false 00668987 213800U93SZC44VXN635 2025-01-01 2025-12-31 213800U93SZC44VXN635 2024-12-31 iso4217:GBP 213800U93SZC44VXN635 2024-01-01 2024-12-31 213800U93SZC44VXN635 2025-12-31 iso4217:GBP xbrli:shares 213800U93SZC44VXN635 2023-12-31 ifrs-full:IssuedCapitalMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:SharePremiumMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:MergerReserveMember 213800U93SZC44VXN635 2023-12-31 vanquisbanking:ProfitRetainedBySubsidiaryMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:CapitalRedemptionReserveMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:RetainedEarningsMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800U93SZC44VXN635 2023-12-31 ifrs-full:OtherEquityInterestMember 213800U93SZC44VXN635 2023-12-31 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:MergerReserveMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 vanquisbanking:ProfitRetainedBySubsidiaryMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:CapitalRedemptionReserveMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800U93SZC44VXN635 2024-01-01 2024-12-31 ifrs-full:OtherEquityInterestMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:SharePremiumMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 vanquisbanking:ProfitRetainedBySubsidiaryMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:IssuedCapitalMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:SharePremiumMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:MergerReserveMember 213800U93SZC44VXN635 2024-12-31 vanquisbanking:ProfitRetainedBySubsidiaryMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:CapitalRedemptionReserveMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:RetainedEarningsMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800U93SZC44VXN635 2024-12-31 ifrs-full:OtherEquityInterestMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:IssuedCapitalMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:MergerReserveMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:CapitalRedemptionReserveMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:RetainedEarningsMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800U93SZC44VXN635 2025-01-01 2025-12-31 ifrs-full:OtherEquityInterestMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:IssuedCapitalMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:SharePremiumMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:MergerReserveMember 213800U93SZC44VXN635 2025-12-31 vanquisbanking:ProfitRetainedBySubsidiaryMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:CapitalRedemptionReserveMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:RetainedEarningsMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800U93SZC44VXN635 2025-12-31 ifrs-full:OtherEquityInterestMember 00668987 bus:Consolidated 2025-01-01 2025-12-31 00668987 bus:Consolidated 2025-12-31 00668987 2025-12-31 00668987 2024-01-01 2024-12-31 00668987 2025-01-01 2025-12-31 xbrli:pure 00668987 bus:CompanySecretaryDirector1 2025-01-01 2025-12-31 00668987 bus:ChiefExecutive 2025-01-01 2025-12-31 00668987 bus:Director1 2025-01-01 2025-12-31 00668987 bus:Audited 2025-01-01 2025-12-31 00668987 bus:FullIFRS 2025-01-01 2025-12-31 00668987 bus:FullAccounts 2025-01-01 2025-12-31 00668987 bus:Consolidated bus:CompanySecretaryDirector1 2025-01-01 2025-12-31
Vanquis Banking Group plc
Annual Report and Accounts
for the year ended 31 December 2025
Delivering caring
banking so our
customers can make
themost of life’s
opportunities
Our purpose is to
deliver caring banking
so our customers can
make the most of
life’s opportunities
Making the most of life’s opportunities means different things to
different people. It might be borrowing for a car when it matters most,
improving a credit score to unlock better options, or simply feeling
more in control during tighter months. Our role is to support customers
with care and clarity at every stage of their journey.
Strategic report
1 Headlines
2 Who we are
4 Chairman’s statement
7 Chief Executive Officer’s
review
10 Market overview
14 Strategy
16 Business model
18 Key Performance Indicators
21 Sustainability
44 Financial review
47 Operating review
52 Section 172(1) statement
53 Non-financial and
sustainability information
statement
54 Risk management and
principal risks
57 Principal risks and
uncertainties
62 Viability statement
Governance
64 Chairman’s introduction
togovernance
66 Board of Directors
68 Division of responsibilities
70 Setting our strategy
71 Promoting long-term
sustainable success: Board
focus areas during 2025
73 The Board: our culture
74 Stakeholder engagement
and decision making
79 Composition, succession
and evaluation
80 Director induction and
training
81 Board Performance Review
84 Nomination and Governance
Committee Report
86 Audit Committee Report
91 Risk Committee Report
95 Directors’ Remuneration
Report
95 Annual Statement
by the Chair of
the Remuneration
Committee
98 Remuneration at
aglance
100 Vanquis Banking
Group plc Directors’
Remuneration Policy
2026 to 2029
109 Annual Report on
Remuneration
118 Additional remuneration
disclosures
123 Directors’ Report
Financial statements
129 Independent auditor’s
report
137 Consolidated income
statement
137 Consolidated statement of
comprehensive income
137 Earnings per share
137 Dividends per share
138 Balance sheets
139 Statements of changes
inequity
141 Statements of cash flows
142 Material accounting policy
information
152 Financial and capital risk
management
156 Notes to the financial
statements
196 Alternative performance
measures
Shareholder information
199 Information for
shareholders
Our purpose
Delivering
caringbanking
Customers are at the
heart of everything
we do. Caring
banking means that:
5 We care about
our customers’
needs
5 We earn our
customers’trust
5 We empower
customers to
make healthy
financialchoices
5 We support our
customers when it
matters most
Our ambition
Helping customers
on the path to
financial resilience
Striving to become
theUK’s most trusted
and inclusive specialist
bank will enable
Vanquis to unlock
financial opportunity
for underserved
customers and help
them thrive.
Our values
Our values in action
Our values and ACT
Culture (Ambitious,
Caring, Together),
guides our decision
making and how we
work with customers,
communities and
eachother.
5 We care about
people
5 We pull together
as ateam
5 We find a better
way
5 We get the right
thingsdone
Our strategy
Serve More,
ServeResponsibly,
Scale Profitably.
Our strategy guides
how we deliver on our
purpose and ambition,
balancing wider access
to credit with strong
customer outcomes,
disciplined risk
management and
sustainable returns.
Read more on page 14 Read more on page 14 Read more on page 73 Read more on page 14
Find out more on our website:
vanquis.com/investors
1 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Headlines
Customer proposition
Credit, savings and money management products
Credit Savings Money management
Credit
Cards
Vehicle
Finance
Second Charge
Mortgages
Savings Snoop
Number of customers
1,339k
FY24: 1,267k
103k
FY24: 110k
9.9k
FY24: 3.7k
81k
FY24: 57k
328k
FY24: 293k
Gross customer interest earning balances Retail deposits
£1,518m
FY24: £1,278m
£706m
FY24: £765m
£599m
FY24: £217m
£2,984m
FY24: £2,399m
In 2025, Vanquis Banking Group returned to
profitability, strengthened its balance sheet
andadvanced its strategic priorities.
Backed by strong credit quality, disciplined
costcontrol, and continued transformation,
theGroup delivered accelerated growth
ininterest-earning balances, strengthening
itsplatform for long-term value creation.
With a clear strategy, focused execution
andanexperienced leadership team,
Vanquisiscreating enduring value for
customers, colleagues and shareholders.
Cost: income
58.4%
FY24: 89.4%
Statutory ROTE
2.3%
FY24: (32.1)%
Net interest margin
16.8%
FY24: 18.5%
Common Equity Tier 1 ratio
16.5%
FY24: 18.8%
Gross customer interest-earning
balances (£m)
Retail deposits (£m)
Gross customer interest-earning balances composition (£m)
Credit Cards 54%
Vehicle Finance 25%
Second Charge Mortgages 21%
Cards 55%
Vehicle Finance 33%
Second Charge Mortgages 9%
Loans 3%
FY25
£2,824m
Secured: 46%
Unsecured: 54%
Secured: 43%
Unsecured: 57%
FY24
£2,308m
FY24
2,308
24%
22%
2,399
FY25
2,824
2,984
FY24 FY25
2025: Building
thefoundations
forsustainable,
profitablegrowth
2 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Who we are
Our business model and core propositions
We combine deep customer insight, disciplined risk management, efficient funding and modern digital capabilities
to serve customers responsibly and deliver sustainable returns.
Credit Savings Money management
How we create value:
We put our customers at the heart
of everything we do.
We create differentiated solutions
that meet customer needs.
We meet customers where
theyareon their financial journey.
We serve customers
efficientlyandconsistently.
We create sustainable value for all
our stakeholders.
Our ESG priorities
Vanquis Banking Group is a specialist bank with a strong social purpose, focused
onwidening access to credit for customers underserved by mainstream lenders
Customers Colleagues
Communities The environment
Our customers’ core needs
Help me borrow healthily Help me build a financial safety net Help me feel in control of my everyday spending
Our purpose
To deliver caring banking so our customers
can make themost of life’s opportunities.
Read more on pages 14 and 15
Read more on pages 14 and 15
Read more on page 14
Read more on pages 16 and 17
Read more on page 24
Read more on page 16
Our ambition
To be the UK’s most trusted and inclusive
specialist bank by unlocking financial
opportunity for underserved customers and
helping them thrive.
Our strategy
Serve More,
Serve Responsibly,
ScaleProfitably.
3 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Who we are continued
Vanquis
The bank that’s got your back.
Find out more on our website:
vanquis.com
Our customer proposition
Credit Cards
We provide Credit Cards tailored to
customerneeds, offering a range of APRs
andcredit limits.
Vehicle Finance
We finance used vehicles through Conditional
Sale Agreements with fixed APRs.
Second Charge Mortgages
Through partnerships we enable homeowners
to borrow against their property.
Savings
We offer a range of competitive, easy-to-
manage savings accounts.
Snoop
Snoop leverages AI and Open Banking to help
customers save on household bills, targeting
upto £1,500 in annual savings.
The Vanquis Card helped me get
my credit score back to normal.”
Vanquis customer
An absolute game changer
for managing my finances
all in one place!”
Snoop customer
The greatest experience ever.
Theprocess was smooth and
straightforward – completely
hassle-free. You apply today
anddrive in a couple of days.
I’drecommend Moneybarn
toeveryone!”
Moneybarn customer
Brilliant app to use – great
forbudgeting. I would highly
recommend it.”
Snoop customer
I got financial support
when I most needed it.”
Vanquis customer
Excellent upgrade! The new
app isclean and modern and
makes navigating my account
details effortless.”
Vanquis customer
4 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chairman’s statement
Building a
leading bank for
customers who
need us most
Sir Peter Estlin
Chairman
Overview
Over the past two and a half years as
Chairman, I have worked closely with the
Boardand executive team to guide the business
through a period of significant change and
transformation, ensuring the Group remained
focused on its strategic priorities and stayed
true to our purpose: to deliver caring banking
soour customers can make the most of
life’sopportunities.
I am pleased to report that in 2025 the Group
returned to statutory profitability, strengthened
its balance sheet and delivered accelerated,
disciplined growth. Vanquis now serves 1.77
million customers and is building a purpose-led,
technology-enabled bank with increasing
resilience and scale. With approximately half
ofUK adults with an active credit profile
underserved, the need for fair and accessible
financial services has never been greater. This
structural market dynamic presents a compelling
long-term opportunity for Vanquis, guided by
responsible lending, prudent capital deployment
and a clear focus on improving financial
resilience across the UK.
Strategic transformation
Having built strong foundations in 2024, 2025
marked a decisive shift from stabilisation to
delivery as we embedded our customer-led,
needs-driven strategy across the Group. We
committed to reducing costs, strengthening risk
management and driving resilient returns; and
we delivered.
The Group simplified products, enhanced
affordability assessments and expanded support
for customers seeking to regain control of their
finances, helping them borrow responsibly and
manage their money with greater confidence.
Atthe same time, we progressed the Gateway
technology programme, which is already
delivering benefits and will underpin future
scale, efficiency and stronger operational
control. Collectively, these developments were
instrumental in supporting the Group’s return
tostatutory profitability.
In UK retail banking, Vanquis stands apart by
focusing on customers often excluded by high
street lenders. Unlike many mainstream banks
that compete primarily for the strongest credit
profiles, Vanquis serves customers on a journey,
helping them access credit responsibly and build
financial resilience over time. This perspective
underpins our refreshed brand, new technology
platform and mobile app, and remains central
to our ambition to be a purpose-led specialist
bank for underserved customers.
With a more efficient, resilient and customer-
focused operating model, the Group enters 2026
with growing momentum and a clear path to
long-term value creation for shareholders.
Strategic priorities
Our strategy is to build a resilient, efficient and
scalable business that delivers strong returns
while widening access to credit for the UK’s
large and structurally underserved population.
In 2025, we embedded the strategic articulation
‘Serve More, Serve Responsibly, Scale Profitably’,
providing a clear framework for disciplined
execution and capital allocation.
5 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chairman’s statement continued
Strategic priorities continued
We will continue to optimise our product mix,
maintain credit quality and harness advanced
data, Open Banking and our Gateway platform
to enhance decisioning, control and affordability
outcomes. Backed by a growing digital ecosystem,
a digital-first ambition and disciplined capital
deployment, the Group is well positioned to
grow in attractive markets where our share
remains modest.
This strategy is designed to deliver income
growth, minimal cost inflation, rising capital
generation and returns on tangible equity
consistently above our cost of capital. As the
portfolio matures and operating leverage builds,
returns will strengthen, giving the Group
flexibility to accelerate growth or increase
shareholder distributions over time.
Under Ian McLaughlin’s leadership, Vanquis
moves into the next phase of its evolution from
aposition of strength, underpinned by robust
risk management, improving returns and a clear
purpose focused on serving the UK’s underserved
population. While approximately half of UK
adults with an active credit profile face barriers
to mainstream credit, Vanquis currently serves
only a small proportion of this sizeable and
persistent market, presenting a significant
long-term opportunity.
Our priorities centre on broadening access to
credit across channels, optimising capital
deployment and gradually shifting towards
lower-risk segments such as Second Charge
Mortgages. While this will naturally moderate
net interest margin over time, the Board believes
it will deliver stronger risk-adjusted returns,
improved credit quality and a more resilient
business model.
Gateway and Snoop are transforming how we
manage risk, deepen customer relationships and
deliver better outcomes. As Gateway completes
in 2026, these capabilities will increase efficiency,
strengthen controls and support higher capital
generation, reinforcing the Group’s ability to
generate durable, long-term value.
For more information see Strategy and Market
Overview on pages 10 to 15
Commitment to customers
Our customers rely on us because they are often
not well served by high street lenders, and we
take that responsibility seriously. Their needs are
evolving and meeting them with fairness and
clarity remains central to our purpose.
That commitment is reflected in our customer
satisfaction score of 83.7, ahead of the industry
average of 81.1. This level of advocacy
strengthens the foundations on which we are
building a more scalable and resilient bank, and
we will continue to invest in enhancing customer
experience as we grow.
Industry developments
The Supreme Court’s ruling on motor finance
commission disclosures provided welcome clarity
for the industry. The FCA’s subsequent consultation
on motor finance redress (CP25/27) prompted
the Group to recognise a £3.0m provision based
on probability-weighted scenarios.
Vanquis did not operate discretionary or tied
commission arrangements, and our approach
has always been grounded in transparent
customer disclosures and responsible lending.
We engaged constructively with the FCA
throughout the consultation, emphasising the
need for a fair and proportionate approach
that differentiates between business models.
Financial inclusion
The Government’s Financial Inclusion Strategy,
published in November, reinforced what we have
long believed: that access to fair, transparent
and well-designed financial products is
fundamental to opportunity. As a bank with
purpose at its core, Vanquis is well placed to
contribute positively to this agenda, helping
people build financial confidence, access fair
credit and participate fully in the economy.
Capital management and
shareholder distributions
In 2025, we allocated capital to support profitable
growth in customer interest-earning balances. The
successful £60m issuance of Additional Tier 1 (AT1)
Notes in October further optimised our capital
structure to support growth.
With this priority, the Board has decided not to
declare a dividend for FY25 (2024: no dividend).
The Board expects to continue deploying
capitalfor growth in the near term and intends
to reset the capital allocation framework and
distribution policy following full delivery of the
strategy in 2026.
Building a strong culture
Our cultural transformation has been as
important as our technological and financial
transformation. In 2025, we introduced our ACT
Culture (Ambitious, Caring and Together) to
reinforce the Values needed for a modern,
customer-led bank. Our ACT Culture and
Valuesare now becoming firmly embedded
across the organisation, strengthening
accountability, collaboration and customer
focus. Culture is increasingly a clear enabler
ofour strategy and a critical foundation
forthenext phase of growth.
We continued to invest in our communities,
signing the Armed Forces Covenant, supporting
Bradford’s City of Culture programme and
advancing social mobility through the Vanquis
Foundation. We remain committed to a workplace
where colleagues can grow, celebrate success
and contribute to delivering caring banking.
Our remuneration framework continues to
reinforce alignment between performance,
riskand sustainable shareholder returns.
For more information see pages 95 to 122
Governance and directors
Following the Board refresh in 2024, Paul Hewitt
and Angela Knight retired from the Board in
January 2025. The composition of the Board has
remained unchanged since their departure. The
current Board brings extensive expertise across
banking, financial services, governance and risk
management, ensuring strong oversight and
constructive challenge as the Group delivers on
its strategic objectives. I would like to thank my
fellow Board members for their engagement,
challenge and insight throughout the year.
6 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chairman’s statement continued
Independent Board evaluation
An independent external evaluation
conductedin 2025 by Independent Audit
concluded that financial oversight, risk
management and stakeholder consideration
were notable Board strengths, facilitated by
astrong committee structure and approach
tocontinuous development.
There was an overarching theme of a
much-improved position, combined with an
acknowledgement that key development areas
remained, in particular for the Board to step back
from operational detail and increase its strategic
focus, within the context of the Group’s return to
profitability after a challenging period. The Board
has agreed an action plan and will monitor
progress during 2026.
For more information see pages 82 and 83
Summary
We are encouraged by the Group’s progress
in2025. Returning to profitability,strengthening
the balancesheetand deliveringstrong but
controlledgrowthreflect significant effort across
the organisation. As we move into 2026, the
Board’s confidence is grounded inclear
evidenceof progress and delivery, supported
bya modern, scalable technology platform
andeffective credit risk management.
On behalf of the Board, I thank our colleagues
for their dedication and our shareholders for
their continued confidence. Vanquis has a clear
and disciplined strategy and is well positioned
to deliver enduring growth and long-term value,
while continuing to support customers who need
us most.
Sir Peter Estlin
Chairman
25 February 2026
Capital management
Management and the Board endeavour to optimise the allocation of capital in the long-term
best interests of the Group. This near-term focus of the Board is on the following two areas:
1
Ensuring the Group maintains a robust capital position
above its regulatory minimum requirements*
The Group has updated its capital guidance to a Common Equity
Tier 1 (CET1) ratio following capital optimisation executed in 2025.
This included the issuance of £60m of AT1 capital in 4Q25, meaning
the Group is no longer bound by Tier 1 capital requirements.
Capital guidance has been reducing in recent years, reflecting
acleaner and more stable financial position and lower-risk mix
ofbusiness. The Group’s capital requirements were also reviewed
by the PRA in 2H25 as part of the triennial CSREP review.
This has given management and the Board confidence to
reduce the Group CET1 ratio guidance to >14.5%.
This guidance remains subject to changes in regulatory
requirements.
December 2025 CET1 ratio:
16.5%
CET1 ratio guidance:
>14.5%
2
Driving long-term sustainable profitable growth
Vanquis continues to build scale in the near term todeliver
itsROTE guidance of low double digits in 2026 and mid-teens
in2027, at which point the Group becomes meaningfully
capitalaccretive.
As such, following capital deployment for growth in 2025
resulting in a 22% increase in gross customer interest-earning
balances to £2,824m, the Group is guiding to >£3.3bn of
balances in 2026 and >£3.7bn of balances in 2027.
* This includes confidential and management buffers, as appropriate.
December 2025 gross
customer interest-
earningbalances:
£2,824m
2026 guidance:
>£3.3bn
2027 guidance:
>£3.7bn
The Board intends to reset the capital allocation framework and distribution policy following
full delivery of the strategy in 2026.
7 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chief Executive Officer’s review
Introduction
2025 marked a significant milestone for Vanquis.
The Group returned to statutory profitability
andwe demonstrated that our transformation
isdelivering results, with strong but disciplined
growth in interest-earning balances, strong and
resilient credit quality, continued progress on
Gateway and tight cost control. Most importantly
we continued improving our customer experience.
This performance reflects the disciplined
execution of our strategy to build a scalable,
digital-first and customer-led bank. With strong
foundations now in place, we are focused on
sustained, profitable growth that creates
long-term value for customers, colleagues
andshareholders.
Customer proposition
In 2025, we strengthened and diversified our
customer proposition, reflecting our commitment
to help customers borrow responsibly, manage
money confidently and build financial resilience.
This sits at the heart of our ‘Serve Responsibly’
pillar, ensuring access to credit is balanced with
strong affordability, good customer outcomes
and long-term portfolio quality, while enabling
us to ‘Serve More’ customers who are
underserved elsewhere.
We continued to help customers build a
healthier relationship with credit. Credit Card
balances grew 19% to £1,518m, supported by
new product launches, higher utilisation from
existing customers and strong retention. This
growth was achieved within risk appetite,
underpinned by enhanced affordability
assessments, resilient margins and consistently
strong credit performance. Vanquis was
recognised at the 2025 Moneyfacts Consumer
Awards as Credit Builder Card Provider of the
Year and Credit Card App of the Year, reflecting
the trust customers place in our propositions
and brand.
In Vehicle Finance we reduced balances in line
with our plan ahead of the launch of our new
onboarding and servicing platform as part of the
Gateway transformation in 2026. This deliberate
moderation reflects a disciplined approach to
growth as we prepare to scale on a modernised
platform. Many of our Vehicle Finance customers
come to us for access to a reliable vehicle when
it matters most, and we continue to enhance our
credit decisioning capabilities to improve the
speed, accuracy and consistency of lending
decisions while lending responsibly.
Our Second Charge Mortgages proposition,
which our customers mainly use for debt
consolidation, continued to perform strongly.
Balances increased to £599m (December 2024:
£217m), supported by long-term origination
partnerships that deliver high-quality,
predictable growth and attractive returns.
Retail deposits remain the cornerstone of our
funding strategy. During the year we broadened
our Savings product suite with the addition of ISAs
and the Snoop-branded Easy Access account,
further strengthening our stable and cost-efficient
funding base. Vanquis was recognised at the 2025
Moneyfacts Awards as Best Notice Savings
Account Provider and received Highly Commended
in the Best Monthly Savings Account and Best
Bank Savings Provider categories, underlining
the strength of our proposition.
Snoop continues to play a vital role in our customer
ecosystem, with active users rising 12% to 328k,
including 43k Vanquis customers. The platform
deepens engagement, supports financial wellbeing
and serves as an efficient acquisition channel.
During the year, Snoop introduced Variable
Recurring Payments to make saving simpler and
more flexible and was named in the FinTech 50 as
one of the UK’s most innovative financial technology
creators for 2025. The business also received
recognition for Best Innovation in Product at
TheFinancial Services Forum Awards and was
aFinalist for Best Use of Technology in Personal
Finance at the Moneyfacts Awards.
For more information see the Operating Review
onpages 47 to 51
Ian McLaughlin
Chief Executive Officer
The foundations
for sustainable,
profitable growth
8 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chief Executive Officer’s review continued
Financial inclusion
At Vanquis, financial inclusion and opportunity go
hand in hand. Our partnership with Fair Finance,
part of our ‘not yet’ approach to credit, helps
customers who are not currently eligible for our
products access affordable loans and unclaimed
benefits. Together, we have supported 20k
people to identify £34m in entitlements and
access £307k in loans.
Ahead of the Government’s Financial Inclusion
Strategy announced in November, we launched
the Vanquis Benefits Checker, a digital tool that
helps customers find unclaimed benefits and
social tariffs. By helping customers maximise
income before borrowing, these initiatives
strengthen financial resilience and reduce
reliance on credit, reinforcing our commitment
toresponsible inclusion.
Customer feedback
Customer feedback is the clearest reflection
ofour purpose: “delivering caring banking”.
Across Vanquis, Moneybarn and Snoop,
thousands of customer reviews highlight how
wehelp people rebuild credit and access fair,
affordable finance when it matters most. In
2025, we introduced a new customer satisfaction
measure, giving us a consistent, data-driven
view of customer experience and enabling us to
track progress as we evolve our products and
services. Our satisfaction score, measured in
partnership with the Institute of Customer
Service, stands at 83.7, ahead of the industry
average of 81.1. We will continue to build on this
validation and strive to deliver even better
outcomes for our customers.
Financial performance
Gross customer interest-earning balances
increased 22% to £2,824m, ahead of our
guidance, reflecting disciplined lending with
strong credit quality. Risk-adjusted income rose
5% to £273.8m, supported by a lower cost of
riskof 7.3% (2024: 8.4%). The cost-to-income
ratio improved to 58.4% (2024: 89.4%) through
transformation savings, efficiency gains, reduced
complaint costs and the non-repeat of prior
year notable items. As a result, the Group
delivered a statutory profit before tax from
continuing operations of £8.3m (2024: loss of
£138.0m) and achieved a statutory return on
tangible equity of 2.3% (2024: (32.1)%).
For more information see the Financial Review
onpages 44 to 46
Technology, operational efficiency
and risk management
Technology and data remain central to our
strategy. During 2025, we made significant
progress on the Gateway transformation,
selecting Fiserv’s Vision Next platform to support
a scalable, cloud-based infrastructure. Our
partnership with Zoot was recognised with the
Best Technology Partnership Award, reflecting
the impact of advanced decisioning on speed,
accuracy and customer outcomes.
Building on the risk management enhancements
made in 2024, we further strengthened data
and analytics capabilities, enhancing portfolio
monitoring, credit risk decisioning and affordability
assessments. These improvements are supporting
better decision making, tighter risk control and
responsible growth at scale. Gateway is a core
enabler of this, providing the modern operating
platform required to deliver productivity,
efficiency and capital accretion over time.
During the year, over 30 billion rows of customer,
product and decisioning data were migrated
toa new IT platform as part of Gateway,
enabling improved analytics, automation and
personalisation across customer journeys.
Across operations, digital and AI-led
improvements in fraud prevention, debt sales
and complaints handling delivered measurable
efficiency gains and better outcomes for
customers. Combined with a leaner property
footprint, these initiatives contributed to £28.8m
in transformation savings during the year.
Vanquis: The bank that’s got your back
In June, we launched our refreshed brand
identity, Vanquis: The bank that’s got your back.
Developed in house and successfully tested with
customers, it brings our purpose to life and
reflects our commitment to caring banking and
the financially underserved. Together with our
technology transformation, it positions Vanquis
as a modern, customer-led specialist bank
serving the heart of working Britain.
Complaints and regulatory update
We welcomed the Financial Ombudsman
Service’s introduction of a case-fee structure
forclaims management companies (CMCs).
Thereform has had a clear and positive impact,
reducing the volume of unmerited complaints,
indicating that the reform is working as intended.
We engaged constructively with the FCA’s
consultation on motor finance redress (CP25/27),
helping to shape a fair and proportionate
approach that reflects the low risk of detriment
in our portfolio. While the final scope of the
scheme remains subject to change, we remain
comfortable with our £3.0m provision in relation
to this matter.
Our people and culture
As Peter notes, we have made good progress
with culture, and our achievements in 2025 were
made possible by the professionalism and
efforts of colleagues across the Group. Our ACT
Culture (Ambitious, Caring and Together) and
Values are now shaping how we work and
reinforcing the execution discipline required to
deliver a modern, customer-led bank.
Our progress is underscored by us achieving
Great Place to Work
®
certification in 2025,
reflecting the commitment we made last year to
strengthen culture across the Group. We were
also recognised by the Financial Times as one of
the UK’s Best Employers, demonstrating deeper
engagement and alignment with our purpose.
As we move into the next phase of our strategy,
we will continue to embed our values deeply,
ensuring they guide decisions and drive
sustainable growth.
Advancing our strategic priorities
In 2026, we will complete the Gateway
transformation and re-platform the business
onto a modern, cloud-based architecture.
Thiswill enable a digital-first operating model,
accelerate innovation and deliver a structurally
lower cost base.
We will broaden our offering across lending,
money management and savings, creating a
more integrated digital customer experience.
This will include new flexible credit solutions,
tailored propositions for different customer
segments and deeper personalisation.
We will further enhance credit decisioning
through improved data, analytics and
automation, strengthening our ability to lend
responsibly while improving outcomes for
customers. Gateway will provide real-time
insights and more accurate affordability
assessments across all products, including
atransformed Vehicle Finance proposition
launching in 2026. In addition, we are
introducing Agentic AI capabilities to deliver
faster, more efficient support, enhancing
servicewhile reducing cost-to-serve.
Together, these initiatives will support growth,
improve retention and drive stronger returns
across the business.
9 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chief Executive Officer’s review continued
Summary and outlook
Disciplined delivery of our strategy in 2025
enabled us to deploy available capital to deliver
accelerated balance growth while returning to
statutory profitability. We strengthened the
balance sheet, improved credit quality and
made significant progress in our transformation,
laying the foundations for long-term scalability
and efficiency.
We enter 2026 with greater momentum, a more
predictable performance profile and a clear
pathway to higher returns as recent balance
growth seasons and translates into improved
profitability. Our focus remains on completing
the Gateway transformation, maintaining strong
credit discipline, deploying capital effectively
and improving operational efficiency.
We remain on track to deliver a double-digit
return on tangible equity in 2026, and mid-teens
return in 2027. While encouraged by our
progress, we recognise there is still more to do.
We will continue to invest in our capabilities,
drive continuous improvement and remain
mindful of the responsibility we hold to
customers, colleagues and shareholders.
I would like to thank our shareholders for their
trust and our colleagues across the Group for
their care, skill and commitment. Together, we
are building a stronger, more resilient Vanquis
with a clear purpose and a compelling future.
Ian McLaughlin
Chief Executive Officer
25 February 2026
Investment case
Our strategy is guided by a clear understanding of what sets us apart and how we will harness these strengths to deliver growth and sustainable profitability.
What sets us apart
1
Serving customers in a large, underserved part of the UK consumer lending market
Over half of UK adults face barriers to mainstream credit. Vanquis has a significant
opportunity to grow market share of these consumers in our core products and is digitally
evolving and expanding our product propositions to attract and retain customers.
Read more on pages 10 to 13
UK consumers with an active credit
profile, whose credit needs are not
fully met by mainstream lenders
24.2m
Source: Experian (Ascend tool). This figure is
the number of individuals aged 18+ in the UK
whose credit profiles mean they are not well
served by mainstream lenders.
2
A customer proposition to build financial resilience
Vanquis offers lending, savings and money management solutions to address three core
customer needs: healthy borrowing, controlled spending and the ability to build a financial
safety net.
Existing products enable customers to build their financial resilience while, at the same time,
improving their credit profiles via Snoop, ‘not yet’ partners and the Vanquis Foundation.
Read more on page 16
Customer numbers
1.77m
3
A cost-effective funding model as we build scale
The Group’s banking licence provides a structural funding advantage over competitors by
leveraging our deposit franchise to drive scalable growth. Retail deposits provide stable,
low-cost funding.
Read more on page 17
Funded by retail deposits
90%
4
A modern, efficient and scalable technology platform
Through Gateway, we are building a modern, efficient and scalable technology platform
thatenables digital-first offerings and customer engagement. It will provide the catalyst for
long-term growth and innovation.
Read more on page 15
Transformation cost savings
fromGateway
£23m-£28m
What this should deliver
Sustainable long-term value for shareholders
We are guiding to an increase in gross customer interest-earning balances to >£3.3bn in 2026 and
>£3.7bnin 2027 and an improvement in ROTE from low single digits in 2025 to low double digits in 2026
andmid-teens in 2027.
Read more on pages 14 to 20
2027 gross customer interest
earning balance guidance
>£3.7bn
2027 ROTE guidance
‘mid-teens’
10 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
UK economy
Market overview
Operating context
Vanquis operates exclusively within the
UnitedKingdom (UK), generating all revenue
from UK customers. As a result, the Group’s
performance is closely tied to the health of
theUK economy. The Group operates within
aregulatory framework overseen by the
Financial Conduct Authority (FCA) and the
Prudential Regulation Authority (PRA), which
continues to evolve in response to economic
and policy developments.
Economic review
In 2025, UK economic growth remained
subdued, with real GDP rising by just 0.1% in
the three months to December, following small
declines in the previous two rolling quarters.
Monetary policy continued to shape financial
conditions, with the Bank of England reducing
the Bank Rate from 4.75% to 3.75% over the
course of the year through a sequence of cuts
in February, May, August and December.
Inflation continued to moderate from its
October 2022 peak of 11.1%, with the Consumer
Prices Index (CPI) easing from 3.7% in January
2025 to 3.4% in December. Labour market
conditions also softened, with unemployment
rising to 5.2% in the three months to December,
its highest level in five years. Real household
disposable income growth was uneven, with
middle income households continuing to face
pressure from rising essential costs.
Looking ahead to 2026, the economic outlook
is expected to improve gradually. Forecasters
anticipate GDP growth of around 1.4%,
supported by easing financial conditions and
stabilising consumer sentiment. Inflation is
projected to fall further, with CPI expected to
average 3.4%, helping real incomes recover
modestly. Labour market conditions are likely
to remain cooler than in recent years, with
unemployment forecast to stabilise at around
5.1%, consistent with an economy still adjusting
to slower underlying demand. Overall, the
near-term environment signals a shift towards
lower inflation, steady but modest growth,
and a labour market that is normalising after
several years of volatility.
The Vanquis Financial Wellbeing Index (VFWI)
provided further insight into consumer resilience.
Among UK workers earning up to £40,000, the
average financial buffer was 11% of monthly
income in 3Q25, down slightly from 12% in
2Q25 but up from 9% a year earlier. However,
persistently low savings rates continue to
constrain long-term financial security. These
trends underscore the importance of inclusive
banking models and financial education
initiatives that build financial confidence and
improve long-term financial capability.
Regulatory and policy environment
The UK financial services sector enters 2026
amid active regulatory and policy reform aimed
at promoting growth and competitiveness.
TheGovernment’s Financial Services Growth
and Competitiveness Strategy sets out a
10-year roadmap to modernise the sector,
including proposals to streamline regulation,
return the Financial Ombudsman Service (FOS)
to its intended role as a focused dispute
resolution service, review ring-fencing rules,
and integrate the Payment Systems Regulator
into the FCA. The quarterly Industrial Strategy
update reinforces financial services as a
priority growth sector, introducing measures
toattract investment, deepen international
collaboration, and ease regulatory burden.
The FCA’s motor finance redress consultation
highlighted the complexity of designing fair
redress frameworks that reflect diverse
customer journeys and business models.
Regulatory focus also remained strong on
operational resilience, data protection, and
Consumer Duty compliance. Consultations on
cross-cutting reforms, changes to the Senior
Managers and Certification Regime, and the
expected Fraud Strategy suggest that the
regulatory agenda will remain active through
2026 and beyond.
Vanquis response
We welcomed the revised FOS case fee structure,
which has reduced unmerited complaints
andimproved redress efficiency. We remain
committed to operational resilience and
delivering fair value under the Consumer Duty.
Vanquis supports reforms that distinguish
between business models, improve regulatory
clarity, and enable responsible growth.
Theseprinciples reinforce our belief that
streamlined regulation can unlock innovation
while maintaining high standards of
consumerprotection.
Looking ahead, we will continue to engage
constructively with policymakers and regulators
to ensure that reforms deliver benefits for
customers and the wider financial ecosystem.
11 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Market overview continued
Digital transformation
Digital transformation continues to redefine
consumer finance. Advances in Open Banking,
Artificial Intelligence, and real-time data
analytics are enabling more personalised
customer experiences and more accurate
lending decisions. Nearly half of UK consumers
now rely on mobile platforms to manage their
finances, with growing demand for tools
thatsupport budgeting, saving and wider
financial wellbeing.
Vanquis response
We are investing in digital solutions that turn
insight into action. Through Snoop and our
expanding suite of capabilities, we help
customers make informed money choices.
Real-time insights support financial planning
and build confidence. Innovation remains
central to our strategy, and we continue to
invest in technology that enhances engagement
and improves customer outcomes.
Financial inclusion
The UK’s Financial Inclusion Strategy,
published in November 2025, outlines a
cross-sector plan to improve access to
banking, savings, affordable credit, and
financial literacy. It recognises that fair and
affordable credit is essential to financial
resilience, particularly for households
managing essential costs or unexpected
expenses, and that financial education is
critical to long-term wellbeing. The
Government’s decision to make financial
education compulsory in all primary and
secondary schools from 2028 marks a
significant step forward in building a more
financially capable society.
Vanquis response
We are delivering practical solutions that help
people unlock entitlements, access credit, and
build financial confidence. Our partnership
with Fair Finance has helped 20,000 people
identify £34m in unclaimed benefits and
access £307,000 in affordable loans. In 2025,
we launched the Vanquis Benefits Checker, a
digital tool that helps customers identify
unclaimed benefits and social tariffs. These
initiatives align with the Government’s income
maximisation agenda and reflect our belief
that financial inclusion requires both access to
credit and the confidence to use it effectively.
We strongly support the integration of
financial education into the national
curriculum and contributed to the Department
for Education’s 2023 call for evidence. We
believe that equipping young people with
financial skills from an early age improves
resilience and decision making in adulthood.
Unlocking credit access through
Open Banking
Open Banking is transforming how lenders
assess affordability and creditworthiness.
Byenabling customers to share real-time
transaction data securely, it improves the
accuracy of lending decisions and expands
access to credit for those with thin or
impaired credit files.
Vanquis response
We are harnessing Open Banking to extend
responsible, personalised credit solutions to
more customers. We are leveraging richer
data to strengthen affordability assessments,
reduce reliance on traditional credit scoring,
and support individuals who might otherwise
be excluded from mainstream credit.
As adoption accelerates, we will ensure
OpenBanking plays a central role in
delivering fairer outcomes and widening
access to credit, helping customers build
financial confidence and resilience.
I’ve been with them for over five
years now, and I can honestly
say they’re an amazing company.
Their customer service is top-
notch – super friendly and
always ready to help.”
Vanquis customer
12 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Market overview continued
Market snapshot
Market trends Challenges Opportunities Vanquis response
Macro conditions remain subdued:
modest GDP growth in 2025; interest
rates easing; inflation moderating.
Cost-of-living pressures are increasing the
need for flexible, responsible credit solutions.
Gradual improvement in financial conditions
expected from 2026, supporting higher
demand for responsible credit.
Strengthened underwriting using Open
Banking and real-time analytics to assess
affordability more precisely.
Digital adoption accelerating,
withhalf of UK consumers managing
finances primarily via mobile.
Consumers expect integrated money
management tools, frictionless onboarding
and proactive support.
Wider reach through digital channels and
ability to engage customers more frequently
and personally.
Launch of a new integrated Vanquis app –
adigital-first, mobile-led platform that will
bring Snoop’s capabilities into a single
experience, advancing self-service at scale
andunderpinning our shift to a lower-cost,
moreefficient operating model.
Regulatory reform intensifying
across Consumer Duty, motor
finance redress, and broader
competitiveness agenda.
Operating requirements becoming more
complex; continued scrutiny on fair value,
resilience, and redress.
Streamlining of regulation and improved
clarity expected to increase innovation and
reduce operational burden.
Active engagement with FCA and
governmentconsultations; strengthened
Consumer Duty governance; operational
resilience enhancements.
Financial inclusion prioritised by
government through Financial
Inclusion Strategy and compulsory
financial education from 2028.
Millions lack access to affordable credit,
savings buffers or financial capability.
Significant market need for responsible
lending, financial tools, and income-
maximising support.
Expansion of benefits-checking tools; decline
referral partnerships; inclusive product design
to improve access and resilience.
Open Banking gaining scale
asamainstream affordability-
assessment mechanism.
Thin-file and low-score consumers remain
underserved by traditional credit scoring.
Ability to widen credit access and better
servecustomers with non-traditional
financialfootprints.
Use of real-time transaction data to
expandaccess, personalise credit limits,
andimprove outcomes.
Vanquis serves the UK’s financially underserved
population. These are consumers who face barriers to
mainstream credit because of limited credit histories,
lower incomes or lower levels of financial resilience.”
13 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Addressable market and
customeropportunity
We serve the UK’s financially underserved
population. These are consumers who face
barriers to mainstream credit because of
limited credit histories, lower incomes or lower
levels of financial resilience. This group
represents one of the largest and most
persistent structural markets in UK consumer
finance, offering significant potential for
responsible and sustainable growth.
A significant and growing
underserved population
The scale of the UK’s underserved market
highlights the depth of unmet need:
5 c.48.2 million UK adults have an active
credit profile.
5 c.24.2 million, or over one in two, are
underserved by mainstream lenders.
5 Within this group, our prudent risk
appetite extends across a large
proportion of consumers seeking
unsecured credit or Vehicle Finance.
We currently serves c.1.3 million Credit Card
customers and, via the Moneybarn brand,
serves approximately 103,000 Vehicle
Financecustomers.
This sizeable pool of potential additional
customers reinforces the structural importance
of specialist lenders that can responsibly
bridge the gap between consumer demand
and mainstream availability.
Market opportunity supports our
growth plans
Despite our established presence in the
underserved market, our penetration remains
low relative to the scale of the opportunity.
Our overall share is modest and offers room
for meaningful growth. Even modest gains in
share translate into material and sustainable
growth, particularly as some mainstream
providers continue to reduce exposure to
higher-friction customer segments. This creates
a long-term growth runway in a market where
consumers actively seek fair access, digital
simplicity and personalised support, and
where our strengths are well aligned to
evolving customer expectations.
Structural trends supporting
market growth
Demand from underserved consumers
continues to be shaped by long-term trends
that are embedded in the UK economy:
5 Financial resilience remains low and
uneven, with many households maintaining
only limited savings buffers.
5 Non-standard and flexible employment
continues to expand, creating income
profiles that traditional credit models
often struggle to assess.
5 An estimated £22.7bn in unclaimed benefits
each year highlights persistent income
vulnerability across a broad population.
5 Digital adoption is accelerating, with
around half of UK consumers now
managing their finances primarily
throughmobile channels.
These structural forces are creating a sustained
and growing need for inclusive, technology-
enabled and affordability-focused credit
solutions. They also reinforce the long-term
relevance of specialist lenders who can
navigate complexity and provide responsible
access for customers underserved elsewhere.
Positioned to capture
long-termvalue
We are well placed to meet this demand
responsibly and profitably. Our strengths
include:
5 advanced data capabilities, including
Open Banking insights, to enable
moreinclusive, precise and real-time
affordability assessments;
5 a developing digital ecosystem,
withthenew mobile app and Snoop’s
personalised financial tools to enhance
engagement and strengthen customers’
financial resilience;
5 an evolving digital Credit Card proposition,
designed to attract underserved
consumers and retain customers as
theybuild financial resilience;
5 income-maximisation and support tools,
such as the Benefits Checker and our ‘not
yet’ partnership with Fair Finance, helping
customers access entitlements and
improve financial wellbeing;
5 deep customer insight, gained from
extensive research and data analysis,
ensuring every decision, from product
development to in-life management,
delivers clear customer benefit; and
5 proven expertise in serving consumers
outside mainstream lender criteria,
underpinned by long-standing experience
and responsible lending practices.
We continue to enhance our digital platform,
combining credit, savings and personalised
money-management tools in a single unified
ecosystem. This deepens engagement, extends
our reach and supports customers as they
improve their financial confidence and resilience.
With a clear purpose and a scalable digital
platform, we are well positioned to grow our
presence in a structurally robust and societally
important market, helping more people build
financial confidence while delivering
sustainable returns for shareholders.
Market overview continued
14 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Serve More, Serve Responsibly, Scale Profitably
Serve More, Serve Responsibly, and
Scale Profitably captures the three
core pillars of our strategy:
Customer-
led
Insightful risk
management
Efficient
organisation
A great people
proposition
Digital, tech, data
and analytics
Strategy
Serve More
Widen access to healthy,
affordable credit for customers
underserved elsewhere and
deepen long-term customer
relationships.
Serve Responsibly
Ensure strong affordability,
disciplined risk management
and consistently good
customer outcomes across
credit cycles.
Scale Profitably
Build a modern, efficient
andscalable digital bank
thatconverts growth into
sustainable returns.
Together, these pillars provide a
clearstrategic framework for
decision making, capital allocation
and execution across the Group. They
sit at the heart of our customer-led
strategy, guiding how we translate
our purpose into both commercial
and societal value.
Customer-led
Our strategy is grounded in a deep and
continually evolving understanding of the lives
and needs of the customers we serve.
We help customers:
5 borrow healthily;
5 feel in control of everyday spending; and
5 build a financial safety net.
These insights underpin every element of our
strategy and reflect our purpose: to deliver
caring banking so that customers can make the
most of life’s opportunities. They inform product
design, risk management, customer journeys
and how we support customers throughout their
relationshipwith us.
Our strategic ambition
Our strategic ambition is to be the UK’s most
trusted and inclusive specialist bank by unlocking
financial opportunity for underserved customers
and helping them thrive.
This means building a resilient, efficient and
scalable business that delivers strong long-term
returns while serving one of the UK’s largest and
most persistent underserved markets.
Underpinned by a strong capital position,
modern technology and advanced data
capabilities, we are positioned to grow in a
disciplined manner while delivering improved
customer outcomes over time.
A lifesaver! Really helpful to see
everything in one place. It gives
access to my credit report, tips
onhow to improve my score, and
well-written articles explaining how
inflation and interest rates affect
us– plus advice on saving and
making money.”
