration of FuG and 
Guth, the German businesses acquired in 2022, and fully 
trained our direct sales team to cross-sell their products 
to existing and new customers. We see significant growth 
potential in this area.
Our customers reported a further improvement in Net 
Promoter Score in our 2024 annual customer survey, which 
was very pleasing to see. 
Despite the challenging trading environment, our pre-sales 
activity has remained robust. The number of projects which 
have reached the sampling stage during the year (i.e. where 
we provide the customer with a small batch of products for 
testing in their end applications) has increased by 15% from 
2023. We have also increased our overall number of active 
projects by 2% and the overall value of our sales funnel has 
been grown by 6%.
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CHIEF EXECUTIVE OFFICER’S REVIEW  
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Supply chain
A key focus for our supply chain organisation in 2024 was 
to reduce our lead times for purchasing components and for 
delivery to our customers. The availability of components 
mostly returned to normal and we have also made good 
progress on dual sourcing to ensure that we have options 
if one of our suppliers is unable to deliver on time. On-time 
delivery from suppliers improved in the year. Average sales 
delivery lead times reduced. Our procurement team in 
Asia drove material reductions in component pricing in the 
year, either through renegotiation with existing suppliers or 
through engaging with new suppliers. We have also been 
able to negotiate more flexible purchasing arrangements that 
will improve our ability to respond to our customers’ needs.
To improve the resilience of our supply chain and reduce 
product costs, we transferred some of the production of 
RF and HVHP products from the US to Asia, as referenced 
above. 
The construction of our manufacturing facility in Malaysia, 
which was paused at the end of 2023, will recommence in 
2025 to secure long-term capacity and improve supply chain 
resilience.
We reduced inventory from £91.6m to £71.1m, primarily as 
a result of a concerted effort to sell through our brought-
forward inventory and remove the excess inventory 
buffer without impacting service. Further reductions are 
targeted for 2025. £4.2m of the inventory reduction was 
due to impairment of China Semiconductor market specific 
components.
We implemented plans to consolidate our European 
distribution activities into our distribution centre in Bremen, 
Germany and announced the closure of our facility in the 
UK, saving £0.2m per annum. We lowered our shipping costs 
by improving the balance between sea and air freight while 
managing disruption to sea freight in the Red Sea. 
We also tightly managed our global trading to comply with 
significant new export regulations introduced in the year 
relating to the global semiconductor industry and to certain 
specific national markets.
People
Our colleagues demonstrated characteristic resilience during 
this challenging period and remained focused on serving our 
customers. 
We took the difficult, but necessary, decision to reduce 
headcount in response to the challenging market conditions. 
This was completed in the first half of the year.
We listened closely to, and acted upon, our employees’ 
feedback via our annual engagement survey and were 
pleased to achieve strong engagement scores and high 
retention rates. Our people are our competitive advantage 
and we continue to build a unique, meritocratic and 
collaborative culture in which the best and brightest in our 
industry can achieve their full potential.
Health and safety is our highest priority and we are pleased 
with the progress we made during 2024 to ensure all of our 
colleagues go home safe. We launched our global health and 
safety initiative entitled “Safety Begins With Me“, with 96% 
of colleagues completing the associated training programme 
in the year.
We are very confident that we have the team we need to 
meet our long-term goals.
Sustainability
Sustainability is embedded within our strategy and has been 
since 2009, when the Group first formed its Sustainability 
Council. We realised early on how important sustainability is 
to enable us to deliver value to our stakeholders.
We set out and publish our priorities in our annual 
Sustainability Report. We delivered as follows against these 
priorities in 2024:
•	 Our Science-Based Targets were approved by the 
Science-Based Targets initiative (SBTi) in February 2024.
•	 All electricity in our European operations is provided 
from renewable sources. We have also purchased Energy 
Attribution Certificates (EACs) to cover 100% of our non-
EU electrical energy usage. This marks progress toward 
the achievement of our Scope 2 emission targets. 
•	 We have continued our supply chain engagement and 
are establishing a baseline of our key suppliers to identify 
further strategic actions. We have been exploring 
different software platforms to assist with supply chain 
risk assessments and enhance our supplier engagement 
programme.
•	 Our New Product Development teams are focused 
on designing the most economically efficient power 
converters. Efficiency gains will reduce operational costs 
for our customers and reduce the amount of energy 
wasted during operation (due to heat loss), which directly 
impacts Scope 3 emissions.
•	 We launched our new Product Carbon Rating system, 
giving customers the option to choose the components 
that best suit their carbon requirements. 
•	 We received EcoVadis Bronze Medal status in the 
year, an improvement on the prior year, placing us in 
approximately the top third of businesses assessed.
•	 We continued the rollout of our new Employee Health 
and Safety framework. This supports our ambition to 
have zero injuries and ensuring everyone goes home 
safely. 
We continue to support our employees through training 
and development, promoting a fair working environment 
with equal opportunities, and see mental health as a 
priority. Views are heard at Board level through workforce 
engagement. 
In 2025, we will continue to prioritise delivery of our 
SBTi emissions goals. We will also build on our supplier 
engagement work with the ambition of building a resilient, 
sustainable supply chain and helping to deliver Scope 3 
emission reductions.
Funding actions
The Group has taken proactive action throughout the year 
to maximise its performance in challenging conditions, 
particularly to maintain balance sheet resilience.
The combination of continued destocking and new 
macroeconomic headwinds and trade restrictions in Asia 
mean our performance in the first half of 2025 is expected to 
be weak. We expect demand to improve as 2025 progresses, 
but the timing and scale of the improvement is hard to 
predict, resulting in a significant second half weighting and 
a range of outcomes for the full year. We are confident that 
improved demand will bring with it improved profitability and 
balance sheet deleveraging.
However, the breadth of potential outcomes has led the 
Board to take prudent steps now to strengthen the Group’s 
capital structure with a £40m share placing, launched today. 
This will allow the Group to navigate the remainder of this 
unprecedented market-wide downturn with confidence 
and prepare the business to seize the full potential of the 
recovery. In the event of the expected market recovery, 
the Group will return any excess proceeds from the 
Placing to shareholders, but the Board believes a prudent 
recapitalisation now is the best long-term interests of 
shareholders.
Further details are set out in the Chief Financial Officer’s 
Review. 
Outlook
2024 was a mixed year. Importantly, our execution 
significantly improved, delivering greater operational 
efficiency, an upgraded supply chain capability, lower costs 
and substantial cash generation primarily driven by a reduction 
in working capital. We also maintained our focus on delivering 
our long-term strategy which is underlined by our healthy 
pipeline of new products and record new business wins. 
Despite the internal progress, market conditions were more 
challenging than expected. We continued to experience 
industry-wide customer destocking in the Industrial 
Technology and Healthcare sectors and a slow Semiconductor 
Manufacturing Equipment sector, albeit with an improvement 
in the second half. 
At the start of 2025 we are seeing continued challenging 
market conditions and recent US trade restrictions are 
causing increased headwinds for sales to Semiconductor 
Manufacturing Equipment customers in China, which we 
expect to result in a sequentially weaker first half result. We 
expect demand to improve as the year progresses but the 
timing and scale of recovery remains hard to predict. This 
leads to a wide range of potential outcomes for 2025, with an 
expectation of a significant second half weighting. The relative 
lack of visibility has led the Board to prudently strengthen the 
balance sheet with a £40m share placing, providing additional 
financial headroom while the timing of the market recovery 
remains uncertain.
The Group’s maintained market position, strong product 
pipeline, robust operational performance and proven business 
model gives the Board confidence in our long-term prospects 
and the fundamental and strategic value of the Company.
Strategic Report
The Strategic Report, comprising the information on pages 
10–101, was approved by the Board of Directors on 
4 March 2025 and signed on its behalf by:
GAVIN GRIGGS
CHIEF EXECUTIVE OFFICER
4 March 2025
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CHIEF EXECUTIVE OFFICER’S REVIEW  
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Projected CAGR for the global 
surgical robotics market: 17%
Surgical robots are revolutionising healthcare, enhancing 
precision, reducing recovery times and boosting 
patient safety. However, their advanced functions 
require reliable, high-performance power solutions for 
uninterrupted operation in critical procedures.
A surgical robotics systems manufacturer approached 
XP Power to address power-related challenges in their 
next-generation surgical robot. The robot, featuring 
multiple robotic arms and a central control unit, 
demanded high-performance, medically compliant 
power solutions. The customer faced several pain points 
with their existing setup, including meeting the unique 
needs of each robotic arm and the central control unit, 
leakage of current and noise interference from the 
extensive cabling required and compliance with medical 
safety standards.
Our technical team collaborated closely with the 
customer’s R&D team, working extensively to analyse 
the system, troubleshoot challenges and refine a 
solution. We proposed a customised power architecture 
that met all regulatory requirements and included six 
separate power conversion units with digital AC-
DC power supplies, which streamlined the power 
distribution system and eliminated EMI/EMC issues 
caused by cable clutter. The inbuilt digital control 
capabilities enabled easy scalability and provided the 
necessary flexibility for user-defined configurations and 
future upgrades. 
This example underscores XP Power’s leadership in 
addressing complex challenges within high-growth 
markets such as surgical robotics. Leveraging a diverse 
product portfolio including low voltage, high voltage, 
programmable solutions such as the HP series, and 
configurable power supplies, we are equipped to meet 
the evolving demands of the healthcare, semiconductor 
and industrial markets.
Market-leading product portfolio
We need a market-leading range of products to be attractive to our 
customers. This range must be broad due to the fragmented nature of 
the markets we serve, which have diverse product requirements. The 
broader and more relevant our product range, the more likely we are 
to have a product that meets a customer’s needs. The safety of our 
products is of paramount importance given the risks of high-voltage 
electricity to the end user. 
Target
To release sufficient products to achieve at least 10% organic revenue 
growth through the market cycle. 
Past performance
We have continued to expand our product portfolio and to provide 
tailored solutions for our clients. Products released during 2024 
included: 
•	
The RDF150 Series for applications which rely on multiple power 
sources or a single source with wide voltage variation, such as 
renewable energy, battery systems and railway use cases. 
•	
The JMR20 Series, which increases efficiency, reduces waste 
heat and extends the runtime of battery-powered portable 
equipment and is approved for medical applications.
Planned future actions
•	
The release of new product platforms (solutions that are easy to 
modify and can be reused over multiple sectors and applications).
•	
Expanding our portfolio of XP Carbon Rated Products (class-
leading efficiency and low standby power).
ESG component
We develop products that meet the highest level of safety 
requirements to minimise the risk of harm to users.
Growth drivers
•	
Legislation 
•	
Proliferation of electronic devices
KPIs
•	
Gross R&D spend: £30.1m
•	
Revenue from new products (last three years): £11.6m
•	
Proportion of revenue from modified products: 19% 
Link to
Sustainability Strategy
Risks
A   D
01   02   04   06   07
STRATEGY IN ACTION
Sustainability Strategy key:
A
Sustainable products
B
Environmental leadership
C
People and workplace
D
Ethics and compliance
Online channels provide an 
opportunity to reach new customers
Nearly 50% of our website users come via a Google 
search, making it our largest online channel. Search 
traffic has very high user intent, meaning users are 
actively seeking information to address a specific 
requirement or solve a problem they have. A variety of 
search engine optimisation (SEO) tactics and targeted, 
optimised content are the key drivers of ensuring 
we remain visible on Google and provide valuable, 
trusted answers to our audience's specific queries. 
This attracts targeted users to our website and starts 
their online engagement with us, boosting XP’s brand 
awareness and driving sales leads. By ranking for 
relevant keywords, we effectively promote our range 
of products and solutions and position ourselves 
strongly against online competition. We target and 
track many search phrases to ensure we perform 
well in Google search results. We rank number 1 for 
many strategic keywords on Google and now perform 
particularly well with "high voltage" search terms. 
Our marketing team continue to invest in SEO to 
capture additional customers where we can add value. 
As an example, we are actively working on a very 
promising opportunity with a major online retailer that 
is interested in power products for robotic automation 
in its warehouses. We have had no previous contact 
with the lead on the customer side, who found our 
website from a Google search and subsequently 
submitted an enquiry. 
We are exposed to a broad and diverse potential 
customer base, spread across many geographies 
and highly fragmented end-markets. With such a 
significant market opportunity, we will not reach all 
potential customers through direct contact alone, so 
SEO is key to delivering on our strategy.
Target key accounts where we 
can add value
We pride ourselves in the level of service and support we offer 
to customers, particularly during the design-in stage. We have a 
compelling proposition where customers expect excellent quality and 
reliability to power their mission-critical equipment, particularly where 
they face a power problem due to heat dissipation or electrical noise 
or when seeking to reduce the environmental impact of their products. 
These are our target customers.
Target
Organic revenue growth of more than 10% through the market cycle.
Past performance
We have targeted customers where reliability is key or where their 
equipment may be in harsh environments. These customers value the 
support and service delivered by our highly trained sales force and 
power systems engineers.
Our regional sales teams continued to take pro-active action with our 
target customers and our marketing teams have enhanced our online 
presence through search engine optimisation.
Planned future actions
We will continue to prioritise our resource with customers who fit 
our value proposition. We de-emphasise customers who may have 
significant revenue potential but for whom cost is more critical than 
quality and reliability, or engineering support during the design phase. 
ESG component
We continue to expand our range of Carbon Rated Product solutions, 
which improves our offering to potential customers. 
Growth drivers
•	
Digital transformation
•	
Healthcare trends 
•	
Capital equipment 
KPIs
•	
Proportion of revenue from new customers (last three years): 2%
•	
Proportion of project wins which are with new customers: 6.4%
•	
Average project value: £0.1m
Link to
Sustainability Strategy
Risks
A   B   
01   02   03   04   07
STRATEGY IN ACTION
01
Disruption to manufacturing
02
Supply chain risks
03
Market/customer-related risks
04
Product-related risks
05
IT/data-related risks
06
Funding/treasury risks
07
Legal and regulatory risks
08
Business Transformation risks
09
People-related risks
10
Climate-related risks
Risks key:
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OUR STRATEGY

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
The breadth of our product range 
allows us to serve customers better
XP Power is a trusted power solutions partner to 
one of the world’s largest analytical instrument and 
laboratory equipment manufacturers. Our partnership 
exemplifies our strategic focus on growing business 
with key accounts by deepening engagement and 
addressing a larger share of their requirements.
We have supplied a diverse array of power solutions 
from across our entire portfolio to support their wide 
range of products. Examples include:
•	
Programmable 3kW Power Supply: Power mass 
spectrometers, enabling high-precision analytical 
capabilities;
•	
Desktop and Open-Frame Medical Power 
Supplies: Drive the operation of centrifuges, 
critical in laboratory workflows;
•	
Configurable Power Supplies: Provide flexible 
solutions for liquid chromatography systems;
•	
High Voltage DC-DC Modules: Power quadrupole 
mass spectrometers, crucial for advanced 
analytical applications;
•	
High Voltage AC-DC Rack Mount Power Supplies: 
Support mass spectrometers used in forensic 
science; and
•	
RF Plasma Generators: Powers electron 
microscopes, enabling detailed material analysis.
We recently won further business with this customer 
by introducing new high-voltage power solutions 
designed and manufactured by our recent acquisition 
in Germany, FuG. The breadth of our product offering 
has deepened our integration with this key customer 
and we now provide High-Voltage Eurocasette style 
AC-DC Power Supplies, which are used in thermal 
ionization applications. We are actively collaborating 
on additional projects to deliver tailored solutions 
using products from FuG. These collaborations will 
further cement our role as a comprehensive power 
solutions partner to this customer.
Drive penetration to grow share 
of wallet
We still have a relatively small share of the available business with 
some of our existing customers. We continue to work with our 
existing customers to understand their needs and to expand our 
product portfolio so we can address more opportunities to grow our 
revenues.
Target
Organic revenue growth of more than 10% through the market cycle. 
Past performance
We have spent recent years gaining approved or preferred supplier 
status with key healthcare, industrial technology, and semiconductor 
manufacturing equipment sector customers. We are focused on this 
existing customer base to grow our revenues.
During 2024, we worked hard to clear order backlog, understand our 
customers’ needs and develop valuable, new solutions for them. 
Planned future actions
As we expand our product offering through continued product 
development, we aim to address an increasing proportion of our 
customers’ requirements with our excellent service and support. 
ESG component
We work with our customers to understand their needs for power 
efficiency in their solutions and provide the required solutions.
Growth drivers
•	
Digital transformation
•	
Healthcare trends 
•	
Capital equipment
KPIs
•	
Revenue growth (constant currency): (20%)
•	
Revenue from the top 15 customers: £114m 
•	
Average project values: £0.1m 
Link to
Sustainability Strategy
Risks
A   B   
01   02   03   04   07
STRATEGY IN ACTION
Transfer of manufacturing capacity 
to optimise our supply chain
A key component of our strategy to continually 
enhance our global supply chain is the  transfer 
of manufacturing capability into Asia to provide a 
more resilient capacity for output and to maximise 
opportunities for more cost-effective manufacturing. 
During 2024, we successfully transferred 62 product 
lines into our Vietnam manufacturing facility. These 
comprised HVHP and RF solutions, which were 
designed and developed at our sites in Gloucester, MA 
and Highbridge, NJ. 
Our teams on the East Coast of the US and in Vietnam 
worked collaboratively and conscientiously to ensure 
a smooth transition. The Engineering, Supply Chain 
and Quality teams in the US provided video recordings 
of their technical reviews to support the transfer of 
knowledge between teams.
Quality assurance is critical to ensure that our 
customers experience no deterioration in the service 
or products provided. Experienced colleagues from 
our US sites provided the final checks on products 
manufactured in Vietnam to provide additional 
assurance prior to shipping to the end customer. 
Manufacturing output of the transferred products 
will ramp up in 2025 and we will continue to review 
opportunities to strengthen our supply chain through 
product transfers.
Continually enhance our global 
supply chain
Since listing in 2000, we have built a strong brand in the power 
converter market, consistently taking market share and delivering 
significant growth. To sustain this growth, we must continually 
improve the service we provide for our customers, reduce our costs 
and minimise our environmental impact. Enhancements to our 
supply chain systems and processes are a critical enabler of these 
improvements. 
Target
To reduce manufacturing costs, freight and logistics and consistently 
improve lead and delivery times.
Past performance
We have evolved from a distributor to a manufacturer, with full-scale 
facilities in China, Vietnam, Germany and North America. We continue 
to invest to increase capacity and flexibility.
During 2024, we cleared the remaining order backlog from the post-
pandemic peak in demand and focused on improving our supply chain 
processes and resilience.
Planned future actions
Construction of our new Malaysian facility is expected to be complete 
by 2026 and will complement both Vietnam and our original 
China plant to meet demand across the world, allowing for further 
expansion. Our overall objective is to provide a resilient and flexible 
supply chain, manufacturing most products in Asia.
ESG component
We are focused on minimising the impact that we, and our products, 
have on the environment and adopting responsible sourcing practices 
considering both social and environmental impacts.
KPIs
•	
Average customer lead time reduction versus 2023: 3.2 months
•	
Average Inventory days: 205 days
•	
Gross margin: 41%
Link to
Sustainability Strategy
Risks
B   C  
01   02   05   06   07   08   09   10
STRATEGY IN ACTION
28
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OUR STRATEGY
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
A commitment to sustainability at 
all levels of the organisation
In early 2024, we set out to eliminate single-use 
plastics (SUP) from all our business sites, with an aim 
to complete by the end of the year. This initiative 
focused on reducing the environmental impact of 
disposable plastics used in daily operations (excluding 
manufacturing-related plastics). 
We started with an audit at each location to identify 
commonly used SUP items, including utensils, plates 
and food packaging. Each site then proposed and 
implemented sustainable replacements, including 
metal cutlery, canned water, bamboo paper towels 
and reusable eco-bags. To support this transition, 
we displayed awareness posters, and the changes 
were adopted globally. Our teams in San Jose, 
Irvine, Singapore and the UK shared success stories, 
fostering engagement and a sense of accountability 
across sites.
Our successful elimination of SUPs reflects XP 
Power’s leadership in corporate sustainability. 
Through careful planning and widespread 
engagement, we achieved a significant environmental 
milestone. We will conduct regular audits to maintain 
compliance and we are in the process of identifying 
further opportunities to reduce our environmental 
impact, including a project to reduce plastic in product 
packaging and assess office materials for eco-friendly 
alternatives.
Lead our industry on 
environmental responsibility
Strong corporate social responsibility is important to our customers, 
employees and the communities in which we operate. This 
incorporates environmental performance, health and safety, treatment 
of our people and business ethics.
Target
To ensure excellent health and safety performance, consistently reduce 
our CO2 intensity and ensure there are no Code of Conduct breaches.
Past performance
Our Company is a full member of the Responsible Business Alliance 
(RBA), and we follow the RBA Code of Conduct, which addresses 
important ethical and environmental matters. Our near and long-term 
targets for reducing our carbon footprint are approved by the Science 
Based Target initiative (SBTi). Our Sustainability Council monitors our 
progress towards our sustainability targets and we are committed to 
achieving net zero by 2040.
Planned future actions
We will continue to deliver on our Net Zero Plan.
ESG component
We aim to lead our industry on environmental matters through 
minimising the impact of our operations and our products on the 
environment and to uphold the highest standards of ethics and 
integrity.
Growth drivers
•	
Climate change
•	
Energy efficiency and reliability
KPIs
•	
Absolute location-based Scope 1 and 2 emissions reduction: 17%
•	
Sales of Carbon Rated Products: £42m
•	
CDP climate score: B
Link to
Sustainability Strategy
Risks
A   B   C   D
01   02   03   04   10
STRATEGY IN ACTION
Employees completing health and 
safety training in 2024: 2,465
When dealing with high-voltage electricity, ensuring 
our employees’ safety at work is our priority. During 
2024, we launched a new programme called "Safety 
Begins with Me" to further strengthen our response 
to the health and safety risks across our operating 
locations.
Our Global EHS Director stated, “This programme isn’t 
just a slogan, it's a culture we are building together, to 
make sure every one of us goes home safe at the end 
of the day.”
This programme provides clear and globally consistent 
safety rules embedded across the business through 
workshops, regional safety councils, site safety 
champions and mandatory training for all employees.
As part of our ongoing commitment to safety, we have 
developed a series of safety posters to highlight the 
core values of our Safety Begins with Me programme. 
These posters emphasise the 6 Safety Rules that are 
at the heart of our safety culture and are displayed 
prominently across all our sites. To ensure the message 
reaches all employees, the posters are translated into 
the primary languages of each location.
Each poster also includes a QR code that directs 
employees to our newly launched incident reporting 
tool. This tool is designed to make reporting safety 
concerns quicker and easier, allowing for more timely 
and consistent documentation of any incidents or 
near-misses. By streamlining this process, we can 
further enhance our safety culture and respond more 
proactively to potential hazards.
We empower every employee to take an active role in 
maintaining a safe working environment. Safety truly 
begins with each of us.
Focus on people and talent 
development
Our employees provide the knowledge, insight and customer focus 
that we need to be successful. We strive to make XP Power a 
workplace in which our people can be at their best, to provide an 
environment that is safe, diverse and inclusive, and to attract and 
retain the best talent.
Refer to the People and Workplace section of our Sustainability 
Report for additional information.
Target
Non-production employee turnover at <10% (metric excludes 
production employees at our manufacturing sites where market forces 
mean that high levels of employee turnover are the norm for our 
industry).
Past performance
While this is the first time that we have reported on a focus on people 
and talent development as part of our strategy, it has always been a 
critical priority for the business. During the past year, we have:
•	
provided additional guidance and clear expectations for People 
Leaders;
•	
fostered communication and transparency through engagement 
sessions led by senior leaders;
•	
conducted workshops and training on coaching skills and 
navigating change; and
•	
supported colleagues through external training and provided 
opportunities for internal progression.
Planned future actions
•	
A programme of training in Lean Manufacturing for our 
Gloucester, MA site
•	
Launch of our XP Talent Community
•	
Improved clarity in feedback on performance to employees
ESG component
Our sustainable business goal is to improve the physical and mental 
health of our employees, provide them with a safe place to work and 
to create an environment in which our people can be their best.
Growth driver
•	
Innovation
KPIs
•	
Gender diversity: 49% male, 49% female and 2% undisclosed
•	
Non-production employee turnover rate: 12.2% 
•	
Average training time (in days) per employee: 1.2
Link to
Sustainability Strategy
Risks
C   
01   08   09
STRATEGY IN ACTION
30
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OUR STRATEGY
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Statutory results
Revenue in the year fell from the historic highs 
of 2023 by 20% on a constant currency basis 
to £247.3m. Gross margin fell slightly to 39.2% 
due to underutilised manufacturing capacity and 
a one-off inventory impairment charge arising 
from our decision to exit China’s Semiconductor 
Manufacturing Equipment market. Cost saving 
actions led to a reduction in operating expenses 
of £13.4m compared to 2023. As a result, 
operating profit was £3.6m. Loss for the year 
was £9.4m, compared to £9.0m in 2023.
Adjusted results
As in prior years, Adjusted and other alternative 
performance measures are used in this 
announcement to describe the Group’s results. 
These are not recognised under International 
Financial Reporting Standards (IFRS) or other 
generally accepted accounting principles 
(GAAP).
Adjustments are items included within our 
statutory results that are deemed by the 
Board to be unusual by virtue of their size 
or incidence. Our Adjusted measures are 
calculated by removing such Adjustments 
from our statutory results. The Board believes 
Adjusted measures help the reader to 
understand XP Power’s underlying results and 
are used by the Board and management team 
to interpret Group performance. Note 3 to 
the consolidated financial statements includes 
reconciliations of statutory metrics to their 
Adjusted equivalent and provides a breakdown 
of the Adjustments made.
On an Adjusted basis the Group delivered 
operating profits of £25.1m and a profit before 
tax of £13.8m, compared to a profit before tax 
of £26.6m in 2023. 
The Chief Executive Officer’s Review includes 
an explanation of revenue performance and an 
analysis of order trends during the year. 
The Group has remained 
profitable and cash generating 
in an unprecedented market 
trough thanks to robust 
management actions on costs 
and cash.
MATT WEBB
CHIEF FINANCIAL OFFICER
Gross profit
The Group delivered a gross profit of £97.0m on revenue 
of £247.3m for the year. This represents a gross margin 
of 39.2%, 230bps lower than 2023. Excluding the one-off 
impact from the impairment of China Semiconductor market 
specific inventory, the Adjusted Gross Margin was 41.0% 
and was 50 bps lower than 2023. This result is pleasing, 
considering the margin headwind naturally created by 
reduced utilisation of fixed factory overheads in a year of 
lower production volumes. This headwind is worth 290bps, 
meaning underlying margins advanced by 240bps.
This underlying improvement was delivered through:
•	 negotiated raw material price reductions; these were 
worth c.5% of the value of our existing raw material 
spend in Asia, with an expected benefit of around £1m 
per annum. The benefit will arise gradually between 2024 
and 2025 as the lower-priced raw materials pass through 
our supply chain;
•	 better supply chain planning and better component 
availability, which resulted in less need to pay extra for 
the expedited delivery of raw materials;
•	 continuous improvement initiatives, which optimised the 
efficiency of our manufacturing operations, particularly in 
our manufacturing facilities on the East Coast of the US;
•	 flexing our manufacturing overheads with volume 
wherever possible; and
•	 a reduction in our outbound logistics costs by addressing 
the balance of air versus sea deliveries (0.75% of revenue 
versus 1.02% in 2023). 
The actions taken are reflected in the improved Adjusted 
Gross Margin between the first half of the year (40.6%) and 
the second half of the year (41.2%). 
While we are pleased with our progress to date, there 
is opportunity for further improvement over time, so 
continually enhancing our global supply chain remains a key 
pillar of our strategy. We are now ready to produce existing 
products with an annual revenue of £8.5m in Asia, which 
have, so far, been produced in the US. This ongoing initiative 
did not benefit our margins in 2024, but will do so in 2025 
and beyond.
Operating profit
On a reported basis, operating profit was £3.6m compared to £24.5m for the prior year. The reduction in gross profit resulting 
from the decrease in revenue has been partly mitigated by savings in operating expenses year-over-year. A large proportion 
of the cost-saving initiatives were implemented in late 2023 or early 2024, meaning that we saw most of the cost benefit in 
2024. As a result, operating expenses were broadly flat between the first half and the second half of the year, aside from the 
additional provision for the Comet legal case.
Adjusted Operating Profit for 2024 was £25.1m compared to £38.1m in the prior year. Adjusted Operating Expenses for 2024 
were £76.2m, a £17.0m (18%) reduction from 2023.
Adjusted Operating Expenses
2024
£m
2023
£m
Change vs 
2023 £m
Distribution and marketing
52.1
63.5
(11.4)
Administrative
4.2
3.3
0.9
Research and development
19.9
26.4
(6.5)
Adjusted Operating Expenses
76.2
93.2
(17.0)
The decrease in distribution and marketing is due to reduced people costs following restructuring (£7.7m reduction), a 
benefit on revaluation of assets and liabilities denominated in foreign currencies (£1.6m reduction), and tight control over 
discretionary spend in other overhead areas such as travel and professional fees (£2.1m reduction).
The decrease in research and development was primarily driven by a one-off impairment of capitalised product development 
during 2023 (£2.1m reduction), a reduction in administrative roles (£2.7m reduction), an increase in newly capitalised Product 
Development costs (£0.9m reduction) and reduced external spending (£0.8m reduction).
32
XP Power Annual Report & Accounts for the year ended 31 December 2024
33
XP Power Annual Report & Accounts for the year ended 31 December 2024
CHIEF FINANCIAL OFFICER’S REVIEW 

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
The reduction in Adjusted Operating Profit can be explained 
as follows:
•	 Lost gross profit on revenue volume reduction of £28.7m
•	 Reduction in gross margin % of £1.3m
•	 Decrease in Adjusted Operating Expenses of £17.0m
To achieve the reduced operating expenses, we incurred 
restructuring costs in 2023 and in 2024. These costs were 
part of a programme of simplification and reorganisation 
in line with our funding plan. We incurred £2.3m of non-
recurring restructuring costs in the current year and £2.7m 
in 2023.
Adjusting items
Items which have been treated as Adjusting and are therefore excluded from underlying operating profit are shown below.
Income / (cost) impact by 
Income Statement line
£m
2024
2023
Operating 
profit
Net finance 
expense
Profit 
before tax
Operating 
profit
Net finance 
expense
Profit 
before tax
Restructuring costs
(2.3)
–
(2.3)
(2.7)
–
(2.7)
Exit from China Semi market
(6.7)
–
(6.7)
–
–
–
Site double running costs
–
–
–
(2.6)
(2.4)
(5.0)
Supply chain transformation
(1.6)
–
(1.6)
(2.7)
–
(2.7)
Comet legal case
(7.6)
–
(7.6)
(2.1)
–
(2.1)
Amortisation of acquired intangibles
(3.1)
–
(3.1)
(3.2)
–
(3.2)
Bid defence costs
(0.2)
–
(0.2)
–
–
–
ERP implementation
–
–
–
(0.3)
–
(0.3)
Acquisition costs
–
–
–
(0.1)
–
(0.1)
Other
–
–
–
0.1
0.6
0.7
Total
(21.5)
–
(21.5)
(13.6)
(1.8)
(15.4)
Restructuring costs incurred in the current year of £2.3m 
include severance payments of £1.4m, costs relating to the 
closure of our UK warehouse and consolidation into our 
European hub in Germany totalling £0.6m, and an increase in 
the provision for IT licences that will no longer be used due 
to our restructuring of £0.3m.
In late 2024, changes to US trade rules restricted the 
export of our products to certain customers in China’s 
Semiconductor Manufacturing Equipment sector. The 
products in question are, for the most part, made in China 
but were designed in the US, hence falling under US trade 
compliance rules. Tighter US trade rules are now forcing the 
China Semiconductor industry to reduce its dependency on 
US suppliers, reducing the attractiveness of the market to us. 
We have therefore decided to exit the China Semiconductor 
Manufacturing Equipment market and will prioritise growth 
opportunities elsewhere in Asia. These events have led to 
the one-off, non-cash write down of goodwill, inventory 
and fixed assets and an onerous contract provision totalling 
£6.7m at 31 December 2024.
Supply chain transformation costs of £1.6m primarily relate 
to temporary engineering resources employed to transfer 
manufacturing from the US to Asia.
In January 2025 there was a substantial development in 
the Comet legal case with the ruling that plaintiff's legal 
fees and pre-judgement interest of c.$19m in total are to 
be paid by the Group. As a result of this post-balance sheet 
event, we reviewed our provision and recorded an additional 
£7.0m of costs. During the year we also incurred a total 
£0.6m of expense in the current year for legal fees related 
to administrative matters on our appeal and the premium on 
the appeal bond.
During the current year, we incurred costs of £0.2m 
defending an unsolicited approach to acquire the Group in 
the first half of 2024. No further costs were incurred during 
the remainder of the year.
Currency
We report our results in sterling; however, most of our revenues and costs arise in other currencies. A large proportion of our 
revenue and costs are denominated in US dollars, so our results are impacted by relative movements in the currencies that the 
underlying transactions arise in compared to pounds sterling.Adjusted Operating Profit reduced by £13.0m to £25.1m and is 
bridged as follows: 
Adjusted £m
2023
Currency
impact
Constant 
Currency1
2024
Revenue
316.4
(9.2)
(59.9)
247.3
Revenue growth %
(2.3)%
(19.5)%
(21.8)%
Cost of sales
(185.1)
6.1
33.0
(146.0)
Gross margin
131.3
(3.1)
(26.9)
101.3
Gross margin %
41.5%
0.2%
(0.7)%
41.0%
Operating expenses
(93.2)
1.8
15.2
(76.2)
Operating profit
38.1
(1.3)
(11.7)
25.1
Operating margin %
12.0%
–
(1.9)%
10.1%
1	 The constant currency change is calculated with reference to the prior year amount at current year exchange rates.
The Adjusted Operating Profit decrease at constant currency was 32%, with a 2.4% impact from currency movements.
Currency movements had an overall negative impact on revenue, but a positive effect on cost of sales and operating expenses 
year-over-year. 
Net finance expense
Adjusted Net Finance Expense was £11.3m (2023: £11.5m). 
During the year, we substantially reduced our Net Debt 
from £112.7m to £93.5m. This had a positive impact on 
the interest expenses associated with our Revolving Credit 
Facility (RCF), although this has been partially offset by 
higher interest charges arising on lease liabilities (primarily 
due to the new leases for our facilities on the East Coast of 
the US).
There was some benefit in the second half of the year from 
a reduction in interest rates. The reduction in Net Debt 
throughout the year led to a lower net finance expense in the 
second half, compared to the first half of the year.
Taxation
Adjusted Tax Expense for the year was £3.4m which 
represents an effective rate applicable to Adjusted Profit 
Before Tax of 25%. This is a reduction from 2023 where the 
effective tax rate was 37% due to a one-off write down to 
deferred tax assets in the US. 
On a reported basis, the tax expense for the year was £1.7m 
on a loss before tax of £7.7m. This was primarily caused by 
losses in the US arising from the increase in provision for 
legal costs in the Comet case for which it was not possible to 
recognise an associated deferred tax asset.
Profit after tax
The Group reported a loss after tax of £9.4m compared 
to a loss of £9.0m in 2023. Adjusted Profit For The Year 
was £10.4m. Decisive actions taken protected profitability 
despite the external headwinds. The basic loss per share 
was 40.5 pence compared with a basic loss per share of 45.4 
pence in 2023. Adjusted Diluted Earnings Per Share was 
42.9 pence compared with 81.8 pence in 2023. The decrease 
in Adjusted Diluted Earnings Per Share is primarily due to 
the reduction in revenues due to an extended period of 
destocking, partially offset by the robust cost-saving actions 
taken by the Group.
34
XP Power Annual Report & Accounts for the year ended 31 December 2024
35
XP Power Annual Report & Accounts for the year ended 31 December 2024
CHIEF FINANCIAL OFFICER’S REVIEW
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Cash flows
Adjusted £m
2024 
£m
2023 
£m
Operating profit
25.1
38.1
Depreciation, amortisation & impairment
15.8
17.3
Adjusted EBITDA
40.9
55.4
Change in working capital
25.0
14.0
Other items
(0.3)
(3.5)
Operating cash flow
65.6
65.9
Net capital expenditure – Product development costs
(10.1)
(9.5)
Net capital expenditure – Other assets
(10.1)
(30.5)
Net interest paid
(12.1)
(11.9)
Tax paid
(6.6)
(4.9)
Other items
(1.5)
(2.3)
Free cash flow
25.2
6.8
Free cash flow was £18.4m higher than 2023, mainly driven 
by a reduction in capital expenditure and working capital. The 
reduction in capital expenditure relates to the development of 
our two new sites in California which were largely completed 
in 2023. Total expenditure during 2023 on these sites was 
£16.6m, with £7.6m of cash outflows for the completion of 
the sites in 2024, mostly weighted to the first half of the year. 
During the year, there was minimal expenditure relating to our 
new manufacturing facility in Malaysia as we had agreed an 
extension of the project with the contractor. Work on this site 
recommences in 2025.
The change in working capital of £25.0m in the current 
year reflects the efforts of our teams to bring down our 
inventory holding and to reduce our aged debtors (excludes 
the impairment of Asia Semiconductor market specific 
components which is treated as Adjusting).This means that, 
despite the lower Adjusted EBITDA caused by the challenging 
trading environment, we have still achieved an Adjusted 
Operating Cash Flow of £65.6m. We are pleased with the cash 
performance in the year.
Funding position and capital structure
Our Net Debt reduced from £112.7m to £93.5m. During this 
period of market slowdown, we acted to better manage our 
working capital and to reduce our inventory holding to £71.1m, 
a reduction of £20.5m or 22%. This allowed us to improve our 
Adjusted Operating Cash Conversion from 173% to 261% and 
make debt repayments to reduce our interest costs. Our gross 
cash balance was £15.4m (31 December 2023: £13.4m).
Key financing ratios at 31 December 2024 were as follows:
•	 Leverage ratio: Net Debt : Adjusted EBITDA of 2.3x 
(2023: 2.0x)
•	 Interest cover: Adjusted EBITDA : Adjusted Net Finance 
Expense of 3.6x (2023: 4.8x) 
In early 2024, we committed to keeping our leverage ratio 
below 2.5x at 31 December 2024, which we achieved despite 
tougher than expected market conditions, with year-end 
leverage of 2.3x. We complied with the financial covenants set 
out within our borrowing facility agreement. Additional liquidity 
available to the Group at 31 December 2024 consisted of 
£15.4m of cash on deposit and £57.6m of undrawn committed 
borrowing facility. 
Whilst the Board is very confident in the Group’s ability to 
de-lever the balance sheet in normal market conditions, in 
early 2025 we became aware of factors that would increase 
leverage in the short-term prior to market recovery. The award 
of plaintiff’s legal fees and pre-judgement interest in respect of 
the Comet legal case was more costly than we had expected 
and resulted in a cash payment in February 2025, increasing 
borrowing. Continued customer destocking, combined with 
headwinds in China following trade rule changes in December 
2024, are likely to result in a weak first half of 2025, reducing 
Adjusted EBITDA. All other things being equal, these factors 
would bring leverage in close proximity to the normal covenant 
limit of 3.0x. While market conditions are expected to improve 
as the year progresses, which would lead to reduced leverage, 
we cannot be certain of the extent and timing. Therefore, the 
Board has decided to act now to prudently improve balance 
sheet resilience.
Today, we are announcing the issuance of new shares on 
a non-pre-emptive basis, to rank pari-passu with existing 
shares. The issuance will be made through a placing, or via 
a direct subscription where necessary. The issuance will be 
made available to both retail and institutional investors and is 
expected to raise c.£40m. 
Our syndicate of banks has also recently agreed to amend the covenants appliable to our borrowing facilities as follows, 
providing additional financial headroom:
Leverage ratio (not more than)
Previous covenant 
limit
New covenant 
limit
Q1 2025
3.00
3.10
Q2 2025
3.00
3.35
Q3 2025
3.00
3.60
Q4 2025
3.00
3.75
Q1 2026
3.00
3.55
Q2 2026
3.00
3.25
Q3 2026
3.00
3.00
Q4 2026
3.00
3.00
Interest Cover (not less than)
Previous covenant 
limit
New covenant 
limit
Q1 2025
2.75
2.75
Q2 2025
2.50
2.50
Q3 2025
2.75
2.75
Q4 2025
3.25
2.35
Q1 2026
3.50
2.45
Q2 2026
4.00
2.55
Q3 2026
4.00
2.70
Q4 2026
4.00
2.75
An additional covenant has been added to the borrowing 
facilities to ensure that the aggregate of the Group’s 
consolidated cash and cash equivalents and undrawn 
committed facility is not less than £25m at each month-end.
The changes were implemented at modest cost. The Group’s 
committed borrowing facilities were reduced by $20m 
to $190m at the same time to reflect the reduction in 
borrowing achieved in the year and the Board’s commitment 
to further reductions in future.
While the covenant changes above were designed to be a 
standalone funding solution absent new equity, the Board 
concluded that an equity raise offered superior balance sheet 
resilience and would better support the planned refinancing 
of the Group’s borrowing facilities in 2025. The covenant 
amendments above will be revisited as part of the refinancing 
considering the equity now being raised.
The Board is very confident that the Group will continue to 
de-lever as market conditions recover until it enters its target 
leverage range of 0-1x Adjusted EBITDA. In the event of the 
expected market recovery, the Group will return any excess 
proceeds from the Placing to shareholders.
The Director’s assessment of going concern has involved 
consideration of the Group’s forecast covenant position 
in various scenarios, including a severe but plausible 
downside case. The Group is forecast to remain compliant 
with its covenants and have ample borrowing liquidity in 
all scenarios. Further details can be found in Note 1 of the 
consolidated financial statements. The Viability Statement is 
set out in the 2024 Annual Report and Accounts.
At the end of 2024, net current assets stood at £62.8m 
compared to £92.0m at the beginning of the year. Trade 
and other payables reduced by £7.5m due to the slowdown 
in production volumes and, to a lesser extent, the 
standardisation of payment terms with significant suppliers. 
Trade receivables reduced by £12.9m, partly due to the 
reduction in revenues, and partly because of a concerted 
effort by both our finance and commercial teams to reduce 
aged debt. Inventories reduced by £20.5m. 
Dividends
Dividend payments were suspended in late 2023. Dividends 
remain an important part of the Group’s long-term capital 
allocation strategy. However, the Board believes it is in 
Shareholders’ long-term interests for debt reduction to be 
prioritised over Shareholder distributions until net debt 
returns sustainably to our target range of 1-2x Adjusted 
EBITDA. Our long-term aim is to operate in a range of 0-1x 
Adjusted EBITDA. As a result, no dividends have been 
declared during, or in respect of, the financial year ended 
31 December 2024.
MATT WEBB 
CHIEF FINANCIAL OFFICER
36
XP Power Annual Report & Accounts for the year ended 31 December 2024
37
XP Power Annual Report & Accounts for the year ended 31 December 2024
CHIEF FINANCIAL OFFICER’S REVIEW
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Our Vision
To be the first-choice 
power solutions provider, 
delivering the ultimate 
experience for our 
customers and our people
Strategic priorities
•	 Market leading product portfolio
•	 Target key accounts where we can add value
•	 Drive penetration to grow share of wall
•	 Continually enhance our global supply chain
•	 Lead our industry on environmental matters
•	 Focus on people and talent development
Principal
Risks
Material Risks
Other Risks
Control design and implementation
Risk appetite
Risk mitigation strategy
Control operation
Three lines of defence
First Line:  
Control Operators
Audit Committee
The Board of Directors
Second Line: 
Group Compliance 
Third Line:  
Internal Audit
Control Self-Assessment
Monitoring
Review
Recommendations to the Board
External reporting on risk management  
and control Framework.
Testing of Material Controls
Report to Audit Committee
Objectives
Risks
Control
Assurance
Monitoring 
and reporting
The Group has well-established risk 
management processes to identify and 
assess risks
The Board acknowledges its responsibility for the Group’s 
internal controls and the review of their effectiveness. 
We have an ongoing process for identifying, evaluating 
and managing significant risks faced by the Group. The 
Board completes an annual risk assessment to identify the 
Group’s principal risks. The principal risks are mapped onto 
a risk universe, where risk mitigation or reduction can be 
tracked and monitored. This facilitates further discussions 
regarding risk appetite and identifies risks that require 
greater attention from the Group. Reporting on specific risks 
is provided to the Board as required and the management of 
principal risks is monitored by tracking actions in response to 
these risks.
Risk assessment
A robust risk assessment has been carried out by the Board 
and actions have been set to mitigate and/or reduce the 
identified risk, considering factors that could undermine the 
business model, impact future performance, compromise 
solvency or liquidity or hinder the Group’s strategic 
objectives. 
The identified key risks and the mitigating actions are 
classified according to:
•	 the assessment of their impact level to the viability of the 
business if they occurred – ranging from minor to severe 
and the likelihood of a risk occurring – ranging from low 
to high; and
•	 the direction they are trending in (the Assessed Trend) 
– risks are classified according to whether they are 
becoming more or less likely to occur, or whether the risk 
of occurrence remains unchanged.
Although risk identity attributes are judgemental and 
qualitative, the Board regards the methodology as useful in 
determining the focus that should be given to each risk.
Although the risks included in this report do not constitute 
an exhaustive list of risks identified and considered, it does 
include all risks that would have a severe or moderate impact 
on the business if they occurred.
Risk appetite
The Board determines the number and types of risk that 
the Company is willing to take to achieve its strategic and 
operational objectives, with a risk appetite rating applied to 
each risk. 
A key focus for the Board is to minimise the Group’s 
financial, operational, human, legislative and reputational risk 
exposure.
The experience of and learnings from the pandemic, and the 
impact of recent global supply chain disruption, are reflected 
in our risk reviews and will enhance our response to the next 
disruptive event. 
1
2
9
3
4
8
5
6
10
7
IMPACT
Severe
Minor
LIKELIHOOD
Low
High
Heat map of the identified risks indicating the
likelihood and level of impact
1
Disruption to manufacturing
2
Supply chain risks
3
Market/customer-related risks
4
Product-related risks
5
IT/data
6
Funding/treasury
7
Legal & Regulatory
8
Business Transformation
9
People-related risks
10
Climate-related risks
38
XP Power Annual Report & Accounts for the year ended 31 December 2024
39
XP Power Annual Report & Accounts for the year ended 31 December 2024
RISK MANAGEMENT FRAMEWORK
MANAGING OUR RISKS

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk management
The Group manages the risks identified through the risk 
assessment described above through a programme of 
mitigation and controls and with assurance provided by three 
lines of defence, outlined below, with oversight provided by 
the Board and the Audit Committee:
•	 The first line of defence includes the site operational 
and finance teams responsible for managing risks and 
implementing control procedures on a day-to-day basis, 
supported by Group company managers.
•	 The second line of defence includes divisional and Group 
compliance teams with oversight and monitoring from 
the Executive Leadership Team and Senior Management.
•	 The third line of defence includes independent assurance 
from Internal Audit.
Emerging risks
For the current year, the Board identified an additional 
principal risk related to ‘Business Transformation’. The 
Group undertakes business transformation projects to adapt 
processes, products and structures for future growth. The 
risk arises due to uncertainties surrounding the success 
of these transformation efforts and whether the current 
operating model supports future growth and resilience. Due 
to the significance of current and future transformation 
projects to the business, this risk has been elevated to a 
principal risk.
Current geopolitical events and increasing product 
nationalism impacting cross-border trading are closely 
monitored for their potential financial and operational 
impact. These risks are included within the principal risks 
‘Market/Customer-related risks’ and ‘Legal & regulatory’. 
Mergers and Acquisitions (M&A) are no longer considered 
as a principal risk, reflecting the Group’s current focus on 
reducing leverage. 
The impact of climate-related change and severe weather 
events are assessed through our Sustainability Committee; 
they are an increased area of focus and are included in our 
Sustainability Report.
Principal risks
The risk management framework, detailed on page 38, is 
used by the Board to identify the risks most critical to the 
Group. These risks are highlighted due to their potential to 
disrupt the achievement of the Group’s strategic objectives.
40
XP Power Annual Report & Accounts for the year ended 31 December 2024
41
XP Power Annual Report & Accounts for the year ended 31 December 2024
MANAGING OUR RISKS
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk
Explanation of risk
Potential impact
Mitigation
Priorities in 2025
Assessed 
trend
1
Disruption to 
manufacturing
An event that causes the temporary 
or permanent loss of a manufacturing 
facility could result in the Group being 
unable to sell products to customers.
This could include fire, flood, 
infectious disease, climate-related 
events or government-imposed 
restrictions or compulsory purchase 
orders.
As the Group manufactures 80% of 
revenues, this would cause a short-
term loss of revenues and profits, and 
disruption to our customers, which 
could cause reputational damage.
•	 We produce most of our power converters in our 
two facilities in China and Vietnam. 
•	 We have disaster recovery plans in place.
•	 We hold inventory in sales markets to meet short-
term demand in the event of disruption.
•	 We have epidemic control and prevention 
measures that can be introduced at all facilities in 
line with local guidelines and regulations.
•	 We own key facilities or have long-term leases.
•	 We have business interruption insurance in place.
•	 Recommence the construction of a new 
manufacturing facility in Malaysia.
•	 Continue the transfer of production capabilities 
from North America to Asia to improve supply 
chain optionality and resilience.
•	 Monitor the list of leased facilities with 
maturity dates to ensure timely planning for 
replacements. 
•	 Review business interruption insurance annually 
to ensure cover adapts to evolving risks.
•	 Remain in contact with local authorities with 
respect to local orders and restrictions.
Link to strategic pillar
  
 
 
 
 
2
Supply chain risks
The Group is dependent on retaining 
its key suppliers and ensuring that 
deliveries are on time and materials 
supplied are of an appropriate quality.
As the Group makes significant use of 
its Asian manufacturing footprint to 
supply US and European markets, it is 
exposed to risks related to threats to 
global shipping. 
We make most of the products we sell 
but are reliant on third-party suppliers 
for a small number of products. 
Some key product components are on 
relatively long lead times, increasing 
the risk of shortages at the point of 
manufacture.
While alternative routes by sea or air 
freight can be used, these would be 
impacted by time or cost.
Poor supplier conduct can negatively 
impact the business by damaging our 
reputation, leading to legal liabilities, 
and increasing costs due to supply 
chain disruptions.
•	 Components are dual sourced wherever 
possible.	
•	 Appropriate amounts of safety inventory of key 
components are held, and these levels are regularly 
reviewed regarding demand and lead times. 
•	 We monitor risks to our established transport 
routes, develop contingency plans and ensure our 
customers are aware of issues and implications.
•	 Code of Conduct issued to our suppliers who 
acknowledge and agree to comply with it.
•	 Ensure that dual sourcing is built into new 
product designs.
•	 Continue to diversify and localise our supply 
chains.
•	 Continue to monitor and review our demand 
planning processes.
•	 Perform additional reviews on new contracts and 
use subject matter experts when applicable. 
Link to strategic pillar
  
 
 
 
 
Strategic key:
Market leading product portfolio 
Drive penetration to growth share 
of wallet
Focus on people and talent development 
Target accounts where we can add value
Continually enhance our global 
supply chain
Lead our industry on environmental 
responsibility
Trend key:
No change to risk
Increase to risk
Decrease to risk
42
XP Power Annual Report & Accounts for the year ended 31 December 2024
43
XP Power Annual Report & Accounts for the year ended 31 December 2024
MANAGING OUR RISKS
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk
Explanation of risk
Potential impact
Mitigation
Priorities in 2025
Assessed 
trend
3
Market/customer-related 
risks
The semiconductor market represents 
a significant percentage of Group 
revenue and is inherently cyclical.
A material proportion of the Group’s 
revenue is derived from its largest 
customers. Demand for our products 
may be impacted by gains or losses of 
business with them, or changes in their 
inventory levels of our products.
The Group is required to comply with 
export and import rules, which may 
change over time and either directly or 
indirectly impact our ability to sell.
The Group’s revenue, profitability 
and financial condition can be 
significantly impacted, both positively 
and negatively, by inherent cycles in 
the Semiconductor Manufacturing 
Equipment market leading to 
unexpected changes in performance.
If the Group lost some key customers, 
this could have a material impact on 
its performance. However, for the year 
ended 31 December 2024, no single 
customer accounted for more than 
24% of revenue, and that revenue 
was spread over many individual 
programmes. 
New export and import rules may limit 
our ability to serve some customers. 
Failure to adhere to trade compliance 
controls could lead to financial 
penalties. 
•	 Staying close to our key customers and 
understanding the end-market to provide visibility 
of likely market movements.
•	 The Group mitigates this risk by providing 
excellent service. Customer complaints and non-
conformances are reviewed monthly by members 
of the Executive Leadership Team.
•	 While visibility of customer inventory levels 
is limited, our sales teams discuss this with 
customers and reflect it in our revenue projections.
•	 Automated due diligence checks in place for new 
customers.
•	 	Robust forecasting process at appropriate 
level of market/customer detail to ensure best 
possible view on future orders and revenue.
•	 Operate with conservative borrowing levels to 
accommodate potential demand cyclicality.
•	 Ensure the business is sufficiently diversified by 
sector to balance cyclicality in any one sector.
•	 Given that a key element of the Group’s strategy 
is to gain share of business with key customers, 
customer concentration is likely to remain 
a risk. However, the Board believes that, as 
each customer revenue stream is made up of 
many individual programmes and products are 
typically designed in for the duration of the 
end product lifecycle, the complete loss of an 
significant customer is unlikely. We will continue 
to provide excellent service to our customers at 
competitive price points.
•	 Implementation of new software to monitor 
changes in global trade regulations.
Link to strategic pillar
 
 
 
 
4
Product-related risks
A product recall due to a quality or 
safety issue.
Failure to develop new products 
or respond to new disruptive 
technologies.
A major product recall could have 
serious repercussions to the business 
in terms of potential cost and 
reputational damage as a supplier to 
critical systems.
Third-party-introduced new products 
or technologies could adversely impact 
the Group’s revenue.
•	 The Group performs 100% functional testing 
on all own manufactured products and 100% 
hipot testing, which determines the adequacy of 
electrical insulation. This ensures the integrity of 
the isolation barrier between the mains supply and 
the equipment’s end user.
•	 Regarding contracts with customers, we limit our 
contractual liability regarding recall costs. 
•	 The Group prioritises investment and works closely 
with our customers to ensure that our product 
offering remains market leading.
•	 Continue to enhance our product design 
processes.
•	 	Prioritise investment to ensure existing portfolio 
meets newly launched industry standards.
•	 Expand supplier quality capabilities.
Link to strategic pillar
  
 
 
 
 
Trend key:
No change to risk
Increase to risk
Decrease to risk
Strategic key:
Market leading product portfolio 
Drive penetration to growth share 
of wallet
Focus on people and talent development 
Target accounts where we can add value
Continually enhance our global 
supply chain
Lead our industry on environmental 
responsibility
44
XP Power Annual Report & Accounts for the year ended 31 December 2024
45
XP Power Annual Report & Accounts for the year ended 31 December 2024
MANAGING OUR RISKS
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk
Explanation of risk
Potential impact
Mitigation
Priorities in 2025
Assessed 
trend
5
IT/data
The Group is reliant on information 
technology in multiple aspects of the 
business from communications to data 
storage. Data is potentially vulnerable 
to theft or encryption and customer 
channels are vulnerable to disruption.
Any failure or downtime of these 
systems, or any data theft or 
encryption, could have a significant 
adverse impact on the Group’s 
reputation or ability to operate.
Incomplete or inaccurate data can lead 
to poor decision making.
•	 The Group has a defined Business Impact 
Assessment, which identifies key information 
assets, replication of data on different systems 
or in the Cloud, an established backup process in 
place, and robust cybersecurity protection on our 
networks.
•	 Internally produced training materials are used to 
educate users on good IT security practice and 
promote the Group’s IT Policy.
•	 A large proportion of the Group uses a single 
unified ERP platform with standardised processes, 
comprehensive training, and robust financial 
reporting controls, supported by an experienced 
management team and effective governance 
mechanisms.
•	 We will continue to enhance our cybersecurity 
tools and processes and promote heightened 
awareness to cybersecurity risks among our 
people.  
•	 We have cybersecurity insurance in place.
•	 Continued improvement in quality and Group-
wide consistency of Mater Data.
•	 Increased use of BI tools and speed of data 
delivery.
Link to strategic pillar
 
6
Funding/treasury
The Group is reliant on external bank 
funding and needs to comply with the 
related covenants. 
Changes in interest rates impact 
interest payments and charges. 
Most of the Group’s sales and material 
purchases are in US dollars, creating a 
natural transactional hedge. However, 
a minority of sales and costs are 
denominated in other currencies, 
exposing the Group to some 
transactional currency risks.
The Group faces translational currency 
risk from reporting in sterling. 
The Group could find itself in breach 
of banking covenants and lose access 
to its funding. The full Going Concern 
disclosure can be found on pages 
173–175.
The Group is exposed to foreign 
currency fluctuations. This could lead 
to material adverse movements in 
reported earnings and cash flows.
•	 Set a clear and conservative leverage policy and 
perform detailed and regular cash forecasting to 
ensure leverage targets are met.
•	 The Group reviews balance sheet and cash flow 
currency exposures and, where appropriate, 
uses forward exchange contracts to hedge these 
exposures. 
•	 The Group does not hedge any translation of 
its subsidiaries’ results to sterling for reporting 
purposes.
•	 Interest rate hedging policy to manage interest 
costs.
•	 Regular and detailed review of forecast and 
actual results to ensure maximum visibility of 
profit, interest, net debt and bank covenant 
performance, identifying any potential exposures 
and implementing actions to mitigate. 
•	 Continue to take action to improve the funding 
position through the review of costs and the 
maximisation of cash generation.
Link to strategic pillar
  
 
Trend key:
No change to risk
Increase to risk
Decrease to risk
Strategic key:
Market leading product portfolio 
Drive penetration to growth share 
of wallet
Focus on people and talent development 
Target accounts where we can add value
Continually enhance our global 
supply chain
Lead our industry on environmental 
responsibility
46
XP Power Annual Report & Accounts for the year ended 31 December 2024
47
XP Power Annual Report & Accounts for the year ended 31 December 2024
MANAGING OUR RISKS
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk
Explanation of risk
Potential impact
Mitigation
Priorities in 2025
Assessed 
trend
7
Legal & regulatory
The Group operates in multiple 
jurisdictions with applicable trade, 
company law and tax regulations that 
vary by location.
Intellectual property in terms of 
product design is an important feature 
of the power converter industry.
The Group ships raw materials 
and finished goods internationally, 
meaning compliance with import and 
export laws is critical. 
Global trade policies, tariffs and export 
controls may limit our ability to trade 
profitably in some locations.
Failing to comply with local law and 
regulations could impact the profits 
and reputation of the Group and its 
ability to conduct business.
The effective tax rate of the Group 
is affected by where its profits fall 
geographically. The Group’s effective 
tax rate could, therefore, fluctuate 
over time and have an impact on 
earnings and  its share price. It could 
also fluctuate if an efficient Group tax 
structure is not maintained.
The enactment of new international 
trade controls and tariffs may reduce 
revenue from existing customers and 
limit the markets in which we can 
trade profitably.
•	 The Group hires employees with relevant skills 
and uses external advisers to keep up to date with 
changes in regulations to remain compliant.
•	 Use of external specialists to mitigate tax 
exposures and ensure we are up to date with 
legislative requirements.
•	 Global trade compliance software in place to 
monitor transactions.
•	 An outsourced internal audit function provides risk 
assurance in targeted areas of the business and 
recommendations for improvement. 
•	 The Group establishes a clear Health and Safety 
Policy and procedures.
•	 	We will ensure we stay current with the 
latest legislation and have the necessary 
contemporaneous documentation for 
compliance purposes. 
•	 We will provide comprehensive training to 
all sales staff to highlight the importance of 
understanding and adhering to export control 
regulations as they evolve.
•	 We will continue to strengthen our global health 
and safety structure, policies and processes.
Link to strategic pillar
  
 
 
 
 
8
 Business transformation
The Group undertakes various 
business transformation projects, 
which involve adapting and 
innovating processes, products, and 
organisational structures to maintain 
relevance across multiple planning 
horizons. 
The risk arises due to uncertainties 
surrounding the success of these 
transformation efforts and whether 
the current operating model supports 
future growth and resilience. 
Transformation projects have a high 
inherent risk of not achieving the 
intended outcomes
Failure to transform could undermine 
the business’s ability to compete and 
adapt over time.
Without appropriate investment 
and planning for the long term, the 
business risks becoming irrelevant or 
uncompetitive.
•	 Major business cases undergo a thorough review 
process, requiring approval from both the CFO and 
CEO.
•	 We have implemented standardised business 
processes to ensure consistency, efficiency, and 
compliance across business units.
•	 Ongoing monitoring of all significant projects 
through appropriate governance structures.
•	 Regular leadership team and Board discussions 
about future growth opportunities and the 
adequacy of existing structures, processes and 
resources to execute on those opportunities.
Link to strategic pillar
 
          
Trend key:
No change to risk
Increase to risk
Decrease to risk
Strategic key:
Market leading product portfolio 
Drive penetration to growth share 
of wallet
Focus on people and talent development 
Target accounts where we can add value
Continually enhance our global 
supply chain
Lead our industry on environmental 
responsibility
48
XP Power Annual Report & Accounts for the year ended 31 December 2024
49
XP Power Annual Report & Accounts for the year ended 31 December 2024
MANAGING OUR RISKS
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk
Explanation of risk
Potential impact
Mitigation
Priorities in 2025
Assessed 
trend
9
People-related
The future success of the Group 
is substantially dependent on the 
continuing services and contributions 
of its Directors, senior management 
and other key personnel.
People-related issues may arise 
from changing workforce dynamics, 
competition for talent, and evolving 
expectations around workplace culture 
and career development.
The loss of key employees could 
have a material adverse effect on the 
Group’s business.
A decline in employee morale and 
engagement, could have a significant 
impact on productivity and business 
performance.
Fraudulent and unethical behaviour 
could have negative reputational 
impact and cause financial loss to the 
Group.
•	 The Group undertakes performance evaluations 
and reviews to help it stay close to its key 
personnel. Where appropriate, the Group also 
makes use of financial retention tools, such as 
share-based compensation.
•	 The Group focuses on training, upskilling, and 
career progression opportunities for employees.
•	 The Group holds an annual employee survey to 
assess engagement and identify improvement 
actions.
•	 The Group delivers annual Code of Conduct 
training.
•	 We will continue to focus on people 
management and leadership development. 
•	 Review of organisation structure and associated 
incentive plans to ensure they support the 
Group’s long-term strategy. 
Link to strategic pillar
 