Snoop customer
For more information on the strategic themes
underpinning our strategy, see page 15
15 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Strategy continued
Our five strategic themes and objectives
Strategic themes 2025 highlights Focus for 2026
Customer-led
5 Launched new credit products and expanded savings
(ISAs, Snoop Easy Access), improving financial wellbeing
and customer choice.
5 Achieved a customer satisfaction score of 83.7, above
the industry benchmark of 81.1.
5 Recognised by Moneyfacts as Credit Builder Card
Provider of the Year and Credit Card App of the Year.
5 Strengthened affordability checks and simplified
products to support responsible lending.
5 Broaden our integrated lending, money management
and savings offering, including new flexible credit
solutions tailored to underserved segments.
5 Deliver deeper personalisation using enhanced data
and Snoop ecosystem capabilities.
5 Improve end-to-end customer experience and retention
as Gateway capabilities mature.
Insightful risk
management
5 Enhanced data, analytics and modelling to improve
portfolio insight, strengthen affordability assessments
and optimise credit decisions.
5 Delivered consistently strong credit performance
acrossproducts.
5 Migrated over 30 billion rows of customer, product and
decisioning data onto a new IT platform, enabling
improved analytics, real-time risk management,
automation and personalisation.
5 Use Gateway and advanced analytics for real-time
affordability insights and sharper credit decisioning
across all products.
5 Maintain strong risk-adjusted returns while responsibly
increasing access to credit.
5 Differentiate through superior risk insight, across Credit
Cards, Vehicle Finance and Second Charge Mortgages.
Efficient
organisation
5 Delivered £28.8m of transformation savings in 2025,
exceeding the committed target of £15m.
5 Digital and AI improvements (fraud prevention, debt
sales, complaints handling) contributed to cost savings
and better customer outcomes.
5 Reduced physical footprint, modernising the operating
model and lowering structural costs.
5 Deploy Agentic AI to accelerate service delivery, reduce
cost-to-serve and improve customer experience.
5 Continue operational excellence focus on collections,
fraud and service performance.
5 Ensure costs remain well controlled relative to rising
revenues as Gateway completes.
Digital, tech,
data and
analytics
5 Advanced Gateway transformation with selection
ofFiserv’s Vision Next platform for scalable,
cloud-based infrastructure.
5 Enabled stronger analytics, automation and
personalisation through 30 billion data point migration.
5 Award-winning technology partnerships (e.g. Zoot)
which will improve accuracy and speed of decisioning.
5 Complete re-platforming onto modern cloud
architecture, enabling a digital-first operating model
and structurally lower cost base.
5 Launch our new Vehicle Finance proposition.
5 Integrate Snoop capabilities to accelerate data-driven
insight and customer engagement.
5 Drive continuous automation and innovation to support
scalable growth.
A great people
proposition
5 Achieved Great Place to Work
®
certification, reflecting
astronger culture and engagement.
5 Introduced our ACT Culture (Ambitious, Caring and
Together), and continued to reinforce our Values,
embedding behaviours needed for a modern,
customer-led bank.
5 Recognised by the Financial Times as one of the UK’s
Best Employers.
5 Deepen ACT Culture and Values across all teams,
strengthening accountability and collaboration as
strategic enablers of growth.
5 Enhance capability development to support digital,
analytical and customer-led transformation.
5 Continue building an inclusive culture aligned to our
purpose: caring banking.
Our 2025 strategic themes remain
thefoundations of our operating
model. From 2026, these are
broughttogether under a single,
clear strategic framework: Serve
More, Serve Responsibly, and
ScaleProfitably.
Collectively, these themes guide how we Serve
More with empathy, Serve Responsibly with
clarity and fairness, and Scale Profitably through
simplicity, efficiency and disciplined execution.
Strategic outcomes
Our strategy directly informs our business model.
By understanding customer needs deeply,
lending responsibly and scaling efficiently
through technology, we turn our strategic
priorities into a resilient model that generates
long-term value for all stakeholders.
Disciplined execution of our strategy will deliver:
5 sustainable income growth;
5 a structurally lower cost base as
Gatewaycompletes;
5 robust credit quality and
affordabilityoutcomes;
5 return on tangible equity consistently
aboveour cost of capital, driving
meaningful capital generation; and
5 flexibility to accelerate growth or
increaseshareholder distributions.
How our strategy creates value
Our strategy creates value by combining
customer insight, disciplined risk management,
operational efficiency and modern technology
to deliver responsible customer outcomes,
resilient shareholder returns, meaningful work
and opportunities for colleagues, and greater
financial inclusion across the UK.
16 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Business model
Our purpose, to deliver caring banking so customers can
makethe most of life’s opportunities, shapes every part of our
proposition. We aim to earn customers’ trust, support financial
confidence and provide solutions that are fair, accessible and
easy to use.
Customer journey
Each stage of the journey is designed to ensure we reach more
customers, support them responsibly and create a scalable,
efficient model for long-term growth.
1
Awareness
Reaching customers whose needs are not met by
mainstreamlenders.
2
Consideration
Offering a differentiated, needs-led value proposition
ratherthan a product-led approach.
3
Conversion and onboarding
Providing a streamlined, digital-first onboarding experience
enabled by our evolving technology capabilities.
4
Meeting core needs
Helping customers borrow healthily, feel in control of
everydayspending and build a financial safety net.
5
Support when needed
Offering empathetic, tailored support for customers
experiencing financial difficulty.
Creating value through a customer-focused business model
Our business model puts our strategy
into practice and is underpinned by
the key inputs that drive value
creation: deep customer insight,
disciplined risk management, efficient
and diversified funding, modern
digital capabilities and the experience
and commitment of our people.
Together, these inputs widen access
tocredit, support prudent growth and
enable strong, sustainable outcomes
for all stakeholders.
Everything we do begins with a clear understanding
of our customers’ needs, preferences and financial
behaviours. Through extensive research, data
analysis and insight from our digital ecosystem,
we have identified three core needs that guide
our proposition design and in-life management.
Understanding our customers
1
Help me borrow healthily
Customers value clear, jargon-free communication and predictable
products that help them manage borrowing over time. We support
this through transparent propositions, enhanced affordability
assessments and early engagement when circumstances change.
2
Help me feel in control of everyday spending
Many customers manage tight budgets or complex financial
situations. Tools such as Snoop provide personalised insights and
budgeting support, helping customers make informed day-to-day
decisions and build confidence in managing their money.
3
Help me build a financial safety net
A large proportion of customers have limited savings. We help them
build resilience through accessible savings products, personalised
nudges and guidance that highlights opportunities to save and
prepare for unexpected expenses.
This needs-led approach enables us to build tailored propositions,
deepen customer relationships and position Vanquis as a trusted
long-term partner for customers traditionally underserved by
mainstream lenders.
These insights shape our strategic priorities, inform product design
and enhance risk management across the Group.
Our customer proposition
These values ensure we deliver on our purpose and create positive outcomes for all stakeholders.
Our values:
We care about people We pull together as a team We find a better way We get the right things done
17 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Business model continued
Our customer proposition Our competitive strengths
6
Deepening relationships
Presenting relevant solutions that build long-term engagement.
7
Advocacy
Delivering outcomes that encourage customers to
recommendVanquis.
Our target market spans a wide income range but shares
common characteristics: lower financial resilience, limited savings
buffers and a focus on short-term financial stability. These
customers typically seek stability, predictability and peace of
mind, needs our proposition is specifically designed to meet.
Our products and ecosystem
We serve customers through a broad range of
complementaryproducts:
5 Credit Cards – under the Vanquis brand;
5 Vehicle Finance – under the Moneybarn brand;
5 Second Charge Mortgages – through
forward-flowpartnerships;
5 Savings – including fixed-term products, notice accounts,
cash ISAs and Easy Access Accounts; and
5 budgeting and money management – via Snoop,
ourfinancial wellbeing platform.
We are also expanding our marketplace capabilities by
partnering with organisations such as Fair Finance to support
customers not yet eligible for credit, andthrough white-label
partnerships where Vanquis acts as introducer rather than lender.
Together, this ecosystem enables deeper engagement,
cross-purchase opportunities and more predictable
riskoutcomes.
Our competitive strengths give us a durable advantage and
support sustainable, risk-adjusted returns.
1
Efficient funding
A strong retail deposit base provides lower and more stable
funding costs than many competitors, improving price
competitiveness and supporting long-term financial resilience.
2
Financial efficiency
We can align lower-cost deposits with lending volumes, helping
us manage the balance sheet efficiently and maintain attractive
unit economics.
3
Risk-based pricing and deep credit experience
We have extensive expertise serving customers with
non-mainstream credit profiles. This underpins our risk-based
pricing approach and supports disciplined, responsible lending
across credit cycles.
4
Broad, complementary product suite
Our diversified portfolio allows us to meet a wide range of
customer needs and creates opportunities for cross-purchase
and deeper engagement.
5
Snoop: a differentiated digital capability
Snoop provides personalised insights that help customers
manage money, reduce outgoings and improve financial
resilience. It also acts as an efficient engagement and
acquisition channel across the Group.
6
Continuous enhancement of our model
We continue to strengthen our business model through
investment in technology, data, analytics and customer
experience. The Gateway transformation will provide a modern,
scalable and cloud-based platform, enabling a digital-first
operating model, enhanced decisioning, increased automation
and structural cost efficiencies.
By combining customer insight, responsible lending,
efficientfunding and modern technology, we are building
adifferentiated and resilient business that delivers value for
customers and sustainable, long-term returns for shareholders.
These strengths enable us to Serve More customers with
confidence, Serve Responsibly across credit cycles, and Scale
Profitably as Gateway and our broader ecosystemmature.
How our business model creates value
Our business model creates value by bringing together the key
inputs that power our organisation – our people, data, digital
platforms, risk expertise and diversified funding – and
transforming them through a disciplined set of activities.
These include understanding customer needs, designing tailored
credit propositions, assessing affordability and risk, delivering
digital customer journeys and managing lending throughout
thelifecycle. Through this integrated model, we convert our
resources into access to credit for underserved customers,
stable and sustainable returns for shareholders, rewarding
careers for colleagues, and positive outcomes for wider society.
For details of how we measure the value created through our
business model, see our Key Performance Indicators on pages
18 to 20.
Underpinned by our culture:
Our ACT culture (Ambitious, Caring, Together) anchors the behaviours needed for a modern, customer-led bank.
18 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Key Performance Indicators
Strategic Pillar 1: Serve More
Widen access to credit and grow our customer base with consistently good customer outcomes.
1
Number of customers
(m)
1.77m
Definition
Total customers across Credit Cards,
Vehicle Finance, Second Charge
Mortgages, Savings andSnoop.
Strategic focus
Drive sustainable growth by
expanding reach in underserved
markets, deepening engagement,
and building long-term customer
relationships that support
profitability and resilience.
Principal risk
Customer risk and business
performance risk – Failure to
attract and retain customers in
target segments undermines
growth, erodes trust, and limits
strategic diversification.
FY23 FY24
FY25
2
Customer satisfaction
index (CSI)
83.7
3
Gross customer interest-
earning balances (£bn)
£2.8bn
Definition
Weighted average customer
satisfaction score across Credit
Cards, Vehicle Finance and Savings.
Strategic focus
Strengthen advocacy and
retentionthrough consistently
positive experiences.
Principal risk
Customer risk – Poorexperiences
harm retention and outcomes.
Definition
Interest-earning amounts receivable
from customers.
Strategic focus
Grow high-quality lending in target
segments to deepen financial
engagement and deliver asset
growth within prudent risk appetite.
Guidance
2026: >£3.3bn
2027: >£3.7bn
Principal risk
Market risk and credit risk
– Changes in demand, economic
conditions or underwriting quality
may reduce portfolio growth or asset
quality, impacting income and returns.
FY23 FY23FY24 FY24FY25 FY25
1.75
1.69
1.77
2.4
2.3
2.8
Key
Certain alternative performance measures (APMs) have been
used in this report.
See pages 196 to 198 for an explanation of their relevance,
definition and method of calculation. In the current year,
theupdated management team has revised its focus to
theAPMs presented below; there have been no changes
tothese APMs in the year.
Trend arrows indicate the direction of movement year on year,
not whether this is favourable or unfavourable.
FY23 and FY24 KPIs for cost of risk, net interest margin, risk-
adjusted margin and cost: income ratio have not been updated
to reflect the impact of the sale of the Personal Loans portfolio as
a discontinued operation.
FY23 and FY24 cost: income ratio and ROTE have also not been
adjusted for the move to statutory reporting in FY25 and exclude
previous adjusting items (transformation costs, exceptional costs
and amortisation of acquisition intangibles).
Customer satisfaction index
In 2025, we introduced a new customer satisfaction measure to provide a consistent, data-driven
view of customer experience across our products and services. Our priority is to use this insight to
continually raise standards and deliver improved outcomes for customers. With a current weighted
average Customer Satisfaction Index (CSI) score of 83.7 ahead of the industry average of 81.1,
wearebuilding on a strong foundation for future progress.
—
83.7
—
The Key Performance Indicators (KPIs)
represent the principal metrics reported
toGroup management on a monthly basis
tosupport the strategic decision making.
KeyPerformance Indicators have been
updatedto better align with areas of guidance.
19 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Key Performance Indicators continued
Strategic Pillar 2: Serve Responsibly
Maintain strong affordability, disciplined risk management and consistently good customer outcomes, supported by an engaged workforce and positive community impact.
4
Net receivables
(£bn)
£2.7bn
Definition
Gross receivables less impairment,
reflecting the net value of
customerlending.
Strategic focus
Grow and maintain high-quality
receivables to support long-term
profitability, while staying within
risk appetite.
Principal risk
Credit risk – Failure to manage
asset quality and customer
affordability increases
impairments, erodes earnings, and
limits capacity for future growth.
FY23 FY24
FY25
6
Colleague
engagement (%)
73%
7
Senior management
gender diversity (%)
33%
8
Community investment
(£m)
£0.9m
Definition
A metric used to gauge colleagues’
engagement, motivation and
commitment towards their work.
Strategic focus
Foster a high-performance,
values-led culture where colleagues
are motivated, supported and
empowered, driving the delivery
ofour strategy.
Principal risk
People risk – Low engagement
undermines culture, reduces
productivity, and increases attrition,
limiting our ability to deliver
strategic objectives.
Definition
The percentage of the Group’s senior
management who identify as female.
Strategic focus
Committed to the Women in Finance
Charter by achieving a 40% target
by 2026 through delivering signatory
actions to create a more equal,
inclusive and gender diverse
workplace.
Principal risk
People risk – Gender balance
improves culture and diversity of
thought, enhancing our ability to
deliver strategic objectives.
Definition
The cash cost of contributions
provided to community projects
orcharities.
Strategic focus
Investments through our Foundation
partners to address the wide range
of social and financial inclusion
issues that are relevant to our
customers and the communities
where we operate.
Principal risk
Customer risk – By investing in the
communities we serve we help to
improve our customers’ lives.
5
Cost of risk
(%)
7.3%
Definition
Impairment as a % of average gross
customer interest-earning balances.
Strategic focus
Maintain disciplined underwriting and
affordability standards to protect
asset quality and preserve earnings
as we grow.
Principal risk
Credit risk – Rising impairments from
poor affordability or economic stress
erode profitability, weaken capital
resilience, and constrains future
lending capacity.
2.2 2.2
2.7
53
60
73
7.0
8.4
7.3
35
34
33
1.4 1.4
0.9
FY23 FY24 FY25 FY23 FY23 FY23FY24 FY24 FY24FY25 FY25 FY25
Moneybarn made financing my car quick and easy. I was back on the road in no time!”
Moneybarn customer
20 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Key Performance Indicators continued
9
Net interest margin
(%)
16.8%
Definition
Interest income less interest expense
as a % of average gross customer
interest-earning balances.
Strategic focus
Drive income growth through
disciplined pricing while
balancingrisk and delivering
faircustomer outcomes.
Guidance
2026: c.15.5%
2027: c.14.5%
Principal risk
Business performance risk – Failure
to grow income sustainably limits
profitability, constrains investment
capacity, and undermines long-term
strategic objectives.
10
Risk-adjusted margin
(%)
11.0%
Definition
Income after impairment as a %
ofaverage gross customer
interest-earning balances.
Strategic focus
Protect earnings quality by
maintaining disciplined pricing,
managing impairments and adapting
to market conditions.
Guidance
2026: >9.5%
2027: >9.0%
Principal risk
Market risk and credit risk – Rising
impairments or margin compression
erode returns, weaken resilience,
andrestrict future growth.
Strategic Pillar 3: Scale Profitably
Drive efficiency, capital discipline and sustainable returns.
FY23 FY24 FY25
11
Cost: income ratio
(%)
58.4%
Definition
Operating costs as a % of
totalincome.
Strategic focus
Enhance operational efficiency to
safeguard profitability, enable
reinvestment, and maintain
competitiveness.
Guidance
2026: High 40s
2027: Mid 40s
Principal risk
Operational risk – Failure to manage
costs effectively reduces profitability,
limits investment capacity and
undermines long-term
competitiveness.
13
Common Equity Tier 1 (CET1)
ratio (%)
16.5%
Definition
CET1 capital as a % of risk-weighted
assets measured in accordance
withthe Capital Requirements
Regulation (CRR).
Strategic focus
Maintain strong capital resources
tosupport growth and meet
regulatory requirements.
Guidance
>14.5%
Principal risk
Capital risk – Insufficient capital
limitsgrowth capacity and
strategicflexibility.
12
ROTE
(%)
2.3%
Definition
Profit attributable to shareholders as
a % of average tangible equity.
Strategic focus
Deliver returns on tangible equity to
support long-term value creation,
resilience and investor confidence.
Guidance
2026: Low double digits
2027: Mid-teens
Principal risk
Business performance risk – Failure
to deliver sustainable profitability
undermines strategic investment,
resilience and long-term
valuecreation.
14
Liquidity coverage
ratio (%)
306%
Definition
A regulatory measure that assesses
net 30-day cash outflows as a
proportion of high quality liquid
assets (HQLA).
Strategic focus
Ensure robust liquidity to meet
obligations and enable strategic
growth within risk appetite.
Principal risk
Funding and liquidity risk
– Insufficient liquidity threatens
resilience and operational continuity.
18.6
18.4
16.8
13.6
11.7
11.0
62.6
65.9
58.4
19.9
18.8
16.5
306
359
1,263
(7.0)
FY23 FY24 FY25
FY23 FY24 FY25 FY23 FY24 FY25
FY23 FY24 FY25
When I needed to build my credit score after some money problems, Vanquis was there to help. I’ve been with them
10+ years without a problem. Their customer service is excellent – always keen to listen and help. Thank you, Vanquis.”
Vanquis customer
FY23 FY24 FY25
2.3
1.9
21 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability
Stakeholder engagement
How we listen and respond
toourstakeholders
Effective engagement with stakeholders is
fundamental to how Vanquis operates and
howwe make decisions across the business.
Itinforms not only the products and services
weprovide to customers, but also how we
respond to stakeholder expectations around
sustainability performance and ESG matters.
We define stakeholders as individuals or groups
who have an interest in, or are affected by, our
business activities. We have identified six key
stakeholders groups that we prioritise for
engagement. These are: customers, colleagues,
suppliers, investors, government and regulators,
and our communities and wider society,
including the environment.
Customers
Our customer strategy is built on a deep
understanding of our customers’ lives and
needs. This insight informs how we design
and deliver our products and services, how
we use technology, and how we meet our
strategic priorities and commitments.
Customers choose Vanquis for inclusive,
reliable products and services that help
them build confidence and make the most
of life’s opportunities.
Colleagues
Our colleagues are central to the success
ofVanquis. We focus on attracting and
retaining talented and engaged people
who can innovate and help deliver our
strategic priorities and technology-led
transformation. Inreturn, we aim to provide
meaningful career development, fair reward
and recognition, and a diverse, inclusive
and healthy working environment that
offers flexibility and choice.
Suppliers
Our suppliers play an important role in
delivering our strategy and supporting the
long-term success of our business. A strong
and resilient supply chain enables us to
provide responsible and sustainable
products and services for our customers.
Inreturn, suppliers expect fair contractual
and payment terms, robust supply chain
standards and a commitment to positive
social, environmental and ethical impacts.
Investors
Our existing and future investors provide
the capital that enables us to deliver
ourstrategy and grow sustainably.
Inreturn, they expect disciplined financial
performance, efficient operations, strong
governance and risk management,
andclear, timely and high-quality
corporate information.
Government and regulators
Government and regulators are key
stakeholders for Vanquis. Through open
and proactive dialogue, we work to ensure
policymakers understand the customers we
serve and the important role responsible,
regulated credit plays in supporting
financial inclusion.
Communities and wider society
Our work in communities and wider society
helps bring our purpose to life. By investing
and generating positive social impacts
inlong-term partnerships, supporting
colleague volunteering and considering
ourenvironmental impact we aim to create
positive and lasting social outcomes.
A range of engagement mechanisms, as set
outin the table below, are utilised by us for
eachof our key stakeholder groups and
includeopportunities for effective dialogue and
feedback from stakeholders. Further information
on how the Board monitors the effectiveness of
stakeholder engagement and ensures that it,
where appropriate, influences its decision
making is set out on page 52 of thisreport.
22 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Sustainability continued
Stakeholder Engagement approach Results of engagement
Customers
5 Customer surveys, focus groups and market research on
arange of topics.
5 Regular use of communication channels such as applications
and websites.
5 Use of review platforms (e.g. Trustpilot) and
complaintsprocesses.
5 Engagement with, and feedback from, debt and money
advice sector organisations.
5 Inclusive design sessions to inform product and
servicedevelopment.
5 New brand was launched in June.
5 Customer stories published demonstrating how Vanquis products have helped customers manage their
personal financial situations.
5 We received customer input in the design of its new app and customers were involved in the beta and
roll-out phases to capture further improvements and report any issues.
5 In conjunction with inbest.ai, we launched a benefits checker to help customers identify if they are
missing out on financial support they are entitled to. Customer research completed ensured the
calculator met real needs.
5 A roundtable session held in March brought experts, charities and customers together to share
experiences of financial inclusion and access to credit. Four key recommendations were shared with
theFinancial Inclusion Committee, which focused on financial education and numeracy, access to
benefits, early indication of financial distress, and effective decline referrals.
Colleagues
5 There are a range of colleague-led groups in place that
enable our teams to connect and network, and support the
creation of an inclusive workplace culture, including
ourColleague Forum and five diversity and inclusion
affinitygroups.
5 We use several communication channels, with regular
updates on the Company and colleague-related news
delivered via Viva Engage, digital newsletters, in-person
events and regular livestream sessions, which enable
colleagues to engage in two-way dialogue.
5 The Company was accredited as a ‘Great Place to Work
®
’ in November following completion of the
Colleague Survey.
5 21 colleagues celebrated as ‘culture makers’ from 143 nominations across the business.
5 ExCo Open Doors launched in August providing colleagues the opportunity to have one-to-one sessions
with ExCo members.
5 Seven live-streamed Stay Connected events were held during 2025 sharing business updates and
successes, and answering colleague questions.
5 Save As You Earn scheme offered to eligible colleagues in September 2025.
5 New colleague benefits announced in July, including workation and buy and sell holiday.
5 In February, the Financial Times UK’s Best Employer survey ranked Vanquis at seventh in the banking
and finance services sectors and within the top 50 employers nationwide.
5 Colleagues provided 302 continuous improvement ideas, 56 of which have been put into action.
5 Across the year, webinars were held on a range of different topics (from building resilience to avoiding
burnout) via the inclusion and diversity wellbeing webinars.
Investors
5 Regular trading updates are provided to investors
viaourrefreshed Company website.
5 Investor roadshows, meetings and attendance
andparticipation at investor conferences.
5 There were regular discussions and briefings for investors
and analysts.
5 FY24 and 1H25 results presentations were held online
andincluded a Q&A session.
5 New investors joined the register during the year.
5 Increased industry press coverage.
5 Familiarity with the Group’s strategy and greater understanding of the Group’s business case.
5 Increased likelihood to attract overseas investment.
23 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Sustainability continued
Stakeholder Engagement approach Results of engagement
Communities and
wider society
5 Regular meetings and calls with charity and
communitypartners.
5 Participation in seminars and conferences that relate
tokeyissues (e.g. financial inclusion).
5 Internal communication channels used to inform colleagues
and provide ways that they can get involved in the
communities we serve.
5 We signed the Armed Forces Covenant to help veterans transition into meaningful careers after their
militaryservice.
5 A roundtable session held in March brought experts, charities and customers together to share
experiences of financial inclusion and access to credit. Four key recommendations were shared with the
Financial Inclusion Committee.
5 Colleagues were involved in numerous events to support local charities including the donation of
Christmas presents, supporting reading skills online, painting community centres, championing improved
numeracy skills and volunteering at foodbanks – the target of >2,400 hours volunteeringachieved.
Suppliers
5 Supplier onboarding process for new suppliers.
5 Ongoing due diligence process for new and existing suppliers.
5 Regular operational supplier meetings to review KPIs, as
well as raise and resolve any issues.
5 Gold standard award under the Fair Payment Code.
5 Enhanced operational resilience framework.
5 Board-approved operational resilience self-assessment.
5 The Third-Party Risk Management Policy was updated in September 2025 approved
bytheRiskCommittee.
5 Updated Modern Slavery Statement approved in March 2025.
5 Material contracts signed.
Government and
regulators
5 Regular meetings and calls with both the FCA and PRA
andother policymakers.
5 Engagement with regulators takes place via membership
oftrade associations (e.g. UK Finance) and advisors.
5 Participation in consultation exercises that relate to
proposed regulatory changes.
5 Contributed to Consumer Credit Act consultation.
5 CEO met FCA in June to provide input in the vehicle finance commission redress scheme and the Group’s
response to the consultation submitted in December.
5 CEO participated in an FCA panel discussion on ‘Regulating for Growth’.
5 CEO is on the Board of UK Finance.
5 CSREP completed during the year.
5 The Group participated in PRA’s thematic review of UK retail unsecured credit in July.
5 Chairman attended mid/small cap bank roundtable in October.
Our purpose to deliver caring
banking so that our customers can
make the most of life’s opportunities
is supported by our sustainability
strategy, which is organised under
thefollowing five key priorities
andunderpinned by our commitment
to ensure that we will conduct our
business activities by acting with
integrity and in a responsible and
ethical manner.
24 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Delivering caring banking
Helping our customers to be financially
included through the provision of
responsible and sustainable products
andservices.
Engaging with the communities we serve
bysupporting financial and social
inclusionand improving numeracy and
employability skills.
Maintaining an inclusive workplace culture
that is safe and engaging, and provides
opportunities for growth and development.
Ensuring we pay our suppliers promptly,
and supporting and respecting human
rights in our supply chains.
Minimising our impact on the environment
and working with others to act on the issue
of climate change.
Customers Colleagues
Communities and
wider society
Suppliers
The environment
Sustainability governance
Our sustainability strategy is aligned with our
purpose to deliver caring banking and ensures
that we conduct our business responsibly and
manage our ESG priorities (see page 25). Our
Board has oversight of the Vanquis Sustainability
programme and reviews it once a year. It also
delegates responsibility for aspects of sustainability
performance monitoring (e.g., in relation to climate
change-related risk reporting) to the Audit
Committee. Our Remuneration Committee also
ensures that a range of sustainability metrics
are included in the Annual Bonus Plan for the
Group’s executives. Additional information on
our governance can be found on pages 64
to128.
Our Executive Committee plays an important
role in supporting the delivery of the Group’s
sustainability strategy and routinely discusses
sustainability activities and ESG issues that are
material to the business and its key stakeholders.
In doing so, it is supported by our Climate Risk
Committee (see page 33) and Inclusion Community
(see page 28). It also reviews and approves the
Group’s programme of activities and its budget.
The day-to-day delivery of the programme
andour response to the ESG agenda are
carried out by our in-house sustainability team,
which is supported by colleagues from across
the business. This includes the colleagues who sit
on the various working groups we have in place
and oversee the management of environmental
and community investment matters.
A clear and strong purpose is fundamental tothelong-term success of our
business. It guides ourdecision-making processes and ensures we deliver
simple, affordable and flexible products that meet customers’ needs and
support financial inclusion. It also shapes how we work with partners
inthecommunities we serve, how we create an inclusive workplace,
andhowwe seek to minimise our impact ontheenvironment.”
Ian McLaughlin
Chief Executive Officer
25 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Stakeholder Measure Performance in 2025 Status Focus for 2026
Customers
Level of customer
satisfaction
Customer satisfaction across all products: 83.7 5 Improve customer satisfaction levels across our products
andservices.
5 Use customer insight to continually raise standards and deliver
improved outcomes for customers.
Total number of
customer complaints
Total number of complaints: 52,919 (2024: 87,561)
5 Continue to reduce the volume of customer complaints by
improving customer outcomes.
5 Continue to reduce complaint handling costs.
Colleagues
Workplace culture and
colleague engagement
Great Place to Work
®
Colleague Survey participation rate: 87%
(2024: 81%)
Great Place to Work
®
Trust Index score: 73% (2024: 60%)
5 Maintain Great Place to Work
®
certification.
5 Continue to identify opportunities to improve colleague
engagement and workplace culture in line with our
commitment to create a workplace where people feel valued.
Communities
Amount invested to
support our
communities
£929,125 invested to support our Foundation (2024: £1.4m) 5 Continue to invest in the communities we serve by supporting
financial and social inclusion and improving numeracy and
employability skills.
5 Continue to engage with colleagues to support their local
communities with their skills and talents through volunteering.
Suppliers
Prompt payment
ofsuppliers
98% of suppliers paid within 30 days (2024: 97%) 5 Continue to ensure that all suppliers are paid within 30 days.
5 Review and update our supplier due diligence process to
embed new diversity and inclusion questions within the
questionnaires we use.
The environment
Absolute scope 1 and 2
GHG emissions 2025
Total scope 1 and 2 GHG emissions: 469 tCO
2
e (2024: 500 tCO
2
e),
areduction of 6%.
Total scope 1 and 2 (and associated scope 3) GHG emissions:
584tCO
2
e (2024: 647 tCO
2
e), a reduction of 10%
5 Continue to identify opportunities to improve the energy
efficiency of the Group’s operations.
5 Conduct an internal review of our ability to meet the new
expectations set by PRA supervisory statement 5/25 –
Enhancing banks’ and insurers’ approaches to managing
climate-related risks.
Sustainability continued
Key
Achieved Partially achieved Not achieved
Our 2025 sustainability performance at a glance
26 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Snoop money management app
We continue to actively promote the Snoop app
to our customer base. Snoop uses Open Banking
to analyse the spending of customers and
suggest ways to save money across a number
of areas of personal finance. This helps our
customers to improve their creditworthiness and
their borrowing and debt management. It also
tracks customers’ regular bills and flags up when
they are higher than usual, sometimes offering
up cheaper providers they can switch to.
Benefits Checker
In 2025, in recognition that over £24bn of
income-related benefits and social tariffs in
Great Britain go unclaimed every year, we
launched the Vanquis Benefits Checker. This new
digital tool is designed to help customers quickly
and easily identify benefits and social tariffs they
may be entitled to, ensuring fewer households
miss out on vital financial support. The launch of
the Vanquis Benefits Checker follows a successful
partnership with Fair Finance, which has helped
20,000 people identify and claim over £34m in
entitlements since December 2024. The tool,
which ispowered by an Artificial Intelligence
platform, makes use of a simple, guided
questionnaire to identify potential benefit
entitlements, including Universal Credit, Pension
Credit, Disability and Carer’s Allowances, and
more. This enables users to answer straightforward
questions about their household, income, and
living situation, and they are then directed to
official pages where they can apply for
relevantbenefits.
Customers
Customer satisfaction
83.7
Customer numbers by product
5 Credit Cards: 1,339k (2024: 1,267k)
5 Vehicle Finance: 103k (2024: 110k)
5 Second Charge Mortgage: 9.9k
(2024:3.7k)
5 Savings: 81k (2024: 57k)
5 Snoop: 328k (2024: 293k)
Supporting the financial
inclusion of its customers
is at the heart of what
Vanquis does.
We do this by offering a range of credit
cards that are designed to suit different
needs and saving products through our
Vanquis brand, specialist Vehicle Finance
through Moneybarn, Second Charge
Mortgages via origination partners and
freeand easy-to-use money management
support via our Snoop app. We also know
that this commitment to support the
financial inclusion of our customers extends
to being there for them should health issues,
financial instability and other life events
impact their ability to manage their finances.
Measures in this pillar
5 Level of customer satisfaction
5 Total number of customer complaints
Supporting our vulnerable customers
We have a duty to support customers if they
experience financial difficulties, and our
colleagues play a vital role in providing this
support in the first instance. As such, all our
frontline colleagues are trained to recognise
characteristics of vulnerability and respond
appropriately to customer needs. This enables
our colleagues to respond appropriately when
acustomer shares a need or shows clear signs
of vulnerability, exercise judgement to adapt
tocustomer needs and take prompt action to
prevent harm and refer customers to in-house
orthird-party specialists when necessary.
This is why a key pillar of the Vanquis Foundation
focuses on working with specialist partners to
address issues such as customer vulnerability
and financial difficulties. By supporting these
organisations, our customers can access
independent and personal financial advice and
support if they encounter financial challenges.
27 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
The Money Charity
Vanquis has partnered with The Money
Charity, a charity that provides information,
advice and guidance to people of all ages
so that they can manage their money well
and increase their financial wellbeing,
since2013.
Throughout the year, our support for The Money Charity
enabled it to deliver 200 workshop hours to over 4,300
young people. The aim of these workshops is to provide
young people with building blocks to sound money
management, helping them to develop the skills,
knowledge, attitudes and behaviours they will need so
they can make the most of their money throughout their
lives. In addition, during 2025 we provided funding to
enable The Money Charity to continue publishing The
Money Statistics Report, which is widely used by financial
services companies, third sector organisations and the
media. This report, which is published monthly, is a
round-up of financial facts and figures that relate to
consumer confidence and whether challenges, such as
cost-of-living and energy crises, high interest rates and
the economic policies of the new US administration,
have affected the lives and finances of many people
across the UK.
Sustainability continued
Customers continued
Working with StepChange and
Christians Against Poverty
While we work to collect outstanding debt,
customers sometimes enter debt agreement
plans with leading free debt and support
charities such as StepChange and Christians
Against Poverty (CAP). We continue to accept
the offers of payment when customers have
sought advice from these charities, and a
financial assessment has been made of
theircircumstances. Through the ‘fair share’
agreements we have with these charities,
wecontribute almost 12% of any payment
wereceive from a customer who has entered
adebt agreement plan with the charities.
These contributions mean our business pays
for the debt advice received by the customer.
They provide the charities with financial
support so that they can continue to provide
free, independent advice. During 2025, we paid
£198,335 (2024: £254,777) to StepChange and
CAP in ‘fair share’ contributions.
IncomeMax support
We continue to support customers who are
experiencing financial difficulties by making
referrals to IncomeMax, a community interest
company that helps people to maximise their
household income by providing them with
independent advice and support to navigate
the complex welfare system. The income
maximisation process carried out by IncomeMax
involves the organisation completing an
assessment with customers who have been
referred to it, either by our frontline colleagues
or through the IncomeMax chatbot, and using
that information to assess whether the customer
is entitled to any additional benefits, grants,
orschemes, and how these can be claimed.
IncomeMax has also developed a toolkit which
provides our customers with access to valuable,
comprehensive signposting and self-serve
support where a formal referral is necessary.
Plain Numbers
Through our work with Plain Numbers, we are
working to improve the way we communicate
and explain important financial information
toour customers, so that they can fully
understand their financial situation and are
able to make better financial decisions and
deal with the challenges that life may throw
atthem. Since we started working with
PlainNumbers in 2023, we have used our
partnership to support our customer
communications and to improve content for
educational videos to explain some of the
terms that crop up in financial communications
and are often misunderstood by consumers.
Throughout 2025, we have used our partnership
to inform the development of the new mobile
app that we are launched in January 2026.
Case study
At Vanquis, we’re proud
of our partnership with
The Money Charity,
which helps to support
people from across
theUK to build the
skills and confidence
they need to manage
their money and
improve their
financialwellbeing.”
Ian McLaughlin
Vanquis CEO
28 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Shaping our culture
We recognise that the culture at Vanquis
shouldbe positive, supportive and dynamic,
where innovation thrives, personal growth is
supported, and colleagues feel valued, safe and
motivated. By having a culture that is informed
by our purpose and values, we can ensure that
it shapes our leadership, our ways of working
and the experiences we create for all our
colleagues. Ultimately, it builds an innovative,
high-performing and inclusive community where
colleagues feel motivated, valued and elect
tostay and develop their careers.
Throughout the year, colleagues from across
ourbusiness took part in a series of workshops
to help define the culture we want to build and
how it can be embedded across Vanquis. We’ve
created a simple, memorable culture statement
to guide the future of Vanquis - summed up in
the acronym ACT (see below).
Ambitious
Be ambitious and bold in our goals and
decisions, moving with pace and curiosity,
andembracing innovation.
Caring
Care for each other and our customers, creating
an inclusive, supportive and enjoyable place to
work where people can thrive.
Together
Together as one team, built on trust,
transparency and collaboration – challenging
each other to succeed together.
Inclusion and diversity
The ambition of our Inclusion and Diversity
Policy is to build and sustain an inclusive
cultureand diverse workforce, which will help
usto respond to our diverse customer base.
Itunderlines our commitment to treating
allcolleagues with respect and dignity and
prohibiting discrimination. It reflects our
commitment to recruit, train, develop, promote
and provide conditions of employment without
regard to race, colour, creed, religion, national
origin, gender, gender identity or expression,
sexual orientation, marital status, age, disability,
or any other characteristic.
The activities that are delivered in support
ofour Inclusion and Diversity Policy continue
tobe driven by our affinity groups, which are
colleague-led and sit at the heart of Vanquis’
Inclusion Community. The affinity group’s focus
on the following themes: disability, LGBTQ+,
gender balance, ethnicity and social mobility.
Our Inclusion Community and affinity groups
celebrated their five-year anniversary in 2025.
During this time, approximately 180 colleagues
who are actively involved in these groups helped
shape a range of policies and processes,
supported mentoring and peer circles, and
enabled colleagues from across the business to
celebrate and raise awareness of specific events
and milestones. During 2025, our affinity groups
influenced the creation of new policies on carer’s
leave and neonatal care leave, helped introduce
flexible bank holidays, continued to enhance
ourReasonable Adjustments Policy, helping us
better support colleagues’ individual needs.
They also ensured that we achieved the Silver
Standard inLGBT Great’s Inclusion Index
Benchmarking Tool for three years running and
supported colleagues, through their volunteering,
to take part in initiatives that facilitate social
mobility inthe communities we serve.
Colleagues
Great Place to Work
®
score
73%
FY24: 60%
Key Great Place to Work
®
results
5 Response rate: 87% (2024: 81%)
5 Colleagues agree that Vanquis is a
GreatPlace to Work
®
: 77% (2024: 51%)
5 Average score across all Great Place
toWork
®
statements: 75% (2024: 62%)
We are committed to
being an employer of
choice and creating
a workplace where
people feel valued,
empowered and inspired
to growtogether.
We know that by creating an inclusive
workplace culture, we will be well placed
toattract and retain the best people and
create a sustainable pipeline of engaged
and diverse colleagues, capable of
innovating and developing the products
andservices for the customers we have
now,as well as address any future
challenges and opportunities.
Measures in this pillar
5 Workplace culture and
colleagueengagement
29 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Colleagues continued
Inclusion and diversity continued
We made a commitment to improve gender diversity across the Group via the HM Treasury Women
inFinance Charter in March 2019. As part of this, we set a target to have 40% female representation
in the Group’s senior management population by December 2026. As of 31 December 2025, we had
the following gender balance:
Total
No. of
women
% of
women
No. of
men
% of
men
Vanquis Banking Group plc Board 8 3 38 5 62
Executive Committee 9 3 33 6 67
Senior leadership population 89 30 34 59 66
All Vanquis colleagues 1,293 627 49 666 51
We also engage with our colleagues on an
annual basis to collect information on other
diversity and inclusion categories.
1
This
information is summarised below:
5 13% (2024: 16%) of colleagues informed us
that they had a disability or long-term
health condition.
5 18% (2024: 17%) of colleagues informed us
that they come from a Black, Asian, other
White or minority ethnic background.
5 7% (2024: 9%) of colleagues informed us that
they were part of the LGBTQ+ community.
5 14% (2024: 15%) of colleagues have
caringresponsibilities.
1 This data is based on colleagues’ voluntary self-declaration
via our October 2025 Great Place to Work
®
Colleague
Engagement Survey, which accounts for 87% of the Vanquis
Banking Group workforce.
Further diversity and inclusion information
thatrelates to the FCA’s Listing Rules 6.6.6(9)
and6.6.6(10) is set out in the Nomination and
Governance Committee Report on pages 84
and85.
Employee engagement
We continue to measure engagement to show
how well we are doing at retaining the best
talent and to build our culture through our
annual Colleague Engagement Surveys. In 2023,
we changed the way we conducted Colleague
Engagement Surveys and started using the
Great Place to Work
®
model. We also set an
ambition to become certified as a Great Place to
Work
®
, which required us to achieve a response
rate to its core statements of 65% or more.
In2025, 87% of our colleagues responded to
ourannual Great Place to Work
®
survey, with
73% (2024: 60%) of colleagues rating the core
GreatPlace to Work
®
statements as “almost
always true” or “often true”. This means that we
have earned Great Place to Work
®
certification
for the first time, an achievement that reflects
our commitment to invest in leadership,
engagement and collaboration, and create a
working environment where all colleagues can
thrive and make a difference for our customers.
Great Place to Work
®
certification
isthe result of the effort, passion
and collaboration of colleagues
across the business, building
aculture we can be proudof.”
Elli Michaelides, Chief People Officer
Training and development
We care about our colleagues’ career journeys
and ensure that they are supported to take
ownership of their development and provided
with resources, guidance and opportunities to
develop new skills and grow. Since 2024, we
have provided all colleagues with free access
toLinkedIn Learning, a development platform
thatoffers video-based courses on a variety
oftopics including business, technology, and
people management. By having access to these
resources, our colleagues can develop new skills,
enhance their existing skills, or simply stay up
todate on the latest trends.
To support our HM Treasury Women in Finance
Charter target mentioned above, we have a
Women in Leadership programme that supports
women from across Vanquis to develop their
leadership and people management skills, and
work towards an associated Level 3 or Level 5
apprenticeship qualification. Since we launched
this programme in 2025, 21 women have
participated in this programme.
For the emerging leaders in our business,
wehave our Aspiring Leader development
programme, which enables colleagues who are
new to leadership and people management
towork towards a Level 3 Team Leader
apprenticeship qualification, and build the
skills,knowledge and confidence they need
when applying for new roles within Vanquis.
Colleague wellbeing
At Vanquis, we know that wellbeing is a key
partof our culture and supports our ambition
toattract, retain and empower the best people.
This is why we are committed to supporting our
colleagues by being flexible and empathetic,
and offering a wide range of tools and
resources tohelp them feel their best.
The wellbeing support package we have in
place includes access to digital support, which
enables colleagues to arrange convenient online
health consultations, our Employee Assistance
Programme phone line and a range of health
and wellbeing support services through the
Bank Workers Charity. We also have a network
of Mental Health First Aiders who have the skills
to spot the signs of a person experiencing poor
mental health, and the confidence to start a
conversation about how their wellbeing can be
supported. We also engage and consult with
our colleagues to create family friendly policies
that reflect our values and promote flexible
working options. In 2025, this saw us develop
and launch new policies and guidance on
neo-natal care, paid carers leave and flexible
bank holidays.
30 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Our Foundation supports initiatives and
activities across three key areas:
5 financial inclusion advice – partnering
withorganisations that provide money
advice and debt support;
5 education – backing programmes that
improve literacy, numeracy and career skills;
and
5 community – supporting social and financial
inclusion in the areas where we’rebased.
In 2025, we invested £929,125 in the communities
we serve via the Vanquis Foundation.
Supporting the numeracy agenda
At Vanquis we know how important numeracy
skills are in supporting financial wellbeing and
enabling people of all ages to use everyday
maths to help with budgeting, saving, shopping
smart, and planning for the future. This is why
we were delighted to be a lead supporter of
National Numeracy Day 2025, which focused on
the theme of money. During National Numeracy
Day on 21 May 2025, our colleagues volunteered
to support the delivery of a ‘My Maths Story
Assembly’ in several schools local to our offices,
and inspired pupils by sharing personal stories
about how numeracy has shaped their careers
and everyday lives, helping children see the
real-life value of maths. They also supported the
delivery of ‘Maths in the Real World’ classroom
sessions, which brought numeracy to life by
showing pupils how maths is used in a variety
ofjobs and day-to-day situations.
In partnership with National Numeracy, we
published our Financial Wellbeing Index, which
revealed that workers earning up to £40,000
are saving just 1% of their income, highlighting
widespread number confidence issues, low
financial resilience, and the urgent need for
improved financial capability across the UK.
Wealso partnered with the Professional Darts
Corporation’s Bullseye Maths initiative to
delivera special National Numeracy Day event.
Featuring darts player Nathan Aspinall and his
daughter Milly, the session engaged children
through fun, accessible numeracy activities that
promoted positive attitudes towards maths
andeveryday number use.
Supporting children and
youngpeople to develop
employability skills
In 2025, we have continued to work with the
Ahead Partnership, School-Home Support and
Social Mobility Business Partnership, and the
relationships we have with schools and colleges
in the communities surrounding our offices in
Bradford, Chatham, London and Petersfield, to
deliver sessions that engage with young people
who face barriers or are underrepresented within
our workforce, to build their aspirations, skills
and careers knowledge and support them to
think about what steps they could take towards
realising their future job prospects.
Communities
Cash £1,171,597
Management costs £114,549
Value of colleague time £77,271
Total £1,363,417
2024
community
investment
figures
Cash £784,125
Management costs £54,792
Value of colleague time £90,208
Total £929,125
2025
community
investment
figures
We believe that Vanquis
has a role to play in
having a positive impact
in the communities we
serve, which is why we
established the Vanquis
Foundation almost three
years ago.
Through our Foundation, we aim to improve
the lives of children and young people in
thecommunities where our customers live
and work by providing them with access
toeducation, social and financial inclusion,
and economic development opportunities.
Measures in this pillar
5 Amount invested to support
ourcommunities
31 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Communities continued
Supporting children and
youngpeople to develop
employability skills continued
During the year, over 59 colleagues supported
almost 150 schoolchildren and students by
working with our partners to deliver sessions on
the roles that exist within our sector, goal setting
and action planning, interview preparation and
practice and CV writing. This included working
with the Ahead Partnership to host a ‘Step into
Tech’ workshop at our Bradford head office on
4November 2025. During the day, 46 students
from the Co-op Academy Grange, Carlton
Keighley, and Dixons McMillan Academy took
part in workshop activities that were supported
by our colleagues and were designed to inspire
young women to explore exciting careers in
technology and digital.
Investing in Bradford’s communities
We continue to support local community groups
in Bradford to address a wide range of social
and financial inclusion issues. We do this via
theManjit Wolstenholme Fund, named after our
former Chair of the Board, which is managed on
our behalf by the Bradford District Community
Foundation. Through this fund, we provide
grants to grass roots community organisations
that work with children and young people to
increase their aspirations and empowerment,
develop confidence, resilience and life skills,
andaddress low education attainment and
inequity of opportunity. In 2025, we provided
£50,000 of grant funding to five community
organisations including:
5 Mary Magdalene – Using our grant
funding,the organisation will support
24disadvantaged young people in Bradford
to access the Duke of Edinburgh’s Award,
enabling them to develop essential skills,
confidence and resilience. The grant will fund
a dedicated Duke of Edinburgh Coordinator
and cover essential costs including camp
fees, venues, transport, equipment, training,
and resources. This project will ensure that
young people who are often excluded from
mainstream provision are given the chance
to thrive, grow, and be recognised for
theirachievements.
5 UpCycle – Through our grant funding,
UpCycle will deliver a five-day, hands-on
employability placement for 10 trainees.
Each trainee will complete 25 hours of paid
work experience in UpCycle’s Community
Bike Shop and carry out repairs, serve
customers and manage stock, while staff
willhelp them log technical and transferable
skills (such as teamwork, customer service
and mechanic skills). Trainees will be paid
the Real Living Wage for every placement
hour, recognising their contribution and
removing financial barriers to participation.
Supporting the Bradford 2025
Cityof Culture
We were proud to be a major supporter of the
Bradford district in its capacity as the UK’s City
of Culture during 2025. Through our support,
theRoyal Ballet and Opera, Opera North, and
Northern Ballet, delivered the Sing, Dance, Leap!
project. The aim of this mass participation
project was to help children to express how they
feel about themselves, and their city, through
ballet, opera, and the arts. It culminated with
more than 2,400 Bradford schoolchildren
performing a ballet and opera with professional
dancers, singers, and musicians at the newly
refurbished Bradford Live in June 2025.
Colleague volunteering
We are committed to harnessing the heart and
spirit of our colleagues to support their local
communities with their skills and talent, through
impactful and meaningful volunteering. This is
why all our colleagues can take two days off
work, fully paid, every year to volunteer for their
charity and local community causes. They can
also take time off to support Company-led
initiatives with one of our partners. As at
31December 2025, our colleagues volunteered
3,061 hours (2024: 2,586 hours) to support a
range of good causes, an 18% increase when
compared withFY24.
Throughout the year, our colleagues have
usedtheir two days, volunteering to be charity
trustees and school governors, and provide
technical support to local community initiatives.
The Company-led volunteering initiatives we
delivered during 2025 included team challenges
at community organisations near our offices, tree
planting, and other hands-on activities, as well
as online reading support for disadvantaged
children, sharing career advice with students
entering the workforce, and delivering maths-
themed assemblies to local primary schools.
Supporting children’s literacy
withonlinereading
Throughout the 2024/25 academic year, our
dedicated team of 35 volunteers has provided more
than 200 hours of one-to-one online reading
support to help children from disadvantaged
backgrounds develop a lifelong love of reading
and break the cycle of lowliteracy.
Fundraising
During the year, our colleagues went above
andbeyond to support charities and causes
close to their hearts, from running marathons
and climbing the Yorkshire three peaks, to
having cake bake sales and running a charity
golf day. At Vanquis, we are committed to
enabling them to make a difference in their
communities through their fundraising activities.
This is why we match their fundraising up to a
maximum of£500 per year, per organisation.
In2025, weprovided matched funding donations
thatamounted to £10,199 to charities such as
Alzheimer’s Research UK, the Thames Hospice,
RNLI, the Dogs Trust and many more.
It is an easy way to make
apositive impact on a
child’s life by giving up just
30 minutes per week during
term time and listening to
aninfant school pupil read
online. It is great to be able
to give something back,
especially when you see
thepositive effect you are
having when a shy child
comes out of their shell
andis happy to read
andchat to you.”
Product Development Manager
32 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
At Vanquis, we are committed to acting with
integrity and conducting our business activities
and relationships in a responsible and ethical
manner. Our aim is to create and maintain a
culture of transparency and trust, where
colleagues feel valued, safe and motivated
(seepages 28 and 29 of this report), and
whichtakes account of issues that matter to
stakeholders such as customers and suppliers,
and our impact on the environment (see pages
21 to 23 and 74 to 78 of this report).
Our Corporate Policy Statement
Our Corporate Policy Statement sets out our
commitments to operating responsibly, ethically,
legally and compliantly. It reflects our purpose
and values and encapsulates the minimum
standards of conduct and policy requirements
for all our colleagues.
For further information on this statement
andthe other policies referred to on this page
go to our website: vanquis.com.
Anti-bribery and anti-corruption
Our policy on anti-bribery and anti-corruption
sets out the Group’s zero-tolerance approach
tobribery and corruption and our commitment
to acting professionally, fairly and with integrity
in all its business dealings and relationships,
wherever it operates, and implementing and
enforcing effective systems and controls to
counter bribery and corruption. The policy
applies to all colleagues, contractors and
directors in relation to the business activities
undertaken by, or on behalf of, Vanquis.
Whistleblowing
Our Whistleblowing Policy and accompanying
programme includes an external third-party
helpline facility which enables colleagues and
third parties to confidentially report concerns.
The Vanquis Board oversees the integrity of the
Group’s arrangements on whistleblowing,
including policies and procedures.
Protecting human rights
Vanquis is committed to supporting and
respecting human rights and, as such, is
opposed to slavery and human trafficking in
both its direct operations and in the indirect
operations of its supply chains. As such, the
Company will not knowingly support or do
business with any organisation involved in
slavery or human trafficking. Our statement
onthe Modern Slavery Act 2015, along with
ourHuman Rights and Modern Slavery Policy
and Supplier Code of Conduct, can be found
onour website.
Technology, information security
anddata
Technology, information security and data
isaprincipal risk for Vanquis (see page 60)
andwe are committed to protecting our
infrastructure and assets, as well as handling
personal information responsibly, securely
andtransparently.
Our tax strategy
We are committed to ensuring that we pay
thetax we are legally required to pay in all
theterritories in which we operate, we comply
with all tax rules and regulations in those
territories and we safeguard our reputation
asaresponsible taxpayer. Our tax strategy,
which was last updated and approved by our
Board in December 2025, can be accessed on
our website.
Conduct
I’ve been with Vanquis for a
few years now and have found
them to be very good. Their
mobile app is easy to use
andmakes it simple to keep
track of your spending.”
Vanquis customer
33 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
Compliance statement
The climate-related financial disclosure, which relates to the year ended 31 December 2025, set out
inthe following section of our Annual Report complies with UK Listing Rule 6.6.6(8). It is therefore
consistent with the four pillars and 11 recommended disclosures of the Task Force on Climate-related
Financial Disclosures (TCFD). The disclosures made by Vanquis Banking Group plc also comply with
the Climate-related Financial Disclosure (CFD) Regulations 2022 and the UK Companies Act (that is,
sections 414CB(2A) (a to h)). The text and tables below and overleaf outline how these
recommendations and recommended disclosures have been addressed.
Governance
The Vanquis Banking Group plc Board has ultimate responsibility for identifying, managing and
reporting climate-related risks and opportunities and does this through an annual ESG update. It
also has overall accountability for the delivery ofthe Group’s ESG strategy and regularly reviews
performance in accordance with this strategy. TheBoard delegates elements of its responsibilities to
its committees (see below) to review and approve our climate-related disclosures and to review the
effectiveness of climate-related risks andopportunities in line with our risk management and internal
control framework (see pages 54 to 56).
Audit Committee Remuneration Committee Risk Committee
The Audit Committee supports
theBoard in reviewing the
climate-related disclosures made by
the Group annually in its Annual
Report and Financial Statements.
The Remuneration Committee assists
the Board in its oversight ofits
remuneration policies and practices
in relation to any ESG-related metrics,
including thosethat relate to the
climate change agenda.
The Risk Committee assists theBoard
by taking an active roleindefining
risk appetite and monitoring the risk
management and internal control
systems across the Group. This
includes any climate-related risks.
Executive Committee
The Group’s CEO is accountable for management oversight in relation to the progress being made
bythe Group in managing its strategic ESG objectives, including those that relate to climate change.
He is supported by the ExCo which is responsible for the day-to-day management of the business
and supports the operation of the business and informs decision making on matters not reserved for
the Board or its committees. The Executive Committee ensures climate-related matters are considered
and factored, where appropriate, into strategic decisions across the Group, which includes ensuring
the delivery of our ESG framework.
Climate Risk Committee
The Climate Risk Committee (CRC) is co-chaired by our Group Treasurer and Head of Strategic
Planning & Analysis who, along with colleagues from a range of different functions, provide guidance
and executive oversight of Vanquis’ climate risk management and reporting activities.
Internal audit
The Vanquis Internal Audit function will review the controls that are in place to manage and/or
mitigate climate-related risks as necessary. This was last done in 2023. It is anticipated that an
internal audit of our climate risk-related controls will take place over the next 12 to 18 months.
Strategy
Our strategy continues to relate to ensuring that climate-related risks are integrated into our business
strategy and decision making in areas such as operational resilience, customer service, and supply
chain management, and, where appropriate, capital allocation.
Climate-related risks are identified, assessed, managed and monitored in line with our risk
management and internal control framework, described on pages 54 to 56. When assessing
climate-related risks and opportunities, we use the time horizons set out below, which we updated
last year to better align with our budgeting and planning cycles. This enables us to continue to
consider the material climate-related risks and opportunities that relate to the current and future
products and services weprovide to our customers, as well as those that are relevant to our
operations and infrastructure (including our supply chain).
2025 climate-related financial disclosure
34 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
Strategy continued
Climate-related risks and opportunities assessment periods and time horizons
Short term Medium term Long term
0–1 year 1–5 years 5 years or more
This aligns with our annual reporting cycle and associated operationalactivities. This aligns with the financial and operational planning we use and provides
in-sight into developing risks and opportunities.
This enables us to consider the impact of changing climate-related transition and
physical risks on our business over the long term.
The climate-related physical and transition risks and opportunities we have factored into our strategy are set out in the table below. These have been identified through our impact assessment and scenario
analysis (refer to page 35 for further information on the scenarios and financial impact analysis ranges used). The risks are categorised as physical (which include acute, extreme weather events, and chronic,
long-term climate shifts in the UK), and transition risks (which relate to regulatory changes, technological innovations and customer demand changes), and the opportunities relate to meeting the needs of our
customers as climate-related policies are implemented and continuing to improve the energy efficiency of our operations and infrastructure.
Risk/opportunity type Risk/opportunity description Business impact Time horizon(s)
Physical risk (acute) There is a risk of increased severity of extreme weather events such as heatwaves,
hurricanes and flooding that disrupts our own operations and supply chains, and those of
our customers, colleagues and communities.
These events could have an impact on infrastructure, causing damage to buildings and
other assets, leading to wide-scale disruption to service delivery. They could also impact
the secured properties of our Second Charge Mortgage customers, which could have credit
risk implications.
Short and medium term
Physical risk (chronic) There is a risk that events, such as rising sea levels, coastal changes and higher average
temperatures and rainfall, impact regions and infrastructure that are material to our own
facilities/business premises, as well as the operations of the organisations in our direct and
indirect supply chains.
Such physical risks could lead to indirect economic and social impacts through supply
chain disruptions, subsequent impacts from infrastructure damage (e.g. in relation to
transport, communication and manufacturing processes) or market shifts (such as
increases in insurance premiums). They could also have credit risk implications for the
Group’s Second Charge Mortgage customers.
Long term
Transition risk (policy/legal) There is a risk that new or additional climate-related laws, regulations or contractual
commitments (e.g. in relation to energy usage or the manufacture of internal combustion
energy (ICE) vehicles) may result in increased compliance costs, taxes on emissions,
penalties or restrictions that relate to our business models and our stakeholders.
Such transition risks could impact both our operating costs and ability to meet the
demands of our current and future customers. The introduction of taxes designed to
improve energy efficiency could also have cost-of-living implications for our customers,
which has potential to expose the business to credit risks. These could have implications
forour revenue growth opportunities.
Medium and long term
Transition risk (reputation) By failing to deliver on our public net zero commitments there is a risk that we could be
exposed to reputational damage (e.g. that arises from greenwashing allegations) and
increased scrutiny from our customers, regulators, investors and colleagues.
Damage to our reputation because of poor environmental performance, including the
failure to meet any climate-related commitments or regulatory expectations, could result in
negative media attention and may impact customer or investor demand or result in aloss
of existing talent or the inability to attract new talent. This could lead to financial impacts
on revenues and/or financial penalties, legal challenges or fraud investigations.
Short, medium and
longterm
Opportunity – products
and services
There is an opportunity to develop and introduce new products and services that meet
both the needs of our customers and the requirements of emerging climate-related policies
(e.g. in relation to the financing of battery electric vehicles (BEVs)).
This could lead to increases in our competitiveness and the offerings we deliver to
customers, resulting in increased revenue growth opportunities.
Medium and long term
Opportunity – resource
efficiency and resilience
There is an opportunity to integrate low-carbon solutions into our operations and
infrastructure to further improve energy efficiency and reduce our carbon intensity.
Such opportunities could positively impact both our operating costs and ability to meet the
demands of our current and future customers. This could have implications for our revenue
growth opportunities.
Short, medium and
longterm
35 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
The scenarios used to test our business strategy and financial planning
We continue to undertake an annual scenario analysis to test whether our business strategy is sensitive to financial impacts associated with climate-related risks and opportunities. The approach we take to
undertaking our scenario analysis is reviewed annually. We have noted no material changes during FY25 and have made no updates to the scenarios used or the analysis carried out in the current year.
By undertaking an annual scenario analysis, we are able to identify the actual and potential impacts of climate-related risks and opportunities on our business, strategy and financial planning. In doing so,
we use the Group’s financial forecasts, operational footprint, customer data, supply chain information and environmental data, to create a representation of Vanquis. We also continue to use the following
three climate scenarios developed by the Network for Greening the Financial System (NGFS): Orderly, Disorderly, and Hot House World (further details on these scenarios are set out below). These scenarios
have been used because they provide a plausible representation of future climate based on potential trajectories of future levels of greenhouse gas emissions. The NGFS scenarios also couple climate risk
assessment models with macroeconomic and financial models to enable us to determine what climate change impacts and policies mean for the real economy and the financial system.
NGFS scenarios
Orderly Disorderly Hot House World
NGFS Net Zero 2050 NGFS Fragmented World NGFS Current Policies
Description:
5 Climate policies are introduced early and become increasingly
morestringent.
5 Global temperature is limited to 1.5°C.
Description:
5 Climate policies introduced are delayed and divergent leading to high
physical and transition risks.
5 Warming can be limited to <2°C resulting in lower physical risks, but may
result in higher transition risks.
Description:
5 Some climate policies are introduced but accompanying global efforts are
not sufficient.
5 Global warming predicted to increase within a range of 3°C to 5°C.
Key scenario factors:
5 Carbon/energy taxes/levies continue to be used and increase in use during
the next five years.
5 Investment in energy efficiency measures, renewable energy and carbon,
capture and storage are significant.
5 Physical risks are relatively low, but transition risks are high.
Key scenario factors:
5 Countries without net zero targets follow current policies, while other
countries achieve them only partially (e.g. 80% of the target).
5 Investment in energy efficiency measures, renewable energy and carbon,
capture and storage is patchy.
5 Some countries may experience low physical risks.
5 Higher transition risks compared to the Orderly scenario.
Key scenario factors:
5 Climate policies currently in place not maintained.
5 Higher dependence on fossil fuel extraction and use.
5 Transition risks are initially relatively low as limited action is taken.
5 Physical risks are severe, leading to irreversible changes.
In analysing the results of our scenario analysis, we continue to use a financial impact analysis to represent the estimated loss to the Group’s revenues over the next five years assuming that no mitigating
action is taken. The methodology used, which is based on our internal risk management processes, is rated in the following way: high (a loss impacting the income statement by more than 20% and/or by
more than £20m); medium (a loss impacting the income statement by between 10% and 20% and/or between £5m and £20m); and low (a loss impacting the income statement by between 5% and 10% and/or
by between £1m and £5m).
36 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
The impact of climate-related risks and opportunities on our business, strategy and financial planning
Physical risks Acute risks Chronic risks
Scenario Orderly Disorderly Hot House World
NGFS Net Zero 2050 NGFS Fragmented World NGFS Current Policies
NGFS risk rating Low Medium High
Financial impact/
risk to Group
Low Low Medium
Time horizon Short and medium term Medium and long term Long term
Impact In this scenario, there is likely to be more instances of extreme weather
events, such as heavy rain, high wind and heatwaves. ForVanquis, the
impacts of these events are likely to be minimal.
While climate-related physical risks also increase in this scenario, the
impact caused by, for example, extreme weather patterns, is much
smaller than in the Hot House World scenario. Under this scenario, it is
likely that more vulnerable parts of the world will be exposed to the
impacts of long-term changes in climate and weather patterns. In the
UK, there is likely to be significant regional variability in flooding impacts,
with large areas of the country not materially impacted by flood risk.
However, it is anticipated that there will be more instances of extreme
weather events, such as heatwaves, heavy rainfall and high winds, which
could disrupt our work environments and routines.
The greatest impact in physical risk is seen in this scenario as thecost
ofdamage caused by inland and coastal flooding, high windsand
subsidence is expected to increase as the global mean temperature rises.
This could pose a threat to the Group’s properties and infrastructure,
which,in turn, could impact our insurance or reinsurance costs, as insurance
companies could face higher payouts due to climate-related damages.
Thisscenario could also have the greatest consequences in terms of
colleagues’ productivity as extreme weather events may disrupt work
environments and routines,which could have implications for our customers.
Mitigation
measures
Vanquis continues to adopt the following actions in order to mitigate against the physical risks described above: continuing to maintain and test business continuity plans to ensure the continuity of our operations in arange of
situations, including those where an extreme weather event occurs; implementing measures to improve energy efficiency across the Group on an ongoing basis; and shifting to more sustainable, low-impact resources and
having a series of targets to achieve this aim (for example, to ensure that we use 100% renewable energy across the Group).
In terms of Vanquis’ exposure to physical risks, although it is accepted that extreme weather events may increase in number and severity compared to the present, they are unlikely to be as severe as those expected under the
Hot House World scenario. Further, the direct financial impacts associated with these events are considered to be minimal for Vanquis because our four main offices in Bradford, Chatham, London and Petersfield are leased,
and insurance is in place to help mitigate the impacts of such physical risks. We will continue to monitor the exposure of our main offices to surface water flooding and river/sea flooding using resources made available by the
Environment Agency. According to the Agency’s National Flood Risk Assessment (NaFRA) data (updated August 2025), which uses bespoke software to integrate detailed local flood risk models into a national picture, the
long-term flood risk relating to our four main properties is as follows:
Surface water flooding River and sea flooding
Property
Yearly chance
of flooding
Yearly chance
of flooding between
2040 and 2060
Yearly chance
of flooding
Yearly chance
of flooding between
2036 and 2069
Bradford Very low Very low Very low Very low
Chatham Very low Very low Very low Very low
London Very low Very low Very low Very low
Petersfield Very low Very low Very low Very low
We will continue to monitor the Environment Agency’s NaFRA data to assess the exposure of the Group’s main premises to long-term surface water, and river and sea flood risk.
37 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
The impact of climate-related risks and opportunities on our business, strategy and financial planning continued
Physical risks Acute risks Chronic risks
Scenario Orderly Disorderly Hot House World
NGFS Net Zero 2050 NGFS Fragmented World NGFS Current Policies
Mitigation measures
continued
We have also used the NaFRA data, along with available data from the Scottish Environmental Protection Agency and Natural Resources Wales, to assess the exposure of the Group’s Second Charge Mortgage customers to
flood hazards and risks. This assessment used publicly available data to determine the flood risk of the land around the houses of our customers, not the houses themselves. It enables us to assess the susceptibility of the
secured properties of our Second Charge Mortgage customers to incidents of both surface water and river/sea flooding, which could have credit risk implications for these customers. This analysis is set out below:
Surface water flooding River and sea flooding
% of Second Charge Mortgage customers
Yearly chance
of flooding
Yearly chance
of flooding between
2040 and 2060
Yearly chance
of flooding
Yearly chance
of flooding between
2036 and 2069
High 4% 5% 1% 1%
Medium 4% 5% 1% 1%
Low 8% 9% 3% 1%
Very low 84% 81% 95% 93%
Data not available 0% 0% 0% 2%
The scores set out above are weighted by risk level and type and take account of the efficacy of any flood defences that are in place. A significant proportion of the properties of our Second Charge Mortgage customers are in
areas where there is either a very low or low risk of surface water and/or river and sea flooding. Current contractual terms at origination require properties in areas with high chance of flooding tohave specific flood insurance.
Flood risk impacts on our Second Charge Mortgage portfolio will continue to be monitored, with exploration as to how they can be reflected in the origination partnership agreements with Interbridge Mortgages andSelina Finance.
38 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
The impact of climate-related risks and opportunities on our business, strategy and financial planning continued
Transition risks Policy and legal risks
Scenario Orderly Disorderly Hot House World
NGFS Net Zero 2050 NGFS Fragmented World NGFS Current Policies
NGFS risk rating Medium High Low
Financial impact/
risk to Group
Low Low Low
Time horizon Medium and long term Long term Medium and long term
Impact This scenario assumes a decline in total global GHG emissions, with
advanced economies leading the way, met through a combination of
policy and legal interventions resulting in the rapid deployment of clean
energy technologies, energy efficiency and consumer demand reduction
for carbon-intensive products and services. In this scenario, it is
anticipated that carbon removal costs are predicted to be volatile,
which could have implications for Vanquis in terms of our ability to
achieve our net zero by 2040 ambition. As such, the uptake and costs
associated with carbon removal will continue to be monitored. Further, if
the price ofcarbon increases as expected in this scenario, there is scope
for the costs associated with our operations and travel and transport to
increase, which could have implications for the Group’s revenues.
Ourcurrent analysis (see page 39) indicates that the Group’s exposure
to this risk islow as, despite the anticipated increasing carbon price, the
costs associated with our scope 1 and 2 GHG emissions remain well
below theloss impacting the profit and low statement threshold
describedabove.
This scenario assumes delayed and divergent climate policy response
among countries globally. This sees countries with net zero targets
partially achieving them and the other countries continuing with current
policy and legal interventions. In these circumstances, carbon prices
andamounts of investment are different across geographies, with
somecountries’ ambitious efforts being undermined by limited action
insome others. At the same time, climate policies differ significantly
across sectors; the transport and buildings sectors experience carbon
prices three times as high as the rest of the economy. The combination
ofthese misaligned efforts across countries and sectors leads to higher
transition risks, which could contribute to decreasing the Group’s revenues.
However, our analysis indicates that the Group’s exposure to this risk
islow.
In this scenario, we would not see the impact of transition risks, but
wewould expect to see the impact of physical risk in the long term.
However, as discussed above, we would expect an adverse overall
economic outcome, but do not consider it possible to accurately
quantify these impacts at this stage.
Mitigation
measures
The measures we will adopt in order to mitigate against these transition risks and ensure that our strategy responds to any potential opportunities include: continuing to analyse the impact of the price of carbon on our
operations and travel and transport activities annually to determine whether there are any revenue implications; continuing to engage with our customers on the benefits of using our Vehicle Finance products to purchase
battery electric vehicles (BEVs)/hybrid vehicles, and at the same time, engaging with our stakeholders to gain further insight into the used BEV market and the current state of the charging infrastructure in the UK; and
continuing to monitor customer default rates due to increased costs (e.g. as a result of cost-of-living increases).
39 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
Carbon price analysis
By applying carbon prices from the Department for Energy Security and Net Zero’s ‘traded carbon values used for modelling purposes’ research and analysis (December 2024) in the range of £78 per tonne
of carbon (the anticipated price of carbon in 2030 in a Net Zero Strategy Aligned scenario) to £154 per tonne of carbon (the anticipated price of carbon in 2050 in a Hot House World scenario) to our 2025
scope 1, scope 2 and associated scope 3 GHG emissions of 584 tonnes of CO
2
e, our analysis indicates a carbon price risk of between circa £45k and £90k. This falls well below the minimum financial impact
threshold of £5m described on page 35.
Transition risks Reputational risks
Scenario Orderly Disorderly Hot House World
NGFS Net Zero 2050 NGFS Fragmented World NGFS Current Policies
NGFS risk rating Low Low Medium
Financial impact/
risk to Group
Low Low Low
Time horizon Short, medium and long term Medium and long term Medium and long term
Impact Failure to act in a proportionate way to the climate change agenda
haspotential to damage the Group’s reputation, which could impact
customer or investor demand or result in a loss of existing talent or the
inability to attract new talent. This, in turn, could result in adverse revenue
implications in the short, medium and long term. To help mitigate this risk,
the Group is committed to reaching net zero by 2040by equalising or
lessening the emissions that are emitted into the atmosphere and has
also set SBTi-approved carbon reduction targets. In addition, the Group
remains committed to sharing information on its environmental
performance generally, and the climate risk agenda specifically,
withstakeholders through its annualdisclosures and submissions to,
forexample, the CDP.
In this scenario, it is anticipated that the potential reputational damage
described in relation to the ‘Net Zero 2050’ scenario could apply leading
to negative media attention or changes in consumer, colleague, investor
and other stakeholder preferences, which could contribute to reducing
the Group’s revenue and/or market share. Assuch, the Group will
continue to deliver on its net zero by 2040 ambition and SBTi-approved
carbon reduction targets, as well as engage with its stakeholders.
In this scenario, as mentioned above, it is expected that global climate
policy ambition would be severely delayed. This could lead to negative
media attention or changes in consumer, colleague, investor and other
stakeholder preferences, which could contribute to reducing the Group’s
revenue and/or market share. However, it is anticipated that these
impacts could take longer to be realised or could be generated by
specific stakeholders or in specific locations (e.g. within the Group’s
supply chain).
Mitigation
measures
The actions the Group will adopt in order to mitigate against this transition risk and ensure that our strategy responds to any potential opportunities include: continuing our net zero target by 2040 journey by continuing to
adopt sustainable energy sources, implement energy efficiency measures and engage with our suppliers to encourage them to reduce their own carbon emissions; delivering on our SBTi-approved carbon reduction targets;
andensuring that the remuneration of the executive directors is partly linked to our progress in meeting the Group’s ESG-related goals and targets.
40 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related
financial disclosure
continued
Analysis of climate-related
opportunities
We continue to review opportunities that will
enable us to introduce new products to our
customers that accommodate their needs and
meet emerging climate-related policy and
regulatory changes. This includes opportunities
that relates to enabling our Vehicle Finance
customers to use their loans to purchase battery
electric vehicles (BEVs) or hybrid electric vehicles.
However, the affordability of BEVs continues to
be the main barrier to ownership for the Group’s
Vehicle Finance customers. The average loan
amount for our Vehicle Finance customers stood
at £8,924 in 2025. This compares to the average
price of a used BEV which, in August 2025, was
£22,162 (source: Marketcheck – UK Automotive
Sales Data).
Of the 103,036 ‘live’ customers that are currently
served by our Vehicle Finance business, 3.4% of
these have used their loan to purchase a BEV
car or light commercial vehicle (see tables below
for further information).
Further, the lack of access to private charging at
home continues to be a barrier and contributes
to a two-tier society when it comes to the cost of
EV charging. According to Zapmap, the average
price of the slower public charging options in
January 2026 was 17p per mile compared to the
7p per mile average for at-home charging.
New/used vehicle
% of Vehicle
Finance customers
New vehicle 0.59% (2024: 0.66%)
Used vehicle 99.41% (2024: 99.34%)
Total 100%
Fuel type
% of Vehicle
Finance customers
Diesel 55.76% (2024: 58.19%)
Petrol 37.88% (2024: 37.47%)
BEV 3.40% (2024: 1.09%)
Hybrid electric 0.67% (2024: 2.33%)
Electric diesel 2.07% (2024: 0.14%)
Gas bi-fuel 0.19% (2024: 0.03%)
ND 0.03% (2024: 0.75%)
Total 100%
We are now also continuing to report on the
carbon intensity of the vehicles that we finance
through our finance products (see table below).
CO
2
classification of vehicles
(kg of CO
2
per mile)
% of Vehicle
Finance customers
0 = > x < 50 5.62% (2024: 4.09%)
50 > = x < 100 8.20% (2024: 9.77%)
100 > = x < 110 12.35% (2024: 13.38%)
110 > = x < 120 15.36% (2024: 15.86%)
120 > = x < 130 14.53% (2024: 14.87%)
130 > = x < 140 12.79% (2024: 12.73%)
140 > = x < 150 8.33% (2024: 8.09%)
150 > = x < 200 19.28% (2024: 18.07%)
> 200 3.35% (2024: 2.89%)
ND 0.20% (2024: 0.25%)
Total 100%
The resilience of our strategy,
takinginto consideration different
climate-related scenarios, including
a 2°C or lower scenario
Through our scenario analysis we consider our
business to be resilient to the risks we have
identified. This assessment is supported by the
mitigating actions described on pages 36 to 39.
In preparing the Group’s financial statements
(see pages 137 to 198), we have considered the
impact of the results of our scenario analysis
and climate-related risks on our financial
performance, and while the effects of climate
change represent a source of uncertainty, there
has not been a material impact on our financial
judgements and estimates due to the physical
and transition climate-related risks in the short
to medium term.
Risk management
The process for identifying, assessing and
managing climate-related risks is performed at
a Group level and follows our risk management
and internal control framework described on
pages 54 to 56.
Identifying and assessing
climate-related risks
Our risk management and internal control
framework allows for the ongoing identification,
assessment and reporting of the climate-related
risks and opportunities we face as a business.
Wecontinue to use this framework to identify
potential exposure to climate-related risks
viatheassociated physical risks and transition
risks. Indoing so, we use the time horizons
described above to classify the climate-related
opportunities and risks, aligned to our strategy
and business plans.
As with all the principal risks, and any Level 1
risks, this framework sets out the high-level policy
requirements and control principles that are in
place and those responsible for managing both
the overall risk and the relevant mitigating controls
for further information. The effectiveness of the
framework is underpinned by four key attributes:
a strong risk culture, clearly defined risk appetite,
robust risk governance, anda three lines of
defence approach to risk management
(seepage 56 for more information).
Climate risk isa Level 1 risk within the Group’s
risk taxonomy and is included within the
regulatory principal risk (P2) (see page 57 for
further detail). All risks are subject to ongoing
monitoring and annual review to identify
changes that may affect the Group’s risk profile.
Monitoring and managing
climate-related risks
To ensure the climate-related risks referenced
above and their potential financial impact on
our business are monitored and managed on
anongoing basis throughout the year we use
several processes. These include: monthly risk
appetite reporting using metrics that relate
tocarbon pricing; customer default rates;
operational impacts associated with extreme
weather events and the progress being made
inrelation to our net zero target; and a Risk and
Control Self-Assessment (RCSA) process for
climate risk, which enables us to identify, analyse
and understand the related controls that are in
place, and to evaluate these against our risk
appetite and the desired risk levels, to determine
whether any improvements need to be made.
Regular updates are also provided to the
Board’s Risk Committee on the progress made
interms of delivering mitigating activities that
relate to the Group’s climate risk.
The CRC supports the embedding of the
riskmanagement approach for identifying
andassessing climate-related risks and
mitigating controls. Based on the monitoring
thathas been undertaken during 2025, the
CRCcontinues to recommend that a ‘risk
cautious’ appetite for exposure to climate risk
isadopted and supports the implementation of
acontrol framework that prevents significant
customer orstakeholder detriment, regulatory
non-compliance and/or reputational damage
asa result of climate change.
41 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related
financial disclosure
continued
Integrating climate-related risks
into our risk management policies
and processes
The climate-related risks and opportunities we
have integrated within our risk management
and internal control framework are continually
monitored. This enables us to evaluate the
significance of our risks based on their likelihood
and impact, and to prioritise their management
on an ongoing basis. Through this framework,
we also monitor the environment for new and
emerging risks and keep up to date with any
evolving regulatory requirements. For example,
through the CRC meetings that took place
during 2025, we have been able to monitor and
discuss developments regarding the draft UK
Sustainability Reporting Standards (UK SRS) that
were published for comment by the UK
Government’s Department for Business and
Trade in June 2025.
Metrics and targets
The following section summarises the metrics we use to manage climate-related risks and to realise the climate-related opportunities described above,
and to measure our scope1, scope 2 and scope 3 GHG emissions, as well as to track overall progress including against our ambitions and initiatives.
These metrics are associated with a specific risk and opportunity category and ensure that any progress made towards mitigating a risk or realising an
opportunity is recorded and reported.
Risk/opportunity
category Aspect Metric Target Progress/explanation
Physical risk Extreme weather Disruptions due to extreme weather
events: Number of insurance claims
Keep insurance claims at 0. 0 (2024: 0).
Transition risk –
policy/legal
Net zero challenge Reduce scope 1, 2 and 3 GHG
emissionsreporting
Net zero by 2040 (relating to the Scope 1,
2 and 3 emissions that arise from
ouroperations).
See GHG emissions table on page 42
and the ESG data table on the Group’s
website.
Science-based targets Carbon reduction Reduce scope 1 and 2 GHG emissions by
39.9% by 2028 from a 2021 base year.
78% of suppliers by spend covering
purchased goods and services will have
science-based targets by 2027.
Our scope 1 and scope 2 GHG emissions
have reduced by 62% from a 2021
baseyear.
Currently, c. 45% of our suppliers by
spend have set science-based targets.
Energy usage Renewable energy use Continue to use 100% renewable
electricity across our business premises.
We continue to use 100% renewable
electricity across the business premises
where we have full control of utility
usage.
Transition risk –
reputation
Supplier engagement Monitor suppliers in line with the Group’s
ESG commitments
See SBTi-approved target above. All materially significant suppliers continue
to be engaged on the climate risk agenda
via our due diligence process.
Investor Relations Investor sentiment and perception
regarding the Group’s ESG performance
Continue to participate in the CDP,
FTSE4Good Index andS&P Global
Corporate Sustainability Assessment.
During the year, we engaged with the
CDP, FTSE4Good Index and S&P Global
Corporate Sustainability Assessment.
Transition opportunity
– marketopportunities
Customer
engagement
Customer sentiment andperception
regarding their ability to transition to
alow-carbon economy as well as the
Group’s ESGperformance
Number of Group customers using our
Vehicle Finance products to purchase
BEVs andhybrid electric vehicles.
3.4% of the 103,036 ‘live’ customers
currently served by our Vehicle Finance
business have used their loan to
purchase a BEV car or LCV.
Customer attitudes and perceptions
towards buyingBEVs.
See page 40.
Engagement with policymakers to
support the uptake of BEVs by consumers
in the mid-cost and near-prime parts of
the consumer credit market.
We have continued to monitor
developments in the BEV market
regarding their affordability and access
to at-home charging points.
42 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
GHG emissions inventory (SECRreporting)
We report our GHG emissions and energy usage data in accordance with the UK SECR Policythat has
been implemented through the Companies (Directors’ Report) and Limited Liability Partnership
(Energy and Carbon Report) Regulations 2018. The table below covers the Group’s performance for
2024 and 2025. The scope 1 and scope 2 GHG emissions, and energy use figures relate to the UK.
Year FY2025 FY2024
Scope 1 GHG emissions (tonnes of CO
2
e) 196 111
Gas use 53 107
Diesel and petrol use 0.5 4
Fugitive emissions from air conditioning systems
1
142 —
Scope 2 GHG emissions (tonnes of CO
2
e)
Electricity use (market-based emissions)
2
59 371
Electricity use (location-based emissions) 273 388
Scope 3 GHG emissions (tonnes of CO
2
e)
Scope 3 associated category 3 ‘well-to-tank’ emissions 115 275
Scope 3 category 1 – purchased goods and services
3, 4
31,333 23,440
Scope 3 category 3 – fuel and energy-related activities
(notincludedinscope 1 and 2) 325 147
Scope 3 category 5 – waste generated in operations 2 2
Scope 3 category 6 – business travel 1,050 1,080
Scope 3 category 7 – employee commuting
5
952 1,124
Scope 3 category 15 – investments
6
114,272 262,417
Total energy consumed (kilowatt hours) 1,544,320 1,877,843
Scope 1 and 2 (and associated scope 3 GHG emissions intensity ratio
(kgof CO
2
e per customer) 0.33 0.43
1 The fugitive GHG emissions that arise from the use and maintenance of the air conditioning systems and units in our offices are
reported for the first time in FY25. This is why there is no comparable data for FY24.
2 The market-based emission factor from one of our two electricity suppliers, which provides electricity to our London office, are in CO
2
and not CO
2
e (i.e. do not include non-CO
2
emissions). The emission factor used in the market-based method for this supplier covers
the period 1st April 2024–31st March 2025 only. The electricity provided to our other offices in Bradford, Chatham and Petersfield is
100% renewable and therefore has a market-based emission factor of 0.
3 When calculating the suppliers’ carbon emissions using the spend-based method, we have used the US Environmental Protection
Agency Economically Extended Input-Output methodology which uses the North American Industry Classification System (NAICS)
emission factors. These emission factors were published in 2023 and provide kg of carbon dioxide equivalents per 2022 USdollar
(USD). As such, our supplier spend figures have been converted into USDusing an exchange rate of GBP1 to USD1.34. In addition,
an inflation rate of £1.15 has been implemented to ensure accuracy and transparency. Specific GHG emission factors that relate to
specific NAICS code categories have been applied to 80% of the Group’s suppliers by spend, with a NAICS code average emission
factor applied to the remaining 20% of suppliers by spend.
4 In the absence of wastewater treatment volume data for some offices, we have assumed that the wastewater treatment volume
figures are the same as the water supply volume figures; this approach results in an overestimate of the total water treatment volumes.
5 Employee commuting to work GHG emissions are calculated using feedback from our 2025 colleague travel survey.
6 The GHG emissions from the vehicles that are financed by the Group are based on the number of live vehicle finance agreements
forthe 2025 reporting period. The methodology used to calculate these emissions aligns with the PCAF Standard which relates to
measuring and reporting scope 3 category 15 emissions. In calculating these emissions, we have assumed an average mileage of
7,100 miles per annum (2024: 12,000 per annum) based on the UK Government’s Department for Transport National Travel Survey
(August 2025) and used real-world category average emission factors published by Department for Energy Security and Net Zero.
Year on year changes in GHG emissions
The increase in the scope 1 GHG emissions we have reported is due to our reporting of fugitive
emissions from the air conditioning systems and units in our business premises for the first time in
2025. The reduction in our scope 2 emissions is due to the energy efficiency measure we continued
tointroduce in our offices during 2025. Finally, our use of the more accurate US Environmental
Protection Agency Economically Extended Input-Output methodology and Partnership for
CarbonAccounting Financials (PCAF) standard has resulted in our reported scope 3 category 1 and
scope 3 category 15 GHG emission increasing and reducing respectively.
Energy efficiency measures
Initiatives undertaken during 2025 to improve energy efficiency include the relocation of the
Bradfordhead office into smaller premises in September 2025, which has reduced energy consumption
and resource use; amending the heating and cooling parameters in all other offices in line with
accommodation rates; and reducing the business travel to our outsource partners in South Africa.
Data dependencies and limitations
Calculating our scope 3 upstream GHGemissions
Our scope 3 upstream emissions for category 1 (purchased goods and services) are calculated
usinga spend-based methodology, which involves estimating these emissions based on the value
ofthe goods and services that we purchase from our suppliers. This has been done this year by
calculating the economic value of the goods and services we procure and multiplying this figure by
the Economically Extended Input-Output (EEIO) emission factors that have been published by the US
Environmental Protection Agency (EPA). The most up-to-date US EPA EEIO emission factors were
published in 2023. As a result, an inflation rate has been added to our economic value figure. While
these factors are more granular and regularly updated than the ones previously used, they can lead
to some volatility in the scope 3 category 1 GHG emissions data that is reported because of its
reliance on estimates and average emission factors. Also, our ability to identify, analyse, and monitor
GHG emissions reduction efforts related to purchased goods and services is restricted when the
spend-based method is employed. This is because the main way to reduce GHG emissions when a
spend-based method is used is to reduce spending, which is not a viable option and may not align
with our wider businessgoals.
Calculating our scope 3 downstreamemissions
Our scope 3 category 15 GHG emissions, which relate to the vehicles financed by the Group are
calculated using a methodology that is aligned with the GHG Protocol and PCAF standard. This
methodology: considers only vehicles with outstanding loans that appear on the year-end balance
sheet; calculates an attribution factor (%) for each vehicle based on outstanding loan amount at
year end divided by the value of the vehicle at origination and is applied to the estimated annual
emissions of that vehicle to calculate the emissions that should be reported by the Group; anduses
an average mileage per year assumption of 7,100 miles which is based on the most recent National
Travel Survey carried out by the UK Government’s Department for Transport.
43 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Sustainability continued
2025 climate-related financial disclosure continued
Data dependencies and limitations
continued
Limitations of climate scenarioanalysis
An important aspect of our climate-related
financial disclosure involves undertaking an
analysis using prescribed scenarios. It should be
noted that these scenarios are not forecasts and
do not seek to predict future outcomes. Rather,
they are forward-looking projections of risk
outcomes that focus on: identifying physical and
transition risk scenarios; linking the impacts of
these scenarios to financial risks; assessing any
sensitivities to those risks; and extrapolating the
impacts of those sensitivities to calculate an
aggregate measure of exposure and potential
losses. They do not and cannot reflect all
potential future pathways. Furthermore, the
NGFS scenarios that are used in our analysis
may overestimate or underestimate systemic
climate-related risks.
Cautionary statement
This disclosure is presented for information and
reference purposes only and should not be
treatedas giving any form of advice. Its
preparation is based on reviews and analysis
ofour internal data, which is from management
systems separate from those that form part of our
financial reporting internal controls framework.
Whilststatements made within the disclosure
arepresented in good faith and based upon
sources expected to be reliable, their accuracy
isnot guaranteed. For certain information within
the disclosure, preparation has included various
key judgements, assumptions, and estimates,
some of which aresummarised above. Where
information is presented from a public or
third-party source, ithas not been assured in
accordance with the International Standard on
Assurance Engagement (ISAE) 3000 (Assurance
Engagements other than Audits or Reviews of
Historical Financial Information) and the relevant
subject matter specific ISAE standard for GHG
data (ISAE 3410, Assurance Engagements on
Greenhouse Gas Statements). Any third-party
opinion or views disclosed in this report are
those of the third parties themselves, and not of
Vanquis Banking Group. The Group recognises
that climate-related reporting is not yet subject
to the same standardised disclosure framework
as traditional financial reporting which has
potential to result in non-comparable
information or measures between companies
and between reporting periods as disclosure
frameworks continue to evolve.
44 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Financial review
Dave Watts
Chief Financial Officer
Disciplined strategic execution in 2025 meant
theGroup was able to deploy capital to deliver
accelerated balance growth, while returning
toprofitability. This resulted in gross customer
interest-earning balances increasing 22%
to£2,824m.
The Group delivered a profit before tax from
continuing operations of £8.3m (2024: loss of
£138.0m) and a ROTE of 2.3% (2024: (32.1)%).
The Group optimised its capital structure
through a successful Additional Tier 1 (AT1)
issuance, which enabled the accelerated growth
in interest-earning balances.
Net interest margin reduced 1.7% to 16.8% as
planned, driven by the mix effect of growing
lower-margin, lower-risk Second Charge Mortgages.
Performance was supported by strong
creditquality, with customers demonstrating
financial resilience.
Management has continued to demonstrate
strong cost discipline, delivering £28.8m of
transformation cost savings in 2025.
The transformation of Vanquis continues to be
delivered and the Group has a credible pathway
to deliver low double-digit ROTE in 2026 and
mid-teens ROTE in2027.