10
Climate-related
The Group is exposed to climate-
related risks that could have a negative 
impact on the business.
Severe weather affecting our own 
locations or the supply chain.
Not meeting net zero targets and 
sustainability-related customer 
expectations, resulting in reputational 
damage and reduced revenue.
Significant harm caused to the 
environment.
•	 Ensure we maintain a flexible manufacturing 
footprint to allow us to respond to any single-site 
disruption. 
•	 We have dual sourced supplies for material 
purchases and conduct regular reviews of safety 
inventories to ensure we have sufficient stocks.
•	 Net zero transition plan with relevant policies 
and KPIs to ensure environmental targets are 
deliverable.
•	 Procedures in plants to avoid damage to the 
surrounding environment.
•	 We will continue to review and respond to areas 
of single point exposure for manufacturing 
capability and material sourcing.
•	 We will ensure the entire organisation is 
engaged to meet our net zero targets.
Link to strategic pillar
 
 
 
Trend key:
No change to risk
Increase to risk
Decrease to risk
Strategic key:
Market leading product portfolio 
Drive penetration to growth share 
of wallet
Focus on people and talent development 
Target accounts where we can add value
Continually enhance our global 
supply chain
Lead our industry on environmental 
responsibility
50
XP Power Annual Report & Accounts for the year ended 31 December 2024
51
XP Power Annual Report & Accounts for the year ended 31 December 2024
MANAGING OUR RISKS
CONTINUED

In accordance with provision 4.31 of the 2018 revision of the UK 
Corporate Governance Code, the Directors are required to assess 
the prospects of the Group over a period longer than the 12 months 
required by the ‘Going Concern’ provision.
In making this assessment, the Directors considered 
the Group’s current financial position, its recent and 
historic financial performance and forecasts, strategy and 
business model (pages 12–19), and the principal risks and 
uncertainties (pages 42–51). 
The Directors have determined the three-year period to 
December 2027 to be an appropriate period to assess the 
Group’s viability, as this timeframe is within the Group’s 
strategic financial planning period used to evaluate 
performance and liquidity, and aligns with the design-in cycle 
that the Group has visibility of. In making the assessment, 
the Directors considered a three-year period using financial 
models prepared by management which illustrated future 
performance for a range of scenarios. 
The Group has a business model where its products are 
designed into numerous applications, with numerous 
customers, in numerous geographies. The Group’s products 
are all designed into capital equipment, which is generally 
in production for several consecutive years, resulting in a 
revenue annuity. This diversity and revenue annuity are both 
deemed important factors in mitigating many of the risks that 
could affect the long-term viability of the Group. 
In performing their review, the Board assessed the 
conservative scenarios against the controls in place to 
prevent or mitigate principal risks of the Group.
It also considered them against the Group’s current banking 
facilities, a revolving credit facility of US$190m, maturing in 
December 2026.
In forming the viability statement, the Directors carried 
out an assessment of the principal risks and uncertainties 
facing the Group that could impact the business. The most 
significant financial risks arise from a downturn in revenue, 
either due to general market weakness or the loss of a major 
customer, or operational disruption, due to temporary loss of 
a facility or significant supply chain disruption.  
The financial model was stress-tested with various downside 
scenarios. The potential impact of the principal risks was 
then considered in the context of each of these downside 
scenarios. Certain subjective assumptions and judgments 
were made to achieve this. Each risk scenario occurring 
in isolation did not breach the Group’s borrowing facility 
headroom or either of its financial covenants. The most 
severe threats occurring in isolation were found to be a 
prolonged closure of a manufacturing facility, or a significant 
delay in the expected market recovery, particularly in relation 
to the end of current destocking in our Industrial Technology 
and Healthcare markets.
Not surprisingly, in the event that multiple risks were to 
crystallise at the same time, then breaches of our banking 
covenants would occur, but applying a “probability and 
impact” approach then no breaches are identified.  In the 
event that results started to trend significantly below 
those in the forecast, additional mitigation actions have 
been identified that would be implemented which are not 
factored into the current scenario analyses. These include 
reduction of non-critical capital expenditure and reduction 
of discretionary spend. Within the Viability Statement 
timeframe, the current bank facility would need to be 
renewed, but there is nothing currently to indicate that this 
would not be achieved.  
Based on this assessment, the Directors confirm that they 
have a reasonable expectation that the Group will continue 
in operation and meet its liabilities as they fall due for at least 
a period of three years to 31 December 2027.
OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
52
XP Power Annual Report & Accounts for the year ended 31 December 2024
53
XP Power Annual Report & Accounts for the year ended 31 December 2024
VIABILITY STATEMENT

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Customers and strategic 
partners
Why we engage
Meeting customer needs is our priority in 
new product development.
We enable our customers to deliver power 
products and solutions that improve their 
business sustainability while creating 
shared economic benefits essential to the 
long-term success of the Company. 
How we engage
We listen to customers’ technology 
roadmaps to partner effectively.
Strong customer relationships are formed 
through regular sales team interaction with 
focus customers to gather feedback on our 
performance and their challenges.
We use anonymous customer satisfaction 
surveys to further understand our 
performance. 
Key topics discussed
•	
Customer experience
•	
Product innovation and development
•	
Sustainability
•	
Improving lead times
How we responded
•	
Opened our Silicon Valley Customer 
Innovation Centre
•	
Customer satisfaction survey results 
reviewed and discussed at Board 
meetings
•	
Transfer of production capability of 
HVHP and RF products from East 
Coast US to manufacturing sites in 
Asia adding additional resilience to our 
supply chain
•	
Strong pipeline of new products 
scheduled for launch in 2025
 
READ MORE ABOUT THIS ON PAGE 23
Section 172(1) Engaging 
with our stakeholders is 
fundamental, so we focus 
on what matters
Section 172 requires a company’s 
directors to act in a way they consider, in 
good faith, would most likely promote the 
success of the Company for the benefit of 
its members as a whole and, in doing so, 
consider:
a.	 the likely consequences of any 
decision in the long term;
b.	 the interests of the company’s 
employees;
c.	
the need to foster the company’s 
business relationships with suppliers, 
customers and others;
d.	 the impact of the company’s 
operations on the community and 
the environment;
e.	 the desirability of the company 
maintaining a reputation for high 
standards of business conduct; and
f.	
the need to act fairly between 
members of the company.
When making key decisions, careful 
consideration is given to likely impacted 
stakeholders. The Board and management 
ensure the actions taken align with our 
strategic aims, to best position XP for 
long-term success. 
The Board drives the Company culture to 
ensure high business standards through 
the Code of Conduct framework, which 
all employees and key suppliers sign up to. 
Our Code of Conduct covers stakeholder 
expectations on business ethics, 
responsible environmental behaviour, 
health and safety, and treatment of 
people.
Our people
Why we engage
Our workforce is key to our long-term 
success and growth. Their health, safety 
and wellbeing are essential. 
Diverse perspectives and inclusive teams 
are important to achieving our goals. We 
strive for a culture in which all colleagues 
are engaged and committed to our vision.
How we engage
Clear and open communication is crucial. 
Regular town halls with senior management 
are held, information is cascaded and 
discussed across teams, including via 
regional employee updates. We assess 
our effectiveness using all-employee 
engagement surveys. The designated 
Non-Executive Director hosted four virtual 
employee engagement sessions across 
Europe, the US and Asia hearing viewpoints 
of employees across different roles.
The Audit Committee receives updates on 
any whistleblowing matters.
Key topics discussed
•	
Global Health and safety programme
•	
Culture and employee engagement, 
strengthening connection between our 
people and the business
•	
Annual Group-wide engagement 
survey results
•	
Diversity and inclusion, including 
International Women’s Day 
celebrations
•	
Business performance
How we responded
•	
Launched ‘Safety Begins with Me’ 
campaign
•	
Enhanced regular interaction with the 
Executive Team, ‘Coffee with’ sessions 
and virtual group conversations, and 
site engagement programmes
•	
Cascaded engagement survey results 
and introduced training sessions 
to interpret results and facilitate 
improvement sessions
•	
Programme speakers for International 
Women’s Day, featuring a talk on the 
added value of diversity and inclusion
 
READ MORE ABOUT THIS ON PAGES 85–91
Communities and our 
environment
Why we engage
We engage with the communities where 
we operate to develop trust and gain an 
understanding of important local issues. 
We have a long-standing commitment to 
act to minimise our environmental impact 
as we work towards our interim and long-
term SBTi-registered targets.
How we engage
Key focus areas include how we can 
support local causes and issues, develop 
local talent and protect the environment. 
Local and national environmental impact is 
considered when making decisions. 
We encourage employees to get involved 
with local environmental and community 
activities and the Board receives updates.
Key topics discussed
•	
Progress against ESG strategy
•	
Engaging employees in identifying 
local charities and causes that will be 
most impacted by their support
How we responded
•	
Launched internal Sustainability site to 
update employees on our sustainability 
objectives and achievements 
•	
Employees are offered one 
volunteering day to participate in an 
environmental or community project
•	
Fostering a culture that encourages 
our people to get involved in charity 
fundraising activities
 
READ MORE ABOUT THIS ON PAGES 66–69 
AND 91
Suppliers
Why we engage
We uphold the highest supplier standards 
to minimise operational risks and cultivate 
long-term partnerships of mutual trust and 
success.
We recognise our suppliers as vital 
partners in our supply chain, we work 
together to enhance the strength and 
sustainability of our entire network.
How we engage
We collaborate with key suppliers to track 
performance and proactively understand 
and resolve concerns.
We work with suppliers to foster stronger 
partnerships and reduce lead times for key 
components.
Key topics discussed
•	
Maintaining high standards across our 
supplier base
•	
Sustainability-related matters
•	
Supply chain performance and lead 
time reduction
How we responded
•	
Reviewed our Modern Slavery 
Statement
•	
Engaged with suppliers to begin 
monitoring the supply chain 
sustainability to understand their 
progress and challenges in improving 
sustainability
•	
Monitored supply chain performance 
and sought alternative component to 
alleviate shortages and reduced times
 
READ MORE ABOUT THIS ON PAGE 24
Shareholders
Why we engage
Effective Shareholder engagement is 
crucial to achieving our goals.
We commit to open and transparent 
engagement with our investors, providing 
them with clear and accurate information 
about our business and its performance.
How we engage
Our CEO, CFO and IR team regularly meet 
with current and prospective investors to 
ensure they understand our investment 
proposition, ESG progress and current 
performance.
Our Chair and Remuneration Committee 
Chair engage with shareholders on 
performance, governance and Executive 
remuneration to ensure we consider their 
views. Feedback is sought in response to 
votes against general meeting resolutions.
Key topics discussed
•	
Management of the current slowdown 
in market conditions, including short-
term mitigating actions
•	
Unsolicited approach to acquire the 
issued share capital of the Company
•	
The Group’s long-term growth 
potential as market conditions 
improve, including structural drivers of 
long-term growth and growth strategy
How we responded
•	
	Delivered mitigating actions such as 
overhead reduction
•	
Rejection of unsolicited approach to 
acquire the Company's share capital
•	
Amendment and extension of the 
Group’s Revolving Credit Facility to 
provide funding liquidity
•	
Continued execution of the Group’s 
long-term growth strategy, including 
new product development
 
READ MORE ABOUT THIS ON 92–93 AND 
111–122
54
XP Power Annual Report & Accounts for the year ended 31 December 2024
55
XP Power Annual Report & Accounts for the year ended 31 December 2024
SECTION 172(1) STATEMENT;
HOW WE ENGAGE WITH OUR STAKEHOLDERS

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
1. Sustainable 
Products
Produce quality products 
that are safe, and solve 
our customers’ power 
problems.
Our power converters are 
the safety critical element 
of the end application, 
providing the isolation 
barrier between the end 
user and the relatively 
high-voltage mains 
electricity.
Link to
Material issues
01  03
UN SDGs 
 
2. Environmental 
Leadership
Minimise the impact we, 
and our products, have 
on the environment 
and adopt responsible 
sourcing practices 
considering social and 
environmental impacts.
Our sustainable business 
goal is to be the leader 
of our industry regarding 
environmental matters, 
and to minimise the 
impact we, and our 
products, have on the 
environment.
Link to
Material issues
09  10  11
UN SDGs 
3. People and 
Workplace
Make XP Power a 
workplace in which 
our people can be at 
their best, ensuring an 
environment that is safe, 
diverse, inclusive and 
attracts and retains the 
best talent.
Our sustainable business 
goal is to improve the 
physical and mental 
health of our employees, 
provide them with a 
safe place to work and 
create an environment in 
which our people can be 
their best.
Link to
Material issues
04  05  06  08
UN SDGs 
 
 
 
4. Ethics and 
Compliance
Uphold the highest 
standards of business 
ethics and integrity.
Our sustainable business 
goal is to have zero 
breaches of our Code of 
Conduct and uphold the 
highest standard of ethics 
and integrity.
Link to
Material issues
02  07
UN SDGs 
Sustainability is core to our strategy. It is important to XP Power and all stakeholders. 
Sustainability is not just about doing the right thing; it is intrinsically linked to our ability to 
drive growth. We strive to minimise impact and create value across our value chain.
Our sustainability strategy addresses issues material to 
our business determined through our materiality analysis 
results from 2021. The issues identified shape our priorities, 
approach and reporting. We group our material issues into 
four areas – Sustainable Products, Environmental Leadership, 
People and Workplace, and Ethics and Compliance, which 
are aligned to relevant UN Sustainable Development Goals 
(SDGs). Through our continued engagement with internal 
and external stakeholders, XP Power still considers the 
material topics to be pertinent to our business strategy and 
stakeholders. See our Section 172 statement for how we 
engage with our stakeholders pages 54–55.  We endeavour 
to update our materiality assessment in line with evolving 
requirements.
•	 The results for our materiality assessment can be found 
on page 54 of our 2021 Annual Report corporate.
xppower.com/investors/reports-and-presentations. 
A summary of our material topics and their relevance to our 
sustainability strategy can be found below.
01
Product responsibility (safety and quality)
02
Responsible supply chain
03
Product solutions and innovation
04
Attracting retaining and rewarding talent
05
Employee welfare
06
Health and Safety (inc. Occupational)
07
Ethical conduct and compliance
08
Diversity and equal opportunity
09
Energy efficiency
10
Waste management
11
Emissions
Material issues key:
What we’ve done this year
•	
Our Science Based Targets were approved by the Science 
Based Targets initiative in February 2024. The validation of 
our targets re-affirms the Group's long-term goal of net zero 
across our value chain by 2040, ahead of global ambition.
•	
From the beginning of 2024, all electrical energy in our EU 
operations was provided from 100% renewable sources. 
We also purchased Energy Attribution Certificates (EACs) 
for our operations in USA, Singapore, Vietnam and China. 
Renewable energy procurement and EACs result in the 
Group achieving zero Scope 2 market-based electricity 
emissions. 
•	
We continued our Supply Chain engagement with key 
suppliers. This is currently a manual process requiring 
suppliers to complete a sustainability questionnaire. This 
will allow for much deeper dialogue and collaboration with 
our suppliers regarding sustainability and specifically, carbon 
reduction programs. Engagement is needed to help reduce 
our upstream Scope 3 emissions and better manage our 
sustainability risks and opportunities in the supply chain. 
We hope to extend our sustainable supply chain capability 
in 2025 with the introduction of new software platform that 
will assist our supply chain risk assessment and improve 
supplier engagement.
•	
Our New Product Development (NPD) teams are focused on 
designing the most economically efficient power converters. 
Efficiency gains will reduce operational costs for our 
customers and also reduce the amount of energy wasted 
during operation (due to heat loss), this directly impacts 
Scope 3 downstream emissions.
•	
We received EcoVadis Bronze Medal status for our 2024 
disclosure, an improvement on the prior year, placing us 
in the top 35% of businesses assessed. Our overall score 
improved from 48/100 to 60/100 and we aim to improve 
further this year. 
•	
We launched our new Product Carbon Rating system to 
replace our XP Green Power products framework. Our new 
rating system gives customers optionality to choose the 
components that best suit their requirements. It also allows 
customers to get a better understanding of the emissions 
associated with the use of our products. 
2025 plan
•	
Develop and implement an action plan that will help us 
deliver improvements against key rating agencies such as 
CDP and Ecovadis.
•	
Continue to assess our sales and NPD against our Carbon 
Rating Framework and evolve as required.
•	
Progress with the rollout of our supply chain engagement 
programme and select a provider to facilitate our supply 
chain risk assessments.
•	
Continue to focus on delivery against our science based 
targets.
ESG Rating: 
AA
Overall score: 
60/100
‘Bronze Medal’
ESG risk rating:  
23.0
(Medium Risk)
Ranked 102nd 
out of 299 within the Electrical 
Equipment Industry
ESG Risk Management score: 
55.5
(Strong)
Climate Change 2024: 
B 
(2023: B)
Water 20241: 
C
Performance 
score:
47.99 
Rating
C 
Non-Prime with a 
decile ranking of 3/10 
(2023: C-, Non-
Prime with a decile 
ranking of 4)
CDP Climate Change score
MSCI
EcoVadis Sustainability Rating
ISS Corporate Score
Sustainalytics
Our Key Performance Indicators
Rating Agency Scores  
We use the following rating agencies as external parties to assess our sustainability performance and delivery against our strategy. 
1	 XP Power was requested to respond to CDP water by external stakeholders. However, unlike some of our industry peers, we note water is not a material issue 
for XP Power as outlined in the “water section”
Internally, our Sustainability Council is tasked with the successful delivery of the XP Power sustainability action plan and, within this, the 
net zero action plan. The Council is a cross-functional team chaired by the CEO, supported by sustainability representatives within each 
business unit, who play an active part in reporting and leading site specific ESG initiatives. Full details of our sustainability governance 
model and its responsibilities are outlined in the Taskforce on Climate-related Financial Disclosures (TCFD) report on pages 70–84.
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OUR SUSTAINABILITY STRATEGY
OUR STRATEGY IN ACTION

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
In the following chapters, we report on 
our performance in 2024 in line with our 
strategic pillars on sustainability. 
OUR SUSTAINABILITY REPORT 
SUSTAINABLE PRODUCTS
60
ENVIRONMENTAL LEADERSHIP
66
TCFD REPORT
70
PEOPLE AND WORKPLACE
85
KEY NON-FINANCIAL PERFORMANCE INDICATORS
94
OUR 
SUSTAINABILITY 
REPORT 
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OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
How this strategic pillar links to the UN SDGs
This strategic pillar aligns with UN SDG 9 “Industry, 
innovation and infrastructure” in promoting sustainable 
industrialisation, and UN SDG 12 “Responsible consumption 
and production” in the efficient use of natural resources. 
    
  
Our R&D investment is vital to the Group’s strategy and 
ability to deliver on our ambition to be an industry leader 
on sustainability. As the first to introduce greener, safer 
converters in the market, we believe that we have the 
broadest product portfolio in our industry. For our business 
to be sustainable, we must continue to be deliberate in 
developing low-carbon products and solutions that solve 
our customers’ power problems, while balancing cost and 
efficiency. 
The carbon footprint of power conversion products or 
systems is mainly related to conversion efficiency over 
the service life. By increasing energy efficiency, we reduce 
the environmental impact of the power system and the 
equipment into which it is installed, while supporting 
compliance with any end product specific energy efficiency 
criteria. By developing smaller power conversion products, 
which consume less physical material, and produce less 
waste power, we can minimise our own carbon footprint and 
help our customers limit their environmental impact.
CASE STUDY
XP Product Carbon Rating System – A new 
framework to measure our products delivering 
leading efficiencies
To be an industry leader, we must be at the forefront of sustainable product 
design and communicate this to our stakeholders. Our XP Green Power 
Product Framework was designed to make our components comparable 
against Energy Star ratings, particularly for our low voltage AC/DC 
components which do not have regulated efficiency requirements. 
The Green Power Products Framework has served us well for measuring 
the environmental benefit of developing efficient products. As the industry 
has evolved and brought more efficient products to market, we recognise 
that the Green Power Product Framework no longer represents industry-
leading efficiency thresholds.
Our new Product Carbon Rating system is more applicable to today’s 
market and allows us to remain at the forefront of the industry. The 
updated rating system provides a more detailed hierarchy related to 
efficiency levels in our products, providing a more precise stratification of 
our product suite by efficiency. For continuity, we will report on our XP 
Green Power products on the same basis as last year. This will be the last 
year we report on this framework.
Our Product Carbon Rating system creates an easy and transparent process 
for customers to identify external and component power supplies that have 
the highest energy efficiency and lowest waste power, when selecting a 
power system for their application. The system divides products classified 
as “Green Power Products” into five groups reflecting various efficiency 
levels – Titanium, Platinum, Gold, Silver, Bronze. 
This table outlines how our Green Power Products 
framework has been translated into the Product Carbon 
Rating system and the efficiency thresholds applied. The 
Green Power Products Framework covered low voltage AC/
DC external power and component power products. The 
boundary of products analysed under the Product Carbon 
Rating system has not changed. The focus is on low voltage 
AC/DC products due to their high sales volumes. Our High 
voltage and RF products are excluded from the analysis. They 
have lower sales volumes and efficiency is not a primary 
driver. These products tend to power customers’ core 
processes, so performance, stability and accuracy are the 
critical product features. In addition, our DC-DC products are 
not rated due to high efficiency rates and limited ability for 
customers to select based on efficiency. All Products deemed 
to be Green Power Products have been assigned a Carbon 
Rating Category based on their efficiency. Low voltage 
external and component power products that did not meet 
the efficiency thresholds of Green Power Products have not 
been rated.
In 2024 – 41% of Group revenue (55% of sales volume) were 
included in the analysis boundary of our Product Carbon 
Rating Framework. 
Green Power Products
Product carbon rating 
category
Low voltage external power
Low voltage component 
power
XP Green Power Products 
(Level IV and V Energy Star 
efficiency)
Low Carbon Power 
Titanium
Efficiency: >=94%, Standby 
Power: <0.3W
Efficiency: >=94%, Standby 
Power: <0.3W
Low Carbon Power 
Platinum
Efficiency: >90%, Standby 
Power: <0.3W
Efficiency: >90%, Standby 
Power: <0.3W
Low Carbon Power Gold
Energy Star Level VI 
Efficiency
Energy Star Level VI 
Efficiency, Standby Power: 
<0.3W
Low Carbon Power Silver
Energy Star Level  V 
Efficiency
Energy Star Level V 
Efficiency, Standby Power: 
<0.3W
Low Carbon Power Bronze
N/A
Energy Star Level IV 
Efficiency
Low voltage AC/DC external 
power and component power 
products not deemed to be 
Green Power products
Not Rated
High voltage, RF and DC/DC 
components
Not included in analysis
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SUSTAINABILITY REPORT
1. SUSTAINABLE PRODUCTS 

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Initial results from the Product Carbon Rating Framework
In FY24, 5% of sales by volume were from Titanium and Platinum products 
(representing products with efficiency over 90%), 11% were Gold products (with 
efficiency equivalent to Energy Star level 6). Silver was the dominant category 
with 17% of sales by volume coming from the sale of products with an efficiency 
equivalent to Energy Star level 5. 45% of sales volumes came from the sale of Green 
Power Products under the legacy framework.
Rateable Products
  Green Power
  Non Green Power
Not Rateable Products
  DC/DC*
  HV/RF
  Low Carbon Power Titanium
  Low Carbon Power Platinum
  Low Carbon Power Gold
  Low Carbon Power Silver
  Low Carbon Power  Bronze
1%
4%
12%
17%
11%
3%
42%
10%
45%
% of sales by 
volume that are 
Green Power 
Products
% of FY24  
sales quantities
The intention of our Product Carbon Rating framework is to 
enable our customers to select the most suitable product that 
meets their needs in terms of performance, cost and efficiency. 
The framework also informs our New Product Development 
process, which is already aligned to the market trend of external 
and component power supplies becoming smaller and more 
power dense. At this stage, we are not setting any targets for 
product sales from more efficient product categories as we need 
to balance our customers’ commercial considerations alongside 
efficiency.   
In 2024, we introduced six new Carbon Rated Product families. 
Two introduced products were platinum rated with a >90% 
efficiency. Four introduced products were gold rated, equivalent 
to Energy Star Level 6 rating.
Number of products 
introduced
XP Carbon 
Rated Products
Platinum
2
Gold
4
The estimated lifetime savings carbon rated products shipped 
during 2024 is 93,000 tonnes of CO2. In estimating these 
savings, we assume: 
•	 XP Carbon Rated Product efficiency of 90% versus average 
power converter efficiency of 80%. 
•	 The power converter will run for eight hours a day, five 
days a week, 50 weeks a year, for seven years, in the 
customers’ equipment. 
•	  The customer will run the power converter at 75% of its 
rated power. 
•	 1kWh of electricity produces 0.418kg of CO2.  
Rateable Products
  Green Power
  Non Green Power
Not Rateable Products
  DC/DC*
  HV/RF
  Low Carbon Power Titanium
  Low Carbon Power Platinum
  Low Carbon Power Gold
  Low Carbon Power Silver
  Low Carbon Power  Bronze
2%
3%
6%
9%
5%
25%
52%
16%
7%
% of  
revenue from  
Green Power 
Products
% of FY24  
Revenue
Our Green Power and Carbon Rated Product Frameworks are applied to our low voltage  
AC/DC  products which have high sales volumes and low value
45% of sales by 
volume were 
Carbon Rated
25% of Group 
revenue came 
from Carbon 
Rated Products
*   DC/DC products make up a significant portion of our sales volumes. We consider these 
to be highly efficient products. However, they are not rated because there is limited 
scope for customers to make choices based on efficiency.
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SUSTAINABILITY REPORT
1. SUSTAINABLE PRODUCTS CONTINUED
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OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Boosting innovation
We consider and respond to environmental issues through our 
product development process, and our high-efficiency products 
help the economy move towards a low-carbon future. Our 
New Product Development process has a sustainability policy 
that requires the development team to ensure that, where 
economically feasible, both product efficiency is maximised and 
component count reduced. Design for sustainability is a metric in 
our sustainability scorecard tracked by the Sustainability Council. 
Innovation in this area is commercially sensitive; therefore, we 
will not disclose targets externally. 
We are seeing some signs of our customers pushing for higher 
in-use efficiencies as this impacts their end-to-end carbon 
footprint. A great example of this can be seen in the release of 
our new programmable HPF3K0 power supply developed by 
our Irvine design facility in the USA. This product boasts market 
leading efficiency of 92% and this in turn helps reduce our 
customers carbon footprint.
We use design and manufacture partners for some of our 
smaller, higher volume products. Similar to our own internal 
design requirements, they are under increasing pressure to 
ensure that all new products achieve market leading product 
efficiencies.
Our effective product development rate is slow; in relation to 
useful product life, replacement rates are low, and customer 
approval timelines for critical power supply units are elongated. 
Together, this leads to a slow diffusion rate of new products 
into the market, so significant value chain emissions reductions 
will only present in the medium to long term. Sustainability 
innovation also requires a balanced approach, as our actions can 
impact the cost and size of products, which remain key customer 
considerations.
Our product design process considers:
•	 Energy efficiency – We consistently lead the industry in 
developing high-efficiency XP Carbon Rated Products 
(formerly XP Green Power products) in the Industrial and 
Healthcare sectors, which consume and use less electricity 
in both powering the application or on standby. This results 
in significantly reduced CO2 emissions over the lifetime of 
the customers’ equipment (c.7–10 years). 
•	 Novel materials – Wherever possible, we introduce 
novel materials into our higher-end products, such 
as ultra-efficient silicon carbide devices. We use new 
semiconductor components to control our power supplies, 
allowing soft switching to reach very high-efficiency rates 
and low-standby power ratings. Future developments in 
power transistor technology are expected to allow the size 
of power converters to be significantly reduced, increasing 
their efficiency in some applications. In products such 
as Power FET, IGBT and ceramic capacitor products, we 
use over 4,000 key materials and components to produce 
durable, quality products. We will investigate opportunities 
to reduce this component count. 
•	 Product lifecycle management – Our design processes 
consider the complete product lifecycles of our power 
conversion products from the outset, extending useful 
product life wherever possible. Extending the useful 
life of our products, reduces environmental impact via 
reduced replacement rates and waste to landfill. Product 
characteristics that improve energy efficiency also increase 
reliability and useful lifetimes as highly efficient products 
run cooler, which increases the heat sensitive components, 
such as electrolytic capacitors, lifetime. Efficient products 
do not require an electromechanical fan, traditionally an 
unreliable component, to exhaust waste heat. 
•	 Hazardous substances – We avoid the use of hazardous 
substances in our products, facilitating the recycling at 
the end of their lifetime and reducing their environmental 
impact. 
•	 Low-carbon manufacturing – Alongside designing highly 
efficient products, we also consider the manufacturing 
process. Post manufacturing, products traditionally undergo 
stress testing (burn-in) to eliminate early failures. When 
products are burned-in, we recycle the power into the 
manufacturing facility to significantly reduce our carbon 
footprint. Burn-in cycles are monitored and reduced based 
on defect data, further reducing CO2 emissions. 
•	 Product safety – A power converter is critical to the safety 
of any electrical system or application as it provides the 
isolation barrier between the end-user and the potentially 
lethal high voltage mains electricity. For example, a mains-
powered drug delivery system connects directly to a 
patient, so it relies on the safety isolation within our power 
supply to keep the patient safe. All our products come 
under the remit of our ISO 9001 registration.
•	 Packaging – Plastics used within our product packaging are 
an area for improvement. While most products are shipped 
using cardboard containers, there are still many items that 
use plastic or foam packaging. This project is at an early 
stage with no progress to report at this time.
Product recall procedure
XP Power’s established product recall procedure provides a 
system and assigns responsibilities for product recall, enabling 
us to monitor product safety and performance. If a customer 
complaint, field non-conformance or manufacturing defect is 
discovered regarding the safety or quality performance of an XP 
Power product, it is investigated. 
The investigation and failure analysis of a suspect product 
is reviewed by XP Power Quality and Engineering. If it is 
determined that the return is a potential safety risk or an 
abnormal field reliability issue, then XP Power Quality initiates 
and coordinates a Recall Committee team meeting. Quality 
also notifies the CEO immediately if there is a potential safety 
issue. If it is agreed that a recall is the appropriate action, then 
a Recovery Plan must be developed by the Recall Committee. 
Customer complaints are monitored and recorded regularly with 
all corrective and preventive actions implemented effectively.
Product Responsibility Policy 
Our Product Responsibility Policy outlines our commitment to 
the responsible design, manufacturing and disposal of products 
and their positive impact on individuals, society and the 
environment. The policy can be found here: corporate.xppower.
com/sustainability/policies-and-procedures.
Responsible sourcing and supply 
chain 
We require all suppliers to adhere to our Code of Conduct and 
Supply Chain Policy, which cover diversity, modern slavery 
and human trafficking, health and safety, business integrity 
and ethics, environment, and sustainability. It is vital that our 
suppliers apply the same principles of value, transparency 
and respect as we do. In our supplier contracts we require 
compliance with the Responsible Business Alliance (RBA) Code 
of Conduct. We also require next-tier suppliers to acknowledge 
and implement the RBA Code. Our supplier qualification and 
ongoing audit programme reviews supplier compliance with our 
Code of Conduct and Supply Chain Policy. We disengage with 
suppliers who do not meet these standards. As part of our net 
zero plan, we will expand our supplier and component distributor 
engagement when managing our upstream emissions. 
XP Power’s Code of Conduct and Supply Chain Policy are 
available at corporate.xppower.com/sustainability/policies-and-
procedures.
Last year we created a new supplier survey covering a range 
of Environmental, Social and Governance (ESG) topics, such as 
carbon emissions, health and safety, and business ethics. The 
survey was sent to our tier 1 suppliers (third-party manufactures 
and component suppliers) on a trial basis. We are still in the 
process of data gathering and developing a baseline. During 
FY24, we repeated the survey with the same suppliers as 
in FY23. As we are at the development stage, no strategic 
measures have been established, but we aim to develop this to 
improve supply chain performance.
As part of our commitment to a responsible supply chain, we 
are also investigating the use of third-party systems to gather 
supply chain data. This will allow us to better understand the 
risks and opportunities in our supply chain and improve supplier 
engagement, especially beyond tier 1.
Conflict minerals 
We support initiatives and regulations to avoid the use of any 
“conflict minerals”, which originate from mining operations in 
the Democratic Republic of the Congo (DRC) and adjoining 
countries. These involve tantalum, tin, tungsten, and gold. 
We purchase our electronic components only from reputable 
sources, and materials such as solder are purchased from 
vendors on the Conformant Smelter & Refiner Lists. We obtain 
information from our suppliers concerning the origin of the 
metals used in the manufacture of our products. This way, we 
can assure our stakeholders that we are not knowingly using 
conflict minerals. Our supply chain organisation is responsible 
for the qualification and ongoing monitoring of our suppliers. 
We can confirm that 100% of our products’ minerals come from 
verified conflict-free suppliers. XP Power’s policy on conflict 
minerals is set out at xppower.com/company/policies. 
Substances of concern
Our use and management of substances of concern in our 
operations are conducted within the bounds of international 
regulation and our Environmental Management System. We are 
governed by ROHS, REACH and Conflict minerals directives and 
our sites are ISO 14001 approved. This means we have third 
party audited systems in place to ensure we have appropriate 
controls in our operations for the management of substances of 
concern.
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SUSTAINABILITY REPORT
1. SUSTAINABLE PRODUCTS CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
How this strategic pillar links to the UN SDGs
Taking urgent action to combat climate change aligns with 
UN SDG 13 “Climate action”. 
    
 
Key areas and commitments
Managing environmental performance
Energy and Greenhouse gas emissions
Water
Waste Management
Biodiversity
XP Power recognises the significance of climate change, 
and aims to reduce its climate impact across all operations 
by managing and reducing carbon emissions. In February 
2024, both our near and long-term emissions targets were 
approved by the SBTi. Our targets reaffirm our long-term 
goal of net zero across our value chain by 2040, while 
introducing interim targets for 2030. More detail on our 
targets and plans for achieving them are included in our 
Net Zero Transition Plan corporate.xppower.com/storage/
reports/XPPower-NetZero2023.pdf.
Our transparency commitments include regular public 
disclosures of our carbon emissions, collaboration with 
CDP Climate Change, and reporting against TCFD 
recommendations (page 70), which includes details of our 
oversight, risk assessment and climate-related strategy. 
Managing environmental 
performance 
Our Governance structure is outlined in our TCFD report. 
Site representatives are responsible for the monitoring and 
monthly reporting of relevant ESG data, including energy 
use, Scopes 1 and 2 emissions, water, and waste. Each site 
has a 2030 action plan to address Scope 1 and 2 emissions. 
In some cases, further monitoring of the processes and 
equipment is required to identify the main drivers at each 
location.
The Group has a comprehensive Environmental policy 
that outlines our commitment to continuously improving 
our Environmental performance. We communicate our 
environmental policy and objectives to our suppliers and 
employees, encouraging their participation in environmental 
best practices.  Our environmental policy is available at 
corporate.xppower.com/sustainability/environment.
As part of our environmental commitment, and to 
monitor environmental performance, our main production 
centres have an internationally accredited Environmental 
Management System (ISO 14001), which account for around 
73% of the Group’s employees. Among other issues, our ISO 
14001 certified management system includes our handling 
of waste and hazardous materials. Compliance is ensured 
through our internal audit process together with external 
assessments by our registrar, British Standards Institution 
(BSI). The Group has had no environmental fines in the last 
12 months (2023: nil).
Energy and greenhouse gas emissions 
This section has been prepared for the reporting period 
1 January 2024 to 31 December 2024. The Group has 
defined its organisational boundary using an operational 
control approach with no material omissions from within 
the organisational boundary of the Group. We report on all 
material GHG emissions sources and GHG emissions have 
been calculated from business activities in accordance with 
the principles and requirements of the World Resources 
Institute (WRI) GHG Protocol: A Corporate Accounting and 
Reporting Standard (revised version) and Environmental 
Reporting Guidelines: Including Streamlined Energy 
and Carbon Reporting requirements (March 2019). The 
information in this section and tables in our key non-
financial performance indicators on pages 94–99 address 
our requirements under Part 7 of the Companies Act 
2006 (Strategic Report and Directors’ Report) Regulations 
2013 and under the UK’s Streamlined Energy and Carbon 
Reporting (SECR). In line with the Greenhouse Gas Protocol, 
we continue to review our reporting in light of any changes 
in business structure, calculation methodology and the 
accuracy or availability of data. Our target base year Scope 1, 
2 and 3 GHG emissions for 2022 were verified in accordance 
with requirements of “Limited Assurance” procedures by 
Intertek Assuris for the fiscal year 2022. The verification was 
performed in accordance with the International Standard 
on Assurance Engagements (ISAE) 3410. We will assess the 
benefits of assurance of our FY 2024 emissions and may 
undertake assurance later this year.
Our full emissions data and tables can be found in our non-
financial performance indicators section on pages 94–96.
Update on net zero
Our net zero targets were approved by the Science Based Target initiative (SBTi) in February 2024. This year, we continue to 
report our progress against our net zero targets in line with the SBTi and Transition Plan Taskforce (TPT) criteria.
Near-term target 
(2030)
Long-term target 
(2040)
Scope 1 & 2
42% reduction
net zero
Scope 3
25% reduction
net zero
0
1,000
2,000
3,000
4,000
5,000
6,000
7000
8,000
Base year
emissions
FY23 
emissions
FY24 
emissions
2030 
target
2040 
target
Scope 1 and 2 emissions (market-based)
Total 596 tCO2e
Scope 1 
emissions: 
585 tCO2e
Scope 2  
emissions 
(market-based): 
11 tCO2e
Scope 1 and 2 emissions
Our 2024 market-based operational emissions were 596 
tCO2e. This reflects a 91%  reduction on our base year 
emissions, which were 6,821 tCO2e. We have surpassed 
our near-term targets and have nearly achieved net zero 
Scope 1 and 2 emissions, relative to our 2022 base year. 
This is largely due to our purchase of Energy Attributable 
Certificates (EACs) to reduce Scope 2 emissions, which 
contributed the largest portion of our base year emissions. 
During 2024, all electrical energy within our EU operations 
was procured from renewable sources. For our operations 
in USA, Singapore, Vietnam and China, we have purchased 
EACs. This has resulted in the Group having zero market-
based Scope 2 electricity emissions for 2024. The grid has 
residual market based emissions from purchased heat and 
steam in Germany operations. 
During 2024, absolute location-based Scope 1 and 2 
emissions decreased 17% year on year. This was primarily 
due to a reduction in electricity usage across the Group, 
particularly outside of the UK. UK electricity usage reduced 
47% and non-UK electricity usage reduced 8% largely driven 
by reductions in our Vietnam and Kunshan sites which 
dominate electricity usage. There was an overall increase 
in Scope 1 emissions by 8%. This was driven by increased 
gas usage in our US sites. UK Scope 1 emissions reduced 
significantly due to the closure of one of our sites.    
Our emissions and energy intensity are reported as tonnes 
CO2e/£m revenue and kWh/£m revenue (see non-financial 
performance indicators on page 94-95). Our overall location-
based Scope 1 and 2 emissions intensity increased by 7% 
this year, while our energy intensity increased by 21%. The 
general energy efficiency measures used to achieve energy 
reductions are discussed in detail below. 
Location-based Scope 1 and 2 emissions 5,771 tCO2e
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SUSTAINABILITY REPORT
2. ENVIRONMENTAL LEADERSHIP

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Scope 3
Our FY24 Scope 3 emissions were 360,635 tCO2e. This 
reflects an 47% decrease on our base year emissions of 
674,968 tCO2e. Our reductions in Scope 3 to date put us on 
track to achieve our interim target.
During 2024, our Scope 3 footprint reduced 38% year 
on year, with the categories ‘Use of Sold Products’ and 
‘Purchased Goods and Services’ remaining the most material. 
Use of sold products (81% of Scope 3) has decreased 40% 
compared to 2023 for two reasons: 1) There was a reduction 
in sales volumes, and 2) There has been reductions in grid 
intensities in the main markets XP sells into. Purchased 
goods and services (18% of Scope 3) reduced by 30% 
compared to 2023. These lower emissions were due to 
purchasing less stock and raw materials. We have seen 
the impact of our concerted shift to sea freight. Upstream 
transport emissions have reduced emissions 44% year on 
year, primarily through our continued modal shift from air to 
sea. Sea freight increased from 71% of freighted weight in 
2023 to 82% in 2024.
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
Base year
emissions
FY23 
emissions
FY24 
emissions
2030 
target
2040 
target
Scope 3 emissions
Energy efficiency initiatives
Energy efficiency initiatives are key to reducing our operational emissions. During 2024, a range of initiatives were 
implemented that reduced our energy consumption and carbon footprint. Notable examples are listed below. 
Energy consumption reduction activities in Vietnam
Description of activity
Estimated savings kWh
Kaizen project linking the compressed air pipelines between pipelines. 
Compressed air phase 1 can be switched off during low load production or during 
night shift to save electricity.
600 kWh per day (18,250 kWh per 
month)
All unnecessary lighting, wave and reflow machines powered off during the night 
shift and on Sundays.
3,400 kWh per day (10,3417 kWh 
per month)
Mag Shopfloor air-conditioning unit powered off during mealtimes to reduce 
chiller load and electricity.
50 kWh per day (1,521 kWh per 
month)
Implemented a separate controller switch for ceiling light to turn off at the line 
that is not working on Mag shop floor.
36 kWh per day (1,095 kWh per 
month)
Implemented a separate controller switch for ceiling light to turn off after office 
time at HVHP Test Cell area.
17 kWh per day (517 kWh per 
month)
Cleaning cooling tower and condenser to increase heat transfer efficiency for 
reducing consumed electricity of chiller.
300 kWh per day (9,125 kWh per 
month)
Implemented automatic power off air-conditioning and switching chiller 1 to chiller 
2 at 4h30 to reduce electricity consumption.
93 kWh per day (2,829 kWh per 
month)
 
Energy consumption reduction activities in China
Description of activity
Estimated savings kWh
Two out of four Manual Insertion and Touch Up lines have been shut down. 
20,160 kWh/month
We are continually optimising Burn-In times to reflect production yields and field 
reliability. This will help to reduce energy usage during this essential process. 
To be determined
Renewable energy installation
In 2024, XP Power continued to implement and maintain solar projects. Solar panels were installed in Kunshan and broken 
panels were replaced in Vietnam. An extension to the existing solar capacity in Vietnam was scoped out. The planned 
extension could cover 5% of daily power consumption. 
Ensuring modern facilities
Our facilities in Silicon Valley and Orange County, were moved to new buildings, compliant to the latest building regulations. 
The new facilities have the latest energy-efficiency technology installed to help reduce energy costs and emissions. 
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SUSTAINABILITY REPORT
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OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Recommendation
Recommended disclosures
Page reference
CA 414CB
Governance
Disclose the organisation’s 
governance around climate-
related risks and opportunities.
a.	 Describe the Board’s oversight of climate-related 
risks and opportunities
Page 71
(a)
b.	 Describe management’s role in assessing and 
managing climate-related risks and opportunities
Page 71
(a)
Strategy
Disclose the actual and 
potential impacts of climate-
related risks and opportunities 
on the organisation’s 
businesses, strategy and 
financial planning, where such 
information is material.
a.	 Describe the climate-related risks and 
opportunities the organisation has identified over 
the short, medium, and long term
Pages 72–81
(d)
b.	 Describe the impact of climate-related risks and 
opportunities on the organisation’s businesses, 
strategy and financial planning
Pages 72–81
(e)
c.	 Describe the resilience of the organisation’s 
strategy, taking into consideration different 
climate-related scenarios, including a 2°C or lower 
scenario
Pages 72–81
(f)
Risk management
Disclose how the organisation 
identifies, assesses and 
manages climate-related risks.
a.	 Describe the organisation’s processes for 
identifying and assessing climate-related risks
Page 72
(b)
b.	 Describe the organisation’s processes for managing 
climate-related risks
Page 72
(b)
c.	 Describe how processes for identifying, assessing 
and managing climate-related risks are integrated 
into the organisation’s overall risk management
Page 72
(c)
Metrics and targets
Disclose the metrics and targets 
used to assess and manage 
relevant climate-related risks 
and opportunities where such 
information is material.
a.	 Disclose the metrics used by the organisation to 
assess climate-related risks and opportunities in 
line with its strategy and risk management process
Pages 82–84
(h)
b.	 Disclose Scope 1, Scope 2, and, if appropriate, 
Scope 3 greenhouse gas (GHG) emissions, and the 
related risks
Pages 82–84
(h)
c.	 Describe the targets used by the organisation to 
manage climate-related risks and opportunities and 
performance against targets
Pages 82–84
(g)
This report, in conjunction with our net zero ambition, covers 
our governance of climate change and demonstrates how we 
incorporate climate-related risks and opportunities into our 
risk management, strategic planning, and decision-making 
processes. 
Specific details of our pathway to net zero are outlined in 
our Transition Plan. We believe the following disclosure to 
be consistent with the TCFD All Sector Guidance and the 
obligations under Listing Rule 6.6.6(8). Additionally, they 
fulfil the climate-related financial disclosure requirements 
outlined in the Companies (Strategic Report) (Climate-related 
Financial Disclosure) Regulations 2022. This alignment is 
further detailed in the TCFD cross-reference and disclosure 
consistency summary provided above.
Governance
Board level
XP Power has a robust governance structure to manage 
our climate-related risks and opportunities. The Board of 
Directors has overall responsibility and oversight of climate-
related risks and opportunities, all Group policies, including 
the Environmental Policy, and all matters that impact the 
strategy, risk management, vision and values of the Group. 
Climate change is a standing item on the board agenda to 
be discussed annually, discussed twice a year at scheduled 
Board meetings and more regularly if anything more urgent 
is required, such as signing off major capital expenditure. The 
flow of information regarding climate-related issues occurs 
within both the strategic and risk functions of the Group. The 
Board monitors the Group’s sustainability strategy, progress 
against key initiatives and performance in relation to the 
net zero plan, as well as our sustainability scorecard. This 
ensures climate-related issues are considered within strategy, 
budgets, major capital expenditures and business plans. 
Polly Williams, the Senior Independent Director and Audit 
Committee Chair, supports the Board in this function. In the 
risk function, the Audit Committee ensures climate-related 
issues are integrated into the Group’s risk management 
process and are responsible for approving the Group’s TCFD 
disclosure. 
Management level
At management level, the Executive Leadership Team (ELT) 
meets monthly to monitor progress and key sustainability 
strategy actions, and reports to the Board. The Sustainability 
Council supports the ELT with the Group’s sustainability 
objectives. The Sustainability Council, which meets quarterly, 
is a cross-functional team chaired by the CEO tasked with 
the formation and successful delivery of our sustainability 
action plan (including the net zero plan). The Council 
monitors the policies, processes, objectives, targets and 
KPIs linked to our sustainability issues. By reviewing our 
sustainability scorecard, the Council determines progress 
against our plan, resolves issues, mitigates plan risks and 
creates actions for the ELT, senior management and site 
representatives. In relation to Net Zero, the sustainability 
scorecard tracks our Scope 1, 2 and 3 emissions, renewable 
electricity roll out, low-carbon product introduction, waste 
reduction and supply chain initiatives. 
Sitting below the Sustainability Council, sustainability reps 
are appointed within each business unit and play an active 
part in reporting and leading site specific ESG initiatives. 
Each representative is responsible for the regular monitoring 
and reporting of site-specific sustainability metrics and 
risks, as well as the implementation of site-level corporate 
projects.
Board Level
Management Level
Risks, Progress and Metrics
Operations/Strategy
Board 
Overall 
Climate Change 
Responsibility
Sustainability Council 
Cross-functional committee tasked with 
delivery of net zero action plan
Site representatives  
Responsible for the monitoring risks and implementing projects at the site level
Polly 
Williams
Board Sponsor 
for Climate Change
Audit 
Committee
Reviews risk register
three times a year
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OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Risk management 
Our process for identifying and assessing 
climate-related risks
External consultants, CEN Group, assisted in the 
identification and analysis of climate-related risks and 
opportunities, which were refined through Sustainability 
Council consultation. XP Power considers climate-related 
risks and opportunities in all physical and transition risk 
categories (current and emerging) whether they occur 
within our operations, upstream or downstream of the 
Group. Stakeholder engagement as well as a desktop review 
ensures we are aware of relevant or emerging risks. Risks are 
assessed within our short-, medium-, or long-term strategic 
planning horizons. Typically, transition risks occur top down 
and are considered at Group level. As part of operational risk 
assessments, the Group undertakes site level environmental 
risk assessments. Our site-level analysis of physical climate 
risks enhances the depth of insight into or global operations 
and this year we had zero physical climate-related incidents 
that impacted our operations.
The management of climate-related risks is integrated 
into the XP Power risk management framework. Risks 
are assessed in the same manner as other Group risks, 
so their relative significance is comparable. This includes 
an assessment of likelihood (on a five-point scale, low to 
high) and impact (on a five-point scale, minor to severe), 
to ensure the significance of climate-related risks is 
considered in relation to risks identified during our standard 
risk management processes. The same process is used for 
assessing climate-related opportunities. Climate-related 
risks are included in the risk register and reviewed by the 
Audit Committee to incorporate ongoing refinement and 
quantification of risks, and to ensure the register reflects 
any material changes in the operating environment and 
business strategy. Further details on each key risk and 
opportunity, such as a quantification of the financial impact, 
the appropriate strategic response, the cost of response and 
the variance of key risks regarding climate-related scenarios, 
have been developed where possible. Combining this with 
the impact and likelihood assessment aids in determining the 
treatment of each risk (e.g. mitigation, acceptance or control) 
so we can prioritise resources to manage the most material 
climate-related impacts, with other risks requiring further 
analysis or accepted as being within the Group’s business-
as-usual risk appetite. This year, we have reviewed both our 
transition and physical risks and opportunities to ensure 
there has been no change in exposure during the year.
Strategy 
Climate-related risks and opportunities
The identification of climate-related risks and opportunities 
underpins our net zero strategy and the management of 
these dovetails with our Net Zero Transition Plan; the 
mitigation of climate-related risks and the development of 
opportunities are effectively integrated into our strategic 
planning. The analysis has helped focus our strategy towards 
managing these issues.
The time horizons for our assessment of climate-related risks 
and opportunities consider: our commitment to net zero by 
2040 and our net zero transition plan targets; that the Group 
owns some of its key operating sites, the timeframes required 
for climate change impacts to manifest and alignment to 
overall strategic planning horizons. The time horizons for our 
climate-related risk assessment are as follows:
Time horizon
Rationale
2025–2028
Short term
In line with the existing 
risk management time 
horizon and specific 
business plan strategy
2028–2035
Medium term
Encompasses XP 
Power’s near-term 
emission targets
2035 
onwards
Long term
Encompasses the 
Group’s net zero by 
2040 target and the UK 
Government’s net zero 
by 2050 target
As part of our assessment of climate-related risks and 
opportunities, we have conducted climate scenario analysis 
to assess the resilience of the Group’s business model and 
strategy to climate change under different scenarios. Please 
see the risk and opportunities tables on pages 74–81 for 
the implications of this scenario analysis. We have used 
different scenarios for both physical and transition risks and 
opportunities. Scenarios have been selected that provide 
comparisons of ambitious, baseline and optimistic climate 
scenarios, which are appropriate for the nature of our 
business and our operating environment. The scenarios used 
are outlined below. 
In aggregate, our risk assessment and scenario analysis has 
shown that our overall climate risk exposure is moderate. 
The Group is financially resilient and strategically robust 
to climate change. Our current understanding is that, 
considering our existing and planned mitigation strategies 
and net zero action plan, any asset impacts are limited 
and risks can be accommodated in our business-as-usual 
activities. We do not foresee any additional fundamental 
changes to our business strategy or capital expenditure 
envelopes resulting from climate change or net zero for the 
foreseeable future. There are no effects of climate-related 
matters reflected in judgements and estimates applied in the 
financial statements.
This year, we have enhanced our quantification of risks and 
opportunities. We will continue to develop our analysis as 
new data becomes available, internally and externally, and 
we will continue to monitor our climate exposures and action 
plans through the Group’s risk management framework. The 
opportunities identified continue to be developed in line with 
Company strategy and objectives.
Transition risks and opportunities 
We have assessed the risks and opportunities, arising from 
the transition to a low carbon economy, which may have 
a material impact on the Group. Risks may carry financial, 
legal and/or reputational impacts. Our Net Zero Transition 
Plan helps mitigate transition-related risks. The following 
two International Energy Agency (IEA) scenarios have been 
used to perform scenario analysis for our transition risks and 
opportunities.
Net Zero 2050 (NZE)1: a narrow but achievable pathway for 
the global energy sector to achieve net zero CO2 emissions 
by 2050. This scenario meets the requirement for a “below 
2°C” scenario and is used as a positive climate pathway. 
NZE also informs the decarbonisation pathways used by the 
Science Based Targets initiative (SBTi).  
Stated Policies Scenario (STEPS)2: represents projections 
based on the current policy landscape and is used as a base/
low-case pathway. Global temperatures rise by around 2.5°C 
by 2100 from pre-industrial levels, with a 50% probability.
Assumptions
•	 Scenarios often only provide high level global and 
regional forecasts. 
•	 Not all risks are easily subject to scenario analysis. 
•	 Scenario analysis requires analysis of specific factors and 
modelling them with fixed assumptions. 
•	 Impacts are to be considered in the context of the current 
financial performance and prices. 
•	 Net impacts are assumed to occur with assumptions and 
reduction initiatives from our Transition Plan used to 
mitigate risk exposure. 
•	 Impacts are modelled to occur in a linear fashion, when 
in practice, dramatic climate related impacts may occur 
suddenly after tipping points are breached. 
•	 The analysis considers each risk and scenario in isolation, 
when in practice, climate related risks may occur in 
parallel as part of wider set of potential global impacts. 
•	 Carbon pricing is informed by the Global Energy Outlook 
2024 report from the International Energy Agency (“IEA”).
1	 iea.org/reports/global-energy-and-climate-model
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OVERVIEW
STRATEGIC REPORT
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OUR FINANCIALS
Risk
Risk description
Risk type
Potential impact 
on the business
Response/actions we’re taking and how they are 
managed
KPIs
Time horizon
Likelihood
Magnitude 
of impact
Scenario implications
Carbon 
price 
impacts 
in the  
value  
chain
XP Power is exposed 
to potential carbon 
prices within our 
direct operations.
Policy 
and Legal
Higher cost 
of inputs
Our Scope 1 and 2 exposure is low, and planned 
mitigation will further limit potential carbon price 
impacts on our direct operations. As part of the Group’s 
net zero plan, we aim to reach a 42% reduction in Scope 
1 and 2 emissions by 2030. The Group has reduced 
its market-based Scope 2 emissions to almost zero, 
reducing exposure to potential future carbon taxes.
Scope 1 and 2 
emissions
Medium term
Medium
Moderate
Under the NZE (to a greater extent) and STEPS 
scenarios, carbon prices are projected to increase 
operationally and in our supply chain. It is unclear 
whether, or how, carbon prices are applied to purchased 
goods and transport, as is our ability to pass on cost.
Carbon 
price 
impacts 
in the  
value  
chain
XP Power is exposed 
to potential carbon 
price impacts within 
the upstream value 
chain, which may 
result in increased 
cost of transportation 
and goods sold.
Policy 
and Legal
Higher cost 
of inputs
As part of our net zero plan, we aim to reduce Scope 3 
emissions by 25% by 2030 and achieve net zero across 
the value chain by 2040, thereby mitigating the impacts 
of carbon pricing on our value chain. We have identified 
our carbon-intensive inputs within our purchased goods 
and services (18% Scope 3 emissions ). Mitigating 
embedded carbon comes from both our product and 
supplier strategy. Our innovation has a specific focus 
on improving our products in use efficiency, and criteria 
has been introduced to reduce component count in our 
product development process. Our continued supplier 
engagement will help us understand how our suppliers 
decarbonise their own operations. The impacts of global 
grid decarbonisation are also factored into our upstream 
expectations. The Group is also exposed to potential 
carbon costs within transportation (1% Scope 3 
emissions). We have reduced air freight during 2024 to 
18% of shipping by weight (previously 25%). We remain 
committed to investigating opportunities within our 
logistics strategy to reduce this further, cognisant that 
customer service remains an important consideration.
Upstream Scope 3 
emissions
Medium term
Medium
Moderate
Under the NZE (to a greater extent) and STEPS 
scenarios, carbon prices are projected to increase 
operationally and in our supply chain. It is unclear 
whether, or how, carbon prices are applied to purchased 
goods and transport, as is our ability to pass on cost.
Risk 
of not 
meeting 
our net 
zero  
target
The ability to deliver 
on our net zero target 
and Transition Plan 
is partially reliant on 
third parties and/
or technologies yet 
to be developed, 
especially in the long 
term. Failure to meet 
the defined net zero 
targets may cause 
reputational damage, 
dissuade potential 
investors, or result in 
sustained cost impacts 
from any introduction 
of carbon pricing.
Market and 
Reputation
Lower profit 
margins through 
increased costs 
and lower 
revenue
Our ability to decarbonise our operations is dependent 
on grid decarbonisation and renewable energy 
availability in the countries in which XP Power operates. 
The Group purchases renewable Energy Attribution 
Certificates (EACs) to reduce Scope 2 emissions 
and will continue to investigate measures to reduce 
energy consumption, improve energy efficiency and 
invest in onsite renewable installations. Our ability 
to reduce use phase emissions is heavily reliant 
on grid decarbonisation in countries in which our 
customers operate and on which we have no influence. 
Nonetheless, we are taking action to reduce use phase 
emissions through the product development process. 
Transportation-related emissions reductions are reliant 
on global transportation and freight decarbonisation. 
We are taking action to reduce emissions in this area 
by switching freight mode, reducing business travel, 
and encouraging lower-carbon commuting patterns for 
employees.
Scope 1, 2 and 3 
emissions
Long term
Low
Major
The speed and magnitude of policy and 
technological development would increase more 
substantially under NZE, which would mean XP 
Power would be more likely to meet its net zero 
target. STEPS poses a greater risk due to slower 
development.
Transition risks identified
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Opportunity
Opportunity description
Opportunity 
type
Potential impact 
on the business
Response/actions we’re 
taking and how they are 
managed
KPIs
Time horizon
Likelihood
Magnitude 
of impact
Scenario implications
Solar  
power
The Group pursues solar self-
generation wherever practically 
possible and economically viable as 
part of our Transition Plan. Some 
sites already have solar panels, and 
more installations are planned. Solar 
installations will reduce reliance on 
local grids, reduce our emissions and 
carbon tax exposure and can provide 
operating cost savings. 
Energy Source 
and Resilience 
Reduced 
direct costs
Scaling of global solar capacity 
is likely to reduce the cost 
of adoption and allow us 
to increase the capacity 
of potential renewable 
generation. We have scoped 
installation of new solar panels 
across the entire roof at our 
Vietnam site, which will cover 
c.25% of the site’s electricity 
needs. This project is being 
assessed against other Group 
requirements.
Scope 2 emissions
% of renewable 
from total electricity
Short to 
medium term
Medium
Minor
Under a STEPS scenario, Global solar PV capacity  is 
expected to double by 2030, rising four-fold under the 
NZE scenario. This will lead to reduced costs for onsite 
generation. 
Purchased 
renewable 
energy
Energy Attribution Certificates (EACs) 
such as Renewable Energy Certificates 
(RECs) allow us to reduce our market-
based Scope 2 emissions without 
capital spend.
Energy Source
Reduced 
direct costs
This year, all our non-European 
sites are covered by EACs. Our 
European sites are covered by 
Purchased Power Agreements 
(PPAs), which provide better 
certainty of renewable supply 
and additionality of renewables 
into the grid. We are small 
electricity users, so we are not 
well placed to secure high-
demand PPA supply contracts 
outside of Europe. We assume 
the ability to find EACs at 
our European and US sites 
(c.14% of the Group’s Scope 
2 emissions combined) in the 
future will be high, while we 
expect greater uncertainty in 
the availability of renewable 
energy at our sites in Asia in 
the near term.
Scope 2 emissions
% of renewable 
from total electricity
Short to 
medium term
High
Minor
Under NZE, global investment in renewable energy needs 
to be $2.5tn by 2030 compared to $1.7tn in STEPS, so 
NZE provides higher opportunity exposure.
Reduction of 
air freight
Shifting from air to sea freight provides 
reductions in both costs and emissions 
for the Group. We have analysed 
operating cost savings and the 
reduction of upstream transportation 
carbon pricing exposure through 
transport modal shift.
Transportation
Reduced costs
We have assessed our 
supply routes to determine 
our transportation-related 
emissions and to provide 
a basis for managing these 
emissions within the net 
zero action plan. Customer 
service remains imperative 
to our strategy, and freight 
model changes only occur 
where supply to customers 
will not be impacted or 
where engagement with 
suppliers assists with lead 
times. We reduced air freight 
as a proportion of total 
freight during 2024 and will 
continue to identify reduction 
opportunities.
Scope 3 emissions 
- upstream 
transportation and 
distribution 
Short to 
medium term
Medium-high
High
While both STEPS and NZE provide opportunities 
for more sustainable forms of freight, NZE 
provides a greater opportunity due to the higher 
rate of investment and faster electrification and 
decarbonisation of freight.
Transition opportunities identified 
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Transition Opportunities Identified continued
Opportunity
Opportunity description
Opportunity 
type
Potential impact 
on the business
Response/actions we’re 
taking and how they are 
managed
KPIs
Time horizon
Likelihood
Magnitude 
of impact
Scenario implications
Innovation for 
lower carbon 
products
The full analysis of the carbon 
footprint of our products has enabled 
us to better understand impact 
areas and identify improvement 
opportunities. The Group’s NPI 
process includes goals to develop 
lower carbon products, through 
increasing use phase efficiency and 
lowering component count. Increasing 
lower carbon products will also help 
us reduced exposure of our upstream 
supply chain to carbon pricing 
mechanisms.
Products and 
Services,  
Market
Higher Revenue
We expect a range of 
market and policy factors 
to support the uptake of 
our low carbon innovation 
outputs and increase the rate 
of diffusion. For example, 
policy mechanisms such as 
increasing scope on legislation 
for power conversion efficiency 
requirements; the Group 
expects standards to cover 
industrial and healthcare 
applications over time. 
Scope 3 emissions – 
use of sold products, 
purchased goods 
and services 
Long term
High
Minor
Within the NZE scenario, the widespread enforcement of 
minimum energy performance standards are expected in 
the industry, alongside mandatory energy management 
systems and energy audits, which will increase customer 
requirements for energy-efficient products. STEPS sees a 
more gradual development.
Electrification
Electrification represents a global 
megatrend with potential new 
opportunities for the Group within 
existing and new markets. It is critical 
in the transition to a zero-carbon 
economy as it reduces reliance on 
fossil fuel-based systems.
Market
Higher Revenue
We have assessed the potential 
impacts of this opportunity 
through increases in sales 
attributable to electrification. 
To capitalise on electrification 
opportunities, the Group 
monitors interest areas, 
such as wind turbines, 5G 
infrastructure and mobile 
network densification, 
which could provide new 
opportunities for the Group.
Revenue 
Growth Rate 
Medium to 
long term
High
Major
Electrification continues to underpin both NZE and 
STEPS scenarios, primarily driven by increased uptake of 
electric mobility and heating technologies as well as rising 
market confidence in newer technology. The share of 
electricity in total final consumption rises to 30% by 2030 
under the NZE scenario, exceeding 50% by 2050. Under 
STEPS, electrification evolves at a slower rate reaching 
30% by 2050. 
Energy and 
waste savings
Actions to improve energy efficiency 
and reduce energy consumption 
provide incremental improvements to 
our emissions profile at limited costs, 
with certain behaviour and process 
changes being achieved at zero cost.
Material 
Efficiency
Reduced  
costs 
We have outlined various 
site-level efficiency projects, 
according to the requirements 
and opportunities at each site, 
in addition to Group-wide 
initiatives such as packaging 
reductions.
Energy Use 
Scope 1, Scope 
2 emissions 
(Location-based)
Waste generation
Medium term
Medium-high
Minor
NZE provides greater opportunities than STEPS 
due to increased investment and a focus on energy-
efficiency measures.
Supplier 
efficiencies
We are committed to maintaining 
ambitious supplier standards to reduce 
environmental based risks and costs 
and foster long-term partnership 
success. Through this process we hope 
to increase supplier efficiencies in 
relation to both carbon and cost.
Material 
Efficiency and 
Products and 
Services
Reduced  
costs
We have started the process 
of engaging with key suppliers 
to drive material and 
energy efficiencies, as well 
as collaboratively develop 
value-adding products. We 
believe in the quality of our 
suppliers and our alignment 
on decarbonisation. As such, 
we anticipate suppliers will be 
receptive to discussions around 
enhancing efficiencies.
Scope 3 emissions 
– Purchased goods 
and services
Medium term
High
Minor
A NZE scenario will likely place more regulatory and 
market pressure on suppliers to decarbonise. In this 
scenario, suppliers are likely to be more willing to engage 
and drive efficiencies. 
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Physical climate-related risks 
We continue to use a location risk analysis tool to better 
understand the exposure of our sites and develop further 
mitigation efforts. The risk assessment evaluates site-specific 
exposure to natural hazards, and the evolution of climate 
risks under the scenarios for global temperature rise. The 
scenarios embedded in the physical risks tool are: 
RCP 4.51: an intermediate scenario, more likely than not 
to result in global temperature rise between 2°C and 3°C, 
by 2100. 
RCP 8.531: a bad case scenario where global temperatures 
rise between 4.1–4.8°C by 2100.
Our physical climate-related risk analysis covered all 12 
Group sites, including our site under construction in Bota, 
Malaysia. Our sites have varying levels of risk exposure 
depending on their location. Our most material physical risk 
exposure is flood risk (see below). Our Gloucester, MA site 
is at risk from tropical cyclones, but we view this exposure 
as manageable. Some identified climate-related risks, such 
as heat stress, water stress, and wildfire risk have been 
determined immaterial due to: the sites size and strategic 
importance, the site’s position in its geographical location, 
the nature of our processes and operations, and the existing 
mitigation strategies already. There was no material increase 
in site risk exposure under the analysed scenarios and 
time horizons. In our analysis, we approximate a revenue 
contribution to determine site size, business importance, 
and physical risk implications. The financial impact figures 
disclosed in relation to our physical risks are largely mitigated 
by the Group’s insurance policies, which protect against 
business disruption.
1	 www.ipcc.ch/report/ar5/syr/.
Risk
Risk description
Risk type
Potential 
impact 
on the 
business
Response/actions we’re 
taking and how they are 
managed
KPIs
Time horizon
Likelihood
Magnitude 
of impact
Scenario implications
Flood Risk
Our site at Kunshan, China (~15% revenue 
contribution) is at risk from river flooding 
and coastal inundation, and FuG, Germany 
(~5% revenue contribution) is at risk 
from river flooding. Flood risk modelling 
forecasts that potential flooding in 
Kunshan would cover a large geographical 
area, disrupting local infrastructure and 
employees; however, at FuG, flood risks 
are localised to the river, so flood impacts 
are potentially more meaningful at 
Kunshan. Our analysis highlights potential 
operational disruption from floods that 
could lead to loss of output.
Acute
Lost 
production 
and revenue
We do not forecast any asset or 
material financial risk because the 
Group has appropriate insurance 
policies in place to protect 
against business disruption and 
the Group operates a flexible 
model, allowing production to 
be moved to different sites, 
although relocation time would 
incur a loss of output. Short-
term interruptions can also be 
overcome with working pattern 
changes to compensate for 
temporary loss of output. The 
construction of our third major 
site in Malaysia will provide 
further manufacturing flexibility 
and reduce reliance on the 
Kunshan site.
Approximate 
revenue 
contribution
Medium term
Medium
Moderate
The intensity and frequency of heavy rainfall is 
expected to increase more under RCP 8.5 than RCP 
2.6, which may translate to a greater risk of flooding.
Supply Chain  
Risks
Physical climate-related impacts could 
cause supply chain disruptions, through 
supplier sites being directly affected 
or by disruption to transportation and 
energy supply. Our supply of metals and 
fabricated items is flexible; however, some 
electronic components are specialised 
and cannot be easily switched out for 
alternatives.
Acute
Lost 
production 
and revenue 
Individual supplier exposure 
is reduced as we source 
components from several 
suppliers and distributors. 
Our ongoing strategic supplier 
reviews incorporate analysis of 
our critical supplier relationships 
and options for switching to 
alternatives. Our recent supplier 
engagement survey, which 
incorporates engagement on our 
upstream emissions, will help 
assess our suppliers’ exposures.
n/a
Medium term
Medium-high
Moderate
RCP 8.5 sees a greater frequency of extreme weather 
events and a greater exposure to this risk in strategic 
regions of our supply chain.
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Metrics and targets
Climate-related metrics
We report on our Scope 1, 2 and 3 emissions. Our carbon 
footprint is calculated using methodologies consistent 
with the Greenhouse Gas (GHG) Protocol: A Corporate 
Accounting and Reporting Standard, with additional guidance 
from the GHG Protocol Corporate Value Chain (Scope 3) 
Accounting and Reporting Standard and the GHG Protocol 
Technical Guidance for Calculating Scope 3 Emissions, as 
required. We measure all greenhouse gases as relevant and 
our targets cover CO2, CH4, N2O and HFCs. Our Scope 1 and 
2 GHG emissions are derived from measured data sources 
with no estimates. Most of our emissions are represented 
by our Scope 3 emissions (98% of footprint)  and within that 
our downstream Scope 3 emissions associated with the use 
phase of our products (81%). We calculated all applicable 
Scope 3 categories for our 2024 carbon footprint. Five 
categories of Scope 3 are not applicable to our business. 
Four categories of Scope 3 (Capital goods, Waste generated 
in operations, Processing of sold products and End of life 
treatment of sold products), are excluded from our reporting 
and our science-based targets as they are negligible and 
collectively account for under c.0.5% of our Scope 3 
inventory. For more information on our emissions, see Energy 
and Greenhouse Gas Emissions (pages 94–95).
Additional environmental metrics we monitor include 
emissions intensity, energy use, energy intensity, renewable 
solar energy generation, freshwater withdrawal and waste 
management, as reported on page 96. We report on our 
annual launches products under our new Product Carbon 
Rating system (formerly XP Green Power product families), 
designed for a lower-carbon economy, and the lifetime 
emissions savings from the use of efficient products (in 
relation to standard products) sold in the year as reported on 
pages 61–63.
Climate-related targets
Our science-based, net zero targets ensure that we are 
aligned to the UK Government’s Net Zero Strategy, setting 
out a pathway to reaching net zero GHG emissions ahead 
of 2050. Our science-based targets were approved by the 
Science Based Targets initiative (SBTi) in February 2024. See 
XP Power Transition Plan for further details on our science-
based targets and Transition Plan. In line with the SBTi, our 
targets and Transition Plan do not include the use of carbon 
credits. While no such action is planned currently, we may 
consider using offsets as an option for additional emission 
reductions beyond the science-based targets.
Our aim is to be net zero across Scopes 1, 2 and 3 by 
2040 with minimal use of offsets. Our absolute emissions 
reduction targets, which have been approved by the Science 
Based Targets initiative (SBTi), are to: 
•	 reduce absolute Scope 1 and 2 GHG emissions by 42% 
by 2030 from a 2022 base year; 
•	 reduce absolute Scope 3 GHG emissions by 25% by 2030 
from a 2022 base year; and 
•	 reach net zero GHG emissions across the value chain 
by 2040.
Our Executive leadership team have ESG targets embedded 
in their remuneration. Part of this includes climate action. 
For more information on our performance against these 
targets, see Energy and Greenhouse Gas Emissions (pages 
94–95).
Water 
In comparison to some of our industry peers, we do not 
consider water to be a material topic for our business. We 
have a low water intensity in operations, and water is not 
used in the design, manufacture or services of our products. 
To confirm water as an immaterial topic for XP power, we 
undertook a water risk assessment using the WRI Aqueduct 
Tool. This exercise also sought to identify if any sites mat 
be at risk of water stress1. Our Southern Californian design 
centre is the only facility located in an area of extremely 
high-water stress, but as an R&D-focused facility, water 
requirements are minimal. 
The Group recognises the importance of water management 
as a finite resource. Water management is considered 
throughout Group activities as we employ best practices 
to limit its usage across all our facilities. At our Vietnam 
facility, this includes rainwater capture, installing water-
saving appliances and the instalment of reduced flush toilets 
throughout our facilities. 
Our water policy is to: 
•	 employ best practices to maximise efficient water use 
and minimise pollution and waste; 
•	 regularly review and report on the water use of our 
facilities and activities; 
•	 commit to continuous improvement in responsible water 
management through identifying objectives and setting 
measurable goals; 
•	 involve and educate employees, contractors and 
customers in our water use programmes; 
1	   Assessed using the World Resources Institute's (WRI) Aqueduct Water Risk Atlas tool. Areas of extremely high-water stress, according to the WRI definition, 
	 are areas where human demand for water exceeds 80% of resources.
•	 engage with suppliers, encouraging their participation in 
responsible water management best practices; and
•	 disengage with suppliers who are negligent or non-
compliant with responsible water management and 
who fail to aggressively implement corrective actions; 
our water policy is available at xppower.com/company/
policies. 
Global water metrics and targets 
Our global freshwater withdrawal is outlined in the table 
below. Our full data on water, including regional breakdown, 
are included in the non-financial metrics section on page 96.
2024
2023
Freshwater 
withdrawal (m3)
51,800
61,353
Freshwater withdrawal 
intensity (per employee)
23
23
In 2024, our freshwater withdrawal reduced by 16%. Water 
withdrawal per employee was 23m3, which is in line with our 
2023 intensity. 
Actions to reduce water usage
We established a range of initiatives to reduce our water 
withdrawal, and increase the amount of water recycled and 
reused. Such examples include, upgrading to more efficient 
water-use appliances and harvesting air conditioning 
condensate for use in toilets and when watering plants.
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Board of 
Directors 
Reviews
health and safety 
performance
Site leaders across 17 different sites 
Responsible for health and safety at the site and 
that appropriate resources are available
Site health and safety representatives 
Responsible for day-to-day health and 
safety programme through a cross-functional team 
CEO
Responsible for 
health and safety 
programme at XP Power
OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Waste management
Our manufacturing processes produce relatively little waste, 
but we are committed to reducing both non-hazardous and 
hazardous waste where possible across our operations. We 
have a specific Waste Management Procedure, outlining 
risk prevention measures, how waste should be classified, 
handled, collected, stored and disposed. In case of waste-
related emergencies, employees follow the "Emergency 
Preparedness and Response Control Procedure". Additionally, 
any employees involved in hazardous waste disposal have 
appropriate personal protective equipment (PPE) to protect 
them against environmental and health and safety accidents. 
Our HR department supervises annual training on waste 
management with prompt additional training if procedures 
or personnel change. Training includes waste management 
proficiency, including handling measures in emergency 
situations and enhancing environmental awareness. 
As part of our RBA compliance, our facilities receive 
customer-managed audits, which involve a facility 
assessment overseen by one of its customers. These audits 
include environmental aspects that relate to issues such as 
waste, air emissions and water.
A major waste source is excess solder from wave solder 
machines, so-called “solder dross”, which is recycled into 
new solder and reused. In 2024, we sent 7.6 tonnes of solder 
dross for recycling and received 5.5 tonnes of recycled 
solder back, which is a 72% recovery rate. We use activated 
carbon and certain chemicals to clean flux from printed 
circuit boards. These chemicals and their containers are 
safely disposed of through a certified, licensed third-party 
professional. In 2024, we had no reportable spills. 
The figure below outlines XP Power’s waste by treatment 
type. Full waste data can be found in our non-financial 
performance indicators section on page 96. We are still 
refining our processes for the collection and reporting of 
waste data. Consequently, we expect some variability in the 
waste data as coverage of reporting increases across sites.
We aim to reduce our waste intensity (tonnes/$m) by 10% 
year-on-year. This year we achieved a reduction in total 
waste generated, however, our waste intensity increased 
from 2023.
Biodiversity 
We understand the importance of, and are committed to, 
protecting the natural environment, preserving biodiversity, 
and where possible, minimising the potential negative 
impact that our business may have on the environment. 
We recognise that climate change, deforestation, land 
degradation and water pollution each pose a severe threat to 
the sustainability of important ecosystems, and that business 
and industry can contribute to these negative effects. Our 
biodiversity policy is also available at corporate.xppower.
com/sustainability/environment. 
Total 
Waste 
recycled
Total 
Waste 
incinerated
Total 
Waste sent 
to landfill
Total Waste 
non-recycled
Total 
Waste**
276
176
208233
254
322
530
493
46
99
Waste management data (tonnes)
Kunshan recycling programme
In FY2024, XP Power conducted a package recycling 
programme for suppliers, including the recycling of 
waste pallets and rubber frames. As of September 
2024, 3,565 kg of waste pallets and 2,474 kg of 
rubber frames have been recycled. 
CASE STUDY
 2024  
 2023  
How this strategic pillar links to the UN SDGs
Strategic pillar links to the UN SDGs: This aligns with UN 
SDG 3 “Good health and wellbeing”, 5 “Gender equality”, 
8 “Decent work and economic growth”, and 10 “Reduced 
inequalities”.
  
  
  
As a responsible employer, health and safety is of paramount 
importance. Whether working on site, or from home, we 
strive to safeguard the health, safety and wellbeing of all 
our people (including contractors). Our health and safety 
programme is driven from the top, with the Board having 
ultimate responsibility; while benefiting from shared 
experiences, health and safety is coordinated globally and 
managed locally. Our corporate health and safety framework 
defines those who are responsible and accountable at each 
of our key sites, while the procedure defines the minimum 
standards required. These can be summarised as follows: 
•	 Risk assessments are based on the activities performed at 
each site, which are reviewed and updated annually.
•	 An annual internal audit of the health and safety 
processes is conducted at each site to ensure they are in 
line with corporate procedure.
•	 Health and safety metrics are recorded covering incidents 
and near misses, and these are reported and analysed. 
The Board reviews these metrics at each Board meeting.
•	 Metrics relating to walkthrough safety audits, fire 
drills and update of risk assessments are recorded and 
monitored.
•	 Consideration is given at each site to ergonomics, 
laboratory and electrical safety, legal requirements, 
use of chemicals, use of equipment and tools, facility 
preparedness and evacuation, and slips, trips and falls.
We are committed to maintaining a healthy and safe working 
environment to minimise the number of occupational 
accidents, diseases and illnesses, and ultimately achieve an 
accident-free workplace. We encourage our people to look 
out for each other, which keeps us all safe. Health and safety 
at XP Power has been enhanced through improved product 
racking, use of health and safety consultants, advisers and 
auditors. XP Power’s Health and Safety Policy is available on 
our website at xppower.com/company/policies.
All our employees have role-appropriate health and safety 
training. The number of employees trained on health and 
safety standards within 2024 is: 2,465 (2023: 2,524).
Our full list of employee-related data can be found in 
our non-financial performance indicators section, page 
pages 97-99.
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SUSTAINABILITY REPORT
3. PEOPLE AND WORKPLACE

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Safety performance
We report all health and safety incidents whether they 
resulted in lost time or not. We encourage the reporting of 
near misses so we can learn from these events. Our goal is to 
have no injuries. 
The safety of XP Power employees is paramount and we 
do everything we can to protect them. Safety policies have 
been established to ensure systems to control hazards 
are effective and to achieve our no injury goal. In 2023, 
we updated our H&S processes and deployed the EHS 
framework throughout Europe and Asia. Following this, we 
anticipated an increase in injury rate, which was observed 
in 2024. We witnessed a 20% increase in TRIR between 
FY23 and FY24 due to an increase in near misses, first aid 
injuries and a reduction in total hours worked. We focus on 
correcting the root cause of injuries and near misses and 
to prevent more serious incidents. We aim to learn from 
incidents and near misses so we can promote safe practices 
and correct unsafe behaviours. We saw a 17% reduction 
in the lost time injury rate, which reflected a positive 
improvement in reducing the frequency of, or more serious, 
injuries.
This year, we will build on our momentum, establish a unified 
standard for EHS (SOPs and Training), continue engaging our 
teams and evolve our culture to ensure everyone goes home 
safely.
Our H&S statistics are reported below. The figures cover all 
employees and contractors. 
Health and safety LTIR1  and TRIR2  table
FY24
FY23
LTIR
0.19
0.23
TRIR
0.42
0.35
Health and safety training
At XP Power, we foster a strong culture of health and safety across all our global sites, and our Health and Safety 
Training System is central to this effort. Our global training programme is facilitated through a comprehensive Learning 
Management System (LMS), which provides a variety of safety courses designed to ensure all employees have the 
knowledge and skills to work safely. The system allows us to assign training courses and track progress by individual 
site, ensuring that each location meets its specific training goals.
Safety culture is introduced from the start to new employees who carry out safety-focused training as part of their 
orientation programme. Core safety competencies, such as Electrical Safety and Emergency Response, are required 
annually, so all staff remain up to date on critical safety practices. We also offer customised programmes such as 
Safety Begins with Me, which supports the advancement of our safety culture by fostering a mindset through which 
safety is everyone’s responsibility. This initiative encourages all employees to participate in safety programmes and 
take ownership of their own safety as well as the safety of others. Each course includes a quiz or assessment to check 
employees have understood what they have been taught. 
Our objective is to achieve 100% completion of safety training each month and we monitor progress through a 
Key Performance Indicator (KPI) dashboard. This ensures that each site is on track and any gaps in training can be 
addressed. As well as the global training modules, each site has its own Safety Champions who provide site-specific 
training. These localised sessions are tailored to meet the unique regulatory requirements and safety concerns of the 
region, ensuring that all employees are equipped with the knowledge they need to stay safe in their work environment.
By combining global training standards with localised initiatives, XP Power ensures a consistent and effective approach 
to health and safety that empowers employees to take an active role in maintaining a safe workplace.
CASE STUDY
1	 Lost-time Incident Rate (LTIR) is defined as total number of lost time incidents in a year, divided by the total number of hours worked, multiplied by 200,000. 
We define a lost time incident as an incident that occur when a worker sustains a lost time injury that results in time off from work, or loss of 
productive work.
2	 Total Recordable Incident Rate (TRIR) is defined as total number of medical injuries, divided by the total number of hours worked, multiplied by 200,000.
Health and wellbeing 
We encourage our employees to have active lifestyles and 
provide facilities and programmes designed to improve 
wellbeing. These include sports facilities (e.g. basketball 
courts), shower facilities on site, and group events (e.g. 
softball leagues and yoga sessions. The wellbeing of our 
people is vital to us at XP. Below are some examples of 
initiatives run by our sites to promote health and wellbeing 
among our employees. 
Our comprehensive Employee Assistance Programme (EAP) 
provides confidential expert advice and compassionate 
guidance 24/7, online or by phone. The programme is 
delivered in the relevant languages and covers a wide range 
of topics and resources for our employees and their families. 
It is a complete support network. 
Our people 
We look after our employees, support their training and 
development, recognise cultural differences, respect their 
human rights and promote a fair working environment with 
equal opportunities for all. As a global business, we capitalise 
on our cultural differences and strive to make XP Power 
a fulfilling workplace. During 2024, we developed a new 
Human Resources dashboard, which will enable us to track 
key people metrics such as age and gender at site level across 
our global operations.
Engagement
Our vision is to deliver the ultimate experience for our 
stakeholders. Through workforce engagement, employee 
views are heard at Board level and are considered in 
discussions and during decision making. Pauline Lafferty 
is the designated Non-Executive Director responsible for 
workforce engagement. As a former Chief People Officer, she 
is passionate about employee engagement. 
We use several methods to engage our people but derive 
high value from our Gallup engagement survey, first 
conducted in 2020. It is used to drive further employee 
programmes and enhancements to our engagement and 
retention. Participation rates were excellent again in 2024, at 
92% (2023: 89%). This year, our engagement score was 4.03 
out of 5.00 (2023: 3.99), putting us at the 44th percentile in 
the Gallup database3. By comparing our year-on-year results, 
we can observe consistent significant improvements in the 
engagement levels of our people within the organisation. This 
is encouraging, considering the market environment. Our 
Goal is to offer a consistent employee experience globally 
and observe the current spread in results. To further engage 
our employees and keep them informed of our progress and 
sustainability-related information, such as plastic reduction 
initiatives, we distribute newsletters, hold townhalls and 
update the intranet.
Employee health and wellness initiatives
UK & EU: XP Power held a training session provided by BUPA, followed by 
a Q&A session with the EPA Provider. Later in the year, XP Power also held 
a focus on World Mental Health Day and created a three day initiative that 
covered topics such as: How to cope with stress, eating clean and moving well. 
Germany: At Salach and Rosenheim, employees are provided with an EGYM 
Wellpass - this includes a lot of online health prevention trainings as well as  the 
opportunity to use fitness studios, climbing gyms, swimming pools and other 
wellness centres throughout Germany for free. At all German locations, we held 
a Health & Wellbeing Day in cooperation with the Social Insurance provider 
KKH where employees had the ability to book training on topics such as stress 
analysis, quick relaxation, hand strength measurement or lung function test. We 
also had the "day of movement", where you could swap your car for your bike. 
US: We partner with Spring Health to offer our employees personalized, 
confidential care and support. Employees take an assessment and then are 
paired with a dedicated Care Navigator who guides them through their mental 
health journey. They address a broad spectrum of mental health needs, as well 
as offer personal and professional empowerment through coaching, counselling 
and webinars.
CASE STUDY
3	 Results exclude Vietnam and China employees.
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SUSTAINABILITY REPORT
3. PEOPLE AND WORKPLACE CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Labour
We are committed to the fair treatment of our employees. 
Our goal is to pay competitively and reward exceptional 
performance. We pay all employees fair salaries and other 
terms of conditions of employment as appropriate, as per our 
policy. We recognise the importance of work–life balance 
is important and, where possible, we offer flexible working 
arrangements to allow employees to balance their work with 
their other priorities. The Group aims to eliminate excessive 
working hours and respect national legislation and industry-
referenced standards on maximum working hours.
Diversity and equality
Becoming a truly diverse and inclusive company is the right 
thing to do and is crucial to supporting business growth and 
innovation, attracting and retaining talent, and engaging 
customers. Different experiences, views and opinions allow 
us to explore options and decisions more widely, which 
generates better outcomes for the business and stakeholders. 
We recognise cultural differences that may exist in our 
global operations, while acknowledging that a diverse 
workforce reflects our markets and will aid us in succeeding. 
We are committed to non-discrimination and offer equal 
opportunities in all our employment practices, procedures 
and policies. We operate an externally hosted whistleblowing 
hotline, which enables our employees to report any concerns 
or violations relating to discrimination or any other aspect of 
the Code of Conduct. When hiring, promoting or considering 
business partners, we choose the best candidate irrespective 
of age, race, national origin, disability, religion, gender, gender 
reassignment, sexual preference, social background, political 
opinion, marital status or membership/non-membership of 
any trade unions. 2023 marked the initiation of the Womens 
Employee Resource Group (Womens ERG), whose purpose is 
to provide women a platform to share experiences, network 
and develop their skills. This remains a priority for the Group 
for 2025. 
In 2024, we celebrated International Women's Day for the 
month of March by hosting a Speaker's Series where we 
invited four external speakers to engage with our employees 
on topics that impact women within the workplace.
The Board has oversight of the Company’s Diversity Policy, 
which is embedded in our Code of Conduct corporate.
xppower.com.
Our employees receive training on diversity annually through 
our Code of Conduct training. UK and Europe employees 
also receive bi-annual training on Equality, Diversity and 
Inclusion1. This course is CPD accredited and IIRSM & 
Citation approved. In 2024, 57 employees completed this 
training (2023: 64).
Europe Fitness Challenge 
During spring of 2024, XP Power 
held a European Fitness Challenge to 
encourage both employee wellness and 
team bonding. Teams competed against 
each other to achieve the most exercise 
activity. The initiative was successful at 
bringing people together around our EU 
facilities, building personal bridges and 
raising awareness of the importance of 
fitness and wellbeing.
CASE STUDY
1	 Excludes Rosenheim and Salach sites.
We will:
•	 create an environment where individual differences and 
the contributions of all team members are recognised and 
valued;
•	 create a working environment that promotes dignity and 
respect for every employee;
•	 not tolerate any form of intimidation, bullying or 
harassment, and will discipline those that breach this 
policy;
•	 make training, development and progression 
opportunities available to all employees;
•	 promote equality in the workplace, which we believe 
is good management practice and makes sound 
business sense;
•	 encourage anyone who feels they have been subject to 
discrimination to raise their concerns so we can apply 
corrective measures; and
•	 regularly review our employment practices and 
procedures to maintain fairness.
The Group is supportive of flexible working, including 
working from home, part-time and flexible hours according 
to the requirements of the position.
The Group employs contract and temporary workers across 
many locations to fill local requirements, sometimes for short 
periods. This is particularly the case in our manufacturing 
facilities globally, to ensure we are meeting customer 
requirements. Many temporary staff choose to become 
permanent employees. 
In the UK, our employees who have more than two years of 
service are paid maternity or adoption leave for three months 
at 100% of salary compared to the statutory six weeks at 
90% of salary. We also provide two weeks of paid paternity 
leave at 100% of salary compared to statutory paternity 
leave of two weeks at £151 or 90% of usual pay if lower. 
We recognise the importance of pay equality and have 
undertaken analysis around gender representation to help 
understand our gender pay gap. We report our UK gender 
pay gap, even though we have fewer than 250 employees in 
the UK and are exempt from gender pay gap reporting. For 
2024, our mean gender pay gap is 36.4% and our median 
gender pay gap is 38% (2023 mean: 39.9%, median 41.2%). 
We eliminate any form of discrimination.
Our workforce in numbers
This page provides a summary of our workforce. Full data can be found in our non-financial performance indicators, 
section page 99.
Number and percentage (%) of contract or temporary 
workers to total employees1
2024
Global
Average number of employees
2,303
Average number of temporary 
or contract employees
263
Percentage of temporary 
or contract employees to 
permanent
11.4%
Full-time employee voluntary turnover percentage (%)  
2024
2023
Global
Average number of 
employees
2,303
2,669
Voluntary leavers
870
987
Voluntary turnover
37.8%
37%
1	   In 2024 we changed our definition for reporting this metric to 
	 average temporary employees for the year. Therefore, only one 
	 year of data is provided.
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3. PEOPLE AND WORKPLACE CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
XP Power is committed to meeting the recommendations of 
the FTSE Women Leaders and Parker Review. 44% of our 
Board are women, including in roles such as Chair of the 
Remuneration Committee, Senior Independent Director, 
Chair of the Audit Committee and Designated Director for 
Workforce Engagement. The composition of our Board meets 
the recommendations set by the Parker Review Committee 
and the FTSE Women Leaders (formerly the Hampton–
Alexander review).
Talent and career management
We have a wealth of talented individuals working across 
the business and recognise the importance of supporting 
and developing the skills, knowledge and experience of our 
teams. From a more structured onboarding process, which 
UK gender pay gap – April 2024 
Employees by gender and region as of 31 December 2024 
Gender diversity statistics2
Lower quartile 
pay band
Board3
Executive 
Management
Management
All other
Total
Lower middle 
quartile pay 
band
Upper middle 
quartile pay 
band
Upper quartile 
pay band
Total
41%
59%
44%
66%
42%
58%
17%
83%
33%
67%
21%
76%
26%
74%
50%
48%
44%
56%
49%
49%
180
303
98
Europe
264
613
420
139
North 
America
802
1,415
1,057 1,039
2,138
Asia
Total
 Male  
 Female
 Male  
 Female
 Male  
 Female  
 Total
Our workforce in numbers continued
2	 There are a total of 42 undisclosed employees, 25 of which are in Europe and 17 in North America. 3 are in a management position and the remaining 39 in 
‘All other’ layer.
3	 Daniel Shook was appointed as a Non-Executive Director from 1 January 2025.
ensures managers identify a day-one buddy and build a 
detailed initial training plan, to career conversations as part 
of the annual review process, we commit to promoting 
training and career development. 
Developing our talent is key to our ongoing success. As a 
key leadership responsibility, our line managers identify 
high-potential employees, create development opportunities 
and support internal progression. Talent management and 
succession planning for the Executive Directors and Senior 
Leadership team is reviewed and discussed at Board level. 
Personalised people and organisation plans, aligned with 
the attainment of the Group’s strategy, are agreed with all 
our executive leaders. Our people leaders (who have more 
than four direct reports) complete a people leadership 
programme, which emphasises employee engagement and 
clear expectations to drive high performance. 
We aspire to ensure that all XP Power employees receive 
regular performance feedback. This runs alongside our formal 
performance review process, through which objectives 
are set, aligned and measured against our Core Values and 
key business priorities. In most cases, employees receive 
performance reviews twice or more in a year. 100% of 
employees receive a performance review at least once a 
year. We operate various bonus schemes, and all non-sales 
commissioned employees are eligible to participate in our 
general or executive bonus scheme. The overall bonus 
pools is determined by the financial performance of the 
Group, with individual bonuses allocated based on individual 
performance. We also have several spot recognition award 
schemes, which are occasionally given to teams to recognise 
and promote collaboration. Healthcare benefits and life 
assurance are also provided according to the customs in the 
regions in which we operate. 
In 2024, we had 18 apprenticeships and 31 interns (2023: 22 
apprenticeships and 26 interns), and ran programmes in areas 
such as finance, human resources, information technology 
and logistics. 
Community engagement   
Singapore Beach Clean Up 
•	 The Singapore team recently embarked on 
a beach cleanup. A total of 78 participants, 
including employees and their family members, 
came together to make a positive impact on our 
environment. 
•	 Through our collective efforts, we managed to 
collect an impressive 113kg of rubbish, helping to 
restore the natural beauty of our local beaches. 
This initiative not only reflects our dedication to 
environmental sustainability but also strengthens 
our community bonds and fosters a sense of 
shared responsibility. 
Typhoon Yagi 
•	 In September 2024 Typhoon Yagi hit and serious 
consequences followed. To support those 
affected, XPVN and Trade Union have decided 
to allocate 100m VND in aid. We hope that this 
assistance will help citizens in North Vietnam 
overcome difficulties and restore their lives as 
soon as possible.
Toy and Food Giveaway 
•	 Across our North America facilities, staff 
generously donated for the annual food and toy 
drives. The donations go to local communities 
who need assistance. 
CASE STUDY
Average training time (in days) per employee
FY24
FY23
Global
Average number of 
employees
2,303 
2,669 
Total hours
21,971
30,148
Hours per 
employee
10
11
Days per employee
1.2
1.4
Freedom of association
We allow our employees to freely associate with any relevant 
unions, but only employees in Vietnam are members of 
the local union. The number and percentage of employees 
covered by collective agreements in 2024 is 818 and 36% 
(FY23: 1390 and 52%). See page 99 for a full breakdown of 
employees covered by collective bargaining agreements by 
region. 
Community partnerships
We believe that we should give back to the communities we 
work in as they are an integral part of our lives. All employees 
are encouraged to get involved in local environmental and 
community activities and every employee can take a day’s 
paid leave to contribute to a charitable or worthy cause in 
the community.
Our activities in 2024 included the following:
The Group and our employees made donations to local 
charities totalling £4,003 in 2024 (2023: £15,339).
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SUSTAINABILITY REPORT
3. PEOPLE AND WORKPLACE

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
How this strategic pillar links to the UN SDGs
This aligns with UN SDG 16 “Peace, justice and strong 
institutions” through internationally promoting the rule of law 
and reducing corruption and bribery in all forms.
      
It is Company policy to conduct all business in an honest 
and ethical manner. The first of our five core values is 
“Integrity”, and is, therefore, embedded into our culture, as 
well as our Code of Conduct and the policies outlined in 
the following sub-sections. To ensure that employees are 
aware of and understand the Code of Conduct, we use our 
learning management system to monitor all employees on 
their annual Code of Conduct training. Employee compliance 
with the annual Code of Conduct training was 96% for 2024 
(2023: 61%). This is a significant increase in compliance, 
which was anticipated after our Code of Conduct training 
campaign in Vietnam.
The Group relies on its general financial controls, authority 
matrix, general management oversight and review of financial 
and other reporting. An independent whistleblowing service 
is available to employees who do not feel they can raise 
issues of concern to their line manager or superior. The Audit 
Committee is responsible for monitoring this, and compliance 
matters are regularly reviewed by the Board. 
Whistleblowing 
We are committed to an environment in which open, 
honest communications are expected. Employees should 
feel comfortable bringing forward any concerns regarding 
violations of policies or standards, in the secure knowledge 
that their concerns will be taken seriously and that, when 
they have acted in good faith, they will be protected from 
adverse repercussions and/or detrimental treatment, as 
embedded in our Code of Conduct. We operate an internal, 
confidential whistleblowing programme administered 
through an independent third party, which is available 
24/7. “Speak Up” runs in each operational country, and 
is available in each local language. This guarantees that 
employees’ experiences of legal or ethical misconduct, such 
as discrimination, will be heard and acted upon quickly 
wherever it occurs. Concerns can be raised online or by 
phone, on an anonymous basis and in any chosen language. 
Our whistleblowing policy encourages our employees to 
report issues if they have a reasonable belief that: 
•	 our Code of Conduct has been breached, such as an 
incident of discrimination; 
•	 a criminal offence has been committed, is being 
committed, or is likely to be committed; 
•	 a person has failed, is failing, or is likely to fail to comply 
with a legal obligation;
•	 a miscarriage of justice has occurred, is occurring, or is 
likely to occur; 
•	 the health and safety of any individual has been, is being, 
or is likely to be endangered; 
•	 the environment has been, is being, or is likely to be 
damaged; or 
•	 information that shows any matter falling within any one 
of the above categories has been, is being, or is likely to 
be deliberately concealed. 
A whistleblowing report is automatically distributed to the 
Chair of the Audit Committee by the independent third-party 
provider. It is then reviewed and assigned to management 
or an independent third party for further investigation 
and response as required. Whistleblowing and Fraud is 
a scheduled agenda item at Audit Committee meetings. 
The Company is committed to taking appropriate action 
regarding all upheld qualifying disclosures. In 2024, there 
were five whistleblowing reports (2023:0)1. All reports 
were investigated and closed. As a result of whistleblowing 
reports, four were investigated with no further action 
required, one report was investigated and resulted in the 
implementation of a new process to address the concern 
raised.
Anti-bribery and corruption 
It is our policy to conduct all business in an honest and 
ethical manner. We will not accept or give bribes or other 
means of inducement to obtain improper advantage. 
XP Power has a zero-tolerance approach to bribery and 
corruption, and is committed to acting professionally, fairly 
and with integrity in all business dealings and relationships, 
enforcing effective systems to counter bribery. Our policy 
on anti-bribery and corruption is embedded in our Code of 
Conduct. Employees are trained on bribery and corruption 
through our annual Code of Conduct Training. Our Code 
of Conduct’s section on bribery and corruption is detailed 
and includes numerous examples, to ensure employees 
understand what is acceptable and unacceptable. Our Code 
of Conduct requirements are communicated to our suppliers, 
who must comply with its provisions. In 2024, Executive 
Management and the Board were aware of zero instances of 
bribery and corruption. 
1	 Includes whistleblowing reports raised through both formal and informal channels.
Our UK and EU employees also conduct biennial training on 
anti-bribery that is CPD accredited and IIRSM approved. In 
2024, 79 employees conducted Anti-Bribery training (2023: 
61). In 2024, internally led business ethics training was also 
provided to all employees at our Kunshan site. 
Modern slavery 
The Board reviews and published an annual statement, which 
sets our relevant and supporting policies to prevent slavery 
or human trafficking in our own business and supply chains. 
A copy of the latest Modern Slavery Statement is available on 
the Company’s website at corporate.xppower.com
Any abuse of human rights will be acted upon immediately 
and appropriate action taken. All employees are trained on 
our Modern Slavery Policy through annual Code of Conduct 
training. 
Human rights 
Human rights are at the heart of sustainable business. We 
are committed to respecting human rights in accordance 
with international principles including the UN Guiding 
Principles on Business and Human Rights, the UN Universal 
Declaration of Human Rights, and the International Labour 
Organisation’s Declaration on Fundamental Principles and 
Rights at Work. Employees are trained on Human Rights 
through our annual Code of Conduct training. No human 
rights violation incidents were reported during 2024 (2023: 
0). The policy can be found here: corporate.xppower.com/
about-us/corporategovernance. 
Information systems and technology
The Group has appropriately robust and secure information 
technology (IT) systems, but acknowledges that no IT 
system can be completely secure. The Group IT Director is 
responsible for the integrity and security of the IT systems 
and communications network. The Group has penetration 
testing, data back-up and recovery processes in place and 
various processes, software and hardware prevent data 
security breaches and unauthorised access to the Group’s 
systems and data. The Group holds regular cybersecurity 
training and awareness to ensure that our employees remain 
alert to threats. 
During FY24, the Group experienced one cyber incident with 
no breaches reported. As a result, appropriate precautions 
were established to minimise the risk of further similar 
incidents. 
Tax transparency 
The Group is committed to compliance with all applicable 
tax laws and regulations in all areas in which it operates or 
is required to make filings. All required tax filings are made 
accurately and on time with the relevant authorities. It is 
Group policy to not engage in any aggressive tax planning or 
tax avoidance schemes.
We believe that our tax activities should adhere to the 
spirit and the letter of all relevant tax laws and regulations 
where we operate. We are committed to a transparent and 
open approach to tax reporting. Our policy, as part of our 
governance framework, is to file all tax returns on time, and 
to pay tax as it falls due. 
The Group has a low-risk tolerance for uncertain tax 
positions where it operates. We broadly aim to align tax 
payments to revenue generation. We do not knowingly help 
others avoid their tax obligations. 
We prohibit tax avoidance through transfer pricing. All 
intra-group transactions must be priced on an arm’s length 
basis in accordance with the Group’s internal transfer pricing 
policies, which reflect internationally accepted transfer 
pricing standards and local tax laws. We commit to not 
transfer value created to low tax jurisdictions and not use tax 
structures intended for tax avoidance. We do not operate 
in countries considered as partially compliant or non-
compliant according to the OECD tax transparency report, 
or in any countries blacklisted or greylisted by the EU for tax 
avoidance and harmful tax practices, apart from Vietnam, 
where our site is based due to availability of suitable labour 
and not located for tax purposes. 
Our commitments on taxation are implemented through a 
system of procedures and controls in place across the Group. 
Tax is a regular agenda item for the Audit Committee, which 
meets at least four times a year and reports to the Board. 
Tax compliance risks are managed through the Group’s 
governance framework, overseen by the Audit Committee 
and supported by the CFO. 
Government contracts 
The Group has no direct relationships where it sells products 
or services to any government entity. 
 
 
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SUSTAINABILITY REPORT
4. ETHICS AND COMPLIANCE

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Environmental data
Emissions and energy
FY24
FY23
Operational emissions
UK
Global 
(excl UK)
Group 
Total
UK
Global 
(excl UK)
Group 
Total
Group turnover £m
247.3
316.5
Scope 1 Fugitive Emissions (tCO2e)
9 
188
197
228
Scope 1 Combustion Emissions (tCO2e)
4
384
388
26
291
318
Total Scope 1 (tCO2e)
13
572
585
26
291
545
Scope 2 market based (tCO2e)
0
0
0
0
105
105
Scope 2 location based (tCO2e)
13
5,161
5,174
30
6,351
6,381
Scope 2 purchased heat and steam (tCO2e)
0
11
11
0
15
15
Total Scope 2 – Market based (tCO2e)
0
11
11
0
119
119
Total Scope 2 – Location based (tCO2e)
13
5,173
5,186
30
6,366
6,396
Total Scope 1&2 – Market based (tCO2e)
13
584
596
26
411
665
Total Scope 1&2 – Location based (tCO2e)
26
5,745
5,771
56
6,657
6,941
Scope 3 emissions (tCO2e)
1. Purchased goods and services
63,145
90,564
2. Capital goods
Not relevant, immaterial
3. Fuel-and-energy-related activities (not 
included in Scope 1 or 2)
1,123
1,547
4. Upstream transportation and distribution
2,367
4,243
5. Waste generated in operations
Not relevant, immaterial
6. Business travel
420
716
7. Employee commuting
2,764
3,324
8. Upstream leased assets
Not relevant, not applicable
9. Downstream transportation and 
distribution
10. Processing of sold products
Not relevant, immaterial
11. Use of sold products
290,817
480,487
12. End-of-life treatment of sold products
Not relevant, immaterial
13. Downstream leased assets
Not relevant, not applicable
14. Franchises
15. Investments
Upstream Scope 3 (tCO2e)
69,818
–
–
100,394
Downstream Scope 3 (tCO2e)
290,817
–
–
480,487
Total Scope 3 (tCO2e)
360,635
580,881
Total Scope 1, 2 & 3 – Market based  (tCO2e)
361,231
581,546
Total Scope 1, 2 & 3 – Location based (tCO2e)
366,406
587,822
Scope 1&2 GHG Emissions Intensity ratio 
(Location based) (per Group turnover) £m
23.3
21.9
Environmental data continued
FY24
FY23
Energy consumption (kWh)
UK
Global 
(excl UK)
Group 
Total
UK
Global 
(excl UK)
Group 
Total
Total renewable fuels consumption (kWh)
0.0
0.0
0.0
0.0
0.0
0.0
Diesel
0
5,603
5,603
0
10,598
10,598
Gas
21,929
1,640,772
1,622,701
0
1,165,310
1,165,310
Propane
381,448
381,448
121,857
362,186
484,043
Total non-renewable fuels 
consumption (kWh)
21,929
2,027,823
2,049,751
121,857
1,538,095
1,659,952
Total fuels consumption (kWh)
21,929
2,027,823
2,049,751
121,857
1,538,095
1,659,952
Consumption of purchased or acquired 
electricity renewable
63,507
540,660
604,167
144,624
310,737
455,361
Consumption of self-generated non-fuel 
renewable energy (solar)
27,887
28,606
56,493
27,887
30,126
58,013
Consumption of purchased or acquired 
electricity non-renewable
0
10,862,794
10,862,794
0
12,107,007 12,107,007
Total electricity consumption (kWh)
91,394
11,432,060
11,523,454
172,511
12,447,870 12,620,381
Consumption of purchased or acquired 
heating (kWh)
0
63,808
63,808
0
82,365
82,365
Total renewable energy consumption (kWh)
91,394
569,266
660,660
172,511
304,863
513,374
Total non-renewable energy 
consumption (kWh) 
21,929
12,954,424
12,976,353
121,857
13,727,467 13,849,324
Total energy consumption (kWh)
113,323
13,523,690
13,637,013
294,368
14,068,329 14,362,698
% renewable electricity from total electricity
100%
100%
95%
100%
99%
99%
% On-site solar generation
31%
0.25%
0%
16%
0%
0%
% Renewable electricity purchased
69%
5%
5%
84%
2%
4%
% Electricity purchased covered by Energy 
Attribute Certificates (EACs)
0%
95%
94%
0%
96%
94%
% Grid electricity from total electricity 
0%
95%
94%
0%
97%
96%
Energy Intensity ratio (per Group 
turnover) £m
55,144
45,380
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KEY NON-FINANCIAL  
PERFORMANCE INDICATORS

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Environmental data continued
Freshwater withdrawal
FY24
FY23
UK
372
1,369
Germany
2,052
2,233
China
11,787
14,619
USA
8,539
5,361
Vietnam
26,193
35,386
Singapore
2,799
2,385
Global (excl UK)
51,371
59,984
Group Total
51,743
61,353
Water Intensity ratio (per Group turnover) £m
209.2
193.8
Water Intensity ratio (per employee)
22.5
22.9
Waste generation (tonnes)
FY24
FY23
Hazardous Waste
18
15
Non-Hazardous Waste
512
577
Total Waste
530
592
Hazardous Waste Intensity ratio (per Group turnover) £m
0.07
1.8
Waste Treatment/disposal (tonnes)
FY24
FY23
Hazardous Waste recycled
13
14
Hazardous Waste incinerated
3
6
Hazardous Waste sent to landfill
1
0
Non-Hazardous Waste recycled
263
158
Non-Hazardous Waste incinerated
43
93
Non-Hazardous Waste sent to landfill
207
223
Solder sent for internal recycling
8
17
Recycled waste (solder) received and used
5
13
Internal rate of recovery of solder (%)
72%
78%
Solder dross disposed1
2
2
Total Waste recycled
276
172
Total Waste incinerated
46
99
Total Waste sent to landfill
208
223
Total Waste non-recycled
254
322
Total Waste
530
493
1	 Transferred to treatment contractor for recycling.
Social data
Health and safety training
2024
2023
Europe
233
139
Asia
1,775
1,899
US
457
486
Global
2,465
2,524
Full-time employee voluntary turnover percentage (%) 
2024
2023
Europe
Average number of Employees
319
344
Voluntary Leavers
17
44
Voluntary Turnover
5.3%
13%
Asia
Average number of Employees
1,522
1,825
Voluntary Leavers
793
880
Voluntary Turnover
52.1%
48%
US
Average number of Employees
463
500
Voluntary Leavers
60
63
Voluntary Turnover
13.0%
13%
Global
Average number of Employees
2,303
2,669
Voluntary Leavers
870
987
Voluntary Turnover
37.8%
37%
Number and percentage (%) of contract or temporary workers to total employees1
2024
Europe
Average number of Employees
319
Average number of temporary or contract employees
17
Percentage of temporary or contract employees to permanent
5.2%
Asia
Average number of Employees
1,522
Average number of temporary or contract employees
226
Percentage of temporary or contract employees to permanent
14.8%
US
Average number of Employees
463
Average number of temporary or contract employees
21
Percentage of temporary or contract employees to permanent
4.6%
Global
Average number of Employees
2,303
Average number of temporary or contract employees
263
Percentage of temporary or contract employees to permanent
11.4%
1	 In 2024, we changed how this metric was reported to average temporary workers rather than total number of temporary workers. Due to the change in 
definition, we have only reported 2024 data.
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KEY NON-FINANCIAL  
PERFORMANCE INDICATORS CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Social data continued
UK gender pay gap – April 2024
Male 
(Hourly Pay)
Female 
(Hourly Pay)
Total
Male %
Female %
Lower quartile pay band
11
16
27
41%
59%
Lower middle quartile pay band
11
15
26
42%
58%
Upper middle quartile pay band
18
9
27
67%
33%
Upper quartile pay band
20
7
27
74%
26%
Total
60
47
107
56%
44%
2024
2023
Employees by gender and region
Male 
Female
Total
Male
Female 
Total
Europe
180
98
303
198
109
340
North America
264
139
420
316
165
503
Asia
613
802
1,415
701
881
1,584
Total
1,057
1,039
2,138
1,215
1,155
2,427
2024
2023
Gender diversity statistics1
Male 
Female
Total
Male
Female 
Total
Board
4
4
8
4
4
8
Executive Management
5
1
6
5
2
7
Management
69
19
91
73
20
98
All other
980
1,019
2,038
1,137
1,133
2,322
Total
1,058
1,043
2,143
1,219
1,159
2,435
Board
50%
50%
50%
50%
Executive Management
83%
17%
71%
29%
Management
76%
21%
74%
20%
All other
48%
50%
49%
49%
Total
49%
49%
50%
48%
1	 There are a total of 42 undisclosed employees, 3 of which are in management layer and remaining 39 in ‘All other’ layer.
Social data continued
Average training time per employee
2024
2023
Europe
Average number of employees
319
344
Total hours
2,476
4,476
Hours per employee
8
13
Days per employee
1.0
1.6
Asia
Average number of employees
1,522
1,825
Total hours
15,411
17,623
Hours per employee
10
10
Days per employee
1.3
1.2
US
Average number of employees
463
500
Total hours
4,085
8,049
Hours per employee
9
16
Days per employee
1.1
2.0
Global
Average number of employees
2,303
2,669
Total hours
21,971
30,148
Hours per employee
10
11
Days per employee
1.2
1.4
Freedom of Association
2024
2023
Europe
Average number of employees
319
344
Average number of employees covered by collective agreements
0
0
Percentage of employees covered by collective agreements
0%
0%
Asia
Average number of employees
1,522
1,825
Average number of employees covered by collective agreement
818
1,390
Percentage of employees covered by collective agreements
53.8%
76%
US
Average number of employees
463
500
Average number of employees covered by collective agreement
0
0
Percentage of employees 
0.0%
0%
Global
Average number of employees
2,303
2,669
Average number of employees covered by collective agreement
818
1,390
Percentage of employees 
35.5%
52%
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KEY NON-FINANCIAL  
PERFORMANCE INDICATORS CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Topic
Metric
Category
Unit of 
measure
Code
2024 
Response
Energy 
Management
(1) Total energy consumed
Quantitative
Gigajoules 
(GJ), 
Percentage 
(%)
RT-EE-130a.1
P94–95
(2) Percentage grid electricity
(3) Percentage renewable energy
Hazardous 
Waste 
Management
(1) Amount of hazardous waste generated
Quantitative
Metric tonnes 
(t)
Percentage 
(%)
Number, 
Kilogrammes 
(kg)
RT-EE-150a.1
P96
(2) Percentage recycled waste
(1) Number and aggregate quantity of 
reportable spills
RT-EE-150a.2
P84
(2) Quantity recovered (long-term 
activities to remediate spills that occurred 
in years prior to the reporting period 
but for which remediation activities are 
ongoing)
Product 
Safety
(1) Number of recalls issued
Quantitative
Number
RT-EE-250a.1
Not 
Reported
(2) Total Units Recalled
Number
Total amount of monetary losses as a 
result of legal proceedings associated with 
product safety
Presentation 
currency
RT-EE-250a.2
Not 
Reported
Product 
Lifecycle 
Management
Percentage of products by revenue 
that contain IEC 62474 declarable 
substances 4
Quantitative
Percentage 
(%) by revenue
RT-EE-410a.1
Not 
Reported
Percentage of eligible products, by 
revenue, certified to an energy efficiency 
certification
Quantitative
Percentage 
(%) by revenue
RT-EE-410a.2
P61–63
Revenue from renewable energy-related 
and energy efficiency-related products
Quantitative
Presentation 
currency
RT-EE-410a.3
Materials 
Sourcing
Description of the management of 
risks associated with the use of critical 
materials
Discussion 
and Analysis
n/a
RT-EE-440a.1
P65
Business 
Ethics
Description of policies and practices for 
prevention of: (1) corruption and bribery 
and (2) anti-competitive behaviour
Discussion 
and Analysis
n/a
RT-EE-510a.1
P92
Total amount of monetary losses as a 
result of legal proceedings associated with 
bribery or corruption
Quantitative
Presentation 
currency
RT-EE-510a.2
 Zero
Total amount of monetary losses as a 
result of legal proceedings associated with 
anti-competitive behaviour regulations 
Total amount of monetary losses as a 
result of legal proceedings associated with 
anti-competitive behaviour regulations
Quantitative
Presentation 
currency
RT-EE-510a.3
 Zero
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SASB INDEX

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
OUR GOVERNANCE
GOVERNANCE AT A GLANCE
104
INTRODUCTION TO GOVERNANCE
106
BOARD OF DIRECTORS
108
CORPORATE GOVERNANCE REPORT
111
NOMINATION COMMITTEE REPORT
123
AUDIT COMMITTEE REPORT
129
REMUNERATION COMMITTEE REPORT
135
DIRECTORS’ REPORT
158
DIRECTORS’ RESPONSIBILITIES STATEMENT
161
OUR 
GOVERNANCE
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XP Power Annual Report & Accounts for the year ended 31 December 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Our Board
The Board and its Committees maintain a diverse and experienced composition, bringing 
valuable external insights, fostering constructive strategic challenge and guidance.
Board member skills
Gavin 
Griggs
Matt 
Webb
Andy 
Sng
Jamie 
Pike
Polly 
Williams
Pauline 
Lafferty
Sandra 
Breene
Amina 
Hamidi
Daniel 
Shook
Total
Power electronics
5
Industrial tech
7
Risk management
8
Strategic human 
resource management
8
Business development 
and managing growth
7
Prior public company 
experience
6
Investor relations
5
Financial
4
ESG and climate 
experience
8
Length of tenure for the Board
as at 4 March 2025
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Andy Sng (April 2007) 
Polly Williams (January 2016)
Gavin Griggs (October 2017) 
Pauline Lafferty (December 2019) 
Jamie Pike (March 2022) 
Sandra Breene (October 2022) 
Amina Hamidi (October 2022) 
Matt Webb (October 2023)
Daniel Shook (January 2025) 
Board attendance
Board gender profile
Ethnicity
Board age profile
5
4
7
1
1
5
4
  Male
  Female
  White
  Asian
  North African
  51–55
  56+
During 2024, the Board convened four times (excluding 
Committee meetings), and all Directors attended every 
possible meeting. Beyond formal meetings, to inform 
strategic decision-making the Board engaged in discussions 
and received presentations on market trends, industry 
developments and regulatory changes. 
Key areas and activities covered by the Board to support our 
strategy during the year are detailed on pages 116–117.
Member
Meetings
Attendance
Jamie Pike
     
4/4
Gavin Griggs
     
4/4
Matt Webb
     
4/4
Andy Sng
     
4/4
Pauline Lafferty
     
4/4
Polly Williams
     
4/4
Sandra Breene
     
4/4
Amina Hamidi
     
4/4
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GOVERNANCE AT A GLANCE

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
In 2025, we'll continue to 
improve our supply chain 
resilience with a global footprint, 
resuming the construction 
of our manufacturing site in 
Malaysia.
JAMIE PIKE
BOARD CHAIR
to be a fantastic facility for customer collaboration. In 
2025, we'll continue to improve our supply chain resilience 
with a global footprint, resuming the construction of our 
manufacturing site in Malaysia. 
Purpose and culture
The Board’s role is to promote the long-term sustainable 
success of the Company, generating value while considering 
the needs of all stakeholders in its decision-making. To 
achieve this, we focus on our vision: “To be the first-choice 
power solutions provider, delivering the ultimate experience 
to our customers and our people”, and our purpose: 
“Powering the world’s critical systems”. 
Our defined core values, which shape our culture are: 
Integrity, Knowledge, Speed, Flexibility and Customer Focus. 
The Board monitors our culture with the Executive Directors 
and is satisfied that the Company’s culture and workforce 
policies and practices are consistent and align with its 
purpose, strategy and values.
Board composition and Audit Chair 
succession
Throughout 2024, the Board’s skills and experience 
were assessed to ensure we have the right balance and 
composition with succession plans in place. Following a 
thorough search process as part of succession plans for the 
role of Audit Chair, the Board was pleased to appoint Daniel 
Shook as a Non-Executive Director from 1 January 2025. 
He also joined the Nomination, Remuneration and Audit 
Committees and will take on the role of Audit Committee 
Chair from the conclusion of the Annual General Meeting 
in April 2025. Daniel brings with him over 30 years' 
experience in global manufacturing, supply chain and 
distribution companies across multiple geographies 
and sectors and his significant financial and board-level 
experience will be valuable to the Board. His commitment 
to the sustainability agenda will be an additional asset as 
the Group's development continues. Full details of the 
recruitment process, succession and transition planning and 
our commitment to diversity are outlined in the Nomination 
Committee Report on pages 123–128.
Board effectiveness
This year, the Board undertook an internal review of its 
own performance and effectiveness. The next externally 
facilitated review will take place in 2025. An explanation 
of the process and findings are outlined in the Nomination 
Committee Report on pages 123–128. The review confirmed 
that we continue to operate as an effective Board in 
accordance with good corporate governance principles. 
As Chair, I am pleased to see a culture of open dialogue 
and trusting and supportive relationships between Board 
members. 
Sustainability
As an aspiring industry leader in sustainability, XP remains 
committed to making this a key focus area. Our progress 
aligns with our overall ESG strategy and net zero targets, 
with significant reductions in our greenhouse gas emissions 
achieved to date. The Board oversees the goals and 
objectives outlined in our sustainability strategy. The 
Sustainable Development Working Group, managed by 
the Sustainability Lead and the Sustainability Council, and 
chaired by the CEO, provides regular updates to the Board 
on metrics, progress and activities throughout the year. 
These updates are detailed in our Sustainability Report on 
pages 56–93.
Despite the challenging market conditions throughout 2024, 
the responsible actions taken across the business, along with 
a strong pipeline of new product launches, have laid strong 
foundations. These efforts, combined with our commitment 
to excellence and the dedication of our colleagues, position 
the Group to succeed when markets recover.
JAMIE PIKE
CHAIR
4 March 2025
I am pleased to introduce our Governance 
Report for the financial year ended 
31 December 2024. This report outlines how 
the Group is managed and its approach to 
governance, culture and the framework that 
underpins XP’s operations.
The Board remains committed to upholding 
high standards of governance across the Group. 
Together with the information in the Strategic 
and Committee Reports, the Governance Report 
explains how we have applied the principles and 
provisions of the UK Corporate Governance 
Code 2018 (the Code) issued by the Financial 
Reporting Council. I am pleased to confirm that 
the Company maintained full compliance with the 
Code throughout 2024. From 1 January 2025, 
Polly Williams has served on the Board for nine 
years. The Board recognises that, under the 
Code, she would not be considered independent 
after nine years and there are plans in progress 
to appoint a successor to the role of Senior 
Independent Director.
Market conditions and our 
stakeholders
2024 saw challenging market conditions from 
the continual slowdown in the Semiconductor 
Manufacturing Equipment industry combined 
with inventory destocking within the Industrial 
Technology and Healthcare sectors. The Board 
and management took decisive action in the 
year to optimise our cost structure to align with 
the current market conditions, while preserving 
research and development capabilities to 
strengthen our foundations for future growth. 
Through strong cash conversion and improved 
inventory management, we have enhanced our 
balance sheet.
While the Company focuses on stabilisation, 
the current policy to not declare dividends has 
remained in place. The importance of dividends 
is recognised by the Board and continues to 
form an important part of the Group’s long-term 
capital allocation strategy.
Focusing on our customers
We continue to deliver for our customers by 
clearing backlog and have sustained our focus 
on customer relationships. Our continued 
investment in our research and development 
has enabled us deliver new products for our 
customers to sample. Launched during the year, 
I am pleased to report that our new Customer 
Innovation Centre in Silicon Valley is proving 
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INTRODUCTION TO GOVERNANCE

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Jamie Pike
Chair
Gavin Griggs
Chief Executive Officer
Matt Webb
Chief Financial Officer 
Appointment date: 
1 March 2022
Executive/Non-Executive: 
Non-Executive
Committee membership: 
Nomination (Chair)
Skills and experience:
•	 Jamie spent nine years with Burmah 
Castrol, becoming Chief Executive 
of Burmah Castrol Chemicals, 
before leading the buy-out of 
Foseco in 2001 and its subsequent 
IPO in 2005. Prior to that, he was a 
partner at Bain & Company.
•	 Jamie has held the role of Chair at 
several public companies; he was 
Chair of the Board at Spirax Group 
PLC until December 2024.
•	 He holds an MBA from INSEAD 
and is a Member of the Institute of 
Mechanical Engineers. 
External appointments: 
Jamie is currently Chair of the Board at 
IMI plc.
Appointment date: 
31 October 2017 as CFO 
Appointed CEO from 1 January 2021
Executive/Non-Executive: 
Executive
Committee membership: 
None
Skills and experience:
•	 Gavin is a qualified accountant who 
has worked in a range of acquisitive, 
growth-focused businesses with 
an international footprint across 
several industries.
•	 He has held senior finance and 
strategy roles at Logica, Sodexo, 
PepsiCo and SABMiller.
•	 Gavin has served as CFO of three 
fast growth technology businesses.
•	 He joined XP Power as CFO in 
October 2017 and became CEO in 
January 2021.
External appointments: 
None.
Appointment date: 
5 October 2023
Executive/Non-Executive: 
Executive
Committee membership: 
None
Skills and experience:
•	 Matt is a Chartered Accountant and 
holds a degree in Engineering from 
Oxford University.
•	 He has a broad strategic and 
operational skill set, with over 
25 years’ experience within 
international businesses at group 
and divisional level.
•	 Matt held strategic and financial 
roles at BPB plc, Saint-Gobain and 
Ferguson plc, including Finance 
Director for Ferguson’s largest 
US division. He served as CFO at 
Luceco plc, a FTSE Main Market 
designer and manufacturer of LED 
lighting, EV charging equipment 
and electrical wiring devices, from 
February 2018 until April 2023.
External appointments: 
None.
Board changes
Daniel Shook was appointed to the Board on 1 January 2025 and will be 
Audit Committee Chair from the conclusion of the Annual General Meeting in 
April 2025.
Andy Sng
Executive Vice President,  
Asia
Polly Williams
Senior  
Independent Director
Pauline Lafferty
Independent  
Non-Executive Director
Appointment date: 
24 April 2007
Executive/Non-Executive: 
Executive
Committee membership: 
None
Skills and experience:
•	 Andy has over 22 years’ experience 
in the power converter industry.
•	 He graduated from Nanyang 
Technological University with a 
degree in Electrical and Electronic 
Engineering, and an MBA from 
Manchester Business School.
•	 Prior to joining the Group, Andy 
held technical and commercial roles 
with Silicon Systems (Singapore) 
and Advanced Micro Devices 
(Singapore).
External appointments: 
None.
Appointment date: 
1 January 2016
Executive/Non-Executive: 
Non-Executive
Committee membership: 
Audit (Chair), Nomination, 
Remuneration, Board representative 
for ESG
Skills and experience:
•	 Polly is a Chartered Accountant 
and a former Partner at KPMG LLP. 
She resigned from her partnership 
in 2003 and has since held several 
Non-Executive Directorship roles.
•	 She formerly acted as Non-
Executive Director for Jupiter Fund 
Management plc between 2015 
and 2022.
External appointments: 
Polly is currently a Non-Executive 
Director at Royal Bank of Canada 
Europe Ltd, Senior Independent 
Director and Audit Committee Chair at 
The Rugby Football Union, Chair of the 
Board for RBC Brewin Dolphin Limited 
and Non-Executive Director and Audit 
Committee Chair at Videndum plc. She 
is also a Trustee and Chair of the Audit, 
Investment and Risk Committee for 
The Duke of Edinburgh Award.
Appointment date: 
3 December 2019
Executive/Non-Executive: 
Non-Executive
Committee membership: 
Remuneration (Chair), Audit, 
Nomination, designated NED for 
employee engagement
Skills and experience:
•	 	Pauline was formerly Chief People 
Officer at The Weir Group plc, a 
position she held between 2011 
and 2017.
•	 Between 1998 and 2011, she 
worked in executive search for 
The Miles Partnership and Russell 
Reynolds Associates. Prior to that, 
she worked in supply chain roles for 
Digital Equipment Corporation and 
Motorola.
•	 Pauline previously acted as Chair 
of the Remuneration Committee 
at Scottish Event Campus Limited 
and as a Non-Executive Director at 
Centurion Group.
External appointments: 
Pauline is currently a Non-Executive 
Director and Remuneration Committee 
Chair at Breedon Group plc.
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BOARD OF DIRECTORS
BOARD OF DIRECTORS

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Sandra Breene
Independent  
Non-Executive Director
Amina Hamidi
Independent  
Non-Executive Director
Daniel Shook
Independent  
Non-Executive Director
Appointment date: 
11 October 2022
Executive/Non-Executive: 
Non-Executive
Committee membership: 
Audit, Nomination
Skills and experience:
•	 Sandra is currently President of 
Consumer Care at Croda. 
•	 Prior to this, she spent three years 
as President of Regional Delivery 
and four years as President of 
the Personal Care Division and 
President of Croda in North 
America. Sandra has over 30 
years’ experience working across 
Croda’s market sectors in a variety 
of commercial roles, giving her 
an extensive understanding of 
customer needs. 
•	 Sandra took an instrumental role on 
numerous acquisitions conducted 
by Croda, and spent five years living 
and working in Asia, providing her 
with valuable insight into emerging 
markets and cultural differences.
•	 Sandra holds an MBA and has a BSc 
in Chemistry.
External appointments: 
Sandra is currently a Trustee Director at 
Edukos Education Trust.
Appointment date: 
11 October 2022
Executive/Non-Executive: 
Non-Executive
Committee membership: 
Remuneration, Nomination
Skills and experience:
•	 Amina is currently Managing 
Director of the ABB 
Instrumentation Business Line, 
within the measurement and 
analytics division. Her focus is on 
working with customers to achieve 
more sustainable industries.
•	 Prior to this, Amina served as 
Managing Director of ABB’s global 
power protection business from 
2013 to 2017, and as CTO for 
ABB’s electrification business from 
2017 to 2022.
•	 Amina has a PhD in Electrical 
Engineering from the French 
National Research Institute for 
Transportation Systems (INRETS), 
a bachelor’s degree in Mechanical 
Engineering and a master’s degree 
in Electrical Engineering from INPL, 
France.
External appointments: 
None.
Appointment date: 
1 January 2025
Executive/Non-Executive: 
Non-Executive
Committee membership: 
Audit, Remuneration, Nomination
Skills and experience:
•	 Daniel is currently Chief Financial 
Officer at IMI plc, the FTSE 100 
international engineering group. 
Having joined the IMI Board 
in 2015, Daniel has extensive 
financial management experience 
and knowledge of complex 
manufacturing processes across a 
range of global industrial sectors. 
He will be retiring from the IMI 
Board during 2025.
•	 Prior to this, Daniel was CFO and a 
member of the Executive Board at 
Borealis AG, having previously held 
senior financial and management 
roles at The BOC Group plc. Daniel 
was a Non-Executive Director and 
Audit Committee Chair of Ultra 
Electronics Holdings plc from 2019 
to 2022.
External appointments: 
Daniel is currently the CFO and an 
Executive Director at IMI plc.
Corporate Governance Statement 2024
The Board of Directors’ primary remit is to provide direction to shape the Group’s strategy and ensure this is being effectively 
executed within a structure that is well controlled, mitigates risk and is compliant with corporate and social responsibility. 
Good corporate governance emanates from the top, which is why the Board gives continued prominence to this area.
XP Power Limited was incorporated and is domiciled in Singapore; under the Singapore Companies Act 1967 (the Act). We are 
not required to follow the Singapore Code of Corporate Governance. The Company is listed on the London Stock Exchange 
and reports against the application of the principles of corporate governance contained in the UK Corporate Governance 
Code 2018 (the Code). 
We have clearly laid out how the principles of the Code have been applied under the areas of:
Areas
Heading
Page number
1
Board leadership  
and Company 
purpose 
Effective Board
Pages 108–110
Purposes, values and culture
Page 118
Governance framework and Board resources
Pages 112–115
Stakeholder engagement
Pages 119–121
Workforce policies and practices
Page 119
2
Division of 
responsibilities 
Board roles
Page 115
Independence 
Page 122
External commitments and conflicts of interest
Pages 108–110 and 122
Board activities and Key Matters Considered by the 
Board in 2024
Pages 116–117
3
Composition, 
succession and 
evaluation
Appointments to the Board
Page 126
Board skills, experience and knowledge
Pages 104 and 108–110
Board performance review 
Pages 127–128
4
Audit, risk and 
internal control
Financial reporting
Pages 130–133
External Audit and Internal Audit
Page 134
Review of the 2024 Annual Report
Pages 130–133
Internal financial controls 
Page 133
5
Remuneration
Linking remuneration with purpose and strategy
Pages 135–136
Remuneration Policy
Pages 150–157
Performance outcomes in 2024 and strategic targets
Pages 141–143
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BOARD OF DIRECTORS
CONTINUED
CORPORATE GOVERNANCE REPORT

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
 
 
 
 
The Board drives our purpose, vision and strategy and is 
committed to ensuring the Company’s culture is aligned to 
support these and embedded across the business. 
 