Income statement
2025
£m
2024
(re-presented)
1
£m
Change
%
Interest income 567.2 549.9 3
Interest expense (148.8) (142.0) 5
Net interest
income 418.4 407.9 3
Non-interest
income 36.5 38.5 (5)
Total income 454.9 446.4 2
Impairment
charges (181.1) (185.3) (2)
Risk-adjusted
income 273.8 261.1 5
Operating costs (265.5) (399.1) (33)
Profit/(loss)
before tax
fromcontinuing
operations 8.3 (138.0)
Tax (charge)/
credit (0.3) 17.4
Profit/(loss)
after tax from
continuing
operations 8.0 (120.6)
Profit after tax
from discontinued
operations 0.7 1.3 (46)
Statutory profit/
(loss) after tax 8.7 (119.3)
AT1 distributions
(gross of tax) (0.5) — 100
Statutory profit/
(loss) attributable
to shareholders 8.2 (119.3)
Disciplined execution
driving balance
growth and a return
to profitability
1 The presentation of the income statement and selected key metrics in this report is consistent with that in the Annual Report and
Accounts for 31 December 2024, with the exception of the impact of the sale of the Personal Loans portfolio, which is now recognised as
a discontinued operation and the re-segmentation of interest income, interest expense and operating costs by product. Further details
are included in the 2024 re-presentation document at the following link: Vanquis-Banking-Group-2024-Re-presentation-Document.pdf.
45 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Financial review continued
Income statement continued
Certain alternative performance measures
(APMs) have been used in this report. See pages
196 to 198 for an explanation of their relevance
as well as their definition.
The Group has rationalised its use of APMs,
which are summarised on pages 196 to 198,
including an explanation of their relevance as
well as their definition.
Income
Total income increased 2% to £454.9m and net
interest income increased 3% to £418.4m,
reflecting balance growth and a disciplined
approach to pricing.
Interest income rose 3% to £567.2m, driven
bya13% increase in average gross customer
interest-earning balances to £2,495m. This was
partly offset by the mix effect of higher growth
in lower-risk, lower-margin Second Charge
Mortgages.
Asset yield decreased 1.8% to 21.0%, reflecting
the lower yield on Second Charge Mortgages.
Credit Cards yield reduced marginally due to
growth in 0% balance transfer and promotional
products, while Vehicle Finance yield improved.
Interest expense increased 5% to £148.8m,
reflecting increased funding requirements for
balance growth, partially offset by the lower
Bankof England (BoE) base rate, reduced rate
outlook and maturing fixed-term deposits being
refinanced with lower interest rate savings
products. Net interest margin reduced to 16.8%
(2024: 18.5%). Excluding Second Charge
Mortgages, NIM increased 0.5% to 19.4%,
evidencing continued pricing discipline.
Non-interest income decreased 5% to £36.5m,
reflecting lower late-fee income on Credit Cards.
Impairment
Impairment charges decreased 2% to £181.1m,
driven by the non-repeat of the prior year £15.1m
Vehicle Finance receivables review, partially
offset by increased impairment due to the 22%
increase in gross customer interest-earning
balances. Credit quality remained strong, with
gross charge-offs reducing 5% to £253.2m.
Net charge-offs post recoveries decreased 5%
to £203.2m.
Net risk movements resulted in a net impairment
increase of £171.4m, compared with £200.0m in
FY24. The improvement reflected continued
enhancements in underwriting and model
performance, movements in the macroeconomic
outlook and the changing portfolio mix.
Releases from write-offs and debt sales reduced
impairment by £183.5m (2024: £224.2m).
Cost of risk reduced 1.1% to 7.3%.
Risk-adjusted income increased 5% to £273.8m,
with risk-adjusted margin reducing 0.8% to 11.0%.
Operating costs
Operating costs decreased 33% to £265.5m.
The reduction reflected the non-repeat of
£111.7m of prior year notable items, including a
£71.2m goodwill write-off, £24.1m of
transformation and other exceptional costs, and
£10.2m relating largely to the legacy mobile app
write-off. The only notable item in 2025 was the
£3.0m provision for motor finance compensation.
Operating costs excluding notable items reduced
9% to £262.5m, driven by transformation savings
of £28.8m and £20.8m lower complaint costs.
These efficiencies more than offset growth and
inflation-related cost increases and higher
discretionary staff costs, having not paid
bonuses to staff in 2023 or 2024.
The cost-to-income ratio improved to 58.4%
(2024: 89.4%).
Profits
Profit before tax from continuing operations was
£8.3m (2024: loss of £138.0m).
Tax charge was £(0.3)m (2024: credit of £17.4m).
Profit after tax from continuing operations was
£8.0m (2024: loss of £120.6m).
Profit after tax from discontinued operations was
£0.7m (2024: £1.3m), reflecting the performance
of the Personal Loans portfolio in 1Q25 and a
small gain on sale. The sale completed at the
end of 1Q25.
Statutory profit after tax was £8.7m (2024: loss
of £119.3m).
Statutory profit after tax attributable to
shareholders was £8.2m (2024: loss of £119.3m),
after £0.5m of AT1 distributions (2024: £nil), resulting
in a statutory ROTE of 2.3% (2024:(32.1)%).
Summarised balance sheet
2025
£m
2024
£m
Change
%
Assets
Cash and cash
equivalents 805 1,004 (20)
Investment
securities 255 — 100
Amounts receivable
from customers
2
2,692 2,154 25
Pension asset 6 28 (79)
Goodwill and other
intangibles 66 63 5
Other assets 118 126 (6)
3,942 3,375 17
Liabilities
Retail deposits 3,020 2,428 24
Bank and other
borrowings
3
348 410 (15)
Trade and other
payables 52 46 13
Other liabilities 34 50 (32)
3,454 2,934 18
2 Amounts receivable from customers are presented net of
£0.2m (2024: £(0.9)m) fair value adjustment for portfolio
hedged risk. Underlying net receivables were £2,691.3m
(2024:£2,154.6m).
3 Bank and other borrowings in 2024 are presented net of
£0.2m (2024: £2.5m) fair value adjustment for hedged risk.
Underlying bank and other borrowings were £347.7m
(2024:£412.5m).
Total assets increased 17% to £3,942m, reflecting
the 25% increase in net receivables.
Cash and cash equivalents decreased 20% to
£805m, reflecting the reduction in BoE deposits
and replacement with purchases of UK
Government securities within the Liquid Asset
Buffer, as part of the strategy to diversify High
Quality Liquid Assets (HQLA). This drove the
increase in investment securities to £255m
(2024:£nil).
Net receivables increased 25% to £2,692m,
driven by growth in gross customer interest-
earning balances and a 7% reduction in
expected credit losses (ECL) to £244m.
Gross customer interest-earning balances
increased 22% to £2,824m, comprising:
5 Credit Cards: Balances increased 19% to
£1,518m, reflecting credit line increases for
existing customers and new customer
growth supported by the launch of new
product variants.
5 Vehicle Finance: Balances declined 8% to
£706m, reflecting the proactive management
of new business growth ahead of the 2026
launch of the new onboarding and servicing
platform under the Gateway transformation.
5 Second Charge Mortgages: Balances grew
to £599m (December 2024: £217m), driven
byforward-flow origination agreements
withpartners.
5 Personal Loans: Balances reduced to £nil
(December 2024: £49m) following the sale of
the portfolio at the end of 1Q25.
46 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Summarised balance sheet continued
The pension asset reduced to £6m (December 2024:
£28m), reflecting the results of the latest scheme
valuation and updated market assumptions.
Liabilities increased 18% to £3,454m, driven by
a24% increase in retail deposits (inclusive of
accrued interest) to £3,020m, supported by
continued optimisation of the retail funding mix,
broader product range including Individual
Savings Accounts (ISAs), and increased
distribution through the Snoop brand.
Bank and other borrowings decreased 15% to
£348m, due to the redemption of £58.5m of Tier 2
capital securities.
Capital
The CET1 capital ratio decreased 2.3% to 16.5%,
reflecting capital deployed to support accelerated
balance growth following the optimisation of the
Group’s capital structure through the successful
issuance of £60m of AT1 securities. Capital
accretion from statutory profit attributable to
shareholders, together with a 40bps benefit
from the sale of the Personal Loans portfolio,
was more than offset by a 13% increase in
RWAsto £2,073m.
The Tier 1 capital ratio increased 0.5% to 19.3%,
reflecting the £60m AT1 issuance, partially offset
by the movement in the CET1 ratio.
The total capital ratio decreased 3.6% to 26.1%,
mainly due to the reduction in the CET1 ratio, as
the AT1 issuance was largely offset by the
redemption of £58.5m of Tier 2 capital.
The Group’s leverage ratio was 12.1% (December
2024: 13.9%), remaining comfortably above the
minimum requirement.
Liquidity
The liquidity buffer totalled £998m (December 2024:
£947m), including approximately £250m invested
in UK gilts, with the remainder held in the BoE
reserve account. This resulted in excess liquidity
of £653m above the 100% liquidity coverage
ratio (LCR) minimum (December 2024: £667m)
and an LCR of 306% (December 2024: 359%).
Funding
Retail deposits increased 24% to £2,984m,
providing a stable source of funding at an
attractive cost relative to wholesale alternatives,
supported by a broader product range
designed to optimise the cost of funds.
The Group remains primarily funded by retail
deposits, representing 89.7% of total funding
including Tier 2 capital (December 2024: 85.6%).
Funding diversification continues to be
supported by Tier 2 capital, modest levels of
private securitisation secured by Vehicle Finance
assets, and access to central bank facilities
collateralised by Credit Card receivables.
Pillar 3 disclosures
Pillar 3 disclosure requirements are set out within
the Disclosure (CRR) part of the PRA rulebook.
The consolidated disclosures of the Group, for
the 2025 financial year,have been issued
concurrently with the Annual Report and
Accounts and can be found on the Group’s
website, www.vanquis.com.
Summary balance sheet and
financial metrics
Balance sheet
2025
£m
2024
£m
Change
%
Gross customer
interest-earning
balances 2,824 2,308 22
Average gross
customer
interest-earning
balances
(excluding
Personal Loans) 2,495 2,207 13
Gross receivables 2,935 2,416 21
Net receivables 2,691 2,155 25
Closing tangible
equity 358 358
Average tangible
equity 360 372 (3)
Selected key metrics
2025
%
2024
(re-presented)
%
Change
%
Asset yield 21.0% 22.8% (1.8)
Net interest
margin (NIM) 16.8% 18.5% (1.7)
Total income
margin (TIM) 18.2% 20.2% (2.0)
Cost of risk (7.3)% (8.4)% (1.1)
Risk-adjusted
margin (RAM) 11.0% 11.8% (0.8)
Cost: income
ratio 58.4% 89.4% (31.0)
Statutory ROTE 2.3% (32.1)% 34.4
Selected per
sharemetrics Pence Pence %
Basic earnings
pershare (EPS) 3.2 (46.7)
Dividend per
share (DPS) — — —
Tangible Net
Asset Value
(TNAV) per share 143 140 2
Capital, liquidity
andfunding metrics
2025
%
2024
%
Change
%
Common Equity
Tier 1 (CET1)
capital ratio 16.5 18.8 (2.3)
Risk-weighted
assets (RWAs) (£m) 2,073 1,835 13
High-quality liquid
assets (HQLA)
(£m) 998 947 5
Liquidity coverage
ratio (LCR) 306 359 (53)
Dave Watts
Chief Financial Officer
25 February 2026
Financial review continued
47 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Operating review
Segment analysis – Product contribution
2025
£m
Credit
Cards
Vehicle
Finance
Second
Charge
Mortgages
Corporate
Centre Total
Interest income 370.8 123.9 28.4 44.1 567.2
Interest expense (51.6) (28.2) (17.8) (51.2) (148.8)
Net interest income 319.2 95.7 10.6 (7.1) 418.4
Non-interest income 33.3 — 1.0 2.2 36.5
Total income 352.5 95.7 11.6 (4.9) 454.9
Impairment charges (139.6) (41.5) (0.7) 0.7 (181.1)
Risk-adjusted income 212.9 54.2 10.9 (4.2) 273.8
Operating costs (174.7) (66.9) (5.5) (18.4) (265.5)
Profit/(loss) before tax from
continuing operations 38.2 (12.7) 5.4 (22.6) 8.3
2024 (re-presented
1
)
£m
Credit
Cards
Vehicle
Finance
Second
Charge
Mortgages
Corporate
Centre Total
Interest income 365.7 133.1 4.8 46.3 549.9
Interest expense (53.2) (31.4) (3.4) (54.0) (142.0)
Net interest income 312.5 101.7 1.4 (7.7) 407.9
Non-interest income 35.0 — — 3.5 38.5
Total income 347.5 101.7 1.4 (4.2) 446.4
Impairment charges (123.9) (60.4) (0.2) (0.8) (185.3)
Risk-adjusted income 223.6 41.3 1.2 (5.0) 261.1
Operating costs (193.5) (80.1) (0.6) (124.9) (399.1)
Profit/(loss) before tax from
continuing operations 30.1 (38.8) 0.6 (129.9) (138.0)
1 The presentation of the income statement and selected key metrics in this report is consistent with that in the Annual Report and Accounts for 31 December 2024, with the exception of the impact of the
sale of the Personal Loans portfolio, which is now recognised as a discontinued operation and the re-segmentation of interest income, interest expense and operating costs by product. Further details
areincluded in the 2024 re-presentation document at the following link: Vanquis-Banking-Group-2024-Re-presentation-Document.pdf.
Product trading
performance
Detailed analysis of the product contribution to
the trading results of the Group can be found
onpage 48 for Credit Cards, page 49 for Vehicle
Finance, page 50 for Second Charge Mortgages,
and page 51 for Corporate Centre.
48 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Operating review continued
Credit Cards – Balances
returned to above 2023
levels, having improved the
quality of the portfolio
The Group’s Credit Cards business is a leading
player in the non-prime Credit Card market.
Ineach of the last three years, Vanquis has
received the Moneyfacts Consumer Award for
Best Credit Builder Card Provider of the Year.
The business offers credit card products to a
broad spectrum of customers, but is focused
particularly on providing access to credit card
customers who may struggle to obtain one from
a mainstream provider. While previously the business
offered a single credit card product, customers
are now offered a range of product choices.
Customers are supported through great service
whether it be in app or via our customer service
teams. From a service rating perspective, Vanquis
Credit Cards is rated excellent on Trustpilot,
based on over 40k reviews. We aim to make our
customer experience effortless, and these results
demonstrate the progress we have made.
Vanquis Trustpilot rating:
4.3 Excellent
12 months ended 31 December
2025
£m
2024
(re-presented)
£m
Change
%
Total customer numbers (’000) 1,339 1,267 6
Gross customer interest-earning balances 1,518 1,278 19
Average gross interest-earning balances
2
1,367 1,313 4
Gross receivables 1,554 1,310 19
Net receivables 1,384 1,150 20
Interest income 370.8 365.7 1
Interest expense (51.6) (53.2) (3)
Net interest income 319.2 312.5 2
Non-interest income 33.3 35.0 (5)
Total income 352.5 347.5 1
Impairment charges (139.6) (123.9) 13
Risk-adjusted income 212.9 223.6 (5)
Operating costs (174.7) (193.5) (10)
Profit before tax contribution 38.2 30.1 27
Asset yield
3
27.1% 27.9% (0.8)
Net interest margin
4
23.3% 23.8% (0.5)
Total income margin
5
25.8% 26.5% (0.7)
Cost of risk
6
(10.2)% (9.4)% (0.8)
Risk-adjusted margin
7
15.6% 17.0% (1.4)
Cost: income ratio
8
49.6% 55.7% (6.1)
2 Average of gross customer interest-earning balances for the 12 months ended 31 December using a 13-point month-end average.
3 Interest income from customer receivables for the 12 months ended 31 December as a percentage ofaverage gross customer
interest-earning balances.
4 Net interest income for the 12 months ended 31 December as a percentage of average gross customer interest-earning balances.
5 Total income for the 12 months ended 31 December as a percentage of average gross customer interest-earning balances.
6 Impairment charges for the 12 months ended 31 December as a percentage of average gross customer interest-earning balances.
7 Total income less impairment charges for the 12 months ended 31 December as a percentage of average gross customer
interest-earning balances.
8 Operating costs as a percentage of total income for the 12 months ended 31 December.
Financial performance
Total customer numbers increased 6% to 1,339k,
reflecting a return to growth from 2Q25
following a comprehensive review of customer
cohorts by risk profile, vintage and acquisition
channel to ensure the future sustainable
profitability of the portfolio.
Gross customer interest-earning balances
increased 19% to £1,518m, reflecting both credit
line increases of existing customers and new
customer growth following the release of new
product variants.
Net receivables increased 20% to £1,384m,
reflecting the growth in gross customer
interest-earning balances and a smaller 6%
increase in ECL to £170m, driven by a better
quality portfolio, with increased balances in
Stage 1 and 2 and a reduction in Stage 3 balances.
Total income increased 1% to £352.5m. Net interest
income rose 2% to £319.2m, with non-interest
income decreasing 5% to £33.3m. Net interest
margin decreased 0.5% to 23.3% and total
income margin decreased 0.7% to 25.8%.
Interest income increased 1% to £370.8m,
relativeto a 4% rise in average gross customer
interest-earning balances to £1,367m. Asset yield
reduced 0.8% to 27.1%, driven by growth in 0%
balance transfers (BTs) and promotional products,
partially offset by risk-based repricing initiatives.
Interest expense decreased 3% to £51.6m, driven
by lower cost of funds as the reduced rate outlook
and maturing fixed-term deposits were refinanced
with lower interest rate savings products.
Non-interest income decreased 5% to £33.3m,
reflecting lower late-fee income.
Impairment charges increased 13% to £139.6m,
driven by the 19% growth in gross customer
interest-earning balances. Gross charge-offs
reduced 19% to £174.2m and net charge-offs
post recoveries reduced 20% to £132.3m,
reflecting the better quality of the portfolio.
Costof risk increased 0.8% to 10.2%.
Risk-adjusted income decreased 5% to £212.9m
and risk-adjusted margin reduced 1.4% to 15.6%.
Operating costs decreased 10% to £174.7m,
driven by transformation cost savings and lower
complaint costs, more than offsetting growth
and inflation-driven cost increases and an
accrual for discretionary staff costs.
Profit before tax contribution increased 27%
to£38.2m.
The Vanquis Card helped me
to rebuild my credit rating,
which went from fairto
excellent over threeyears.
The app is verygood and
user friendly.No hesitation
in recommending Vanquis.”
Vanquis customer
Find out more on our website:
vanquis.com
49 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Operating review continued
Vehicle Finance – Proactively
managed new business
growth in 2025 while we
build the new onboarding
and serving platform
12 months ended
31December
2025
£m
2024
(re-presented)
£m
Change
%
Total customer
numbers (’000) 103 110 (6)
Gross customer
interest-earning
balances 706 765 (8)
Average gross
customer
interest-earning
balances 737 825 (11)
Gross receivables 762 832 (8)
Net receivables 689 735 (6)
Interest income 123.9 133.1 (7)
Interest expense (28.2) (31.4) (10)
Net interest
income 95.7 101.7 (6)
Non-interest
income — — —
Total income 95.7 101.7 (6)
Impairment
charges (41.5) (60.4) (31)
Risk-adjusted
income 54.2 41.3 31
Operating costs (66.9) (80.1) (17)
Loss before tax
contribution (12.7) (38.8) (67)
Asset yield 16.8% 16.1% 0.7
Net interest margin 13.0% 12.3% 0.7
Total income
margin 13.0% 12.3% 0.7
Cost of risk (5.6)% (7.3)% 1.7
Risk-adjusted
margin 7.4% 5.0% 2.4
Cost: income ratio 69.9% 78.8% (8.9)
The Group’s Vehicle Finance business,
Moneybarn, is a significant player in the
non-prime UK vehicle finance market.
The business consists of experts in helping
customers to access finance when they might
have struggled to get approval from mainstream
lenders. Vehicle Finance customers represent one
in five UK adults who have a poor credit history
but need a reliable car, motorbike or van to suit
their lifestyle and financial situation. Our core
product is a Conditional Sale Agreement, which
is a type of vehicle finance that helps spread the
cost of a used vehicle over time, instead of
paying for it all upfront. This is different to the
other types of vehicle finance, like Hire Purchase
(HP) or Personal Contract Purchase (PCP), as a
Conditional Sale Agreement has no additional
fee to own the vehicle; once the customer has
made the final repayment, they legally own the
vehicle. A Conditional Sale Agreement uses a
fixed APR, so monthly payments are predictable
and remain the same for the duration of the
agreement, which is typically between 36
and60months.
Good customer outcomes are important to us,
and once a customer is with us, we’re focused
onhelping them to achieve the best outcomes
possible, whether that’s simply paying their
finance each month until they own their used
vehicle, or by supporting them if they’re able to
settle their agreement early. We also understand
that customers may experience difficulties during
their agreement, and we’re focused on supporting
them should that happen. We have arange of
options that allow us to help customers get back
on track, or to otherwise exit the agreement in
the ‘best way possible’. From a service rating
perspective, Moneybarn israted excellent on
Trustpilot, based on nearly16k reviews.
Financial performance
Total customer numbers decreased 6% to 103k,
reflecting proactively managed new business
growth in the near term in advance of the new
onboarding and servicing platform being delivered
in 2026 as part of the Gateway technology
transformation programme. A new lending
decision engine was introduced in 2025, enabling
a more granular level of portfolio segmentation
and delivering a stronger platform to optimise
higher-margin customer segments.
Gross customer interest-earning balances
decreased 8% to £706m, driven by the proactive
management of new business growth.
Net receivables decreased 6% to £689m,
reflecting the reduction in interest-earning
balances and a 25% reduction in ECL to £73m.
ECL reduced across stages given the reduction
in balances.
Total income decreased 6% to £95.7m, which
represented all net interest income. Net interest
margin and total income margin both increased
0.7% to 13.0%.
Find out more on our website:
vanquis.com
Contacted Moneybarn
about finance. Got a
decision in minutes.
Afterfourdays I had
mycarsitting in my drive.
Excellent service10/10.”
Moneybarn customer
Interest income decreased 7% to £123.9m,
consistent with an 11% reduction in average
gross customer interest-earning balances to
£737m. The asset yield increased 0.7% to 16.8%,
driven by repricing initiatives.
Interest expense reduced 10% to £28.2m, driven
by the lower funding need and lower cost of
funds, as the reduced rate outlook and maturing
fixed-term deposits were refinanced with lower
interest rate savings products.
Impairment charges decreased 31% to £41.5m,
reflecting the non-repeat of the £15.1m prior
year impact of the Vehicle Finance receivables
review and reduced impairment from the 8%
reduction in gross customer interest-earning
balances. Cost of risk reduced 1.7% to 5.6%.
Risk-adjusted income increased 31% to £54.2m
and risk-adjusted margin improved 2.4% to 7.4%.
Operating costs decreased 17% to £66.9m,
driven by transformation cost savings, more
than offsetting growth and inflation-driven cost
increases and an accrual for discretionary
staffcosts.
Loss before tax contribution was £12.7m
(2024:£38.8m).
Moneybarn Trustpilot rating:
4.4 Excellent
50 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Operating review continued
Second Charge Mortgages
– Continued strong growth
in a growing market in 2025
12 months ended
31December
2025
£m
2024
(re-presented)
£m
Change
%
Total customer
numbers (’000) 9.9 3.7
Gross customer
interest-earning
balances 599 217
Average gross
customer
interest-earning
balances 391 69
Gross receivables 619 226
Net receivables 619 225
Interest income 28.4 4.8
Interest expense (17.8) (3.4)
Net interest
income 10.6 1.4
Non-interest
income 1.0 —
Total income 11.6 1.4
Impairment
charges (0.7) (0.2)
Risk-adjusted
income 10.9 1.2
Operating costs (5.5) (0.6)
Profit before tax
contribution 5.4 0.6
Asset yield 7.3% 7.0% 0.3
Net interest margin 2.7% 2.0% 0.7
Total income
margin 3.0% 2.0% 1.0
Cost of risk (0.2)% (0.3)% 0.1
Risk-adjusted
margin 2.8% 1.7% 1.1
Cost: income ratio 47.4% 42.9% 4.5
The Group’s Second Charge Mortgages business
offers this product to customers via origination
partnership agreements with Interbridge
Mortgages and Selina Finance. The launch of
these partnership arrangements occurred in
May 2024.
A second charge mortgage, sometimes referred
to as a homeowner loan, is a way for customers
to borrow additional money when they already
have a mortgage. They can then use the
additional loan to make home improvements,
consolidate debts or help complete a project.
Financial performance
Total customer numbers increased to 9.9k
(December 2024: 3.7k) following the successful
growth of the forward-flow agreement with
Interbridge Mortgages and expanded
partnership with Selina Finance.
I cannot praise highly
enough the service that
Ireceived from the
Interbridge team. From the
initial introduction to final
completion the process has
been nothing but positive.
The communication was
clear, and the options
clearly explained.
Highlyrecommended.”
Interbridge Mortgages customer
Gross customer interest-earning balances
increased to £599m (December 2024: £217m)
and net receivables increased to £619m
(December 2024: £225m), which includes
deferred acquisition costs.
Total income increased to £11.6m (2024: £1.4m).
Net interest margin was 2.7% and total income
margin was 3.0%.
Interest income increased to £28.4m (2024: £4.8m)
with an asset yield of 7.3%. Interest expense
was£17.8m (2024: £3.4m).
Risk-adjusted income increased to £10.9m
(2024:£1.2m), including impairment charges of
£0.7m (2024: £0.2m). Cost of risk was 0.2%
andrisk-adjusted margin was 2.8%.
Operating costs were £5.5m (2024: £0.6m),
reflecting the limited fixed costs associated with
the business given the origination partnership
arrangements in place.
Profit before tax contribution was £5.4m
(2024:£0.6m).
Interbridge Mortgages Trustpilot rating:
4.9 Excellent
Selina Finance Trustpilot rating:
4.7 Excellent
Find out more on our website:
vanquis.com
Fantastic service. Super
easy and helpfully guided
application process. Kept
informed of progress at
every step. All queries
promptly, cheerfully and
knowledgeably responded
to. I couldn’t have asked
fora more positive and
pleasant experience.”
Selina Finance customer
51 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Operating review continued
Corporate Centre
12 months ended
31December
2025
£m
2024
(re-presented)
£m
Change
%
Interest income 44.1 46.3 (5)
Interest expense (51.2) (54.0) (5)
Net interest
income (7.1) (7.7) (8)
Non-interest
income 2.2 3.5 (37)
Total income (4.9) (4.2) (17)
Impairment
charges 0.7 (0.8) (188)
Risk-adjusted
income (4.2) (5.0) (16)
Operating costs (18.4) (124.9) (85)
Loss before tax
contribution (22.6) (129.9) (83)
Corporate Centre includes the retail savings business,
including related costs, unallocated Treasury result
after product allocations, Snoop income and costs
and other immaterial or central items.
Financial performance
Total income was a net expense of £(4.9)m (2024:
£(4.2)m), with net interest income being a net
expense of £(7.1)m (2024: £(7.7)m) and non-interest
income decreasing to £2.2m (2024: £3.5m).
Interest income of £44.1m (2024: £46.3m)
represented returns from the liquid asset buffer
(LAB), including UK gilts and interest on cash
reserves in the BoE reserve account.
Interest expense of £51.2m (2024: £54.0m)
represented residual funding costs not allocated
to the respective businesses, including
unallocated Tier 2 capital.
Operating costs reduced to £18.4m (2024: £124.9m),
reflecting the non-repeat of £111.7m of prior year
notable items. The only notable item in 2025 was the
£3.0m provision for motor finance compensation.
Loss before tax contribution was £(22.6)m
(2024:£(129.9)m).
Snoop – helping customers track
spend, budget and save money
Snoop is an award-winning fintech that uses
Open Banking and Expand AI to help users
savemoney and manage their finances more
effectively. The app helps customers build their
financial capability and targets annual savings
of up to £1,500. Snoop demonstrably improves
financial wellbeing with over 13k four and
five-star reviews. As such, it is an important
partof the Group’s customer proposition.
Leveraging Snoop’s innovative technology and
data capabilities is also unlocking valuable
opportunities for the Group. This included the
launch of an Easy Access Savings proposition
embedded within the Snoop app at the end of
2024. The Group also continues to actively
promote Snoop to the Vanquis customer base.
This helps position the Group as a relevant
presence in their daily lives, drive improved
creditworthiness and support improved
borrowing and debt management.
Snoop’s impact extends beyond individual users,
offering businesses valuable insights into evolving
consumer spending behaviours. Further scaling
the business will enrich Snoop’s data insight
proposition and enhance the Group’s overall
data capabilities.
Vanquis is also significantly leveraging the
capabilities and skills of the acquired Snoop
team to lead various aspects of the Group’s
transformationprogramme.
Snoop App Store rating:
4.6
Snoop Google Play rating:
4.5
Find out more on our website:
vanquis.com
My wife and I recently
opened cash ISAs with
Vanquis, which involved
transfers from another
provider. The whole
processwas simple and
straightforward with good
communication throughout.
Interest rates offered
werevery competitive.
Highly recommended.”
Savings customer
I’m so glad I switched to
Snoop! This app offers
muchbetter features, more
powerful spend tracking
and analysis, excellent
weekly and monthly insight
reports and I love the bill
protector feature. If you
want spend tracking and
insights, this is without
adoubt the best app
I’veused!”
Snoop customer
52 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Section 172(1) statement
The Board of Directors confirms that in
performing its duties during 2025 it has acted in
good faith, in a manner which would be most
likely to promote the success of the Company for
the benefit of its members, and with regard to
the matters set out in section 172(a)–(f) of the
Companies Act 2006 (s.172).
Board decision making
Reports being presented to the Board for a
decision are required to consider and document
the impact on the Group’s stakeholders. Building
this requirement into the Board reporting helps
ensure that Board directors assess proposals in
line with their duties under s.172 consistently, as
well as supporting management to ensure that
it has considered all stakeholder implications
with each proposal being put forward, recognising
that stakeholder interests are not always aligned.
Principal decisions taken by the Board are
detailed on pages 70, 75 and 77; these showcase
the decision-making process and the Board’s
considerations when reaching its conclusion.
The Board adopted different approaches to
perform its duties including: establishing the
long-term strategic direction and affirming the
Group’s purpose; receiving reports from
corporate advisors and brokers; considering
strategic reports and macroeconomic updates;
and considering the colleague value proposition
to attract and retain talent.
Our stakeholders, how we’ve engaged with
them during 2025 and the outcomes of this
engagement can be found on pages 21 to 23.
Further examples of how the directors have
discharged their responsibilities under s.172 are
integrated throughout the Strategic Report and
Governance Report; please see the table
opposite for references.
Section 172 provision Relevant disclosure Pages
(a) The likely
consequences
ofanydecision
inthelong term
Chairman’s Statement 4–6
Strategy 14–15
Non-financial and sustainability
information statement 53
Risk management and principal risks 54–61
Viability statement 62
Board focus areas during 2025 71–72
(b) The interests
of the Company’s
employees
CEO’s Review 7–9
Sustainability 21–31
Board focus areas during 2025 71–72
The Board: our culture 73
Stakeholder engagement
anddecisionmaking 74
(c) The need to foster
the Company’s
business relationships
withsuppliers,
customers
and others
Who we are 2–3
Strategy 14–15
Sustainability 21–32
Stakeholder engagement
and decision making 74–77
Engagement with shareholders 78
(d) The impact of
theCompany’s
operations on the
community and
theenvironment
Strategy 14–15
Sustainability 21–43
Non-financial and sustainability
information statement 53
Risk management and principal risks 54–61
(e) The desirability
oftheCompany
maintaining a
reputation for
highstandards of
business conduct
Chairman’s Statement 4–6
Market overview 10–13
Sustainability 21–43
Risk management and principal risks 54–61
Audit Committee Report 86–90
Risk Committee Report 91–94
(f) The need to act
fairlyas between
members of the
Company
Setting our strategy 70
Stakeholder engagement
and decision making 74–77
Board focus areas during 2025 71–72
Directors’ Remuneration Report 95–122
53 – Vanquis Banking Group plc Annual Report and Accounts 2025
Strategic report Shareholder information Financial statements Governance
Non-financial and sustainability information statement
Reporting requirement Description Relevant Vanquis policies and further information Page references
Business model The Group’s purpose is to deliver caring
banking so our customers can make the most
of life’s opportunities.
Not applicable. Our business model: pages 16 and 17
Principal risks and
impact of business
activity
Our risk management and internal control
framework sets out how we manage risk
consistently across the Group, including
thegovernance structures and roles and
responsibilities that support effective oversight.
The risk management and internal control framework, Credit Risk Policy, Customer
Risk Policy, Environmental and Climate Change Risk Policy, Funding and Liquidity
Risk Policy, Wholesale Counterpart Credit Risk Policy, and Third-Party Risk
Management Policy.
Risk management and principal risks:
pages 54 to 61
Audit Committee Report: pages 86 to 90
Risk Committee Report: pages 91 to 94
Non-financial KPIs A range of non-financial KPIs are reported
toGroup management on a monthly basis
tosupport strategic decision making.
Not applicable. Strategy: pages 14 and 15
Key Performance Indicators: pages 18 to 20
Sustainability: pages 21 to 43
Our colleagues We are committed to building and sustaining
an inclusive workplace culture, where all our
colleagues can be themselves and thrive.
Thisensures that we are best placed to
deliver for the diverse customer base
weserve.
People Policy, Inclusion and Diversity Policy, Family Friendly Policy, Mental Health
and Wellbeing Policy, Health and Safety Policy, Modern Slavery and Human Rights
Policy, and Whistleblowing Policy.
Sustainability: pages 21 to 43
Stakeholder engagement and decision
making: pages 74 to 78
Nomination and Governance Committee
Report: pages 84 and 85
Directors’ Remuneration Report: pages 95
to 122
Respect for human
rights
The Group is committed to supporting and
respecting human rights and, as such, is
opposed to slavery and human trafficking in
both its direct operations and in the indirect
operations of its supply chains.
Modern Slavery and Human Rights Policy, Supplier Code of Conduct, Third-Party
Risk Management Policy and Modern Slavery Act Statement (pursuant to section
54(1) of the UK Modern Slavery Act 2015, Vanquis produces a Modern Slavery
Statement, see www.vanquis.com).
Sustainability: pages 21 to 43
Directors’ Report: pages 123 to 128
Social matters Through the Vanquis Foundation, we are
committed to improving the lives of children
and young people by providing educational
and social development opportunities which
support financial and social inclusion.
People Policy, Community Involvement Policy and Volunteering and Matched
Funding Policy.
Sustainability: pages 21 to 43
Anti-bribery and
anti-corruption
The Group has a zero-tolerance approach to
acts of bribery and corruption. We also always
seek to protect our customers, colleagues and
other key stakeholders from financial crime.
Anti-Bribery and Corruption Policy, Corporate Hospitality Policy,
WhistleblowingPolicy.
Directors’ Report: pages 123 to 128
Environmental
matters, including
climate-related
disclosures
We seek to minimise our environmental impacts
and work with others to take action on the
globally important issue of climate change.
Environmental and Climate Change Risk Policy and Supplier Code of Conduct. Sustainability: pages 21 to 43
Directors’ Report: pages 123 to 128
The following table summarises where you can find further information on each of the key areas of disclosure required by sections 414CA and 414CB of
the Companies Act 2006.
54 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Risk strategy
Risk culture
Risk management and internal control framework
The risk management and internal control
framework (RM&ICF) sets out how we manage
risk consistently and compliantly across the
Group, including the governance structures,
roles and responsibilities that support effective
oversight. Its components operate together
toprovide the architecture through which we
monitor our risk exposures and gain assurance
over the strength of our control environment.
The RM&ICF supports timely escalation of
material risks and aggregated reporting to the
Group’s Board, Risk Committee and executive
management, ensuring that the most significant
implications for the Group’s strategy and
operations are clearly understood and to
informdecision making.
The new Provision 29 requirements introduced by
the UK Corporate Governance Code 2024 have
emphasised the need for the Board to establish
and maintain the effectiveness of the RM&ICF,
including the Group’s material controls (see the
Risk Committee Report on pages 91 to 94).
Material controls form a key part of the RM&ICF,
supporting the Group’s ability to manage risk
and ensuring the integrity of both financial
andnon-financial reporting.
Annually, the Risk function assesses the
effectiveness of the RM&ICF and seeks to
enhance it to enable proactive risk management
and embed a risk-aware culture. The
fundamental components are illustrated:
Risk management and principal risks
Vanquis strategy
External and regulatory environment
A robust risk
management framework
and culture
We have continued to embed a strong risk-aware culture and a
well-established control environment across Vanquis. As we move into
thenext phase of growth, our focus is on converting our transformation
progress into sustainable long-term value for shareholders.”
Joe Sweeney
Chief Risk Officer
Risk management and internal control framework
Assurance and oversight
Risk reporting and monitoring
Risk governance
Risk taxonomy
Risk appetite
Risk measurement criteria
Risk and control self-assessment
Emerging risks Risk events
Risk
acceptances
55 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Risk management and principal risks continued
Risk appetite
The Group defines its risk appetite as the
amountand type of risk it is prepared to seek,
accept or tolerate as we pursue our goals
without threatening our safety. Setting this clearly
helps us make decisions aligned with our strategic
vision and within prescribed boundaries, such
asour regulatory and legal landscape.
We have refreshed our Board-approved Risk
Appetite Framework (RAF) for 2026 to
strengthen alignment between strategic
oversight, resilience and operational execution.
Board-level metrics define the overarching risk
boundaries, while management-level metrics
and supporting early warning indicators
translate them into actionable controls and
support accountability and consistent risk
taking. If these are breached, we are prompted
to review and potentially adjust our approach.
Together, these mechanisms create a structured
escalation framework, promote early
intervention, support consistent decision making
and help maintain stakeholder confidence.
Risk taxonomy
Our risk taxonomy captures our principal risks
and their corresponding level 1 risks across our
four risk pillars, which support the delivery of our
strategic risk objectives. Each risk is allocated
anexecutive owner, in line with the process risk
ownership and reinforcing operational and
regulatory responsibilities. Our risk taxonomy is
reviewed on an annual basis to ensure that the
risks remain up to date, comprehensive and
reflective of our high-level exposures.
During the year, we have simplified our risk
universe to remove duplication and improve
efficiency. We introduced a clearer, owner-led
framework that strengthens accountability and
supports more forward-looking risk discussions.
This gives the Executive better oversight of level 1
risks, with the Executive Risk Committee focused
on changes in risk profile, emerging pressures
and future priorities. The approach directs
attention to the most material risks, guided by
data-driven assessment and a proactive view
ofthe evolving risk landscape.
Emerging risks
We recognise the changing landscape we
operate in so capture our emerging risks in a
radar to anticipate adverse scenarios from
potential threats and proactively prepare,
recover and adapt. We consider external
factors, such as political, economic, social and
technological, which complement existing
regulatory and prudential horizon scanning
processes. Each emerging risk is assessed for its
proximity and velocity and the radar presented
through the risk governance structure.
Risk culture
Our risk culture is imperative in driving the
rightoutcomes as a business for all our key
stakeholders. The RM&ICF places significant
emphasis not just on what we deliver, but how
itis delivered in the level of risk we are willing
totake.
The following components assist in promoting
astrong risk culture within our Group:
Culture driver Description
The Group’s
business model
Alignment between the
Group’s profit incentives
andgood customer and
stakeholder outcomes.
The Vanquis Way The Vanquis Way reflects the
unique culture and working
environment we want to create
for the Group. It guides our
decisions and reminds us
ofwhat is important when
wework with customers,
communities and colleagues.
Individual
accountability
and
performance
management
Colleagues are aware of their
accountabilities in managing
risk and these are embedded
in role descriptions and
performance objectives
(financial and non-financial).
Remuneration Senior leaders are incentivised
consistently with the Board’s
stated risk culture to drive
faircustomer and other risk
outcomes. A risk adjustment
process is in place, reinforced
through the Senior Managers
and Certification Regime
(SMCR).
Skills and
capabilities
There are sufficient skilled and
trained resources to deliver
against business expectations.
1 – Maintaining a secure and efficient
capital and funding structure.
2 – Delivering sustainable growth and
returns to our shareholders.
3 – Optimising our reputation and
becoming the most trusted and inclusive
bank for our target customers.
4 – Establishing a strong risk and
customer-led culture.
5 – Managing execution risk associated
with strategic and operational
changeactivity.
6 – Maintaining operational resilience
andbusiness capabilities.
Risk strategy
Managing risk is critical to enable us to optimise
our shareholder return whilst maximising our
business opportunities, achieving our strategic
objectives and delivering positive outcomes
forall our key stakeholders, which include
shareholders, customers, colleagues and
regulators. It is underpinned by six strategic
riskobjectives:
In 2025, we provided robust oversight and strategic guidance to our
transformation programmes, building onthe stabilisation and efficiency
gains achieved in 2024. Our efforts have supported the delivery of
improved operational performance, sustainable customer growth,
enhancedcustomer experience and disciplined capitalallocation.”
Joe Sweeney
Chief Risk Officer
56 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Risk management and principal risks continued
Risk and control assessment,
monitoringandreporting
We apply a standardised and consistent
approach to identify, assess, measure and
regularly review the risks and supporting control
environment, driven by the Risk and Control
Self-Assessment (RCSA), risk event and risk
acceptance processes.
Ongoing monitoring allows us to track shifts in
risk levels and see how effective our controls
are. Reporting these findings at all levels
supports transparency, enabling quick, informed
decision making. This approach supports
prioritisation of risks requiring enhanced
management attention.
Risk governance
The Group maintains a governance committee
structure that underpins effective risk
management and oversight. Our refreshed risk
governance framework strengthens our ability
to identify, assess, manage and report risks,
while enabling a proactive response to evolving
internal, external and regulatory environments.
The Executive Risk Committee plays a central
role in supporting the Risk Committee by
overseeing the management of current and
emerging risks. The Board retains overall
responsibility for effective risk management.
Supporting these, specialist committees are in
place to monitor principal risks and uncertainties,
ensure the strength of the control environment
and escalate matters appropriately through the
risk governance structure.
Integrated assurance
andaccountability
The Group applies a three lines of defence
model to support effective risk management
and internal control. This clarifies accountability
and supports a consistent approach to
identifying, managing and assuring risks.
The first line of defence is responsible for owning
and managing risks on a day-to-day basis,
including the design and operation of controls
within agreed risk appetite. The second line
establishes the RM&ICF and provides
independent oversight and challenge, while the
third line delivers independent and objective
assurance to the Board and management.
Together, the three lines provide a structured
basis for accountability and oversight,
supporting the Board’s understanding of the
effectiveness of the Group’s control environment
and alignment with good governance practice.
An Integrated Assurance Framework (IAF)
operates across the Group to coordinate
assurance activity, aligning the planning,
execution and issue management activities of
assurance providers across the three lines of
defence. This approach is designed to reduce
duplication, focus assurance on the most
material risks and controls and improve the
clarity of assurance reporting to management
and the Risk Committee.
Material controls form a key input to the IAF.
They provide a foundation for proportionate,
risk-based assurance activities, supporting the
Board in forming a view on control effectiveness.
The IAF is supported by an integrated risk
management system, which facilitates visibility
ofrisks, controls, issues and assurance activity.
This approach supports informed decision
making, early identification of control weaknesses
and timely remediation where required.
57 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Principal risks and uncertainties
Our top current and emerging risks and how we are managing these are summarised over the next few pages.
Risk Pillar 1: Customer and conduct
We deliver fair customer outcomes and meet the expectations of our regulators.
Principal risk
P1
Customer
The risk that failing to understand or
address customer needs could lead to
dissatisfaction, poor customer outcomes,
reduced loyalty, and reputational
damage, impacting revenue and
long-term business sustainability.
Links to strategic themes
Links to KPIs
1
2
8
Key considerations
The 2025 annual Consumer Duty Board Report demonstrates continued progress in embedding Consumer Duty across the Group. We are committed to continuously monitoring and improving customer outcomes,
better understanding our target market and serving the needs of our customers, intrinsic to its strategy and culture. This focus is emphasised by the retention of Consumer Duty Champion to maintain strong Board-level
oversight and engagement on this topic.
Complaints related to responsible lending have declined since the implementation of the FOS fee-charging structure with a negligible amount of Vanquis-related claims management company complaints referred
toFOS. Following the FCA’s consultation on motor finance redress, the business still faces potential customer complaints.
Mitigating actions
5 Customer outcomes monitoring continues to be enhanced through clearer, segmented data insights across all products.
5 Customer support strategies and arrears and forbearance approaches have been revised to comply with revised FCA regulation to ensure customers with additional needs or financial difficulty receive timely,
appropriate support.
5 Fair value assessments are conducted at least annually, or when triggered by specific events, as a core element of product reviews to ensure pricing and value remain appropriate, transparent and aligned to
customer interests.
5 A strengthened complaints framework has improved first point resolution and deepened root cause analysis, driving more effective long-term customer solutions.
P2
Regulatory
The risk that non-compliance with
allregulatory and legal requirements
and expectations could lead to financial
penalties, legal action, operational
disruptions and long-term damage
toreputation.
Links to strategic themes
Key considerations
The FCA published a consultation on a Scheme of Arrangement to redress customers affected by potentially unfair motor finance commission practices. Moneybarn has never participated in discretionary commission
arrangements or operated tied arrangements. A provision of £3.0m has been recognised (see the provisions note regarding motor finance redress on page 180), which has been reviewed by the Audit Committee
(seepages 86 to 90).
Our request for a judicial review, along with other credit providers, on the FOS interpretation of out of jurisdiction complaints has been accepted and we await hearing dates.
We have responded to the consultations underway to simplify and modernise aspects of the regulatory handbook and amend the Consumer Credit Act. While these reforms are designed to be beneficial, they may
nevertheless require significant implementation effort over the next 12 to 24 months.
Mitigating actions
5 We are actively involved in the Scheme of Arrangement consultation, lobbying for significant improvements to reduce our exposure and the operational costs in delivering the Scheme.
5 We maintain strong and proactive regulatory relationships with regular lines of communication established with both the FCA and PRA. The regulators have been kept informed of our strategic initiatives, key risk
management activities and responses to evolving regulatory developments.
5 The SMCR framework has been updated to align Vanquis and Moneybarn entities, creating a consistent approach to the allocation of Senior Management Functions (SMFs) and responsibilities. This alignment
strengthens process risk ownership within the RM&ICF, supported by the Group Delegated Authorities Manual. SMFs have formally attested to these responsibilities.
5 The new legislation arising from the Data (Use and Access) Bill, due to come into effect over the next 12 months, is under review to assess material changes and potential opportunities.
5 The Group continues to use scenario analysis to assess the potential impact of climate change on our business. Findings indicate that our strategy remains resilient to climate-related risks and opportunities. Further detail on
the governance, management of the climate-related risks and opportunities and our Task Force on Climate-related Financial Disclosures (TCFD) summary can be found from page 33.
Strategic themes
Customer-led Insightful risk
management
Efficient
organisation
Digital, tech, data
andanalytics
A great people
proposition
KPIs
Find our KPIs on pages 18 to 20
58 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Principal risks and uncertainties continued
Risk Pillar 1: Customer and conduct continued
We deliver fair customer outcomes and meet the expectations of our regulators.
Principal risk
P3
Financial crime
The risk that failure to detect and
prevent financial crime and fraud could
result in customer detriment, regulatory
fines, reputational damage and
financial loss.
Links to strategic themes
Key considerations
The financial services industry continues to suffer from high levels of fraud. We have dedicated fraud and financial crime strategic and operational teams, which monitor, investigate and report suspicious activity to meet
regulatory obligations and protect us and our customers.
Focus during 2025 has been on progressing delivery of the new financial crime risk management system, as part of Gateway, to strengthen surveillance, enhance customer screening and improve the financial crime
control environment.
Mitigating actions
5 Application fraud detection systems have been upgraded with Machine Learning (ML) models and targeted behavioural rules. This has already increased our capability to identify fraudulent applications and
reduced fraud rates. Implementation for Vehicle Finance is underway, building on the success achieved in Cards.
5 The mobile app has been enhanced with functionality to detect suspicious activity providing customers with stronger protection.
5 Know Your Customer and onboarding controls have been strengthened through greater use of electronic and biometric checks, ensuring strengthened verification of new customers.
5 We are fully compliant with the new failure to prevent fraud offence, effective from 1September, ensuring accountability where internal fraud could benefit large organisations.
Risk Pillar 2: Financial
We manage our credit risk exposures, supported by financial strength and liquidity in normal and stressed conditions.
Principal risk
P4
Capital
The risk that inadequate capital
resources or poor capital planning could
result in an inability to meet financial
obligations, regulatory breaches and
financial instability, potentially
threatening the long-term viability
oftheGroup.
Links to strategic themes
Links to KPIs
13
Key considerations
The Group and Bank maintain sufficient capital resources, both in terms of amount and quality, to support the business strategy and meet the stressed scenarios identified in the Internal Capital Adequacy Assessment
Process (ICAAP). Throughout the year, the Group and Bank have maintained capital ratios in excess of regulatory requirements (see the capital risk section on pages 154 and 155 for the Group’s capital position). The
Group has strengthened and optimised its capital position during 2025 through the £60m Additional Tier 1 Notes issuance and early repurchase of £58.5m of Tier 2 Notes, supported by a regulatory review of our capital
requirements. The Group will continue to monitor its capital allocation in 2026 to support its future growth.
As a Small Domestic Deposit Taker (SDDT), the Group is eligible for the simplified capital regime under the PRA’s strong and simple framework (Policy Statement 20/25).
Mitigating actions
5 The capital framework is reviewed by the Board as part of the annual ICAAP. The Assets and Liabilities Committee (ALCO) is responsible for managing the balance sheet structure, including the capital plan
anditsrisks.
5 Capital risk appetite metrics are reported monthly at ALCO meetings and quarterly to the Risk Committee and Board.
5 The Group and Bank maintain capital resources to meet Pillar 1 and Pillar 2 capital requirements as identified through the ICAAP, the most significant elements being credit andoperational risks.
5 We have constructive engagement with the PRA regarding our approach to capitalmanagement.
Strategic themes
Customer-led Insightful risk
management
Efficient
organisation
Digital, tech, data
andanalytics
A great people
proposition
KPIs
Find our KPIs on pages 18 to 20
59 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Principal risks and uncertainties continued
Risk Pillar 2: Financial continued
We manage our credit risk exposures, supported by financial strength and liquidity in normal and stressed conditions.
Principal risk
P5
Funding and liquidity
The risk that the Group has insufficient
financial resources to meet its
obligations (cash or collateral
requirements) as they fall due, resulting
in the failure to meet regulatory liquidity
requirements, or is only able to secure
such resources at excessive cost.
Links to strategic themes
Links to KPIs
14
Key considerations
The Group and the Bank maintain sufficient liquid assets, both in terms of amount and quality, to meet daily cash flow needs and stressed scenarios driven by the Group’s own risk assessment and regulatory
requirements. Throughout the year, the Group and Bank have maintained funding and liquidity ratios in excess of regulatory requirements. Liquid assets have been diversified to comprise reserves held with the Bank of
England and UK Government bonds (gilts) (see the counterparty risk on page 152 and funding and liquidity risk section on pages 152 and 153).
The Group has in place a Core UK Group (CUG) waiver, which enables the Group to lend retail deposit funding raised in Vanquis Bank Ltd to Moneybarn.
As an SDDT, the changes to the regulatory framework under the strong and simple framework have not had a material impact on the Group’s liquidity requirements.
Mitigating actions
5 The funding and liquidity framework is reviewed by the Board as part of the annual Internal Liquidity Adequacy Assessment Process (ILAAP). The ALCO is responsible for managing the balance sheet structure,
including the funding plan and its risks.
5 Funding and liquidity metrics are monitored through daily liquidity reporting and reported monthly at ALCO meetings and quarterly to the Risk Committee and Board.
5 The Group and Bank maintain liquid assets in excess of the anticipated outflows and management buffers as assessed under internal stress test scenarios (90-day stress) and the regulatory prescribed liquidity
coverage ratio (30-day stress).
5 Funding diversification has been strengthened through the launch of new retail deposit products, while retained OBAN notes continue to provide a source of contingent liquidity following repayment of TFSME
drawings. The financial performance of Moneybarn is monitored to ensure that the conditions of the CUG waiver continue to be met.
P6
Market
The risk that fluctuations in market
prices, such as interest rates, could
negatively impact the Group’s financial
performance, resulting in losses
ordisruptions.
Links to strategic themes
Links to KPIs
3
10
Key considerations
The Group and Bank are primarily exposed to Interest Rate Risk in the Banking Book (IRRBB) and do not take significant unmatched positions or operate trading books. The Group and Bank have remained within risk
appetite throughout the year (see the market risk section on page 154).
Mitigating actions
5 The market risk framework is reviewed by the Board as part of the annual market risk assessment process. The ALCO is responsible for managing the balance sheet structure, including the methodology for
assessing and managing market risks.
5 Market risk appetite metrics are reported monthly at ALCO meetings and quarterly to the Risk Committee and Board. Metrics are set for earnings at risk, market value sensitivity, economic value of equity and basis
risk. This includes the risk under different interest rate risk scenarios as prescribed by regulation.
5 The Group continues to enhance its approach to market risk management, including commencing a project to implement a new assets and liabilities management system. As the Group navigates the changing and
competitive interest rate environment, pricing actions and behavioural profiles will be reviewed in the IRRBB assessment.
P7
Credit
The risk that customers may default on
their obligations, leading to financial
losses, impaired asset quality and
reputational damage.
Links to strategic themes
Links to KPIs
3
4
5
10
Key considerations
Credit risk is fundamental to achieving our strategic objectives, with exposure arising at all stages of the customer lifecycle and varying in response to customer behaviour and macroeconomic factors (see the credit risk
section on page 152).
Following a change in leadership, a comprehensive credit risk programme was established in 4Q24 to optimise lending and support responsible growth across the portfolio. The programme is designed to be resilient,
compliant and aligned to Gateway transformation. The Risk Committee has been kept fully informed of progress, ensuring strong oversight and alignment with the Group’s risk appetite.
Mitigating actions
5 Specialist credit risk expertise has been recruited in the first and second lines of defence, strengthening capability and oversight. A dedicated programme manager has been appointed to support effective credit risk
programme delivery.
5 Portfolio credit risk is governed through the Credit Risk Committee, supported by regular monitoring against risk appetite and timely escalation where required.
5 The credit risk programme has been expanded to capture opportunities for improving collections and recoveries strategies. Enhancement include strengthening forbearance capabilities, optimising delinquency
collections and maximising post-charge-off recoveries.
5 Credit and affordability strategies continue to be enhanced to keep pace with changing market and economic conditions. These origination and existing customer management decisions are underpinned by data
with an increased use of internal behavioural scores to ensure ongoing fit for purpose credit offerings for the Vanquis customer.
60 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Principal risks and uncertainties continued
Risk Pillar 3: Operational
We ensure operational risk is minimised through effective people, processes and systems aligned to our strategic goals.
Principal risk
P8
People
The risk that poor recruitment practices,
insufficient employee training or low
engagement levels, caused by poor
culture and compliance, could lead to
operational inefficiencies and
reputational damage.
Links to strategic themes
Links to KPIs
6
7
Key considerations
We have continued to deliver on our Great Place to Work
®
action plan to strengthen colleague engagement, recognising its importance in achieving our strategic objectives. This commitment was reflected
in our certification as a Great Place to Work
®
following the independent Colleague Survey conducted in October 2025. Our overall engagement score rose to 73%, up from 60% at the end of 2024,
demonstrating significant progress and highlighting our focus on flexibility, development and creating a workplace where colleagues feel valued, particularly during a year of substantial change activity,
underscoring the resilience of our culture and the effectiveness of our engagement initiatives. Further details can be found on page 28.
Mitigating actions
5 We launched ‘Your Vanquis’, our colleague offering that brings together our culture, values and purpose. It demonstrates how we support, recognise and invest in our teams, ensuring colleagues feel connected and valued.
5 Quarterly talent reviews are held with each ExCo member to address key retention risks and identify succession planning opportunities. These reviews are supported by management responsibilities maps and
succession plans for executive management and senior colleagues, ensuring clarity of accountability, resilience in leadership and continuity across the Group.
5 The LEAD Forum, comprising our most senior leaders across the business, is now embedded to champion and drive strategy implementation, foster our culture and help us provide agility in shaping and adjusting
our direction.
5 The Development Centre is established to enhance colleagues’ skills, performance and career progression through a suite of online learning and development tools.
P9
Technology, information
security anddata
The risk that inadequate technological,
security and data infrastructure, and
failure to upgrade systems, could lead
tooperational inefficiencies, data
breaches, service disruptions, a lack
ofscalability and reputational damage.
Links to strategic themes
Key considerations
We have been making positive progress to deliver Gateway to implement a single, strategic technology platform, which addresses the risks associated with operating across three segregated and ageing technology
stacks. Delivery of the platform will provide a basis for technological growth and support wider strategic delivery, whilst securing the environment andreducing our technical debt. As our reliance on legacy technology
reduces, the number of incidents causing significant operational disruption has moderated and they predominantly impact legacy systems.
As we continue to explore the use of AI, ML and large language models, weneed to utilise them responsibly, balancing capability with ethical practices, data security and process integrity to enhance customer and
colleague experiences. Failing to adopt these technologies risks competitive disadvantage and increased vulnerability to AI-driven cyber threats due to insufficient knowledge or protection.
As part of our annual risk taxonomy review, we have expanded this principal risk title to encompass data. Given our increasing reliance on digital platforms, AI-enabled processes and data-driven decision making, the
underlying drivers of these exposures are fundamentally technological, making technology and information security the appropriate principal risk category for effective oversight and control.
Mitigating actions
5 A gap analysis against the Cyber Governance Code of Practice published by the Department for Science, Innovation and Technology (DSIT) is underway to enhance Board focus on cyber risk
governance, including resilience testing and supply chain oversight.
5 Cyber security controls continue to be strengthened through enhancements to endpoint protection, ransomware defences, additional tooling, monitoring and incident response capabilities.
5 The AI policy and framework continue to develop as we explore and integrate AI and ML technology into our processes to manage our risk exposure, including against data, security, regulatory and compliance standards.
5 The data transformation programme is progressing to simplify and consolidate all data across the business, resulting in a centralised and consistent dataset, improving the customer journey and operational efficiency.
P10
Operational
The risk that failures in processes,
systems or human error could result in
business disruptions, financial loss,
regulatory action, poor customer
outcomes and reputational damage.
Links to strategic themes
Links to KPIs
11
Key considerations
Operational risk is inherent to our activities and remains a key area of focus as we execute our strategy. We balance internal expertise with trusted, strategically selected outsourcing partners and
third-party suppliers to ensure resilient service delivery, while progressing transformation programmes that will establish a fit for purpose technology platform to support our operations. These initiatives
strengthen operational resilience andenhance customer outcomes.
Mitigating actions
5 Assurance activities encompass the delivery of key strategic programmes and their interdependencies, which are consistently managed through adherence to the change delivery framework.
5 Our operational resilience tool continues to embed, prioritising the supporting processes and infrastructure that underpin our Important Business Services (IBS) while advancing enterprise-wide response and recovery planning.
5 Scenario testing is ongoing to identify vulnerabilities, with findings informing the 2026 operational resilience self-assessment and remediation plans as continuous improvement.
5 Oversight of material outsourcers and critical third parties and suppliers, who directly impact IBS, remains a priority. These relationships are subject to ongoing monitoring and performance programmes in line with
the third-party risk management framework.
5 Speech analytics have been enhanced to analyse calls at scale, driving operational efficiencies and increasing oversight across high-risk customer processes.
61 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Principal risks and uncertainties continued
Risk Pillar 4: Strategic
We seek new business opportunities, which are aligned to our customer, regulatory and commercial objectives.
Principal risk
P11
Model
The risk that incorrect assumptions, poor
design or outdated data within models
used for decision making could lead to
unintended outcomes, financial loss or
operational inefficiencies.
Links to strategic themes
Key considerations
Models are widely used across the Group and play an important role in helping achieve key business decisions, risk management and strategic objectives. The use of models carries inherent risk to the Group due to
their underlying assumptions, methodologies and complexities. Effective model governance, oversight and validation are key in mitigating model risk across the Group.
Mitigating actions
5 Specialist model risk expertise has been recruited in the second line of defence to strengthen validation and assurance, with a particular focus on Tier 1 models, including IFRS9, credit and pricing models.
5 Each model is assigned a tier based on its quantitative and qualitative impact to inform governance and independent validation, with Tier 1 models prioritised for validation given their significant business impact.
5 The Model Risk Committee meets monthly, with representation across all three lines of defence, to oversee model risk and ensure effective approval and governance processes are in place for all models and
covered tools.
5 Sub-working groups have been established to monitor the development, implementation, use and performance of all live models in the model inventory. Escalation routes are in place to the Model Risk Committee.
5 The Model Risk Policy has been refreshed to set out the key guiding principles for appropriate and effective model risk management across the lifecycle and strengthens alignment with PRA’s model risk
management principles in Supervisory Statement (SS) 1/23.
P12
Business performance
The risk that poor performance of key
business processes, such as financial
planning, operations or customer service,
could lead to financial losses, reduced
market share, threat to the Group’s
long-term viability and reputational
damage.
Links to strategic themes
Links to KPIs
1
9
12
Key considerations
In 2025, Vanquis returned to profitability and achieved growth in gross customer interest-earning balances. The business also benefited from the revised FOS fee structure (see customer risk) and greater clarity on its
exposure to motor finance redress following the FCA consultation on a Scheme of Arrangement (see regulatory risk).
Uncertainties in the macroeconomic, regulatory (including as an SDDT) and competitive environment remain key drivers of business performance risk. To mitigate these risks, we continue to focus on improving technology
and business efficiency and maintaining attractive customer propositions, which support the needs of our customers.
Mitigating actions
5 The Group monitors strategic risk by conducting regular forecasts, stress testing and scenario analysis, including those undertaken in the ICAAP and ILAAP.
5 Performance is monitored monthly against internal forecasts and key indicators. The Executive Risk Committee considers emerging risks and takes appropriate action to ensure risks are managed and strategic goals
are met.
5 The product leads monitor demand for products to ensure that the Group continues to deliver against its strategy and customer needs.
5 The pricing framework in place supports disciplined pricing decisions, balancing growth, margin, affordability and customer outcomes.
5 Ongoing assessment of market positioning and competitive dynamics informs product design, pricing and distribution decisions.
5 The Group’s Future Bank Strategy provides a clear roadmap for sustainable growth, cost efficiency and capability enhancement, with delivery overseen through established governance committees.
Strategic themes
Customer-led Insightful risk
management
Efficient
organisation
Digital, tech, data
andanalytics
A great people
proposition
KPIs
Find our KPIs on pages 18 to 20
62 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
In accordance with the 2024 UK Corporate
Governance Code, the directors confirm that
they have a reasonable expectation that the
Group will be able to continue to operate and
meet its liabilities as they fall due over the next
three years to 31 December 2028 (the Viability
Period). The Viability Period represents the
period over which the Board has a reasonable
degree of confidence over anticipated events,
including prospects for the macroeconomy,
andalso provides an appropriate outlook
overthe medium tolong term.
In making the Group viability statement, the
directors have made an assessment of the
Group’s current financial position and prospects,
as outlined within the Strategic Report, together
with the principal risks and other factors likely
toaffect the Group’s future performance
anddevelopment. This assessment is made
followingconsideration of a wide range
ofinformation, including:
5 the Group’s corporate plan, updated in 4Q25
to capture latest outer year projections,
which sets out financial, capital, liquidity
andfunding projections, together with an
overview of relevant risks;
5 the principal and emerging risks which could
impact theperformance of the Group;
5 a severe but plausible stress testing
scenario, which is designed to assess the
potential impact of certain underlying risks
on the Group’s capital and funding
resources, together with the availability
andeffectiveness of mitigating actions; and
5 reverse stress testing analysis, which is
designed toassess the point at which the
Group is no longer aviable concern.
The Group’s corporate plan was approved by
the Board in January 2026. In doing so, the
Board has reviewed detailed forecasts for the
three-year period to December 2028 and
considered less detailed forecasts for 2029 and
2030. These higher-level, outer year forecasts do
not contain any information which would cause
different conclusions to be reached over the
longer-term viability ofthe Group.
The Group’s annual planning process takes into
account the Group’s strategic objectives and
business model. The business model focuses on
relatively short-term lending to consumers and
operates conservative underwriting. The plan
makes certain assumptions about the regulatory
environment, future economic conditions and
anticipated changes within the markets in which
the Group operates and also makes an
assessment of the Group’s ability to fund new
business growth. The Board obtains independent
assurance from Group Risk over the alignment
of the corporate plan with the Group’s strategy
and the Board’s risk appetite. Specific focus is
placed on capital risk as well as liquidity and
funding risk. The assessment also considers the
key risks which may impact delivery of the
Group’s operating plan. The Group’s principal
risks are included onpages 57 to 61.
The corporate plan is based on a
macroeconomic scenario which was in line with
market consensus estimates, and which assumes
that the UK economy remains constant, with
expectations of moderate levels of GDP through
2026 with expected reductions in the Bank Rate
in 2026. Inflation is expected to fall through 2026
c.2.6% and continue to reduce thereafter
towards the 2% BoE target. The plan assumes
that the UK unemployment rate remain broadly
stable in 2026 and decreases from 2027.
The Board conducts a number of specific reviews
of the corporate plan provided by Group and
functional management, alongside other regular
briefings on and discussion of new strategies,
business developments and current financial
performance. These reviews consider a range
ofmarket opportunities and developments,
together with associated risks from within
theBoard’s riskappetiteframework.
The Group manages its liquidity to meet the
Overall Liquidity Adequacy Rule (OLAR) and to
ensure that it can meet its liabilities as they fall
due. The level of liquidity required by the OLAR
is determined by the Internal Liquidity Adequacy
Process Assessment (ILAAP) and is based on
ananalysis of the Group’s business as usual
forecast cash requirements but also considers
their predicted behaviour in stressed conditions.
In recognition of the waiver renewed in October
2025, which allows Vanquis Bank Limited to
fundthe vehicle finance business, the ILAAP
alsoincludes an assessment of the liquidity
needs of the wider Non-Bank Group. The Group
has sufficient access to liquidity resources,
including retail deposits, secured funding on
itsassets and access to wholesale markets.
Furthermore, the Group has plausible options
available to it, should the need arise, to either
reduce the liquidity requirements or increase
theamount of liquidity it has (or can raise).
The corporate plan has been stress tested using a
severe macroeconomic scenario which is broadly
consistent with the “rates-up” scenario, with the
UK unemployment rate rising to approximately
7.8%. The stress test scenario takes into account
the availability and effectiveness of mitigating
actions which could be taken by management to
avoid or reduce the impact of the macroeconomic
stress. These management actions could include
but are not restricted to restricting variable pay,
reducing lending growth, and/or changing the
dividend payout. The corporate plan has also
been reverse stress tested to the point of
non-viability after reflecting available mitigating
actions. The viability assessment concluded that
the Group’s viability only comes into question
under an unprecedented macroeconomic scenario.
The Group has an established operational
resilience and business continuity policy and
framework which define the approach to continuity
and resilience to meet regulatory expectations
involving scenario exercising and vulnerability
remediation. Third Party Risk Management is a
key consideration when evaluating the overall
resilience of the Group with contingency and exit
planning a core focus enabling us to mitigate
the impact of material third-party failure.
The directors also considered it appropriate to
prepare the financial statements on the going
concern basis, as set out on page142.
Dave Watts
Chief Financial Officer
25 February 2026
Viability statement
63 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
64 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chairman’s introduction to governance
Robust governance
to underpin the
delivery of our
strategy
Dear Shareholder,
On behalf of the Board, I am pleased
tointroduce the 2025 Corporate
GovernanceReport.
Board activity and oversight
ofstrategy
Board activity during the year (pages 71 to 72)
was heavily focused on the Group’s ongoing
transformation and the achievement of key
objectives that resulted in a return to profitability.
The Board received two substantive updates on
the strategic plan for growth to 2027, including at
an offsite meeting with the Executive Committee
in June and during a visit to our Chatham site in
September, which also provided opportunities
for wider colleague engagement.
The Group’s strategy centres on product
expansion and diversification to meet our
customers needs, the development of
partnership opportunities, and a digital-first
approach supported by continuous efficiency
improvements. Our technology transformation
programme remains pivotal to delivery of these,
and I am pleased to report that progress
remained substantively on track during 2025.
The Board also continued to oversee
enhancements to our risk management and
internal control framework in preparation for the
Sir Peter Estlin
Chairman
Our governance framework and
Board composition are designed
toensure rigorous oversight of
strategy, risk and culture, enabling
the Group to create sustainable
long-term value.”
Sir Peter Estlin
Chairman
requirements of the refreshed UK Corporate
Governance Code. In September, we approved
the issuance of Additional Tier 1 capital and the
buyback of Tier 2 capital (page 70), strengthening
the Group’s capital position and ensuring our
continued ability to deploy capital effectively.
Culture
The Board recognises the importance of
embedding a Group culture that reflects our
purpose and values (page 73). A highlight this
year was achieving Great Place to Work
®
accreditation, which reflects meaningful progress
in colleague engagement. Through site visits and
colleague events, the Board gained valuable
insight into colleague sentiment and heard
directly from teams across the Group (page 74).
Board composition and governance
Following the Board reorganisation during 2024
and January 2025, composition remained stable
throughout the year. The Board continued to draw
on its broad expertise to provide constructive
challenge and support to the Executive. As part
of our three-year cycle, an external evaluation
was undertaken by Independent Audit (pages
82 and 83), which commended the Board’s
diversity, commitment and positive dynamic.
The Board remains committed to the highest
standards of governance to underpin the
delivery of our strategy. Further detail on the
work of our committees is set out on pages 84
to97, including our preparations for the new
requirements under the UK Corporate
Governance Code 2024 (page 94).
I am pleased to confirm that our 2026 AGM will
take place in our new Bradford head office on
6th May 2026 at 10am. I hope you will be able to
join us.
Sir Peter Estlin
Chairman
25 February 2026
65 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Chairman’s introduction to governance continued
Governance highlights
5 Continued development and embedding of the Group’s strategic priorities (71)
5 Continued simplification of the Group’s corporate structure to achieve further efficiencies (77)
5 Optimisation of our capital structure (70)
5 GPTW accreditation demonstrating the continued embedding of our culture (73)
The Board confirms that, for the year ended 2025, the Group has complied with the provisions
and consistently applied the principles of the UK Corporate Governance Code 2024.
Page
Code
principles
Chairman’s introduction to governance 64
Our Board 66 A
Division of responsibilities 68 F, G, H, I
Setting our strategy 70 C
Promoting long-term sustainable success: Board focus areas during 2025 71 A
The Board: our culture 73 B
Stakeholder engagement and decision making 74 D, E
Effective engagement with shareholders and stakeholders: Investor Relations 78 D
Composition, succession and evaluation 79
Board composition 79 J, K
Director induction and training 80
Assessing Board performance – annual Board evaluation 82 L
Nomination and Governance Committee Report 84 J, K
Audit, risk and internal control 86
Audit Committee Report 86 M, N
Risk Committee Report 91 O
Directors’ Remuneration Report 95
Directors’ Report 123 P, Q, R
You can read about our progress against the new Provision 29 requirements introduced by the
UK Corporate Governance Code 2024 in our Risk Committee Report (94).
During 2025, the 2024 updates to the UK Corporate Governance Code were embedded and compliedwith.
Key changes (non-exhaustive) Our response
Principle C: embedding an outcomes focus in
governance reporting in the context of the
Group’s strategy and objectives
Our Annual Report continues to link all
keydecisions and activities to the Group’s
strategic objectives.
Provision 2: reporting on how the Group’s
culture has been embedded
Our culture reporting (page 73) outlines the ways
in which the Board oversaw the embedding of the
Group’s desired culture.
Principle J: the requirement for a formal and
transparent Board appointment process and
updates to the articulation of diversity
characteristics
You can read about our approach to Board
appointments on page 84.
Our Inclusion and Diversity Policy was updated
tomirror the language used in the Code.
Principle O: makes the Board responsible for
maintaining the effectiveness of the risk
management and internal control framework
You can read about our progress on developing
our risk management and internal control
framework in our Risk Committee Report (page 93).
Provision 25: extends the requirement to adhere
to the Audit Committee Minimum Standards to
all premium listed companies
The Audit Committee updated its terms of
reference and forward agenda planner to ensure
compliance with the Minimum Standard. The most
significant area of change relates to the audit
tender process. You can read about our approach
to this on page 87. When the Company launches
the next tender process, the Minimum Standard
requirements will be adhered to.
Provision 28: requires an explanation of the
procedures in place to manage and identify
emerging risks
You can read about our approach to emerging
risks on page 93.
Provision 29: in addition to Principle O, the
Board must identify and attest to the
effectiveness of its material controls (for Financial
Years commencing after 1 January 2026)
You can read about the Group’s work on material
controls in our Risk Committee report on page 94.
66 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Board of Directors
Our Board
Sir Peter Estlin
Chairman
N
Appointed as Chairman: 15 September 2023
Joined the Board: 19 April 2023
Tenure: 2 years
Career and experience:
Peter is a senior finance professional with a 35-year career
in banking and finance with PwC, Citigroup and Barclays.
Peter was knighted in 2020 for his services to international
business, skills and inclusion. He also served as the 691st
Lord Mayor of the City of London from 2018 to 2019 and has
been an Alderman for the City since 2013. Having qualified
as a Chartered Accountant with Coopers & Lybrand in 1993,
where he later became a Partner, he held the role of CFO
for the Asia Pacific and, latterly, the Global Corporate and
Investment Bank businesses at, Citigroup. From 2008 Peter
held senior roles at Barclays plc, including Group Financial
Controller, CFO of the Retail and Business banking division
and acting Group CFO.
Peter’s contribution to the Board, key strengths,
skillsand reasons for re-election:
Peter is a commercially and strategically astute CFO and
non-executive director who brings both breadth and depth
of banking experience, including retail banking, and is an
experienced chairman.
5 A strong leader with significant finance and accounting
experience gained in professional services and banking,
further complemented by expertise across systems
management, financial reporting and accounting,
investor relations, treasury management, and mergers
and acquisitions.
5 Extensive governance experience, across the private,
public and charitable sectors.
5 Wealth of knowledge of the financial markets
andexperience of implementing strategy and
deliveringsignificant corporate transactions,
andtransformation projects.
Current external appointments:
5 Non-Executive Director of NM Rothschild Ltd,
Supervisory Board member at Rothschild WAM Co
andRothschild & Co and of the Institute for
Apprenticeships and Technical Education (IfATE).
5 Chair of FutureDotNow and Association of Apprentices.
5 Trustee at Ironmongers Trust Company.
5 Director at Revolut Newco UK Ltd.
Ian McLaughlin
Chief Executive Officer
D
Appointed: 1 August 2023
Tenure: 2 years
Career and experience:
Ian has extensive banking experience across mortgages,
wealth management, savings, insurance and motor finance.
From 2019, Ian was the CEO of Bank of Ireland (UK) Plc.
Hehas served as a non-executive director on bank and
technology company boards, and from 2012, held senior
retail banking roles at Royal Bank of Scotland (now
NatWest Group), including developing specialist consumer
and commercial financial services propositions.
Ian’s contribution to the Board, key strengths,
skillsand reasons for re-election:
Ian is a highly experienced chief executive officer and
board director. He has a strong track record of delivering
growth through improving customer service and enhancing
distribution volumes and channels, through the recruitment
and development of high-performing teams.
5 A deep knowledge of the financial services industry
andregulatory environment.
5 Experience in managing complex transformation
programmes, providing clarity on strategy, purpose
andculture, whilst overseeing successful operational
delivery.
5 Delivering market-leading customer propositions that
provide excellent customer outcomes.
5 Leading brand, product and proposition development.
5 Non-executive director experience.
Current external appointments:
5 Non-Executive Director of UK Finance Limited.
Michele Greene
Senior Independent
Non-Executive Director
N
Ri
Appointed: 9 March 2023
Tenure: 2 years
Career and experience:
Michele is a highly experienced finance professional at
executive and board level. She has held senior roles at
Virgin Money and MBNA Europe Bank and, prior to that,
she worked across various finance functions at Goldman
Sachs, Credit Lyonnais and KPMG Dublin. At Virgin Money,
Michele was Director of Strategic Development, where she
was responsible for establishing a credit card business on
anewly built IT platform, and was subsequently appointed
as the Managing Director of the Virgin Money Digital Bank.
In 2018 Michele co founded Mololo Limited, a boutique
advisory company specialising in helping companies in the
payments and unsecured lending space.
Michele’s contribution to the Board, key strengths,
skillsand reasons for re-election:
Michele has over 25 years’ experience of financial services
and retail banking, particularly in the areas of payments
and digital innovation. Michele has built significant
experience in the development and growth of successful
banking businesses.
5 Chartered Accountant and experienced business
executive and finance professional with a strong track
record as a CFO and MD.
5 Deep knowledge within the consumer credit, card
payments and digital banking sector.
5 Proven ability to build effective working relationships
with key stakeholders, including regulators, investors
and analysts.
5 Non-executive director and chair experience.
Current external appointments:
5 Executive Director and co-founder of Mololo Limited.
5 Non-Executive Director of Bank of Ireland Group plc,
J&E Davy Unlimited and, East End Fair Finance Limited.
5 Trustee of Bank of Ireland Staff Pension Fund.
Dave Watts
Chief Financial Officer
D
Appointed: 1 November 2023
Tenure: 2 years
Career and experience:
Dave is a highly experienced banking CFO who worked for
HSBC for nearly 30 years in a variety of roles at the global,
regional and business levels. He notably was part of the
team that established the UK ring fence bank of HSBC and
was subsequently the CFO and an Executive Director of
HSBC UK Bank plc from 2017-2021. Most recently, Dave served
as CFO and Executive Director of HSBC Bank plc, which
managed HSBC’s business in Europe (ex. UK). Between 2015
and 2018, he was the CFO of HSBC Bank plc. Dave’s prior
roles were outside of personal banking and wealth, including
global CFO roles for commercial banking, global banking,
operations and technology. Dave qualified as a Chartered
Accountant with KPMG and is a qualified treasurer.
Dave’s contribution to the Board, key strengths,
skillsand reasons for re-election:
With over 35 years of financial services experience,
Davehas a proven track record of executing strategy
anddelivering on significant challenging multi-year
transformations and projects.
5 A highly experienced finance leader with extensive
banking experience.
5 A strong treasury background with experience in
challenging liquidity, funding and capital matters,
inentities with differing regulatory requirements.
5 A proven track record of enhancing engagement and
relationships with various external stakeholders,
including regulators.
5 A strong cost management capability having led
numerous cost management and reporting initiatives.
5 Non-executive director experience.
Current external appointments:
5 Non-Executive Director of CAF Bank.
Committee key:
A
Audit Committee
D
Disclosure Committee
N
Nomination and Governance Committee
Re
Remuneration Committee
Ri
Risk Committee Committee Chair
67 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Board of Directors continued
Our Board continued
Karen Briggs
Independent
Non-Executive Director
A
N
Ri
Appointed: 27 March 2024
Tenure: 1 year
Career and experience:
Karen is a qualified accountant with over 30 years’
experience, having held many senior leadership roles at
KPMG UK, including as Head of Risk Consulting and Head
of Tax, Pensions and Legal Services. Throughout her career
she has had a focus on financial services, AI, big data and
technology. She was a Board member for K Capital, KPMG’s
global technology investment fund, where she led the
development and management of AI, cyber, data and other
solutions. In 2020 she led the Forensic & Litigation Consulting
and Technology practices of FTI in EMEA and focused on
strategic leadership to drive transformational growth.
Karen’s contribution to the Board, key strengths,
skillsand reasons for re-election:
In addition to her financial services expertise, Karen has
also been a senior banking regulator and worked on the
highest profile banking investigations globally. Karen is a
highly experienced leader focused on leading complex
global regulatory, forensic and financial crime assignments
for financial institutions, other regulated entities
andregulators.
5 Extensive experience of working with audit committees,
and familiarity with accounting and assurance.
5 Brings extensive experience of designing, implementing
and overseeing large-scale remediation programmes
across a variety of sectors covering risk, assurance,
compliance, conduct, regulation, and data/technology.
5 Non-executive director experience.
Current external appointments:
5 Chair of Audit & Risk Committee and Independent
Council Member of Imperial College London.
5 Non-Executive Director and Trustee of Invictus Games
Foundation Board and IGF Trading Ltd.
5 Advisory Council Member for Elevate City, a women’s
leadership network.
5 Chair of Audit Committee and Non-Executive Director
ofSMBC Bank International plc.
5 Chair of Audit & Risk Committee and Non-Executive
Director of Chubb Underwriting Agencies Limited and
Happold LLP.
5 Non-Executive Director of Chubb European Group SE.
Graham Lindsay
Independent
Non-Executive Director
A
N
Re
Appointed: 1 April 2019
Tenure: 6 years
Career and experience:
Graham held a number of senior executive roles at Lloyds
Banking Group over a 40-year period, including responsibility
for the Lloyds branch network, HR Director of the Retail
Bank and as Group Responsible Business Director. Graham
joined the Wonga UK board in 2016 as part of the new
leadership team engaged to improve the business and
deliver change following regulatory approval.
Graham has been a Board member of the Institute of
Banking & Financial Services and sat on the Professional
Standards Board. He is Senior Independent Director at
OneFamily, a Trustee of Break Charity and an Emeritus
Trustee of The Brain Tumour Charity.
Graham’s contribution to the Board, key strengths,
skills and reasons for re-election:
Graham brings to the Board extensive experience in
commercial, private and retail banking and a deep
understanding across all distribution channels. Graham has
had demonstrable success in focusing organisations on
their customers, ensuring they are at the heart of decision
making and product design. Graham also has a strong
appreciation of the Group’s regulatory environment.
5 Extensive customer knowledge, strong customer
focusand a track record of enabling and overseeing
businesses to ensure that they put the customer at the
heart of what they do.
5 Significant stakeholder engagement experience.
Current external appointments:
5 Senior Independent Director at OneFamily and
Chairofthe Pension Trustee Board.
5 Trustee of Break Charity.
5 Emeritus Trustee of The Brain Tumour Charity.
5 Director at Family Assurance Staff Pension Scheme
Trustees Ltd.
5 Vice Chair of Skipton Group.
Jackie Noakes
Independent
Non-Executive Director
N
Ri
Re
Appointed: 27 March 2024
Tenure: 1 year
Career and experience:
Jackie is a senior leader with extensive experience in
large-scale business and technology transformation
acrossbanking and insurance. She has significant executive
experience at board level having performed roles as CEO,
COO and CIO. Jackie has non-executive experience in mutual
and listed plc businesses. In September 2018 she joined the
Bank of Ireland as Group Chief Operating Officer and
played a key role in delivering bank-wide transformation.
This included enhancements to the group’s information
security management and cyber risk protection measures.
Jackie held several roles at Legal & General including
leading the company’s £105bn savings business.
Jackie’s contribution to the Board, key strengths,
skillsand reasons for re-election:
Jackie works at executive level to lead, shape and deliver
strategic business change, undertaking the management
ofacquisitions and divestments as well as designing
andimplementing enterprise-wide transformation and
regulatory compliance.
5 A strong customer focus, leveraging data and insights
to drive continuously improved experiences and
customer journeys.
5 Has specific skills and experience across payments,
technology, operations, information security, and
strategic data transformation.
5 Extensive experience in financial services and a strong
track record in delivering on business transformation.
5 Non-executive director experience.
Current external appointments:
5 Director at SLFC Services Company (UK) Limited.
5 Director at The Scottish Mutual Assurance Society.
5 Director at Pearl Group Services Limited.
5 Director at PGMS (Glasgow) Limited and PGS 2 Limited.
5 Director at Reassure UK Services Limited.
5 Group Chief Operating Officer of the Phoenix Group.
Oliver Laird
Independent
Non-Executive Director
A
N
Re
Appointed: 27 March 2024
Tenure: 1 year
Career and experience:
Oliver is a highly experienced board level chief finance
officer and non-executive director with extensive finance
and regulatory experience in financial services,
manufacturing and consultancy having been CFO at
Lookers plc (£4bn revenue car retailer, 6,500 employees),
CFO at First Direct, Director of Central Finance at Lloyds
Banking Group and Finance Director of Co-op Insurance.
Hehas held non-executive director and audit committee
chair roles across a range of sectors.
Oliver’s contribution to the Board, key strengths,
skillsand reasons for re-election:
Oliver is financially literate and will be able to confirm
theintegrity of internal controls and financial reporting
anddetermine how risk will be evaluated, calibrated,
andmanaged. He displays an engaging leadership style
with effective communication skills and is objective and
independently minded, prepared both to challenge and
support management yet still be a team player.
5 A highly experienced finance leader with extensive
banking experience.
5 A strong CFO background with experience in financial
analysis and planning, statutory regulatory reporting,
investment and capital structure decisions, and group
tax and treasury management.
5 A commercially focused executive with a proven track
record of building business and delivering strategic
change and improvements that drive uplifts in profits,
increase shareholder value and improve the control
environment.
5 Non-executive director experience.
Current external appointments:
5 Chair of Audit Committee and Board member
ofBeverley Building Society.
5 Non-Executive Director and Audit Committee Chair
ofthe Shepherds Friendly Society.
5 Non-Executive Director and Audit Committee Chair
ofthe UK Board of Paysafe Limited.
68 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Division of responsibilities
The Group’s governance framework
supports the appropriate allocation
of accountability and compliance
with best practice. It facilitates the
Board’s role in setting the strategy,
challenging management on the
execution of strategy and overseeing
effective risk management and
internal controls.
The structure detailed opposite is underpinned
by committee terms of reference, matters
reserved for the Board (www.vanquis.com/
investors/board-corporate-governance) and the
Group’s Delegated Authorities Manual. Whilst
maintaining best practice, the governance
framework allows for agile decision making
andresponsiveness.
Executive directors
The Group’s executive directors – the CEO and CFO – are responsible for all matters pertaining to the Group’s performance
andday-to-day management. The executive directors are assisted by the Executive Committee, which supports the operation
ofthebusiness and informed decision making onmatters not reserved for the Board or Board committees.
The Executive Committee is supported by two senior executive management committees, the Executive Risk Committee and
theGroup and Bank ALCO.
The Board
The Board is primarily responsible for setting the Group’s strategy for delivering long-term value to our shareholders and other
stakeholders, providing effective challenge to management concerning the execution of the strategy and ensuring the Group
maintains an effective risk management and internal control system.
Our strategy
see page 70
Managing risks
see page 91
Board composition
see page 79
Section 172(1)
Statement
see page 52
Board activities
see pages 71 and 72
The Board delegates certain matters to its committees
See page 86 for the
Committee’s role
and responsibilities
See page 91 forthe
Committee’s role
and responsibilities
See page 95 forthe
Committee’s role
and responsibilities
See page 84 forthe
Committee’s role
and responsibilities
Audit
Committee
Risk
Committee
Remuneration
Committee
Nomination and
Governance
Committee
Disclosure
Committee
Shareholders and other stakeholders
Governance framework
69 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Shareholder information Financial statements Strategic report
Independence of the Board
Division of responsibilities continued
Independence of the NEDs
and conflicts ofinterest
The Board and Nomination and Governance
Committee review the independence and time
commitment of NEDs onappointment and
thereafter annually, taking into account the
requirements of the Code. Time commitment
isalso reviewed where an additional external
appointment for a director is proposed. During
2025, the Board approved the appointments of:
5 Oliver Laird as NED and Audit Committee
Chair of Paysafe Limited;
5 Karen Briggs as Director of Invictus Games
Foundation Trading Limited (IGF Trading);
and
5 Graham Lindsay as Vice Chair of
SkiptonGroup.
Clearly defined roles and responsibilities
We define the separate roles and responsibilities of our Chairman, CEO and Senior Independent
Non-Executive Director in writing and they are available on our website, www.vanquis.com.
Chairman, Sir Peter Estlin
5 Builds and leads an effective and
appropriately skilled Board, which
challenges management onthe
execution of strategy.
5 Promotes best practice Board
behaviours through effective chairing
and the encouragement of constructive
challenge and openness.
5 Ensures that the Board promotes high
standards of corporate governance
and models Company culture.
5 Engages with stakeholders to inform
decision making.
Chief Executive Officer, Ian McLaughlin
5 Manages the day-to-day operations
ofthe Group to execute the Board
agreed strategy and deliver the
Group’s purpose.
5 Leads executive management in the
implementation of Board decisions
andpromoting Company culture.
5 Manages the Group’s risk profile in
accordance withBoard direction.
5 Demonstrates ethical leadership
andmodels accountability
andtransparency.
Senior Independent Non-Executive
Director, MicheleGreene
5 Acts as a sounding board for the
Chairman and anintermediary for
other NEDs, as required.
5 Leads the performance review
oftheChairman.
5 Is available to shareholders outside
ofthe normal communication channels.
General Counsel and Company
Secretary, MichaelMustard
5 Advises on legal, governance, and
Board procedural matters.
5 Ensures the Board has high-quality
information, andthe resources required
to function effectively.
5 Facilitates discussion between the
Board and executive management.
5 Leads on delivery of corporate
governance requirements and the
Board effectiveness evaluation.
Non-executive directors
5 Provide independent and
constructivechallenge.
5 Scrutinise the performance
ofmanagement.
5 Develop strategy using their experience
and expertise from other sectors.
5 Chair the Remuneration,
Nominationand Governance, Risk
andAudit Committees.
Chief Financial Officer, Dave Watts
5 Leads the Group Finance function
inthedelivery ofGroup strategy.
5 Is responsible for capital management,
financialreporting and effective.
financial processes and controls.
5 Liaises with investors alongside
theCEO.
Executive Leadership Team
5 Supports the CEO in the development
and implementation of strategy, and
the embedding of culture.
5 The Executive Committee is comprised
of the ChiefExecutive Officer, Chief
Financial Officer, Chief Risk Officer, Chief
People Officer, Director of Customer
and Products, Chief Operating Officer,
Internal Audit Director, ChiefDigital and
Analytics Officer, and Group General
Counsel and Company Secretary.
Designated Non-Executive Colleague
Champion, Graham Lindsay
5 Seeks to understand the views
ofcolleagues.
5 Attends Colleague Forums and other
colleague engagement events.
5 Articulates the views of colleagues
atBoard meetings.
All Directors are required to disclose to the
Board any interests that may pose a conflict
inrelation to their duty to promote the best
interests of the Group.
The Board concluded that all directors continue
to be independent and have sufficient time to
discharge their duties to the Company. As a
result, all are recommended for re-election at
the 2026 AGM.
Independent 71%
Executive 29%
71%
of our Board
(excluding the Chairman)
are independent
non-executive
directors
70 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Setting our strategy
Principal Decision: Issuance of Inaugural Additional
Tier 1 (AT1) Notes and Tender of Tier 2 Notes
On 1st October, the Group announced that it had successfully issued
£60m in Additional Tier 1 Notes at a coupon of 10.875% and tendered
£58.5m of its Fixed Rate Reset Subordinated Tier Notes (the “transaction”).