READ MORE ABOUT THIS ON PAGES 118–119
The Group’s response to the challenging market 
conditions during 2024, while continuing to invest in our 
customer relationships and long-term growth initiatives 
demonstrates the important characteristics of proactivity 
and decisiveness, which are necessary to successfully 
navigate periods of uncertainty. 
 
READ MORE ABOUT THIS ON PAGE 120
Daniel Shook joined the Board on 1 January 2025 and in 
line with succession plans will take on the role of Audit 
Committee Chair from the conclusion of the 2025 Annual 
General Meeting. 
 
READ MORE ABOUT THIS ON PAGE 126
The Board is committed to actively engaging in open 
communication with all stakeholders to ensure we focus 
on and effectively address the most material issues.
 
READ MORE ABOUT THIS ON PAGES 119–121
The Board drives long-term Company success through effective 
governance, strategy and operational oversight.
Developing a first-
class culture
Our Board in  
action
Board changes: our 
new Non-Executive 
Director and Audit 
Chair designate
Engaging with  
our stakeholders
Membership: 6 Independent Non-Executive Directors
Reviews and considers the appointment of new Directors, and 
succession planning for the Board and Executive Leadership Team.
NOMINATION COMMITTEE REPORT PAGES 123—128
Membership: 4 Independent Non-Executive Directors
Provides oversight of financial reporting, the audit process, the 
Company’s system of internal controls and compliance with laws and 
regulations.
AUDIT COMMITTEE REPORT PAGES 129—134
Membership: 4 Independent Non-Executive Directors
Sets the Remuneration Policy for the Executive Directors and 
Executive Leadership Team.
REMUNERATION  COMMITTEE REPORT PAGES 135—157
Reviews, identifies and controls information on the Company which 
is, or has the potential to become, Inside Information, ensuring it is 
handled in accordance with procedures and regulatory requirements.
The CEO and ELT lead internal councils and committees that provide 
governance oversight on key business activities. These include:
•	
Health and Safety Council – delivering the strategy for health 
and safety across the Group
•	
Sustainability Council – providing oversight on environmental, 
social and governance initiatives
•	
Export Compliance Committee – oversees adherence to export 
control laws, licensing, and trade regulations
The role of the Board is to 
promote the long-term success 
of the Company, and establish its 
purpose, values and strategy.
The Board consists of the Chair, 
Senior Independent Director, three 
Executive Directors and four Non-
Executive Directors.
Certain matters are delegated 
to the main Board appointed 
Committees.
Manages the overall operations 
and resources of the Company 
in accordance with the Board-
approved strategy.
Our governance structure
Board of Directors
Nomination Committee: Chair, Jamie Pike
Audit Committee: Chair, Polly Williams
Remuneration Committee: Chair, Pauline Lafferty
Internal councils and committees
Disclosure Committee
Chief Executive Officer
Supports the CEO in the design, development and implementation of the Group’s strategic plans and objectives, by driving 
key business initiatives and providing leadership across all locations within the organisation.
 Executive Leadership Team (ELT)
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CORPORATE GOVERNANCE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Responsibilities of the Board
Chair
The Chair sets the calendar and agenda of the Board and facilitates these discussions. 
The Chair also initiates and co-ordinates the processes defined below, which evaluate the 
effectiveness of the Board and of individual Directors.
How our Chair promotes a culture of openness
The Chair demonstrates objective judgement and conducts Board meetings to support a 
culture of openness and debate to ensure all views are heard and considered, and facilitates 
an appropriate level of challenge and the effective contribution of all Non-Executive Directors. 
A review of Board effectiveness is conducted each year. The 2024 review was supported by 
internally facilitated anonymous questionnaires. Following the full independent review that 
was conducted in 2022; the next full independent review will take place in 2025.
Executive Directors
Other than their normal attendance and participation in discussions at Board meetings, the 
Executive Directors are responsible for the day-to-day running of the Company and the 
implementation of the agreed strategy.
Senior Independent 
Director (SID)
The Senior Independent Director supports the Chair in their role and acts as an intermediary 
between other Directors. The SID leads the Non-Executive Directors in the annual evaluation 
of the Chair and is also available to shareholders if they have concerns that contact through 
the Chair, CEO or CFO has failed to resolve.
Polly Williams is the Senior Independent Director.
Non-Executive Directors
Challenge and support the Executive Directors and act in the best interests of the Company’s 
stakeholders. The Non-Executive Directors actively participate in the review and determination 
of the Company’s strategy.
Designated Non-
Executive Director
The designated Non-Executive Director is responsible for engaging with the workforce 
and ensuring that their views and interests are considered in Board discussions and 
decision-making.
Pauline Lafferty is the designated Non-Executive Director for employee engagement.
Polly Williams is the Board representative for ESG matters.
Our approach to governance
Our governance structure helps foster the development of 
good governance practices across the Group. 
The Board delegates certain of its responsibilities to its 
Nomination, Remuneration and Audit Committees. Further 
details of the work, composition, role and responsibilities 
of these Committees are provided in separate reports on 
pages 124, 149 and 130. Each of the committees has terms 
of reference which were reviewed by the committees and 
the Board during the year. The performance of each of the 
committees is assessed annually as part of the performance 
review process described later in this report.
Board and committee meetings are arranged to occur at 
appropriate times to support decisions that need to be 
made throughout the year. Where appropriate, informal 
discussions take place, with updates and progress reports 
circulated between meetings. 
To ensure an effective flow of information the Chair consults 
with the CEO and, with support of the Company Secretary, 
proposes an agenda aligned with the agreed annual schedule 
of Board items and incorporating feedback from the Non-
Executive Directors. Board materials are distributed through 
a secure portal, with clearly identified action points for 
each agenda item as required. Minutes of each meeting 
are prepared and shared with attendees, while action lists 
are monitored and updated to ensure timely completion of 
key tasks.
The Board delegates operational matters to the Executive 
Directors, except for matters specifically reserved for the 
Board. The schedule of matters reserved for the Board is 
reviewed annually and can be accessed on the Company 
website at corporate.xppower.com. Further information on 
the matters reserved can be found on page 121.
Division of responsibilities
The roles of Chair, Senior Independent Director and CEO are 
formalised, with a clear division of responsibility between 
their roles. The Chair is responsible for leading and the 
management of the Board and its overall effectiveness in 
directing the Company. The Senior Independent Director is 
responsible for providing support for the role of Chair and 
leading the succession process for the Chair’s appointment. 
The CEO is responsible for the day-to-day running of the 
Company and execution of our strategy. The CEO and CFO 
ensure that Directors receive accurate, timely and clear 
information to discharge their duties.
To ensure the Board is effective, we review and monitor the 
skill set of Directors.
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CORPORATE GOVERNANCE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Board activities
At each meeting, the Board receives a business update and outlook, Global Health and Safety report, an update on 
governance matters and summary of Board Committee activity. Other key activities covered by the Board during 
2024 are shown below.
2024
Annual Results and
investor roadshow
Q1 Trading Update,
Annual General Meeting
Consideration of 
unsolicited approach, 
Cybersecurity update 
Rejection of unsolicited 
approach
Interim Results and 
investor roadshow, 
Review of Company culture, 
Feedback from employee 
engagement survey, 
Amendment and extension 
of RCF, sustainability update
Q3 Trading Update, 
infrastructure planning, 
Risk Review
Board and committee 
performance review
Q4 and Full-Year 
Trading Update
Appointment of NED, 
Feedback from NED-led 
employee engagement 
sessions, Product growth 
plan reviewed
MARCH
APRIL
JUNE
JULY
MAY
AUGUST
SEPTEMBER
OCTOBER
NOVEMBER
JANUARY
DECEMBER
2025
Key matters considered by the Board
Strategy and operations
 Stakeholder engagement
•	 Reviewed business performance and strategic priorities 
at each Board meeting and trading updates made to 
the market
•	 Discussed future infrastructure plans for the supply 
chain, including recommencing the Malaysia facility build, 
to strengthen resilience
•	 Evaluated product growth and development strategies
•	 Received updates on the transfer of production from 
North America to Asia to maintain flexibility to effectively 
support future demand 
•	 Received a presentation on the impact of product cost 
inflation
•	 Monitored global health and safety reporting dashboards 
and received updates on key initiatives, including ‘Safety 
Begins with Me’
•	 Reviewed results of employee and stakeholder surveys, 
and analysis of shareholder feedback from investor 
roadshows
•	 	Continued to consult with shareholders on remuneration 
matters
•	 Received feedback from employee engagement sessions 
held by NED, Pauline Lafferty
•	 Reviewed site employee engagement plans
•	 Communicated and engaged with stakeholders on 
executing cost-saving activities
•	 Monitored actions taken to support the delivery of 
supply chain strategy
•	 Discussed our net promoter scores and feedback from 
customers
 Financial and risk management
 Governance and reporting
•	 Monitored inventory, cost-reduction measures and 
cash and liquidity management during slower market 
conditions
•	 Considered outlook and approved the planned budget 
for 2024
•	 Approved amendment and extension to the Group’s 
finance facilities
•	 Considered and confirmed the Group’s risk appetite, 
discussed and agreed principal and emerging risks and 
uncertainties across the Group
•	 Received an update briefing on cybersecurity
•	 Reviewed a valuation of the business, to assess its 
financial position and growth potential
•	 Approved interest rate risk management policy
•	 Reviewed approach to insurance programme renewal
•	 Oversaw tender process for new Internal Auditor
•	 Assessed the financial performance of the Group, 
approved the Half- and Full-Year financial statements and 
the Annual Report and Accounts
•	 Received updates on key legal, regulatory and corporate 
governance matters and discussed implications from the 
2024 UK Corporate Governance Code
•	 Approved updated policies and procedures to support 
compliance with the UK Market Abuse Regime
•	 Reviewed and discussed outcomes from the internal 
Board effectiveness review
•	 Reviewed and updated the composition of Board 
Committees
•	 Reviewed and approved annual Modern Slavery 
Statement
•	 Approved AGM Notice and discussed reports on AGM 
voting and proxy agency feedback
 Leadership and people
Sustainability
•	 Assessed current composition of the Board including 
tenure, skills, experience and diversity characteristics, to 
inform succession planning
•	 Recruited a new NED and Audit Chair designate, 
appointing Daniel Shook from 1 January 2025 
•	 Monitored the Group’s culture, and site employee 
engagement plans
•	 Reviewed diversity and inclusion initiatives, including 
Board-level policy
•	 Reviewed the results of 2024 employee engagement 
survey and resulting actions
•	 Maintained oversight of sustainability strategy, including 
development of our Sustainability Council and progress 
against SBTi-registered targets and reducing Scope 2 
greenhouse gas emissions
•	 Received an update on TCFD risks, opportunities and 
annual reporting
•	 Received customer feedback on the Group’s sustainability 
activity
•	 Approved revised Human Rights Policy
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CORPORATE GOVERNANCE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Health and safety
The Board is committed to providing all employees, contractors and partners across the Group with a safe working 
environment. Health and safety at XP is sponsored by the Executive Leadership Team who are committed to ensuring 
everyone has the resources and support needed to build a safe workplace. The CEO reviews health and safety reports from 
the Group, and the Board receives a structured update, including statistics on any health and safety issues, education and 
training activities and an update on the global agenda for health and safety matters. 
We have a strong safety governance structure which helps to ensure safety is prioritised and continuously improved. Regional 
councils monitor safety performance, ensure consistency and provide support across all sites. Each site also has a dedicated 
safety champion and safety committees represent our teams, which work to identify potential safety issues and implement 
corrective actions.
During 2024 we had a particular focus on health and safety for all our employees with an improved global approach via the 
'Safety Begins with Me' initiative. This initiative is helping to embed a proactive team-based safety culture that reinforces our 
shared responsibility for safety; encouraging open communication and reporting to prevent issues before they arise. 
Developing a first-class culture
The Board is responsible for setting the tone for the culture of the Company, upheld by its values of Integrity, Knowledge, 
Speed, Flexibility and Customer Focus. The Board continues to fulfil its role to influence and monitor the right culture 
throughout the Company, ensuring desired beliefs and behaviours are emulated inside and outside of the Boardroom, as set 
out below.
Action
Description
Review results and 
updates from employee 
engagement surveys
Throughout 2024 the Board continued to review the results of cultural and engagement 
surveys. Trends in employee satisfaction are monitored to understand how the core values 
of the Company have been embraced.
Engagement surveys
Gallup engagement surveys continued to inform the Board on employee engagement and 
the Company are committed to their continued use to assess our employees’ views.
Code of Conduct training
Our Code of Conduct is reviewed annually. Training is required by all employees to ensure 
governance is understood and core values are reinforced.
Senior leadership 
communication
The Executive Leadership Team held regular global updates, topics covered included 
strategy and upcoming priorities. Attendees then cascaded the key themes from these 
sessions to their teams.
Sustainability impact 
assessment
The Sustainable Development Working Group includes representatives from all regions and 
key business functions and the Sustainability Council, identify and monitor areas for focus 
across our sustainability agenda and report on progress as we drive towards our goal of net 
zero carbon by 2040.
Cultural alignment
To monitor our culture the Board reviews all employee surveys, receives updates and presentations from leadership, and 
directly engages with a broad range of employees ensuring culture, group-wide, is aligned to our purpose, values and strategy. 
The Company operates a whistleblowing hotline enabling employees to raise any concerns. Any potential misalignments to 
our desired culture are explored to understand how to address these. More details on our Whistleblowing programme can be 
found on page 92.
The output and observations from 
employee engagement help us ensure 
our culture is supportive of our 
strategic growth plans.
PAULINE LAFFERTY
DESIGNATED NON-EXECUTIVE DIRECTOR FOR 
WORKFORCE ENGAGEMENT
How we ensured employees’ 
voices were heard by the  
Board in 2024
During the year, I held four virtual employee 
engagement sessions across sites in the US, Europe 
and Asia. I had the opportunity to speak with 
employees at different levels of the organisation 
and am grateful for their engagement. The sessions 
were designed to encourage open and honest 
communication in which employees could share 
their views on their working environment and ask 
any questions on any topic, including executive 
remuneration and the wider pay policy.
A wide range of topics were covered in 
these sessions including Company culture, 
communication, operational initiatives as well 
as input on what would enhance the experience 
of people working at XP. Communication is a 
particular focus point that was discussed in these 
sessions.
The output and observations from these sessions, 
along with submissions from the anonymous 
employee surveys, internal communications and 
building the foundations of performance culture 
were discussed at subsequent Board meetings.
How we uphold culture across 
our workforce and encourage 
engagement
We have several processes to ensure the views of 
employees are requested and assessed. Employees 
complete the Gallup Q12 survey annually, which 
is benchmarked against a broad range of other 
companies, ensuring our culture and engagement 
are supportive of our strategic growth plans. For 
areas of the organisation where variable employee 
engagement has been identified, plans have been 
implemented to facilitate leadership coaching, 
regular visits from central teams, informal sessions 
with management.
To promote engagement each site has a tailored 
development plan and calendar of engagement 
events throughout the year. Monthly calls with 
regional senior leadership teams help build 
direct communication, and have been valuable 
in improving the quality and transparency of 
information provided to our employees, especially 
during the difficult process to right-size our cost 
base for current demand and expected recovery.
THE BOARD
AUDIT COMMITTEE
LIVE COMMUNICATION MEETINGS
SPECIFIC ANONYMOUS EMPLOYEE SURVEYS
CONFIDENTIAL, INDEPENDENT WHISTLEBLOWING HOTLINE
ENGAGEMENT WITH THE WORKFORCE –
Designated Non-Executive Director, Pauline Lafferty
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STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Our Board in action:
Product growth plan
Through continued focus and investment on product 
development the Board has overseen the creation of a 
strong pipeline of new products scheduled to be launched in 
2025. These are both standard product platforms, that will 
protect our core capabilities, and custom developments that 
will help meet the needs of our customers. The opening of 
our new Innovation Centre in Silicon Valley also provides an 
outstanding facility with the ability to design and engineer 
prototypes close to our customers as well as expediting the 
time-to-market for some of our customised products.
Infrastructure planning
Following strategic decisions on the location of our 
global manufacturing facilities, the Board has monitored 
a significant project undertaken by the Group to transfer 
production of HVHP and RF products from our East Coast 
sites in the US to our manufacturing sites in Asia. This 
has allowed us to lower the manufacturing costs of these 
products as well as adding additional resilience to our supply 
chain. We expect to see cost benefits from 2025 when 
production volumes will increase in Asia.
At the end of 2023, we paused the construction for our new 
manufacturing facility in Malaysia. This will recommence in 
2025 and will secure long-term capacity as well as mitigating 
macro and geo-political headwinds in Asia.
Risk management and internal control
The Board is responsible for the Company’s overall 
approach to risk management. It has an ongoing process 
for identifying, evaluating and managing the emerging and 
principal risks faced by the Group, which is set out in the 
Managing Our Risks section on pages 39–52. This risk 
management framework and related processes have been in 
place throughout the year, with the framework ensuring that 
risk management is embedded in the day-to-day operations 
of the business. 
While the Board retains overall responsibility for risk 
management, the delivery of risk management processes is 
overseen on a day-to-day basis by the Executive Directors 
and the senior leadership team. This includes the delegation 
of responsibility for the effective operation of established 
processes and key controls to managers across the business. 
Examples of these key controls are:
•	 using authority matrices to clearly define who can 
authorise particular transactions, transfer funds, commit 
Group resources and enter into particular agreements;
•	 monthly reporting of management accounts and key 
metrics to senior management, with performance 
measured to budget and material variances reported to 
the Board;
•	 quality control checks throughout our manufacturing 
process, burn-in, electrical testing to detect early failures, 
100% functional testing and quality inspection; and
•	 disaster recovery and business continuity plans 
maintained at all key facilities.
Details of the internal controls of the Company, and how 
the Board and the Audit Committee assess the operational 
effectiveness of internal controls and risk management 
systems during the year, and up to the date of approval of 
the Annual Report and Accounts, are set out as part of the 
Audit Committee Report on page 133. During the year, no 
significant internal control issues were identified.
Shareholder communication
The Company encourages and enables effective engagement 
with shareholders and stakeholders in several ways. For 
institutional and private investors, the Group engages in 
open dialogue and responds quickly to all queries. The Group 
uses its website (corporate.xppower.com) to ensure private 
investors have access to the same information as institutional 
investors; this includes investor presentations and video 
interviews with the CEO and CFO on the morning of the 
publication of the interim and annual results. The Company’s 
website has information which covers products, markets, 
strategy, business model, growth drivers and its investment 
proposition. 
Interested parties can register for the Group’s email alert 
service on this website to receive timely announcements and 
other published information from time to time.
The Chair and Senior Independent Director make themselves 
available to meet shareholders as required, to understand 
their views on governance and business performance. To 
enable Board members to stay connected with the opinions 
of our shareholders, they receive feedback from our brokers 
and financial PR company following meetings.
The Remuneration Committee Chair consults with major 
shareholders regarding significant decisions on Executive 
remuneration, including any proposals to update the 
Directors’ Remuneration Policy, which was last approved by 
shareholders at the April 2023 AGM.
At the Annual General Meeting in April 2024, Resolution 14, 
to authorise the Directors to allot shares up to two-thirds 
of the Company's issued share capital was approved by 
75.89% of the votes cast. The voting outcome was primarily 
the results of two significant shareholders voting against 
the Resolution. The Board actively engaged with those 
shareholders and feedback indicated that the votes reflected 
the application of their internal policies as applied to all their 
investments, which either specifically oppose the principle of 
Directors' authority to allot shares or have a lower threshold 
for the issuance of new shares than that proposed in the 
Resolution. The Company is dedicated to maintaining open 
communication with shareholders and values their feedback 
and insights.
Constructive use of the AGM
Certain Directors are available at the Annual General 
Meeting (AGM) to answer any questions from shareholders. 
However, given that we have a Singaporean Parent 
Company, we recognise it is not generally convenient for our 
UK-based investors to attend this meeting.
Our CEO and CFO are available throughout the year to 
answer questions from shareholders.
Substantial shareholders
We have safeguards to monitor transactions by major 
shareholders of the Company, including reviewing our major 
shareholders’ holdings on a quarterly basis and monitoring 
any regulatory notifications of acquisition or disposal by 
major shareholders.
As at 31 December 2024, the Company had been notified, 
pursuant to DTR5, of the following interests in voting rights, 
attached to ordinary shares and financial instruments relating 
to the share capital of the Company: 
Number
of voting
rights
% of
voting
rights
Kempen Capital 
Management N.V.
1,190,000 
6.03 
Montanaro Asset 
Management Limited
1,376,000 
5.81 
Odyssean Investment Trust 
PLC 
1,050,000 
5.32 
Ameriprise Financial, Inc 
1,040,978 
5.27 
Aberforth Partners LLP
1,232,646
5.21
Janus Henderson Group plc 
989,741 
5.02 
Mawer Investment 
Management Ltd.
967,699
4.93
The Capital Group 
Companies, Inc.
861,669
4.47
As at 28 February 2025, no further notifications have been 
received by the Company in accordance with DTR5.
Matters reserved for the Board
These matters are specifically reserved for the Board’s 
decision:
•	 Opinion on the Group’s viability and going concern.
•	 Approval of strategic plans, financial plans and budgets, 
and any material changes to them.
•	 Oversight of the Group’s operations, ensuring competent 
and prudent management, sound planning, an adequate 
system of internal control, and adequate accounting and 
other records.
•	 Changes to the structure, size and composition of 
the Board.
•	 Consideration of the independence of Non-Executive 
Directors.
•	 Review of management structure and senior management 
responsibilities.
•	 With the assistance of the Remuneration Committee, 
approval of remuneration policies across the Group.
•	 Final approval of interim and annual financial statements 
and accounting policies.
•	 Approval of the dividend policy.
•	 Approval of the acquisition or disposal of subsidiaries and 
major investments and capital projects.
•	 Delegation of the Board’s powers and authorities, 
including the division of responsibilities between the 
Chair, CEO and other Executive Directors.
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STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Conflicts of interest and time 
commitment
The Board considers its Directors’ interests and any conflicts 
that these may present at every Board and Committee 
meeting. 
It is important that Non-Executive Directors have sufficient 
time to meet their Board responsibilities. The Non-Executive 
Directors provided constructive challenge, strategic 
guidance, specialist advice and held management to account 
during 2024.
No Directors had any significant changes to their outside 
commitments during 2024, and each devoted significant time 
to their XP Power Board responsibilities during the year. All 
Directors attended all Board meetings during the year.
Following the Chair’s review of each Director, the Board is 
satisfied that all Directors remain committed to the Company 
and have devoted the appropriate amount of time and effort 
to their role.
Change in Directors’ responsibilities
Daniel Shook joined the Board as Non-Executive Director 
on 1 January 2025, and became a member of the Audit, 
Remuneration and Nomination Committees from the same 
date. He will become Audit Committee Chair from the 
conclusion of the Annual General Meeting in 2025 when 
Polly Williams steps down from this role.
Polly will continue as a member of the Audit Committee 
and will remain in her role as Senior Independent Director, 
to support the Board and provide continuity through the 
succession process until her successor is appointed.
Additionally, Jamie Pike stepped down as a member of the 
Remuneration Committee in February 2024.
Board independence
The Board consists of six Non-Executive Directors, including 
the Chair, and three Executive Directors. All Non-Executive 
Directors are considered to be 100% independent. There is 
a clear division of responsibilities between the Executive and 
Non-Executive Directors.
The Board recognises that Polly Williams has served on 
the Board for nine years from 1 January 2025 and would 
therefore not be considered independent based on provision 
10 of the Code during 2025. However, the Board’s view is 
that she is considered as retaining her independence and is 
providing valuable expertise, in part informed by her long 
service as Director. 
Details of the beneficially-owned ordinary shares in the 
Company held by the Non-Executive Directors are detailed in 
the Remuneration Committee Report on page 144.
Anti-takeover measures
As a policy, we do not have any devices that would limit 
the ability to perform a takeover of XP Power. This includes 
devices that would limit share ownership and/or issue new 
capital for the purpose of limiting or stopping a takeover.
Voting
Our capital structure is such that one vote is afforded per 
ordinary share.
Dear shareholder,
I am pleased to present our Nomination Committee Report for 2024. 
The main Committee-led activity this year was our search for new 
Non-Executive Directors to fulfil the roles of Audit Committee Chair 
and Senior Independent Director. This was part of planned Board 
succession, as Polly Williams was approaching nine years of service as 
a Non-Executive Director on the Board. Following the conclusion of 
our first search process, we are pleased to welcome Daniel Shook as a 
Non-Executive Director on the Board from 1 January 2025. Daniel has 
also been appointed as a member of the Nomination, Remuneration 
and Audit Committees and will take over from Polly Williams as the 
Audit Committee Chair from the conclusion of the Annual General 
Meeting in April 2025 to allow for a smooth transition of this role. 
Polly will stand for re-election at the upcoming AGM and will continue 
as Senior Independent Director until a successor is found, following 
which she plans to step down from the Board.
In February, in line with the Code, the Committee led a full review 
of the composition of the Board’s Committees, considering their 
members’ skills and expertise. This review resulted in me stepping 
down from the Remuneration Committee, a role I had taken on when I 
initially joined the Board as a Non-Executive Director.
Board Diversity and Inclusion Policy targets were considered during 
the year, ensuring we maintain the Listing Rules requirements 
pertaining to diversity. We are pleased to have over 40% female 
Board representation. The Committee received a Group diversity 
and inclusion activity update, which showcased projects that the 
Sustainability Committee worked on to embrace workforce diversity 
and inclusion. These initiatives included a series of four speakers in 
celebration of International Women’s Day, featuring a talk on “The 
added value of diversity and inclusion: why should any company care?” 
and choices in career development from our Non-Executive Director, 
Sandra Breene. Examples from site engagement programmes aimed at 
enhancing engagement and fostering inclusion were also highlighted.
Discussions on Board succession remain ongoing to ensure a proactive 
and forward-looking approach. Throughout 2024, the Committee 
reviewed the leadership needs for senior management and will 
continue to evaluate the Board’s and senior management’s strengths 
and depth of talent, so we recruit, retain, and develop capabilities 
necessary to support the business strategy.
Our focus in 2025 will be implementing the succession for the 
Audit Committee Chair role and concluding the search for a Senior 
Independent Director.
JAMIE PIKE
NOMINATION COMMITTEE CHAIR
4 March 2025
The Company has held 
a number of events 
throughout the year 
embracing workforce 
diversity and inclusion.
JAMIE PIKE
NOMINATION COMMITTEE CHAIR
COMMITTEE  
MEMBERSHIP
Jamie 
Pike 
Chair
Polly 
Williams
Pauline 
Lafferty
Sandra 
Breene
Amina 
Hamidi
Daniel  
Shook1
1	 	From 1 Jan 2025.
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CONTINUED
NOMINATION COMMITTEE REPORT

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Governance
The Nomination Committee consists of Jamie Pike (Chair), 
Pauline Lafferty, Polly Williams, Sandra Breene, Amina 
Hamidi and Daniel Shook (appointed from 1 January 2025). 
On the Committee, 100% of members are considered to be 
Independent Non-Executive Directors. 
Where appropriate, the CEO attends meetings (on request) 
to present to, or consult for, the Committee.
The Committee assesses new Director appointments, and 
all Non-Executive Directors are involved in the appointment 
of proposed candidates. The whole Board votes on new 
Director appointments.
The Committee met formally three times during the year:
Members
Attendance
Jamie Pike (Chair)
3/3
Pauline Lafferty
3/3
Polly Williams
3/3
Amina Hamidi
3/3
Sandra Breene
3/3
Responsibilities
The Committee’s main responsibilities are to:
•	 review the Board’s structure, size and composition, 
including skills, knowledge, capabilities, experience and 
diversity;
•	 review Directors’, and other senior Executives’, succession 
planning considering future skills and expertise needed 
on the Board;
•	 be responsible for identifying and nominating candidates 
to fill Board vacancies;
•	 review the organisation’s leadership needs, both 
Executive and Non-Executive, to ensure the organisation 
can effectively compete in the marketplace; and
•	 review the results of the Board performance review 
process that relate to Board composition and succession 
planning.
The Nomination Committee’s Terms of Reference are 
reviewed annually and are available in the Corporate 
Governance section of the Company’s investor relations 
website corporate.xppower.com.
Committee evaluation
Like other Board committees, we performed an internal 
anonymous online evaluation survey to gain feedback on the 
Committee’s effectiveness. The results were positive with no 
significant issues identified, indicating effective committee 
operation.
Board diversity
The Committee considers that Board and Company diversity 
and inclusion are not only the right thing to do but also 
essential for business growth, innovation, talent attraction 
and retention, and customer engagement. We operate 
globally and acknowledge that cultural differences may exist 
in the countries in which we do business. We recognise that 
a diverse workforce reflects our markets and strengthens our 
ability to succeed in them. Similarly, a diverse Board brings 
a range of views and perspectives, enhancing decision-
making and overall effectiveness. At XP, we maintain a zero-
tolerance policy towards any form of discrimination.
We commit to equal opportunities in all our employment 
practices, procedures and policies. When hiring or promoting, 
we select the best candidate based on merit, irrespective 
of age, disability, gender reassignment, marriage and civil 
partnership, pregnancy and maternity, race, country of origin, 
nationality, cultural background or ethnicity, religion or belief, 
sex or sexual orientation and gender identity or expression, 
including LGBTQ+, or the membership/non-membership of 
any trade unions. These same principles apply when selecting 
business partners and appointments to the Board and its 
committees.
Our Board Diversity and Inclusion Policy was reviewed and 
updated during the year to align with the updates to the 
2024 UK Corporate Governance Code. The policy reinforces 
our commitment to diversity, inclusion and equal opportunity 
while setting measurable objectives that adhere to the Listing 
Rules diversity guidance. Progress against these objectives 
was monitored. The Policy reflects our commitment to using 
open advertising or partnering with external executive search 
firms that have signed up to the Voluntary Code of Conduct 
for Executive Search Firms, ensuring balanced and inclusive 
shortlists for all appointments.
The Committee is pleased to report that since the 
appointment of Daniel Shook, the Board currently comprises 
nine members, four of whom are women (44%), and two of 
whom are ethnically diverse, according to the definition in 
the Listing Rules. Our Senior Independent Director is female. 
The composition of nationalities within the Board includes 
six British individuals, one with dual British and American 
nationality, one Singaporean and one whose nationality is 
French and Algerian.
On the Board Committees, female representation is:
Remuneration Committee
Audit Committee
Nomination Committee
  Male
  Female
75%
25%
25%
75%
33%
67%
As an international business, XP Power understands and meets the aspiration for a diverse leadership group. Full details of 
gender and ethnic representation, as prescribed by UK Listing Rule 6.6.6, are set out in the following tables. The Board and the 
Executive Leadership Team completed a diversity disclosure to confirm which categories in the following table they identified 
with. At the end of the year, the Board was fully compliant with the Listing Rules diversity guidance.
Gender representation as at 31 December 2024
Number 
of Board 
members
% of the 
Board
Number of 
senior Board 
positions 
(CEO, CFO, 
SID, Chair)
Number in 
Executive 
management*
% of 
Executive 
management
Men
4
50%
3
8
80%
Women
4
50%
1
2
20%
Not specified/prefer not to say
–
–
–
–
–
Ethnic representation as at 31 December 2024
Number 
of Board 
members
% of the 
Board
Number of 
senior Board 
positions 
(CEO, CFO, 
SID, Chair)
Number in 
Executive 
management*
% of 
Executive 
management
White British or other White (including 
minority-white groups)
6
75%
4
8
80%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
1
13%
–
2
20%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
1
13%
–
–
–
Not specified/prefer not to say
–
–
–
–
–
* 	 Executive members of the Board are included in both the Board and Executive management figures.
Our Board and Company Diversity and Inclusion policies are available on our website at corporate.xppower.com.
Board skills, experience, and composition
We commit to having the right blend of skills, expertise, 
commitment and experience when selecting suitable 
candidates. 
The Board’s size, structure and composition is regularly 
reviewed to ensure it executes our strategy effectively. 
The Board’s composition and its committees were recently 
updated with the appointment of our new Non-Executive 
Director, which provided an opportunity to target, and 
benefit from, additional skills, expertise and experience.
The Committee assesses the Board’s collective skill set using 
a matrix, which includes relevant skills held by our Directors. 
The matrix is reviewed regularly to help identify gaps, which 
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STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
are addressed through future appointments or additional 
Board education and updates. Skills include industry-specific, 
and non-industry-specific skills, such as strategic human 
resource management, business development and managing 
growth, and ESG and climate experience.
We consider the Board’s structure, balance of skills and 
diversity to be appropriate as demonstrated in the charts 
and matrix on pages 104—105. Individual Directors’ skills 
and experience are set out in their biographies on pages 
108—110.
Appointments to the Board and Director 
re-election
Daniel Shook was appointed to the Board on 1 January 2025 
and will offer himself for re-election at the forthcoming 
AGM. Each relevant Director will offer themselves for re-
election each year. A simple AGM majority vote is required 
for Director re-election.
Board development in 2024
During 2024, as part of the Board’s continuing development, 
members received in-depth presentations on critical topics to 
enhance their understanding and decision-making, including 
an overview of the Semiconductor Manufacturing industry, 
highlighting its challenges and opportunities, an update on 
cybersecurity to inform the Board on the Group’s response to 
evolving risks, and insights into sustainability initiatives that 
align with the Group’s strategic priorities and environmental, 
social and governance commitments. The Board also reviewed 
a valuation of the business to assess its financial position and 
growth potential. Board members engaged in a presentation 
and discussion on the implications of updates to the UK 
Corporate Governance Code, focusing on the practical impact 
on the Board’s additional responsibilities and its Directors’ 
duties.
Appointing our new Non-Executive Director 
and Audit Committee Chair designate
Overview of candidate specification and search 
criteria
In July 2024, the Committee began its search for a new Non-
Executive Director with the right skills to Chair the Audit 
Committee and act as the Senior Independent Director. 
Executive search firm Russell Reynolds was engaged to lead 
the search. Russell Reynolds is independent of, and has no 
other connection with, the Company and its Directors. A 
comprehensive position specification was created detailing 
the role’s responsibilities and a candidate profile outlining the 
desired experience and expertise, leadership capabilities and 
cultural alignment. 
To ensure our diversity policy was considered from the 
outset, it was agreed that the search should include a 
focus on female candidates, although not to the exclusion 
of compromising on quality to fulfil the role. A long list of 
contenders was generated and appraised from a diverse 
range of potential candidates. The Chair reported that it had 
been challenging to identify candidates who are experienced 
and available to fill both the role of Audit Committee Chair 
and acting Senior Independent Director, so it was decided 
that the search would prioritise its focus on the Audit 
Committee Chair and the focus on female-only candidates 
would be removed. The two shortlisted candidates were 
interviewed by the Chair, CEO, CFO and the Non-Executive 
Directors. The Board agreed that Daniel Shook possessed 
the requisite skill set and the right qualities and capabilities 
to fulfil the role of Non-Executive Director and Audit 
Committee Chair as he brings significant financial and 
Board level experience. The process of appointing a Senior 
Independent Director is underway.
2024
July/ 
August
August/
September
October/
November
December
Developing a 
candidate profile
A candidate profile 
was developed in 
collaboration with 
executive search firm, 
Russell Reynolds. A 
search strategy was 
agreed and a candidate 
longlist was compiled.
Interviews and 
assessments
A shortlist of two 
candidates was 
compiled, who were 
interviewed by the 
Chair, CEO, CFO 
and Non-Executive 
Directors.
Role 
responsibilities 
were split out to 
focus on the Audit 
Committee Chair 
and the shortlist 
of candidates 
interviewed for 
the role.
Final decision
After the interviews, the Nomination 
Committee was unanimous in its final 
selection and recommendation to the Board 
that Daniel Shook be appointed as Non-
Executive Director and Audit Committee Chair 
designate. The appointment was approved 
by the Board and took effect on 1 January 
2025. The transition and appointment to the 
role of Audit Committee Chair will take effect 
following the conclusion of the Annual General 
Meeting in April 2025.
Board induction and training
Directors receive an induction programme tailored to their 
individual needs, which typically begins with meeting the 
Executive Leadership Team, and product and market training. 
Daniel Shook joined the Board in January 2025; he is an 
experienced listed company board member, currently a CFO 
of a FTSE-listed company, and has over 30 years’ knowledge 
of global manufacturing, supply chain and distribution 
companies. To commence his induction process, Daniel has 
received updates on the market in Asia and had introductory 
meetings with our external audit partner at PWC, to build 
this working relationship.
An example of a Board induction process is outlined in the 
infographic below.
Board induction process
Stage 01
  
Includes an overview of the structure, 
history, strategy, Board procedures, 
listing requirements and governance
Stage 02
  
Meeting members of the Executive 
Leadership Team, and external 
brokers and advisers as required
Stage 03
  
Visiting sites and accessing videos 
to understand the operations of the 
business and specific functional areas
Stage 04
  
Understanding what knowledge 
would be beneficial to enable the 
Board to function more effectively
Stage 05
  
Determining how best to train or 
impart the knowledge required
Stage 06
Implementation by way of training or 
specific site visits with presentations 
from functional areas
Board effectiveness
The Corporate Governance Code discusses the need for 
Board performance review, covering Board composition and 
diversity, and the effectiveness of members’ collaboration  to 
achieve objectives.
Each year, the Board conducts a review of its own 
performance and effectiveness, and that of its committees. 
An externally facilitated performance review is completed 
every third year, so the next one will be in 2025. For 2024, 
the review was conducted using an internal, anonymous 
online questionnaire, which covered all aspects of 
effectiveness: capabilities and communication; culture and 
practice; process and organisation; meeting rigour; and 
relationships. Directors were also asked to comment on what 
the Board should stop, start and continue doing. A “Board 
Dynamics” component, based on personality preferences, 
was also revisited to provide visibility over the Board’s 
characteristics.
Board performance review
Stage 01
  
Questions were reviewed and agreed 
by the Chair, the Company Secretary 
and the committee Chairs.
Stage 02
  
The Directors completed an 
anonymous online questionnaire, with 
questions that included whether they 
operate with independent judgement.
Stage 03
  
The results of the questionnaire were 
collated and a summary report was 
produced for the Board.
Stage 04
The report was discussed by the 
Board and improvement actions were 
determined.
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STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Overall, the Company achieved an favourable average 
score of 96% across all areas (based on Directors’ individual 
perceptions of Board effectiveness), acknowledging that the 
Board is operating effectively and in accordance with good 
corporate governance principles. There is a high degree of 
open dialogue, and trustful and supportive relationships 
between Board members. The review emphasised the 
importance of dedicating time to strategic discussions, 
enhancing the clarity and focus of Board materials to 
encourage open dialogue, strengthening engagement 
with members of the Executive Leadership Team and 
inviting experts to introduce new ideas and offer diverse 
perspectives for discussion.
The Board’s committee review formed part of the Board 
performance review process, with online questionnaires 
used to assess the Audit, Remuneration and Nomination 
Committees. The results were fed back to the respective 
committee Chair and were then reviewed and discussed by 
each committee.
The Chair and Non-Executive Directors regularly meet 
without the Executive Directors present, to ensure that 
potentially sensitive matters can be discussed. At least 
annually, the Senior Independent Director meets with the 
Non-Executive Directors, excluding the Chair, to evaluate the 
Chair’s performance.
2023 Board performance review progress
Following the 2023 Board performance review, the Board 
has allocated time to strategic and mid- to long-term 
planning. Based on feedback from the review, management 
formulated a list of strategic topics, which informed a series 
of ongoing updates and discussions scheduled throughout 
the year. The allocation of time to strategic discussion is still 
a priority, to align with the Group’s long-term goals. Plans 
for incorporating external input on hot topics are regularly 
evaluated throughout the year, recognising the importance 
of staying informed and proactive. The Board welcomes and 
values presentations that foster meaningful dialogue and 
they remain part of the Board’s commitment to continuous 
improvement to support its effectiveness.
COMMITTEE  
MEMBERSHIP
Polly 
Williams 
Chair
Pauline 
Lafferty
Sandra  
Breene
Daniel 
Shook1
1	 From 1 January 2025.
Dear shareholder,
I am pleased to present the 2024 Audit Committee Report, which will 
provide you with an insight into our work, the matters overseen and the 
focus of our deliberations during 2024.
During the year, the Committee assisted the Board in fulfilling its oversight 
responsibilities, with a focus on upholding the integrity of financial reporting, 
the effectiveness of the risk management framework, and our system of 
internal controls. Ethics and compliance matters, including planning for 
updates on the internal control elements of the revised 2024 UK Corporate 
Governance Code, were also considered.
As detailed throughout the Annual Report, 2024 has been a year of 
stabilisation, marked by responses to market challenges, including the 
industry-wide downcycle within the Semiconductor Manufacturing 
Equipment sector and a period of destocking in the Healthcare and 
Industrial Technology sectors.  
This report will provide the following information:
•	
The Audit Committee’s principal responsibilities and its governance
•	
Key activities reviewed by the Audit Committee, including regular 
annual review items and current areas of focus
•	
Discussions and actions with the external and internal Auditors on any 
significant judgements and/or issues
•	
Details of the ongoing review of the external Auditor and the amount 
of non-audit work undertaken
The Committee maintained strong oversight of the Group’s internal controls, 
risk management framework, and financial reporting throughout the year, 
ensuring these critical areas operated effectively. A risk assurance mapping 
exercise conducted during the year was reviewed and agreed upon by the 
Committee. This allowed the Committee to assess the effectiveness and 
coverage of the Group’s internal control framework, which provided a clear 
overview of the risks facing the business and the established corresponding 
controls and mitigation measures. A continued focus on optimising the 
internal audit agenda was ensured by directing resources according to 
critical need.  
The Audit Committee is satisfied with the Company’s risk management and 
internal controls, and the adequacy of the planned and resourced internal 
audit programme. At the end of 2024, Deloitte LLP concluded its role as the 
Company’s internal audit services provider. Following the completion of a 
tender process, the 2025 internal audit plan will be delivered by BDO LLP.
The Committee has recommended to the Board that the reappointment of 
PricewaterhouseCoopers LLP (PwC) as external Auditor should be proposed at 
the forthcoming AGM, and I hope you will support us in this resolution.
This is my last Committee report and I wanted to say how proud I am to have 
had this responsibility, and I would like to take this opportunity to thank the 
members of my Committee for their effort and diligence.
Following the recruitment process, which concluded in December,  
Daniel Shook was welcomed as a Committee member from January 2025. 
Daniel will replace me as Chair of the Committee from the conclusion of 
the Annual General Meeting in April 2025. He brings extensive financial 
management and manufacturing processes experience, which will be valuable to 
the Committee and the Board. Under Daniel’s leadership, the Audit Committee 
has the necessary experience, expertise and financial understanding, supported 
by the internal and external Auditors, to fulfil its responsibilities and continue 
monitoring, and contributing to, ongoing initiatives.
POLLY WILLIAMS
AUDIT COMMITTEE CHAIR
4 March 2025 
The Committee maintains 
strong oversight of 
internal controls and risk 
management ensuring 
these critical areas 
operate effectively.
POLLY WILLIAMS
AUDIT COMMITTEE CHAIR
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AUDIT COMMITTEE REPORT
NOMINATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Governance
All of the current Audit Committee members are considered to 
be independent Non-Executive Directors with financial and/or 
related business experience from senior positions in other diverse 
organisations. Polly Williams has been the Audit Committee Chair 
since 29 April 2022 and Daniel Shook will be appointed as Chair 
of the Committee from the conclusion of the Annual General 
Meeting in 2025. The Board is satisfied that Polly and Daniel 
have recent and relevant financial experience, representing 50% 
of the current Committee membership, as we move through the 
committee leadership transition. 
The Audit Committee met five times during 2024:
Members
Attendance
Polly Williams (Committee Chair)
5/5
Pauline Lafferty
5/5
Sandra Breene
5/5
Regular attendees at Committee meetings included the CEO, 
CFO, Group Financial Controller, Group Supply Chain and Asia 
Finance Director, Company Secretary, and external and internal 
Auditor representatives. The Committee also regularly met with 
management and with the external and internal Auditors without 
management present.
Committee evaluation
As part of the Board’s annual evaluation process, the Committee 
assessed its performance during the year. This review was 
supported by an anonymous, internal online survey. Key 
outcomes included identifying the need for ongoing development 
opportunities related to accounting rules, practices and 
regulations, and placing greater emphasis on internal audit 
requirements and their effective implementation.
The Committee concluded that it has adequate qualifications and 
skills to perform its responsibilities, particularly through  
Polly Williams’ financial and audit experience and, going forward, 
Daniel Shook’s in-depth financial management experience. 
Overall, the Committee concluded that its performance was 
effective in 2024, fulfilling its role in accordance with its Terms of 
Reference.
Responsibilities
The Committee is responsible for:
•	
ensuring the financial performance of the Group is properly 
reported and monitored;
•	
advising the Board on whether it believes the Annual 
Report and Accounts, taken as a whole, is fair, balanced and 
understandable;
•	
compliance with legal requirements;
•	
the adoption and correct implementation of accounting 
standards;
•	
meeting the requirements of the FCA’s UK Listing regime;
•	
assessing the Group’s internal control processes and 
assurance framework;
•	
assisting the Board in ensuring the levels of insurance for 
the group, tax policies and review of the analysis behind the 
going concern and viability statements are appropriate;
•	
reviewing any instances of fraud or whistleblowing;
•	
supervising the relationship and performance of the external 
and internal Auditors;
•	
assessing the effectiveness and quality of the external 
Audit; and
•	
reviewing the nature and extent of audit and non-audit 
services provided to the Group by the external Auditor.
The Audit Committee’s Terms of Reference are reviewed annually 
and are available in the Corporate Governance section of the 
Company’s investor relations website corporate.xppower.com.
Activities
The Audit Committee carried out its functions in accordance 
with Section 201B(5) of the Singapore Companies Act 1967 and 
consideration was given to the FRC’s Minimum Standard for Audit 
Committees. In 2024, the Audit Committee’s activities included:
•	
examining the Annual Report, discussing it with management 
and the external Auditor to assess whether the reports, 
taken as a whole, were fair, balanced and understandable 
prior to recommending these for Board approval;
•	
reviewing the balance sheet of the Company, consolidated 
financial statements of the Group and the independent 
Auditor’s Report before their submission to the Board;
•	
receiving reports from management and the external Auditor 
on key accounting issues and areas of significant judgement, 
reviewing and challenging these areas and the disclosure 
level. See “Consideration of significant financial reporting 
matters” for the principal matters discussed;
•	
reviewing how the Company’s management assisted the 
external Auditor;
•	
challenging management’s assumptions and analysis on 
the Group’s going concern basis of preparation, the long-
term viability statement and associated risk assumptions, 
the accounting policies and disclosures, financial reporting 
issues, assumptions and adjustments made, including those 
related to goodwill and capitalised product development. 
The Committee placed appropriate emphasis on its review 
of management’s severe but plausible downside modelling 
to ensure the Group’s capital structure can withstand 
unforeseen circumstance changes, while borrowing levels 
remain relatively elevated. The Committee ensures the 
details of such modelling are appropriately disclosed; 
•	
reviewing and recommending the viability statement and 
going concern statement to the Board;
•	
reviewing any dividend flows across Group entities;
•	
reviewing and approving the use of alternative performance 
measures (APMs) in the Annual Report;
•	
reviewing the Half-Year Report;
•	
planning for changes following the publication of the 2024 
UK Corporate Governance Code, including the definition 
of material risks with a view to defining material controls 
during 2025;
•	
reviewing the assurance map which describes all assurance 
activities to be undertaken over a multi-year cycle, and 
approving the internal audit plan;
•	
evolving the Group’s risk and compliance framework by using 
internal resources appropriately, directing the outsourced 
internal Auditor and reviewing the work scopes of the target 
areas, and assessing delivery methods for the future scope of 
the internal audit;
•	
reviewing the findings of the internal audit work and follow-
up of previous year’s reviews;
•	
managing and reviewing the external audit plan, including 
receiving plan delivery updates;
•	
reviewing reports from the external Auditor on the Group’s 
financial reporting and their observations on the internal 
financial control environment;
•	
reviewing the effectiveness of the Group’s internal controls 
and disclosures made in the Annual Report and financial 
statements;
•	
reviewing the approach taken to the Task Force on Climate-
related Financial Disclosures (TCFD);
•	
assessing the accounting principles to be adopted in the 
preparation of the statutory accounts; and
•	
reviewing any material issues of fraud, whistleblowing and 
litigation.
Fair, balanced and understandable
At its February 2025 meeting, at the Board’s request, the 
Committee reviewed the content of the 2024 Annual Report and 
Accounts. Following the Committee’s review and incorporation 
of its comments, it confirmed that the document was true and 
fair, that the external Auditor’s work was effective, and that 
the process supporting the viability statement was robust. 
The Committee considered that the 2024 Annual Report and 
Accounts, taken as a whole, was fair, balanced and understandable 
and provided the information necessary for shareholders to assess 
the Group’s position, performance, business model and strategy.
To assist in the assessment process, the Committee considered: 
•	
external Auditor comments as part of its review of narrative 
reporting;
•	
reviews of the monthly management accounts, enabling 
trends to be monitored through the year;
•	
the Group’s use of APMs, including the appropriateness of 
their current use and disclosure in the financial statements 
and Strategic Report;
•	
evidence around the content and process for preparing the 
2024 Annual Report and Accounts provided by management;
•	
reviews of the Annual Report undertaken at different levels 
of the Group, with an opinion that the reporting meets the 
required standards confirmed to the Committee; and
•	
reviews of the narrative reporting by all Directors prior 
to formal consideration of the draft Annual Report by 
the Board.
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AUDIT COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Consideration of significant financial reporting matters
Regarding the 31 December 2024 financial statements (pages 169—229), the Audit Committee considered the following 
topics, which are considered significant due to the level of materiality and degree of judgement exercised by management. 
The Committee questioned the judgements and estimates made on each significant matter and deemed them appropriate and 
acceptable.
Significant matters for the year ended 
31 December 2024
How the Audit Committee addressed these 
matters
Conclusion
Valuation of 
goodwill
The carrying value of 
goodwill is a material item 
on the Group balance 
sheet and may require 
impairment if expected 
future benefit of cash-
generating units reduces.
Impairment assessments are performed at least annually 
by management to generate discounted cash flows for 
each cash-generating unit (CGU) and provide comfort 
over the balance sheet value.
The Committee challenges the appropriateness of 
judgements and forecasts used in management’s 
impairment assessment, including the calculation 
of WACC rates, including material assumptions and 
forecast growth rates.
The Committee concurred 
with the impairment of 
the Goodwill in the Asia 
CGU indicated by the 
assessments prepared by 
management. In the North 
America and Europe CGU 
there remains adequate 
headroom between 
the value in use and 
the carrying value. The 
Committee was satisfied 
that there was no further  
indication of impairment.
Capitalised 
product 
development
As part of the Group’s 
product development 
process, direct costs 
associated with new 
products are capitalised 
and amortised over their 
expected useful life.
The carrying value of 
these costs is rising 
in line with increased 
product development as 
the business has grown, 
and requires judgement 
over the capitalisation, 
amortisation and 
recoverability of these 
assets associated with 
these products.
The Committee reviewed three key aspects of this 
accounting: appropriateness of capitalisation, timing 
and quantum of amortisation, and recoverability of the 
capitalised amount.
Capitalisation
The Committee reviewed rates of capitalisation relative 
to gross spend and assessed whether the approach to 
capitalisation was consistent with relevant accounting 
standards and with prior years.
Amortisation
The Committee reviewed rates of amortisation relative 
to prior years and assessed whether the useful lives 
applied were consistent with the Group’s published 
policies.
Recoverability
The Committee reviewed revenue streams for 
capitalised products that have been released for sale, as 
presented by management.
This enables challenge of performance of new products 
compared to expectations and the opportunity for the 
audit committee to conclude on the recoverability of 
capitalised product development.
The Committee was 
satisfied with the 
judgements used and 
the carrying value of 
capitalised product 
development at year-end.
Significant matters for the year ended 
31 December 2024
How the Audit Committee addressed these 
matters
Conclusion
Inventory
Even though inventory 
levels decreased during 
the year as supply chain 
disruption eased, the 
balance remains significant.
The risk of obsolescence 
and ongoing control 
over existence and 
completeness of inventory 
balances is a key focus for 
balance sheet accuracy.
Physical inventory across all sites was validated primarily 
through cycle counts and, where appropriate, sample 
counts held at year-end (e.g. for Work in progress 
inventory). The Committee reviewed the accuracy of 
ongoing cycle counts and targets set by management.
The Committee reviewed management’s inventory 
obsolescence provision, reviewing it for consistency 
with the Group’s accounting policy. The Committee 
also considered management's assessment of the 
impairment of inventory in Asia that was specific to the 
China semiconductor market.
The Committee was 
satisfied that the 
counts were conducted 
appropriately and that 
the current levels of 
inventory provisioning are 
appropriate.
Viability 
statement 
and going 
concern
Management prepares a 
going concern assessment 
and viability statement 
with consideration of 
longer-term forecast 
cash flows that consider 
principal risks including 
climate-related 
considerations.
The Committee reviewed the period that viability should 
be assessed, and reaffirmed that three years remains 
appropriate. They also considered how the Group’s 
principal risks should be reflected in the modelling of 
sensitivity analysis for liquidity and solvency.
It reviewed the results of management’s scenario 
modelling and the reverse stress-testing of these 
models, along with consideration of the Group’s 
financing facilities, covenant tests and future funding 
plans. 
The Committee challenged management to ensure that 
the basis of the severe but plausible downside scenario 
was sufficiently robust. 
Based on this review, the 
Committee confirmed 
that the application of the 
going concern basis for the 
preparation of the financial 
statements continued 
to be appropriate, and 
recommended the 
approval of the viability 
statement, which can be 
found on page 52.
Adjusting 
items and 
adjusted 
measures
Adjusted measures are 
not reported as part of 
the financial statements 
but are used in the Annual 
Report and Accounts 
to clarify underlying 
performance for users of 
the accounts by excluding 
items deemed to be 
unusual by virtue of their 
size or incidence.
The classification of adjusting items is reviewed by 
the Committee and only includes items of significant 
income and expense, which, due to their size, nature 
or frequency, merit separate presentation to allow 
shareholders to better understand the elements of 
financial performance.
The Committee reviewed items to be included 
throughout the year to confirm appropriateness.
The Committee also considers the disclosure of 
adjusting items to ensure that they are adequately 
explained, not given undue prominence and clearly 
reconciled to the reported results.
The Committee was 
satisfied that the 
classification of adjusting 
items was appropriate.
Application of accounting policies
The Group’s accounting policies are set out in Note 2 to the 
financial statements on page 173. The Committee has reviewed 
these policies to ensure they are appropriate and have been 
properly disclosed and applied.
Internal control
The Board is ultimately responsible for the Group’s system of 
internal controls and their ongoing assessment. For further details, 
see our Risk Management Framework on page 38.
In 2024, on behalf of the Board and with assistance of a revised 
risk assurance map and the internal audit function, the Committee 
monitored, reviewed and assessed the effectiveness of the 
Group’s internal control systems and principal financial risks. The 
Committee reviewed the outcome of the key financial controls 
audits included in the internal audit programme. Management 
provides the Committee with timely updates on key accounting 
issues and financial controls.
The Committee considered its approach to controls, risk and 
assurance in light of the updated requirements detailed in the 
2024 UK Corporate Governance Code, particularly regarding 
internal control and company reporting timelines, and will 
continue to oversee management’s preparations during 2025.
The Audit Committee is satisfied that the Company has 
maintained adequate risk management and internal controls 
throughout the year.
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AUDIT COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Internal audit
Throughout 2024, Deloitte LLP served as internal auditor, 
delivering independent and objective assurance on the 
effectiveness of the Group’s risk management processes and 
controls in line with the internal audit plan approved by the 
Committee. 
The Committee reviewed updates to the internal audit plan 
throughout the year to ensure the framework remained 
appropriate. This was aligned with the risk assurance map and the 
Board’s risk monitoring process, which guided the selection of 
areas for risk assurance and internal audits. Key activities included 
an evaluation of XP’s processes and key financial controls across 
the Company’s two manufacturing sites in Asia, alongside the 
Group’s controls self-assessment programme covering all sites. 
The review’s findings, recommendations and control observations 
were rated and presented to the Committee for feedback or 
further action. Management assessed recommendations and 
implemented agreed actions within specified timelines. The 
internal Auditor regularly tracked progress, providing status 
updates to the Committee.
The quality, experience and expertise of the outsourced 
internal audit service provider are assessed annually through an 
internal survey, the results of which confirmed the Committee’s 
satisfaction. These findings also contributed to discussions 
regarding the future delivery of internal audit services. 
The Company's engagement of Deloitte LLP as internal audit 
services provider concluded at the end of the financial year. 
Given the scale and complexity of the Company, the Committee 
remains confident that an outsourced model is the most effective 
approach to ensuring independent and objective assurance of 
the Group’s risk management, control and governance processes 
for higher-risk locations. The Chair of the Committee led a tender 
process with support from management, which involved three 
international audit firms. Success factors included geographical 
coverage, sector and industry experience, quality of reporting and 
insights, and value for money. Following proposal discussions with 
management, two firms were invited to meet with the Chair of the 
Committee. The Committee approved the appointment of BDO 
LLP in February 2025 and they will be responsible for planning 
and delivering the financial and non-financial internal audits in the 
2025 internal audit plan.  
In early 2025, the Committee reviewed the scope and planned 
activity of the internal audit work to be performed by BDO, as 
part of finalising the internal audit plan for the year ahead. This 
was informed by the most recent annual risk assessment process 
completed by the Board. The Committee agreed that controls 
testing for medium-risk locations would be performed internally, 
enabling BDO to focus on targeted locations and other non-
financial internal audits requiring their specific expertise.
External audit effectiveness and 
independence
The Committee assesses audit effectiveness throughout the 
financial year using an assurance-based qualitative approach 
involving all appropriate stakeholders. Questionnaire responses 
are combined with evidence-based reports to the Committee 
for discussion. This involves reviewing the detailed audit plan 
and key audit risks included in it, the amount, experience and 
composition of resources on the audit and, where appropriate, 
the use of specialists and technology. Management provides 
feedback, evaluates the performance of the external audit teams, 
and considers the quality of the audit and any communication 
and interaction with the finance teams across the Group. The 
Committee reviewed issues that arose during the audit and 
agreed resolutions with the external Auditor. Management, and 
the Committee, concluded that the external Auditor relationship 
and audit process was still effective and that audit teams provided 
appropriate challenge.
The last tender for the external auditor was conducted 2023 
when the Board approved the reappointment of PwC. In line with 
the UK Corporate Governance Code requirements to rotate the 
statutory auditor after 20 years, XP recognises that, as PwC were 
appointed in 2007, a new auditor is required for the accounts 
in 2027. A tender process will be conducted in 2026, before 
which the business will manage relationships with its advisers 
to ensure that the considered audit firms are independent. In 
accordance with best-practice rotation of the audit partner after 
five years, Lee Chian Yorn became the audit partner from the 
commencement of the 2024 Audit. The Committee has reported 
to the Board that PwC’s reappointment should be proposed at the 
forthcoming AGM.
The Audit Committee reviews the role, independence and 
objectivity of the external Auditor. A formal statement of 
independence is received each year, alongside a report on the 
safeguards in place to maintain their independence, and internal 
measures to ensure objectivity. The Committee and external 
Auditor discuss areas where management has been challenged, 
whether matters have been addressed correctly by management 
and how any disagreements have been resolved.
The Committee is satisfied that this independence has been 
maintained.
Under its formal policy, the Committee continues to operate 
an approved set of procedures regarding the external Auditor’s 
appointment to conduct audit and non-audit work. Areas covered 
by the policy include the following:
•	
The award of audit-related services to the Auditor over 
£50,000 must be approved by the Audit Committee 
Chair, who, in their approval, will consider the aggregate 
of audit-related revenue already earned by the Auditor in 
that year. Audit-related services include formalities relating 
to borrowing, shareholder and other circulars, regulatory 
reports, work relating to disposals and acquisitions, tax 
assurance work and accounting policies advice.
•	
The award of tax consulting services to the Auditor over 
£50,000, subject to compliance with the EU member 
state restrictions, must first be approved by the Audit 
Committee Chair.
•	
The award of other non-audit-related services to the 
Auditor over £20,000 must first be approved by the Audit 
Committee Chair.
During the year, non-audit fees of £0.05m, representing 7.5% of 
total audit fees (2023: £0.02m, representing 3.0% of total audit 
fees) were paid to the Auditor for review of interim financial 
statements.
COMMITTEE  
MEMBERSHIP
Pauline 
Lafferty  
Chair
Polly 
Williams
Jamie  
Pike1
Amina 
Hamidi
Daniel  
Shook2
1	 Until 29 February 2024.
2	 From 1 January 2025.
Dear shareholder,
This report sets out details of the Directors’ remuneration in 2024 and 
how the Remuneration Committee anticipates operating the Directors’ 
Remuneration Policy in 2025. 
The Remuneration Committee met on three occasions during the year. 
The current Remuneration Committee members are all independent 
Non-Executive Directors:
Members
Attendance
Pauline Lafferty (Committee Chair)
3/3
Polly Williams
3/3
Amina Hamidi
3/3
Jamie Pike*
1/2
*	Jamie Pike stepped down from the Committee on 29 February 2024.
Performance context
2024 required a strong, focused effort from management to address 
the impact of the industry-wide downcycle within the Semiconductor 
Manufacturing Equipment industry throughout 2024 and reduced 
order levels from the Industrial Technology and Healthcare sectors 
driven by destocking. Despite these challenging market conditions, the 
Group remained profitable and highly cash-generative and continued 
to invest in long-term growth initiatives, particularly in product 
development, to support future opportunities.
This encouraging progress has been tempered by the heightened 
market uncertainty experienced throughout the year. In response, the 
Company focused on rapidly adapting to the conditions by clearing 
the order backlog remaining from the post-pandemic period of supply 
chain disruption, improved inventory management, prioritised and 
aligned the cost base of the business with current demand, and has 
positioned itself for a return to normal market conditions. 
When the Committee determined remuneration outcomes for 2024, 
it carefully considered the broader context of the year, including 
the challenging market environment, management’s preparedness 
and response to these conditions, and the overall experience of 
shareholders during the year.
Key remuneration decisions for 2024
Annual bonus
The 2024 annual bonus was based on Adjusted Profit Before Tax, 
Adjusted Operating Cash Conversion and the attainment of strategic 
goals. Details of the financial measures and targets, including their 
achievement, are shown on page 141. The Committee reviewed the 
outcomes in the context of the Group’s underlying performance, 
market conditions during the year and management’s response 
and mitigation measures. Through a holistic review, the Committee 
concluded that no discretion needed to be applied to the bonus 
outcome, 50% of which is delivered in shares to ensure the continued 
alignment of management and shareholder interests over the deferral 
period. 
The Committee 
considered the broader 
context of the year when 
determining remuneration 
outcomes for 2024.
PAULINE LAFFERTY
REMUNERATION COMMITTEE CHAIR
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REMUNERATION COMMITTEE REPORT
AUDIT COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Bonus payments for 2024, as a percentage of maximum, 
were 59.0%, 61.0% and 60.1% for Gavin Griggs, Matt Webb 
and Andy Sng, respectively. Half the bonuses earned by the 
Executive Directors are deferred into a two-year share-based 
award. 
Vesting of the 2022 LTIP award
The Long-Term Incentive Plan (LTIP) awards granted in 2022 
were assessed based on three-year performance through 
to the end of 2024, with vesting based on three-year 
cumulative adjusted EPS growth (for 67% of the award) and 
relative Total Shareholder Return (33%).
•	 The EPS target range was 580.5p to 650.2p, with an 
actual EPS outcome of 285.5p, resulting in zero vesting of 
the EPS portion of the awards.
•	 Our relative TSR performance was below median, 
resulting in zero vesting of the TSR portion of the awards.
Given neither performance condition was achieved, the 
award will lapse in full. 
How we ensured employees’ voices 
were heard at Board-level in 2024
During the year, I held four virtual engagement sessions 
with a diverse group of employees, in my capacity as 
Remuneration Committee Chair and designated NED for 
employee engagement. These sessions focused on four of 
the Company’s key locations, providing employees in these 
regions with the opportunity to share their perspectives on 
the work environment, including areas of appreciation and 
improvement. 
As a result, site-specific development plans were updated to 
advance the Company’s engagement agenda, with ongoing 
monitoring by the Board. Feedback from these sessions, 
along with insights from anonymous employee surveys, was 
discussed at subsequent Board meetings. 
The workshop-style sessions allowed employees to ask 
questions and share views on remuneration. While no 
specific feedback on executive pay was received in 2024, 
any future input would be carefully considered by the 
Remuneration Committee to inform its decision-making 
process.
Remuneration in 2025
The Committee closely monitored wage inflation across 
all operating markets throughout 2024 and used this data 
to guide salary increase proposals which will be effective 
from April 2025 for all employees. Based on this analysis, 
an average budget of 3% was agreed, allowing for higher 
increases to employees who had fallen behind market levels 
and those identified as critical or high-potential talent. 
In reviewing base salaries for the Executive Directors 
and other senior Executives, the Committee considered 
several factors: wage inflation, the decision not to award 
salary increases in 2024, performance against plans, the 
management of controllable factors during challenging market 
conditions throughout 2024, efforts to prepare the Company 
for future market recovery and the importance of balancing 
competitive remuneration with stakeholder expectations. 
Based on these considerations, the Committee concluded that 
annual salary increases of 3% would be awarded to Executive 
Directors and other senior Executives in 2025. 
The structure of the bonus scorecard for Executive Directors 
in 2025 remains unchanged from 2024, and aligns with our 
short-term strategic and financial priorities to comprise: 
Adjusted PBT (weighted 50%), Adjusted Operating Cash 
Conversion (30%) and strategic objectives (20%).
In 2025, the Committee intends to grant performance shares 
with face values of 100% of salary to Gavin Griggs and Matt 
Webb, and 75% of salary to Andy Sng; vesting will continue to 
be subject to equally-weighted and appropriately-stretching 
EPS and relative TSR conditions. Given ongoing uncertainty 
around the timing of market recovery, the Committee will 
keep under review the 2025 LTIP EPS performance range 
and revise this upwards, if considered appropriate, to ensure 
that any vesting under this element is representative of good 
underlying performance outcomes. Consistent with the Policy, 
restricted shares will also be granted with face values of 12.5% 
of salary to Gavin Griggs and Matt Webb, and 15% to Andy 
Sng. When determining these award levels, the Committee 
considered the number of shares that would be granted and 
concluded that it was appropriate to continue to align the 
award value with those in recent years, which are lower than 
the maximum permitted in the Policy. At vesting, the extent 
to which this results in any windfall gains will be assessed (and 
discretion will be used to adjust if necessary).
The views of our shareholders are important to us, and I hope 
that you will support the Directors’ Remuneration Report. 
If you have any questions or comments, I can be reached at 
remcomchair@xppower.com.
PAULINE LAFFERTY
REMUNERATION COMMITTEE CHAIR
4 March 2025
REMUNERATION AT A GLANCE
Context to major decisions
Achievements
during the year
Key remuneration decisions for 
2024 and 2025
•	
Downcycle within the 
Semiconductor Manufacturing 
Equipment industry
•	
Additional efforts required to reduce 
leverage effectively
•	
Ongoing inventory destocking in the 
Industrial Technology and Healthcare 
sectors
•	
Sustained focus on meeting 
customer expectations
•	
Need to maintain cost efficiency 
and pricing discipline to ensure 
profitability and robust cash 
generation
 
•	
Optimised cost structure to align 
with evolving market conditions 
•	
Strong balance sheet resilience 
through robust operating cash 
conversion, improved inventory 
management and clearing backlog
•	
Progressed the delivery of new 
products for sampling
•	
Preserved R&D capabilities to 
secure a solid foundation for 
future growth
•	
2024 bonus outcomes of 59.0%, 61.0% 
and 60.1% of maximum for the CEO, 
CFO and EVP Asia
•	
Zero vesting under the 2022 LTIP
•	
3% increase to the base salaries for 
Executive Directors in 2025
 
SEE PAGE 135 
FOR MORE INFORMATION
 
SEE PAGE 136 
FOR MORE INFORMATION
 
SEE PAGES 135—136 
FOR MORE INFORMATION
Total remuneration receivable for Executive Directors (£’000)
Gavin Griggs
Total
1,130
570
71
46
23
420
Matt Webb
105
Total
818
440
35
55
20
268
Andy Sng
Total
348
187
28
10 10
113
  Base salary     Pension     Benefits     Annual Bonus     Long-term incentives
Achievement of financial performance conditions under the 2024 annual bonus
Adjusted profit before tax (50%)
£13.7m
£17.1m
£20.5m
£13.8m
Actual
Maximum
On-target
Threshold
Adjusted operating cash conversion (30%)
100%
158%
193%
261%
Actual
Maximum
On-target
Threshold
Andy Sng's Adjusted profit before tax targets are in part set with reference to divisional performance and are commercially sensitive. Performance against these 
targets resulted in 47.6% of maximum becoming payable for this annual bonus element for Andy Sng. Instead of Adjusted operating cash conversion, this element 
of Andy Sng's bonus was based on commercially sensitive inventory targets. Performance against these targets resulted in 81.0% of maximum becoming payable 
for this element for Andy Sng's bonus.
 
SEE PAGE 128 FOR MORE INFORMATION
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
This table summarises the key components of the Directors’ Remuneration Policy set out on pages 150—157, which was 
approved by shareholders at the AGM on 18 April 2023, and the Committee’s intentions for the Policy’s implementation 
in 2025.
Component
Summary of policy
Operation in 2025
Base salary
Base salaries are reviewed annually. Increases 
will not normally exceed the range of increases 
awarded to other employees within the Group.
The Remuneration Committee may also 
increase a Director’s salary if there is a change 
in their role, the scale or complexity of the 
business, or if significant changes to market 
practice arise.
The Remuneration Committee undertook its regular 
review of Executive Directors’ base salaries and 
determined that these should be increased by 3% 
for the CEO, CFO and EVP Asia, for the year from 
1 April 2025.
Benefits
Benefits are set by the Remuneration 
Committee and reviewed annually.
Benefits include life insurance, private medical cover 
and car allowance. 
Pensions
Executive Directors’ pension contributions are 
in line with pension benefits offered to the 
wider workforce in the relevant geography, 
which is currently 8% of salary in the UK.
Gavin Griggs and Matt Webb receive a pension 
contribution of 8% of base salary. Andy Sng receives 
a pension contribution in line with Singaporean 
employees’ pension benefits.
Annual
bonuses
The maximum bonus opportunity is 125% of 
base salary for the CEO and 100% for other 
Executive Directors. 
50% of any annual bonus is deferred in 
shares, which vest after two years, subject to 
continued employment.
Specific targets and weightings may vary 
according to strategic priorities, and may 
include:
•	 financial performance; and
•	 the attainment of personal and strategic 
objectives.
For 2025, the maximum bonus opportunity will be 
capped at 125% of salary for the CEO and 100% for 
other Executive Directors, with on-target pay-outs of 
50% of maximum.
Bonuses will continue to be based on financial 
and strategic performance measures. Targets are 
considered commercially sensitive so will not 
be disclosed prospectively and, together with 
performance outturns against these, will be published 
in next year’s Annual Report on Remuneration. The 
performance measures that will apply are:
•	 Adjusted Profit Before Tax (50%);
•	 Adjusted Operating Cash Conversion (30%); and
•	 Strategic objectives (20%).
Andy Sng’s performance objectives are set in part 
with reference to divisional performance in Asia. His 
strategic objectives largely reflect the priorities set out 
for Gavin Griggs and Matt Webb.
Component
Summary of policy
Operation in 2025
Share-based
incentives
Share-based incentives are made up 
of a Long-Term Incentive Plan (LTIP) 
and a Restricted Share Plan (RSP). 
The normal maximum award level 
under share-based incentives 
is 150% of base salary or up to 
200% of base salary in exceptional 
circumstances. Up to a maximum 
of 15% of base salary may be 
granted as restricted shares 
without performance conditions. In 
calculating value against the limit 
for share-based incentives, the 
value of restricted share awards 
will be multiplied by two to reflect 
that they do not have performance 
conditions attached.
LTIP performance is typically 
measured over three financial 
years, starting with the year of 
grant. Vesting occurs on the fifth 
anniversary from the date of grant. 
RSP awards may be granted without 
performance conditions.
In 2025, the Remuneration Committee anticipates that it will grant 
the following awards:
Name
LTIP award 
(% of salary)
RSP award 
(% of salary)
Gavin Griggs
100%
12.5%
Matt Webb
100%
12.5%
Andy Sng
75%
15%
LTIP awards will vest based 50% on 2027 Adjusted EPS and 50% 
on TSR vs the FTSE 250 (excluding investment trusts) measured 
over three financial years. The targets for each element are:
2027 Adjusted EPS 
(50% of maximum)
Vesting
61.4 pence per share or above 
 Maximum (100%)
At or below 44.5 pence per share
 Threshold (0%)
TSR vs FTSE 250 excl. investment trusts
(50% of maximum)
Vesting
Upper quintile (80th percentile) or above
 
Maximum (100%)
Median (50th percentile)
 Threshold (25%)
Below median
No vesting
Vesting between threshold and maximum will be measured on a 
straight-line basis.
Non-
Executive 
Directors’ 
fees
Fees are set at a level that is 
sufficient to attract, motivate 
and retain quality Non-Executive 
Directors. Fees are reviewed 
periodically. Non-Executive 
Directors are not entitled to 
participate in the Group’s 
incentive plans.
Non-Executive Director fees were reviewed by the Board Chair and 
the Executive Directors in February 2025 and it was determined, 
with effect from 1 April 2025, that the base fee and additional fee 
for chairing the Remuneration and Audit Committees, and for acting 
as Senior Independent Director, would be increased by 3% (rounded 
up to the nearest £100) to keep pace with inflationary rises for 
employees. The Chair’s fee was reviewed by the Committee, and an 
inflationary rise of 3% will be made for 2025. In accordance with the 
Singapore Companies Act 1967, a total capped fee amount for Non-
Executive Directors will be proposed at the forthcoming AGM.
Fee from 
1 April 2024
Fee from 
1 April 2025
Chair’s fee
£220,000
£226,600
Base fee
£53,000
£54,600
Additional fee for Audit or 
Remuneration Committee Chair
£10,000
£10,300
Additional fee for acting as 
Senior Independent Director
£10,000
£10,300
Additional fee for extra 
responsibility*
£5,000
£5,200
*		 Extra responsibilities include acting as designated NED for workforce engagement 
or as a Board representative on an Executive committee.
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Annual Report on Remuneration
Single total figure of remuneration (audited)
The table below shows the total remuneration receivable for each Executive Director for the years ended 31 December 2024 
and 2023, respectively.
£’000
Salary/
fees
Benefits2
Pension3
Total 
fixed pay
Annual 
bonus4
Share-based 
incentives5
Total 
variable pay
Total
Executive Directors
Gavin Griggs
2024
570
23
46
639
420
71
491
1,130
2023
565
24
45
634
321
71
392
1,026
Matt Webb1
2024
440
20
35
495
268
55
323
818
2023
105
5
8
118
53
55
108
226
Andy Sng
2024
187
10
10
207
113
28
141
348
2023
190
11
10
211
82
29
111
322
Chair and Non-Executive Directors
Jamie Pike6
2024
220
–
–
220
–
–
–
220
2023
170
–
–
170
–
–
–
170
Pauline Lafferty 2024
66
–
–
66
–
–
–
66
2023
60
–
–
60
–
–
–
60
Polly Williams
2024
70
–
–
70
–
–
–
70
2023
60
–
–
60
–
–
–
60
Sandra Breene
2024
52
–
–
52
–
–
–
52
2023
50
–
–
50
–
–
–
50
Amina Hamidi
2024
52
–
–
52
–
–
–
52
2023
50
–
–
50
–
–
–
50
1	 	Matt Webb was appointed CFO on 4 September 2023 and to the Board with effect from 5 October 2023. 2023 remuneration for Matt reflects the portion of 
the year that he was an Executive Director.
2	 Benefits include life insurance, private medical cover and car allowance. 
3	 The pension allowance for Gavin Griggs combines pension contributions and cash in lieu of pension for contributions in excess of £10,000.
4	 The annual bonus value represents performance over the relevant financial year: 50% of the pay-out values shown above is deferred into shares. Further 2024 
annual bonus details, including performance measures, actual performance and bonus payouts, can be found on pages 141—142.
5	 	The value of share-based incentives for 2024 represents: 
i	
For Gavin Griggs, Matt Webb and Andy Sng, the value at grant of the restricted share awards granted on 12 March 2024 based on a £10.74 share price. 
ii	 For Gavin Griggs and Andy Sng, no value is recorded for the vesting of 2022 LTIP awards as the performance conditions were not achieved and these 
	awards will lapse in full (Matt Webb did not participate in the 2022 LTIP cycle). 
iii	 Further LTIP details, including performance measures, actual performance and vesting can be found on page 143. Further details of the 2024 RSP can be 
	found on page 143.
6	 	Jamie Pike was appointed Chair at the agreed revised fee of £220,000 with effect from 18 April 2023.
Notes to the single total figure table
Base salary in the year ended 31 December 2024
Executive Directors’ base salaries are reviewed by the Committee with effect from 1 April each year and when the position or 
responsibility of an individual changes. Executive Director base salary changes during the year were:
Base salary from 
1 April 2023
Base salary from 
1 April 2024
Increase
Gavin Griggs
£570,000
£570,000
0%
Matt Webb1
£440,000
£440,000
0%
Andy Sng
S$320,000
S$320,000
0%
1	 Matt Webb was appointed CFO with effect from 4 September 2023, with a base salary of £440,000.
Pensions in the year ended 31 December 2024 (audited)
Executive Directors’ pension contributions are aligned to those offered to all employees in their respective countries of 
employment and are 8% of base salary for UK Executive Directors and equivalent to c.5% of base salary for Andy Sng, who is 
based in Singapore.
Directors may opt to receive their pension allowance as cash in lieu of pension contribution.
Annual bonus in the year ended 31 December 2024 (audited)
The maximum annual bonus opportunity in 2024 was 125% of base salary for the CEO and 100% of base salary for other 
Executive Directors. The table below summarises performance against the Group performance targets set by the Committee 
for the year.
Weighting
Threshold 
(25%)
On-target 
(50%)
Maximum 
(100%)
Actual
% achieved
Adjusted profit before tax1
50%
£13.7m
£17.1m
£20.5m
£13.8m
26.0%
Adjusted operating cash conversion2, 3
30%
100%
158%
193%
261%
100%
Strategic objectives
20%
See below
See below
1	 Andy Sng’s Adjusted Profit Before Tax targets are in part set with reference to divisional performance and are commercially sensitive. Performance against 
these targets resulted in 47.6% of maximum becoming payable for this annual bonus element for Andy Sng.
2	 For Gavin Griggs and Matt Webb, calculated as Adjusted cash generated from operations as a percentage of Adjusted operating profit for the full year. 
3	 This element of Andy Sng's bonus was based on commercially sensitive inventory targets instead of Adjusted Operating Cash Conversion. Performance against 
these targets resulted in 81.0% of maximum becoming payable for this element of Andy Sng's bonus.
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
The Committee assessed the Executive Director strategic objectives against the targets set at the start of the year as summarised 
below for Gavin Griggs and Matt Webb. Andy Sng’s objectives are set largely to reflect these priorities but with reference to divisional 
performance in Asia. These are commercially sensitive and are not disclosed in detail in the following table.
Gavin Griggs
Matt Webb
Performance assessment in 2024
Deliver the Group 
plan the right way, 
beyond just the 
financial metrics
 
 
LTIR improved significantly in the year, from 0.23 in 2023 to 
0.19 in 2024 (a 17% reduction). Good progress with improving 
electricity efficiency, particularly in factories, contributed to a 
further reduction of CO2 emissions. The Group remains on track 
with its SBTi targets for 2031.
Setting the long-
term direction
 
 
 
Good progress on the execution of strategy despite continued 
business headwinds, in particular the ongoing key strategic 
initiative to improve our global supply chain.
Managing the 
supply chain to 
support customer 
demand
 
 
 
 
 
 
Improved visibility of standard production costs during the year 
has underpinned an improvement in manufacturing efficiency.
Effectively manage 
inventory and cost
 
 
 
 
 
Delivered inventory reduction while balancing customer service 
and safety stock levels, despite challenging market conditions.
Matt Webb’s rating reflects his critical role in driving this 
initiative.
Strength and 
capability
of our talent 
pipeline and 
employee 
engagement
 
 
 
 
Engagement survey result of 4.03 (out of 5.00) is in line with 
2023 notwithstanding a challenging year.
      Exceeded
    Met
  Partially met
The Committee assessed the CEO’s performance against each objective set at the start of the year, as set out above, and reviewed 
the resulting payout warranted under this element in the additional context of the business and sector headwinds which persisted in 
the year.
In approving the payment of 80% of the maximum opportunity for the strategic element of the bonus, the Committee concluded that 
this outcome appropriately balanced recognition of the CEO’s leadership and contribution to managing the challenges of 2024 with the 
stakeholder experience. The overall CEO bonus outcome for 2024 was approved at 59.0% of the maximum opportunity.
Matt Webb’s contribution as CFO has continued to be very strong in 2024. The assessed payout of the strategic element of Matt’s 
bonus, at 90% of maximum, reflects his significant contribution during the year, in particular his role in driving the required reduction in 
inventory without impacting customer service levels.  The overall CFO bonus outcome for 2024 was 61.0% of maximum.
Andy Sng’s strategic performance objectives are partially set with reference to divisional performance. While these remain considered to 
be commercially sensitive, they are set to align with and support the priorities set out for Gavin Griggs and Matt Webb. The Committee 
acknowledges Andy’s leadership of the Asia business during a very challenging year, particularly his focus on employee engagement and 
timely pivot of strategy to respond to the macro and geopolitical backdrop. However, certain objectives set at the start of the year were 
not met, resulting in an overall assessment by the Committee warranting the payout of 60% of the maximum opportunity for this bonus 
element and an overall bonus outcome for 2024 of 60.1% of maximum.
The Committee carefully considered whether those outturns were appropriate and, reflecting on performance achieved in the year, no 
discretion was applied to amend the formulaic outputs in the year. Half of the 2024 annual bonuses for Executive Directors are deferred 
into shares, vesting after two years.
Long-term incentive awards vested or due to vest with respect to performance in the year 
ended 31 December 2024 
2022 LTIP awards (audited)
LTIP awards were granted on 8 March 2022, the vesting of which was based 67% on cumulative EPS and 33% on TSR vs 
the FTSE 250 index excluding investment trusts over the three financial years ended 31 December 2024. The table below 
summarises performance against the targets.
Weighting
Threshold 
(25% vesting)
Maximum 
(100% vesting)
Actual
% achieved
Cumulative EPS
67%
580.5p
650.2p
285.5p
0%
TSR
33%
Median
Upper quintile Below median
0%
Total
0%
Shares under this award, with performance measured over the three financial years ended 31 December 2024, will lapse 
in full.
Date of 
grant
Type of award
Number 
of shares 
awarded
% vesting
Dividend 
equivalent 
payments 
per share
Number 
of shares 
vested or 
due
Value of 
shares 
vested or 
due to vest
Gavin Griggs
8 March 2022 Nominal-cost options
15,277
0%
–
–
–
Andy Sng
8 March 2022 Nominal-cost options
3,639
0%
–
–
–
Scheme interests awarded in the year ended 31 December 2024 (audited)
LTIP and RSP awards were granted to Executive Directors in 2024 and were equal in value to 100% of salary (LTIP) and 12.5% of 
salary (RSP) for both Gavin Griggs and Matt Webb, and 75% of salary (LTIP) and 15% of salary (RSP) for Andy Sng, as follows:
Date of grant
Plan1 
Type of award
Face value 
of award
Number 
of shares 
awarded
End of 
performance 
period
Gavin Griggs
12 March 2024
LTIP 2017
Nominal-cost options
£569,993
53,072
31/12/2026
12 March 2024
RSP 2020
Nominal-cost options
£71,249
6,634
n/a
12 March 2024
DBP 2017
Nil-cost options
£160,305
14,926
n/a
Matt Webb
12 March 2024
LTIP 2017
Nominal-cost options
£439,996
40,968
31/12/2026
12 March 2024
RSP 2020
Nominal-cost options
£55,000
5,121
n/a
12 March 2024
DBP 2017
Nil-cost options
£35,958
3,348
n/a
Andy Sng
12 March 2024
LTIP 2017
Nominal-cost options
£140,597
13,091
31/12/2026
12 March 2024
RSP 2020
Nominal-cost options
£28,117
2,618
n/a
12 March 2024
DBP 2017
Nil-cost options
£39,835
3,709
n/a
1	 Awards granted on 12 March 2024 were based on the five-day average mid-market share price over the period 5–11 March 2024, being £10.74.
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Long-term incentive measures and targets (audited)
The performance targets for the 2024 LTIP awards are:
2024 award (50% EPS and 50% TSR)
Earnings per 
share
Operation
2026 Adjusted EPS
Threshold (0% vest)
At or below 70.1 pence
Maximum (100% vest)
100.0 pence or above
Total 
shareholder 
return
Operation
Relative TSR compared with that for the constituents of the FTSE 250 
index (excluding investment trusts)
Threshold (25% vest)
Median (50th percentile)
Maximum (100% vest)
Upper quintile (80th percentile or above)
Vesting between threshold and maximum will be calculated on a straight-line basis.
Awards of restricted shares granted to Executive Directors in 2024 are not subject to performance conditions on vesting.
Directors’ shareholding and share interests (audited)
A shareholding guideline applies to Executive Directors, which requires them to build and maintain a shareholding equal to 200% of 
base salary. The guideline will continue to apply in full for one-year post-cessation, with 50% of the guideline level (100% of base salary) 
applying for a second year. Deferred bonus shares, restricted shares, vested share options and LTIP shares, which are still in their holding 
period or unexercised, will be counted against these requirements on a net of tax basis.
The table below summarises the Directors’ beneficial interests (including that of their connected persons) in the Company’s shares:
Interest in share awards
Beneficially 
owned 
shares at 31 
December
2023
Beneficially 
owned 
shares at 31 
December
2024
Unvested 
Deferred 
Bonus 
shares
Unvested 
RSP awards 
and LTIP 
awards for 
which the 
performance 
period has 
completed
Unvested 
LTIP awards 
for which the 
performance 
period is in 
progress
Vested but 
unexercised 
Deferred 
Bonus, RSP 
and LTIP 
awards
Shareholding 
guideline
(% of salary) 
Shareholding 
guideline met?
Executive Directors
Gavin Griggs
12,599
16,904
14,926
17,081
79,608
6,371
200%
Building
Matt Webb
12,173
12,173
3,348
7,624
60,995
–
200%
Building
Andy Sng
30,723
34,323
3,709
6,247
19,936
60
200%
Met
Chair and Non-Executive Directors
Jamie Pike
12,533
12,533
–
–
–
–
 n/a
n/a
Polly Williams
4,347
4,347
–
–
–
–
 n/a
n/a
Pauline Lafferty
1,739
1,739
–
–
–
–
 n/a
n/a
Sandra Breene
2,391
2,391
–
–
–
–
 n/a
n/a
Amina Hamidi
–
–
–
–
–
–
 n/a
n/a
The table below summarises Gavin Griggs’ outstanding share awards:
Date of grant
Exercise 
price
Interest 
as at 
31/12/23
Granted 
in the 
year
Forfeited 
in the 
year
Exercised 
in the 
year1
Interest 
as at 
31/12/24
Vesting 
date2
Expiry date
2017 LTIP
16/03/2019
£0.01
2,277
–
–
2,277
–
16/03/2022
16/03/2024
22/04/2020
£0.01
2,708
–
–
–
2,708
22/04/2025
22/04/2026
03/03/2021
£0.01
9,652
–
(9,652)
–
–
03/03/2026
03/03/2027
08/03/2022
£0.01
15,277
–
–
–
15,277
08/03/2027
08/03/2028
17/03/2023
£0.01
26,536
–
–
–
26,536
17/03/2028
17/03/2029
12/03/2024
£0.01
–
53,072
–
–
53,072
12/03/2029
12/03/2030
2020 RSP
22/04/2020
£0.01
1,307
–
–
–
1,307
22/04/2025
22/04/2026
03/03/2021
£0.01
1,206
–
–
–
1,206
03/03/2026
03/03/2027
08/03/2022
£0.01
1,909
–
–
–
1,909
08/03/2027
08/03/2028
17/03/2023
£0.01
3,317
–
–
–
3,317
17/03/2028
17/03/2029
12/03/2024
£0.01
–
6,634
–
6,634
12/03/2029
12/03/2030
Deferred Bonus
04/03/2021
–
3,102
–
–
3,102
–
26/02/2023
26/02/2025
08/03/2022
–
6,371
–
–
–
6,371
28/02/2024
28/02/2026
12/03/2024
–
–
14,926
–
–
14,926
06/03/2026
06/03/2028
1	 On 12 March 2024 awards over 2,277 shares were exercised at a market price of £10.32 per ordinary share. On 6 December 2024 awards over 3,102 shares 
were exercised at a market price of £12.58. 
2	 LTIP awards granted in 2019 vest 50% after three years and 50% after four years; the vesting date shown reflects the first vest date.
Matt Webb’s outstanding share awards are:
Date of grant
Exercise 
price
Interest 
as at 
31/12/23
Granted 
in the 
year
Forfeited 
in the 
year
Exercised 
in the 
year
Interest 
as at 
31/12/24
Vesting date
Expiry date
2017 LTIP
14/09/2023
£0.01
20,027
–
–
–
20,027
14/09/2028
14/09/2029
12/03/2024
£0.01
–
40,968
–
–
40,968
12/03/2029
12/03/2030
2020 RSP
14/09/2023
£0.01
2,503
–
–
–
2,503
14/09/2028
14/09/2029
12/03/2024
£0.01
–
5,121
–
–
5,121
12/03/2029
12/03/2030
Deferred Bonus
12/03/2024
–
–
3,348
–
–
3,348
06/03/2026
06/03/2028
–
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Andy Sng’s outstanding share awards are:
Date of grant
Exercise 
price
Interest 
as at 
31/12/23
Granted 
in the 
year
Forfeited 
in the 
year
Exercised 
in the 
year1
Interest 
as at 
31/12/24
Vesting 
date2
Expiry date
2012 Share Options
23/02/2016
£15.43
60
–
–
–
60
23/02/2020
23/02/2026
2017 LTIP
16/03/2019
£0.01
814
–
–
814
–
16/03/2022
16/03/2024
22/04/2020
£0.01
839
–
–
–
839
22/04/2025
22/04/2026
03/03/2021
£0.01
1,930
–
(1,930)
–
–
03/03/2026
03/03/2027
08/03/2022
£0.01
3,639
–
–
–
3,639
08/03/2027
08/03/2028
17/03/2023
£0.01
6,845
–
–
–
6,845
17/03/2028
17/03/2029
12/03/2024
£0.01
–
13,091
–
–
13,091
12/03/2029
12/03/2030
2020 RSP
22/04/2020
£0.01
405
–
–
–
405
22/04/2025
22/04/2026
03/03/2021
£0.01
289
–
–
–
289
03/03/2026
03/03/2027
08/03/2022
£0.01
727
–
–
–
727
08/03/2027
08/03/2028
17/03/2023
£0.01
1,369
–
–
–
1,369
17/03/2028
17/03/2029
12/03/2024
£0.01
–
2,618
–
–
2,618
12/03/2029
12/03/2030
Deferred Bonus
04/03/2021
–
1,326
–
–
1,326
–
26/02/2023
26/02/2025
08/03/2022
–
1,460
–
–
1,460
–
28/02/2024
28/02/2026
12/03/2024
–
–
3,709
–
–
3,709
06/03/2026
06/03/2028
1	 On 12 March 2024 awards over 3,600 shares were exercised at a market price of £10.32 per ordinary share. 
2	 LTIP awards granted in 2019 vest 50% after three years and 50% after four years; the vesting date shown reflects the first vest date.
The closing share price of the Company’s shares at 31 December 2024 was £13.06 (31 December 2023: £13.56) and the price 
range fluctuated between £9.68 and £17.20 over the financial year.
Payments for past Directors (audited)
No payments were made to former Directors in the year.
Payments for loss of office (audited)
There were no payments for loss of office.
Assessing pay and performance
This chart shows XP Power’s Total Shareholder Return since 31 December 2014 compared with that of the FTSE 250 (excluding 
investment trusts), rebased at 100. 
XP Power Ltd
FTSE Mid 250 
Excluding Investment Trust Index
100
200
300
400
500
Total Shareholder Return, rebased to 100 
at 31 December 2014 (£)
31/12/2014
31/12/2023
31/12/2022
31/12/2021
31/12/2020
31/12/2019
31/12/2018
31/12/2017
31/12/2016
31/12/2015
31/12/2024
Total remuneration, annual bonus outturn and long-term incentive outturn for the CEO over the same period is shown below.
2015
2016
2017
2018
2019
2020
2021¹
2022
2023
2024
CEO total remuneration (£’000)
£310
£800
£531
£684
£562 £1,357 £1,211
£730 £1,026 £1,130
Annual bonus (% of maximum)
15%
27%
100%
71%
11%
98%
73%
0%
45%
59%
Long-term incentives (% of maximum)
n/a
81%
n/a
n/a
80%
81%
33%
26%
0%
0%
1	 Data in the table is relevant to Duncan Penny up to 2020, and Gavin Griggs from 2021.
Context for Directors’ remuneration
While the Committee has not engaged directly with employees on Executive remuneration alignment with the wider pay policy, the 
Board has involved the workforce through employee engagement sessions (see page 136). The Committee Chair acts as the designated 
Non-Executive Director for employee engagement, and employees who wish to discuss Executive pay are encouraged to ask questions 
on this and any other topics. Any feedback from employees is shared with the Board (or relevant Board Committee) and forms a valuable 
input to decision-making.
Annual percentage change in Director and employee remuneration
The table below shows the percentage change (on a full-time equivalent basis, to permit meaningful comparison) in salary, taxable 
benefits and annual bonus earned by each Director serving in 2024, compared to the average employee (excluding Chinese and 
Vietnamese employees, for whom there has been significant salary inflation). Similar information for former Directors is published in the 
relevant Annual Report.
Percentage change 
between 2019 and 
2020
Percentage change 
between 2020 and 
2021
Percentage change 
between 2021 and 
2022
Percentage change 
between 2022 and 
2023
Percentage change 
between 2023 and 
2024
Base 
salary
Taxable 
benefits
Annual 
bonus
Base 
salary
Taxable 
benefits
Annual 
bonus
Base 
salary
Taxable 
benefits
Annual 
bonus
Base 
salary
Taxable 
benefits
Annual 
bonus6
Base 
salary
Taxable 
benefits
Annual 
bonus
Average 
employee
4%
3%
670%
8% 139%
(33%)
41%
19%
(69%)
5%
5% 270%
(4)% (13)% (24)%
Executive Directors
Gavin Griggs1
10%
(2%) 938%
57%
(22%)
43%
9%
22% (100%)
5%
6%
n/a
1%
(1)% 31%
Matt Webb2
–
–
–
–
–
–
–
–
–
–
–
–
0%
  0%
22%
Andy Sng
1%
(9%)
6%
6%
(24%) (23%)
13%
(66%) (100%)
6%
7%
n/a
1%
(1)% 41%
Non-Executive Directors
Jamie Pike3
–
–
–
–
–
–
–
–
– 239%
–
–
0%
–
–
Polly Williams
27%
–
–
(2%)
–
–
14%
–
–
6%
–
–
16%
–
–
Pauline Lafferty
20%
–
–
15%
–
–
7%
–
–
2%
–
–
10%
–
–
Sandra Breene4
–
–
–
–
–
–
–
–
–
0%
–
–
5%
–
–
Amina Hamidi5
–
–
–
–
–
–
–
–
–
0%
–
–
5%
–
–
1	 Gavin Griggs was appointed CEO with effect from 1 January 2021. The percentage change between 2020 and 2021 compared his CEO pay with his CFO pay.
2	 Matt Webb was appointed as CFO with effect from 4 September 2023. The percentage change between 2023 and 2024 assumes a full-time equivalent 
for 2023.
3	 Jamie Pike joined the Board on 1 March 2022, becoming Chair on 18 April 2023. The percentage change between 2022 and 2023 reflects this change in role 
and assumes a full-time equivalent for 2022.
4	 Sandra Breene joined the Board on 11 October 2022; the percentage change between 2022 and 2023 is based on a full-time equivalent for 2022.
5	 Amina Hamidi joined the Board on 11 October 2022; the percentage change between 2022 and 2023 is based on a full-time equivalent for 2022.
146
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
CEO pay ratio
In line with UK remuneration reporting regulations, the table below shows the ratio of the CEO’s total remuneration to that of 
the lower quartile, median and upper quartile of UK employees.
Year
Method1
25th percentile 
pay ratio
50th percentile 
pay ratio
75th percentile 
pay ratio
2024
Option A
32:1
20:1
13:1
2023
Option A
30:1
18:1
12:1
2022
Option A
23:1
15:1
9:1
2021
Option A
40:1
25:1
15:1
2020
Option A
50:1
31:1
18:1
2019
Option A
21:1
13:1
7:1
1	 The reference date for the calculation is 31 December 2024, methods of calculation are set out in The Companies (Miscellaneous Reporting) Regulations 2018. 
Option A was selected as it best reflects the underlying data. As a large portion of the CEO’s pay is variable, the pay ratio is heavily dependent on variable pay 
plan outcomes and, for long-term share-based awards, share price movements.
The year-on-year difference in the CEO pay ratio can be principally explained by changes in variable pay outturns over 
time. Incentive opportunities make up a significant proportion of Executive remuneration, meaning that the single figure is 
correlated to incentive outcomes, and packages for the wider workforce (against which the CEO’s single figure is compared in 
this analysis) are typically more weighted toward fixed pay and therefore less variable year-on-year. Lower incentive outcomes 
since 2022 explain the decrease in the median CEO pay ratio in recent years. The Committee also considers the ratio in fixed 
pay over time, which it notes is more stable and reflective of XP Power’s policy to determine Executive salary increases by 
reference to those awarded to the wider workforce in the relevant jurisdiction.
The table below shows the total pay and benefits, and the salary component, for employees at each of the three quartiles 
in 2024.
Year
Total pay and 
benefits
Salary component 
of total pay
25th percentile
£35,219
£34,156
50th percentile
£55,830
£54,108
75th percentile
£85,741
£80,950
Chief Executive
£1,130,000
£570,000
The CEO’s pay ratio to the median pay of UK employees is a function of our pay, reward and progression policies for the 
Company’s UK employees and all XP employees. The Company aims to pay all employees, including the CEO, in accordance 
with its values, a desire to pay for performance, internal relativities and appropriate external market reference points.
Relative importance of spend on pay
This chart illustrates the relative importance of spend on pay compared to shareholder dividends paid.
£0m
£20m
£40m
£60m
£80m
£100m
£120m
2024
2023
2024
2023
Distribution to
Shareholder dividends1
Group employment
costs2
£14.8m
£0
(-100%)
£109.7m
£91.3m
(-17%)
1	 Refer to financial statements – Note 10 for more details.
2	 Group employment costs include Directors’ remuneration. Refer to financial statements – Note 6 for more details.
Remuneration Committee information
Responsibilities
The Committee is responsible for the remuneration arrangements for Executive Directors and members of the Executive 
Leadership Team and for providing general guidance on aspects of remuneration policy throughout the Group. The Committee 
Terms of Reference are reviewed annually and are available in the Corporate Governance section of the Company’s investor 
relations website corporate.xppower.com. 
Committee evaluation
During the year the Remuneration Committee reviewed its performance, facilitated by an anonymous online survey managed 
internally as part of the Board’s evaluation process. The Committee concluded that its performance was effective in 2024 and 
that it fulfilled its role in accordance with its Terms of Reference.
Advice received in the year
During the year, Ellason LLP (Ellason) provided remuneration advice to the Company. Ellason provides no other services 
to the Committee and has no further connection with the Company or individual Directors. Ellason is a signatory to the 
Remuneration Consultants Group’s Code of Conduct. On this basis, the Committee satisfied itself that Ellason’s advice was 
objective and independent. The fees paid to Ellason in the year were £25,558, excluding VAT. 
Voting on remuneration
The table below sets out voting in respect of the approval of the Directors’ Remuneration Policy at the AGM in 2023 and the 
Directors’ Remuneration Report at the 25 April 2024 AGM.
Meeting
Votes for
% of votes 
for
Votes 
against
% of votes 
against
Votes 
withheld
Approval of Directors’  
Remuneration Policy
18 April 2023
14,041,945
92.61%
1,120,232
7.39%
1,501
Approval of Directors’  
Remuneration Report
25 April 2024
14,903,242
90.95%
1,483,154
9.05%
0
We continue to engage on Executive remuneration, seeking to strike the right balance of interest among all shareholders.
148
XP Power Annual Report & Accounts for the year ended 31 December 2024
149
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Directors’ Remuneration Policy
The current Directors’ Remuneration Policy, set out in this section of the Remuneration Committee Report, was approved 
by shareholders at the AGM on 18 April 2023. A copy of the Policy is available in the Corporate Governance section of the 
Company’s investor relations website corporate.xppower.com. The information in this section is not subject to audit. 
Any change to the Policy will be subject to a binding shareholder vote at a general meeting. 
How our Remuneration Policy links to the UK Corporate Governance Code
When the current Policy was developed, the Committee was mindful of the 2018 UK Corporate Governance Code, ensuring 
that the Executive Director remuneration framework continues to appropriately address the following factors:
Factors
How these are addressed
Clarity
•	 Our Directors’ Remuneration Policy, approved by shareholders in April 2023, is transparent and 
clearly articulated in the Annual Report.
Simplicity
•	 The Committee believes that the Executive Director remuneration arrangements are market 
standard, straightforward and well understood by both participants and shareholders.
Risk
•	 The Committee’s target-setting approach seeks to discourage inappropriate risk-taking through a 
blend of shareholder return, financial and non-financial objectives.
•	 Our Policy contains appropriate discretion to mitigate potential risks. We operate bonus deferral 
and post-cessation shareholding requirements. Malus and clawback provisions apply to the annual 
bonus plan, LTIP and RSP.
Predictability
•	 Executive Directors’ incentives are subject to individual participation caps. An indication of the 
range of outcomes in the packages is provided on page 157.
•	 Deferred bonus, RSP and LTIP awards provide alignment with the share price and their values 
depend on share price at the time of vesting.
Proportionality
•	 A clear link exists between individual awards, delivery of strategy and our long-term performance. 
Our Policy contains appropriate discretion by the Committee to not reward poor performance.
Alignment to 
culture
•	 Pay and policies cascade down the organisation to ensure they are fully aligned with the XP Power 
culture.
The policy table
The objectives of the Remuneration Policy are to: 
•	 reward employees and Executive Directors appropriately for the work they do (base salary); 
•	 provide market competitive remuneration packages to enable retention or recruitment (base salary plus benefits); 
•	 incentivise employees and Executive Directors to perform at their best consistently (bonus/long-term incentive plan/
restricted share plan); 
•	 align shareholders’ and senior management’s interests (bonus in shares, long-term incentive plan/restricted share plan and 
shareholding guidelines); and 
•	 retain key staff (long-term structures with delayed vesting).
Purpose
Operation
Opportunity
Applicable 
performance 
measures
Base salary
To help recruit, 
retain and motivate 
high-performing 
Executives.
Reflects the individual 
experience, role and 
importance of the 
Executive Director to 
the business.
Base salaries are set by the Remuneration 
Committee and normally reviewed annually. 
Increases are effective from 1 April, although 
increases may be awarded at other times if 
the Remuneration Committee considers it 
appropriate.
A market benchmarking exercise will be 
undertaken periodically as determined by 
the Remuneration Committee to ensure that 
base salary remains around the median of the 
market level for roles of a similar nature, and 
to reflect the individual’s skills, experience and 
performance.
Base salaries are reviewed 
annually. Increases will not 
normally exceed the range of 
increases awarded to other 
employees within the Group.
The Remuneration Committee 
may also increase a Director’s 
salary if there is a change in the 
scope of their role, the scale 
or complexity of the business, 
or if significant changes to 
market practice arise, which 
the Remuneration Committee 
believes justifies a further 
increase in base salary.
n/a
Benefits
To help recruit, 
retain and motivate 
high-performing 
Executives.
To provide market 
competitive benefits.
Benefits are set by the Remuneration Committee 
and reviewed annually.
Benefits currently received by the Executive 
Directors include:
•	
Paid holidays
•	
Life insurance
•	
Private medical cover
•	
Housing allowance
•	
Car allowance
Other allowances provided to the wider workforce 
may also be provided. 
The Company provides a range of 
market-benchmarked benefits. The 
costs of these benefits may change 
year on year due to external costs.
The Remuneration Committee 
has flexibility to provide benefits 
that would typically have been 
available to an Executive Director 
in an overseas jurisdiction when 
recruiting from outside of the UK.
n/a
Annual bonuses
Align interests of 
Executive Directors 
and shareholders 
in the short and 
medium terms.
The annual bonus scheme participation 
levels (including maximum opportunities) 
are determined by the Remuneration 
Committee following the end of the year, 
based on performance achieved against the 
performance metrics set.
Awards are split equally between (i) cash; and 
(ii) shares vesting after two years, subject to 
continued employment or good leaver status. 
Amounts equivalent to any dividends or 
shareholder distributions made in respect of 
awards at vesting, are paid at the discretion of the 
Remuneration Committee.
The Remuneration Committee has the 
power to reduce unpaid annual bonuses and 
clawback bonuses already paid on a net basis in 
circumstances set out following this table.
Up to 125% of base salary for 
CEO and up to 100% for other 
Executive Directors. Executive 
Directors will receive 25% of the 
maximum award for threshold 
performance and 50% for  
on-target performance.
Specific targets and 
weightings may 
vary according to 
strategic priorities 
and may include:
•	
Financial 
performance;
•	
Attainment 
of personal, 
operational, 
and strategic 
objectives; and
•	
Weighting 
will focus on 
Group financial 
performance.
Pensions
Provide a basic 
pension benefit that 
would be expected for 
the position.
Percentage of base salary paid into a defined 
contribution scheme.
In line with pension benefits 
offered to the wider workforce in 
the relevant geography, which is 
currently 8% in the UK and 6% in 
Singapore.
n/a
The Directors’ Remuneration Policy approved by shareholders at the 2023 AGM is set out in full below:
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Purpose
Operation
Opportunity
Applicable performance 
measures
Share-based 
incentives
Align the interests 
of Executive 
Directors and 
shareholders in the 
long term.
Incentivise long-
term value creation.
Share-based incentives are made up of 
a Long-Term Incentive Plan (LTIP) that 
was approved at the 2017 AGM, and 
a Restricted Share Plan (RSP) that was 
approved at the 2020 AGM. 
The normal maximum award 
level under share-based incentive 
plans is 150% of base salary 
or such higher amount as the 
Remuneration Committee in 
its absolute discretion may 
determine, up to a maximum of 
200% of base salary. The 200% 
cap is restricted to exceptional 
circumstances only.
n/a
LTIP awards may be made in the form of 
conditional share awards, nil or nominal 
cost options. The LTIP also provides 
for awards to be structured as stock 
appreciation or phantom rights, which 
may be suitable for awards granted in 
overseas jurisdictions.
Performance is typically measured over 
three financial years starting with the 
year of date of grant, or any longer 
period as the Remuneration Committee 
may decide.
An award will be subject to a two-year 
holding period.
25% of a LTIP award will vest for 
threshold performance.
Specific targets and weightings 
may vary according to strategic 
priorities at the start of each 
performance period and may 
include:
•	 Financial performance 
(such as EPS)
•	 Value creation (such 
as TSR)
•	 Strategic objectives
Weighting is expected to focus 
on Group financial and value 
creation performance measures.
RSP awards may be granted without 
performance conditions.
Restricted share awards normally vest 
five years from the date of award.
Up to a maximum of 15% of 
base salary may be granted 
as restricted shares without 
performance conditions.
In calculating value against the 
150% of salary limit for share-
based incentives, the value of 
restricted share awards will be 
multiplied by two to reflect that 
they do not have performance 
conditions attached.
n/a
Clawback: The Remuneration Committee 
has the discretion to claw back some, or 
all, awards granted under share-based 
incentive plans by reducing unvested 
awards or requiring the return of the net 
value of vested awards to the Company 
in circumstances set out following 
this table.
Amounts equivalent to any dividends 
or shareholder distributions made in 
respect of awards at vesting, are paid 
at the discretion of the Remuneration 
Committee.
n/a
n/a
Purpose
Operation
Opportunity
Applicable 
performance 
measures
Shareholding (minimum)
Align the interests of Executive 
Directors and shareholders in 
the long term.
To build a minimum shareholding 
equivalent to two years’ salary. 
Directors have a period of five years 
from appointment to achieve this.
n/a
n/a
Post-employment 
shareholding
Align the interests of Executive 
Directors and shareholders in 
the long term.
Post cessation, Executive Directors 
must hold shares equivalent to 
200% of salary for the first year 
and 100% of salary for the second 
year or, if their holding is lower than 
this at cessation, the value of their 
holding at the point of cessation. The 
Committee will ensure the application 
of this requirement through a signed 
agreement with the Executive.
Shares that have been, or are in future, 
purchased by Executives will not be 
subject to restrictions on sale.
Deferred bonus shares in their deferral 
period and vested LTIP awards that 
are still in their holding period will 
be counted against the percentage 
requirement on a net of tax basis.
n/a
n/a
Non-Executive Directors’ 
fees
Fees are set at a level that is 
sufficient to attract, motivate 
and retain quality  
Non-Executive Directors.
Fees are reviewed periodically. The 
Board (excluding the Non-Executive 
Directors) are responsible for setting 
Non-Executive Directors’ fees.
Non-Executive Directors are not 
entitled to participate in the Group’s 
incentive plans.
The total amount of  
Non-Executive Directors’ fees 
shall not exceed that approved by 
shareholders at a General Meeting 
(currently £600,000 in accordance 
with the Articles). 
n/a
Use of discretion 
The Company’s incentive plans including the annual bonus scheme, share option scheme, LTIP and RSP will be operated within 
the rules of the relevant scheme, together with all applicable laws and regulations. The Remuneration Committee may operate 
the discretion contained in the relevant plan in order to facilitate its administration and operation. Discretion includes (but is not 
limited to):
•	 who is invited to participate or receive awards, the size and timing of awards or payments;
•	 the setting of appropriate performance measures and targets from year to year, and any adjustment of these considering 
market conditions;
•	 the annual review of performance against targets for the determination of bonuses and awards;
•	 the determination of vesting and performance periods; and 
•	 the treatment of leavers, and discretion when dealing with adjustments for corporate events (such as changes in control, 
rights issues, de-mergers, acquisitions etc.). 
Annual bonus documentation and the LTIP contain provisions to give the Committee the ability to apply discretion to adjust 
any formulae and workings to reduce vesting levels to ensure pay-outs fully and properly reflect overall performance and 
shareholder experience and in response to exceptional negative events.
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Performance measures and targets
The Company’s incentive plans use a range of performance measures linked to business strategy and current key priorities. 
Measures and weightings will be described in the respective Directors’ Remuneration Report. Performance targets will be 
challenging yet achievable, and will require stretching out-performance to achieve the maximum. Annual bonus targets will 
usually be disclosed when they are no longer commercially sensitive. LTIP targets will usually be disclosed on a prospective 
basis where possible. 
Malus and clawback 
Annual bonus documentation, the LTIP and RSP, will contain provisions enabling the Committee to apply malus and clawback 
provisions. These allow the Committee to determine, in its absolute discretion, that an unvested award or bonus award (or 
part of an award) may not be permitted to vest, or that the level of vesting is reduced in certain circumstances or payment 
back of some, or all, of an award is required after vesting. Where the Committee acts fairly and reasonably to determine, 
within a period not exceeding three years from the determination of an award, that:
•	 a serious breach of the Company’s code of ethics has arisen; or 
•	 a serious health and safety issue has occurred; or 
•	 the award holder has participated in, or was responsible for, conduct that has resulted in significant losses to the Group; or 
•	 the award holder has failed to meet appropriate standards of fitness and propriety resulting in a material negative effect 
on the Group; or 
•	 the award holder has committed material wrongdoing or has breached the terms of their employment contract in such 
manner as would result in a potentially fair reason for dismissal; or 
•	 there was a material error in determining whether an award should be made, in determining the size or nature of the award 
or the extent to which it has vested,
it may require any unvested awards held by the award-holder to lapse in whole, or in part, immediately, and/or may require the 
award holder to repay the Company the after-tax value of some, or all, vested awards received during that period, in such form 
as it may determine. 
Malus and clawback will continue to apply to any awards held by leavers and those vesting in connection with corporate 
events/changes in control. The Committee has the right to apply the malus provision to an individual or on a collective basis. It 
shall also (acting reasonably and in good faith) determine the amount or award subject to clawback.
Legacy commitments 
The Committee reserves the right to honour any legacy remuneration arrangements including those made under a previously 
approved Directors’ Remuneration Policy. 
Approach to Executive recruitment 
In the event of the recruitment of a new Executive Director, the Remuneration Committee would consider the structure and 
levels of the remuneration for existing Directors and prevailing market practice, together with the skills and value it believed 
the new Director would bring to the Company. It is, therefore, expected that a new Director’s package would include the 
same elements as existing Directors, and the maximum level of variable remuneration for annual bonus and LTIP would be 
capped as it is for existing Executive Directors. Depending on the timing of any appointment, the performance measures 
and targets used for incentive purposes may differ from existing Executive Directors for the first performance cycle. The 
Committee may agree to meet any relocation expenses or other benefit arrangements if considered in the best interests of 
shareholders. In addition, the Remuneration Committee will have discretion to make payments or awards to buy out incentive 
arrangements forfeited on leaving a previous employer, i.e. over and above the approach outlined in the previous table, and 
may exercise the discretion available under Listing Rule 9.3.2R if necessary to do so. In doing so, the Remuneration Committee 
will seek, to the best possible extent, to do no more than match the fair value of the awards forfeited, considering the 
applicable performance conditions, likelihood of those conditions being met and proportion of the applicable vesting period 
remaining. Where an Executive Director appointment is an internal candidate, the Remuneration Committee will honour any 
pre-existing remuneration obligations or outstanding variable pay arrangements that relate to the individual’s previous role. 
The Remuneration Committee retains the discretion to offer appropriate remuneration outside the standard policy where an 
interim appointment is made to fill an Executive role on a short-term basis or where exceptional circumstances require that 
the Chair or a Non-Executive Director takes on an Executive function. 
Executive Directors’ contracts 
The Executive Directors’ contracts run for an indefinite period, with the Company able to terminate the contracts without 
cause giving 12 months’ notice. When a Director is terminated without cause, the Director is entitled to a termination 
payment of 12 months’ basic pay. Directors’ service contracts are available for inspection at the Company’s AGM. Directors 
can terminate the contracts giving 12 months’ notice. 
The Executive Director may, at the discretion of the Committee, remain eligible to receive a bonus award for the financial year 
that they cease to be an employee in, if the Committee has decided that good leaver terms should apply. Any such bonus will 
be determined by the Committee considering time in employment and performance. Any deferred bonus and share-based 
incentives will be subject to the leaver terms in the respective plan rules. 
The Committee may determine it appropriate to provide reasonable outplacement support to a departing Executive Director, 
the reimbursement of legal advice at the expense of the Company and any payments required by statute.
Leaver provisions
The table below outlines the treatment of outstanding share awards under the short and long-term incentive plans for “good” 
and “bad” leavers, and in circumstances where the Company undergoes a change of control. A “good” leaver will generally 
mean an Executive Director who ceases to be an employee for any of the following reasons: death, retirement, injury or 
disability, the employing Company ceasing to be part of the Group, redundancy, or any other reason, subject to Remuneration 
Committee discretion. A “bad” leaver will generally mean any leaving scenario that is not provided for under the good leaver 
definition.
Type of leaver
Deferred Bonus Plan
Long-Term Incentive Plan
Restricted Share Plan
Good leaver
Where a participant 
ceases to be an 
employee before the 
end of the deferral 
period, awards will 
vest in full on the date 
of cessation.
Where a participant ceases to be 
an employee during the first three 
years of the performance period, 
the number of shares vesting will be 
subject to a pro-rata reduction by 
reference to relevant performance 
achievement, and the period elapsed 
between the award date and date of 
cessation, unless the Remuneration 
Committee determines the reduction 
is not appropriate. Shares will vest 
at the end of the vesting period (five 
years from grant) or such earlier date 
as the Remuneration Committee 
determines.
Where a participant ceases 
employment after the first three 
years of the performance period, no 
pro-rating will apply but awards will 
vest on the fifth anniversary of the 
award grant unless the Remuneration 
Committee exercises its discretion to 
permit earlier vesting.
Where a participant ceases to be an 
employee during the first three years 
of the restricted period, the number 
of shares vesting will be subject to 
a pro-rata reduction by reference 
to the period elapsed between the 
award date and the date of cessation, 
unless the Remuneration Committee 
determines the reduction is not 
appropriate. Shares will vest at the 
end of the vesting period (five years 
from grant) or such earlier date 
as the Remuneration Committee 
determines.
Where participants cease 
employment after the first three 
years of the restricted period, no 
pro-rating will apply but awards 
will vest on the fifth anniversary of 
the grant of the award unless the 
Remuneration Committee exercises 
its discretion to permit earlier vesting.
154
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Type of leaver
Deferred Bonus Plan
Long-Term Incentive Plan
Restricted Share Plan
Bad leaver
Where a participant 
ceases to be an 
employee before the 
end of the deferral 
period, awards will 
lapse in full on the 
date of cessation. The 
Committee retains 
discretion to override 
this rule in whole 
or in part except in 
circumstances where 
the participant is 
dismissed for reason of 
misconduct.
Where a participant ceases to be 
an employee during the first three 
years of the performance period, 
all outstanding shares will lapse 
immediately on cessation.
Where participants cease 
employment after the first three 
years of the performance period, 
awards will vest on the fifth 
anniversary of the grant of the 
award or such earlier date as the 
Committee may determine, except in 
circumstances where the participant 
is dismissed.
Where a participant ceases to be 
an employee during the first three 
years of the restricted period, 
all outstanding shares will lapse 
immediately on cessation.
Where participants cease 
employment after the first three 
years of the restricted period, awards 
will vest on the fifth anniversary 
of the grant of the award or such 
earlier date as the Committee may 
determine, except in circumstances 
where the participant is dismissed.
Change of 
control
On a change of control 
of the Company during 
the deferral period, 
awards will vest in 
full on the date of the 
event.
On a change of control of the 
Company prior to the vesting 
date of an LTIP award (the fifth 
anniversary of grant), an award 
will vest on the date of the event 
and the Remuneration Committee 
has the discretion to determine 
the number of shares vesting by 
assessing the achievement of the 
relevant performance conditions and 
apply a pro-rata reduction based on 
the proportion of the performance 
period elapsed at the time of the 
event, unless it determines a pro-rata 
reduction is not appropriate.
On a change of control of the 
Company prior to the vesting date 
of an RSP award, an award will vest 
on the date of the event over such 
number of shares as the Committee 
determines, considering the time 
elapsed since the grant date and any 
other factors considered relevant.
The Remuneration Committee has the discretion to permit acceleration of vesting and to disapply pro-rating.
Non-Executive Directors’ contracts 
The Non-Executive Directors’ contracts run for an indefinite period, with the Company being able to terminate contracts 
without cause giving 12 months’ notice. If the shareholders do not re-elect a Non-Executive Director, or they are retired from 
office under the Articles, their appointment terminates automatically with immediate effect and without compensation. In 
accordance with the Code, Non-Executive Directors will typically not serve more than nine years. Non-Executive Directors are 
not entitled to share-based incentives or pensions. 
Shareholder consultation 
The Remuneration Committee’s policy is to consult with major shareholders on significant Executive remuneration decisions. 
The development of this Policy was subject to shareholders’ and proxy agency adviser consultations. Feedback from any 
engagement is considered by the Committee on a timely basis. 
More generally, the Committee is kept updated on and reviews the latest guidance from the proxy agencies and major 
institutional shareholders. 
Statement of consideration of employment conditions elsewhere in the Company 
Pay and conditions throughout the Group are considered when setting the Remuneration Policy. The Committee will be 
regularly informed of remuneration trends and issues throughout the workforce, keeping this in mind when determining the 
Policy for Executive Directors. 
Fixed pay is set for wider employees in a similar way to that for the Executive Directors, albeit in some locations pay is subject 
to local regulatory compliance. The use of incentive pay will vary across the business and any performance measures used will 
reflect the nature of the specific role and its location. 
The Remuneration Committee does not consult directly with other employees when setting Executive Director remuneration. 
However, the Remuneration Committee Chair is also the designated Non-Executive Director responsible for workforce 
engagement and has conducted several activities that have included the opportunity to discuss Executive remuneration with 
employees. 
Illustration of the application of the Directors’ Remuneration Policy 
The charts below give an indication of the level of remuneration that would be received by each Executive in accordance with 
the approved Directors’ Remuneration Policy.
All figures are shown in thousands.
Gavin Griggs
Matt Webb
Andy Sng
£0
£500
£1000
£1500
£2000
£2500
Maximum
with 50%
share price
growth
Maximum
On-target
Minimum
Maximum
with 50%
share price
growth
Maximum
On-target
Minimum
S$0
S$200
S$400
S$600
S$800
S$1000
S$1200
Maximum
with 50%
share price
growth
Maximum
On-target
Minimum
£2,382
£731
£1,245
£2,052
£1,727
£566
£906
£1,473
S$1,139
S$414
S$641
S$991
27%
5%
31%
37%
90%
10%
53%
6%
29%
12%
31%
4%
36%
29%
30%
5%
26%
39%
90%
10%
56%
6%
25%
13%
34%
4%
31%
31%
31%
7%
29%
33%
88%
12%
56%
8%
26%
10%
37%
5%
33%
25%
  Fixed    RSP    Annual bonus    LTIP 
The charts above illustrate the value of the remuneration package for each Executive in 2025, under four scenarios:
•	 Minimum: Fixed pay (consisting of base salary, benefits and pension) and full vesting under the RSP
•	 On-target: Fixed pay, full vesting under the RSP, on-target outturn under the annual bonus (50% of maximum) and 
threshold vesting under the LTIP (25% of maximum)
•	 Maximum: Fixed pay, full vesting under the RSP, maximum outturn under the annual bonus and full vesting under the LTIP
•	 Maximum (with 50% share price growth): As shown in the “maximum” scenario, with 50% share price appreciation 
assumed for the RSP and LTIP
For the purposes of the charts above, the fixed elements of remuneration are as follows (on annualised basis):
Position
Name
Base salary (effective 
April 2025)
Benefits 
(as per FY24)
Pension
Total fixed 
pay
Chief Executive Officer
Gavin Griggs
£587,100
£23,400
£47,000
£657,500
Chief Financial Officer
Matt Webb
£453,200
£20,000
£36,300
£509,500
Executive Vice President, Asia
Andy Sng
S$329,600
S$17,600
S$17,300
S$364,500
156
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REMUNERATION COMMITTEE REPORT
CONTINUED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
The Directors present their report and audited financial 
statements for the year ended 31 December 2024 
(Directors’ Report). Certain disclosure requirements for 
inclusion in the Directors’ Report have been incorporated 
by cross-referencing with content elsewhere in the Annual 
Report and referenced below. This report should be read in 
conjunction with:
•	 Greenhouse gas emissions reported information – 
Sustainability Report, pages 66–68;
•	 Energy consumption information – Sustainability Report, 
page 95;
•	 Gas emissions, energy consumption and energy efficiency 
(other disclosures) – Sustainability Report, 66—69 
and 94—95;
•	 For the purposes of UK Listing Rule (UKLR) 6.6.6R(8), 
information on climate-related financial disclosures 
consistent with the TCFD recommendation and the TCFD 
recommended disclosure – pages 70–84;
•	 Further details of the actions that the Group is taking to 
reduce emissions – Sustainability Report, pages  56–57;
•	 Group employees reported information – Sustainability 
Report, pages 85–91;
•	 Information concerning employee share schemes – Note 
30, pages 210–223;
•	 Corporate Governance Report – pages 111–122; and
•	 The Group’s key activity in Research and Development – 
Chief Executive Officer’s Review, page 23.
The Company’s business activities, together with factors 
that potentially affect its future development, performance 
or position, can be found in the Strategic Report on pages 
11–100.
Details of the Company’s financial position and its cash 
flows are outlined in the Chief Financial Officer’s Review on 
pages 32–37.
The Long-term Viability Statement, and information on the 
appropriateness of adopting the going concern basis of the 
accounts, can be found on page 52.
Our approach to risk management is outlined from page 38.
The Board reviewed the process to ensure that the primary 
financial statements and the notes to the financial statements, 
had been tagged in line with the required taxonomy.
Other statutory disclosures
Areas for disclosure
Location of details in the Annual 
Report and Accounts
(1) 	
Directors
Director biographies on pages 
108–110
Nomination Committee Report on 
pages 123–128
(2)	
Employee engagement and business relationships
Pages 85–91 and 117
(3) 	
Financial risks
Note 31, pages 224–229
(4)	
Future developments
Strategic Report on pages 11–100
(5)	
Greenhouse gas emissions
Pages 66–69 and 94–95
(6)	
Post-balance sheet events
Note 32, page 229
(7)	
Reporting under Section 172 Companies Act and engagement with stakeholders
Pages 55–55
(8)	
Viability Statement
Page 52
Dividends
XP Power’s policy is to declare quarterly dividends. No dividends 
were declared for the 2024 financial year, while the Company 
focused on reducing net debt. The importance of dividends is 
recognised by the Board and forms an important part of the 
Group’s long-term capital allocation strategy.
The trustee of the Employee Benefit Trust has waived its right 
to dividends paid on any ordinary shares it holds on the terms 
of the Employee Benefit Trust in respect of the period covered 
by the financial statements and future periods. Such waivers 
represent less than 1% of the total dividend payable on the 
Company’s ordinary shares.
Directors and Directors’ interests
The Company’s Articles of Association (the Articles) give the 
Directors power to appoint and replace Directors. Under the 
Nomination Committee’s Terms of Reference, any appointment 
must be recommended by the Nomination Committee for Board 
approval. Shareholders may, by ordinary resolution of which 
special notice has been given in accordance with section 152 
of the Act, remove any Director before the expiration of their 
period of office.
Directors of the Company in office at 31 December 2024, and at 
the date of this report, together with their biographical details, 
are shown on pages 108—110. Daniel Shook was appointed 
on 1 January 2025. Details of the Directors’ service contracts 
are given in the Directors’ Remuneration Report on page 155 
and 156.
The present Board membership and Directors’ interests 
in the shares of the Company are set out in the Directors’ 
Remuneration Report. No Director had any dealings in the 
shares of the Company between 31 December 2024 and the 
date of this report.
In line with the 2018 UK Corporate Governance Code, each 
Director will stand for re-election at the forthcoming AGM.
The Company business, including in relation to the allotment 
and issuance of ordinary shares, is managed by the Board, which 
may exercise all the powers of the Company subject to the 
Company’s Articles, any directions given by the Company by 
special resolution and any relevant statutes and regulations.  
A summary of Matters reserved for the Board can be found on 
page 121 of the Corporate Governance Report.
Liability insurance and indemnities
The Company has agreed to indemnify, to the extent permitted 
by law, each Director against any liability incurred in respect 
of acts or omissions arising during their office. Each Director is 
covered by appropriate Directors’ and officers’ liability insurance, 
at the Company’s expense.
Share capital and capital structure
At the date of this report, the total share capital of the Company 
was 23,689,254 ordinary shares, of which 7,500 were held in 
treasury. Therefore, the total voting rights in the Company are 
23,681,754. Ordinary shareholders are entitled to receive notice 
of, and to attend and speak at, general meetings. On a show 
of hands, every shareholder present in person or by proxy (or a 
duly authorised corporate representative) shall have one vote 
and, on a poll, every member present in person or by proxy (or 
a duly authorised corporate representative) shall have one vote 
for every share held by that member. The rights and obligations 
attached to the ordinary shares are governed by the Articles and 
prevailing legislation. There are no other classes of share capital.
There are no restrictions on the voting rights attached to the 
Company’s ordinary shares or on the transfer of shares in the 
Company. No shareholder holds shares in the Company that 
carry special rights or control of the Company’s share capital. 
The Directors are not aware of any agreements between holders 
of shares that may result in restrictions on the transfer of shares 
or on voting rights.
Information required to be disclosed by UK Listing Rule (UKLR) 6.6.1R can be found in the following Annual Report locations:
Listing Rule 
Section
Topic
Location and page
(1)
Capitalised interest
Note 6 to the Group’s consolidated financial 
statements on page 192. Related tax relief is not 
material.
(2)
Publication of unaudited financial information
Nothing to disclose
(3)
Details of long-term incentive plans established 
specifically to recruit or retain a Director
Nothing to disclose
(4) (5)
Waiver of emoluments by a Director of the Company
Nothing to disclose
(6) (7)
Allotments for cash of ordinary shares
Nothing to disclose
(8)
Parent participation in a placing by a listed subsidiary
Nothing to disclose
(9)
Contracts of significance
Nothing to disclose
(10) (13)
Controlling shareholder disclosures
Nothing to disclose
(11) (12)
Dividend waiver
Directors’ Report on page 159
158
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XP Power Annual Report & Accounts for the year ended 31 December 2024
DIRECTORS’ REPORT