This aligned with the Group’s strategic aim to optimise its capital
structure to enhance its lending ability for the benefit of customers
and to maximise capital efficiency for long-term value creation.
Decision-making process
The Board considered the proposal in July 2025,
receiving a detailed overview of the proposed
transaction from the CFO, supported by documentation
produced by the Group Treasury team. The Board
noted the key benefits of the proposal: enhanced and
efficient capital structure, facilitation of receivables
growth, and improved clarity of capital position for
investors. The Board was asked to approve the
transaction within clear parameters and delegate
authority for execution to the CEO andCFO.
Considerations and challenges
In response to Board challenge, the Executive
confirmed that the transaction would not be executed
until the outcome of the Vehicle Finance Commissions
Supreme Court judgment, which represented a
significant external variable for the Group; any change
resulting from the judgment would have necessitated a
return to the Board for amended authority to execute.
The Board also sought and received confirmation that
the regulator agreed with the proposal and additional
clarity on the terms of the instrument. The Board noted
the second line of defence risk assessment, which
supported theproposal.
Stakeholder impact analysis
The Board noted the impact of the transaction
onallstakeholder groups, noting in particular the
regulator’s support for a strengthened capital
structure, the direct benefit to existing investors
seeking to exit the Tier 2 instrument, the long-term
benefit to investors from capital optimisation and
resulting receivables growth, and the benefit to
customers from enhanced lending capability and
operational efficiency. The Board concluded that
thetransaction was in the best interests of the
Group’sstakeholders.
Links to stakeholders
Links to strategic themes
Links to risks
P2
P4
P5
Links to s.172
a
f
Key
Links to stakeholders
Customers
Colleagues
Government and Regulators
Shareholders
Communities
Suppliers
Links to strategic themes
Customer-led
Insightful risk management
Efficient organisation
Digital, tech, data andanalytics
A great people proposition
Links to risks
P
Find our key risks on pages 57 to 61
Links to s.172
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
f
The need to act fairly as between members
oftheCompany
The Board’s oversight of strategy and
the alignment of major decisions with
strategic direction is underpinned by
the Group’s strategic themes and the
generation of long-term value
forallstakeholders.
During the year, the Board oversaw the
execution of strategy through the monitoring
ofKPIs and updates from the Executive. In June,
the Board and Executive met for a strategy
focused day of meetings, the output of which
was refined further throughout the second half
of the year, culminating in an agreed strategy
for growth to 2027. Vanquis remains committed
to serving the underserved though a diverse
product offering based primarily on Cards and
Vehicle Finance, complemented by partnerships
to serve other lending needs. A strong capital
position is imperative for sustainable growth; this
was enhanced by the issuance of £60m in
Additional Tier 1 Notes and a tender of Tier2
Notes in October. You can read about the
Board’s role in this strategic decision below.
Customer-led
Insightful risk
management
Efficient
organisation
A great people
proposition
Digital, tech, data
and analytics
71 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Promoting long-term sustainable success:
Board focus areas during 2025
Board meeting agendas are informed by annual requirements, the Group’s Delegated Authorities Matrix, and responsiveness to both business need and
macroeconomic and external factors. The Chairman and the General Counsel and Company Secretary seek to ensure the focus of the meetings is appropriately
balanced between performance review, assurance, strategic direction and cultural issues.
Strategy Links to s.172 Links to stakeholders
Received and challenged regular updates on strategy throughout the year, with substantive strategy sessions being held in June and September.
a
b
c
d
e
f
Reviewed peer and competitor analysis in November.
a
e
f
Approved the issuance of AT1 capital and repurchase of Tier 2 (page 70) to optimise the Group’s capital position to facilitate the execution
of strategy in July.
a
e
f
Approved the continued rationalisation of the Group’s legal entity structure page 77.
a
b
c
Approved the Group’s long and near-term property strategy in November.
a
b
c
d
e
Approved several key contracts aligned with the execution of strategy.
a
c
d
Continued its scrutiny of the Group’s ‘turnaround priorities’, receiving updates at each meeting. a
b
e
f
Budget, financing and performance Links to s.172 Links to stakeholders
Scrutinised and challenged the 2026 Budget.
a
b
c
d
e
f
Reviewed and approved the half and full-year results, and quarterly market updates.
a
b
c
d
e
f
Reviewed and approved the CUG Waiver renewal application in April.
a
b
e
f
Received performance updates from the CEO and CFO at each meeting and scrutinised product performance and the continued cost
efficiencyprogramme.
a
b
c
d
e
f
IT, cyber and resilience Links to s.172 Links to stakeholders
Received a substantive update from the Group’s Chief Information Security Officer, challenging and requesting more information as required.
a
b
c
d
e
Oversaw the continued development of the Gateway IT infrastructure, challenging on reporting format and granularity throughout the year
and noting key risks as implementation drew nearer.
a
b
c
e
Reviewed and approved the Group’s ICAAP and ILAAP in May and June.
a
f
Received a demonstration of the new mobile app and update on the roll-out.
a
b
c
e
Received training on the market-wide impact of Artificial Intelligence and an update on Group use cases in November.
a
b
c
d
Approved the 2025 Operational Resilience Self-Assessment in March.
a
b
c
d
e
f
72 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Governance and risk Links to s.172 Links to stakeholders
Received regular updates from the CRO and the Risk Committee Chair.
a
b
c
d
e
f
Approved revised financial and treasury risk appetite measures, on the recommendation of the Risk Committee in December. a
e
f
Received and challenged regular updates from the ‘External Threats’ workstream, primarily relating to complaints and the FCA’s Vehicle
Finance Commission Scheme consultation.
a
b
c
d
e
f
Received an Investor Relations update, including analysis of the share register, investor perception and market comparison in November.
a
e
f
Approved the SMCR allocation and responsibilities in November.
a
e
f
Approved the Group Financial Lines and cyber insurance renewal in March.
a
c
d
People and culture Links to s.172 Links to stakeholders
Reviewed the results, themes emerging and action plan arising from the annual Great Place to Work
®
survey in November.
b
e
Received and challenged updates on culture and inclusion and diversity in November and December.
a
b
e
Received annual updates on whistleblowing and health and safety.
a
b
e
Received regular updates from the Designated Non-Executive Colleague Champion on key issues relating to people and culture.
b
e
Participated in colleague engagement events throughout the year, structured around Board meetings across our office locations.
a
b
Customer and regulatory Links to s.172 Links to stakeholders
Received and challenged updates on the embedding of the FCA’s Consumer Duty.
a
c
e
Listened to customer calls to gain further customer insight and suggest improvements to the customer experience.
c
e
The impact of the Supreme Court judgment on Vehicle Finance commissions, and subsequent FCA Scheme consultation, was regularly
debated throughout the year.
a
c
e
During 2025, the Board discussed ensuring more granularity of insight into the Group’s customer base and the merits of different metrics to
track complaints and customer satisfaction.
a
c
Areas of focus in 2026 include:
5 the delivery of the Gateway transformation programme;
5 continued profitability and maximisation of efficiency;
5 the long-term future strategy; and
5 the further embedding of the aspired culture.
Promoting long-term sustainable success:
Board focus areas during 2025 continued
73 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Our values
The Board: our culture
We care about people
We get the right things done
We find a better way
Our culture is derived from our purpose to deliver caring banking and ambition to unlock financial opportunities for underserved customers. The Board
assesses, monitors and embeds the Group’s desired culture. The achievement of the GPTW accreditation during 2025 demonstrated that cultural transformation
has aligned with the Group’s strategic progress from a colleague perspective. The Board takes action if it has any cultural concerns; no action was taken during
2025. Our culture extends to all of our stakeholders; you can read more about how we engage with our stakeholders on pages 74 to 78.
Monitoring culture and values:
5 The Board monitored culture, through
updates received in January, July and
November, overseeing progress during
theyear. Key feedback mechanisms
wereColleague Surveys, gender pay
gapdisclosures, and the escalation
ofwhistleblowing cases asrequired.
5 The Board supported the executive’s
development of a new Group colleague
culture statement: ACT: Ambitious,
Caringand Together.
5 The Group’s Colleague Forum,acts as
aworkforce panel. Graham Lindsay,
Chairofthe Remuneration Committee
andDesignated Non-Executive Colleague
Champion, regularly attended sessions
during 2025 enabling dialogue with
colleagues, which was reported back to
theBoard. Sir Peter Estlin and KarenBriggs
also attended during the year.
5 Board site visits provide an opportunity for
colleagues to ask questions or raise issues
with the Board. In 2025, these included
whole Board visits to the Bradford and
Chatham sites, which included informal
colleague drinks, a Board ‘speed dating’
session, the Chairman’s visit to the new
Bradford head office, and NED visits to
ourPetersfield site.
5 Remuneration is subject to risk-based
assessment and adjustment where
necessary. The Remuneration Committee
scrutinises management proposals, from
acultural lens, and challenges matters
thatmay indicate a cultural issue.
Embedding culture and values:
5 During the year we embedded a culture
ofbelonging through diversity-focused
programmes. Our I&D agenda, supported
by our Inclusion Community and Affinity
Groups, strives to foster an environment
where everyone, irrespective of their
backgrounds, abilities, or identities, feels
valued, respected, and empowered to
participate fully. The Board received an
I&Dupdate in December 2025.
5 ‘Culture Makers’ from the senior leadership
team conducted eight culture workshops
across all four sites, the results of which
informed the ‘ACT’ culture statement.
5 Our regular ‘Stay Connected’ all-colleague
virtual events and intranet articles seek
toembed the Group culture and clearly
indicate the ‘tone from the top’.
5 Linked to the work to identify and
assesstheGroup’s material controls, a full
review and refresh of the Group’s policy
governance framework was completed
during the year. The policy hierarchy and
directory were enhanced to ensure the
Group had established and communicated
aclear, consistent approach towards, policy
implementation and management. The work
has helped promote a positive risk culture of
clarity and accountability across the Group.
Culture metrics
Metric 2025 2024
Employee engagement 87% 81%
Diversity representation:
Male
Female
51%
49%
54%
46%
Colleague turnover (% of
colleagues who left
voluntarily) 7.5% 47%
Absenteeism (average
number of absence days
percolleague) 5 6
Colleague volunteering
hours 3,061 2,546
Trust Index 73% 60%
Payment practices (% of
invoices paid within 30 days) 98% 97%
Employee wellbeing
At Vanquis, we care about the health and
wellbeing of our colleagues, inside and outside
of work. We aim to support our colleagues by
being flexible and empathetic and offering a
range of health and wellbeing resources.
All colleagues have access to the following
wellbeing services, resources, and support
through our external partnerships and internal
support networks:
5 an Employee Assistance Programme (EAP)
provided by Legal and General;
5 support services available through the Bank
Workers Charity;
5 Mental Health First Aiders working right
across the Group, trained and ready to
listen and support;
5 the Denplan scheme, offering dental
insurance; and
5 Bupa Well+, which offers expert, confidential
medical advice when needed – 24 hours
aday, 7 days a week.
We pull together as a team
74 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Stakeholder engagement and decision making
Effective stakeholder communication
The Board recognises the importance of effective stakeholder engagement to the long-term success
ofthe Group. Our key stakeholder groups remained consistent during 2025, and the Board focused on
understanding its key stakeholders in a more granular and data-driven way. Their areas of interest, our
mechanisms in place to engage with them and outcomes of the engagement are set out on pages 21 to
23 in the Strategic Report. Below are some specific examples of the Board’s engagement and
consideration of each stakeholder group, demonstrating how the Board integrated stakeholder
concerns into the decisions it made.
Customers
Customer feedback, gathered through the
engagement approaches set out on page 22, is
reported to the Board through reports regarding
products, product performance, customer service and
customer experience, including customer call listening.
The Board champions continual improvement across
Group operations and seeks ways to improve
customer outcomes. All Board decisions include a
consideration of stakeholder impact (pages 70, 75 and
77– principal decisions). In both June and September,
theBoard’s strategy discussions centred on gaining a
deeper understanding of the Group’s customer base
and how to best serve our customers through product
design. Vanquis measures customer satisfaction (CSI)
in partnership with the Institute ofCustomer Service.
The survey, the results of which are reported to the
Board, enables the Group to benchmark its customer
satisfaction performance against a UK banks and
building societies average. In 2025 Vanquis undertook
three surveys, and achieved a weighted average CSI
score of 83.7, which is above the last industry
benchmark of 81.1 (published in July 2025).
During 2025, the Board oversaw, via reports from
theChief Operations Officer, the introduction of new
technology to enhance quality assurance checking in
the form of a speech analytics scorecard. The platform
significantly enhanced the Group’s monitoring
capability, improving the ability to identify customer
interactions with potential indicators of financial
difficulty, aligned with both regulatory expectation
and the customer-led strategy. All customer
interactions within high-risk segments have been
monitored since April 2025, and the Board has
scrutinised the output of this via complaints reporting.
The Operations function continues to build on progress
and introduce refinements and enhanced colleague
training through the introduction of an Outcomes
Optimisation programme.
Jackie Noakes leads the Board’s engagement on
Consumer Duty and recognised the improvements
delivered in customer understanding and expanded
customer characteristics for referral to the Operational
Specialist Support Team. The Board approved the
Group’s Consumer Duty annual attestation.
Links to strategic themes
Links to s.172
a
b
c
e
Colleagues
The Board regularly seeks direct feedback from
colleagues in various ways. This includes attendance
at the Colleague Forum and informal networking
events. In addition to regular attendance by the Non-
Executive Director Colleague Champion, the Chairman,
and Karen Briggs, Non-Executive Director, attended
Colleague Forum sessions to strengthen Board
engagement. The Chairman attended a colleague
stand-up. A colleague networking event took place at
our Chatham site where colleagues spoke to all
members of our Board. The executive directors
participate in the ‘Open Door’ initiative, allowing
colleagues to book a one-to-one meeting with any
ExCo member to discuss their own agenda. The Board
formally receives colleague feedback through the
Great Place To Work
®
survey, in which colleague
verbatim comments are shared and themes analysed.
The Board supported the introduction of the Group’s
colleague culture statement ‘Ambitious, Caring and
Together’ (ACT) as part of the cultural transformation
work, which received strong support from the
Colleague Forum. The Chief People Officer reported to
the Board on workforce engagement, detailing the
work of the Colleague Forum in its capacity as
advisory panel to the Board.
The Board, through its Remuneration Committee,
approved a grant under the Group’s Save As You Earn
(SAYE) Savings Related Share Option Scheme. An SAYE
grant, not possible in 2024, was welcomed by the
Board as an opportunity for colleagues to share in the
long-term success of the Company. Almost one-third of
colleagues joined the scheme.
Designated Non-Executive Director
Colleague Champion
The Board has appointed a Designated Non-Executive
Colleague Champion. Graham Lindsay continued in
this role and regularly attended Colleague Forum
meetings during the year. The Directors’ Remuneration
Report and executive and colleague remuneration
were tabled for discussion at the Forum. The Board
benefits from Graham’s engagement with colleagues,
providing unique insight into colleague perspective.
Investing and rewarding our workforce
‘Your Vanquis’, our colleague benefit framework, was
launched in 2025, bringing together the colleague
benefits under four pillars: Your Voice, Your Wellbeing,
Your Career, Your Reward. Your Vanquis builds upon the
Group’s values. The majority of colleagues were
migrated to a new HR and payroll management system
during the year, improving and standardising the
colleague experience. Performance management has
also been migrated to the HR system to help colleagues
track their objectives and performance management
discussions. To support colleague wellbeing, flexibility
and choice, the ability to buy and sell holiday was
introduced alongside ‘workations’, carer’s leave,
birthday leave and flexible bank holidays. The Board
was pleased to note the achievement of the ‘Great
Place to Work
®
accreditation, indicating a significant
development in the Group’s workforce engagement.
Links to strategic themes
Links to s.172
a
b
c
d
e
75 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Stakeholder engagement and decision making continued
Government and
regulators
We are committed to communicating proactively,
openly and honestly with our regulators. Our strategy,
purpose and values support delivery of a positive
andeffective risk culture that is focused on good
conduct and outcomes. Please see pages 54 and 55
for moreinformation.
The Board communicated directly with its regulators
across areas of common interest. During the reporting
period, the FRC reviewed the Group’s FY24 Annual
Report and Accounts as part of its regular review and
assessment of the quality of reporting in the UK. All
correspondence was approved by the Audit Committee
(see page 87). Selected Board members participated in
the Capital Supervisory Review and Evaluation Review
Process, meeting with the PRA to discuss the Group’s
capital arrangements, governance and regulatory
documents. You can read more about the outcome of
this engagement and the Group’s capital on page 6.
The Group received its Periodic Summary Meeting
letter and the Board considered the response, ensuring
that it addressed the PRA’s designated areas of
supervisory focus. Ian McLaughlin met with the FCA to
discuss a range of topics including claims management
companies, the market and the Group’s issuance of
Additional Tier 1 Notes and tender of Tier 2 Notes.
More information in our principal decision on page 70.
The Board oversaw the active contribution by the
Group to regulatory consultations including the
Consumer Credit Act reform, complaints reporting and
the FOS’s consultation regarding compensation
interest rates. The Board considered in detail the
Group’s response to the FCA’s consultation on its
proposed Vehicle Finance redress scheme, providing
detailed feedback on the FCA’s proposals. The Group’s
Chief Executive Officer remained a member of the
Board of UK Finance and contributes regularly to
industry discussions.
Links to strategic themes
Links to s.172
a
b
c
d
e
f
Principal Decision: Closure of Cheque Exchange
The Board approved the closure of Cheque Exchange Limited,
effective 31 March 2026.
Strategy and business model
Cheque Exchange Limited (CEL) is a subsidiary of the
Group, its primary purpose being the provision of
cheque cashing services to customers since 1994.
Classified as a business-to-business service provider,
CEL offered cheque cashing through high street agents
and scrap metal dealers. Demand for the service, the
agent network, and consequently the revenue have
reduced over time and this, coupled with the Group’s
reset of strategic direction in March 2024 to focus on
its core products, resulted in a review of the business.
Effective Board challenge
The Board explored different options for CEL including
its continued operation, sale or closure. The Board
assessed the stakeholder impact and outcomes of
each option, recognising that the best interests of all
stakeholders would not necessarily be aligned and
that it was therefore important to achieve a balanced
view. The Board agreed that a sale was not feasible
due to the legacy corporate structure and intra-group
legal arrangements.The Board noted that continuing
to operate CEL benefited CEL’s customers, but that
there was little prospect of future growth in the
market, which would enable CEL to contribute to the
overall long-term success of the Group, and declining
demand reduced CEL’s ability to serve existing
customers effectively or competitively. The Board
acknowledged that cheque cashing did not form part
of the chosen target business model and was not a
primary area of customer need and agreed that
resources would be better directed in pursuing the
Group’s priority areas of focus.
Agents, colleagues and customers
The Board discussed the proposed arrangements for
the closure from a stakeholder perspective. The Board
agreed that any agent and supplier contract
termination periods would be extended, allowing third
parties to make alternative arrangements. The Board
noted that for end user customers an alternative
cheque cashing service was available on the high
street and that alternative payment methods were
available for the agents to continue to offer the
service. CEL colleagues were considered similarly,
withthe lengthy closure period facilitating optionality
forcolleagues to explore internal and external
opportunities, with skills development opportunities
offered to those affected.
The Board approved the closure of CEL, acknowledging
that it would benefit the long-term success of the
Group in support of executing the Group’s strategy
and the negative stakeholder impact could be
minimised. The Board oversaw orderly arrangements
for the closure of CEL noting that a working group with
key personnel from Legal, Tax, and Risk had been
enlisted to execute the project. The Board noted that
regulatory engagement had been built into the plan
and the extended run-off period served to mitigate
reputational risks arising from the closure.
Links to stakeholders
Links to strategic themes
Links to risks
P1
P2
P10
Links to s.172
a
b
c
d
e
Effective stakeholder communication continued
76 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Stakeholder engagement and decision making continued
Communities
We recognise the importance of supporting our
communities through colleague volunteering,
community investment and long-term charitable
andcommunity organisation partnerships.
The Board oversees the Group’s sustainability
programme and supported the Group’s continued
focus on financial education, social mobility and
inclusion and addressing the root causes of social or
financial exclusion through the Vanquis Foundation.
Colleagues receive two days per year paid volunteering
time and any colleague fundraising is matched pound
for pound up to £500 per year. A total of 3,061
volunteering hours were recorded by colleagues in
2025 and £0.9m has been invested in our community
support programmes.
The Chairman was present when the Group signed the
Armed Forces Covenant alongside the Lady Mayoress
of London. The commitment pledges support for
service members and veterans regarding fair
treatment, career support, internal resource and
community engagement initiatives.
The Group partners with programmes and projects
that focus on financial literacy and inclusion.
Duringthe reporting period the Group has
sponsoredBullseye Maths, an initiative that enhances
numeracy skills through darts. The Group has continued
to work with theAhead Partnership, School-Home
Support, PlainNumbers and National Numeracy to
promote financialinclusion and build career aspirations.
You can read more about our community engagement
on page 23. In November, CEO Ian McLaughlin
contributed to the Step into Tech workshop held in
November which seeks to inspire young women to
explore careers in technology and digital. CFO Dave
Watts used his volunteering time to undertake his role
as Independent Non-Executive Director of the Charities
Aid Foundation Bank.
During 2025, Bradford was the UK City of Culture. As a
major supporter, the Group contributed to the Sing,
Dance, Leap! project for Bradford schoolchildren.
Links to strategic themes
Links to s.172
a
b
c
d
e
Suppliers
We have an established procurement and supplier
governance framework that supports us to form
positive relationships with our suppliers. We are a
reliable partner and appreciate that our suppliers
enable us to deliver good quality services and
products to our customers and other stakeholders.
The Board recognises that risk management,
sustainable business and contract performance are
key areas of interest to suppliers and consequently
oversaw enhancements to the operational resilience
and business continuity and third-party risk
management (TPRM) frameworks during the year. The
TPRM framework was refreshed and the TPRM policy
approved by the Risk Committee in November. The
Board approved the Group’s annual Operational
Resilience Self-Assessment and the Board Risk
Committee received a progress update in September,
noting that the delivery plan for meeting the
regulatory requirement was on track. A supplier
conference was held in November to strengthen
material third-party relationships. Activities were also
completed to educate and raise colleague awareness
of the framework expectations and responsibilities.
The Board welcomed the achievement of gold
standard by the Group under the Fair Payment Code,
which is the highest achievement awarded and is
recognised accreditation for the prompt payment and
fair treatment of our third-party suppliers. The Group’s
payment terms are aligned to the Fair Payment Code
(30 days).
The Board Risk Committee considered suppliers in it’s
oversight of cyber risk and operational risk. The Risk
Committee commissioned a review of the National
Security Strategy 2025: Security for the British People in
a Dangerous World, published by the UK Government in
June 2025, which confirmed the Group was positioned
to withstand the threats identified. You can read more
about this in the Risk Committee Report on pages 92
and 93.
The Board considered material contracts and received
performance updates regarding the Group’s material
suppliers, including those providing services linked to
the Gateway IT programme.
Links to strategic themes
Links to s.172
a
c
d
e
f
Effective stakeholder communication continued
77 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Stakeholder engagement and decision making continued
Principal Decision: One Vanquis legal entity project
Background: The Board noted that the current legal entity structure
was not reflective of the current operating model and was inefficient,
resulting in additional cost and administrative burden.
Decision-making process
In late November 2024, the Board received a detailed
proposal from the CFO to rationalise and simplify the
legal entity structure of the Group to better reflect the
current operating model, reduce costs, reduce the
complexities of intra-group funding arrangements and
mirror other Group simplification projects already in
progress. Phase 1 of the project completed on
31December 2024. In July 2025, the Board approved
Phase 2 of the project, to align Group servicing
activities, including the transfer of related assets,
liabilities, supplier contracts and colleagues. In
November 2025, Phase 3, which involved the
elimination of the Group’s dormant legal entities, was
approved. After careful consideration at each stage,
the Board concluded the proposal was in line with the
Group’s strategic objectives and conveyed clear
long-term benefit to the Group as a whole.
Considerations and challenges
Considerable due diligence was undertaken by a
working group, under delegated authority from the
Board, tasked with identifying all issues, risks and
mitigations resulting in the intra-group novation of 221
supply contracts and 388 employee contracts to
facilitate the rationalisation process. The colleague
impact and messaging of the required Transfer of
Undertakings (Protection of Employment) regulation
(TUPE) arrangements was a key Board consideration.
Adetailed step-plan was formulated and scrutinised
by the Board to ensure the transfer of assets and
liabilities within the Group was completed accurately,
avoiding any unintended exposure to risk from a
regulatory, tax and legal perspective.
Stakeholder impact analysis
It was recognised colleagues would be impacted
bythe TUPE consultation process to move their
employment contracts to the Bank and similarly
suppliers, some critical to the business, would be
consulted as part of the novation process. The Board
concluded that the cost savings and efficiency benefits
resulting from the project would be in the best interest
of all Group stakeholders.
Links to stakeholders
Links to strategic themes
Links to risks
P12
Links to s.172
a
b
c
Everything we do is focused
on delivering better outcomes
for customers and learning
from insight to improve
ourservices.”
Ian McLaughlin
Environment
The Group remains committed to minimising its
environmental impacts. Our climate-related financial
disclosure is consistent with the four pillars and 11
recommended disclosures of the Task Force on
Climate-related Financial Disclosures (TCFD), the
requirements ofthe Climate-related Financial
Disclosure (CFD) Regulations 2022 and the UK
Companies Act (that is, sections 414CB(2A) (a to h)).
See pages 33 to 43 of our Sustainability Report for
more information.
The Board oversees the Group’s ESG strategy and
received a performance report during the reporting
period. The Board noted the Group’s focus on UK
regulatory compliance and that the Group had moved
away from carbon offsetting in favour of improving
energy efficiency across the Company’s estate.
The Board and Audit Committee approved the Group’s
TCFD content in the FY24 Annual Report and Accounts.
The risk management and internal control framework
is overseen by the Audit and Risk Committee and
reports received by the committees have supported
the Board to ensure that climate-related risks have
been identified, categorised and assessed and are
well managed.
The Board recognised the opportunity to engage with
policymakers in support of ensuring electric and hybrid
vehicles were available to consumers in the mid-cost
and near-prime consumer credit market.
Links to strategic themes
Links to s.172
a
b
c
d
e
Effective stakeholder communication continued
78 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Stakeholder engagement and decision making continued
Effective engagement
withshareholders:
InvestorRelations
There has been consistent active dialogue
withshareholders during 2025 in line with
theGroup’s Investor Relations engagement
strategy. Various meetings throughout the year,
attended by the Chief Executive Officer, Chief
Financial Officer and Chairman, served to build
positive relationships with new and existing
shareholders. The Chairman hosted a governance
roadshow in May 2025, meeting institutional
shareholders. The Annual General Meeting took
place in May, with all shareholders encouraged
to attend the meeting and participate through
voting on the resolutions.
The Group’s share price increased by 169% in
2025, following a return to profitability and
sustained balance growth. The uncertainty
around complaint costs and the motor finance
Court of Appeal judgment depressed the share
price during the first part of the year, but the
trajectory was largely positive following the
announcement of the 1Q25 trading update in
May 2025 and subsequent updates during the
year. This reflected the market recognition of
management delivery against the strategy and
financial guidance and the risk associated with
external factors receding.
Key communication touchpoints with investors are:
The Group’s website
The corporate and customer-facing websites
were combined during the year, enhancing user
experience. Investors can find information about
our Board and governance framework and
explore the products offered to our customers in
one place. A full history of the Group’s market
announcements and presentations is available
on the website.
The Annual Report and Accounts
This document provides shareholders with a
detailed description of the Group’s purpose,
strategy, products, performance and initiatives
taken throughout the year to deliver long-term
sustainable success.
The Annual General Meeting
Shareholders are invited to attend the AGM
each year to meet directly with the Board.
Participation and shareholder questions are
welcome at the AGM, and there is an opportunity
for informal conversation after the meeting.
In2026 the AGM will be held in Bradford at
theGroup’s newly refurbished head office.
Shareholders
The Board spent time during the year deepening its
understanding of the Group’s shareholders. The Board
considered the composition of the share register and
discussed opportunities for investor engagement and
diversification. Regular direct engagement took place
between the Board and our shareholders throughout
the year, including following the announcement of our
quarterly results, at investor conferences and other
events and at our Annual General Meeting. As a result
of the Group’s efforts to connect and communicate
clearly with investors, the Group attracted new
investment. The Board would like to develop wider
stakeholder relationships, through the refresh of the
Group’s communications strategy, designed to
communicate our customer-first and inclusive
approach to banking.
The Chair of our Remuneration Committee, Graham
Lindsay, wrote to major investors regarding proposed
changes to the Group’s Directors’ Remuneration Policy,
which will be voted on by shareholders in May at the
AGM. The communication received engagement and
consideration was given by the Remuneration
Committee to the feedback received.
The Group’s commercial and corporate websites were
combined and refreshed under the new brand,
bringing investors and customers closer together.
Please see page 9 for our investment case.
Links to strategic themes
Links to s.172
a
b
c
e
79 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Shareholder information Financial statements Strategic report
Composition, succession and evaluation
Board composition (as at 31 December 2025)
Board
tenure
Executive
Committee
and direct
reports
Board gender
diversity
Board ethnic
diversity
Member attendance at Board and committee meetings in 2025
The table below sets out the Board and committee attendance during the year. Attendance is shown as the number of meetings attended out of the total
number of meetings possible for each individual director. Attendance was very strong during the year at both scheduled and additional meetings. The Board
continues to be satisfied that each director is able to allocate sufficient time to the Company. The Chair of each committee reports regularly to the Board on
how that committee has discharged its responsibilities. The absences shown below were a result of an urgent personal matter or a pre-arranged commitment.
All non-executive directors have an open invite to attend all the committees, numbers that have a * next to them represent their attendance at a committee they
are not a member of.
Board member Board Ad hoc
Audit
Committee Ad hoc
Nomination and
Governance
Committee Ad hoc
Remuneration
Committee Ad hoc
Risk
Committee Ad hoc
Total number
ofmeetings 8 3 6 — 3 — 3 1 5 2
Sir Peter Estlin 8/8 3/3 6* — 3/3 — 3* 1* 5* 2*
Ian McLaughlin 8/8 3/3 6* — 3* — 3* 1* 5* 2*
Michele Greene 8/8 3/3 2* — 3/3 — 1* — 5/5 2/2
Dave Watts 8/8 3/3 6* — — — 3* 1* 5* 2*
Graham Lindsay 8/8 3/3 6/6 — 3/3 — 3/3 1/1 2* 2*
Karen Briggs 8/8 3/3 5/6 — 3/3 — 1/1 2* 1* 3/4 2/2
Oliver Laird 8/8 3/3 6/6 — 3/3 — 3/3 1/1 1* 2*
Jackie Noakes 8/8 3/3 1* — 3/3 — 2/2 1* 1/1 5/5 2/2
Board Skills Matrix
This Board Skills Matrix represents the number of directors with core or
supplemental capability in areas that are relevant to the Group’s business
model and strategy. A core capability is one of the strongest areas of a
director’s skill and expertise, where they bring significant value to Board
discussions. A supplemental capability is an area where the director has
enough knowledge and experience to carry out their role. This Board Skills
Matrix, together with the biographies on pages 66 and 67, shows the combined
strength of our Board in areas central to delivering the Group’s strategy.
1. Leadership
2. Strategy, oversight and
implementation.
3. Audit and financial reporting
4. Customers and Consumer Duty/
customer vulnerability
5. Product development
6. Banking
7. UK banking regulation
8. Shareholder engagement
9. Change management
10. Secured loans
11. Cards (near to sub-prime)
12. HR, talent and employee
engagement
13. IT strategy and digital initiatives
14. Capital management and
treasury
15. Risk management
16. M&A transactions
17. Regulatory landscape and
engagement
18. Cyber crime, cyber security and
risk
19. Environmental impact
Category
1
8
2
7 1
3
6 2
4
6 2
5
3 5
6
8
7
8
8
5 2
9
8
10
6 2
11
3 5
12
7 1
13
6 2
14
5 2
15
7 1
16
6 2
17
8
18
6
19
5 2
Core capability Supplemental capability
Male 5
Female 3
White 90%
Ethnically diverse 10%
0-2 years 7
2-5 years 0
5-9 years 1
Male 64%
Female 36%
80 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Director induction and training
Director induction process
Our induction programme is designed to give
directors an in-depth understanding of the
business and its purpose, culture, and values.
The induction, designed and arranged by the
Chief People Officer in consultation with the
Chair and General Counsel and Company
Secretary, includes meetings with existing
directors, members of theGroup Executive
Committee and other key stakeholders, which
may include the Group external auditor, external
advisors, our brokers, and representatives from
the FCA and PRA. All new directors are provided
with access to our secure Board meeting
software, which provides induction materials
including Group policies, structure charts, terms
of reference, the Delegated Authorities Manual,
and past Board and committee meeting papers
and minutes. Nonew directors joined the
business in 2025.
Ongoing director training
It is important that our directors are made
aware of any upcoming developments and
receive training tailored to their roles at the
Company, given the ever-changing economic
and regulatory environment.
Directors undertake training both as a whole
Board and based on individual requirements
toassist them in carrying out their duties and
responsibilities. At least annually, the Chairman
discusses with each director his or her contribution
to the work of the Board and personal
development needs, with each member being
required to retain a record of their continuous
professional development. The Group Secretariat
maintains a record of all training undertaken
bydirectors during the year.
During 2025, the directors were provided with
deep dives, teach-ins, briefings and
presentations on a range of key subjects,
including the following:
5 cyber and ransomware;
5 bid defence and takeover code;
5 UK MAR and directors duties;
5 take over simulation; and
5 Artificial Intelligence – landscape and issues
for banks.
Director training schedule 2026
Examples of the training expected to form part
of the 2026 training programme include:
5 cyber security and operational resilience;
5 Artificial Intelligence;
5 Basel 3.1;
5 ESG; and
5 brand and marketing.
The director training is overseen by the General
Counsel and Company Secretary and can be
internally or externally facilitated, with sessions
typically originating from technical Board
discussions or an identified training opportunity.
Directors are requested to refresh their
understanding of current obligations and recent
developments in areas pertinent to their role.
They are also given access to an external online
academy tool, which provides a wide array of
briefings, education and bespoke training. The
General Counsel and Company Secretary is
reactive to any emerging training needs in
response to the wider business environment.
Each year management carries out a fit and
proper assessment for all senior managers and
certified colleagues under the SMCR process.
This process involves requesting annual learning
and development plans that are forward
looking for our executive team members. The
Talent Team is also engaged in the process to
ensure all annual mandatory training has also
been completed.
81 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Board Performance Review
During 2025, the Board implemented the actions identified during the 2024 Board evaluation and reported last year:
Maintain the ongoing review of Board skills and composition. The Board skills and composition remained under review throughout 2025. You can read about this
in the Nomination and Governance Committee Report on page 84. The Committee concluded that,
following Board changes in January 2025, the Board composition remains optimal and a diverse
pipeline remains the focus of succession planning. The Board training plan (page 80) reflects the
development needs identified by the Board skills assessment.
Consider reducing the size of the Board, relative to the reduced size of the business. The size of the Board reduced during the year, following the departure of Paul Hewitt and Angela
Knight in January 2025. The Board agreed that its size is now commensurate with that of the business
and further reduction may result in increased skills gaps in key areas and isn’t recommended.
Consider whether the governance structure could be streamlined and optimised to avoid
unnecessary duplication.
During the year, invites to all Board committees were open to all non-executive directors, which
minimised unnecessary duplication.
Consider extending the remit of the Nomination and Governance Committee to include
governance, freeing space on the Board agenda for more strategic matters.
During 2025, the Nomination Committee extended its remit to include governance, and focus was
given to agreeing which items were best tabled at the Committee meeting or required whole Board
discussion (see page 84), given the largely parallel membership.
Encourage more informal engagement between the Board members and the wider workforce. Throughout 2025, informal engagement with colleagues was a Board focus (see pages 22 and 74
for full details and outcomes of this engagement).
The Board remains committed to
continuous improvement and strives
toensure effective leadership for the
sustainable success of the Company.”
Sir Peter Estlin
Chairman
82 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Board Performance Review continued
In line with the three-year cycle reported last
year, the 2025 Board Performance Review was
externally facilitated by Independent Audit Limited
(Independent Audit). Independent Audit was
selected following its facilitation of a hybrid review
in 2024. Aside from in its capacity as independent
facilitators of the Board Performance Review,
there is no other contractual connection between
the Company and its directors and Independent
Audit and its employees. The contents of this
section of the Annual Report have been reviewed
and approved for publication by Independent
Audit. Independent Audit uses its effectiveness
model, which looks at what the Board does
andhow it does it, ‘RAG’ rating each area,
toreach a conclusion on effectiveness and
development areas.
2025 Board Performance Review process
Process
Independent Audit
was approved as
external facilitators
of the Performance
Review.
Independent Audit
had an initial meeting
with the Chairman
followed by a more
extensive scoping
meeting with the
General Counsel
andCompany
Secretary and
Deputy Company
Secretary.
A combination
formatwas agreed,
comprising an
anonymous
questionnaire
followed by a
one-on-one interview
with Independent
Audit, the output
ofwhich remained
anonymous and
would be reported
tothe Board
thematically. Each
Board committee
anda meeting of the
Board would be
attended, observed
and assessed by
Independent Audit.
The General Counsel
and Company
Secretary reviewed
the proposed format
of the questionnaire
and agreed that it be
extended to senior
management and
regular Board
attendees.
Observations of each
Board committee
(except Disclosure)
and the Board took
place between June
and September 2025.
The final report was
discussed with the
Chairman ahead
offinal presentation
to the Board in
December.
Independent Audit
attended the
December meeting
for an in-depth
discussion with the
Board, following
which an action plan
was developed.
Independent Audit
offered all directors
the opportunity for
aprivate discussion
on the output of
thereview.
Group Company
Secretariat
developed an
actionplan, based
onthe report, Board
discussion thereof,
and individual
director input
(seepage 83).
2022
External
2023
Internal
2024
Hybrid
2025
External
83 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Board Performance Review continued
Conclusions
The Board Performance Review concluded that financial oversight, risk management and
stakeholder consideration were notable Board strengths, facilitated by a strong committee
structure and approach to continuous development. The diversity, engagement and supportive
approach of the Board members were commended, particularly in the challenging
transformational environment. The range of Board skills and experience was also noted, despite
the smaller size of the Board. The strengthened Executive Committee and improved quality and
flow of Board information were cited as key positives. There was an overarching theme of a
much-improved position, combined with an acknowledgement that key development areas
remained, in particular for the Board to step back from operational detail and increase its
strategic focus, within the context of the Group’s return to profitability after a challenging
period. These development areas are reflected in the agreed ‘action plan’, see right.
Committees
The review concluded that the Audit Committee was managed well, facilitating good challenge
from all NEDs within a positive atmosphere, under the leadership of an accessible Chair.
Suggestions were made to improve clarity of action articulation and review the cadence and
number of meetings. The Remuneration Committee was described as equally well run, inclusive
and effectively led by the personable Chair. Similarly, the Risk Committee was described as
being thorough, constructively challenging and led by an insightful Chair, with a deep
knowledge of the business. Suggestions were made to ensure more systematic committee
reporting to the Board and to prioritise the input of committee members over other attendees.
Chairman
The Review noted the Chairman’s drive, determination and clarity of vision, complemented by
an accessible approach and openness to feedback. The Review suggested that thought be
given to a private NED session ahead of each meeting to enhance the flow of the meeting and
facilitate equality of contribution across all members.
An action plan for implementation during 2026 was developed based on the thematic
feedback and areas for development identified in the Review. Although not exhaustive,
thebelow table shows the key actions agreed.
Theme Action agreed
Strategic focus and horizon scanning
Improve Board reporting to allow the Board to step
back from the operational detail and therefore
increase focus on the long-term strategic plan.
Ensure that product deep dives and Board
training have a future-focused element.
Administrative/meeting management Develop the Board paper template to ensure it
is focused on the ‘ask’ from the Board and
grounded in the execution of strategy.
Develop the agenda format to facilitate
private NED sessions and sufficient time for
strategic discussion.
Standardise committee reporting to the Board.
Board dynamic, culture, and interaction
withmanagement
Expand opportunities for Board engagement
with senior management.
Facilitate post-meeting reflection sessions.
84 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Shareholder information Financial statements Strategic report
Nomination and Governance Committee Report
Role of the Committee
The Nomination and Governance
Committee is responsible foroverseeing:
5 the evaluation of the Board and its
committees which includes overseeing
the Board’s composition, size and
structure, including the Board
committees, so that it remains
appropriate and effective in order
todeliver the Company’s strategy;
5 the Board appointment and
succession planning processes;
5 the Group’s talent management
framework and senior management
succession planning to ensure the
Group’s leadership needs are met
now and in the future;
5 the diversity of the Board and the
Group’s talent pipeline to meet the
Group’s diversity objectives; and
5 the Group’s governance framework.
Ensuring effective leadership
forsustainable success
Dear shareholder
I am pleased to present an overview of the work
of the Nomination and Governance Committee
during 2025. All non-executive directors continue
to be members of the Committee (biographies
on pages 66 and 67, and meeting attendance
on page 79) and the Committee’s operation was
deemed effective by the recent Board
Performance Review.
As reported last year, Paul Hewitt and Angela
Knight stepped down from the Board on 29th
January 2025, representing the final stage of the
transition to a smaller Board, aligned with the
Group’s size and greater need for agility. Since
January, the Board has remained unchanged
and the Committee views the current size and
composition of the Board as optimal. The Board
Performance Review confirmed a strong and
collaborative Board dynamic. It is therefore
recommended that all directors be reappointed
at the forthcoming AGM.
In line with its expanded remit, reported last
year, in December 2025 the Committee reviewed
the Group’s compliance with the UK Corporate
Governance Code (page 65) and the wider
Group governance framework covering senior
management functions, which was found to be
operating effectively.
Board appointments, succession
planning and diverse pipeline
Following significant change to Board
composition during 2024, the Board has remained
stable during 2025, facilitating the Group’s
transformation agenda to return to profitability.
Board composition remains under constant
assessment, informed by the Board Skills Matrix
(page 79), Board Performance Review (pages 82
and 83) and succession needs. Whilst there was
no need to conduct a formal recruitment process
during 2025, the Committee considered Board
succession planning in September 2025 and
agreed to continue its approach of maintaining
a continuous pipeline of candidates, identified
by our in-house executive search team. The
search team, in conjunction with the Chair, seeks
to identify suitable candidates, intentionally
looking beyond ‘the usual suspects’ to consider
candidates with varied transferable skills to
achieve Board diversity objectives and optimal
skills mix. This agile approach to succession
planning and recruitment allows quick response
to any evolution of the Group’s strategy or
external landscape and consequent leadership
needs. The majority of the Board being relatively
newly appointed, the Committee agreed that
succession planning for Graham Lindsay,
currently serving his third term, was the
immediate priority and would include the
transition of the Remuneration Committee
Chairrole.
In June 2025, the Committee discussed senior
management talent and succession planning,
recognising the role of a strong executive team
for both the long-term success of the Company
and to facilitate the Board’s effective oversight
of strategy. The focus of Committee discussion
was the need to ensure both a healthy internal
pipeline for pivotal roles, but also to ensure an
ability to react to external factors, which may
influence future skill set requirements.
The Committee seeks to
ensure effective leadership
and an optimal skills balance
on the Board through
continuous assessment and
identification of development
needs, alongside succession
planning to position the
Group for long-term success.”
Sir Peter Estlin
Nomination and Governance Committee Chair
The Committee’s Terms of Reference are
available at: www.vanquis.com/investors
Diversity 11%
Succession and talent 44%
Board composition
andappointments
12%
Governance 33%
Allocation
of time
85 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Nomination and Governance Committee Report continued
Evaluation of Board effectiveness,
skills, and composition
The outcome of the Board Performance Review
was considered by the Board, rather than the
Committee, in December 2025, given alignment with
the membership of the Committee and to ensure
sufficient agenda time was available. You can read
about the conclusions and see the resulting action
plan on page 83. The Committee was pleased to
note the Performance Review’s recognition of the
Board’s diversity, engagement and insight.
In December 2025, the Committee reviewed Board
committee membership, concluding that committee
composition continued to be effective and compliant
with the UK Corporate Governance Code. The
outcome of the 2025 Board skills assessment was
debated, the matrix having been refreshed during
the year. The Committee concluded that whilst the
Board maintained a positive mix of skills and there
was evidence that targeted training during the year
had increased scores in some key areas, technology
and, specifically, Artificial Intelligence, remained the
lowest scoring areas. These findings will inform the
Board training plan for 2026 (page 80) and pipeline
succession planning. The Committee has
acknowledged the need for technology expertise to
be a key factor in succession planning across the
organisation, especially given the planned Gateway
delivery during 2026 and embedding of our
digital-first approach.
The Committee also considered the effectiveness
and performance of the executive directors, the
Executive Committee and the Chairman during
the year, utilising private sessions as required. The
SID communicates the outcome of the Chairman’s
performance review to the Chairman and agrees
a development plan as required. The Committee
provided input to the CEO on Executive
Committee performance.
Inclusion and diversity
You can read about our approach to inclusion
anddiversity (I&D) on pages 28 and 29 and in
December the Committee agreed that the annual
I&D Policy review should be tabled at the Board
meeting to allow sufficient time for discussion.