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Power to issue and allot
At the AGM, held on 25 April 2024, Directors were given 
authority to allot and issue shares in the Company up to a 
maximum amount equivalent to approximately one-third of 
the issued share capital, excluding shares held in treasury, 
for general purposes, plus up to a further one-third of the 
Company’s issued share capital, excluding shares held in 
treasury, but only in the case of a rights issue. The Directors 
acknowledge the voting outcome of this resolution, which 
was approved with 75.89% of the votes cast. The views of 
shareholders who voted against were sought following the 
meeting, a further explanation can be found on page 120.
Directors were also granted additional powers at the 2024 
AGM to allot new shares in the Company for cash (i) up to an 
aggregate number of 2,368,175 (being approximately 10% 
of the Company’s then issued ordinary share capital) and an 
additional 473,635 new shares (being approximately 20% 
of any allotment under (i)); and (ii) up to a further aggregate 
number of 2,368,175, and an additional 473,635 new shares 
(being approximately 20% of any allotment under (ii)), in each 
case without regard to the pre-emption rights, provided that 
the authority under (ii) can only be used in connection with 
acquisitions or capital investments. 
These authorities expire on the date of the 2025 AGM, where 
the Directors propose to renew them for a further year. 
The Directors have no current intention of exercising these 
authorities, if granted, other than to satisfy the exercise of 
options or vesting of awards under the Company’s employee 
share schemes.
Authority to purchase own shares
At the 2024 AGM, shareholders gave the Company authority 
to make market purchases of up to 10% of the Company’s 
then issued ordinary share capital. Any shares purchased 
in this way could be cancelled or held in treasury (or a 
combination of these). No purchases have been made under 
this authority. The Directors propose to seek an equivalent 
authority at the 2025 AGM, but, if granted, have no current 
intention of using this authority.
Annual General Meeting
Details of the Company’s AGM and the proposed resolutions 
will be set out in a separate Notice of Meeting.
Independent Auditor
Our Auditor, PwC LLP, has indicated its willingness to continue 
in office, and on Audit Committee recommendation, resolutions 
to reappoint PwC LLP as Auditor and to authorise the Directors 
to determine the Auditor’s remuneration will be proposed at the 
forthcoming AGM.
Articles of association
Any amendments to the Articles of Association of the 
Company may be made by special resolution of the 
shareholders.
Significant contracts and change of 
control
The Group has borrowing facilities that may require the 
immediate repayment of all outstanding loans together with 
accrued interest in the event of a change of control. The rules 
of the Company’s employee share plans set out change-in-
control consequences of the Company on participants’ rights 
under the plans. Awards may vest, becoming exercisable on a 
change of control subject to the satisfaction of performance 
conditions and in accordance with the rules of the plan.
None of the Executive Directors’ service contracts contain 
provisions that are affected by a change of control and there 
are no other agreements that the Company is party to that take 
effect, alter or terminate in the event of a change of control of 
the Company, which are considered to be significant in terms of 
their potential impact on the Group. The Company does not have 
any contractual or other arrangements that are essential to the 
business of the Group.
Political and charitable donations
The Group did not make any political donations or incur 
any political expenditure during the year. See page 91 for 
charitable donations information. 
Branches 
The Company had no branches in existence during the year 
under review and to the date of this report.
Financial risk management
The Group’s exposure to, and management of, capital, liquidity, 
credit, interest rate and foreign currency risks are contained in 
Note 31 from page 228.
Post-balance sheet events
Post balance sheet events have been reported in Note 32 to 
the financial statements from page 229.
Signed on behalf of the Board by:
GAVIN GRIGGS
CHIEF EXECUTIVE OFFICER
4 March 2025
XP Power Limited 19 Tai Seng Avenue, #07-01, Singapore 534054
Company Registration Number: 200702520N, registered in Singapore.
Statement of Directors’ responsibilities 
in respect of the Annual Report and the 
Financial Statements
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable law 
and regulation. 
Company law requires the Directors to prepare Group financial 
statements and a Parent Company balance sheet for each 
financial year. Under that law, the Directors have prepared the 
Group financial statements in accordance with International 
Accounting Standards and the Parent Company balance sheet 
in accordance with Singapore Financial Reporting Standards 
(International) (SFRS(I)s) and applicable law.
The Group has prepared financial statements in accordance 
with International Financial Reporting Standards.
Under company law, directors must not approve the financial 
statements unless they are satisfied that they give a true 
and fair view of the state of affairs of the Group and Parent 
Company, and of the profit or loss of the Group for that 
period. In preparing the Group and Parent Company balance 
sheet, the Directors are required to: 
•	 select suitable accounting policies and apply them 
consistently; 
•	 state whether applicable International Accounting 
Standards and International Financial Reporting Standards 
have been followed for the Group financial statements 
and SFRS(I)s have been followed for the Parent Company 
balance sheet, subject to any material departures disclosed 
and explained in the financial statements; 
•	 make judgements and accounting estimates that are 
reasonable and prudent; and 
•	 prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the Group 
and Parent Company will continue in business. 
The Directors are responsible for safeguarding Group and 
Parent Company assets and, hence, for taking reasonable 
steps for the prevention and detection of fraud and other 
irregularities. 
The Directors are also responsible for keeping adequate 
accounting records sufficient to show and explain the 
Group’s and Parent Company’s transactions and disclose with 
reasonable accuracy, at any time, the financial position of 
the Group and Parent Company, so they can ensure that the 
financial statements and the Directors’ Remuneration Report 
comply with relevant legislation.
The Directors are responsible for the maintenance and 
integrity of the Company’s website. 
Singapore legislation that governs the preparation and 
dissemination of financial statements may differ from 
legislation in other jurisdictions. 
Fair, balanced and understandable
The Directors consider the Annual Report and Accounts, taken 
as a whole, is fair, balanced and understandable, and provides 
the information necessary for shareholders to assess the 
Group’s position, performance, business model and strategy. 
For details of the process followed to enable the Board to 
make this statement, please refer to the Audit Committee 
Report on page 131.
Responsibility statement of the 
Directors in respect of the Annual 
Financial Report
Each of the Directors, whose names and functions are listed 
in the Annual Report and the financial statements, confirm, 
to the best of their knowledge that:
•	 the balance sheet of the Company and consolidated 
financial statements of the Group, as set out on pages 
169–229, are drawn up in accordance with the applicable 
set of accounting standards, to give a true and fair 
view of the assets, liabilities, financial position and 
profit or loss of the Group for the financial year ended 
31 December 2024; and
•	 the Annual Report includes a fair review of the 
development and performance of the business and the 
financial position of the Group and the Company, together 
with a description of the principal risks and uncertainties 
they face.
•	 so far as they are aware, there is no relevant audit 
information of which the Group's and Parent Company's 
Auditor is unaware; and
•	 they have taken all the steps that they ought to have taken 
as a Director to make themselves aware of any relevant 
audit information and to establish that the Group's and 
Parent Company's Auditor is aware of that information.
The Directors’ Report, together with the Strategic Report on 
pages 11–100, which forms the Management Report for the 
purposes of Financial Conduct Authority Disclosure Guidance 
and Transparency Rules (DTR 4.1.8), was approved by the 
Board on 4 March 2025 and is signed on its behalf by: 
JAMIE PIKE
CHAIR 
GAVIN GRIGGS
CHIEF EXECUTIVE OFFICER
4 March 2025
160
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161
XP Power Annual Report & Accounts for the year ended 31 December 2024
DIRECTORS’ REPORT CONTINUED
DIRECTORS’ RESPONSIBILITIES STATEMENT

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
OUR FINANCIALS
INDEPENDENT AUDITOR’S REPORT
164
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
169
CONSOLIDATED STATEMENT OF 
COMPREHENSIVE INCOME
169
CONSOLIDATED BALANCE SHEET
170
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
171
CONSOLIDATED STATEMENT OF CASH FLOWS
172
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
173
COMPANY BALANCE SHEET
230
NOTES TO THE COMPANY BALANCE SHEET
231
FIVE-YEAR REVIEW CONSOLIDATED INFORMATION
243
ADVISERS
244
OUR 
FINANCIALS
162
XP Power Annual Report & Accounts for the year ended 31 December 2024
163
XP Power Annual Report & Accounts for the year ended 31 December 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Report on the Audit of the Financial Statements
Our opinion
In our opinion, the accompanying consolidated financial 
statements of XP Power Limited (the “Company”) and its 
subsidiary corporations (the “Group”) and the balance sheet 
of the Company are properly drawn up in accordance with 
the provisions of the Singapore Companies Act 1967 (the 
“Act”), Singapore Financial Reporting Standards (International) 
(“SFRS(I)s”) and International Financial Reporting Standards 
(“IFRSs”) as issued by the International Accounting Standards 
Board (“IFRSs as issued by the IASB”), so as to give a true and 
fair view of the consolidated financial position of the Group and 
the financial position of the Company as at 31 December 2024, 
and of the consolidated financial performance, consolidated 
changes in equity and consolidated cash flows of the Group for 
the financial year ended on that date.
What we have audited
The financial statements of the Company and the Group 
comprise:
•	 The consolidated statement of profit or loss of the Group 
for the financial year ended 31 December 2024;
•	 The consolidated statement of comprehensive 
income of the Group for the financial year ended 
31 December 2024;
•	 The consolidated balance sheet of the Group as at 
31 December 2024;
•	 The balance sheet of the Company as at 
31 December 2024;
•	 The consolidated statement of changes in equity of the 
Group for the financial year then ended;
•	 The consolidated statement of cash flows of the Group 
for the financial year then ended; and
•	 The notes to the financial statements, including material 
accounting policy information.
Basis for our opinion
We conducted our audit in accordance with International 
Standards on Auditing (“ISAs”). Our responsibilities under 
those standards are further described in the "Auditor’s 
Responsibilities for the Audit of the Financial Statements" 
section of our report.
We believe that the audit evidence we have obtained is 
sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the 
Accounting and Corporate Regulatory Authority Code of 
Professional Conduct and Ethics for Public Accountants and 
Accounting Entities (“ACRA Code”) together with the ethical 
requirements that are relevant to our audit of the financial 
statements in Singapore, and we have fulfilled our other 
ethical responsibilities in accordance with these requirements 
and the ACRA Code. 
Our audit approach – overview 
Materiality
The overall materiality which we have used to plan our work for the Group amounted to £0.5m. 
The overall materiality applied to the audit of the Company balance sheet amounted to £0.4m. 
Audit scope
We performed an audit of the complete financial information and of significant financial 
statement line items for significant reporting units which included operations based in North 
America, Europe and Asia. This accounted for approximately 90% of Group revenues and 97% of 
Group assets.
Key audit matters
We identified the following key audit matters: 
•	 Goodwill; and
•	 Capitalised product development costs.
Materiality
Audit Scope
Key 
Audit
Matters
How we determined materiality
The scope of our audit was influenced by our application 
of materiality. We set certain quantitative thresholds for 
materiality. These, together with qualitative considerations, 
helped us to determine the scope of our audit and the 
nature, timing and extent of our audit procedures on 
the financial statement line items and disclosures and in 
evaluating the effect of misstatements, both individually and 
in aggregate on the financial statements as a whole. 
For each component in the scope of our Group audit, we 
allocated a materiality that is less than our overall Group 
materiality. The range of materiality allocated across 
components was £0.1m to £0.4m. Certain components were 
audited to a local statutory audit materiality that was also 
less than our overall Group materiality.
Based on our professional judgement, we determined 
that the benchmark of Adjusted Profit before Taxation is 
appropriate as it reflects the Group’s growth and investment 
plans. We believe this is a key measure used by shareholders 
in assessing the performance of the Group.
We agreed with the Audit Committee that we would report 
to them misstatements identified during our audit above 
£0.1m, as well as misstatements below that amount that, in 
our view, warranted reporting for qualitative reasons. 
How we tailored the audit scope
The Group operates across North America, Europe and Asia. 
In establishing the overall approach to the Group audit, we 
determined the type of work that needed to be performed 
at the local operations by us, as the Group engagement 
team, or component auditors from other PwC network 
firms operating under our instruction. Where the work was 
performed by component auditors, we determined the level 
of involvement we needed to have in the audit work at those 
local operations to be able to conclude whether sufficient 
appropriate audit evidence had been obtained as a basis for 
our opinion on the Group financial statements as a whole.
As part of designing our audit, we determined materiality 
and assessed the risks of material misstatement in the 
accompanying financial statements. In particular, we 
considered where management made subjective judgements; 
for example, in respect of significant accounting estimates 
that involved making assumptions and considering future 
events that are inherently uncertain. As in all of our audits, 
we also addressed the risk of management override 
of internal controls, including among other matters 
consideration of whether there was evidence of bias that 
represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we 
performed sufficient work to be able to give an opinion on 
the financial statements as a whole, taking into account 
the geographical structure of the Group, the accounting 
processes and controls, and the industry in which the Group 
operates. 
What are the key audit matters
Key audit matters are those matters that, in the auditor’s 
professional judgement, were of most significance in the 
audit of the financial statements for the financial year ended 
31 December 2024. Key audit matters include the most 
significant assessed risks of material misstatement (whether 
or not due to fraud) identified by the auditors, including 
those which had the greatest effect on: the overall audit 
strategy; the allocation of resources in the audit; and the 
directing of efforts of the engagement team. These matters, 
and any comments we make on the results of our procedures 
thereon, were addressed in the context of our audit of the 
financial statements as a whole, and in forming our opinion 
thereon, and we do not provide a separate opinion on these 
matters. This is not a complete list of all risks identified by 
our audit.
164
XP Power Annual Report & Accounts for the year ended 31 December 2024
165
XP Power Annual Report & Accounts for the year ended 31 December 2024
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF XP POWER LIMITED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Key audit matters
How did our audit address these
Goodwill
Refer to page 129 (Audit Committee Report), page 186 
(Critical accounting estimates, assumptions and judgements 
– Recoverable amount of cash-generating units for goodwill 
impairment) and pages 196–197 (Note 12 – Goodwill).
The Group has goodwill of £73.2m at 31 December 2024 
contained within three cash-generating units (“CGUs”) defined 
by its geographical split – North America, Europe and Asia. 
We focused on this area due to the relative size of the carrying 
amount of goodwill, which represents 18% of total assets, and 
because of the significant judgements used to estimate key 
assumptions applied in computing the recoverable amounts of 
different CGUs for the purpose of impairment assessment. 
Key assumptions include future revenue growth rate, terminal 
growth rate and discount rate. 
The Group has also assessed the impact of climate change on 
the assumptions used in goodwill impairment assessment and 
disclosed them in Note 12 to the financial statements.
We inquired and evaluated management’s definition 
of CGUs. 
We assessed the reasonableness of management’s 
assumptions used to compute the recoverable amounts of 
the CGUs by: 
•	 Reviewing historical revenue and cost trends; 
•	 Inquiring management’s future plans for growth and 
cost optimisation; 
•	 Benchmarking key market-related assumptions with 
relevant economic and industry indicators;
•	 Reviewing forecasted capital expenditure to 
management’s budget and plans;
•	 Benchmarking terminal growth rate with forecasted 
long-term growth rates of each region; and
•	 Computing independent discount rates.
We reviewed management’s sensitivity analysis which 
considers reasonably possible changes to key assumptions, 
including unfavourable changes to assumptions arising from 
climate change.
Based on the above, no exceptions were noted.  
Capitalised product development costs
Refer to page 129 (Audit Committee Report), pages 185–186 
(Critical accounting estimates, assumptions and judgements – 
Capitalisation of product development costs, Recoverable amount 
of capitalised product development costs, Useful lives of capitalised 
product development costs and start date for amortisation) and 
page 198 (Note 13 – Intangible assets).
Part of the Group’s strategy is to invest in research and 
development to create new products. As at 31 December 2024, 
the carrying amount of capitalised product development costs 
is £36.4m, of which £10.2m was capitalised in the current 
financial year. 
We focused on the appropriateness of capitalisation of product 
development costs due to the relative size of the carrying amount 
of this intangible asset, which represented 9% of total assets, and 
because significant judgement is involved in determining whether 
the criteria to capitalise such product development costs, as set 
out in IAS 38 Intangible Assets, have been fulfilled and that the 
capitalised amounts are recoverable. 
We also identified the useful lives of the capitalised product 
development costs as an area involving significant judgement. 
The carrying amount of the capitalised product development 
costs is heavily dependent on the useful lives of the developed 
products and start date for amortisation. Management has 
determined the useful lives of the developed products and start 
date for amortisation. based on the expected life cycle of these 
products, taking into consideration expected customer demand 
and technological innovation. Management takes the view that 
amortisation should start when product is capable of operation in 
a manner intended by management, with the use of established 
principals.
We assessed the appropriateness of capitalisation of 
product development costs by challenging management 
through discussions and qualitative reviews of the 
products’ technical and commercial feasibility. We also 
tested the accuracy and allocation of capitalised material 
costs and labour costs. 
We reviewed management’s impairment assessment on 
capitalised product development costs and verified inputs 
such as historical sales, unfulfilled customer orders and 
correspondences with customers on forecasted demand 
and future plans. We also reviewed the business cases 
of products in development and verified that the growth 
assumptions applied are not unreasonable.
We also performed a benchmarking exercise to compare 
the useful lives of the capitalised product development 
costs against other companies within the same industry. 
The useful lives as determined by management are in 
line with that of the industry and consistent with our 
understanding of the life cycle of the products.
We assessed the appropriateness of the start date 
for amortisation by challenging management through 
discussions and quantitative review of the products’ 
historical sales
Based on the above, no exceptions were noted.  
Information other than the Financial 
Statements and Auditor’s Report 
thereon
Going concern
Under the UK Listing Rules (“Listing Rules”) we are required 
to review the Directors’ statement, set out on page 161, in 
relation to going concern. 
•	 Our evaluation of the directors’ assessment of the 
Group’s and the Company’s ability to continue to adopt 
the going concern basis of accounting included:
•	 Evaluation of management’s base case and downside 
scenarios, understanding and evaluating the key 
assumptions;
•	 Assessment of the historical accuracy and reasonableness 
of management’s forecasting;
•	 Consideration of the Group’s available financing and debt 
maturity profile; Testing of the mathematical integrity of 
management’s liquidity headroom, sensitivity and stress 
testing calculations; and
•	 Review of the disclosures in the Annual Report in relation 
to going concern.
Based on the work we have performed, we have not 
identified any material uncertainties relating to events 
or conditions that, individually or collectively, may cast 
significant doubt on the Group’s and the Company’s ability 
to continue as a going concern for a period of at least twelve 
months from when the financial statements are authorised 
for issue.
In auditing the financial statements, we have concluded that 
the directors’ use of the going concern basis of accounting in 
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can 
be predicted, this conclusion is not a guarantee as to the 
Group’s and the Company’s ability to continue as a going 
concern.
In relation to the directors’ reporting on how they have 
applied the UK Corporate Governance Code, we have 
nothing material to add or draw attention to in relation to 
the Directors’ statement in the financial statements about 
whether the directors considered it appropriate to adopt the 
going concern basis of accounting.
Corporate governance statement
Under the Listing Rules, we are required to review the part of 
the Corporate Governance Statement relating to Provisions 
6 and 24 to 29 of the UK Corporate Governance Code. We 
have nothing to report having performed our review. 
Other information
Management is responsible for the other information. The 
other information comprises the “Overview” section set out 
on pages 2–11, “Strategic Report” section set out on pages 
12–101, “Governance” section set out on pages 102–161, 
and the “Financials” section on page 244 of the Annual 
Report. Other information, as defined in this section, does 
not include matters that we are required to review and report 
on under the Listing Rules, as described above. 
Our opinion on the financial statements does not cover 
the other information and we do not express any form of 
assurance conclusion thereon. 
In connection with our audit of the financial statements, our 
responsibility is to read the other information and, in doing 
so, consider whether the other information is materially 
inconsistent with the financial statements or our knowledge 
obtained in the audit or otherwise appears to be materially 
misstated. If, based on the work we have performed, we 
conclude that there is a material misstatement of this other 
information, we are required to report that fact. We have 
nothing to report in this regard. 
Responsibilities for the financial 
statements and the audit
Responsibilities of Management and 
Directors for the Financial Statements
Management is responsible for the preparation of financial 
statements that give a true and fair view in accordance 
with the provisions of the Act, SFRS(I)s and IFRSs as issued 
by the IASB, and for devising and maintaining a system 
of internal accounting controls sufficient to provide a 
reasonable assurance that assets are safeguarded against 
loss from unauthorised use or disposition; and transactions 
are properly authorised and that they are recorded as 
necessary to permit the preparation of true and fair financial 
statements and to maintain accountability of assets.
In preparing the financial statements, management is 
responsible for assessing the Group’s ability to continue as 
a going concern, disclosing, as applicable, matters related 
to going concern and using the going concern basis of 
accounting unless management either intends to liquidate 
the Group or to cease operations, or has no realistic 
alternative but to do so. 
The Directors are responsible for overseeing the Group’s 
financial reporting process. 
166
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167
XP Power Annual Report & Accounts for the year ended 31 December 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF XP POWER LIMITED

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
Auditor’s Responsibilities for the 
Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about 
whether the financial statements as a whole are free from 
material misstatement, whether due to fraud or error, 
and to issue an auditor’s report that includes our opinion. 
Reasonable assurance is a high level of assurance, but is 
not a guarantee that an audit conducted in accordance with 
ISAs will always detect a material misstatement when it 
exists. Misstatements can arise from fraud or error and are 
considered material if, individually or in the aggregate, they 
could reasonably be expected to influence the economic 
decisions of users taken on the basis of these financial 
statements. 
As part of an audit in accordance with ISAs, we exercise 
professional judgement and maintain professional scepticism 
throughout the audit. We also: 
•	 Identify and assess the risks of material misstatement of 
the financial statements, whether due to fraud or error, 
design and perform audit procedures responsive to those 
risks, and obtain audit evidence that is sufficient and 
appropriate to provide a basis for our opinion. The risk 
of not detecting a material misstatement resulting from 
fraud is higher than for one resulting from error, as fraud 
may involve collusion, forgery, intentional omissions, 
misrepresentations, or the override of internal control. 
•	 Obtain an understanding of internal control relevant to 
the audit in order to design audit procedures that are 
appropriate in the circumstances, but not for the purpose 
of expressing an opinion on the effectiveness of the 
Group’s internal control. 
•	 Evaluate the appropriateness of accounting policies used 
and the reasonableness of accounting estimates and 
related disclosures made by management. 
•	 Conclude on the appropriateness of management’s use of 
the going concern basis of accounting and based on the 
audit evidence obtained, whether a material uncertainty 
exists related to events or conditions that may cast 
significant doubt on the Group’s ability to continue as a 
going concern. If we conclude that a material uncertainty 
exists, we are required to draw attention in our auditor’s 
report to the related disclosures in the financial 
statements or, if such disclosures are inadequate, to 
modify our opinion. Our conclusions are based on the 
audit evidence obtained up to the date of our auditor’s 
report. However, future events or conditions may cause 
the Group to cease to continue as a going concern. 
•	 Evaluate the overall presentation, structure and content 
of the financial statements, including the disclosures, 
and whether the financial statements represent the 
underlying transactions and events in a manner that 
achieves fair presentation. 
•	 Plan and perform the group audit to obtain sufficient 
appropriate audit evidence regarding the financial 
information of the entities or business units within the 
group as a basis for forming an opinion on the group 
financial statements. We are responsible for the direction, 
supervision and review of the audit work performed 
for purposes of the group audit. We remain solely 
responsible for our audit opinion.
We communicate with the Audit Committee regarding, 
among other matters, the planned scope and timing of the 
audit and significant audit findings, including any significant 
deficiencies in internal control that we identify during our 
audit. 
We also provide the Audit Committee with a statement 
that we have complied with relevant ethical requirements 
regarding independence, and to communicate with them 
all relationships and other matters that may reasonably be 
thought to bear on our independence, and where applicable, 
actions taken to eliminate threats or safeguards applied. 
From the matters communicated with the Audit Committee, 
we determine those matters that were of most significance 
in the audit of the financial statements of the current year 
and are therefore the key audit matters. We describe these 
matters in our auditor’s report, unless law or regulation 
precludes public disclosure about the matter or when, in 
extremely rare circumstances, we determine that a matter 
should not be communicated in our report because the 
adverse consequences of doing so would reasonably be 
expected to outweigh the public interest benefits of such 
communication.
Report on other legal and regulatory 
requirements
In our opinion, the accounting and other records required by 
the Act to be kept by the Company and by those subsidiaries 
incorporated in Singapore of which we are the auditors, have 
been properly kept in accordance with the provisions of 
the Act. 
The engagement partner on the audit resulting in this 
independent auditor’s report is Lee Chian Yorn. 
PRICEWATERHOUSECOOPERS LLP
PUBLIC ACCOUNTANTS AND CHARTERED 
ACCOUNTANTS	
Singapore, 4 March 2025
168
XP Power Annual Report & Accounts for the year ended 31 December 2024
169
XP Power Annual Report & Accounts for the year ended 31 December 2024
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF XP POWER LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
£m
Note
Adjusted
Adjustments
2024
Adjusted
Adjustments
2023
Revenue
4
247.3
–
247.3
316.4
–
316.4
Cost of sales
8
(146.0)
(4.3)
(150.3)
(185.1)
–
(185.1)
Gross profit
101.3
(4.3)
97.0
131.3
–
131.3
Operating expenses
Distribution and marketing
8
         (52.1)
(6.6)
(58.7)
(63.5)
(6.1)
(69.6)
Administrative
8
           (4.2)
(10.6)
(14.8)
(3.3)
(7.4)
(10.7)
Research and development
8
         (19.9)
–
         (19.9)
(26.4)
(0.1)
(26.5)
Operating profit
25.1
(21.5)
3.6
38.1
(13.6)
24.5
Net finance expense
7
(11.3)
–
(11.3)
(11.5)
(1.8)
(13.3)
(Loss)/profit before tax
13.8
(21.5)
(7.7)
26.6
(15.4)
11.2
Tax (expense) / credit
9
(3.4)
1.7
(1.7)
(9.8)
(10.4)
(20.2)
(Loss)/profit for the year
10.4
(19.8)
(9.4)
16.8
(25.8)
(9.0)
Attributable to:
Equity shareholders
(9.6)
(9.2)
Non-controlling interests
0.2
0.2
Loss for the year
(9.4)
(9.0)
Earnings per share:
Basic earnings/(loss) 
per share
11
43.0
(83.5)   
(40.5)
81.9
(127.3)
(45.4)
Diluted earnings/(loss) 
per share
11
42.9
(83.3)   
(40.4)
81.8
(127.1)
(45.3)
CONSOLIDATED STATEMENT OF COMPREHENSIVE 
INCOME 
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
2024
2023
Loss for the year
(9.4)
(9.0)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(1.8)
(5.3)
Other comprehensive loss for the year, net of tax
(1.8)
(5.3)
Total comprehensive loss for the year
(11.2)
(14.3)
Attributable to:
Equity shareholders
(11.3)
(14.4)
Non-controlling interests
0.1
0.1
Total comprehensive loss for the year
(11.2)
(14.3)
The accompanying notes form an integral part of these financial statements.

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
£m
Note
2024
2023
ASSETS
 
 
 
Current assets
 
 
 
Cash and bank balances 
17
13.9
12.0
Inventories
18
71.1
91.6
Trade receivables
19
30.2
43.1
Bond receivable
25
39.2
36.7
Other current assets
20
5.6
8.1
Current income tax receivable
0.7
0.5
Total current assets
 
160.7
192.0
Non-current assets
 
Cash and bank balances 
17
1.5
1.4
Goodwill
12
73.2
75.6
Intangible assets
13
63.5
63.1
Property, plant and equipment
14
64.4
59.5
Right-of-use assets
15
51.8
54.0
Deferred income tax assets
26
1.0
0.7
ESOP loan to employees
0.1
–
Total non-current assets
 
255.5
254.3
Total assets
 
416.2
446.3
LIABILITIES
 
Current liabilities
 
Accrued consideration
22
0.8
–
Current income tax liabilities
0.4
5.0
Trade and other payables
21
40.8
48.3
Lease liabilities
23
1.6
1.4
Provisions
24
54.0
44.9
Borrowings 
23
0.3
0.4
Total current liabilities
 
97.9
100.0
Non-current liabilities
 
Accrued consideration
22
0.7
1.7
Borrowings
23
108.6
125.7
Deferred income tax liabilities
26
9.1
9.3
Provisions
1.3
1.0
Lease liabilities
23
52.7
53.3
Total non-current liabilities
 
172.4
191.0
Total liabilities
 
270.3
291.0
NET ASSETS
 
145.9
155.3
EQUITY
 
Equity attributable to equity holders of the Company
Share capital
27
71.2
71.2
Merger reserve
27
0.2
0.2
Share-based payments reserve
27
3.1
2.1
Translation reserve
27
(2.6)
(0.9)
Other reserve
27
8.6
7.6
Retained earnings 
64.8
74.4
145.3
154.6
Non-controlling interests
0.6
0.7
TOTAL EQUITY
 
145.9
155.3
The accompanying notes form an integral part of these financial statements.
 Attributable to equity holders of the Company
£m
Note
Share 
capital
Share-
based 
payments 
reserve
Merger 
reserve
Translation 
reserve
Other 
reserve
Retained 
earnings
Total
Non-
controlling 
interests
Total 
equity
Balance at 
1 January 2023
27.2
2.5
0.2
4.2
6.1
98.4
138.6
0.9
139.5
Exercise of share-based 
payment awards
–
(1.2)
–
–
1.6
–
0.4
–
0.4
Share-based payment 
expenses
30
–
1.1
–
–
–
–
1.1
–
1.1
Tax on share-based 
payment expenses
–
(0.2)
–
–
–
–
(0.2)
–
(0.2)
Issuance of shares
44.0
–
–
–
–
–
44.0
–
44.0
Dividends paid
10
–
–
–
–
–
(14.8)
(14.8)
(0.3)
(15.1)
Future acquisition of non-
controlling interest
–
–
–
–
(0.1)
–
(0.1)
–
(0.1)
Exchange differences on 
translation of financial 
statements of foreign 
operations
–
(0.1)
–
(5.1)
–
–
(5.2)
(0.1)
(5.3)
(Loss)/profit for the year
–
–
–
–
–
(9.2)
(9.2)
0.2
(9.0)
Total comprehensive 
(loss)/income for the year
–
(0.1)
–
(5.1)
–
(9.2)
(14.4)
0.1
(14.3)
Balance at 
31 December 2023
71.2
2.1
0.2
(0.9)
7.6
74.4
154.6
0.7
155.3
Exercise of share-based 
payment awards
–
(0.9)
–
–
0.9
–
–
–
–
Share-based payment 
expenses
30
–
1.6
–
–
–
–
1.6
–
1.6
Tax on share-based 
payment expenses
–
0.3
–
–
–
–
0.3
–
0.3
Dividends paid
10
–
–
–
–
–
–
–
(0.2)
(0.2)
Future acquisition of non-
controlling interest
–
–
–
–
0.1
–
0.1
–
0.1
Exchange differences on 
translation of financial 
statements of foreign 
operations
–
–
–
(1.7)
–
–
(1.7)
(0.1)
(1.8)
(Loss)/profit for the year
–
–
–
–
–
(9.6)
(9.6)
0.2
(9.4)
Total comprehensive 
(loss)/income for the year
–
–
–
(1.7)
–
(9.6)
(11.3)
0.1
(11.2)
Balance at 
31 December 2024
71.2
3.1
0.2
(2.6)
8.6
64.8
145.3
0.6
145.9
The accompanying notes form an integral part of these financial statements.
170
XP Power Annual Report & Accounts for the year ended 31 December 2024
171
XP Power Annual Report & Accounts for the year ended 31 December 2024
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
£m
Note
2024
2023
Cash flows from operating activities
Loss for the year
(9.4)
(9.0)
Adjustments for:
– Income tax expense
9
1.7
20.2
– Amortisation and depreciation
8
18.7
20.1
– Net finance expense
7
11.3
13.3
– Share-based payment expenses
6
1.6
1.1
– Fair value gain on derivative financial instruments
8
–
(0.1)
– Loss on disposal of property, plant, and equipment
0.1
–
– Impairment loss on goodwill
1.4
–
– Impairment loss on intangible assets 
0.2
2.5
– Impairment loss on right-of-use of assets
0.3
–
– Gain on disposal on right-of-use of assets
–
(0.1)
– Property, plant and equipment written off
0.2
–
– Unrealised currency translation (gain)/ loss
(1.0)
0.3
– Provision for doubtful debts
31(d)
–
0.1
Change in working capital:
– Inventories
28
21.2
17.4
– Trade and other receivables and other current assets
28
15.4
(3.1)
– Trade and other payables
28
(8.0)
(1.8)
– Provision for liabilities and other charges
28
8.3
1.5
Cash generated from operations
62.0
62.4
Income tax paid, net of refund
(6.6)
(4.9)
Net cash provided by operating activities
55.4
57.5
Cash flows from investing activities
Purchases and construction of property, plant and equipment
14
(9.8)
(30.6)
Additions of product development costs
13
(10.0)
(9.5)
Additions of software and software under development
13
(0.3)
–
Proceeds from disposal of property, plant and equipment
–
0.1
Interest received 
0.1
0.1
Net cash used in investing activities
(20.0)
(39.9)
Cash flows from financing activities
Proceeds from issuance of new ordinary shares
–
44.0
Proceeds from borrowings
23
3.8
14.5
Repayment of borrowings 
23
(23.4)
(55.7)
Principal payment of lease liabilities
23
(1.6)
(2.7)
Proceeds from exercise of share-based payment awards
–
0.4
Interest paid
23
(12.1)
(12.0)
Dividend paid to equity holders of the Company
10
–
(14.8)
Dividend paid to non-controlling interests
(0.2)
(0.3)
Bank deposit pledged
–
(0.4)
Net cash used in financing activities
(33.5)
(27.0)
Net increase/(decrease) in cash and cash equivalents
1.9
(9.4)
Cash and cash equivalents at beginning of financial year
12.0
22.1
Effects of currency translation on cash and cash equivalents
–
(0.7)
Cash and cash equivalents at end of financial year
17
13.9
12.0
The accompanying notes form an integral part of these financial statements.
1. General information
XP Power Limited (the “Company”) is listed on the London Stock Exchange and incorporated and domiciled in Singapore. The 
address of its registered office is 19 Tai Seng Avenue, #07-01, Singapore 534054.
The nature of XP Power Limited and its subsidiaries’ operations and its principal activities are set out in the “Our Business Model” 
section of the Annual Report on pages 18–19.
2. Material accounting policy information
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These 
policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of XP Power Limited and its subsidiaries (the “Group”) have been prepared in accordance 
with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board ("IFRSs as 
issued by the IASB") and Singapore Financial Reporting Standards (International) (“SFRS(I)s”).
All references to SFRS(I)s and IFRSs as issued by the IASB are subsequently referred to as IFRS in these consolidated financial 
statements unless otherwise specified.
The consolidated financial statements have been prepared on the historical cost convention except as disclosed in the accounting 
policies below. 
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and 
assumptions that affect the application of these accounting policies and the reported amounts of assets, liabilities, income 
and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are 
believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying 
amounts of assets and liabilities that are not readily apparent from other sources. Areas involving a higher degree of judgement 
or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in 
Note 3.
a. Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set 
out in the Strategic Report on pages 22–25.. The financial position of the Group, its cash flows, liquidity position and borrowing 
facilities are described in the financial review on pages 32–37. The principal risks of the Group are set out on pages 42–51. The 
Directors have considered these areas alongside the principal risks and how they may impact going concern. 
Overview of liquidity
The Group has available to it a US $ denominated Revolving Credit Facility (RCF) of $190m (£152m).  The facility matures in 
December 2026 and therefore is committed throughout the minimum period for which going concern is assessed, which is 12 
months from the date of signing these financial statements. 
Liquidity available to the Group at 31 December 2024 consisted of £15.4m of cash on deposit and £57.6m of undrawn committed 
borrowing facility. 
Assuming the successful completion of the current share placing, we would expect to increase liquidity by c.£39m after fees.
Financial covenants within the RCF agreement are as follows:
•	 Leverage ratio: Net Debt to Adjusted EBITDA as follows
Leverage ratio
Not more than 
Q1 2025
3.10
Q2 2025
3.35
Q3 2025
3.60
Q4 2025
3.75
Q1 2026
3.55
Q2 2026
3.25
Q3 2026
3.00
Q4 2026
3.00
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

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2. Material accounting policy information continued
•	 Interest cover: EBITDA to Adjusted Net Finance Expense as follows:
Leverage ratio
Not more than 
Q1 2025
2.75
Q2 2025
2.50
Q3 2025
2.75
Q4 2025
2.35
Q1 2026
2.45
Q2 2026
2.55
Q3 2026
2.70
Q4 2026
2.75
Each covenant is tested quarterly.
An additional covenant has been added to the borrowing facilities to ensure that the aggregate of the Group’s consolidated cash 
and cash equivalents and undrawn committed facility is not less than £25m at each month-end.
Approach to going concern review
The Group has developed a range of scenarios for financial performance over the going concern assessment period, including 
a severe but plausible downside scenario, assessing estimated liquidity and covenant compliance in each case. The assessment 
period applied in this review was the period to 31 March 2026.
The key assumption in these forecasts was revenue, particularly revenue beyond the first half of 2025 for which the business 
already has reasonable visibility via existing sales orders.  The revenue beyond this initial period, of which the Group has limited 
visibility currently, will depend on various factors including the impact of stock movements within the sales channel on future 
orders and changes in underlying market demand, particularly within the Semiconductor Manufacturing Equipment sector which 
has seen a cyclical downcycle recently. Profit beyond this initial period will also be dependent on actions taken in response to the 
revenue achieved.
Given that the Group's borrowings are US $ denominated, net debt and therefore the leverage ratio can be impacted by future 
movements in the US $ exchange rate.  In all scenarios, the US $ exchange rate is assumed to be $1.25.
None of these scenarios included the positive effect on liquidity and covenant ratios of the share placing launched on 
4 March 2025.
Summary of assessed scenarios
The first scenario assumes a 1% overall increase in revenue between 2024 and 2025 in total. This is assumed to arise from an 
end to channel destocking at the end of the first half of 2025, following by a period of channel restocking in the second half of 
2025 as end markets prepare for recovery. The restocking benefit is assumed to not continue into subsequent years as it would 
be a one-off revenue uplift.
The second scenario assumes a 3% decrease in revenue between 2024 and 2025. This is assumed to arise from an end to 
channel destocking at the end of the first half of 2025 without any restocking in the second half of 2025. 
The third scenario is a severe but plausible downside scenario which results in a 9% decline in revenue between 2024 and 2025 
in total. This is assumed to arise from continued channel destocking at current rates until 31 December 2025.
All scenarios assume that our future interest costs are calculated with reference to the current Secured Overnight Financing Rate 
(SOFR) of 4.3%.
In all scenarios, the Group remains in full compliance with its financial covenants and with adequate liquidity throughout the 
going concern assessment period.
Conclusions
Without adjusting for the impact of the Share Placing, in the case of the severe but plausible downside scenario, the lowest 
point of headroom in the Leverage Ratio covenant is at 30 June 2025.  EBITDA would need to fall c.7% short of expectations in 
the period 1 January to 30 June 2025 for a breach to occur.  The lowest point of headroom in the Interest Cover covenant is at 
30 September 2025.  EBITDA would need to fall c.5% short of expectations in the period 1 January to 30 September 2025 for a 
breach to occur.
This headroom significantly improves on completion of the Share Placing launched on 4 March 2025. The lowest point of 
headroom in the Leverage Ratio covenant would be 31 March 2025 at 1.80 compared to a covenant limit of 3.10. The lowest 
point of headroom in the Interest Cover covenant would be 31 March 2025 at 3.52 compared to a covenant threshold of 
2.75. In both cases the covenant would not be breached even in the very unlikely event that the Group did not generate any 
Adjusted EBITDA in the first quarter of 2025.
The Directors are confident that the scenarios considered provide an appropriate basis for the going concern assumption to 
be applied in preparing the financial statements, while recognising modest headroom in the severe but plausible case without 
the benefits of the share placing.
Therefore, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future. The Group, therefore, continues to adopt the going concern basis in preparing its 
consolidated financial statements.
b. Changes in accounting policy and disclosures
i New and amended standards adopted by the Group
On 1 January 2024, the Group adopted the new or amended IFRS, Interpretations issued by the IFRS Interpretations 
Committee of the IASB (IFRIC) and Interpretations of SFRS(I) (INT SFRIS(I)) (collectively referred to as “Standards and 
Interpretations”) that are mandatory for application for the financial year. Changes to the Group’s accounting policies have 
been made as required, in accordance with the transitional provisions in the respective Standards and Interpretations. 
The adoption of these new or amended Standards and Interpretations did not result in substantial changes to the Group’s 
accounting policies and had no material effect on the amounts reported for the current or previous financial years.
ii New Standards and Interpretations issued not yet adopted
Certain new accounting Standards and Interpretations have been published that are not mandatory for 31 December 2024 
reporting periods and have not been early adopted by the Group. These are not expected to have a material impact on the 
Group in the current or future reporting periods and on foreseeable future transactions. 
2.2 Revenue recognition
a. Sales of goods
The Group manufactures and sells a range of power products. Sales are recognised at a point in time when control of the 
products has transferred to the customer. Transfer of control usually occurs when delivery to the customer takes place. Where 
the terms of the contract with the customer vary, for example where the customer collects the products from an XP Power 
site rather than receives a delivery, the transfer of control occurs when the customer collects the products.
Power products are sometimes sold with volume discounts based on aggregate sales over a 12-month period or early 
payment discounts. Revenue from these sales is recognised based on the price specified in the contract, net of the discounts. 
Accumulated experience is used to estimate and provide for the volume discounts, using the expected value method, and 
early payment discounts, using most likely approach. 
The Group has agreements with certain distributors which include right of return provisions for a specified quantity of items 
purchased but not sold by the distributor over a specified period of time. Revenue is adjusted based on an estimate of the 
value of items which will be returned by distributors. Accumulated experience is used to make this estimate, using the most 
likely approach. 
Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.
No element of financing is deemed present as the sales are made with a credit term of 30 to 60 days, which is consistent with 
market practice. The Group will usually issue a credit note for refund for faulty products.
A receivable (financial asset) is recognised when the control of the products is transferred as this is the point in time that the 
consideration is unconditional because only the passage of time is required before payment is due.
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NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
2. Material accounting policy information continued
Volume rebates and early payment discounts are recognised when the control of the products is transferred and are presented 
as a reduction in trade and other receivables.
The Group has elected to apply the practical expedient not to adjust the transaction price for the existence of significant 
financing component when the period between the transfer of control of good or service to a customer and the payment date 
is one year or less.
b. Interest income
Interest income from financial assets at amortised cost is recognised using the effective interest rate method.
2.3 Group accounting 
a. Subsidiaries
i Consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity 
when the Group is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to 
affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is 
transferred to the Group. They are deconsolidated from the date that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between 
Group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment 
indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure 
consistency with the policies adopted by the Group. 
Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which are 
attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown 
separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet. Total 
comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if 
this results in the non-controlling interests having a deficit balance. 
ii Acquisitions
The acquisition method of accounting is used to account for business combinations entered into by the Group. 
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, 
the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent 
consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the 
acquisition date.
Acquisition-related costs are expensed as incurred. 
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited 
exceptions, measured initially at their fair values at the acquisition date. 
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of 
acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. 
The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-
date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is 
recorded as goodwill. Please refer to Note 2.7 for the subsequent accounting policy on goodwill.
b. Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are 
accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying 
amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity 
attributable to the equity holders of the Company. 
2.4 Foreign currency translation
a. Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary 
economic environment in which the entity operates (“functional currency”). The consolidated financial statements are 
presented in pounds sterling, which is different from the Company’s functional currency. The Company’s functional currency is 
the US dollar.
The financial statements are presented in pounds sterling, as the majority of the Company’s shareholders are based in the 
UK and the Company is listed on the London Stock Exchange. It is the currency that the Directors of the Group use when 
controlling and monitoring the performance and financial position of the Group.
b. Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency 
using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such 
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates 
at the balance sheet date are recognised in profit or loss. Monetary items include primarily financial assets (other than equity 
investments), contract assets and financial liabilities. Foreign exchange gains and losses impacting profit or loss are presented 
in the income statement within “operating expenses”. 
Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the 
fair values are determined. 
c. Translation of Group entities’ financial statements 
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that 
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
i.	
Assets and liabilities are translated at the closing exchange rates at the reporting date; 
ii.	 Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the 
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the 
exchange rates at the dates of the transactions); and
iii.	 All resulting currency translation differences are recognised in other comprehensive income and accumulated in the currency 
translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with 
loss of control of the foreign operation. 
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the 
foreign operations and translated at the closing rates at the reporting date. 
The Group has elected to treat goodwill and fair value adjustments arising on the acquisitions before the date of initial transition 
to IFRS as pounds sterling-denominated assets and liabilities translated using the exchange rates at the dates of the acquisitions. 
2.5 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted-average cost formula. 
The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production 
overheads (based on normal operating capacity). Net realisable value is the estimated selling price in the ordinary course of 
business, less the estimated costs of completion and applicable variable selling expenses.
2.6 Property, plant and equipment 
a. Measurement
i Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated 
depreciation and accumulated impairment losses.
ii Components of costs
The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly 
attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended 
by management.
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STATEMENTS CONTINUED
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2. Material accounting policy information continued
b. Depreciation
Freehold land and assets under construction are not depreciated. Depreciation on other items of property, plant and 
equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives 
as follows:
Useful lives
Buildings 
20–50 years
Plant and equipment 
2–10 years
Motor vehicles
 4–5 years 
Building improvements
 2–10 years 
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and 
adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in profit or loss when the 
changes arise.
c. Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying 
amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity 
and the cost of the item can be measured reliably. All other repairs and maintenance expenses are recognised in profit or loss 
when incurred. 
d. Disposal 
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying 
amount is recognised in profit or loss within Operating Expenses. 
2.7 Intangible assets
a. Goodwill
Goodwill on acquisitions of subsidiaries and businesses represents the excess of (i) the sum of consideration transferred, the 
amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in 
the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as 
intangible assets and carried at cost less accumulated impairment losses. 
b. Other intangible assets
Other intangible assets include internally generated assets and acquired assets. They are initially capitalised at cost and 
subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to 
profit or loss using the straight-line method over their estimated useful lives as follows: 
Useful lives
Product development costs 
5–7 years
Software
 10 years
Brand
 2–10 years 
Technology 
 5–10 years
Customer relationships
 4–9 years 
Customer contracts 
1–3 years
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each 
balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise. 
i Product development costs (internally generated)
The Group is involved in research and development activities. Research costs are recognised as an expense when incurred. 
Costs directly attributable to the development of products are capitalised as intangible assets only when technical feasibility 
of the project is demonstrated, the Group has an intention and ability to complete and use the products and the costs can 
be measured reliably. Such costs include purchases of materials and services and payroll-related costs of employees directly 
involved in the project. 
ii Software (internally generated) 
Costs associated with maintaining software programmes are recognised as an expense when incurred. Costs that are directly 
attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as 
intangible assets when the capitalisation criteria for development phase stated in IAS 38 Intangible Assets is met. Such costs 
mainly include consultancy costs and payroll-related costs of employees directly involved in the implementation. 
2.8 Borrowing costs
Borrowing costs are recognised in profit or loss using the effective interest method except for those costs that are directly 
attributable to the development of internally generated intangible assets and property, plant and equipment. This includes 
costs on general borrowings used to finance such assets. Borrowing costs on general borrowings are capitalised by applying 
a capitalisation rate to development expenditures that are financed by general borrowings. Costs are capitalised during the 
period of time that is required to complete and prepare the qualifying asset for its intended use or sale. Qualifying assets are 
assets that necessarily take a substantial period of time to get ready for their intended use or sale. 
2.9 Impairment of non-financial assets
a. Goodwill
Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is indication that 
the goodwill may be impaired. 
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating units (“CGUs”) 
expected to benefit from synergies arising from the business combination. 
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount 
of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use. 
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then 
to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. 
An impairment loss on goodwill recognised as an expense is not reversed in a subsequent period. 
b. Intangible assets, property, plant and equipment, right-of-use assets 
Intangible assets, property, plant and equipment and right-of-use assets are tested for impairment whenever there is any 
objective evidence or indication that these assets may be impaired. For intangible assets that are not available for use, the 
Group also tests them for impairment, at least annually. 
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-
in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent 
of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. 
If the recoverable amount of the 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. 
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss. 
For an asset other than goodwill, management assesses at the end of the reporting period whether there is any indication 
that an impairment recognised in prior periods may no longer exist or may have decreased. If any such indication exists, the 
recoverable amount of that asset is estimated and may result in a reversal of impairment loss. The carrying amount of this 
asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that 
would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised 
for the asset in prior years. 
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss. 
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FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

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2. Material accounting policy information continued
2.10 Financial assets
a. Classification and measurement
The Group classifies its financial assets in the following measurement categories:
•	 Amortised cost; 
•	 Fair value through other comprehensive income (“FVOCI”); and 
•	 Fair value through profit or loss (“FVPL”). 
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of 
the cash flows of the financial asset. 
The Group reclassifies debt instruments when and only when its business model for managing those assets changes.
i At initial recognition 
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value 
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs 
of financial assets carried at fair value through profit or loss are expensed in profit or loss.
ii Subsequent measurement
Debt instruments
Debt instruments mainly comprise of cash and bank balances, trade receivables, other current assets (excluding prepayments, 
VAT receivables and rights to returned goods) and bond receivable. 
There are three subsequent measurement categories, depending on the Group’s business model for managing the asset and 
the cash flow characteristics of the asset. 
•	 Amortised cost: Debt instruments that are held for collection of contractual cash flows where those cash flows represent 
solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is 
subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when 
the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the 
effective interest rate method. 
•	 FVOCI: Debt instruments that are held for collection of contractual cash flows and for sale, where the assets’ cash flows 
represent solely payments of principal and interest, are measured at FVOCI. Movements in fair values are recognised in 
Other Comprehensive Income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains 
or losses, interest income and foreign exchange gains and losses, which are recognised in profit or loss. When the financial 
asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss 
and presented in “other income”. Interest income from these financial assets is recognised using the effective interest rate 
method and presented in “interest income”. 
•	 FVPL: Debt instruments that are held for trading as well as those that do not meet the criteria for classification as 
amortised cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognised in profit or loss 
in the period in which it arises and presented in “other income”. 
b. Impairment 
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at 
amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in 
credit risk. Note 31 details how the Group determines whether there has been a significant increase in credit risk. 
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses 
to be recognised from initial recognition of the receivables. 
c. Recognition and derecognition 
Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to 
purchase or sell the asset. 
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been 
transferred and the Group has transferred substantially all risks and rewards of ownership. 
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or 
loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss. 
2.11 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable 
right to offset and there is an intention to settle on a net basis or realise the asset and the liability simultaneously.
2.12 Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year 
which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating 
cycle of the business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective 
interest method.
2.13 Provisions
Provision for legal dispute is recognised when the Group has a present legal or constructive obligation as a result of past 
events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been 
reliably estimated. 
Other provisions are measured at the present value of the expenditure expected to be required to settle the obligation using 
a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the 
obligation. The increase in the provision due to the passage of time is recognised in the statement of comprehensive income 
as finance expense. 
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the 
changes arise.
2.14 Borrowings
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any 
difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the 
period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable 
that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent 
there is evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment 
for liquidity services and amortised over the period of the facility to which it relates.
When the contractual cash flows of borrowings are modified and do not result in derecognition, differences between 
the recalculated gross carrying amount and the carrying amount before modification are recognised in profit or loss as 
modification gain or loss, at the date of modification. 
Borrowings are derecognised when the obligation is discharged, cancelled or expired. The difference between the carrying 
amount and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit 
or loss. 
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 
months after the balance sheet date, in which case they are presented as non-current liabilities.
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OVERVIEW
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2. Material accounting policy information continued
2.15 Leases
When the Group is the lessee:
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract 
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is 
only required when the terms and conditions of the contract are changed.
a. Right-of-use assets
The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-
of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments 
made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been 
incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the 
earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
b. Lease liabilities
The initial measurement of lease liability is measured at the present value of the lease payments discounted using the implicit 
rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its 
incremental borrowing rate.
Lease payments include the following:
•	 Fixed payment (including in-substance fixed payments), less any lease incentive receivables;
•	 Variable lease payment that is based on an index or rate, initially measured using the index or rate at the 
commencement date;
•	 Amount expected to be payable under residual value guarantees;
•	 The exercise price of a purchase option if it is reasonably certain to exercise the option; and
•	 Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
For contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease 
component on the basis of the relative standalone price of the lease and non-lease component. The Group has elected to not 
separate lease and non-lease components for property leases and account these as one single lease component.
Lease liabilities are measured at amortised cost using the effective interest method. Lease liabilities shall be remeasured when:
•	 There is a change in future lease payments arising from changes in an index or rate;
•	 There is a change in the Group’s assessment of whether it will exercise an extension option; or 
•	 There is a modification in the scope or the consideration of the lease that was not part of the original term.
Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or are recorded in profit or loss if 
the carrying amount of the right-of-use asset has been reduced to zero.
c. Short-term and low-value leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms 
of 12 months or less and leases of low-value, except for sublease arrangements. Lease payments relating to these leases are 
expensed to profit or loss on a straight-line basis over the lease term.
d. Variable lease payments
Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial 
recognition of lease liability. The Group shall recognise those lease payments in profit or loss in the periods that triggered 
those lease payments.
2.16 Derivative financial instruments 
A derivative financial instrument for which no hedge accounting is applied is initially recognised at its fair value on the date the 
contract is entered into and is subsequently carried at its fair value. Changes in fair value are recognised in profit or loss. The 
Group does not apply hedge accounting for its derivative financial instruments. 
2.17 Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from tax 
authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. 
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation 
is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The 
Group measures its tax balances either based on the most likely amount or the expected value, depending on which method 
provides a better prediction of the resolution of the uncertainty. 
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and 
their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of 
goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable 
profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries except where the 
Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference 
will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against 
which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured: 
(a)	 at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income 
tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance 
sheet date; and
(b)	 based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to 
recover or settle the carrying amounts of its assets and liabilities. 
Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax 
arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business 
combination is adjusted against goodwill on acquisition. 
The Group accounts for investment tax credits similar to accounting for other tax credits where a deferred tax asset is 
recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the 
unused tax credits can be utilised. 
For equity-settled share-based payments, as the timing of the tax deduction and the recognition of the share-based payment 
expenses differs, the Group recognises the related deferred tax asset if the deferred tax asset recognition criteria are met. 
If the cumulative amount of tax deduction exceeds the tax effect of the related cumulative remuneration expense at the 
reporting date, the excess of the associated deferred tax shall be recognised directly in equity. 
2.18 Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on 
hand, deposits with financial institutions that are subject to an insignificant risk of change in value, and bank overdrafts. Bank 
overdrafts are presented as current borrowings on the balance sheet. For cash subjected to restriction, assessment is made on 
the economic substance of the restriction and whether they meet the definition of cash and cash equivalents. 
182
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NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
2. Material accounting policy information continued
2.19 Employee compensation 
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset. 
a. Defined contribution plans 
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate 
entities such as the Central Provident Fund in Singapore on a mandatory, contractual or voluntary basis. The Group has no 
further obligations once the contributions have been paid.
b. Share-based compensation 
The Group operates an equity-settled, share-based compensation plan. The value of the employee services received in 
exchange for the grant of share-based payment awards is recognised as an expense with a corresponding increase in 
the share-based payments reserve over the vesting period. The total amount to be recognised over the vesting period is 
determined by reference to the fair value of the share-based payment awards granted on grant date. Non-market vesting 
conditions are included in the estimation of the number of shares under awards that are expected to become exercisable on 
the vesting date.
At each balance sheet date, the Group revises its estimates of the number of shares under awards that are expected to 
become exercisable on the vesting date and recognises the impact of the revision of the estimates in profit or loss, with a 
corresponding adjustment to the share-based payments reserve over the remaining vesting period. 
When the share-based payment awards are exercised, the proceeds received (net of transaction costs) and the related balance 
previously recognised in the share-based payments reserve are credited to the share capital account, when new ordinary 
shares are issued, or to the “treasury shares” account, when treasury shares are re-issued to the employees. Upon expiry 
of the share-based payment awards, the balance previously recognised in the share-based payments reserve is credited to 
retained earnings. 
c. Profit sharing and bonus plans 
The Group recognises a liability and an expense for bonuses and profit sharing, based on a formula that takes into 
consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises an 
accrual when it is contractually obliged to pay or when there is a past practice that has created a constructive obligation 
to pay. Under some profit-sharing or deferred bonus plans, employees receive a share of the profits or bonus only if they 
remain with the entity for a specified period in the future. The measurement of such benefit reflects the possibility that some 
employees may leave without receiving the profits or bonus. A liability for the benefit shall be accrued over the vesting period. 
d. Employee leave entitlements
Employee entitlements to annual leave are recognised in profit or loss when they accrue to employees. A provision is made for 
the estimated liability for leave as a result of services rendered by employees up to the balance sheet date.
2.20 Share capital, treasury shares and other reserve
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are 
deducted against the share capital account. 
When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the carrying amount, which 
includes the consideration paid and any directly attributable transaction cost, is presented as a component within equity 
attributable to the Company’s equity holders, until they are cancelled, sold or reissued.
When treasury shares are subsequently cancelled, the cost of treasury shares is deducted against the share capital account 
if the shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are 
purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to an equity-settled share-based payment plan, the cost of 
treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly 
attributable incremental transaction costs and related income tax, is recognised in the other reserve. 
Other reserve also comprises future transactions with the non-controlling interest. The amount that may become 
payable under the agreement is initially recognised at the present value of the redemption amount within liabilities with a 
corresponding charge directly to equity. The liability is subsequently accreted through equity up to the redemption amount 
that is payable at the date at which the agreement first becomes exercisable. 
2.21 Dividend distribution
Dividends to the Company’s shareholders are recognised when the dividends are approved for payment, or, in the case of 
interim dividends, when paid.
2.22 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision 
Maker (“CODM”) who is responsible for allocating resources and assessing performance of the operating segments. Segment 
reporting is disclosed in Note 4.
3. Critical accounting estimates, assumptions and judgements 
In the process of applying the Group’s accounting policies, as described in Note 2, management has made the following 
judgements and estimations that have the most significant effect on the amounts recognised in the financial statements.
a. Critical judgements in applying the Group’s accounting policies
i Capitalisation of product development costs 
During the year, £10.2m (2023: £9.2m) of product development costs have been capitalised. Management has evaluated 
whether a project has entered the development phase before capitalising the costs that are directly attributable to the project. 
The assessment is based on information documented in business cases prepared by the engineering teams and approved by 
senior management. Management has considered the capitalisation criteria stated in IAS 38 Intangible Assets, which includes 
the technical feasibility, intention and ability to complete the project when reviewing the business cases. The business cases 
also contain sales forecasts, which indicate the probable future economic benefits of the projects. All product development 
costs are tracked and monitored, which allows management to measure reliably the expenditure attributable to each project. 
Significant judgements are involved when management performs the assessment. 
ii Going concern 
Note 2.1(a) confirms that these financial statements have been prepared on a going concern basis and explains the basis for 
the Directors’ conclusion that a going concern basis is appropriate. In determining whether the Group’s accounts should be 
prepared on a going concern basis, the Directors considered the Group’s business activities, its current liquidity position and 
banking covenants and factors likely to affect its future performance and financial position, including the principal risks as 
set out on pages 42–51. This assessment is considered to be a critical accounting judgement. In performing this assessment, 
the Directors prepared three scenarios. The key variables and sensitivities in these scenarios are the timing of the recovery 
of revenue, particularly revenue beyond the first half of 2025 for which the business already has reasonable visibility via 
existing sales orders. The revenue beyond this initial period, of which the Group has limited visibility currently, will depend on 
various factors including the impact of stock movements within the sales channel on future orders and changes in underlying 
market demand, particularly within the Semiconductor Manufacturing Equipment sector which has seen a cyclical downcycle 
recently. Profit beyond this initial period will also be dependent on actions taken in response to the revenue achieved. Further 
details are set out in Note 2.1(a). Under the assessed scenarios, the Group has liquidity headroom and is in compliance with its 
banking covenants for the period under review. Inevitably if market condition were to be worse than we have modelled or if 
more severe risks were to crystallise then the Group would seek to identify and implement additional operational and financial 
measures to ensure ongoing compliance with covenants and adequate liquidity.
184
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185
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
3. Critical accounting estimates, assumptions and judgements continued
b. Critical accounting estimates and assumptions
i Recoverable amount of capitalised product development costs
As at 31 December 2024, the net book value of capitalised product development costs amounts to £36.5m (2023: £30.7m). 
For the purpose of reviewing for impairment, management has compared the carrying amount of the respective projects to 
their forecasted revenues. For some projects, significant judgements are used to estimate the future sales and growth rates 
applied in computing the recoverable amounts. In making these estimates, management has relied on performance of past 
projects, its communications with the intended customers and its expectations of industry trends and market development in 
the respective regions where the finished products will be marketed. 
ii Useful lives of capitalised product development costs and start date for amortisation
The Group estimates the useful lives of capitalised product development costs based on the period over which the assets are 
expected to be available for use by the Group. Significant judgements are used by the Group in determining the useful lives of 
capitalised product development costs based on the expected life cycle of these products, taking into consideration expected 
customer demand and technological innovation.
The Group also takes a view on when amortisation should start and expense capitalisation should cease based on when the 
product is considered to be capable of operating in a manner intended by management. Significant judgement is required in 
determining this date as some projects follow an iterative design process and so it is hard to determine when development has 
ended and commercial sales have begun. 
iii Recoverable amount of cash-generating units for goodwill impairment assessment 
The Group tests annually for impairment of goodwill, or more frequently if there are indications that goodwill might be 
impaired.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount 
of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.
The recoverable amount of the goodwill is determined from value-in-use calculations. The key assumptions and estimates 
for the value-in-use calculations are those regarding the discount rates, revenue growth rates and terminal growth rates. 
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money 
and the risks specific to the CGUs. 
The Group prepares cash flow forecasts derived from the most recent financial results and takes into account industry growth 
forecasts for the next five years and extrapolates cash flows for the following five years with a terminal growth rate of 2% 
after this. The carrying amount of goodwill as at 31 December 2024 was £73.2m (2023: £75.6m) with £1.4m (2023: £nil) 
impairment adjustment for 2024.
Due to the recent decision to exit the semiconductor market in China, and generally soft demand conditions across Asia, 
the value-in-use of the Asia CGU has declined, resulting in an impairment loss of goodwill balance allocated to Asia CGU, 
amounting to £1.4m. Management has assessed that, based on current conditions, there are no realistic foreseeable changes 
that will result in impairment loss on the goodwill allocated to the North America and Europe CGUs.
Management has also performed a sensitivity analysis on the impact of climate-related risks for North America and Europe 
CGU. The recoverable amounts remain higher than the carrying amounts as at 31 December 2024 and no impairment loss is 
recognised. No sensitivity analysis was performed for the Asia CGU as the goodwill balance is fully impaired.
4. Segment and revenue information
Management has determined the operating segments based on the reports reviewed by the Chief Operating Decision 
Maker ("CODM") that are used to make strategic decisions. The CODM is the Executive Board of Directors who will review 
the operating results and forecasts to make decisions about resources to be allocated to the segments and assess their 
performance.
The Executive Board of Directors considers and manages the business on a geographical basis. Management manages and 
monitors the business based on the three primary geographical areas: North America, Europe and Asia. All geographical 
locations market the same class of products to their respective customer base.
The Executive Board of Directors assesses the performance of the operating segments based on net sales and operating 
income. Net sales for geographic segments are based on the location of the design win rather than where the end sale is 
made. The operating income for each segment includes net sales to third parties, related cost of sales, operating expenses 
directly attributable to the segment, and a portion of corporate expenses. As set out in (ii) below, costs excluded from segment 
operating income include centrally managed general and administrative costs, share-based payment expense, various non-
operating charges, income taxes and Adjusting items as they do not relate to the underlying cost base of the segment. 
Measures of assets and liabilities are no longer provided for each reportable segment as they are not regularly provided to 
the CODM. 
(i) Revenue
The Group derives revenue from the transfer of goods to customers in the following market sectors and geographical regions.
The revenue by class of customer and location of the design win is as follows:
£m
Year to 31 December 2024
Year to 31 December 2023
Europe
North
America
Asia
Total
Europe
North
America
Asia
Total
Semiconductor 
Manufacturing Equipment
4.1
79.0
11.7
94.8
3.4
86.0
12.8
102.2
Industrial Technology
52.2
32.8
9.8
94.8
67.6
54.0
14.7
136.3
Healthcare
20.6
32.4
4.7
57.7
26.8
44.5
6.6
77.9
Total
76.9
144.2
26.2
247.3
97.8
184.5
34.1
316.4
Revenues of £59.0m (2023: £56.6m) are derived from a single external customer. These revenues are attributable to the 
Semiconductor Manufacturing Equipment sector across all geographical regions. 
The revenue by region or country where sales are generated is as follows:
£m
2024
2023
North America
143.8
176.3
United Kingdom
17.1
25.3
Singapore
30.0
45.7
Germany
43.4
48.0
Denmark
2.3
3.5
Italy
3.6
4.6
France
3.4
4.4
Other countries
3.7
8.6
Total revenue
247.3
316.4
The majority of North America’s revenue is generated from the United States of America.
As permitted under IFRS 15 Revenue from Contracts with Customers, the aggregate transaction price allocated to unsatisfied 
contracts of periods one year or less, or billed based on time incurred, is not disclosed.
186
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187
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
4. Segment and revenue information continued
(ii) Segment
The segment information provided to the CODM for the reportable segments for the year ended 31 December 2024 and prior 
year comparatives is as follows:
Reconciliation of segment results to loss after tax:
£m
2024
 2023 
Europe 
18.7
24.2
North America
40.7
55.1
Asia
10.3
11.9
Segment results
69.7
91.2
Research and development 
– Employee compensation 
(9.5)
(14.5)
– Amortisation of intangible assets
(2.5)
(2.4)
– Depreciation of property, plant and equipment 
(1.3)
(1.2)
– Safety and approval 
(1.3)
(1.1)
– Advertising 
(0.5)
(0.8)
– Others
(1.4)
(1.9)
Manufacturing
– Employee compensation 
(1.4)
(1.9)
– Cost of goods sales
(10.7)
(8.8)
– Others
(0.3)
(0.8)
Corporate cost 
– Employee compensation 
(7.6)
(9.5)
– Information systems
(3.1)
(3.5)
– Consultancy fees 
(1.1)
(1.7)
– Amortisation of intangible assets
(2.3)
(2.1)
– Others
(1.6)
(2.9)
Adjusted Operating Profit
25.1
38.1
Net finance expense
(11.3)
(13.3)
Adjusting items (see Note 5)
(21.5)
(13.6)
(Loss)/profit before tax
(7.7)
11.2
Income tax expense
(1.7)
(20.2)
Loss after tax
(9.4)
(9.0)
Non-current assets, other than deferred income tax assets, by region or country:
£m
2024
 2023
North America
135.3
129.1
United Kingdom
10.9
11.4
Singapore
43.3
45.2
Germany
41.1
45.3
Malaysia
12.4
10.5
Vietnam
8.3
8.5
Other countries
3.2
3.6
Total non-current assets
254.5
253.6
The majority of North America’s non-current assets are located in the United States of America. 	
5. Reconciliation of non-statutory measures
The Group presents Adjusted Gross Profit, Adjusted Operating Expenses  and Adjusted Operating Profit by making 
adjustments for costs and profits, which management believes to be significant by virtue of their size, nature or incidence or 
which have a distortive effect on current year earnings. Such items may include, but are limited to, costs associated with legal 
disputes and global supply chain transformation, restructuring costs, amortisation of intangible assets arising from business 
combinations and impairment loss, where the impairment is the result of an isolated, non-recurring event.
In addition, the Group presents Adjusted profit measures for the year by adjusting for certain tax charges and credits which 
represent the tax effect of Adjusting items or which management believe to be significant by virtue of their size, nature, or 
incidence or which have a distortive effect (shown as Tax effects of Adjusting items below). 
As a result, the Group also presents certain Adjusted measures which include the consequential impact of the adjustments 
made in Adjusted Gross Profit, Adjusted Operating Profit and Adjusted Tax Expense / Credit. This includes Adjusted Gross 
Margin, Adjusted Operating Margin, Adjusted Profit For The Year, Adjusted Diluted Earnings Per Share, Adjusted Operating 
Cashflow and Cash Conversion %.
The Group uses these Adjusted measures to evaluate performance and as a method to provide shareholders with clear and 
consistent reporting. The Group also reports key financing measures which are relevant to shareholders as they are used in 
determining covenant compliance. These include Leverage, Interest Cover, Net Debt, Adjusted Net Finance Expense and 
Adjusted EBITDA.
See below for a reconciliation of all non-statutory measures to the closest statutory measure included in these financial 
statements.
a. Adjusted profit or loss measures are as follows:
£m
2024
Gross 
profit
Operating
expenses
Operating
profit
Net finance 
expense
(Loss)/
profit 
before tax
Tax
expense
(Loss)/
profit for 
the year
Statutory result
97.0
(93.4)
3.6
(11.3)
(7.7)
(1.7)
(9.4)
Adjusted for:
Restructuring costs
–
2.3
2.3
–
2.3
–
2.3
Exit from China semiconductor market
4.3
2.4
6.7
–
6.7
–
6.7
Costs relating to legal dispute
–
7.6
7.6
–
7.6
–
7.6
Amortisation of intangible assets 
acquired from business combinations
–
3.1
3.1
–
3.1
–
3.1
Global supply chain transformation
–
1.6
1.6
–
1.6
–
1.6
Bid defence costs
–
0.2
0.2
–
0.2
–
0.2
Tax effects of Adjusting items1
–
–
–
–
–
(1.7)
(1.7)
Adjusted result
101.3
(76.2)
25.1
(11.3)
13.8
(3.4)
10.4
Adjusted Gross Margin is the Adjusted Gross Profit expressed as a percentage of revenue. Adjusted Operating Margin is the 
Adjusted Operating Profit expressed as a percentage of revenue.
188
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189
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
5. Reconciliation of non-statutory measures continued
£m
2023
Gross
profit
Operating
expense
Operating
profit
Net finance 
expense
(Loss)/
Profit 
before tax
Tax
expense
(Loss)/
Profit for 
the
year
Statutory result
131.3
(106.8)
24.5
(13.3)
11.2
(20.2)
(9.0)
Adjusted for:
Restructuring costs
–
5.3
5.3
2.4
7.7
–
7.7
Costs relating to legal dispute
–
2.1
2.1
–
2.1
–
2.1
Amortisation of intangible assets 
acquired from business combinations
–
3.2
3.2
–
3.2
–
3.2
Global supply chain transformation
–
2.7
2.7
–
2.7
–
2.7
Costs related to Enterprise Resource 
Planning system implementation
–
0.3
0.3
–
0.3
–
0.3
Acquisition costs
–
0.1
0.1
–
0.1
–
0.1
Fair value gain on derivative financial 
instruments
–
(0.1)
(0.1)
–
(0.1)
–
(0.1)
Gain on modifications of revolving 
credit facility
–
–
–
(0.6)
(0.6)
–
(0.6)
Tax effects of Adjusting items1
–
–
–
–
–
10.4
10.4
Adjusted result
131.3
(93.2)
38.1
(11.5)
26.6
(9.8)
16.8
1	 Adjusted for tax on specific items relating to costs on amortisation of Intangible assets acquired from business combinations of £0.4m (2023: £nil), legal dispute 
of £nil (2023: £0.5m), gain on modification of revolving credit facility of £nil (2023: £0.1m), restructuring cost of £0.5m (2023: £1.9m), global supply chain 
transformation £nil (2023: £0.7m), exit from China Semiconductor market of £0.8m (2023: £nil) and tax loss relating to legal claim £nil (2023: £13.6m).
b. Adjusted Operating Cash Flow and Conversion % is as follows:
£m
2024
 2023
Cash generated from operations
62.0
62.4
Adjusted for cash flows in respect of:
Restructuring costs
1.1
  1.2
Costs relating to legal dispute
1.6
1.9
Global supply chain transformation
0.9
–
Costs related to Enterprise Resource Planning system implementation
–
0.4
Adjusted Operating Cash Flow
65.6
65.9
Adjusted Operating Profit
25.1
38.1
Adjust Operating Cash Conversion
261%
173%
c. Adjusted EBITDA is as follows:
£m
2024
 2023
(Loss)/profit before tax 
(7.7)
11.2
Adjusted for:
Net finance expense
11.3
13.3
Depreciation
8.8
9.6
Amortisation
9.9
10.5
EBITDA
22.3
44.6
Adjusted for:
Restructuring costs1
2.3
3.8
Exit from China Semiconductor market 
6.7
–
Costs relating to legal dispute
7.6
2.1
Global supply chain transformation
1.6
2.7
Impairment loss on intangible assets2
0.2
1.9
Costs related to Enterprise Resource Planning system implementation
–
0.3
Acquisition costs
–
0.1
Fair value gain on derivative financial instruments
–
(0.1)
Bid defence costs
0.2
–
Adjusted EBITDA
40.9
55.4
1	 Restructuring costs for 2023 do not include £1.5m of depreciation of right-of-use assets related to lease for office space in the United States of America.
2	 Impairment loss on intangible assets for 2023 has been adjusted such that £0.5m of impairment loss is now included within restructuring costs and £0.1m is 
now included within costs relating to legal dispute.
d. Net Debt is as follows:
£m
2024
 2023
Borrowings
Current
 0.3
 0.4
Non-current
108.6
125.7
Total borrowings
108.9
126.1
Cash and bank balances
Cash at bank and on hand
15.3
13.3
Short-term bank deposits
 0.1
 0.1
Total cash and bank balances
15.4
13.4
Net Debt
93.5
112.7
e. Leverage ratio (Net Debt : Adjusted EBITDA) is as follows:
£m
2024
 2023
Net Debt (Note 5 (d))
93.5
112.7
Adjusted EBITDA (Note 5(c))
40.9
55.4
Leverage Ratio (Net Debt : Adjusted EBITDA)
2.3x
2.0x
190
XP Power Annual Report & Accounts for the year ended 31 December 2024
191
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
5. Reconciliation of non-statutory measures continued
f. Interest Cover (Adjusted EBITDA : Adjusted Net Finance Expense) is as follows:
£m
2024
 2023
Adjusted EBITDA (Note 5(c))
40.9
55.4
Net finance expense 
11.3
13.3
Adjusted for: 
Restructuring costs1
–
(2.4)
Gain on modification of revolving credit facility
–
0.6
Adjusted Net Finance Expense 
11.3
11.5
Interest Cover (Adjusted EBITDA : Adjusted Net Finance Expense)
3.6x
4.8x
1	 Restructuring costs in 2023 consist only of interest on lease liabilities related to lease for office spaces in the United States of America which were treated as 
Adjustments from the start of the lease until the date of initial occupation. The office spaces have been occupied since January 2024.
6. Employee compensation (including Directors)
£m
2024
 2023
Wages and salaries
80.7
97.9
Employers’ contribution to defined contribution plans 
9.0
10.7
Share-based payment expenses (see Note 30)
1.6
1.1
91.3
109.7
Less: amount capitalised in intangible assets and property, plant and equipment
(8.5)
(7.6)
Total
82.8
102.1
For further information regarding Directors’ remuneration, refer to the Directors’ Remuneration Report.
7. Net finance expense
£m
2024
 2023
Interest income
Bond receivables 
(1.6)
(1.4)
Others
(0.1)
(0.1)
(1.7)
(1.5)
Interest expense 
Bank borrowings and overdrafts
10.6
13.8
Lease liabilities
3.3
3.1
13.9
16.9
Gain on modification of revolving credit facility
–
(0.6)
Unwinding of discount for accrued consideration
0.1
0.1
12.3
14.9
Less: amount capitalised in Intangible assets and Property, plant and equipment – see below
(1.0)
(1.6)
Amount recognised in profit or loss
11.3
13.3
Finance expenses on general financing were capitalised at a rate of 7.5% per annum (2023: 8.1% per annum).
Of the amount capitalised, £0.7m (2023: £1.2m) was capitalised to Product Development costs, £0.3m (2023: £0.2m) to 
Buildings costs and £nil (2023: £0.2m) to Software. 
8. Expenses by nature 
£m
2024
 2023
Loss after tax is after charging:
Amortisation of intangible assets (Note 13)
9.9
10.5
Depreciation of property, plant and equipment (Note 14)
5.6
5.1
Depreciation of right-of-use assets1 (Note 15) 
3.2
2.9
Employee compensation (Note 6)
82.8
102.1
Net foreign exchange (gains)/losses
(1.2)
0.9
Fair value gain on derivative financial instruments
–
(0.1)
Purchases of inventories
87.1
115.5
Changes in inventories
20.5
22.8
Fees payable to the Group’s Auditor for the audit of the Group’s accounts
0.8
0.7
Fees payable to other audit firm for audit-related services
–
0.1
Tax fees payable to other firms for services provided to the Group
0.4
0.4
Lease expense (Note 15)
0.1
0.2
Recruitment
0.6
0.9
Information systems
3.8
4.4
Consultancy fees
2.0
2.6
Travel and entertainment 
1.7
1.9
Advertising 
0.7
1.0
Safety and approval 
1.4
1.2
Restructuring costs
2.3
5.3
Costs relating to legal dispute2
7.6
2.1
Global supply chain transformation
1.6
2.7
Impairment loss on intangible assets3
0.2
1.9
Costs related to Enterprise Resource Planning system implementation
–
0.3
Acquisition costs
–
0.1
Exit from China Semiconductor market
6.7
–
Other expenses
5.9
6.4
Total cost of sales, distribution and marketing, administrative and research and development 
expenses
243.7
291.9
1	 £1.6m of depreciation of right-of-use assets for 2023 related to lease for office space in the United States of America was reclassified to disclose under 
restructuring costs.
2	 Comet Technologies USA Inc., Comet AG, and YXLON International (collectively “Comet”) filed a lawsuit against XP Power LLC, alleging trade secret 
misappropriation relating to RF match and generator technology. The Group has incurred legal costs of £7.6m (2023: £2.1m) related to this matter. See Note 24 
for further information.
3	 Impairment loss on intangible assets for 2023 has been adjusted such that £0.5m of impairment loss is now included within restructuring costs and £0.1m is 
now included within costs relating to legal dispute.
192
XP Power Annual Report & Accounts for the year ended 31 December 2024
193
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
9. Income taxes
£m
2024
 2023
Tax expense attributable to profit is made up of: 
Profit for the financial year 
– Singapore
(0.3)
3.6
– Foreign 
2.2
3.3
Current income tax
1.9
6.9
Deferred income tax 
(0.2)
13.7
1.7
20.6
Over provision in prior financial years
– Singapore
–
(0.3)
– Foreign 
(0.1)
–
Current income tax
(0.1)
(0.3)
Deferred income tax 
–
(0.7)
(0.1)
(1.0)
Withholding tax 
0.1
0.6
Income tax expense
1.7
20.2
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions at the balance sheet date.
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the Singapore standard 
rate of income tax as follows: 
£m
2024
 2023
Profit before tax
(7.7)
11.2
Tax on profit at standard Singapore tax rate of 17% (2023: 17%)
(1.3)
1.9
Tax incentives
(0.3)
(0.9)
Different tax rates in other countries
(0.3)
(0.9)
Expenses not deductible for tax purposes
1.4
1.1
Income not subject to tax 
(0.3)
(0.2)
Deferred tax effect of change in tax rate
(0.1)
0.4
Deferred tax asset on tax losses and wear and tear allowances not provided for
2.6
5.8
Over provision of tax in prior financial years
(0.1)
(1.0)
Withholding tax
0.1
0.6
Deferred tax expense arising from the write-down or reversal of a previous write down, of a 
deferred tax asset 
–
13.4
Income tax expense
1.7
20.2
Aggregate deferred tax asset arising in the reporting period and not recognised in net profit or loss or other comprehensive 
income but directly (credited)/debited to equity:
£m
2024
 2023
Deferred tax (liabilities)/asset – share-based payments
(0.3)
0.2
Total
(0.3)
0.2
OECD Pillar Two legislation was enacted in Singapore, the jurisdiction in which XP Power Limited is incorporated. The Group 
is not within the scope of the OECD Pillar Two model rule as the Group does not meet the consolidated revenue threshold of 
EUR 750m in at least two of the last four years. 
10. Dividends
Amounts recognised as distributions to equity holders in the period: 
 
2024
2023
Pence 
per share
£m
Pence 
per share
£m
Prior year third quarter dividend paid
–
–
21.0
4.1
Prior year final dividend paid
–
–
36.0
7.1
First quarter dividend paid
–
–
18.0*
3.6
Second quarter dividend paid
–
–
–
–
Total
–
–
75.0
14.8
* Dividends in respect of 2023 (18.0p).
No dividends are proposed in respect of the 2024 financial year as previously highlighted by the board.
11. Earnings per share
The calculations of the basic and diluted earnings per share attributable to the ordinary equity holders of the Company are 
based on the following data:
£m
2024
 2023
Loss
Loss after tax attributable to equity holders of the Company
(9.6)
(9.2)
Loss for losses per share
(9.6)
(9.2)
Number of shares
Weighted average number of ordinary shares outstanding for basic earnings per share 
(thousands)
23,720
20,281
Effect of dilutive potential share awards (thousands)
60
23
Weighted average number of shares for diluted earnings per share (thousands)
23,780
20,304
(Loss)/earnings per share 
Basic
(40.5)p
(45.4)p
Basic Adjusted*
43.0p
81.9p
Diluted
(40.4)p
(45.3)p
Diluted Adjusted*
42.9p
81.8p
* Reconciliation to compute the Adjusted Earnings is as per below:
£m
2024
 2023
Loss after tax attributable to equity holders of the Company
(9.6)
(9.2)
Restructuring costs
2.3
7.7
Exit from China Semiconductor market
6.7
–
Costs relating to legal dispute
7.6
2.1
Amortisation of intangible assets acquired from business combination
3.1
3.2
Global supply chain transformation
1.6
2.7
Costs related to Enterprise Resource Planning system implementation
–
0.3
Acquisition costs
–
0.1
Fair value gain on derivative financial instruments
–
(0.1)
Gain on modification of revolving credit facility
–
(0.6)
Bid defence cost
0.2
–
Tax effects of Adjusting items
(1.7)
10.4
Adjusted Earnings
10.2
16.6
194
XP Power Annual Report & Accounts for the year ended 31 December 2024
195
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
12. Goodwill
£m
2024
 2023
Cost 
 
At 1 January 
75.6
77.5
Accrued consideration (Note 22)
(0.2)
–
Currency translation differences
(0.8)
(1.9)
At 31 December
74.6
75.6
Accumulated impairment
Impairment charge
(1.4)
–
At 31 December
(1.4)
–
Net book value
73.2
75.6
Goodwill arises on the consolidation of business/subsidiary undertakings. 
For the purpose of impairment tests for goodwill, goodwill is allocated to the cash-generating units (“CGUs”) according to 
operating segments identified in Note 4.
A segment-level summary of the goodwill allocation is as follows:
£m
2024
 2023
North America
43.0
42.7
Europe
30.2
31.4
Asia
–
1.5
At 31 December
73.2
75.6
The recoverable amount of the CGU is determined from value-in-use calculations. Cash flow projections used in the value-in-
use calculations were based on financial models prepared by management covering a five-year period. Cash flows beyond the 
five-year period were extrapolated using the estimated growth rates stated below. 
Key assumptions used for value-in-use calculations:
31 December 2024
31 December 2023
Growth 
 rate1
Discount 
rate2
Terminal 
growth rate
Growth 
rate1
Discount 
rate2
Terminal 
growth rate
North America
5.0%
10.0%
2.0%
5.0%
10.2%
2.0%
Europe
5.0%
11.5%
2.0%
3.5%
12.4%
2.0%
Asia
4.2%
12.9%
2.0%
7.7%
15.1%
2.0%
1	 Compound annual growth rate of projected revenue over five years.
2	 Pre-tax discount rate applied to the pre-tax cash flow projections.
An impairment charge of £1.4m (2023: £nil) is included within administrative expenses in the Statement of Comprehensive 
Income. The impairment charge during the year arose from the Asia CGU due to the recent decision to exit the semiconductor 
market in China, and generally soft demand conditions across Asia.
A sensitivity analysis was performed for the North America and Europe CGUs. Management concluded that no reasonably 
possible change in any of the key assumptions would result in the carrying value of the CGU exceeding its recoverable 
amount. No sensitivity analysis  performed for the Asia CGU as the goodwill balance is fully impaired.
The impairment test carried out at 31 December 2024 for the North America CGU, which includes 59% of the goodwill 
recognised on the balance sheet, calculated a recoverable amount of the CGU of £153.6m or 13.6% higher than its carrying 
amount. An increase in the discount rate by 1.6% or a decrease in growth rate by 1.6% would result in the recoverable amount 
of the North America CGU being equal to its carrying value.
The impairment test carried out at 31 December 2024 for the Europe CGU, which includes 41% of the goodwill recognised 
on the balance sheet, calculated a recoverable amount of the CGU of £71.5m or 250.5% higher than its carrying amount. An 
increase in the discount rate by 24.9% or a decrease in growth rate by 7.9% would result in the recoverable amount of the 
Europe CGU being equal to its carrying value.
The impairment test also modelled the potential impact on future cash flows due to climate change. A sensitivity analysis was 
performed for each CGU or group of CGUs to demonstrate the financial impact of the following key climate-related risks (see 
Climate Risks in the Sustainability Report):
1.	 Storm and flood disruption – major flood or fire could cause a disruption to the manufacturing sites
2.	 Supply chain risks – climate change could result in disruption to our supply chain, either through supplier sites being 
directly affected, or by disruption to transportation and electricity supply
3.	 Carbon price impacts in the value chain – the increase in carbon price may result in increased cost of goods sold and 
increased cost of transportation
4.	 Robustness of local power supply – our energy supply may be disrupted for a prolonged period due to local supply outages
5.	 Risk of not meeting net zero target – failure to meet the defined net zero targets may cause reputational damage, dissuade 
potential investors, or result in greater costs due to the introduction of carbon pricing
These downside scenarios would result in 5-6% reduction of revenue and 5-10% increase in operating costs. They are 
considered to be reasonable tests as it reflects the expectation that financial impacts would be time-bound and most likely to 
impact the organisation’s ability to meet demand for a period. The maximum impact to headroom based on the sensitivities 
tested for North America and Europe is a reduction of £0.5m and £0.2m, respectively. The impacts would still leave significant 
headroom and as a result no potential indicator of impairment was identified. No sensitivity analysis performed for the Asia 
CGU as the goodwill balance is fully impaired.
196
XP Power Annual Report & Accounts for the year ended 31 December 2024
197
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
13. Intangible assets
£m
Product 
Development 
costs
Brand Trademarks
Technology
Customer 
relationships
Customer 
contracts
Software
Assets under 
development
Total
Cost
At 1 January 2023
43.9
1.8
1.1
8.3
26.0
2.7
23.7
28.3 135.8
Additions
0.3
–
–
–
–
–
–
9.2
9.5
Disposals
–
–
–
–
–
–
(0.2)
–
(0.2)
Transfers
8.5
–
–
–
–
–
1.9
(10.4)
–
Currency translation 
differences
(1.7)
–
–
(0.4)
(1.2)
(0.1)
(1.2)
(1.5)
(6.1)
At 31 December 2023
51.0
1.8
1.1
7.9
24.8
2.6
24.2
25.6 139.0
Additions
–
–
–
–
–
–
0.1
10.2
10.3
Disposals
–
–
–
–
–
–
(0.2)
–
(0.2)
Transfers
8.6
–
–
–
–
–
–
(8.6)
–
Reclassification 
–
–
–
–
–
–
–
(0.9)
(0.9)
Currency translation 
differences
0.6
(0.1)
–
–
–
–
0.4
0.4
1.3
At 31 December 2024
60.2
1.7
1.1
7.9
24.8
2.6
24.5
26.7 149.5
Accumulated amortisation 
and impairment losses
At 1 January 2023
32.0
0.6
1.0
3.8
12.7
 1.4 
6.4
8.0 
65.9
Amortisation charge
5.0
0.2
–
0.8
1.6
0.6
2.3
–
10.5
Impairment charge
–
–
–
–
–
–
–
2.5
2.5
Currency translation 
differences
(1.1)
–
–
(0.2)
(0.7)
(0.1)
(0.4)
(0.5)
(3.0)
At 31 December 2023
35.9
0.8
1.0
4.4
13.6
1.9
8.3
10.0
75.9
Amortisation charge
4.6
0.1
–
0.7
1.6
0.7
2.2
–
9.9
Impairment charge
–
–
–
–
–
–
–
0.2
0.2
Disposals
–
–
–
–
–
–
(0.2)
–
(0.2)
Reclassification 
(0.9)
–
–
–
–
–
–
–
(0.9)
Currency translation 
differences
0.4
–
–
0.1
0.2
–
0.2
0.2
1.1
At 31 December 2024
40.0
0.9
1.0
5.2
15.4
2.6
10.5
10.4
86.0
Net book value
At 31 December 2024
20.2
0.8
0.1
2.7
9.4
–
14.0
16.3
63.5
At 31 December 2023
15.1
1.0
0.1
3.5
11.2
0.7
15.9
15.6
63.1
The remaining amortisation period for customer relationships ranges from three to eight years. 
The Group’s trademarks used to identify and distinguish the Group’s name and logo have a carrying amount of £0.1m (2023: 
£0.1m). The Group intends to renew the trademarks continuously and evidence supports its ability to do so, based on its 
past experience. An analysis of market and competitive trends provides evidence that the trademarks will generate net cash 
inflows for the Group for an indefinite period. Therefore, the trademarks are carried at cost without amortisation, but are 
tested for impairment on an annual basis. 
14. Property, plant and equipment
£m
Freehold 
land
Buildings
Plant and 
equipment
Motor 
vehicles
Building 
improvements
Assets under 
construction
Total
Cost
At 1 January 2023
1.6
19.0
38.0
0.3
8.9
2.6
70.4
Additions
–
0.2
3.3
–
0.2
26.9
30.6
Disposals
–
–
(3.5)
(0.1)
(0.6)
–
(4.2)
Transfers
–
–
2.4
–
19.2
(21.6)
–
Currency translation 
differences
(0.1)
(1.0)
(2.1)
–
(0.8)
(0.3)
(4.3)
At 31 December 2023
1.5
18.2
38.1
0.2
26.9
7.6
92.5
Additions
–
0.3
2.3
–
–
7.2
9.8
Disposals
–
–
(0.6)
(0.1)
(1.8)
–
(2.5)
Transfers
–
–
2.1
–
3.2
(5.3)
–
Currency translation 
differences
–
0.2
0.4
–
0.5
0.2
1.3
At 31 December 2024
1.5
18.7
42.3
0.1
28.8
9.7
101.1
Accumulated depreciation
At 1 January 2023
–
5.1
23.9
0.3
4.5
–
33.8
Depreciation charge
–
0.5
3.7
–
0.9
–
5.1
Disposals
–
–
(3.4)
(0.1)
(0.6)
–
(4.1)
Currency translation 
differences
–
(0.3)
(1.3)
–
(0.2)
–
(1.8)
At 31 December 2023
–
5.3
22.9
0.2
4.6
–
33.0
Depreciation charge
–
0.5
4.0
–
1.1
–
5.6
Disposals
–
–
(0.5)
(0.1)
(1.8)
–
(2.4)
Impairment charge
–
–
0.2
–
–
–
0.2
Currency translation 
differences
–
0.1
0.2
–
–
–
0.3
At 31 December 2024
–
5.9
26.8
0.1
3.9
–
36.7
Net book value 
At 31 December 2024
1.5
12.8
15.5
–
24.9
9.7
64.4
At 31 December 2023
1.5
12.9
15.2
–
22.3
7.6
59.5
Assets under construction pertains to cost incurred for the building of Malaysia factory of £8.7m, testing equipment of £0.3m 
in North America and plant and equipment of £0.7m in Vietnam factory.
Due to the recent decision to exit the semiconductor market in China, £0.2m of the plant and equipment from the Kunshan 
factory has been impaired.
198
XP Power Annual Report & Accounts for the year ended 31 December 2024
199
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
15. Leases
Nature of the Group’s leasing activities
Leasehold land and buildings
The Group has made an upfront payment to secure the right-of-use of two 50-year leasehold plots of land, which are used 
in the Group’s production operations. The Group also leases office space for the purpose of back-office operations, sales 
activities, warehousing activities and product development uses.
Equipment and motor vehicles
The Group leases vehicles to render logistic services, and leases copier machines for back-office use.
a. Right-of-use assets
Carrying amounts and depreciation charge during the year:
£m
Leasehold 
land and 
buildings
Equipment 
and motor 
vehicles
Total
Cost
At 1 January 2023
54.2
0.7
54.9
Additions
7.1
0.2
7.3
Disposals
(0.8)
–
(0.8)
Depreciation charge 
(4.3)
(0.2)
(4.5)
Currency translation differences
(2.9)
–
(2.9)
At 31 December 2023
53.3
0.7
54.0
Additions
0.8
0.4
1.2
Depreciation charge 
(2.9)
(0.3)
(3.2)
Impairment 
(0.3)
_
(0.3)
Currency translation differences
0.1
_
0.1
At 31 December 2024
51.0
0.8
51.8
b. Lease expense not capitalised in lease liabilities
£m
2024
 2023
Lease expense – short-term leases
0.1
0.2
Lease expense – low-value leases
–
–
Total
0.1
0.2
See Note 23 for details of lease liabilities.
c. Total cash outflow in current year 
Total cash outflow for all leases in 2024 was £4.8m (2023: £3.6m). 
d. Future cash outflows which are not capitalised in lease liabilities
Extension options
The leases for certain office spaces contain extension options, for which the related lease payments have not been included 
in lease liabilities as the Group is not reasonably certain to exercise these extension options. The Group negotiates extension 
options to optimise operational flexibility in terms of managing the assets used in the Group’s operations. All the extensions 
are exercisable by the Group and not by the lessor.
16. Subsidiaries
The Group has the following principal subsidiaries (excludes dormant subsidiaries) as at 31 December 2024 and 2023:
Name of subsidiary
Country of business/
incorporation 
Ownership 
interest
2024
(%)
Ownership 
interest
2023
(%)
Directly owned by the Company
XP Power Plc
UK
100
100
XP Power Singapore Holdings Pte Limited
Singapore
100
100
Indirectly owned by the Company
XP PLC
UK
100
100
XP Power Holdings Limited
UK
100
100
XP Power AG
Switzerland
100
100
Powersolve Electronics Limited*
UK
90.6
90.6
XP Power Srl
Italy
100
100
XP Power ApS
Denmark
100
100
XP Power Sweden AB
Sweden
100
100
XP Power GmbH
Germany
100
100
FuG Elektronik GmbH
Germany
100
100
Guth High Voltage GmbH
Germany
100
100
XP Power SA
France
100
100
XP Power Norway AS
Norway
100
100
XP Power International Limited
UK
100
100
XP Power LLC
USA
100
100
XP Power (Shanghai) Co., Limited
China
100
100
XP Power (Hong Kong) Limited
Hong Kong
100
100
XP Power (Vietnam) Co., Limited
Vietnam
100
100
XP Power Singapore Manufacturing Pte. Ltd.
Singapore
100
100
XP Power (Kunshan) Co., Limited
China
100
100
XP Power (Philippines) Inc.
Philippines
100
100
XP Power (Malaysia) Sdn. Bhd.
Malaysia
100
100
Hanpower Co., Ltd*
South Korea
66
66
XP Power (India) Pte. Ltd.
India
100
100
* Refer to Note 22.
200
XP Power Annual Report & Accounts for the year ended 31 December 2024
201
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
17. Cash and bank balances
£m
2024
 2023
Cash at bank and on hand
15.3
13.3
Short-term bank deposits
0.1
0.1
Total 
15.4
13.4
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the following:
£m
2024
 2023
Cash at bank balances (as above)
15.4
13.4
Less: Bank deposit pledged 
(1.5)
(1.4)
Cash and cash equivalents per consolidated statement of cash flows
13.9
12.0
Bank deposit is pledged as a collateral to obtain a letter of credit for the security deposit of a lease. The deposit is classified 
as a non-current asset as it is restricted from being exchanged or used to settle a liability for at least 12 months after the 
reporting period. 
18. Inventories
£m
2024
 2023
Finished goods
24.1
36.4
Raw materials
31.2
39.1
Work in progress
15.8
16.1
Total
71.1
91.6
The cost of inventories recognised as an expense and included in “cost of sales” amounts to £107.6m (2023: £138.3m). 
19. Trade receivables
£m
2024
 2023
Trade receivables 
30.2
43.2
Less: Loss allowance (Note 31(d))
–
(0.1)
Total 
30.2
43.1
The average credit period taken on sales of goods is 45 days (2023: 50 days). No interest is charged on the outstanding 
receivables balance. The carrying amounts of trade receivables approximate to their fair values.
20. Other current assets
£m
2024
 2023
Prepayments
3.2
3.0
Deposits
0.5
0.7
VAT receivables
1.4
0.6
Rights to returned goods
0.1
0.3
Other receivables
0.4
3.5
Total 
5.6
8.1
Other current assets are not impaired as at 31 December 2024 and 31 December 2023.
21. Trade and other payables
£m
2024
 2023
Trade payables
17.9
18.5
VAT payables
1.8
1.4
Withholding tax
0.2
0.1
Accruals for operating expenses
19.2
24.3
Contract liabilities
1.4
3.4
Refund liabilities
0.3
0.6
Total
40.8
48.3
The Group recognised contract liabilities for payments from customers that are received in advance of the transfer of goods. 
Revenue recognised in the current period that was included in the contract liabilities at the beginning of the period amounts 
to £2.8m (2023: £2.5m).
Customers have a right to return goods to the Group within a given period. The Group recognised the refund liabilities for the 
amounts of consideration received for which the Group does not expect to be entitled. The Group also recognised a right to 
the returned goods measured by reference to the former carrying amount of the goods.
22. Accrued consideration
£m
2024
 2023
At 1 January
1.7
1.5
Provision made
(0.2)
0.2
Payment
–
–
At 31 December
1.5
1.7
£m
2024
 2023
Current 
0.8
–
Non-current 
0.7
1.7
At 31 December
1.5
1.7
As at 31 December 2024, the Group owns 90.6% (2023: 90.6%) of the shares of Powersolve Electronics Limited 
(“Powersolve”). On 19 December 2024, the Group entered into a deed of variation to amend the period over which the 
purchase of the remaining 9.4% can occur to between 1 January 2025 and 1 January 2027. Management does not intend to 
exercise this option prior to the end of 2025, and therefore it is classified as non-current.
As at 31 December 2024, the Group owns 66% (2023: 66%) of the shares of Hanpower Co Ltd (“Hanpower”). The Group 
acquired an initial 51% of the shares in Hanpower in May 2015 and the Group entered into an agreement on 20 May 2015 
with Hanpower to purchase an additional 15.0% of the shares in 2020 and another 15% of the shares in 2025. The purchase 
of the first additional 15% was completed in 2020. 
The commitments to purchase the remaining ownership interests have been accounted for as accrued consideration and are 
calculated based on the expected future payment which will be based on a predefined multiple of the average earnings for the 
past three years at the point of payment. 
The future payment is discounted to the present value, with the discount amortised to interest expense each period as the 
payment draws nearer. At each reporting period, the anticipated future payment is recalculated and an adjustment made 
accordingly, with a corresponding adjustment to goodwill for Powersolve. For Hanpower, the amount that is payable under the 
agreement is initially recognised at the present value of the redemption amount within liabilities with a corresponding charge 
directly to equity. The liability is subsequently accreted through equity up to the redemption amount that is payable in 2025.
202
XP Power Annual Report & Accounts for the year ended 31 December 2024
203
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
23. Borrowings and lease liabilities
£m
2024
 2023
Current
Bank borrowings
0.3
0.4
Lease liabilities
1.6
1.4
Total
1.9
1.8
Non-current
Bank borrowings
108.6
125.7
Lease liabilities
52.7
53.3
Total
161.3
179.0
Undrawn borrowing facilities 
£m
2024
 2023
Expiring beyond one year
57.5
73.1
Total
57.5
73.1
The revolving credit facility was renegotiated in February 2025 to reduce the total facility to US$190m. The facility has no 
fixed repayments until maturity in December 2026. The revolving credit facility denominated in USD is priced at SOFR plus 
a margin of 1.5%-3.25%, depending on Leverage, for the amount that has been drawn down and an amount of 40% of the 
margin for the unutilised facility. 
The fair values of the Group’s bank borrowings and overdrafts approximate to their carrying amounts.
Reconciliation of liabilities arising from financing activities
£m
Non-cash changes
1 January 
2024
Proceeds 
from 
borrowings
Principal, 
interest 
and fee 
payments
Addition 
during 
the year
Modification 
of lease 
liability
Modification 
of revolving 
credit facility
Net 
interest 
expense
Foreign 
exchange 
movement
31 
December 
2024
Bank 
borrowings
126.1
3.8
(32.4)
–
–
–
9.6
1.8
108.9
Lease 
liabilities
54.7
–
(4.7)
1.2
–
–
3.3
(0.2)
54.3
£m
Non-cash changes
1 January 
2023
Proceeds 
from 
borrowings
Principal, 
interest 
and fee 
payments
Addition 
during 
the year
Modification 
of lease 
liability
Modification 
of revolving 
credit facility
Net 
interest 
expense
Foreign 
exchange 
movement
31 
December 
2023
Bank 
borrowings
174.2
14.5
(67.0)
–
–
(0.6)
12.2
(7.2)
126.1
Lease 
liabilities
51.3
–
(3.4)
6.8
(0.6)
–
3.1
(2.5)
54.7
24. Provisions (current)
£m
Current
2024
 2023
Legal dispute (Note (a) below) 
51.4
43.6
Others 
2.6
1.3
Total 
54.0
44.9
(a) Legal dispute
£m
2024
 2023
At 1 January 
43.6
46.1
Provision made
7.0
–
Currency translation differences
0.8
(2.5)
At 31 December 2024
51.4
43.6
In March 2022, an award for damages was made against XP for a total of $40m in respect of a US legal action brought by 
Comet Technologies USA Inc., Comet AG, and YXLON International (“Comet”). Our appeal against the original ruling was filed 
with the Appellate Court in August 2023. 
In January 2025, the judge further awarded Comet US $1.3m in pre-judgment interest and legal fees of US $17.4m. We have 
also lodged appeals against these judgements. As a result of these judgements, we have further provided for legal costs by 
£7.0m and incurred additional legal fees of £0.6m during the year, which are presented as an Adjusted item. The settlement 
amounts will not be finalised until the conclusion of the appeals process.
25. Bond receivable
In November 2022, the Group purchased an appeal bond from an insurance company in preparation for a potential appeal 
with the Appellate Court amounting to £36.9m. Interest is accrued on the bond at an annual rate equivalent to the rate for 
the three-month Treasury Bill as published by the Board of Governors of the Federal Reserve System. A management fee of 
0.4% of the bond is calculated on an annualised basis and payable to the issuer of the bond. The bond receivable is restricted 
until the finalisation of the appeal. As at 31 December 2024, the carrying amount of bond receivable amounts to £39.2m 
(2023: £36.7m) which comprises the initial bond value of £35.1m (2023: £34.6m), plus bond premium of £1.2m (2023: £0.8m), 
interest receivable of £3.2m (2023: £1.4m) less the management fees paid of £0.3m (2023: £0.1m). The bond is denominated 
in USD and is revalued at each reporting date. During 2024 the increase in the bond to £39.2m from £36.7m at the end of the 
preceding year is comprised of interest income of £1.6m and £0.9m of currency translation differences.
204
XP Power Annual Report & Accounts for the year ended 31 December 2024
205
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
26. Deferred income taxes
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax 
assets against current income tax liabilities and when the deferred income taxes relate to the same taxation authority.
The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:
£m 
2024
2023
Deferred income tax assets
1.0
0.7
Deferred income tax liabilities
(9.1)
(9.3)
Net deferred tax liabilities
(8.1)
(8.6)
The movement in the net deferred income tax account is as follows: 
£m 
2024
2023
Beginning of financial year
(8.6)
4.6
Tax credited/(charged) to:
– Profit or loss (Note 9)
0.2
(13.0)
– Equity (Note 9)
0.3
(0.2)
End of financial year
(8.1)
(8.6)
The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) is 
as follows:
Deferred income tax assets
£m 
Provision for 
legal dispute
Share-based 
payments
Tax losses
Lease 
liabilities
Others
Total
At 1 January 2023
11.5
0.6
1.5
13.2
3.6
30.4
Charged to profit or loss
(11.0)
–
(1.2)
(8.3)
(3.5)
(24.0)
Debited to equity
–
(0.2)
–
–
–
(0.2)
Currency translation differences
(0.4)
–
–
(0.4)
(0.1)
(0.9)
At 31 December 2023
0.1
0.4
0.3
4.5
–
5.3
Credited/(charged) to profit or loss
–
0.3
(0.1)
(0.3)
–
(0.1)
Debited to equity
–
0.3
–
-
–
0.3
Currency translation differences
–
–
–
(0.2)
–
(0.2)
At 31 December 2024
0.1
1.0
0.2
4.0
–
5.3
At 31 December 2024, the Group has unutilised tax losses and other credits of £39.8m (2023: £67.2m) for which no deferred 
tax benefit is recognised in the balance sheet due to the current uncertainty as to the Group’s ability to utilise these losses. 
These tax losses and capital allowances can be carried forward and used to offset against future taxable income subject 
to meeting certain local statutory requirements. Tax losses amounting to £1.3m (2023: £11.0m) can be carried forward 
indefinitely, losses amounting to £35.0m (2023: £52.7m) begin to expire in 2029 and losses amounting to £3.5m (2023: 
£3.5m) begin to expire in 2034.
26. Deferred income taxes continued
Deferred income tax liabilities
£m 
Accelerated 
tax 
depreciation
Intangible 
assets 
amortisation
Lease 
assets 
Others 
Total
At 1 January 2023
(2.2)
(10.4)
(13.2)
–
(25.8)
Credited/(charged) to profit or loss
1.3
1.5
8.3
(0.1)
11.0
Currency translation differences
0.1
0.4
0.4
–
0.9
At 31 December 2023
(0.8)
(8.5)
(4.5)
(0.1)
(13.9)
Credited/(charged) to profit or loss
–
0.4
0.3
(0.4)
0.3
Currency translation differences
–
0.1
0.2
(0.1)
0.2
At 31 December 2024
(0.8)
(8.0)
(4.0)
(0.6)
(13.4)
27. Share capital and reserves
a. Share capital 
 
No. of ordinary shares
Amount £m
Issued share 
capital 
Treasury 
shares
Share capital 
Treasury 
shares
2024
Beginning of financial year 
23,689,254
(48,883)
71.2
–
Treasury shares re-issued
–
28,301
–
–
End of financial year 
23,689,254
(20,582)
71.2
–
2023
Beginning of financial year 
19,742,296
(102,086)
27.2
–
Shares issued
3,946,958
–
44.0
–
Treasury shares purchased 
–
(979)
–
–
Treasury shares re-issued
–
54,182
–
–
End of financial year 
23,689,254
(48,883)
71.2
–
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one 
vote per share and carry a right to dividends as and when declared by the Company.
b. Treasury shares 
Treasury shares are shares in the Company that are held by the Company’s Employee Share Ownership Plan (“ESOP”) Trust 
for the purpose of issuing shares under the Company’s ESOP. Shares issued to employees are recognised on a first-in, first-
out basis.
The Company re-issued 28,301 (2023: 54,182) treasury shares during the financial year pursuant to the Company’s ESOP at 
the exercise price of £nil to £0.01 (2023: £0.01 to £15.43). The cost of the treasury shares re-issued amounted to £13,000 
(2023: £6,000). The total consideration (net of expense) for the treasury shares issued is as follows: 
£m
2024 
2023
Exercise price paid by employees 
–
0.4
Value of employee services 
0.9
1.2
Total net consideration
0.9
1.6
Accordingly, a gain on re-issue of treasury shares of £0.9m (2023: £1.6m) is recognised in other reserve. 
206
XP Power Annual Report & Accounts for the year ended 31 December 2024
207
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
27. Share capital and reserves continued
c. Merger reserve
Merger reserve represents the difference between the value of shares issued by the Company in exchange for the value of 
shares of subsidiaries acquired under common control.
d. Share-based payments reserve
 Share-based payments reserve represents the equity-settled share-based payments granted to employees. The reserve is 
made up of the cumulative value of services received from employees recorded over the vesting period commencing from the 
grant date of equity-settled share-based payments and is reduced by the expiry or exercise of share-based payments.
e. Translation reserve
Translation reserve represents exchange differences arising from the translation of financial statements of foreign operations 
whose functional currencies are different from that of the Group’s presentation currency.
f. Other reserve
Other reserve comprises: 
•	 future transactions with the non-controlling interest. The Group has an agreement with the non-controlling shareholders 
of Hanpower Co. Ltd, a subsidiary, to purchase an additional 15.0% of the shares in 2025. The amount that may become 
payable under the agreement is initially recognised at the present value of the redemption amount within liabilities with 
a corresponding change directly to equity. The liability is subsequently accreted through finance expenses up to the 
redemption amount that is payable at the date at which the agreement first becomes exercisable, and
•	 the value relating to the exercise of share-based payment awards.
28. Cash flow from movement in working capital 
The following adjustments have been made to reconcile from the movement in balance sheet heading to the amount 
presented in the cash flow from the movement in working capital. This is in order to more appropriately reflect the cash 
impact of the underlying transactions. 
2024
£m
Inventories
(Note 18)
Trade 
receivables 
(Note 19)
Other current 
assets 
(Note 20)
Trade 
and other 
payables 
(Note 21) 
Accrued 
consideration
(Note 22)
 Provisions 
(current and 
non-current)
At 31 December 2024
71.1
30.2
5.6
40.8
1.5
55.3
At 31 December 2023
91.6
43.1
8.1
48.3
1.7
45.9
Balance sheet movement
20.5
12.9
2.5
(7.5)
(0.2)
9.4
Accrued consideration provision
–
–
–
–
0.3
–
Withholding tax payable
–
–
–
(0.1)
–
–
Interest accrual movement
–
–
–
–
(0.1)
–
Bond premium accruals
–
–
–
(0.3)
–
–
Reclassification
–
–
–
0.3
–
(0.3)
Currency translation differences
0.7
–
–
(0.4)
–
(0.8)
21.2
12.9
2.5
(8.0)
–
8.3
28. Cash flow from movement in working capital continued
2023
£m
Inventories
(Note 18)
Trade 
receivables 
(Note 19)
Other current 
assets 
(Note 20)
Trade 
and other 
payables 
(Note 21) 
Accrued 
consideration
(Note 22)
 Provisions 
(current and 
non-current)
At 31 December 2023
91.6
43.1
8.1
48.3
1.7
45.9
At 31 December 2022
114.4
42.4
8.0
52.6
1.5
47.0
Balance sheet movement
22.8
(0.7)
(0.1)
(4.3)
0.2
(1.1)
Accrued consideration provision
–
–
–
–
(0.1)
–
Withholding tax payable
–
–
–
0.1
–
–
Interest accrual movement
–
–
–
–
(0.1)
–
Provision for reinstatement costs 
–
–
–
(0.2)
–
0.1
Currency translation differences
(5.4)
(1.8)
(0.5)
2.6
–
2.5
17.4
(2.5)
(0.6)
(1.8)
–
1.5
29. Related-party transactions
Key management personnel compensation
Key management personnel are the Directors of the Group. 
£m
2024
 2023
Short-term employee benefits
2.5
1.9
Post-employment benefits
0.1
0.1
Share-based payment expenses
0.3
0.6
Total
2.9
2.6
Fees payable to non-executive Directors totalled £0.5m (2023: £0.4m).
Further information about the remuneration of the individual Directors is provided in the Directors’ Remuneration Report on 
pages 135–157.
208
XP Power Annual Report & Accounts for the year ended 31 December 2024
209
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments
The Group operates several equity-settled and cash-settled share-based payment plans. 
a. XP Power Share Option Plan (the “SOP”) 
Under the SOP a total of 345,000 and 418,000 options over ordinary shares in the Company were granted, in 2012 and 2016 
respectively. These options were subject to performance conditions based on total shareholder return (TSR) relative to the 
FTSE350 Electronic and Electric Equipment Sector. The maximum life of options granted under the SOP is ten years and on 
exercise of the share options, ordinary shares in the Company are issued to the participant. All options under the SOP are fully 
vested as at 31 December 2024.
Set out below are summaries of outstanding options granted under the plan: 
 
2024
2023
Number of 
share options
Weighted 
average 
exercise price 
per share 
option
Number of 
share options
Weighted 
average 
exercise price 
per share 
option
At 1 January
38,677
£15.43
73,677
£15.43
Forfeited during the year
(6,985)
£15.43
(10,000)
£15.43
Exercised during the year*
–
–
(25,000)
£15.43
At 31 December
31,692
£15.43
38,677
£15.43
Exercisable at 31 December 
31,692
£15.43
38,677
£15.43
* The weighted average share price at the date of exercise of options exercised during the year ended 31 December 2024 was £nil (2023: £23.75). 
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date
Exercise price
Share options 
31 December 
2024
Share options 
31 December 
2023
23 February 2016
23 February 2026
 £15.43
31,692
38,677
Total 
31,692
38,677
Weighted average remaining contractual life of options 
outstanding at end of period
1.1 year
2.2 year
b. XP Power Limited Long-Term Incentive Plan 2017 (the “XP LTIP 2017”)
Established in 2017 and amended in 2020, for awards made after that date, the only participants under the XP LTIP 2017 
are the Executive Directors. Awards are granted in the form of share options over ordinary shares in the Company, priced at 
£0.01 each. Vesting is subject to continued employment for three years from the grant date or good leaver status and the 
achievement of performance conditions based on specific targets and weightings. These currently include value creation 
through total shareholder return and financial performance through earnings per share growth. Vesting normally occurs on the 
fifth anniversary from the grant date. The maximum life of awards granted under the XP LTIP 2017 is six years. On exercise 
of the share award, ordinary shares in the Company will be issued to the participant. A cash amount equal to accumulated 
dividends from the grant date to the vesting date will be paid to the participant. 
Set out below are summaries of outstanding Awards granted under the plan: 
 