TheBoard recognises the need for diversity across
the organisation, facilitating a mix of ideas and
perspectives to better execute our inclusive strategy
(pages 14 and 15) and serve the needs of our diverse
customer base. The Board equally continues to
support the creation and embedding of an inclusive
culture, allowing all colleagues the opportunity to
contribute to the delivery of strategy.
In reviewing the Group’s progress against its diversity
objectives, the Board noted continued compliance
with the Parker Review target for at least one
director to be from an ethnic minority background
and approximate compliance with the FCA Listing
Rule requirement for the Board to be 40% female,
this now being 37.5% due to the reduction in the size
of the Board during the year (see below). The Group
is a signatory to the Women in Finance Charter and
continues to work towards the target of 40% female
representation in senior leadership (December 2025:
33%). As detailed previously, inclusion and diversity
is embedded into our recruitment and succession
planning processes to facilitate continued
achievement against our objectives.
Key I&D highlights
5 Ian McLaughlin recognised in Involve’s
Outstanding Advocates Role Model
List2025.
5 Read and Write software introduced
tosupport neurodiverse colleagues.
5 Expansion of the Women’s Network,
withclear action plans articulated.
5 Awarded, for the third year running, the
Silver Standard for LGBTQ+ excellence
infinancial services by LBGTGreat.
5 Continued partnership with
NationalNumeracy.
5 Regular ‘wellbeing’ webinars for
colleagues hosted throughout theyear.
Explanation against UKLR 6.6.6(9) and data under UKLR 6.6.6 (10)
As at the Company’s chosen reference date, 31December 2025, and at the time of publishing this report, and
in line with FCA UK Listing Rule 6.6.6(9), the Group confirms it has 37.5% female representation on the Board
(three out of eight directors) which approximately meets the target for at least 40% female representation
onthe Board. The Group also confirms that it meets the target that one of the senior positions of Chair, SID,
Chief Executive or Finance Director is held by a woman, with Michele Greene appointed as SID on 29January
2025, replacing Angela Knight. As explained in last year’s Annual Report, the Group previously met the 40%
target and the percentage has reduced to 37.5% due to the reduction in the size of the overall Board. The
Board believes that eight directors is an appropriate-sized board for the Group and, accordingly, has no
plans to appoint further directors to the Board at present. However, in accordance with its Board Diversity
Policy, the Group will take diversity factors into account in future Board succession planning. The Company
also confirms that it has met the target for one director to be of an ethnic minority background.
Our approach to the accurate collection of gender and ethnic diversity data is robust; the data collection
process involved issuing a survey via a secure platform designed in collaboration with our data protection
team, which was preceded by a briefing to all participants.
Gender representation as at 31 December 2025
Board Executive Committee
Number
of Board
members
Percentage
of the
Board
Number of
senior positions on
the Board (CEO,
CFO, SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 5 62.5% 3 6 67%
Women 3 37.5% 1 3 33%
Prefer not to say/other/unspecified — — — — —
Ethnic representation as at 31 December 2025
Board Executive Committee
Number
of Board
members
Percentage
of the
Board
Number of
senior positions on
the Board (CEO,
CFO, SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White
(including minority-White groups) 7 87.5% 3 8 88.9%
Mixed/multiple ethnic groups — — — — —
Asian/Asian British — — — 1 11.1%
Black/African/Caribbean/Black British
1 12.5% — — —
Other ethnic group — — — — —
Not specified/prefer not to say — — — — —
Sir Peter Estlin
Nomination and Governance Committee Chair
25 February 2026
86 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Shareholder information Financial statements Strategic report
Audit Committee Report
Role of the Committee
The Committee is responsible for overseeing the Group’s risk management and internal control
framework, in conjunction with the Risk Committee, and has key duties in respect of financial
reporting, external audit and internal audit.
Financial reporting
5 The Committee monitors the integrity
ofall published financial information,
including significant judgements. The
Committee advises the Board regarding
the Group’s ongoing viability and going
concern status, alongside confirming that
the Annual Report and Accounts is fair,
balanced and understandable.
External audit
5 The Committee assesses the performance
and effectiveness of the external auditor,
including its independence and objectivity.
The Committee is responsible for
overseeing the Group’s policy on
non-audit services.
Internal Audit
5 The Committee approves the Internal
Audit Plan and oversees the effectiveness
of the Internal Audit function.
The role and responsibilities of the Committee
are set out in full in the terms of reference,
which were last reviewed and updated
inOctober 2025 and are available on our
website. The Committee completed aself-
assessment of compliance with its terms of
reference and has fully complied with its
duties and responsibilities in 2025.
Audit, assurance and
internalcontrol
Dear shareholder
I am pleased to present a report on the
activities of the Audit Committee during 2025.
Following the resignation of Paul Hewitt and
Angela Knight on 29 January 2025, Committee
membership has remained consistent throughout
2025. I chair the Committee and Graham Lindsay
and Karen Briggs are members (biographies on
pages 66 and 67). TheCommittee has recent
and relevant financial experience and expertise
that meet the criteria set out in the UK Corporate
Governance Code and FCA Disclosure and
Transparency Rules (DTRs).
The Chairman of the Board, Chief Financial
Officer, Chief Executive Officer, Internal Audit
Director, Chief Risk Officer and the external
auditor are standing attendees. The Committee
met six times during 2025, and member
attendance is on page 79. The Committee has
held private sessions with both the internal and
external auditors without management present
during the year.
The Board Performance Review was facilitated
externally as per the Group’s three-year cycle,
and concluded that the Audit Committee had
operated effectively with good challenge from
members. The report regarding the full Board
evaluation is on pages 82 to 83.
Robust conversations and
constructive challenge
during meetings helps
safeguard our control
environment.”
Oliver Laird
Audit Committee Chair
The Committee’s Terms of Reference are
available at: www.vanquis.com/investors
Governance 11%
Internal audit 24%
External audit and
financial reporting
53%
Management reporting 12%
Allocation
of time
87 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Audit Committee Report continued
Key Committee activities
Some key focus areas for the Committee during
2025 were:
Accounting policies
The Committee oversaw the enhancements made
to the Effective Interest Rate (EIR) accounting
during the year following growth of balance
transfers in the Cards business. The Committee
approved the Group Accounting Policy, noting the
inclusion of EIR accounting and that the Group’s
policy was in compliance with applicable
International Financial Reporting Standards (IFRS).
The Committee noted management’s preparations,
implementation approach and timeline for the
adoption of IFRS 18 which will be progressed
during 2026 and in advance of the reporting
requirement from January 2027. A gap analysis of
current reporting practices will be completed and
new reporting templates designed, built and
tested. Adopting a proactive and structured
approach will help ensure the Group is well
positioned to meet the standard effectively.
Vehicle Finance commissions
accountingjudgement
The Committee scrutinised the accounting
judgement made relating to the UK Supreme Court
ruling regarding motor finance commissions. The
ruling was handed down in August 2025 following
which the FCA announced its consultation on an
industry-wide motor finance compensation
scheme. The Committee considered in detail the
Group’s basis for its accounting judgement both
before and after the Supreme Court ruling, taking
into consideration legal and other independent
views, including that of the external auditor. The
Committee reviewed the Vehicle Finance
Compensation Scheme accounting judgement,
including the application of the IAS 37 assessment
and resulting provision calculation. The Committee
has encouraged active engagement with the FCA
on the key proposals within the consultation and
regarding scheme administration and the
approach to customer communication.
Financial Reporting Council review
The FRC completed a review of the Group’s
Annual Report and Accounts FY24 as part of its
regular review and assessment of the quality of
corporate reporting in the UK. The Committee
received the correspondence and oversaw
provision of the Group’s responses, ensuring any
enquiries raised were addressed. The FRC has
confirmed that its enquiries have been closed.
More information about the review, including the
output, can be found in note 35 on page 192.
Other Committee activities in FY25 have included:
5 review and approval of the Internal Audit
Plan, including approval of any changes to
the plan;
5 consideration of regular reports from the
Internal Audit Director, including updates
regarding Internal Audit resource, audit
reports and findings;
5 receipt of Internal Audit’s year-end opinion,
statement of independence and objectivity
and approval of the Internal Audit Charter;
5 discussions regarding IFRS 9 model
implementation, embedding and
performance including as part of the key
accounting judgements;
5 consideration of the impact of climate-
change on the financial statements and the
Group’s climate-related disclosures;
5 review and recommendation to the Board
the half-year and year-end financial
statements, including the going concern
assumption and viability statement at the
year end;
5 considering feedback from External Audit
regarding management responses to the IT
and non-IT control observations raised by
the external auditor;
5 assessed the effectiveness of the external
auditor and quality of the audit and
scrutinised feedback from the FY24 audit;
and
5 considered a review of the Finance function,
noting the structure, operating effectiveness,
future priorities and opportunities.
At the end of 2024, the Committee’s terms of
reference were updated to ensure compliance
with the updated UK Corporate Governance
Code Provisions 25 and 26. The most significant
area of update related to the tender process for
the appointment of a new auditor. Whilst this
was not an area of focus for the Audit Committee
during 2025, given the incumbent auditor’s
tenure, the new requirements will be factored
into the next tender process, with the Finance
function aware of the need to start the transition
process early to facilitate the transition of any
non-audit services currently provided by any
potential tendering firm.
Committee priorities in 2026 are:
5 to oversee delivery of the assets and
liabilities management system;
5 implementation of IFRS 18; and
5 continued focus on internal controls,
ensuring compliance with the UK
Corporate Governance Code including
tracking improvements in IT controls
asthe IT platform modernisation
progresses to delivery.
88 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Audit Committee Report continued
Fair, balanced and understandable
Having regard to Provision 25 of the Code,
andthe Board’s responsibilities therein, the
Committee considered whether the 2025 Annual
Report and financial statements, when taken as
a whole, was fair, balanced and understandable.
The Committee adopted a robust process as in
prior years to justify the statement. This included:
5 reviews to provide input, and feedback
incorporated into subsequent drafts;
5 oversight of the process, evaluation and
verification by Group senior management;
5 external evaluations of the Remuneration
and Governance Reports respectively; and
5 private sessions with the external auditor.
As part of the year-end processes, the Committee
considered management’s areas of significant
judgements, estimation, and uncertainty and
emerging issues as set out in the financial
statements on pages 148 to 151, and with the
external auditor, scrutinised and challenged
thegoing-concernassumptions.
In assessing compliance with the Code, the
Committee considered the following criteria:
Is the report fair?
5 Is it a full reflection of events throughout
theyear and consistent with messages
communicated throughout the year?
Is the report balanced?
5 Is the narrative reporting consistent with
thefinancial reporting?
Is the report understandable?
5 Is it presented in a logical order and using
clear language?
5 Are important messages clearly highlighted
as such?
5 Is information shown in tabular or graphic
form where this would assist the reader?
Conclusion: The Committee concluded that, in its
opinion, the 2025 Annual Report and financial
statements, when taken as a whole, was fair,
balanced, and understandable, and
recommended this assessment to the Board.
Financial reporting process, internal
control and risk management
systems
The Committee receives regular reports regarding
the effectiveness of risk management systems
and internal controls. Overseen by the Committee,
Internal Audit has carried out a Transformation
Assurance programme throughout the year which
comprises three ongoing audits focused on
business controls, IT controls and change delivery.
Reports from the Transformation Assurance
programme are reviewed by the Committee
regularly, enabling close monitoring of the
progress of the IT control modernisation and
resolution of control issues on legacy IT systems.
In addition, Internal Audit has completed
bespoke audits on material controls and key
financial controls which have been reported to
the Committee. The Committee noted that the
material controls audit concluded that the
second line assurance team had established
areliable and repeatable approach to testing
the material controls.
The Committee has worked in conjunction with
the Risk Committee, noting that members
regularly attend both committees, to oversee
execution of the integrated assurance plan.
Work continues to mature the Group’s capability
for Risk and Control Self-Assessment, with
actions underway being reported to and
tracked by the Risk Committee. You can read
more about this on page 93.
2026 Internal Audit year-end opinion
The Committee received the Internal Audit
year-end opinion in January 2026, which confirmed
that the overall control environment has remained
broadly stable. Internal Audit considered six key
questions on the effectiveness of governance,
riskand control and concluded that:
5 the Group control environment had
remained stable throughout the sustained
period of transformation, with consistent
audit outcomes;
5 senior leadership had set a positive tone on
risk and control;
5 change delivery had matured during the
year;
5 activity to evolve the risk management and
internal control framework had been
undertaken; and
5 the Risk, Compliance and Finance functions
had strengthened capability.
Internal Audit
The Internal Audit function, led by the Internal
Audit Director, provides independent, risk-based
and objective assurance to the Board, reported
through the Audit Committee. This expert advice
and insight supports the Board to protect and
sustain value over the long term. The Internal
Audit Director reports to the Committee at each
meeting and is a standing attendee. Internal
Audit has full access to all functions, data,
records, information, physical property, and
personnel required to carry out its
responsibilities. Internal Audit is supported by
specialist third parties, where required, under the
terms of the Group’s Non-Audit Services Policy.
The Committee approves an annual Internal Audit
plan, which has been designed in conjunction with
business activity, emerging risks and second line
assurance activity. The Committee tracks delivery
of the audit plan and approves any amendments
to the plan where necessary.
The Committee is satisfied that Internal Audit is
both independent and effective and has the
appropriate skills, experience and resources,
either in house or through specialist third parties,
to fulfil its mandate.
Independence
As required under the Institute of Internal
Auditors Code of Practice, the Internal Audit
Director has no responsibilities outside of
oversight of the Internal Audit function, and
reports directly to the Chair of the Committee,
with an administrative reporting line to the
Group Chief Executive. The Committee holds
regular private sessions with the Internal Audit
Director, who also meets privately with the Chair
quarterly or upon request. Independence of the
Internal Audit function is confirmed by
theInternal Audit Director through an
annualattestation.
Effectiveness
The Internal Audit Charter is approved annually,
and the Committee regularly monitors progress
against the plan. Confirmation is also provided
that the function remains appropriately
resourced and has sufficient expertise to carry
out its mandate. The Internal Audit Director is
actively encouraged to raise any concerns
during each private session with the Committee.
89 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Audit Committee Report continued
External Audit
Appointment and tenure
Deloitte LLP was appointed as external auditor
in 2022 following a formal tender process in
2020, for a maximum period of 10 years. The
Committee is authorised to instigate a formal
tender process at any time. The Committee
Terms of Reference have been enhanced to
incorporate the end-to-end participation of all
Committee members in the Group’s next tender
process, as required by the Audit Committees
and the External Audit: Minimum Standard.
Transitional arrangements would be made
before the end of the incumbent auditor’s tenure
and monitoring of the provision of significant
non-audit services commences at least three
years in advance of any invitation to tender
being issued.
Having assessed the performance and
independence of the external auditor, the
Committee resolved that Deloitte LLP continued
to be independent and effective and will be
recommended to shareholders for reappointment
at the AGM on 6 May 2026.
Effectiveness
The Committee assessed the performance of
theexternal auditor in May 2025 against the
following criteria: quality of service, timely and
insightful communication, technical expertise,
team engagement, governance and regulation.
Overall performance ratings decreased
marginally for the FY24 audit compared to
FY23.The Committee noted that the outcome
ofthe review had been shared with the external
auditor, and an action plan had been agreed.
Improvements to timely, insightful communication
and early engagement on additional requirements
were delivered in the year.
The Committee holds private sessions with the
external auditor without management present
during which Deloitte is invited by the Committee
to raise any concerns and comment on any
ongoing matters. The Committee has noted
theexternal auditor acting objectively and
challenging management such as regarding
theVehicle Finance commission judgement and
inthe audit of the IFRS 9 models.
Independence and objectivity
The Committee is responsible for maintaining
adequate safeguards to ensure the independence
and objectivity of external audit. These include:
5 a policy that restricts the recruitment of
individuals employed by the external
auditorinto positions that provide financial
reporting oversight or exercise influence
overfinancial and regulatory statements;
5 non-audit work is subject to the policy
detailed below and the non-audit team
does not prepare anything that would be
relied upon in the Group audit;
5 work performed is subject to an independent
professional standards review and
engagement quality control review process;
5 the Committee considers the reappointment
of the external auditor, including the rotation
of the audit partner, annually. The review
considers both independence and effectiveness,
primarily using a scorecard system. The lead
audit partner, Kieren Cooper, has been in
place since May 2022; and
5 the external auditor attests its
independence and objectivity to the
Committee on an annual basis.
Non-audit work
The Committee approved an updated Non-Audit
Fee Policy in December 2025. The policy, which
complies with the FRC’s Guidance on Audit
Committees (2023), the EU Audit Directive and
Regulations 2025 and the FRC’s Revised Ethical
Standard (2024), states that the external audit
firm may only be engaged for permitted
non-audit services where it is the most
appropriate provider and provided there is no
threat to independence or objectivity. Total
non-audit fees are capped in the policy and
must not exceed 70% of the average statutory
audit fees over the most recent three-year
period. The award of non-audit work to the
external auditor is monitored by the Committee,
and the Chair of the Audit Committee must
approve, in advance, any single award, or
programme of non-audit work in excess of
£50,000 per annum. Approval by quorum of
theAudit Committee is required to approve
non-audit work in excess of £250,000. Deloitte
LLP’s fees for non-audit work during the year
were £0.4m (2024: £0.4m). The ratio of audit
tonon-audit fees was 7.6:1.
90 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Audit Committee Report continued
Significant issues and areas ofjudgement
The Committee considers the critical accounting assumptions and key sources of estimation and
uncertainty regarding the Annual Report and financial statements 2025, which are on pages 148 to
151. The Committee discussed the issues set out in the table below with the external auditor
throughout the year, in addition to the Going Concern Statement.
Issue Judgement Actions
IFRS 9 and model developments including post-charge-off
asset (PCOA) valuation
Judgement is applied to the impairment allowance required. This
includes whether past performance provides a reasonable
estimate of future losses implicit within the PD, LGD and EAD.
A number of PMAs were recognised reflecting model refinements
and calibrations in the IFRS 9 models.
The macroeconomic model has been redeveloped in the year. The
models predict industry level write-off rates using a combination
of interest rates, unemployment rate, debt to income ratios and
earnings forecasts.
The Committee continued its work to oversee implementation,
embedding and operation of the IFRS 9 models during the year.
The Committee has considered the work performed by Deloitte to
independently recode and robustly examine model outputs to
validate management assumptions.
Provision for Vehicle Finance commissions
An assessment against IAS 37 to determine if a provision should
be recognised was performed.
Following the announcement of the FCA Scheme Consultation,
aprovision was recognised. Prior to that a contingent liability
was disclosed.
The Committee reviewed and challenged the key assumptions
used in the calculations and scrutinised legal and other
independent advice at both the half year and year end to
ascertain with as much precision as possible the judgement
beingmade.
Compliance Statement
The Group has fully complied with the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities)
Order 2014 throughout the 2025 financial year.
Oliver Laird
Audit Committee Chair
25 February 2026
91 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Shareholder information Financial statements Strategic report
Risk Committee Report
Role of the Committee
The Committee is responsible for overseeing risk on behalf of the Board and is accountable
forensuring the effective management of risk, regulatory reporting and compliance across
theGroup.
5 Risk management and internal control:
The Committee oversees the design and
ongoingoperation of the Group’s risk
management and internal control
framework and, in conjunction with the
Audit Committee, assesses its effectiveness.
The Committee ensures that the principal
and emerging risks have been identified
and considered in the context of the Group’s
strategy, business model and culture. The
Committee considers risk appetite and
holds management to account for
performance against agreed metrics.
5 Regulatory reporting: The Committee
critically reviews and challenges the
Group’s ICAAP, ILAAP, Solvent Exit Plan
and Recovery Plan and provides informed
recommendations to the Board for
theirapproval.
5 Compliance: The Committee oversees
theGroup’s compliance arrangements,
including theGroup’s SMCR responsibilities
map, regulatory conduct and engagement.
The Committee ensures that effective
arrangements are in place for data
protection, anti-money laundering
arrangements and operational resilience.
The Committee’s role and responsibilities are
set out in full in its terms of reference, last
reviewed and updated in September 2025
and available on the Group’s website.
During the year, the Committee conducted
aformal self-assessment against its terms
ofreference and confirms that it has fully
discharged its duties and responsibilities.
Sustainable growth underpinned
by insightful risk management
The Committee used its
oversight of the risk
management and internal
control framework to
improve risk identification
and management,
strengthening resilience
asthe Group evolves.”
Michele Greene
Risk Committee Chair
The Committee’s Terms of Reference are
available at: www.vanquis.com/investors
Risk management
andinternal control
25%
Principal and
emergingrisks
23%
Risk appetite, framework
and policy
19%
Compliance and conduct 13%
Governance 6%
Regulatory and
prudential risk reporting
14%
Allocation
of time
Dear shareholder
I am pleased to report on the work of the
RiskCommittee during 2025.
Following the resignations of Paul Hewitt
andAngela Knight on 29 January 2025, the
membership of the Committee remained
unchanged for the remainder of the year. I chair
the Committee, alongside Committee members
Jackie Noakes and Karen Briggs. Karen Briggs
isalso a member of the Audit Committee,
supporting effective alignment across the Board’s
governance and assurance responsibilities.
The Chairman of the Board, Chief Risk Officer
(CRO), Internal Audit Director, Chief Executive
Officer, Chief Financial Officer and General
Counsel are standing attendees, enabling open
dialogue, effective challenge and timely
escalation of matters where appropriate.
The Committee met seven times during 2025.
Members’ meeting attendance is on page 79.
Two meetings were specifically focused on the
Group’s ICAAP and ILAAP.
The performance of the Risk Committee was
assessed as part of the Board evaluation, which
concluded that the Committee had operated
effectively with thorough and active participation
from members. A full report on the Board
evaluation is on pages 82 and 83.
At each regular meeting the Committee reviewed
the Group’s risk profile including principal and
emerging risks. Standing agenda items include
the CRO’s Report, minutes and actions.
92 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Risk Committee Report continued
Duringthe year the Committee also received
regular updates on complaints trends and the
delivery of the credit risk programme supporting
the Committee’s oversight of conduct, customer
outcomes and risk management capability.
Key Committee activities
During the year, the Committee oversaw
enhancements to the risk management and
internal control framework, strengthening the
Group’s alignment with Provision 29 of the UK
Corporate Governance Code 2024. Further
information on the Group’s risk management
arrangements, including its principal and
emerging risks, is provided on pages 54 to 61
and in the material controls section on page 94
of this report.
Credit Risk Enhancement programme
The Committee oversaw significant activity to
optimise credit risk management, aligned with
the delivery of enhanced technology through the
IT transformation programme (Gateway). This
included developments across lending, customer
targeting and collections. The Committee
reviewed management’s plans and closely
monitored the pace and quality of delivery,
applying its expertise and top-down perspective
to identify interdependencies and areas of risk.
The programme will continue into 2026 and will
remain a key area of focus for the Committee.
Solvent Exit Analysis
The Committee oversaw the development and
approval of the Group’s first Solvent Exit Analysis
(“SEA”) in response to the PRA requirement
effective from 1 October 2025 under Capital
Requirements Regulation SS2/24. The Committee
scrutinised the design, governance and execution
of the SEA, ensuring it was developed with
appropriate subject-matter expertise,
incorporated all mandatory components and
reflected proportionate rigour and balanced
professional judgement. The Committee ensured
that independent second- and third-line
assurance was obtained and that an external
benchmarking exercise was undertaken to assess
alignment with market practice. Committee
members and key executives also attended an
externally facilitated training workshop covering
the regulatory context, core requirements and
practical considerations of the SEA.
On this basis, the Committee concluded that
theSEA met regulatory expectations and was
comparable with peers in terms of quality,
depthand length.
Risk fundamentals including
policygovernance
The Committee monitored the effectiveness
ofthe Group’s risk management capability.
Thepolicy governance framework was reviewed
andupdated to strengthen consistency in the
development, implementation and management
of Group policies, including the introduction
ofastandard policy template and refreshed
policy hierarchy.
Risk culture and maturity remain areas of
ongoing focus. First-line Risk and Control
Self-Assessments (“RCSAs”) continued to mature,
and a third-line audit completed during the year
identified opportunities for further improvement.
Risk appetite refresh
The Committee oversaw the refresh of the
Group’s risk appetite framework. The Committee
scrutinised the design and structure of the
framework, including the clear articulation of
Board-owned risk appetite statements and the
supporting management-level metrics used to
monitor adherence. The work enhanced early
warning capability and bolstered the
Committee’s oversight of principal risks.
The Committee focused on ensuring the
refreshed framework was aligned with the
Group’s strategic priorities and regulatory
expectations, ahead of its implementation
andongoing monitoring from January 2026.
Principal risk activities
The Committee ensures there is full coverage
across and sufficient time spent overseeing the
Group’s principal and emerging risks facilitated
by the regular reporting from the CRO.
Committee activities within principal risk areas
have included:
Financial crime risk
The Committee provided oversight and
challenge on financial crime risk management
during the year, considering twice-yearly reports
from the MLRO covering fraud and financial
crime risks and the effectiveness of controls
across all products. The Committee approved
key financial crime policies and oversaw the
implementation of enhanced financial crime
systems including an automated transaction
monitoring system delivered through the
Gateway IT transformation programme.
Capital risk
The Committee oversaw and scrutinised the
Group’s Internal Capital Adequacy Assessment
Process (ICAAP) and recommended it to the Board
for approval. The Committee challenged
management on the methodology, assumptions
and outputs to ensure the ICAAP was prepared on
a sound, well-evidenced basis and appropriately
reflected the Group’s evolving business model, risk
profile and operating environment.
The Committee received independent assurance
from second- and third-line functions and noted
improvements in the clarity, precision and
regulatory compliance of the ICAAP. Following
submission, the Capital Supervisory Review and
Evaluation Process was completed during the
year, and I met with the Prudential Regulation
Authority (PRA) to discuss the Committee’s
oversight, challenge and contribution to the
ICAAP. The Committee will oversee and monitor
the impact of Basel 3.1 for the Group ahead of
the framework taking effect on 1 January 2027.
Funding and liquidity risk
The Committee oversaw and scrutinised the
Group’s Internal Liquidity Adequacy Assessment
Process (ILAAP) and recommended it to the
Board for approval. The Committee challenged
management on the methodology, assumptions
and outputs of the ILAAP, and reviewed
associated updates to the treasury risk appetite
to ensure alignment with the Group’s funding
strategy, risk profile and regulatory expectations.
Technology and information security risk
The Committee monitored progress of the
Gateway IT transformation programme and
itsimpact on the Group’s technology and
information security risk profile, supported by
regular reporting from the CRO and updates
from the IT Director. The Committee noted that
legacy technology and associated technical
debt were being actively managed and had
reduced during the year, and that Gateway
willremain a key area of focus throughout 2026.
In response to cyber attacks at several major
retailers, the Committee commissioned an
assessment of the Group’s information security
arrangements from the Group Chief Information
Security Officer and supported actions to
increase colleague awareness and vigilance.
Operational risk
The Committee oversaw a stable and improving
risk profile reflecting enhancements to the Group’s
operational risk arrangements. This included
arefreshed third-party risk management
framework and strengthened operational
resilience governance and policy arrangements.
Aspart of its horizon scanning activities, the
Committee commissioned and considered
areviewof the National Security Strategy 2025:
93 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Principal risk activities continued
Operational risk continued
Security for the British People in a Dangerous
World published by the UK Government in June
2025. TheCommittee recognised that the Group
was positioned to withstand the threats identified
and noted the actions already taking place across
operational resilience, third-party risk management
and cyber security resilience. The Committee
encouraged a continual improvement mindset and
will continue to oversee that the Group’s approach
remains proactive in strengthening resilience, in line
with regulatory expectations and for the benefit
ofallstakeholders.
Model risk
The Committee received regular updates on
theGroup’s model risk management position
andoversaw continued improvements to the
effectiveness of the model risk framework. This
included enhancements to model monitoring
andvalidation, clearer first-line accountability
formodel risk ownership, and the recruitment of
specialist expertise to strengthen independent
oversight. The Committee noted improvements in
model risk governance following the introduction
of a formal working group structure, supporting
clearer escalation, issue management and
regulatory alignment. As a result, the overall RAG
status of model risk improved during the year.
Business performance risk
The Committee scrutinised performance against
internal forecasts, key financial metrics and stress
testing outputs, including those informing the
ICAAP and ILAAP, and noted that business
performance risk remained stable with no
material adverse trends identified.
Market risk
The Committee reviewed market risk exposures
against approved limits and risk appetite through
established governance forums and concluded that
market risk remained stable and appropriately
managed throughout the reporting period.
People risk
The Committee provided oversight and challenge
on people risk, with particular focus on the cultural
and colleague wellbeing impacts of the Group’s
turnaround and transformation activities. The
Committee considered risks relating to colleague
engagement, attrition and burnout and the
potential implications for delivery, resilience
andcontrol effectiveness.
Customer risk
The Chief Operating Officer is a standing
attendee at each regular Committee meeting,
supporting effective oversight of customer risk.
During the year, the Committee scrutinised
quarterly complaints reporting, with particular
focus on historically elevated volumes of
responsible lending complaints originating from
claims management companies. The Committee
noted a reduction in this risk following the
introduction of Financial Ombudsman Service
referral fees.
The Committee challenged the quality and
sufficiency of complaints management
information to ensure it enabled effective
oversight of customer outcomes in line with
Consumer Duty expectations. Other areas of
focus included the potential implications of the
Supreme Court judgment on Vehicle Finance
commissions and the adequacy of complaints
handling arrangements operated by offshore
service partners.
Regulatory risk
The Committee received an update from the
Compliance Director and Data Protection Officer.
The Committee oversaw the Group’s regulatory
engagement, liaison and consultation activity,
including into the FCA’s proposed Vehicle Finance
commission disclosures compensation scheme.
TheCommittee recommended the SMCR Map
tothe Board for approval, supporting clear
accountability and regulatory compliance.
Risk Committee Report continued
Material control definition: An internal control that is critical for managing risks to our
business model, future performance, future solvency, liquidity or reputation.
The Group has defined nine material controlcategories:
3
Model
governance and
oversight
1
Financial
stability and
planning
2
Market risk and
asset liability
management
4
Operational
resilience and
outsourcing
5
Technology and
cyber risk
management
6
Financial crime
and AML
governance and
oversight
7
Credit risk
management
8
Regulatory
compliance and
reporting
9
Customer
andconduct
governance and
oversight
Risk management and internal
controlframework
The Committee supports the Board to assess
theGroup’s overall risk profile and considers
risks that may impact the Group’s strategy and
operations. The risk management and internal
control framework (RM&ICF) defines how risk
ismanaged across the Group and facilitates
consistent management of risk. The Committee
has overseen the annual review of the Group’s
RM&ICF which assessed its effectiveness. The
Committee has also received an assessment of
the Group’s maturity against the fundamental
components of an effective risk function to
enable pro-active risk management and
informed decision making. Based on the work
undertaken during the year, the Committee is
satisfied that the Group’s RM&ICF is robust,
proportionate, and operating effectively.
The Committee supports the Board to ensure
principal and emerging risks are identified and
adequately assessed. The Committee received
regular principal risk assessments during the
period which included a current assessment of
each risk, trajectory, and its projected outlook.
The CRO provides an opinion of the overall
riskprofile at each regular meeting, and the
Committee has considered any areas of
heightened risk. The Committee oversaw the
introduction of an emerging risks radar which has
helped assess the Group’s risk exposure, including
proximity and velocity of emerging risks. The
Committee is satisfied that the RM&ICF provides
assurance that principal and emerging risks are
being identified, assessed and managed.
94 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Material controls
The Committee directed and monitored the
programme of work to identify and assess the
effectiveness of the Group’s material controls in
response to Provision 29 of the UK Corporate
Governance Code 2024. The Committee received
and challenged updates on material controls at
each regular meeting; a timeline of the Committee’s
work is set out below. The Committee oversaw
thematerial control identification exercise, which
commenced in November 2024, and scrutinised
theassessment criteria to ensure that material
controls were comprehensively and appropriately
identified and mapped to the Group’s principal
risks and Level 1 risks.
In conjunction with the Audit Committee, the
Committee commissioned a third-line review of the
material control work. The review concluded that
the work to identify material controls had been
completed in a reliable and consistent manner,
providing assurance over the robustness of the
approach taken. The Committee will continue to
oversee the ongoing testing, monitoring and
enhancement of material controls to ensure their
effectiveness as the Group’s risk profile and
operating environment evolves.
Effectiveness of material controls
The Committee has prepared for the Board
attestation regarding the effectiveness of
material controls, required under Provision 29 of
the UK Corporate Governance Code 2024, from
FY26. The effectiveness of all material controls
and their supporting key controls was assessed
by the second-line assurance function, with
consideration given to both design and
operating effectiveness. The results of these
assessments were reported to the Committee,
together with any actions arising and associated
delivery dates. The work has positioned the
Group well in advance of reporting next year.
Committee priorities for 2026
Looking ahead, the Committee will continue to
support the Board in overseeing the effective
management of principal and emerging risks
asthe Group progresses through its next phase
of delivery and transformation.
Particular focus will remain on the continued
embedding of the risk management and internal
control framework, the ongoing effectiveness of
material controls, the completion of the Gateway
programme, and maintaining resilience in a
dynamic regulatory, technological and economic
environment, while also strengthening oversight
of emerging and cross-cutting risks, including the
responsible adoption of Artificial Intelligence.
Through continued emphasis on strong risk
culture, clear accountability, proactive horizon
scanning and a continuous improvement
mindset, the Committee will ensure that the
Group’s risk and control arrangements continue
to evolve in line with its strategy and operating
environment, supporting sustainable outcomes
for customers, colleagues and shareholders.
Michele Greene
Risk Committee Chair
25 February 2026
Risk Committee Report continued
Committee material control assessment timeline
Date November 2024 January 2025 May 2025 July 2025 September 2025 November 2025
Committee
activity
Considered the definition of
a material control, material
control assessment criteria
and mapping of controls to
principal risks.
Reviewed and approved
first-line assessment of
material controls,
commissioning second-
andthird-line reviews.
Ensured integration of
material controls into the risk
adjustment framework to
support cultural alignment.
Oversaw the addition of one
more material control and
received a progress update
regarding the second- and
third-line material control
assurance work. Noted the
use of the Group’s risk
management system to track
material and key control
assessments and actions.
Scrutinised the output from
the second-line assurance
work, noting actions arising
and associated delivery dates.
Approved the integrated
assurance plan for 2H25
ensuring it had been
appropriately mapped to the
Group’s risk taxonomy.
Received a further progress
update on the second-line
assurance work and the
status of material control
assessments. The Committee
confirmed that both the
design and execution of
controls were being assessed.
Received a deep-dive report
into a specific material control
area to oversee the process
undertaken by first-line
following on from the
second-line material control
assessment. Critiqued a draft
of the Board’s material
controls attestation.
Committee priorities in 2026 are:
5 oversight of the Credit Risk
Enhancement programme;
5 Gateway programme delivery and
legacy IT risk reduction;
5 collections and recoveries strategy;
5 embedding of the Group’s risk culture;
5 oversight of the effectiveness of the
Group’s material controls; and
5 emerging risks including AI.
95 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Shareholder information Financial statements Strategic report
Directors’ Remuneration Report
Committee members (attendance)
Graham Lindsay (Chair) (3/3 plus 1/1 ad hoc)
Oliver Laird (3/3 plus 1/1 ad hoc)
Jackie Noakes
(joined February 2025)
(2/2 plus 1/1 ad hoc)
Karen Briggs
(stepped down January 2025)
(1/1)
Role of the Committee
The Chairman, the Group Chief Executive
Officer (CEO), Chief Finance Officer (CFO),
the Chief People Officer, the Head of Reward
and the Committee’s independent advisor
(PwC) attend Committee meetings by
invitation. No person is in attendance when
their own remuneration is being discussed.
The report complies with the provisions of the
Companies Act, the Large and Medium-sized
Companies and Groups (Accounts and
Reports) Regulations 2008 and the Listing
Rules of the FCA. The Company also follows
the requirements of the UK Corporate
Governance Code (the Code) updated in
January 2024.
Annual Statement by the Chair of
the Remuneration Committee
Dear shareholder
On behalf of the Remuneration Committee
(theCommittee), I am delighted to present the
Directors’ Remuneration Report for the year
ended 31 December 2025. I would like to extend
my thanks to Karen Briggs, who stepped down
from the Committee on 29 January 2025. I was
delighted to welcome Jackie Noakes as a new
Committee member from 1 February 2025. The
report sets out how the Committee carried out
its responsibilities during the year and our
approach to remuneration in 2025 and explains
the rationale for our decision making.
2025 Group performance
2025 was a defining year for Vanquis – a year
of strategic clarity, transformation and
continuing progress in repositioning the business
for sustainable, profitable growth.
Our financial performance at the end of the
year in key metrics was as follows:
5 Profit before tax (PBT) incl discontinued
operations of £9.2m (2024: Loss before
tax£136.3m);
5 Return on Tangible Equity (ROTE)of 2.3%
(2024: (32.1%)); and
5 cost-income ratio (C:I) of 58.4%
(2024:89.4%).
For full financial details please refer to pages 44 to 51
Wider workforce pay during 2025
Whilst remaining cognisant of the challenges
that the Group continued to face through the
year and on the back of a difficult year in
2024,the Committee has been mindful of the
need to retain and motivate our wider staff
population for the future stability of the business.
Our pay review in early 2025 focused on our
lower paid colleagues and a number of
initiatives were implemented:
5 an overall pay budget of 3% for salary
increases effective 1 January 2025;
5 average increases of over 4.2% for
colleagues who were in roles at the lower
levels and relatively lower paid; and
5 no increase for the executive directors
orthenon-executive directors.
In 2026, we intend to continue our focus on our
colleagues who are employed at the lower
levels, and from April 2026, the minimum full-time
salary will be £28,000. We have updated our
minimum salary (above the Living Wage for all)
by level (and location) and actively distribute a
larger percentage of our salary review pool to
those colleagues.
In 2025, the Committee
remained focused on
aligning executive
remuneration with Company
performance as the
business repositioned
forsustainable,
profitablegrowth.”
Graham Lindsay
Remuneration Committee Chair
The Committee’s terms of reference
detailing the responsibilities are available
at: https://www.vanquis.com/investors
Remuneration governance 27%
Annual bonus 27%
Share plans 26%
Risk 20%
Allocation
of time
96 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
2025 Group bonus pool
The financial elements of the annual bonus
scheme comprised statutory PBT, statutory ROTE
and cost-income ratio and the non-financial
elements comprised of Strategy, Customer and
People measures. The threshold on the financial
elements was achieved, permitting a payout.
Both the risk overlay and Tier 1 capital ratio
were assessed as satisfactory. On this basis, the
formulaic outcome of the annual bonus was
78.3% of maximum (2024: 24.1% of maximum,
reduced to nil following application
ofdiscretion).
In determining the final bonus outcome, the
Committee acknowledged that 2025 marked
animportant milestone in laying the foundations
for sustainable, profitable growth, but that the
transformation of the business and delivery of
the Group’s longer term strategic and returns
targets remain in progress. The Committee was
minded to reflect this in bonus outcomes for
2025 and therefore exercised its discretion to
apply a downward adjustment to the formulaic
bonus payouts for the executive directors. The
adjustment reduced the payout to 25% of the
maximum opportunity, consistent with the
approach applied for all colleagues. We have
set out in more detail the annual bonus results
for 2025 on pages 111 and 112.
Executive director remuneration
in2025
Given the 2025 financial results of the Group, the
focus of the Committee was to ensure that this
was appropriately reflected in the remuneration
decisions made, and outcomes were aligned to
the wider stakeholder experience.
RSP 2025 award grant
As reported in last year’s report, in light of the
performance delivered in 2024 and the Group’s
financial position, the Committee decided not
make any RSP awards in April 2025 but reserved
the right to reconsider this decision following the
announcements of the 2025 half-year results,
taking into consideration the Group’s financial
performance in the first half of 2025 as well as
the shareholder experience.
At the half year, the Committee conducted a
detailed assessment of the Group’s performance
and noted the improvement in financial
performance of the business in the first half of
2025, as the Group returned to profit, with growth
in customer balances and return to robust
interest margins. There was also strong growth
inthe company share price, which more than
doubled in the first six months of the year.
Against this backdrop, the Committee determined
that it would be appropriate to award the full
RSP grant in September 2025 in line with the
Policy. No adjustment was determined to be
necessary for any potential windfall gains at the
time of grant. As per our internal Policy, a further
assessment on windfall gains will be carried out
at vest as per the RSP underpin requirements.
Further details are shared on page 112 and 113.
RSP 2022 award vesting
Prior to vesting in April 2025, the Committee
reviewed the interim assessment disclosed in last
year’s report and remained of the view that the
proposed level of downwards adjustment of
12.8% was appropriate. Further details are
shared on page 113.
RSP 2023 award vesting
The RSP 2023 awards granted to the previous
CEO and CFO (Malcolm Le May and Neeraj
Kapur) are scheduled to vest on 11 April 2026
and the RSP award granted to our CEO on
appointment on 8 September 2023 will vest
on8September 2026. As for the 2022 RSP, the
Committee reviewed performance against the
underpin over each of the three years of the
performance period. With respect to performance
year 2023 and 2025, the Committee was satisfied
that the underpin was met. With respect to
performance year 2024, as disclosed last year,
the Committee concluded that a total downwards
adjustment of 30% should be applied equally
across the three RSP awards (RSP 2022, RSP
2023 and RSP 2024) and hence a 10%
downwards adjustment will be applied
totheRSP 2023 award.
In addition, the Committee carried out an
assessment of dividend equivalents applied to
this award vesting in April 2026 and determined
that an additional downwards reduction of 9.1%
should be made to the vesting outcomes to
reflect the actual dividends paid over the vesting
period as compared to those anticipated when
granted. The initial dividend equivalent adjustment
for the award vesting in September 2026 is 26.2%.
Any final change to this adjustment will be
disclosed in the 2026 Directors’ Remuneration
Report. Further details are shared on page 113
and 114.
Deferred Bonus Plan (DBP) 2023
The Committee carried out an assessment of
dividend equivalents applied to the DBP 2023
award (which is due to vest on 11 April 2026) and
determined that a downwards reduction of 9.1%
should be made to the vesting outcomes of the
previous CEO and CFO. Further details are
shared on page 114.
Single Figure of Remuneration
In 2025, the CEO’s total single figure of
remuneration was £1,875k (2024: £910k)
reflecting the outcome of the 2025 annual bonus
and the 2023 RSP. The CFO’s was £789k (2024:
£616k) reflecting the outcome of the 2025 annual
bonus.
Annual Statement by the Chair of the Remuneration Committee continued
97 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Directors’ Remuneration Policy
(thePolicy) in 2026
The current Directors’ Remuneration Policy
(“Policy”) was renewed at the May 2023 AGM,
with minor amendments to align to market and
regulatory expectations, whilst retaining the
broader structure and no proposed changes
toquantum. The Policy received strong support
from shareholders with 94.8% votes in favour
and operated as intended with continued
support from shareholders reflected in the
voting outcomes (over 97% votes in favour) for
the Directors’ Remuneration Report in each of
the last two years.
During 2025, as a part of the three year renewal
cycle, the Committee carried out a detailed
review of the Policy to ensure that it continues
tosupport the Group’s strategy as well as the
attraction, retention, and motivation of key
executive talent, while remaining responsive
toevolving regulatory requirements and best
practices across the financial services sector.
The Committee concluded that the current Policy,
which includes a market standard bonus and
aRestricted Share Plan (RSP), remains fit for
purpose. It is therefore proposed to retain the
overall structure under the Policy with two minor
amends to align with emerging practice and
provide clarity over the implementation of the
Policy going forward.
5 Removal of the Role Based Allowance (RBA):
The RBA was introduced in 2020 in line with
the approach taken by UK banks at that
time to remain competitive in response to
the 2:1 bonus cap. The only recipient of the
RBA under the Policy was the previous CEO,
who left the business in January 2024. The
current CEO and CFO have not received an
RBA in any year since their appointments.
Given that the RBA is not in use, the
Committee proposes to remove it from the
Policy in order to simplify the structure. This
approach also aligns with emerging practice
in the wider sector, as a number of banks
who were previously subject to the 2:1 cap
are removing the RBA element, as a part of
rebalancing their fixed and variable pay
following the removal of the bonus cap by
the UK regulators.
5 Clarification of target payout under
AnnualBonus Plan: As disclosed in our
Remuneration Reports, over this Policy cycle
the annual bonus has been calibrated such
that achievement of ‘on target’ performance
results in a payout of 60% of maximum. For
clarity, the Policy wording will be updated to
reflect the fact that the Committee intends
to continue with this approach over the next
three-year cycle.
In carrying out this review, we wrote to our
major shareholders and main shareholder
representative bodies on the specifics of our
proposals, to understand their perspectives
andto factor those into our proposed Policy
changes. The time shareholders took to review
our proposals and share their views was greatly
appreciated. The feedback was positive and
therefore no changes were made to the original
proposals. I hope that shareholders will
therefore be supportive of these minor changes
to the Policy at the AGM to ensure that it
operates effectively.
Implementation of the Policy in 2026
2026 salary increases
For the 2025 financial year, the Committee has
agreed to apply 1.5% salary increases to the
CEO and CFO. These increases are effective 1st
April and are below the average increase of
2.5% awarded to the wider workforce and are
the first increases awarded since they joined
Vanquis in 2023.