2024
2023^
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January#
82,001
£0.01
59,754
£0.01
Granted during the year
107,131
£0.01
53,408
£0.01
Forfeited during the year#
–
–
(31,161)
£0.01
Exercised during the year*
(3,091)
£0.01
–
–
At 31 December 
186,041
£0.01
82,001
£0.01
Exercisable at 31 December 
–
–
3,091
£0.01
#  The beginning balance excludes 11,582 awards granted on 3 March 2021 where both the EPS and TSR condition for the performance period 2021 to 2023 has 
not been met. This is different from the Remuneration Committee Report, which discloses the forfeiture in 2024. 
*  The weighted average share price at the date of exercise of options exercised during the year ended 31 December 2024 was £10.31 (2023: £nil). 
^ Awards outstanding at the end of the year have the following expiry dates and exercise prices.
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
16 March 2019
16 March 2024
£0.01
–
3,091
22 April 2020
22 April 2026
£0.01
6,586
6,586
8 March 2022
8 March 2028
£0.01
18,916
18,916
17 March 2023
17 March 2029
£0.01
33,381
33,381
14 September 2023
14 September 2029
£0.01
20,027
20,027
12 March 2024
12 March 2030
£0.01
107,131
–
Total 
186,041
82,001
210
XP Power Annual Report & Accounts for the year ended 31 December 2024
211
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments continued
Fair value of awards 
The fair values at grant date of awards granted during the year under the XP LTIP 2017 are determined using the valuation 
models below. Monte Carlo model is used for the portion of the award with the TSR performance condition and Black–
Scholes model is used for the portion of the award with earnings per share growth performance condition. The model inputs 
are as follows: 
Options granted
107,131
Fair value at grant date
£6.70 to £9.24 
Model used 
Monte Carlo and Black–Scholes models 
Assumptions used:
Share price
£10.74
Exercise price
£0.01
Expected volatility1
58.41%
Expected option life2
5 years
Expected dividend yield
3.00%
Risk-free interest rate
3.95%
1	 Volatility was estimated based on the historical volatility of the shares over a five-year period prior to grant date.
2	 Expected option life is estimated as being equal to the option life, on the grounds that there is a nominal exercise price.
c. XP Power Limited Restricted Share Plan 2020 (the “XP RSP 2020”)
Established in 2020, the only participants under the XP RSP 2020 are the Executive Directors. Restricted share awards are 
granted in the form of share options over ordinary shares in the Company, priced at £0.01 each, which normally vest five 
years from the grant date, subject to continued employment for three years from the grant date or good leaver status. There 
is no performance condition attached. The maximum life of Restricted Shares granted under the XP RSP 2020 is six years. 
On exercise of the share awards, ordinary shares in the Company will be issued to the participant. A cash amount equal to 
accumulated dividends from the grant date to the vesting date will be paid to the participant. 
Set out below are summaries of outstanding Restricted Shares granted under the plan: 
 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
14,295
£0.01
9,753
£0.01
Granted during the year
14,373
£0.01
7,189
£0.01
Forfeited during the year
–
–
(2,647)
£0.01
At 31 December
28,668
£0.01
14,295
£0.01
Exercisable at 31 December
–
–
–
–
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
22 April 2020
22 October 2025
£0.01
1,263
1,263
22 April 2020
22 April 2026
£0.01
1,712
1,712
3 March 2021
3 March 2027
£0.01
1,495
1,495
8 March 2022
8 March 2028
£0.01
2,636
2,636
17 March 2023
17 March 2029
£0.01
4,686
4,686
14 September 2023
14 September 2029
£0.01
2,503
2,503
12 March 2024
12 March 2030
£0.01
14,373
–
Total
28,668
14,295
Fair value of awards 
The fair value at grant date of awards granted during the year under the XP RSP 2020 is determined using the Black–Scholes 
model. The model inputs are as follows: 
Options granted
14,373
Fair value at grant date
£9.24 
Assumptions used:
Share price
£10.74
Exercise price
£0.01
Expected volatility1
58.40%
Expected option life2
5 years
Expected dividend yield
3.00%
Risk-free interest rate
3.95%
1	 Volatility was estimated based on the historical volatility of the shares over a five-year period prior to grant date.
2	 Expected option life is estimated as being equal to the option life, on the grounds that there is a nominal exercise price.
d. XP Power Limited Deferred Bonus Plan 2017 (the “XP DBP 2017”)
Established in 2017 and amended in 2020 in respect of awards for bonus years 2020 onwards. The only participants under the 
XP DBP 2017 are the Executive Directors, whose bonus award is equally split between cash and a nil-cost share option award 
over ordinary shares in the Company, which normally vests after two years from the date of the bonus statement, subject to 
continued employment or good leaver status. The maximum life of awards granted under the XP DBP 2017 is four years. On 
exercise of the award, ordinary shares in the Company will be issued to the participant. A cash amount equal to accumulated 
dividends from the grant date to the vesting date will be paid to the participant. 
212
XP Power Annual Report & Accounts for the year ended 31 December 2024
213
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments continued
Set out below are summaries of outstanding Deferred Bonus Shares granted under the plan: 
 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
12,259
–
19,044
–
Granted during the year
21,983
–
–
–
Forfeited during the year
–
–
(2,259)
–
Exercised during the year*
(5,888)
–
(4,256)
–
At 31 December
28,354
–
12,259
–
Exercisable at 31 December
6,371
–
4,428
–
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £11.50 (2023: £22.20). 
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
4 March 2021
26 February 2025
–
–
4,428
8 March 20221
28 February 2026
–
6,371
7,831
12 March 2024
6 March 2028
–
21,983
–
Total
28,354
12,259
1	 These awards are fully vested.
e. XP Power Limited Senior Managers Long-Term Incentive Plan 2017 (the “XP Senior 
Managers LTIP 2017”)
Established in 2017 and amended in 2020 in respect of awards made on or after that date. The participants under the XP 
Senior Managers LTIP 2017 are the senior management of companies under the Group. There are currently four different 
types of awards granted under the XP Senior Managers LTIP 2017: 
1.	 Performance Share Awards: granted in the form of share options over ordinary shares in the Company, priced at £0.01 
each, to eligible employees resident outside of the United States.
2.	 Performance Restricted Stock Units (“Performance RSUs”): a nil cost award granted to eligible employees resident in the 
United States. Each Performance RSU represents the right to receive one ordinary share in the Company. 
3.	 Restricted Share Awards: granted in the form of share options over ordinary shares in the Company, priced at £0.01 each, 
to eligible employees resident outside of the United States.
4.	 Restricted Stock Units (“RSUs”): a nil cost award, granted to eligible employees resident in the United States. Each RSU 
represents the right to receive one ordinary share in the Company.
Vesting of Performance Share Awards and Performance RSUs is subject to continued employment for three years from the 
grant date or good leaver status and the achievement of performance conditions based on specific targets and weightings. 
These currently include value creation, through total shareholder return, and financial performance, through earnings per 
share growth. Vesting normally occurs on the third anniversary from the grant date. 
Restricted Share Awards and RSUs normally vest three years from the grant date, subject to continued employment or good 
leaver status. There is no performance condition attached to these awards. 
The maximum life of outstanding awards granted under the XP LTIP 2017 is four years. On the exercise of share options or the 
settlement of Performance RSUs and RSUs following their vesting date, ordinary shares in the Company will be issued to the 
participant. A cash amount equal to accumulated dividends from the grant date to the vesting date for Performance RSUs and 
RSUs, or to the exercise date for Performance and Restricted Share Awards will be paid to the participant.
Performance Share Awards
Set out below are summaries of outstanding Performance Share Awards granted under the plan: 
 
2024
2023^
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
26,752
£0.01
54,887
£0.01
Forfeited during the year
(2,777)
£0.01
(14,863)
£0.01
Cancelled during the year
(831)
£0.01
–
–
Exercised during the year*
(5,042)
£0.01
(13,272)
£0.01
At 31 December
18,102
£0.01
26,752
£0.01
Exercisable at 31 December
–
–
5,042
£0.01
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £10.47 (2023: £21.78). 
^ The balances for 2023 exclude awards granted on 13 June 2023 and 14 September 2023 where these awards are disclosed under the XP Senior Managers LTIP 
2023 (Note 30(f)). This is different from the 2023 Annual Report where these grants are disclosed here.
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
16 March 2019
16 March 2024
£0.01
–
2,273
22 April 2020
22 April 2024
£0.01
–
2,769
8 March 2022
8 March 2026
£0.01
18,102
21,710
Total
18,102
26,752
Performance RSUs
Set out below are summaries of outstanding Performance RSUs granted under the plan: 
 
 
2024
2023^
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
11,903
–
35,877
–
Forfeited during the year
(1,546)
–
(13,568)
–
Exercised during the year*
–
–
(10,406)
–
At 31 December
10,357
–
11,903
–
Exercisable at 31 December
–
–
–
–
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £nil (2023: £21.19). 
^ The balances for 2023 exclude awards granted on 13 June 2023 and 14 September 2023 where these awards are disclosed under the XP Senior Managers LTIP 
2023 (Note 30(f)). This is different from the 2023 Annual Report where these grants are disclosed here.
214
XP Power Annual Report & Accounts for the year ended 31 December 2024
215
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments continued
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
8 March 2022
_
–
9,391
10,937
17 August 2022
_
–
966
966
Total
10,357
 11,903
Restricted Share Awards 
Set out below are summaries of outstanding Restricted Share Awards granted under the plan: 
 
2024
2023^
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
8,678
£0.01
9,461
£0.01
Forfeited during the year
(1,857)
£0.01
(581)
£0.01
Exercised during the year*
(2,675)
£0.01
(202)
£0.01
At 31 December
4,146
£0.01
8,678
£0.01
Exercisable at 31 December
–
–
1,376
£0.01
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £11.30 (2023: £22.75). 
^ The balances for 2023 exclude awards granted on 13 June 2023 and 14 September 2023 where these awards are disclosed under the XP Senior Managers LTIP 
2023 (Note 30(f)). This is different from the 2023 Annual Report where these grants are disclosed here.
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
22 April 2020 
22 April 2024
£0.01
–
1,376
3 March 2021
3 March 2025
£0.01
–
1,299
8 March 2022
8 March 2026
£0.01
4,146
4,701
12 September 2022
12 September 2026
£0.01
–
1,302
Total
4,146
8,678
RSUs 
Set out below are summaries of outstanding RSUs granted under the plan: 
 
 
2024
2023^
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
21,234
–
28,227
–
Forfeited during the year
(1,288)
–
(5,947)
–
Exercised during the year*
(1,744)
–
(1,046)
–
At 31 December
18,202
–
21,234
–
Exercisable at 31 December
–
–
–
–
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £11.20 (2023: £21.76). 
^ The balances for 2023 exclude awards granted on 13 June 2023 and 14 September 2023 where these awards are disclosed under the XP Senior Managers LTIP 
2023 (Note 30(f)). This is different from the 2023 Annual Report where these grants are disclosed here.
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
3 March 2021
–
–
–
433
8 March 2022
–
–
10,046
10,698
17 August 2022
–
–
483
483
26 August 2022
–
–
2,116
2,116
12 September 2022
–
–
1,041
1,041
21 November 2022
–
–
4,516
6,463
Total
18,202
21,234
f. XP Power Limited Senior Managers Long-Term Incentive Plan 2023 (the “XP Senior 
Managers LTIP 2023”)
Established in 2023, the participants under the XP Senior Managers LTIP 2023 are the senior management of companies 
under the Group. There are four different types of awards granted under the XP Senior Managers LTIP 2023: 
1.	 Performance Share Awards: granted in the form of share options over ordinary shares in the Company, priced at £0.01 
each, to eligible employees resident outside of the United States.
2.	 Performance Restricted Stock Units (“Performance RSUs“): a nil-cost award, granted to eligible employees resident in the 
United States. Each Performance RSU represents the right to receive one ordinary share in the Company. 
3.	 Restricted Share Awards: granted in the form of share options over ordinary shares in the Company, priced at £0.01 each, 
to eligible employees resident outside of the United States.
4.	 Restricted Stock Units (“RSUs”): a nil-cost award, granted to eligible employees resident in the United States. Each RSU 
represents the right to receive one ordinary share in the Company. 
Vesting of Performance Share Awards and Performance RSUs is subject to continued employment for three years from the 
grant date or good leaver status and the achievement of performance conditions based on specific targets and weightings. 
These currently include value creation, through total shareholder return, and financial performance, through earnings per 
share growth. Vesting normally occurs on the third anniversary from the grant date. 
216
XP Power Annual Report & Accounts for the year ended 31 December 2024
217
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments continued
The majority of the Restricted Share Awards and RSUs vest evenly in three tranches over a three-year period, subject to 
continued employment or good leaver status. There is no performance condition attached to these awards. 
The maximum life of awards granted under the XP LTIP 2023 is 10 years. On the exercise of share options or the settlement 
of Performance RSUs and RSUs following each vesting date, ordinary shares in the Company will be issued to the participant. 
A cash amount equal to accumulated dividends from the grant date to the vesting date for Performance RSUs and RSUs, or to 
the exercise date for Performance and Restricted Share Awards will be paid to the participant. 
Performance Share Awards
Set out below are summaries of outstanding Performance Share Awards granted under the plan: 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
52,907
£0.01
–
–
Granted during the year
101,273
£0.01
56,788
£0.01
Forfeited during the year
(20,837)
£0.01
(3,881)
£0.01
Cancelled during the year
(1,824)
£0.01
–
–
At 31 December
131,519
£0.01
52,907
£0.01
Exercisable at 31 December
–
–
–
–
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
13 June 2023
13 June 2033
£0.01
37,409
44,942
14 September 2023
14 September 2033
£0.01
5,689
7,965
21 March 2024
21 March 2034
£0.01
88,421
–
Total
131,519
52,907
Performance RSUs
Set out below are summaries of outstanding Performance RSUs granted under the plan: 
 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
24,544
–
–
–
Granted during the year
50,828
–
27,878
–
Forfeited during the year
(2,816)
–
(3,334)
–
At 31 December
72,556
–
24,544
–
Exercisable at 31 December
–
–
–
–
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
13 June 2023
–
–
22,429
23,341
14 September 2023
–
–
1,203
1,203
21 March 2024
–
–
48,924
–
Total
72,556
24,544
Restricted Share Awards 
Set out below are summaries of outstanding Restricted Share Awards granted under the plan: 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares 
under award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
23,185
£0.01
–
–
Granted during the year
45,108
£0.01
24,499
£0.01
Forfeited during the year
(8,360)
£0.01
(1,314)
£0.01
Cancelled during the year
(912)
£0.01
–
–
Exercised during the year*
(1,104)
£0.01
–
–
At 31 December
57,917
£0.01
23,185
£0.01
Exercisable at 31 December
5,315
£0.01
–
–
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £13.06 (2023: £nil). 
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
13 June 20231
13 June 2033
£0.01
14,201
17,496
14 September 20231
14 September 2033
£0.01
2,844
5,689
21 March 2024
21 March 2034
£0.01
37,326
–
12 November 2024
21 March 2034
£0.01
3,546
–
Total
57,917
23,185
1	 One-third of these awards are vested, one-third will vest in 2025, and the remaining awards will vest in 2026.
218
XP Power Annual Report & Accounts for the year ended 31 December 2024
219
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments continued
RSUs 
Set out below are summaries of outstanding RSUs granted under the plan: 
 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
26,273
–
–
–
Granted during the year
60,611
–
32,942
–
Forfeited during the year
(1,530)
–
(6,669)
–
Exercised during the year*
(8,757)
–
–
–
At 31 December
76,597
–
26,273
–
Exercisable at 31 December
–
–
–
–
* The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2024 was £15.72 (2023: £nil). 
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
13 June 20231
–
–
16,525
25,654
14 September 20231
–
–
413
619
21 March 2024
–
–
59,659
–
Total
76,597
26,273
1	 One-third of these awards are vested, one-third will vest in 2025, and the remaining awards will vest in 2026.
Fair value of awards 
The fair values at grant date of awards granted during the year under the XP Senior Managers LTIP 2023 are determined 
using Monte Carlo model and Black–Scholes model. Monte Carlo model is used for the portion of the award with the 
TSR performance condition and Black–Scholes model is used for the portion of the award with earnings per share growth 
performance condition. 
The model inputs are as follows: 
Performance 
Share Award
Performance RSU
Restricted Share Award
RSU
Options granted
101,273
50,828
45,108
60,611
Fair value at grant date
£6.76 to £9.60 
£6.76 to £9.60
£9.60 to £10.19 
£9.60 to £10.19
Model used 
Monte Carlo model and 
Black–Scholes model 
Monte Carlo model and 
Black–Scholes model
Black–Scholes model 
Black–Scholes model
Assumptions used:
Share price
£10.50 to £10.74
£10.50 to £10.74
£9.6
£9.6
Exercise price
£0.01
–
£0.01
–
Expected volatility1
67.10%
67.10%
67.10% to 100.30%
67.10% to 100.30%
Expected option life2
3 years
3 years
1 to 3 years
1 to 3 years
Expected dividend yield
3.00%
3.00%
3.00%
3.00%
Risk-free interest rate
3.99%
3.99%
3.99%
3.99%
1	 Volatility was estimated based on the historical volatility of the shares over the expected option life prior to grant date.
2	 Expected option life is estimated as being equal to the option life, on the grounds that there is a nominal exercise price.
g. XP Power Limited Senior Managers Phantom Incentive Plan 2024 (the “XP Senior 
Managers Phantom Plan 2024”)
Established in 2024, participants under the XP Senior Managers Phantom Plan 2024 are the senior management of companies 
under the Group. Awards are granted in the form of phantom options, priced at £0.01 each. There are currently two different 
types of awards granted under the XP Senior Managers Phantom Plan 2024: 
1.	 Phantom Performance Share Awards.
2.	 Phantom Restricted Share Awards.
Vesting of Phantom Performance Share Awards is subject to continued employment for three years from the grant date or 
good leaver status and the achievement of performance conditions based on specific targets and weightings. These currently 
include value creation, through total shareholder return, and financial performance, through earnings per share growth. 
Vesting normally occurs on the third anniversary from the grant date.
The majority of Phantom Restricted Share Awards vest evenly in three tranches over a three-year period subject to continued 
employment or good leaver status. There is no performance condition attached to these awards. 
The maximum life of phantom options granted under the XP Senior Managers Phantom Plan 2024 is 10 years. On the exercise 
of phantom options, a participant will be entitled to receive cash payment from the Company of an amount equal to the 
Market Value of an ordinary share in the Company on the exercise date, less the phantom option price. A cash amount equal 
to accumulated dividends from the grant date to the exercise date will be paid to the participant. 
220
XP Power Annual Report & Accounts for the year ended 31 December 2024
221
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
30. Share-based payments continued
Phantom Performance Share Awards
Set out below are summaries of outstanding Phantom Performance Share Awards granted under the plan: 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
–
–
–
–
Granted during the year
8,367
£0.01
–
–
At 31 December
8,367
£0.01
–
–
Exercisable at 31 December
–
£0.01
–
–
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
21 March 2024
21 March 2034
£0.01
5,712
–
6 August 2024
6 August 2034
 £0.01
2,655
–
Total
8,367
–
Phantom Restricted Share Awards 
Set out below are summaries of outstanding Phantom Restricted Share Awards granted under the plan: 
 
2024
2023
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
Outstanding 
shares under 
award
Weighted 
average 
exercise price 
per share 
under award
At 1 January 
–
–
–
–
Granted during the year
3,768
£0.01
–
–
At 31 December
3,768
£0.01
–
–
Exercisable at 31 December
304
£0.01
–
–
Awards outstanding at the end of the year have the following expiry dates and exercise prices:
Grant date
Expiry date 
Exercise price
Outstanding 
shares under 
award 
31 December 
2024
Outstanding 
shares under 
award 
31 December 
2023
21 March 2024
21 March 2034
£0.01
2,856
–
6 August 20241
6 August 2034
£0.01
912
–
Total
3,768
–
1	 One-third of these awards are vested, one-third will vest in 2025, and the remaining awards will vest in 2026.
Fair value of awards 
The fair values at grant date and measurement date of the Phantom share awards granted during the year is determined 
using the Monte Carlo model and Black Scholes model. Monte Carlo model is used for the portion of the award with the 
TSR performance condition and Black–Scholes model is used for the portion of the award with earnings per share growth 
performance condition. The model inputs are as follows: 
At grant date 
21 March 2024 
At measurement date 
31 December 2024
Phantom Performance 
Share Award
Phantom Restricted 
Share Award
Phantom Performance 
Share Award
Phantom Restricted 
Share Award
Options granted
8,367
3,768
8,367
3,768
Fair value 
£6.76 to £9.60 
£9.60 to £10.19 
£8.92 to £12.21
£12.21 to £12.96
Assumptions used:
Share price
£10.50
£10.50
£13.06
£13.06
Exercise price
£0.01
£0.01
£0.01
£0.01
Expected volatility1
67.08%
67.08% to 100.30%
78.61%
50.7% to 78.6%
Expected option life2
3 years
1 to 3 years
2.3 years
0.3 to 2.3 years
Expected dividend yield
3.00%
3.00%
3.00%
3.00%
Risk-free interest rate
3.99%
3.99%
4.56%
4.56%
1	 Volatility was estimated based on the historical volatility of the shares over expected option life prior to grant date.
2	 Expected option life is estimated as being equal to the option life, on the grounds that there is a nominal exercise price.
h. Expenses arising from share-based payment transactions	
Total expenses arising from share-based payment transactions recognised during the period as part of employee 
compensation were as follows:
31 December 
2024
31 December 
2023
Share awards issued under the XP LTIP 2017
0.1
0.2
Share awards issued under the XP RSP 2020
0.1
–
Share awards issued under the XP DBP 2017
0.1
0.1
Share awards issued under the XP Senior Managers LTIP 2017
0.3
0.3
Share awards issued under the XP Senior Managers LTIP 2023
1.0
0.5
Share awards issued under Phantom Share Plan 2024
–
–
Total
1.6
1.1
222
XP Power Annual Report & Accounts for the year ended 31 December 2024
223
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
31. Financial risk management
The Group’s activities expose it to capital risk, market risk (including currency risk and interest rate risk), credit risk and 
liquidity risk. The Group seeks to minimise adverse effects from the unpredictability of financial markets on the Group’s 
financial performance. 
a. Capital risk
The Group manages its capital to ensure that the entities in the Group will be able to continue as a going concern while 
maximising the return to shareholders through the optimisation of the debt and equity.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 23, cash and equity 
attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in 
Note 27.
The Board reviews the capital structure of the business and considers the cost of capital and risks associated with each class 
of capital. The Group aims to balance its overall capital structure through the payment of dividends, new share issues and 
share buyback as well as the issue of new debt or the redemption of existing debt.
b. Currency risk
The Group operates in North America, Europe and Asia. Entities in the Group regularly transact in currencies other than their 
respective functional currencies (“foreign currencies”). The Group monitors and manages the currency risk through review 
of internal reports analysing major currency exposures. Where possible, the Group seeks to offset exposures by matching 
monetary asset and liability exposures in like currencies against each other, often using its bank facilities to square off or 
reduce exposures. The Group also manages some currency exposure by entering into currency forwards with banks. 
The Group’s currency exposure is as follows:
£m
GBP
EUR
USD
SGD
Others
Total
At 31 December 2024
 
 
 
 
 
 
Financial assets
 
 
 
 
 
 
Cash and cash equivalents 
1.2
2.0
11.1
0.3
0.8
15.4
Trade receivables
1.6
3.3
25.1
–
0.2
30.2
Bond receivables 
–
–
39.2
–
–
39.2
Other current assets
0.1
0.4
0.3
–
0.1
0.9
ESOP loan to employees
0.1
–
–
–
–
0.1
Subtotal
3.0
5.7
75.7
0.3
1.1
85.8
Financial liabilities
Borrowings
–
–
(108.9)
–
–
(108.9)
Trade and other payables
(3.4)
(1.5)
(27.5)
(0.7)
(4.3)
(37.4)
Lease liabilities
(0.5)
(12.0)
(38.3)
(3.2)
(0.3)
(54.3)
Provisions
(0.3)
(0.3)
(53.3)
(0.1)
(1.3)
(55.3)
Accrued consideration
(0.7)
–
–
–
(0.8)
(1.5)
Subtotal
(4.9)
(13.8)
(228.0)
(4.0)
(6.7)
(257.4)
Net financial liabilities 
(1.9)
(8.1)
(152.3)
(3.7)
(5.6)
(171.6)
Currency profile 
(1.9)
(8.1)
(152.3)
(3.7)
(5.6)
(171.6)
Financial liabilities denominated in 
the respective entities’ functional 
currencies
1.4
8.3
155.2
–
3.1
168.0
Currency exposure of financial 
(liabilities)/ assets
(0.5)
0.2
2.9
(3.7)
(2.5)
(3.6)
£m
GBP
EUR
USD
SGD
Others
Total
At 31 December 2023
 
 
 
 
 
 
Financial assets
 
 
 
 
 
 
Cash and cash equivalents 
2.1
1.7
8.2
0.3
1.1
13.4
Trade receivables
2.0
4.3
36.6
–
0.2
43.1
Bond receivables 
–
–
36.7
–
–
36.7
Other current assets
–
0.3
3.7
–
0.2
4.2
Subtotal
4.1
6.3
85.2
0.3
1.5
97.4
Financial liabilities
Borrowings
–
–
(126.1)
–
–
(126.1)
Trade and other payables
(2.5)
(2.1)
(35.1)
–
(3.7)
(43.4)
Lease liabilities
(0.4)
(13.3)
(37.3)
(3.6)
(0.1)
(54.7)
Provisions
–
(0.2)
(44.5)
(0.1)
(1.1)
(45.9)
Accrued consideration
(0.9)
–
–
–
(0.8)
(1.7)
Subtotal
(3.8)
(15.6)
(243.0)
(3.7)
(5.7)
(271.8)
Net financial assets/(liabilities)
0.3
(9.3)
(157.8)
(3.4)
(4.2)
(174.4)
Currency profile 
0.3
(9.3)
(157.8)
(3.4)
(4.2)
(174.4)
Financial (assets)/liabilities 
denominated in the respective entities’ 
functional currencies
(0.5)
9.8
162.6
–
2.9
174.8
Currency exposure of financial 
(liabilities)/assets
(0.2)
0.5
4.8
(3.4)
(1.3)
0.4
Within the Group, the Company, with USD as its functional currency, has significant currency exposure to financial assets 
and liabilities denominated in GBP and SGD. If the GBP and SGD change against USD by 2.8% and 0.5% respectively (2023: 
GBP0.5%, SGD 2.7%) with all other variables, including tax rates, being held constant, the effects arising from the net financial 
asset/(liability) that are exposed to currency risk will be as follows:
2024 
Profit after 
tax
2023 
Profit after 
tax
GBP against USD
– Strengthened
2.1
–
– Weakened
(2.1)
–
SGD against USD
– Strengthened
–
0.1
– Weakened
–
(0.1)
Subsidiaries with other functional currencies are not exposed to significant foreign exchange risks.
The impact of the currency risk on other comprehensive income is not significant.
Exchange rates applied in these financial statements are the average for the twelve-month period for Income Statement 
items (including £1/USD1.2786, £1/€1.1789, £1/SGD1.7081) and are the closing rate for Balance Sheet items (including £1/
USD1.2530, £1/€1.2077, £1/SGD1.7089 at 31 December 2024).
224
XP Power Annual Report & Accounts for the year ended 31 December 2024
225
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
31. Financial risk management continued
c. Interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in 
market interest rates. As the Group has no significant interest-bearing assets, the Group’s income is substantially independent 
of changes in the market interest rates.
All of the Group’s borrowings are at variable interest rates and are denominated in US dollar. The SOFR rate as of 
31 December 2024 was 4.5%. In January 2024, the Group purchased an interest rate cap such that the interest payable on 
£100m of the Group’s borrowing is capped at 5.5%, effective 2 April 2024 to 30 September 2025.
All of the Group’s borrowings are at variable interest rates and are denominated in USD. If the USD interest rates on the year 
end borrowings increased/decreased by 1.1% (2023: 1.0%) with all other variables, including tax rates, being held constant, 
the profit after tax for the year will be lower/higher by £0.5m (2023: £1.1m) as a result of higher/lower interest expense on 
these borrowings.
d. Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the 
Group. For trade receivables the Group adopts a policy of only dealing with customers of appropriate credit history or rating. 
For other financial assets, the Group adopts the policy of only dealing with high credit quality counterparties.
The Group uses a provision matrix to measure the lifetime expected credit loss allowance for trade receivables. In measuring 
the expected credit loss, trade receivables are grouped based on shared credit risk characteristics and days past due.
In calculating the expected credit loss rates, the Group considers historical loss rates for each category of customers and 
adjusts to reflect current and forward macroeconomic factors affecting the ability of the customers to settle the receivables. 
The Group has identified gross domestic product (GDP) and the public policy of the countries in which it sells goods as the 
most relevant factors.
Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a 
repayment plan with the Group. The Group generally considers a financial asset as in default if the counterparty fails to make 
contractual payments within 90 days of when they fall due and writes off the financial asset when a debtor is in significant 
financial difficulties and has defaulted on payment that is usually greater than 120 days past due. Where receivables are 
written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where 
recoveries are made, these are recognised in profit or loss.
Debtors separately identified as credit-impaired
£m
2024
2023
Gross carrying amount
–
0.1
Less: loss allowance
–
(0.1)
Carrying amount net of allowance 
–
–
The Group’s credit risk exposure in relation to trade receivables under IFRS 9 is set out in the provision matrix as follows:
£m
Past due
Current
1–30 days
31–60 days
61–90 days
91–120 days
>120 days
Total
At 31 December 2024
North America region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
15.2%
Trade receivables
16.3
2.3
0.6
–
–
–
19.2
Loss allowance
–
–
–
–
–
–
–
Europe region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
0.0%
Trade receivables
6.4
1.2
0.3
–
–
0.1
8.0
Loss allowance
–
–
–
–
–
–
–
Asia region
Expected loss rate
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Trade receivables
2.3
0.7
–
–
–
–
3.0
Loss allowance
–
–
–
–
–
–
–
£m
Past due
Current
1–30 days
31–60 days
61–90 days
91–120 days
>120 days
Total
At 31 December 2023
North America region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
2.2%
Trade receivables
18.7
6.9
0.8
–
–
0.2
26.6
Loss allowance
–
–
–
–
–
–
–
Europe region
Expected loss rate
0.0%
0.1%
0.2%
0.2%
0.3%
3.7%
Trade receivables
8.0
2.0
0.1
0.1
–
0.1
10.3
Loss allowance
–
–
–
–
–
–
–
Asia region
Expected loss rate
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Trade receivables
4.9
1.0
0.4
–
–
–
6.3
Loss allowance
–
–
–
–
–
–
–
The movement in the allowance for impairment of trade receivables is as follows:	
£m
2024
 2023
Beginning of financial year
(0.1)
–
Loss allowance(a) recognised in profit or loss during the year on assets acquired/originated
–
(0.1)
Receivables written off as uncollectible
0.1
–
End of the financial year
–
(0.1)
(a)	 Loss allowance measured at lifetime expected credit loss.
226
XP Power Annual Report & Accounts for the year ended 31 December 2024
227
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
31. Financial risk management continued
e. Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash, the availability of funding through an adequate 
amount of committed credit facilities (Note 23) and the ability to close out market positions at a short notice. The Group 
manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously 
monitoring forecast and actual cash flows. All significant subsidiaries prepare weekly cash forecasts on a 20-weeks outlook 
basis and review them on a weekly basis with management.
At the balance sheet date, assets held by the Group and the Company for managing liquidity risk included cash and short-term 
deposits and are disclosed in Note 17.
The Group’s debt is sourced from a Revolving Credit Facility (“RCF”) provided by HSBC UK Bank PLC, J.P. Morgan Securities 
PLC, DBS Bank Ltd, Banco de Sabadell S.A., Commerzbank Aktiengesellschaft and Bank of China Limited. In February 2025, 
the facility was reduced to USD $190m concurrent with renegotiation of covenants referred to below. The RCF facility is 
committed until December 2026. The facility has no fixed repayment until maturity. The revolving loan is priced based on the 
Secured Overnight Financing Rate (SOFR) administered by the Federal Reserve Bank of New York plus a margin. The current 
margins for the utilisation facility range from 1.5–3.25%, depending on the Net Debt : Adjusted EBITDA ratio for the previous 
quarter and a margin of 40% of the utilisation facility margin for the unutilised facility. 
The main features of the RCF are as follows: 
•	 The interest rate on the amounts drawn under the facility is determined as SOFR plus margin depending on Leverage ratio.
•	 Financial covenants of the facility, as discussed below.
•	 Facility of USD $190m.
Financial covenants within the RCF agreement are as follows:
•	 Leverage ratio (Net Debt : Adjusted EBITDA) as follows:
Leverage ratio
Not more than 
Q1 2025
3.10
Q2 2025
3.35
Q3 2025
3.60
Q4 2025
3.75
Q1 2026
3.55
Q2 2026
3.25
Q3 2026
3.00
Q4 2026
3.00
•	 Interest cover (Adjusted EBITDA : Adjusted Net Finance Expense) as follows:
Interest Cover
Not less than 
Q1 2025
2.75
Q2 2025
2.50
Q3 2025
2.75
Q4 2025
2.35
Q1 2026
2.45
Q2 2026
2.55
Q3 2026
2.70
Q4 2026
2.75
For covenant testing purposes, the Group’s definition of Adjusted EBITDA and Adjusted Net Finance Expenses includes 
certain Adjustments, as detailed in Note 5. Adjusted EBITDA, for covenant test purposes, is based on the previous 12-month 
period, measured on the last day of each financial quarter of the Group. Throughout the year and at 31 December 2024 both 
of these covenants were met.
An additional covenant has been added to the borrowing facilities to ensure that the aggregate of the Group’s consolidated 
cash and cash equivalents and undrawn committed facility is not less than £25m at each month-end.
The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the 
remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are 
the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of 
discounting is not significant.
£m
Less than 
1 year
Between 
1 and 2 years
Between 
2 and 5 years
Over 
5 years
Total
Group
At 31 December 2024
Trade and other payables
37.2
1.0
1.0
–
37.4
Lease liabilities
5.0
5.9
13.9
79.6
104.4
Accrued consideration
0.8
–
0.7
–
1.5
Borrowings, including interest 
8.4
116.5
-
–
124.9
Total
51.4
122.5
14.7
79.6
268.2
At 31 December 2023
Trade and other payables
43.4
–
–
–
43.4
Lease liabilities
4.7
5.8
13.8
83.0
107.3
Accrued consideration
–
1.7
–
–
1.7
Borrowings, including interest 
11.9
11.0
136.6
–
159.5
Total
60.0
18.5
150.4
83.0
311.9
The Group manages the liquidity risk by maintaining sufficient cash and bank facilities to enable it to meet its normal 
operating commitments.
f. Financial instruments by category
The carrying amount of the different categories of financial instruments are as follows:
£m
2024
 2023
Financial assets, at FVPL
–
–
Financial liabilities, at FVPL
(1.5)
(1.7)
Financial assets, at amortised cost
85.8
97.4
Financial liabilities, at amortised cost
(255.9)
(270.1)
g. Offsetting financial assets and financial liabilities
The Group has no financial instruments subject to enforceable master netting arrangements. 
32. Events occurring after balance sheet date
In January 2025, the judge in the Comet legal case awarded Comet $1.3m in pre-judgment interest and legal fees of $17.4m. This 
was an adjusting post-balance sheet event as it provided further information about the total cost of the judgement against the 
Group. We have further provided for legal costs by £7.0m as at 31 December 2024 as a result of these developments.
On 4th March 2025 we announced the placement of new shares on a non-pre-emptive basis, to rank pari-passu with existing 
shares. The placing would be made available to both retail and institutional investors and was expected to raise c.£40m. This was 
a non-adjusting post balance sheet event.
33. Information
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of XP Power 
Limited on 4 March 2024.
228
XP Power Annual Report & Accounts for the year ended 31 December 2024
229
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE CONSOLIDATED FINANCIAL  
STATEMENTS CONTINUED
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
£’000
Note
2024
2023
Restated
(Note 35)
ASSETS
 
 
Current assets
 
 
Cash and bank balances
38
7,127
3,264
Trade and other receivables
39
91,049
76,378
Other current assets
40
1,527
849
Derivative financial instruments
41
2
–
Inventories
42
9,330
16,188
Total current assets
 
109,035
96,679
Non-current assets
 
Investment in subsidiaries
37
47,375
46,630
Property, plant and equipment
43
2,197
2,308
Right-of-use assets
44
2,938
3,235
Intangible assets
45
33,187
33,167
Long-term receivable
48
7,183
7,070
Total non-current assets
 
92,880
92,410
Total assets
 
201,915
189,089
LIABILITIES
 
Current liabilities
 
Trade and other payables
47
53,035
43,094
Current income tax liabilities
49
324
3,472
Lease liabilities
370
341
Total current liabilities
 
53,729
46,907
Non-current liabilities
 
Deferred income tax liabilities
46
6,172
5,760
Provisions
306
295
Lease liabilities
2,846
3,220
Total non-current liabilities
 
9,324
9,275
Total liabilities
 
63,053
56,182
NET ASSETS
 
138,862
132,907
EQUITY
 
Share capital
50
73,778
73,778
Share-based payments reserve
50
346
512
Translation reserve
50
20,417
17,931
Other reserve
1,194
899
Retained earnings
50
43,127
39,787
TOTAL EQUITY
 
138,862
132,907
34. General information
XP Power Limited (the “Company”) is listed on the London Stock Exchange and incorporated and domiciled in Singapore. The address 
of its registered office is 19 Tai Seng Avenue, #07-01, Singapore 534054.
The nature of the Company’s operations and its principal activities are providing power supply solutions and acting as an investment 
holding company.
35. Basis of preparation
The Company applies the same principal accounting policies as the Group as set out in Note 2 under the Group Consolidated 
Financial Statements, except for the following which are only applicable to the Company: 
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries are stated at cost less accumulated impairment losses in the balance sheet. On disposal of investments 
in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investments are recognised in profit 
or loss.
Financial guarantees
The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees are financial 
guarantees as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments when 
due in accordance with the terms of their borrowings. 
Financial guarantee contracts are initially measured at fair values plus transaction costs and subsequently measured at the higher of:
(a)	 premium received on initial recognition less the cumulative amount of income recognised in accordance with the principles of 
IFRS 15; and
(b)	 the amount of expected loss computed using the impairment methodology under IFRS 9.
a. Changes in accounting policy and disclosures
i New and amended standards adopted by the Group
On 1 January 2024, the Company adopted the new or amended IFRS, Interpretations issued by the IFRS Interpretations Committee 
of the IASB (“IFRIC”) and Interpretations of SFRS(I) (“INT SFRIS(I)”) (collectively referred to as “Standards and Interpretations”) that 
are mandatory for application for the financial year. Changes to the Company’s accounting policies have been made as required, in 
accordance with the transitional provisions in the respective Standards and Interpretations. 
The adoption of these new or amended Standards and Interpretations did not result in substantial changes to the Company’s 
accounting policies and had no material effect on the amounts reported for the current or previous financial years. 
ii New Standards and Interpretations issued not yet adopted
Certain new accounting Standards and Interpretations have been published that are not mandatory for 31 December 2024 
reporting periods and have not been early adopted by the Company. These are not expected to have a material impact on the 
Company in the current or future reporting periods and on foreseeable future transactions. 
36. Restatement
During the year ended 31 December 2023 a direct wholly owned subsidiary of the Company declared an interim dividend of 
£13.35m. Under the laws of the jurisdiction in which this subsidiary is domiciled, an interim dividend can be cancelled at the 
discretion of the entity declaring the dividend and therefore it did not meet the criteria for recognition as income or as receivable by 
the Company. The accounting applied in the 2023 financial statements of the company was therefore incorrect and the comparative 
figures in these financial statements have been restated accordingly. There was no impact on the opening retained earnings for the 
comparative period from this restatement. 
The effects of this restatement are as follows:
£’000
2023 as 
previously 
reported
 Decrease
 2023
(Restated)
ASSET
 
 
Trade and other receivables  
89,728
(13,350)
76,378
EQUITY
Retaining earnings
53,137
(13,350)
39,787
230
XP Power Annual Report & Accounts for the year ended 31 December 2024
231
XP Power Annual Report & Accounts for the year ended 31 December 2024
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
NOTES TO THE COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
37. Investment in subsidiaries
£’000
2024
 2023
Cost at carrying value
 
 
At 1 January 
46,630
49,258
Currency translation differences
745
(2,628)
At 31 December 
47,375
46,630
Name of Subsidiary
Places of 
business / 
country of 
incorporation
Ownership 
interest 
2024
%
Ownership 
interest 
2023
%
XP Power Plc
UK
100
100
XP Power Singapore Holdings Pte Limited
Singapore
100
100
38. Cash and bank balances
£’000
2024
 2023
Cash at bank
7,127
3,264
Total 
7,127
3,264
The Company’s cash at bank is denominated in the following currencies:
 
 
GBP
£’000
USD
£’000
EUR
£’000
SGD
£’000
JPY
£’000
TOTAL
£’000
At 31 December 2024
85
6,383
401
256
2
7,127
At 31 December 2023
381
1,784
838
258
3
3,264
39. Trade and other receivables
£’000
2024
 2023
Restated
(Note 35)
Trade receivables
2,856
6,295
Trade receivables from subsidiaries
12,124
6,135
Other receivables from subsidiaries
16,047
9,117
Loan receivables from a subsidiary 
60,022
54,831
Total 
91,049
76,378
The average credit period taken on sales of goods to third party is 35 days (2023: 50 days). No interest is charged on the 
outstanding receivables balance.
The carrying amount of trade and other receivables approximates their fair value.
Loan receivables from a subsidiary are unsecured and bear interest at SOFR plus 2.2% per annum.
Trade and other receivables from subsidiaries are interest free.
40. Other current assets
£’000
2024
 2023
Prepayments
351
360
Deposit
9
18
VAT receivables
1,167
437
Other receivables
–
34
Total 
1,527
849
41. Derivative financial instruments
Interest Rate Cap
Derivative financial instruments comprise interest rate cap used to manage the exposure to potential increases in interest 
rates. Hedge accounting has not been applied to this contract:
The fair value of this interest rate cap is as follows:
£’000
2024
2023
Assets
Liabilities
Assets
Liabilities
Interest rate cap
2
–
–
–
42. Inventories
£’000
2024
 2023
Finished goods
9,330
16,188
232
XP Power Annual Report & Accounts for the year ended 31 December 2024
233
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE COMPANY BALANCE SHEET CONTINUED
AS AT 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
43. Property, plant and equipment
 
£’000
Freehold 
land
Building
Plant and 
equipment
Motor 
vehicles
Building 
improvements
Assets under 
construction
Total
Cost
At 1 January 2023
242
1,941
2,400
46
992
–
5,621
Additions
–
–
67
–
–
5
72
Disposals
–
–
(44)
–
–
–
(44)
Transfer
–
–
–
–
5
(5)
–
Currency translation 
differences
(13)
(104)
(129)
(3)
(52)
–
(301)
At 31 December 2023
229
1,837
2,294
43
945
–
5,348
Additions
–
–
143
–
–
10
153
Disposals
–
–
(8)
–
–
–
(8)
Currency translation 
differences
4
28
40
1
15
–
88
At 31 December 2024
233
1,865
2,469
44
960
10
5,581
Accumulated 
depreciation
At 1 January 2023
–
823
1,735
46
327
–
2,931
Depreciation charge
–
57
189
–
71
–
317
Disposal
–
–
(44)
–
–
–
(44)
Currency translation 
differences
–
(45)
(97)
(3)
(19)
–
(164)
At 31 December 2023
–
835
1,783
43
379
–
3,040
Depreciation charge
–
55
171
–
70
–
296
Disposal
–
–
(6)
–
–
–
(6)
Currency translation 
differences
–
13
33
1
7
–
54
At 31 December 2024
–
903
1,981
44
456
–
3,384
Net book value
At 31 December 2024
233
962
488
–
504
10
2,197
At 31 December 2023
229
1,002
511
–
566
–
2,308
44. Right-of-use assets
£’000
Leasehold 
land and 
buildings
At 1 January 2023
3,832
Depreciation charge 
(402)
Currency translation differences
(195)
At 31 December 2023
3,235
Depreciation charge 
(393)
Addition 
50
Currency translation differences
46
At 31 December 2024
2,938
45. Intangible assets	
£’000
Product 
development 
costs
Trademarks
Intangible 
software
Assets under 
development
Total
Cost
At 1 January 2023
19,486
95
20,256
15,750
55,587
Additions
83
–
(84)
6,068
6,067
Disposal
–
–
(158)
–
(158)
Transfer
7,399
–
1,903
(9,302)
–
Currency translation differences
(1,205)
(5)
(1,126)
(765)
(3,101)
At 31 December 2023
25,763
90
20,791
11,751
58,395
Additions
–
–
7
4,269
4,276
Transfer
6,641
–
17
(6,658)
–
Reclassification
–
–
–
(933)
(933)
Currency translation differences
519
1
332
144
996
At 31 December 2024
32,923
91
21,147
8,573
62,734
Accumulated amortisation and impairment losses 
At 1 January 2023
15,949
–
3,278
93
19,320
Amortisation charge
3,061
–
2,077
–
5,138
Impairment charge
–
–
–
1,935
1,935
Currency translation differences
(906)
–
(223)
(36)
(1,165)
At 31 December 2023
18,104
–
5,132
1,992
25,228
Amortisation charge
2,488
_
2,093
_
4,581
Impairment charge
_
_
_
185
185
Reclassification
(933)
_
_
_
(933)
Currency translation differences
327
_
124
35
486
At 31 December 2024
19,986
_
7,349
2,212
29,547
Net book value 
At 31 December 2024
12,937
91
13,798
6,361
33,187
At 31 December 2023
7,659
90
15,659
9,759
33,167
The Company’s trademarks used to identify and distinguish the Company’s name and logo have a carrying amount of £91,000 
(2023: £90,000). The Company intends to renew the trademarks continuously and evidence supports its ability to do so, based 
on its past experience. An analysis of market and competitive trends provides evidence that the trademarks will generate net 
cash inflows for the Company for an indefinite period. Therefore, the trademarks are carried at cost without amortisation, but 
are tested for impairment on an annual basis. 
234
XP Power Annual Report & Accounts for the year ended 31 December 2024
235
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE COMPANY BALANCE SHEET CONTINUED
AS AT 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
46. Deferred income tax liabilities
The movement in deferred income tax liabilities during the financial year is as follow:
£’000
Accelerated tax 
depreciation
Intangible assets 
amortisation
Others
Total
At 1 January 2023
(223)
(5,740)
(122)
(6,085)
(Charged)/credited to profit or loss
(17)
38
(17)
4
Currency translation differences
12
306
3
321
At 31 December 2023
(228)
(5,396)
(136)
(5,760)
Credited/(charged) to profit or loss
15
(120)
(200)
(305)
Currency translation differences
(3)
(104)
–
(107)
At 31 December 2024
(216)
(5,620)
(336)
(6,172)
47. Trade and other payables
£’000
2024
 2023
Trade payables 
2,246
1,534
VAT payables
1,029
622
Withholding tax
34
41
Accruals for operating expenses
3,933
5,454
Contract liabilities 
773
944
Amount payable to subsidiaries
45,020
34,499
Total 
53,035
43,094
Amount payable to subsidiaries includes advances from subsidiaries amounting to £7,090,000 (2023: £7,096,000), which 
pertain to cash pooling arrangements and are unsecured, repayable on demand and bear interest ranging from 1.5% to 3.0% 
per annum.
The Company borrows from subsidiaries at an interest rate of 1.5%–2.3% above SONIA or 2.3% above ESTR. The borrowing is 
repayable on demand. The outstanding amount as at year end is £5,796,000 (2023: £4,512,000).
48. Long-term receivable
£’000
2024
 2023
Loans to subsidiaries
7,183
7,070
Total 
7,183
7,070
Loans to subsidiaries are unsecured and denominated in the USD. The loans are repayable on demand and bear interest at 
SOFR plus 2.2% per annum.
49. Current income tax liabilities
Movement in current income tax liabilities: 
£’000
2024
 2023
At 1 January
3,472
3,217
Currency translation differences
82
(284)
Income tax paid (net of refund)
(3,520)
(2,724)
Tax expense
290
3,585
Over-provision in prior financial year
–
(322)
At 31 December
324
3,472
50. Share capital and reserves
a. Share capital
 
No of 
ordinary 
shares
Amount
£’000
2024
Beginning of financial year 
23,689,254
73,778
End of financial year 
23,689,254
73,778
2023
Beginning of financial year 
19,742,296
29,775
Shares issued
3,946,958
44,003
End of financial year 
23,689,254
73,778
All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one 
vote per share and carry a right to dividends as and when declared by the Company.
b. Share-based payments reserve
Share-based payments reserve represents the equity-settled share-based payments granted to employees. The reserve is 
made up of the cumulative value of services received from employees recorded over the vesting period commencing from the 
grant date of equity-settled share-based payments and is reduced by the expiry or exercise of share-based payments.
£’000
2024
 2023
Balance at 1 January
512
1,377
Share-based payment expenses 
120
96
Share options exercised
(294)
(899)
Currency translation differences
8
(62)
Balance at 31 December
346
512
c. Translation reserve
Translation reserve represents exchange differences arising from the translation of financial statements of foreign transactions 
and balances whose functional currencies are different from that of the Company’s presentation currency.
£’000
2024
 2023
Balance at 1 January
17,931
25,358
Currency translation differences
2,486
(7,427)
Balance at 31 December
20,417
17,931
d. Retained earnings
The movement in retained earnings during the financial year is as follows:
£’000
2024
 2023
Restated
(Note 34)
Balance at 1 January
39,787
36,936
Dividends paid
(54)
(14,812)
Profit for the year
3,394
17,663
Balance at 31 December 
43,127
39,787
236
XP Power Annual Report & Accounts for the year ended 31 December 2024
237
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE COMPANY BALANCE SHEET CONTINUED
AS AT 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
51. Financial risk management
The Company’s activities expose it to capital risk, market risk (including currency risk and interest rate risk), credit risk and 
liquidity risk. The Company seeks to minimise adverse effects from the unpredictability of financial markets on the Company’s 
financial performance. 
a. Capital risk
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to 
shareholders through the optimisation of the debt and equity balance.
The capital structure of the Company consists of debt, cash and equity attributable to equity holders of the parent, comprising 
issued capital, reserves and retained earnings as disclosed in Note 49.
b. Currency risk
The Company transacts in North America, Europe and Asia. The Company monitors and manages the currency risks through 
internal reports analysing major currency exposures. Where possible the Company seeks to offset exposures by matching 
monetary asset and liability exposures in like currencies against each other often using its bank facilities to square off or 
reduce exposures. The Company manages some currency exposure by entering into currency forwards with banks. 
The Company’s currency exposure is as follows:
At 31 December 2024 
£’000
GBP
EUR
USD
SGD
MYR
Others
Total
Financial assets
 
 
 
 
 
Cash and cash equivalents 
85
401
6,383
256
–
2
7,127
Trade and other receivables
332
1,420
85,035
101
3,841
320
91,049
Other current assets
–
–
–
–
9
–
9
Long-term receivables
–
–
7,183
–
–
–
7,183
Subtotal
417
1,821
98,601
357
3,850
322
105,368
Financial liabilities
Trade and other payables
(23,238)
(6,171)
(19,940)
(1,669)
(109)
(72)
(51,199)
Lease liabilities
–
–
–
(3,216)
–
–
(3,216)
Provisions
–
–
(202)
(104)
–
–
(306)
Subtotal
(23,238)
(6,171)
(20,142)
(4,989)
(109)
(72)
(54,721)
Net financial (liabilities)/assets
(22,821)
(4,350)
78,459
(4,632)
3,741
250
50,647
Currency profile excluding  
non-financial assets and liabilities 
(22,821)
(4,350)
78,459
(4,632)
3,741
250
50,647
Less: Financial assets denominated 
in the entity’s functional currency
–
–
78,459
–
–
–
78,459
Currency exposure of financial 
assets/(liabilities)
(22,821)
(4,350)
–
(4,632)
3,741
250
(27,812)
At 31 December 2023
£’000
Restated)
(Note 35)
GBP
EUR
USD
SGD
MYR
Others
Total
Financial assets
 
 
 
 
 
Cash and cash equivalents 
381
838
1,785
258
–
2
3,264
Trade and other receivables
15
1,095
71,412
94
3,686
76
76,378
Other current assets
–
–
37
7
8
–
52
Long-term receivables
–
–
7,070
–
–
–
7,070
Subtotal
396
1,933
80,304
359
3,694
78
86,764
Financial liabilities
Trade and other payables
(17,707)
(4,703)
(18,336)
(632)
(17)
(92)
(41,487)
Lease liabilities
–
–
-
(3,561)
–
–
(3,561)
Provisions
–
–
(198)
(97)
–
–
(295)
Subtotal
(17,707)
(4,703)
(18,534)
(4,290)
(17)
(92)
(45,343)
Net financial (liabilities)/assets
(17,311)
(2,770)
61,770
(3,931)
3,677
(14)
41,421
Currency profile excluding  
non-financial assets and liabilities 
(17,311)
(2,770)
61,770
(3,931)
3,677
(14)
41,421
Less: Financial assets denominated 
in the entity’s functional currency
–
–
61,770
–
–
–
61,770
Currency exposure of financial 
(liabilities)/assets
(17,311)
(2,770)
–
(3,931)
3,677
(14)
(20,349)
If the SGD and MYR change against USD by 0.5% and 1.2% respectively (2023: SGD 2.70% and 3.50%) with all other 
variables, including tax rates, being held constant, the effects arising from the net financial asset/(liability) that are exposed to 
currency risk will be as follows: 
2024 
Profit after 
tax
2023 
Profit after 
tax
SGD against USD
– Strengthened
(20)
(94)
– Weakened
20
94
MYR against USD
– Strengthened
38
117
– Weakened
(38)
(117)
The impact of the currency risk on other comprehensive income is not significant.
c. Interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes 
in market interest rates. As the Company has no significant interest-bearing assets, the Company’s income is substantially 
independent of changes in the market interest rates.
All of the Group’s borrowings are at variable interest rates and are denominated in US dollar. The SOFR rate as of 
31 December 2024 was 4.5%. In January 2024, the Group purchased an interest rate cap such that the interest payable on 
£100m of the Group’s borrowing is capped at 5.5%, effective 2 April 2024 to 30 September 2025.
The Company borrows from subsidiaries at an interest rate of 2.2% above SONIA for one loan and 2.2% above ESTR for 
another loan. If the average interest rates on these borrowings increased/decreased by 0.65% (2023: 0.87%) with all other 
variables, including tax rates, being held constant, the profit after tax will be lower/higher by £51,015 (2023: £442,232 ) as a 
result of higher/lower interest expense on these borrowings.
238
XP Power Annual Report & Accounts for the year ended 31 December 2024
239
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE COMPANY BALANCE SHEET CONTINUED
AS AT 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
51. Financial risk management continued
d. Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the 
Company. For trade receivables the Company adopts a policy of only dealing with customers of appropriate credit history or 
rating. For other financial assets, the Company adopts the policy of only dealing with high credit quality counterparties.
The Company is not exposed to significant credit risk as a majority of the sales are made to the subsidiaries. Trade receivables 
are neither past due nor impaired and are substantially with companies with a good collection track record with the Company.
The Company does not hold any collateral and the maximum exposure to credit risk for each class of financial instruments is 
the carrying amount of that class of financial instruments on the balance sheet.
The Company applies the simplified approach by using the provision matrix to measure the lifetime expected credit loss for 
all trade receivables. In measuring the expected credit losses, it is based on the Company’s two years’ historical credit loss 
experience, and a provision matrix has been set up using the amount of bad debt incurred over the carrying value of the trade 
receivables per ageing brackets at each financial year end.
The Company’s credit risk exposure in relation to trade receivables is set out in the provision matrix as follows:
£’000
Past due
Current
1–30 days
31–60 days
61–90 days
91–120 days
>120 days
Total
At 31 December 2024
Expected loss rate
0%
0%
0%
0%
0%
0%
Trade receivables
2,475
3,358
2,541
2,073
2,515
2,018
14,980
Loss allowance
–
–
–
–
–
–
–
£’000
Past due
Current
1–30 days
31–60 days
61–90 days
91–120 days
>120 days
Total
At 31 December 2023
Expected loss rate
0%
0%
0%
0%
0%
0%
Trade receivables
4,889
4,015
2,622
417
363
124
12,430
Loss allowance
–
–
–
–
–
–
–
The Company monitors the credit risk of counterparties based on the past due information to assess if there is any significant 
increase in credit risk. Subsidiaries to which loans have been provided have made interest payments on a timely basis and 
are considered to have low risk of default. The loan balance of £7,183,000 (2023: £7,070,000) is measured on 12-month 
expected credit losses. The credit loss is immaterial.
The Company assessed the credit risk of each intercompany loan by considering the terms of the loans, whether the loan is 
past due, borrower’s cash position, revenue, profit before tax and net assets. Based on these, it was concluded that the credit 
risk is low and hence, the Company computes the expected credit loss on a 12-month basis instead of a lifetime approach.
Financial assets at amortised costs
The Company uses the following categories of internal credit risk rating for financial assets, which are subject to expected 
credit losses under the three-stage general approach. These four categories reflect the respective credit risk and how the loss 
provision is determined for each of those categories.
Category of internal 
credit rating
Performing
Underperforming
Non-performing
Write off
Definition of category
Issuers have a low 
risk of default and 
a strong capacity to 
meet contractual 
cash flows
Issuers for which there is a 
significant increase in credit 
risk, as significant in credit 
risk is presumed if interest 
and/or principal repayment 
are 30 days past due
Interest and/or 
principal payments 
are 90 days past due
Interest and/or principal 
repayments are 120 
days past due and 
there is no reasonable 
expectation of recovery
Basis of recognition of 
expected credit loss
12-month expected 
credit losses
Lifetime expected 
credit losses
Lifetime expected 
credit losses
Asset is written off
e. Liquidity risk
The table below analyses non-derivative financial liabilities of the Company into relevant maturity groupings based on the 
remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are 
the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of 
discounting is not significant.
£’000
Less than 
1 year
Between 
1 and 2 years
Between 
2 and 5 years
Over 
5 years
Total
At 31 December 2024
Trade and other payables
51,199
–
–
–
51,199
Lease liabilities
535
537
1,611
1,211
3,894
Total
51,734
537
1,611
1,211
55,093
£’000
Less than 
1 year
Between 
1 and 2 years
Between 
2 and 5 years
Over 
5 years
Total
At 31 December 2023
Trade and other payables
41,487
–
–
–
41,487
Lease liabilities
527
537
1,616
1,754
4,434
Total
42,014
537
1,616
1,754
45,921
The Company manages the liquidity risk by maintaining sufficient cash and bank facilities to enable it to meet its normal 
operating commitments. 
240
XP Power Annual Report & Accounts for the year ended 31 December 2024
241
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE COMPANY BALANCE SHEET CONTINUED
AS AT 31 DECEMBER 2024

OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
51. Financial risk management continued
f. Fair value measurements
The table below presents assets and liabilities recognised and measured at fair value and classified by level of the following fair 
value measurement hierarchy: 
i.	
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
ii.	 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as 
prices) or indirectly (i.e. derived from prices) (Level 2); and
iii.	 Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
£’000
 Level 1
Level 2
Level 3
Total
As at 31 December 2024
Assets
Derivative financial instruments
–
2
–
2
Liabilities
Derivative financial instruments
–
–
–
–
As at 31 December 2023
Assets
Derivative financial instruments
–
–
–
–
Liabilities
Derivative financial instruments
–
–
–
–
g. Financial instruments by category
The carrying amount of the different categories of financial instruments is as follows:
£’000
2024
 2023
Financial assets, at FVPL
2
–
Financial liabilities, at FVPL
–
–
Financial assets, at amortised cost
105,368
100,114
Financial liabilities, at amortised cost
(54,721)
(45,343)
h. Offsetting financial assets and financial liabilities
The Company has no financial instruments subject to enforceable master netting arrangements.
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Results
Revenue
247.3
316.4
290.4
240.3
233.3
Adjusted Operating Profit
25.1
38.1
42.9
45.1
46.0
Profit/(loss) from operations
3.6
24.5
(24.1)
29.7
37.4
(Loss)/profit before tax
(7.7)
11.2
(30.2)
28.4
35.7
Assets employed
Non-current assets
255.5
254.3
255.1
150.5
135.2
Current assets
160.7
192.0
226.6
121.7
107.0
Current liabilities
(97.9)
(100.0)
(106.2)
(49.0)
(34.7)
Non-current liabilities
(172.4)
(191.0)
(236.0)
(50.8)
(43.0)
Net assets
145.9
155.3
139.5
172.4
164.5
Financed by
Equity
145.3
154.6
138.6
171.5
163.8
Non-controlling interests
0.6
0.7
0.9
0.9
0.7
145.9
155.3
139.5
172.4
164.5
Key statistics (pence)
(Loss)/earnings per share
(40.5)
(45.4)
(102.0)
115.8
163.0
Adjusted Earnings Per Share
43.0
81.9
160.6
179.4
201.8
Diluted (loss)/earnings per share
(40.4)
(45.3)
(101.6)
113.8
160.3
Diluted Adjusted Earnings Per Share
42.9
81.8
160.1
176.3
198.4
Share price in the year (pence)
High
1,720.0
2,680.0
5,250.0
5,700.0
4,790.0
Low
968.0
776.0
1,464.0
4,630.0
2,130.0
Dividends per share (pence)
–
18.0
94.0
94.0
74.0
242
XP Power Annual Report & Accounts for the year ended 31 December 2024
243
XP Power Annual Report & Accounts for the year ended 31 December 2024
NOTES TO THE COMPANY BALANCE SHEET CONTINUED
AS AT 31 DECEMBER 2024
FIVE-YEAR REVIEW CONSOLIDATED INFORMATION

The production of this report supports the work of the 
Woodland Trust, the UK’s leading woodland conservation 
charity. Each tree planted will grow into a vital carbon store, 
helping to reduce environmental impact as well as creating 
natural havens for wildlife and people.
OVERVIEW
STRATEGIC REPORT
 OUR GOVERNANCE
OUR FINANCIALS
244
XP Power Annual Report & Accounts for the year ended 31 December 2024
245
XP Power Annual Report & Accounts for the year ended 31 December 2024
ADVISERS
Company Brokers
Investec  
30 Gresham Street 
London 
EC2V 7QP 
United Kingdom
Solicitors
Eversheds Sutherland 
1 Wood Street 
London 
EC2V 7WS 
United Kingdom
Registrars
MUFG Corporate Markets  
Central Square 
29 Wellington Street 
Leeds, LS1 4DL 
United Kingdom
Company Secretary
CACS Corporate Advisory Pte. Ltd. 
36 Robinson Road 
City House 
#11-01 
Singapore 068877
Auditors
PricewaterhouseCoopers LLP 
7 Straits View  
Marina One, East Tower, Level 12 
Singapore 018936

XP POWER LIMITED
19 Tai Seng Avenue, #07-01, Singapore 534054
T: +65 6411 6900      F: +65 6479 6305