2026 annual bonus
There are no changes to the annual bonus
opportunity which is 150% of base salary
and125% of salary for the CEO and CFO
respectively, in line with our Policy.
5 statutory PBT (25%), statutory ROTE (25%),
and cost-income ratio (10%); and
5 non-financial metrics (40%).
The metrics within the non-financial scorecard
will continue to align with our strategic priorities.
RSP 2026 grant
After considering 2025 performance, RSP awards
of 100% and 75% of base salary will be granted
to the CEO and CFO respectively – in line with
our Policy. Subject to underpin criteria, as set
outin our Policy, awards will vest in three years
with an additional retention period of two years
after vesting.
2026 non-executive director (NED) fees
As reported last year, the NEDs took a
significant reduction in their fees from 2024 and
NED base fees remained flat in 2025. During the
year, fees for the Senior Independent Director
were reviewed and increased from £15,000 to
£25,000, effective from 29 January 2025. A
further review of all fees was undertaken and
the Committee (for the Chairman) and the Board
(for the NEDs) determined that there would be
no other changes to the fees for 2026
Conclusion
We recognise that it’s been another challenging
year for the business. The Committee believes
that the decisions made appropriately reflect
the shareholder experience over the course of
the year. In the rest of this report, we present
thedisclosures required by regulations, as
wellas additional information to explain how
our executive remuneration aligns with our
strategy, our shareholder interests and with
ourwider workforce.
I sincerely thank our colleagues for their hard
work throughout the year and our shareholders
for their continued support. I will be available
atthe Company’s 2026 AGM to answer any
questions in relation to this Remuneration Report.
Graham Lindsay
Remuneration Committee Chair
25 February 2026
Annual Statement by the Chair of the Remuneration Committee continued
98 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Remuneration at a glance
The following section sets out:
5 an illustration of the operation of the Policy for 2026;
5 a summary of the executive directors’ single total
remuneration figures, and outcomes under the 2025
Annual Bonus Plan and the RSP 2023 award; and
5 an overview of executive directors’ shareholdings.
Full details of the Policy can be found under the Shareholder Hub
section of our website.
Illustration of the Policy in 2026
Restricted Share Plan
CEO – 100% of salary
CFO – 75% of salary
Restricted
shares
Salary,
pension,
benefits
paid
Shares
vest after
3 years
Vested
shares
released
after
2 years
+1 +2 +3 +4 +5 +6
Minimum shareholding of 200% of salary
Vesting period
subject to continued
employment and underpin
2-year holding
period
(EDs only)
1/3 vest
1/3 vest
1/3 vest
Deferred
bonus
At least
40%
Cash
bonus
60%
Part of the bonus is
deferred into sharesvesting
pro-rata over3 years
(no performance conditions)
Annual bonus
CEO – 150% of salary
CFO – 125% of salary
Fixed remuneration
Year 0
(performance
year)
Salary: 1st April Salary increase of 1.5%.
5 CEO: Ian McLaughlin: £736,000 (2025: £725,000).
5 CFO: Dave Watts: £558,000 (2025: £550,000).
Pension: No change from 2025.
5 All EDs: cash payment of 10% of salary (in line with the wider workforce).
Benefits: Removal of temporary travel allowance, no other change from 2025.
5 All EDs: Car allowance £10,000 (2025: £10,000). Eligible for life assurance, private medical insurance and permanent health insurance (no change).
5 Transitionary temporary travel allowance on joining, for Ian McLaughlin only of £100,000 per annum will no longer be operated (and expired
on 26 July 2025).
Annual bonus:
5 Maximum opportunity:
5 CEO: 150% of salary.
5 CFO: 125% of salary.
5 Performance measures:
5 60% financial:
5 statutory PBT 25% (2025: 25%);
5 statutory ROTE 25% (2025: 25%); and
5 cost-income ratio 10% (2025: 10%).
5 40% non-financial will align to the 2026 strategy (Customer & Colleague) and will be disclosed in the 2026 Directors’ Remuneration Report.
5 Risk overlay and Tier 1 capital ratio underpin.
5 Deferral: At least 40% deferred, vesting pro-rata over three years in company shares.
RSP:
5 Award level:
5 CEO: Maximum 100% of base salary.
5 CFO: Maximum 75% of base salary.
5 As a part of grant process, the Committee will consider individuals’ personal and business performance for the prior year and determine
whether the proposed level ofgrant remains appropriate.
5 Underpins: The Committee will consider the following factors (amongst others) when determining whether to exercise its discretion to adjust
thenumber of shares vesting:
5 whether threshold performance levels have been achieved for the performance conditions for the Annual Bonus Plan for each of the three
years covered by the vesting period;
5 the underlying financial performance progression over the vesting period;
5 whether there have been any sanctions or fines issued by a Regulatory Body (participant responsibility may be allocated collectively
orindividually);
5 whether there has been material damage to the reputation of the Company (participant responsibility may be allocated collectively
orindividually);
5 the potential for windfall gains;
5 the level of colleague and customer engagement over the vesting period; and
5 the level of achievement of our approach to ESG as set out by the Board.
5 Vesting: Three years with a two-year holding period post-vesting.
Shareholding requirement:
5 CEO/CFO: 200% of salary.
5 Full requirement to be held for two years post-cessation.
Further details on the implementation of the Policy, have been set out later in this report under the ‘Directors’ Remuneration Policy in
2026’ section on pages 100 and 108.
99 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Remuneration at a glance continued
Executive director 2025 remuneration outcomes
The charts below show an estimate of the remuneration that could be received by executive
directors under the Policy and how our performance has flowed through to the remuneration
provided to our executive directors. The full explanatory notes for each element of
remuneration are detailed on pages 100 to 107 in the Annual Report on Remuneration.
Remuneration (£’000)
Ian McLaughlin, CEO
Minimum
810
810
810
653
725
On target
3
2,188
363
810
1,088
725
Maximum
2,986
867
Single figure
2025
2,3
1,875
910
Single figure
2024
1
910
Dave Watts, CFO
Minimum
617
617
617
413
413
On target
3
1,443
206
617
688
413
Maximum
1,924
617
Single figure
2025
2,3
789
616
Single figure
2024
1
616
Fixed
Annual bonus
RSP
Share price
1 Single figure for 2024 pro-rated to time served as
executive director.
2 No bonus has been paid for 2024, see pages 111 to 112
for details of the 2025 bonus.
3 CEO and CFO joined in 2023, therefore no RSP
hasvested.
Directors’ Remuneration Report continued
Assumptions
5 Minimum pay is fixed pay only, i.e.
salary+benefits + pension (excluding
travel allowance).
5 On-target pay includes fixed pay (excluding
travel allowance), 60% of the maximum
bonus (with maximum equal to 150% of
salary for the CEO and 125% for the CFO)
and 100% vesting of the RSP awards (with
grant levels of 100% of salary for the CEO
and 75% for CFO).
5 Maximum pay includes fixed pay (excluding
travel allowance) and assumes 100%
vesting of both the annual bonus and the
RSP awards.
5 The illustration of ‘maximum’ assumes a
50% share price increase on the RSP award
over the vesting period and is shown as
‘share price’.
5 All amounts have been rounded to the
nearest £1,000.
2025 annual bonus outcome
The table below summarises performance against the targets set for the 2025 bonus and the
outcome, before and after Committee discretion.
Outcome
Threshold Target Maximum CEO CFO
75% 100% 125% Actual Weighting (IM) (DW)
Financial targets 60% 47.8% 47.8%
Statutory PBT £6.6m £8.8m £11.0m £9.2m 25% 16.8% 16.8%
Statutory ROTE 1.3% 1.7% 2.1% 2.3% 25% 25% 25%
Cost-income ratio 61.9% 58.4% 54.9% 58.4% 10% 6% 6%
Non-financial metrics 40% 30.5% 30.5%
Risk overlay Met Met
Tier 1 ratio The Group achieved a Tier 1 capital ratio of 19.3%
Scorecard outcome (as a % of maximum bonus) 78.3% 78.3%
Final outcome (as a % of maximum bonus) after Committee discretion 25% 25%
Link between remuneration and equity of the executive directors
We believe that equity has an important part to play in the remuneration of the executive directors.
There is a need for the executive directors to understand from first-hand experience the position of
the shareholders and our RSP (and deferred bonus schemes) are structured to support that
understanding. We monitor regularly that the directors are on track to meet their obligations under
the Share Ownership Policy, and we confirm, although they are early in tenure, that the current CFO
and CEO are both currently on track. To ensure that our executive directors are incentivised to take a
long-term, sustainable view of the performance of the Company, when we look at the remuneration
paid in the year, we also look at the total equity they hold, and its value based on the performance
of the Company.
The table below sets out the number of shares beneficially owned and unvested share options
subject to performance awarded to the executive directors at the beginning and end of the financial
year, and the impact on the value of these shares taking the opening and closing price for the year.
Value of Value of
2025 Shares Shares shares at shares at
single held at held at the start of the end of
figure the start the end the year
2
the year
3
Difference
£’000
1
of the year of the year
4
£’000 £’000 £’000
CEO (Ian McLaughlin) 1,875 1,895,865 2,541,802 843.7 3,040.0 2,196.3
CFO (Dave Watts) 789 704,893 1,115,298 313.7 1,333.9 1,020.2
1 Based on amount shown in the single figure of remuneration table.
2 Based on a closing share price on 29 December 2024 of £0.445.
3 Based on a closing share price on 31 December 2025 of £1.196.
4 Shares held at the end of the year include both shares owned outright and unvested share options subject to performance
(numberof shares at grant) see page 114.
272
172
736
100 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
The section sets out the proposed Vanquis Banking Group Directors’ Remuneration Policy, (the ‘Policy’), which will apply for a period of threeyears beginning the date of the 6 May 2026 AGM, subject to
shareholder approval. A copy of this policy can be reviewed in the Vanquis Banking Group plc Annual Report and financial statements 2025 (pages 100 to 108) as found on ourwebsite.
Changes made to the Policy since the 2023 shareholder vote
The current Directors’ Remuneration Policy for executive directors, the Chairman and independent non-executive directors was approved at the AGM held on 25 May 2023 and received the support of 94.8%
ofshareholders.
The Committee conducted a review of the Policy in 2025 considering the views of stakeholders, the strategic objectives of the Group, the remuneration framework applicable to all colleagues, as well as
market practice, regulatory and corporate governance developments.
Following careful consideration, the Committee decided to retain a broadly unchanged Policy, with some minor changes in order to align with market practice and reinforce sustained long-term focus on our
strategic goals. The proposed changes include removal of the Role Based Allowance (RBA) and amendment of the target payout under the annual bonus from 50% to 60% of maximum. Further details of the
rationale for changes, including consideration of shareholder views, can be found on page 97 of this report. The Committee believes that the proposed Policy will continue to support the delivery of the
Group’s business strategy and alignment to the interests of our shareholders.
Remuneration Policy – executive directors
Element and link to strategy Operation Maximum
Performance conditions
andrecovery provisions
Salary
Provides a base level of
remuneration to support
recruitment and retention of
executive directors with the
necessary experience and
expertise todeliver the
Group’sstrategy.
An executive director’s salary is set on appointment and reviewed annually
or when there is a change in position or responsibility.
When determining an appropriate level of salary, the Committee considers
a broad assessment of individual and business performance including:
5 pay increases for other colleagues;
5 remuneration practices within the Group;
5 any change in scope, role and responsibilities;
5 the general performance of the Group and each individual;
5 the experience of the relevant director; and
5 the economic environment.
Individuals who are recruited or promoted to the Board may, on occasion,
have their salaries set below the targeted Policy level until they become
established in their role. In such cases, subsequent increases in salary may
be higher than the general rises for colleagues until the target positioning
isachieved.
There is no set maximum increase; however, any increases will normally be
nohigher than the increase awarded to the overall colleague population.
A greater salary increase may be appropriate in certain circumstances, such
asa new appointment made on a salary below a market-competitive level,
where phased increases are planned, or where there has been an increase in
theresponsibilities of an individual. Where increases are awarded in excess
ofthe wider colleague population, the Committee will provide an explanation
inthe relevant Annual Report on Remuneration.
The Committee ensures that maximum salary levels are positioned in line with
companies of a similar size to Vanquis Banking Group and validated against an
appropriate comparator group, so that they are competitive against the market.
The Committee intends to review the comparators each year and will add or
remove companies from the groups as it considers appropriate. In general, salary
increases for executive directors will be in line with the increase for colleagues.
However, larger increases may be offered if there is a material change in the
sizeand responsibilities of the role (which covers significant changes in Group
size and/or complexity). The Company will set out, in the section headed
Implementation of Directors’ Remuneration Policy, in the following financial year,
the salaries for that year for each of the executive directors.
No recovery provisions apply.
Pension
Provides a fair level of pension
provision for all colleagues.
The Company provides a pension contribution allowance that is fair,
competitive and in line with corporate governance best practice.
Pension contributions will be a non-consolidated allowance and will not
impact any incentive calculations.
The maximum value of the pension contribution allowance for executive directors
will be aligned to that of the wider workforce (currently 10% of salary per annum).
Where there is any change to this rate then the executive directors will be
entitled to receive the same contribution, or cash equivalent payment, which,
forthe avoidance of doubt, could be more than 10% of salary.
The Company will set out in the section headed Implementation of Remuneration
Policy, in the following financial year, the pension contributions for that year for
each of the executive directors.
No performance or recovery
provisions applicable.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029
101 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Remuneration Policy – executive directors continued
Element and link to strategy Operation Maximum Performance conditions andrecovery provisions
Benefits
Provides a market standard
levelof benefits.
Benefits include market standard benefits.
The Committee recognises the need to maintain suitable
flexibility in the benefits provided to ensure it is able to
support the objective of attracting and retaining
personnel in order to deliver the Group strategy.
Additional benefits that are available to other
colleagues on broadly similar terms may therefore be
offered such as relocation allowances on recruitment.
The maximum is the cost of providing the relevant
benefits which includes pension allowance, car
allowance, life assurance, permanent health insurance
and medical insurance.
No performance or recovery provisions applicable.
Annual Bonus Plan
The Annual Bonus Plan provides
a significant incentive to the
executive directors linked to
achievement in delivering goals
that are closely aligned with
theCompany’s strategy
andthecreation of value
forshareholders.
In particular, the Annual Bonus
Plan supports the Company’s
objectives allowing the setting
ofannual targets based on the
business strategic objectives at
that time, meaning that a wider
range of performance metrics
can be used that are relevant
and achievable.
Annual bonuses are discretionary and the Committee
willdetermine the maximum annual participation in the
Annual Bonus Plan for each year based on a mix of
financial and other strategic measures.
Details of the performance measures, targets and their
level of satisfaction for the year being reported on will
be set out in the Annual Report on Remuneration.
The Committee can determine that part of the bonus
earned under the Annual Bonus Plan is provided as an
award of shares under the Deferred Share Bonus Plan
(DBP) element.
The minimum level of deferral is 40% of the bonus;
however, the Committee may determine that a greater
portion or in some cases the entire bonus be paid in
deferred shares.
The main terms of these awards are:
5 minimum deferral period of three years;
5 deferred bonus will vest in equal amounts over the
three-year period; and
5 the participant’s continued employment at the end
of the deferral period unless he/she is a good leaver.
Where regulations prevent the payment of dividend
equivalents over the vesting period, the number of
shares awarded will be calculated by reference to a
discounted share price reflecting the lack of entitlement
to dividends or dividend equivalents. In such
circumstances, the Committee has discretion to reduce
(not increase) the number of shares that vest if actual
dividends paid over the period are materially lower than
the original dividend assumption.
The maximum Annual Bonus opportunity for each
year will not exceed 150% of salary.
Percentages of bonus maximum typically earned for
different levels of performance are:
5 minimum: 0%;
5 threshold: up to 25%;
5 target: 60%; and
5 maximum: 100%.
The Annual Bonus Plan is based on a mix of financial and strategic/operational
conditions and is measured over a period of one financial year. The financial
measures will account for no less than 50% of the bonus opportunity.
The Company will set out in the section headed ‘implementation of the Directors’
Remuneration Policy’, in the following financial year, the nature of the targets
andtheir weighting for each year.
The Committee retains discretion in exceptional circumstances to change
performance measures and targets and the weightings attached to performance
measures part-way through a performance year if there is a significant and
material event that causes the Committee to believe the original measures,
weightings and targets are no longer appropriate.
Discretion may also be exercised in cases where the Committee believes that
thebonus outcome is not a fair and accurate reflection of business, individual
andwider Company performance. The exercise of this discretion may result in a
downward or upward movement in the amount of bonus earned resulting from
theapplication of the performance measures.
Any adjustments or discretion applied by the Committee will be fully disclosed
inthe following year’s Remuneration Report.
The Committee is of the opinion that given the commercial sensitivity arising in
relation to the detailed financial targets used for the annual bonus, disclosing
precise targets for the Annual Bonus Plan in advance would not be in shareholder
interests. Actual targets, performance achieved and awards made will be published
at the end of the performance periods so shareholders can fully assess the basis
for any pay-outs under the annual bonus.
Both the Annual Bonus Plan and the DBP contain malus provisions. In addition,
theAnnual Bonus Plan contains clawback provisions. Further detail is set out in the
Malus and clawback table on page 103.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
102 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Remuneration Policy – executive directors continued
Element and link to strategy Operation Maximum Performance conditions andrecovery provisions
Restricted Share Plan (RSP)
Awards are designed to
incentivise the executive directors
over the longer term to
successfully implement the
Company’s strategy.
Awards are granted annually to executive directors in
the form of conditional awards or options.
Awards vest at the end of a three-year period subject to:
5 the executive director’s continued employment
atthedate of vesting; and
5 the satisfaction of an underpin as determined
bytheCommittee whereby the Committee can
adjustvesting for business, individual and wider
Companyperformance.
A two-year holding period will apply following the
three-year vesting period for all awards granted to the
executive directors.
Upon vesting, sufficient shares may be sold to pay tax
on the shares.
Where regulations prevent the payment of dividend
equivalents over the vesting period, the number of shares
awarded will be calculated by reference to a discounted
share price reflecting the lack of entitlement to dividends or
dividend equivalents. In such circumstances, the Committee
has discretion to reduce (not increase) the number of shares
that vest if actual dividends paid over the period are
materially lower than the original dividend assumption.
Authority is given for the Committee to make minor
amendments to the Restricted Share Plan to ensure
compliance with any regulatory changes the Company
may become subject to over the life of the Policy.
The maximum value of RSP awards is 100% of salary
per annum based on the market value at the date of
grant set in accordance with the rules of the RSP.
There are no performance conditions on grant;
however, the Remuneration Committee will consider
prior year business and personal performance
todetermine whether the level of grant
remainsappropriate.
No specific performance conditions are required for the vesting of restricted shares,
but there will be an underpin as the Committee will have the discretion to adjust
vesting, taking into account business, individual and wider Company performance.
The Committee will take into account the following factors (amongst others)
whendetermining whether to exercise its discretion to adjust the number of
sharesvesting:
5 whether threshold performance levels have been achieved for the
performance conditions for the Annual Bonus Plan for each of the three years
covered by the vesting period for the restricted shares;
5 whether there have been any sanctions or fines issued by a regulatory body,
participant responsibility may be allocated collectively or individually;
5 whether there has been material damage to the reputation of the Company,
participant responsibility may be allocated collectively or individually;
5 the potential for windfall gains;
5 the level of colleague and customer engagement over the period; and
5 the level of achievement of our approach to ESG as set out by the Board.
The Committee retains discretion to change the factors being considered.
Awards are subject to clawback and malus provisions. Further detail is set out in
the Malus and clawback table below.
The Committee will operate the Bonus Plan and the RSP within the Policy detailed above and in accordance with their respective rules. In relation to the discretions included within the Plan rules, these include,
but are not limited to: (i) who participates in the Plans; (ii) testing of the relevant performance targets; (iii) undertaking an annual review of performance targets and weightings; (iv) the determination of the
treatment of leavers in line with the Plan rules; (v) adjustments to existing performance targets and/or share awards under the Plans if certain relevant events take place (e.g. a capital restructuring, a
material acquisition/divestment, etc.) with any such adjustments to result in the revised targets being no more or less challenging to achieve; and (vi) dealing with a change of control.
In addition to the operational discretions that the Committee can exercise in the performance of its duties (including those set out in the Plan rules), the Committee reserves the right to make either minor or
administrative amendments to the Policy to benefit its operation or to make more material amendments in order to comply with new laws, regulations and/or regulatory guidance. The Committee would only
exercise this right if it believed it was in the best interests of the Company to do so and where it is not possible, practicable or proportionate to seek or await shareholder approval in a General Meeting.
Legacy remuneration arrangements
This Policy permits honouring any commitments with current or former directors entered into prior to the approval and implementation of the Policy (such as the grandfathering of past deferred remuneration
awards), provided that such commitments complied with any applicable Remuneration Policy in effect at the time they were entered into. Authority is also given to honour arrangements agreed with an
employee prior to appointment as an executive director that may have different terms or performance conditions.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
103 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Shareholding requirement
The Committee already has in place strong shareholding requirements (as a percentage of salary) that encourages executive directors to build up their holdings over a five-year period from the date of their
appointment as executive director with a requirement of 200% of salary.
Adherence to these guidelines is a condition of continued participation in the equity incentive arrangements. This policy ensures that the interests of executive directors and those of shareholders are closely aligned.
In addition, executive directors will be required to retain 50% of the post-tax amount of vested shares from the Company incentive plans until the minimum shareholding requirement is met and maintained.
Upon stepping down, executive directors are required to hold shares of a value equal to the lower of their shareholding requirement immediately prior to departure and the actual shareholding on departure,
for a period of two years.
Malus and clawback
Malus is the adjustment of the Bonus Plan payments or unvested long-term incentive awards (including RSP awards) or the imposition of additional conditions because of the occurrence of one or more
circumstances listed below. The adjustment may result in the value being reduced to nil.
Clawback is the recovery of payments made under the Bonus Plan or vested long-term incentive awards (including RSP awards) as a result of the occurrence of one or more circumstances listed below.
Clawback may apply to all or part of a participant’s payment under the Bonus Plan or RSP award and may be affected, among other means, by requiring the transfer of shares, payment of cash or reduction
of awards or bonuses. The circumstances in which malus and clawback could apply are as follows:
5 discovery of a material misstatement resulting in an adjustment in the audited accounts of the Group or any Group company;
5 the assessment of any vesting condition or condition in respect of an award under the Plan was based on error, or inaccurate or misleading information;
5 the discovery that any information used to determine the award was based on error, or inaccurate or misleading information;
5 action or conduct of a participant that amounts to fraud or gross misconduct;
5 events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group company
provided that the Committee is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to the participant;
5 failure of risk management including but not limited to a material breach of risk appetite and regulatory standards;
5 material downturn in business performance as determined by the Committee; or
5 corporate failure.
Annual bonus (cash) Annual bonus (deferred shares) Restricted shares
Malus
Up to the date of the cash payment. To the end of the three-year vesting period. To the fifth anniversary of the award date.
Clawback
Two years post the date of any cash payment.
The total malus and clawback period may be extended
totenyears where there is an ongoing internal or
regulatoryinvestigation.
Clawback applies in line with the regulations, current for
aperiod of seven years, extendable up to one year.
The total malus and clawback period may be extended
totenyears where there is an ongoing internal or
regulatoryinvestigation.
Two years following the fifth anniversary of the award date.
The total malus and clawback period may be extended to ten
years where there is an ongoing internal or regulatory investigation.
The Committee believes that the rules of the plans provide sufficient powers to enforce malus and clawback where required.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
104 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Loss of Office Policy
When considering compensation for loss of office, the Committee will always seek to minimise the cost to the Company whilst applying the following philosophy.
Remuneration element Treatment on cessation of employment
General
The Committee will honour executive directors’ contractual entitlements. Service contracts do not contain liquidated damages clauses. If a contract is to be terminated, the Committee
willdetermine such mitigation as it considers fair and reasonable in each case. There are no contractual arrangements that would guarantee a pension with limited or no abatement
onseverance or early retirement. There is no agreement between the Company and its directors or colleagues, providing for compensation for loss of office or employment that occurs
because of a takeover bid. The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation
(orbyway of damages for breach of such an obligation), or by way of settlement or compromise of any claim arising in connection with the termination of an executive director’s office
oremployment.
Salary, benefits
andpension
These will be paid over the notice period. The Company has discretion to make a lump sum payment in lieu.
Bonus cash Good leaver reason
Performance conditions will be
measured at the bonus
measurement date. Bonus will
normally be pro-rated for the
period worked during the
financial year.
Other reason
No bonus payable for the year
ofcessation.
Discretion
The Committee has discretion to determine:
5 that an executive director is a good leaver. It is the Committee’s intention to only use this discretion in
circumstances where there is an appropriate business case, which will be explained in full to shareholders; and
5 whether to pro-rate the bonus to time. The Committee’s normal policy is that it will pro-rate bonus for time.
Itis the Committee’s intention to use discretion to not pro-rate in circumstances where there is an appropriate
business case, which will be explained in full to shareholders.
Bonus deferred
shareawards
Good leaver reason
All subsisting deferred share
awards will vest.
Other reason
Lapse of any unvested deferred
shareawards.
Discretion
The Committee has discretion to:
5 determine that an executive director is a good leaver. It is the Committee’s intention to only use this discretion
in circumstances where there is an appropriate business case, which will be explained in full to shareholders;
5 vest deferred shares at the end of the original deferral period or at the date of cessation. The Committee will
make this determination depending on the type of good leaver reason resulting in the cessation; and
5 determine whether to pro-rate the maximum number of shares to the time from the date of grant to the date
of cessation. The Committee’s normal policy is that it will not pro-rate awards for time. The Committee will
determine whether or not to pro-rate based on the circumstances of the executive director’s departure.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
105 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Remuneration element Treatment on cessation of employment
Restricted Share Plan
For the year
ofcessation
Good leaver reason
The award will normally be
pro-rated for the period worked
during the financial year.
Other reason
No award for year of cessation.
Discretion
The Committee has discretion to determine:
5 that an executive director is a good leaver. It is the Committee’s intention to only use this discretion in
circumstances where there is an appropriate business case, which will be explained in full to shareholders;
5 whether to pro-rate the Company award to time. The Committee’s normal policy is that it will pro-rate for
time. It is the Committee’s intention to use discretion to not pro-rate in circumstances where there is an
appropriate business case, which will be explained in full to shareholders; and
5 whether the awards vest on the date of cessation or the original vesting date. The Committee will make its
determination based, amongst other factors, on the reason for the cessation of employment.
Restricted Share Plan
Subsisting awards
Good leaver reason
Awards will be pro-rated to time
and will vest on their original
vesting dates and remain subject
to the holding period.
Other reason
Unvested awards will be
forfeited on cessation
ofemployment.
Vested awards will remain
subject to the holding period.
Discretion
The Committee has discretion to determine:
5 that an executive director is a good leaver. It is the Committee’s intention to only use this discretion in
circumstances where there is an appropriate business case, which will be explained in full to shareholders;
5 whether to pro-rate the award to the date of cessation. The Committee’s normal policy is that it will pro-rate.
The Committee will determine whether to pro-rate based on the circumstances of the executive director’s
departure;
5 whether the awards vest on the date of cessation or the original vesting date. The Committee will make its
determination based, amongst other factors, on the reason for the cessation of employment; and
5 whether the holding period for awards applies in part or in full. The Committee will make its determination
based, amongst other factors, on the reason for the cessation of employment.
Other contractual
obligations
There are no other contractual provisions other than those set out above agreed prior to 27 June 2012.
The following definition of leavers will apply to all the above incentive plans. A good leaver reason is defined as cessation in the following circumstances:
5 death;
5 ill health;
5 injury or disability;
5 retirement with agreement of the employing Group company;
Cessation of employment in circumstances other than those set out is cessation for otherreasons.
5 employing company ceasing to be a Group company;
5 transfer of employment to a company that is not a Group company; and
5 at the discretion of the Committee (as described above).
Loss of Office Policy continued
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
106 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Change of Control Policy
Name of incentive plan Change of control Discretion
Cash awards
Pro-rated to time and
performance to the date
of the change of control.
The Committee has discretion regarding
whether to pro-rate the bonus to time. The
Committee’s normal policy is that it will
pro-rate the bonus for time. It is the
Committee’s intention to use its discretion
to not pro-rate in circumstances only
where there is an appropriate business
case.
Deferred share awards
The number of shares
subject to subsisting
deferred share awards
will vest on a change of
control pro-rated for time
and performance against
any underpins.
The Committee has discretion regarding
whether to pro-rate the RSP awards for
time. The Committee’s normal policy is that
it will pro-rate the restricted share awards
for time. It is the Committee’s intention to
use its discretion to not pro-rate in
circumstances only where there is an
appropriate business case. The Committee
also has discretion to consider attainment
of any underpins.
Restricted shares
The number of shares
subject to subsisting RSP
awards will vest on a
change of control
prorated for time and
performance against any
underpins.
The Committee has discretion regarding
whether to pro-rate the RSP awards for
time. The Committee’s normal policy is that
it will pro-rate the restricted share awards
for time. It is the Committee’s intention to
use its discretion to not pro-rate in
circumstances only where there is an
appropriate business case. The Committee
also has discretion to consider attainment
of any underpins.
Recruitment and Promotion Policy
The Company’s principle is that the remuneration of any new recruit will be assessed in line with the
same principles as for the executive directors, as set out in the Directors’ Remuneration Policy table.
The Committee is mindful that it wishes to avoid paying more than it considers necessary to secure a
preferred candidate with the appropriate calibre and experience needed for the role. In setting the
remuneration for new recruits, the Committee will have regard to guidelines and shareholder
sentiment regarding one-off or enhanced short-term or long-term incentive payments as well as
giving consideration for the appropriateness of any performance measures associated with an
award. The Company’s policy when setting remuneration for the appointment of new directors is
summarised in the table below:
Remuneration element Recruitment Policy
Salary, benefits,
andpension
Salary, benefits, and pension can be set up to and in line with the Policy
for existing executive directors. Maximum pension contribution will be
aligned to that of the majority of colleagues.
Annual bonus
Maximum annual participation will be set in line with the Company’s
policy for existing executive directors and will not exceed 150% of salary.
Restricted shares
Maximum annual participation will be set in line with the Company’s
policy for existing executive directors and will not exceed 100% of salary
for restricted shares.
Maximum variable
remuneration
The maximum variable remuneration which may be granted is the sum
of the annual bonus and restricted shares award (excluding the value of
any buyouts). For the proposed Policy under the Restricted Share Plan,
the maximum variable remuneration will be 250% of salary.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
107 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Remuneration element Recruitment Policy
‘Buyout’ of incentives
forfeited on cessation
of employment
Where the Committee determines that the individual circumstances of
recruitment justifies the provision of a buyout, the equivalent value of
any incentives that will be forfeited on cessation of an executive
director’s previous employment will be calculated taking into account
the following:
5 the proportion of the performance period completed on the date of
the executive director’s cessation of employment;
5 the performance conditions attached to the vesting of these
incentives and the likelihood of them being satisfied; and
5 any other terms and conditions having a material effect on their
value (‘lapsed value’).
The Committee may then grant up to the same value as the lapsed
value, where possible, under the Company’s incentive plans. To the
extent that it was not possible or practical to provide the buyout within
the terms of the Company’s existing incentive plans, a bespoke
arrangement would be used.
Relocation policies
In instances where the new executive director is required to relocate or
spend significant time away from their normal residence, the Company
may provide one-off compensation to reflect the cost of relocation for
the executive director. The level of the relocation package will be
assessed on a case-by-case basis, but will take into consideration any
cost of living differences/housing allowance and schooling and will not
exceed a period of two years from recruitment.
Where an existing colleague is promoted to the Board, the Policy set out above would apply from
thedate of promotion, but there would be no retrospective application of the Policy in relation to
subsisting incentive awards or remuneration arrangements. Accordingly, prevailing elements of the
remuneration package for an existing colleague would be honoured and form part of the ongoing
remuneration of the person concerned. These would be disclosed to shareholders in the Directors’
Remuneration Report for the relevant financial year.
The Company’s policy when setting fees for the appointment of a new Chairman or non-executive
directors is to apply the policy that applies to current Chair or non-executive directors.
Recruitment and Promotion Policy continued Service contracts and letters of appointments
The Committee’s policy for setting notice periods is that normally they will be a maximum of 12 months.
The Committee may in exceptional circumstances arising on recruitment, allow a longer period, which
would in any event reduce to 12 months following the first year of employment. The non-executive directors
of the Company do not have service contracts. The non-executive directors are appointed by letters
of appointment. Each independent non-executive director’s term of office runs for a three-year period.
The Company follows the UK Corporate Governance Code’s recommendation that all directors be
subject to annual reappointment by shareholders.
Illustrative scenarios for executive directors’ remuneration under the new Policy
The charts below show the potential value in respect of the operation of the Directors’ Remuneration
Policy in 2026, showing potential split between different elements of remuneration under different
performance scenarios, as outlined below:
5 ‘Minimum’ (fixed pay i.e. salary, pension and benefits);
5 ‘On target’ (i.e. fixed pay and 60% of the maximum bonus that may be awarded);
5 ‘Maximum’ (fixed pay and the maximum variable pay that may be awarded); and
5 ‘Maximum with illustrative share price increase applied to RSP. (‘Maximum’ scenario, assuming
share price appreciation of 50% on the RSP).
These charts assume a constant share price, except for the illustrative share price appreciation
scenario applied to the RSP value only in the latter scenario.
Ian McLaughlin, CEO
Minimum
822
822
822
662
736
On target
3
2,220
368
822
1,104
736
Maximum
3,030
Dave Watts, CFO
Minimum
626
626
626
419
419
On target
3
1,464
209
626
698
419
Maximum
1,952
Fixed Annual bonus RSP Share price
Assumptions
5 Minimum pay is fixed pay only, i.e. salary + benefits + pension.
5 On-target pay includes fixed pay, 60% of the maximum bonus (with maximum equal to 150% of salary for the CEO and 125%
fortheCFO) and 100% vesting of the RSP awards (with grant levels of 100% of salary for the CEO and 75% for CFO)).
5 Maximum pay includes fixed pay and assumes 100% vesting of both the annual bonus and the RSP awards.
5 The illustration of ‘maximum’ assumes a 50% share price increase on the RSP award over the vesting period and is shown as‘share price’.
5 All amounts have been rounded to the nearest £1,000.
5 The value of taxable benefits is the cost of providing those benefits in the year ended 31 December 2025.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
108 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Policy on other appointments
5 Executive directors are permitted to hold non-executive directorships but may only hold one non-executive directorship in a listed company – and may
retain the fees from their appointment, provided that the Board considers that this will not adversely affect their executive responsibilities.
Remuneration Policy – non-executive directors
Element and link to strategy Operation Maximum
Performance conditions
andrecovery provisions
Fees
Provides a competitive level of fees
to support recruitment and retention
of a Chairman (and NEDs) with the
necessary experience to advise,
andassist, the executives with
establishing and monitoring the
Group’s strategic objectives.
The Board is responsible for
settingthe remuneration of the
non-executive directors. The
Committee is responsible for setting
the Chairman’s fees. Non-executive
directors are paid an annual fee
and additional fees for chairing
ofcommittees.
The Company retains the flexibility
to pay fees for the membership of
committees. The Chairman does not
receive any additional fees for
membership of committees.
Fees are reviewed annually based
on equivalent roles in the
comparator group used to review
salaries paid to the executive
directors. Non-executive directors
and the Chairman do not participate
in any variable remuneration or
benefits arrangement.
The fees for non-executive directors
and the Chair are broadly set at a
competitive level against the
comparator group. In general, the
level of fee increase for the
non-executive directors and the
Chairman will be set taking account
of any change in responsibility and
will take into account the general
rise in salaries across the UK
workforce.
The Company shall pay to the
directors (but not alternate directors)
for their services as directors such
aggregate amount of fees as the
Board decides (not exceeding
£1,400,000 per annum or such larger
amount as the Company may by
ordinary resolution decide).
The Company will pay reasonable
expenses incurred by the non-
executive directors and Chairman
and may settle any tax incurred
inrelation to these.
No performance or recovery
provisions applicable.
Consideration of employment
conditions elsewhere in the Group
Each year, prior to reviewing the remuneration of
the executive directors and the members of the
executive team, the Committee considers a report
prepared by the Head of Reward detailing base
pay, benefits and share scheme practice across
the Company. The report provides an overview
of how colleague pay compares to the market
and any material changes during the year and
includes detailed analysis of basic pay and
variable pay changes within the UK.
While the Company does not directly consult with
colleagues as part of the process of reviewing
executive pay and formulating the Remuneration
Policy, the Company does receive an update and
feedback from the broader colleague population
on an annual basis using an engagement survey,
which includes a section relating to remuneration.
In addition, the Company receives feedback
from the Colleague Forum.
The Group aims to provide a remuneration
package for all colleagues that is market
competitive and operates the same core
structure as for the executive directors. The
Group operates colleague share and variable
pay plans, with pension provisions provided
forall executive directors and colleagues. In
addition, any salary increases for executive
directors are expected to be generally in line
with those for UK-based colleagues. The
Committee annually publishes a section on
fairness, diversity and wider workforce
considerations as part of the Directors’
Remuneration Report.
Vanquis Banking Group plc Directors’ Remuneration Policy 2026 to 2029 continued
109 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Remuneration principles and cascade of pay
We strongly believe in fair and transparent reward throughout the organisation and when making decisions on executive remuneration the Committee considers the context of wider workforce remuneration.
This section shows our remuneration principles and how, in 2025, they are cascaded throughout the organisation. The Executive Directors’ Remuneration Policy is cascaded down the organisation ensuring that
there are common goals. The elements of the Executive Directors’ policy are aligned for the wider workforce and the Executive Directors. Differences in policy implementation between seniority levels reflect
our remuneration philosophy. For instance, the balance between fixed and variable pay is shifted toward fixed pay for our colleagues in more-junior roles and towards variable pay for those in more-senior
roles. A large proportion of variable pay for senior employees, and the majority of variable pay for the Executive Directors, is delivered in shares over multiple years – aligning their interests more closely with
those of shareholders.
Our strategy (2025)
During the year we made significant strides in transforming Vanquis into a more customer-focused, efficient, and resilient business. We are shifting from a product-led approach to a needs-driven,
integrated model that better serves customers and supports sustainable growth.
Our remuneration principles
5 Support delivery of the Group’s
business strategy, realise our vision
and be customer champion within
our sector.
5 Have flexibility in delivering
totalremuneration outcomes
inchanging market, economic,
commercial and regulatory
circumstances.
5 Maintain a competitive reward and recognition offering in the markets in which we compete, thereby supporting our
talent attraction, engagement and retention aims.
5 Ensure remuneration outcomes are fair and consistent, reflect pay for performance and are clear and transparent for
all our colleagues.
5 Support and mitigate any conflicts of interests.
5 Manage remuneration opportunities and outcomes for regulated colleagues under the SMCR and material risk takers
under the Remuneration Code.
5 Support the effectiveness of the risk management and internal control framework and incentivise the delivery of the
business strategy within risk appetite via a controls-based framework and positive risk conduct culture.
5 Drive the Group’s ESG strategy,
including diversity, equality
andinclusion agenda.
5 Align the interests of our
colleagues with those of
ourcustomers, regulators
andshareholders.
Remuneration governance
The Committee held three scheduled meetings in 2025 plus one ad hoc meetings. The following schematic sets out the key considerations for the Remuneration Committee during 2025:
Governance Annual bonus Share plans All
colleague
matters Shareholders General DRR Design Review Grant Review Risk
January
March
July (ad hoc)
December
The CEO, CFO, CPO and Head of Reward also attend meetings by invitation, to provide advice and respond to specific questions. The CRO attends several meetings throughout the year to provide updates,
where necessary. The General Counsel and Company Secretary acts as secretary to the Committee. In no case is any individual present when their own remuneration is discussed.
Advisors to the Committee
To ensure that the Company’s remuneration practices are in line with best practice, the Remuneration Committee has appointed independent external remuneration advisors, PricewaterhouseCoopers LLP
(PwC). This appointment in 2020 followed a competitive tender process. PwC attends meetings of the Committee. The Committee reviewed the performance of PwC during 2025 and determined that it was
strong, and that the appointment should continue into 2026.
Fees, on a time-spent basis, for the advice provided by PwC to the Committee during 2025 were £106,565 excluding VAT (2024: £98,751). Other than in relation to advice on remuneration, PwC provides
subjectmatter expertise support to management on specific projects when requested. In 2025, this has included support in relation to regulatory consulting and accounting advice. The Committee is
satisfiedthat PwC engagement partners and teams that provided remuneration advice to the Committee do not have connections with the Group or the executive directors that may impair their objectivity
and independence.
Annual Report on Remuneration
110 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Single total figure of remuneration (audited)
The table below sets out a single total figure of remuneration for each director for the year ended 31 December 2025 and the prior year:
Salary/fees
£’000
Role Based
Allowance
(RBA)
£’000
Taxable
benefits
1
£’000
Annual
bonus
2
£’000
RSP
3
£’000
Pension
4
£’000
Total
£’000
Total
fixed
remuneration
£’000
Total
variable
remuneration
£’000
Executive directors
Ian McLaughlin 2025 725 n/a 69 272 736 73 1,875 867 1,008
2024 725 n/a 112 — — 73 910 910 —
Dave Watts, 2025 550 n/a 12 172 — 55 789 617 172
2024 550 n/a 11 — — 55 616 616 —
Non-executive directors
Sir Peter Estlin 2025 275 n/a 1 n/a n/a n/a 276 276 n/a
2024 275 n/a 1 n/a n/a n/a 276 276 n/a
Michele Greene 2025 112 n/a 2 n/a n/a n/a 114 114 n/a
2024 75 n/a — n/a n/a n/a 75 75 n/a
Graham Lindsay 2025 95 n/a 3 n/a n/a n/a 98 98 n/a
2024 90 n/a 5 n/a n/a n/a 95 95 n/a
Oliver Laird
5
2025 95 n/a 2 n/a n/a n/a 97 97 n/a
2024 61 n/a — n/a n/a n/a 61 61 n/a
Karen Briggs
5
2025 80 n/a 1 n/a n/a n/a 81 81 n/a
2024 61 n/a — n/a n/a n/a 61 61 n/a
Jackie Noakes
5
2025 80 n/a — n/a n/a n/a 80 80 n/a
2024 57 n/a — n/a n/a n/a 57 57 n/a
Angela Knight
6
2025 9 n/a — n/a n/a n/a 9 9 n/a
2024 109 n/a 1 n/a n/a n/a 110 110 n/a
Paul Hewitt
6
2025 8 n/a 4 n/a n/a n/a 12 12 n/a
2024 95 n/a 5 n/a n/a n/a 100 100 n/a
1 Executive directors receive standard market comparable benefits such as medical insurance. For the current CEO, the temporary travel allowance of £100,000 per annum that ended 26 July 2025 is
included here. NEDs have travel expenses reimbursed and, to the extent that those are taxable, grossed up for tax and NIC.
2 40% of any annual bonus earned is deferred into shares for an additional three years (subject to continued service, in normal circumstances).
3 2023 RSP that will vest in September 2026 has been adjusted by 36.2% to account for an estimate of dividends not paid over the period, Based on a closing share price on 31 December 2025 of £1.196.
4 Pension participation is via a defined contribution plan (or cash alternative) with no executive director having a prospective entitlement under a defined benefit plan.
5 Appointed 27 March 2024.
6 Left 29 January 2025.
Payments made to past directors
Previous CEO (Malcolm Le May)
Following the announcement of Malcolm’s
retirement on 24 January 2023, he was considered
a good leaver. His RSP 2022 award, which was
adjusted downwards by 12.8% (see page 113),
vested on 7 April 2025 with a value of £90,529. His
unvested RSP 2023 will vest on its normal vesting
dates in line with the relevant rules and the Policy.
RSP awards will be time pro-rated to his last day
of employment and subject to the performance
underpin any dividend equivalent adjustments.
The shareholding requirement will continue to
apply for a period of two years from his date of
cessation of employment in line with the Policy.
Previous CFO (Neeraj Kapur)
As previously reported, on 7 August 2023
Neerajinformed the Board that he would
bestepping down from his role and as an
executive director with immediate effect for
personal reasons and Neeraj left employment
on23 February 2024. HisRSP 2022 award, which
was adjusted downwards by 12.8% (see page 113),
vested on7April 2025 with a value of £66,565. His
unvested RSP 2023 will vest on its normal vesting
dates in line with the relevant rules and the Policy.
RSP awards will be time pro-rated to his last day
of employment and subject to the performance
underpin any dividend equivalent adjustments.
The shareholding requirement will continue to
apply for a period of two years from his date of
cessation of employment in line with the Policy.
No payments for loss of office were made
in2025.
Annual Report on Remuneration continued
111 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
2025 bonus outcome calculation (audited)
The bonus is based 60% on financial performance measures and 40% on non-financial performance
measures. The tables below set out performance against the targets set for the 2025 bonus and
theoutcome.
Details of the financial assessment
Performance range
Threshold Target Maximum Outcome Weighted
Financial targets 75% 100% 125% Actual Weighting as % of max outcome
Statutory (L)/PBT £6.6m £8.8m £11.0m 9.2m 25% 67% 16.8%
Statutory ROTE 1.3% 1.7% 2.1% 2.3% 25% 100% 25%
Cost-income ratio 61.9% 58.4% 54.9% 58.4% 10% 60% 6%
Details of the non-financial assessment
The non-financial element was assessed at 76.2% of maximum (30.5% Weighted) achievement with
this broken down, in 2025, asfollows:
Strategic pillars Metric Assessment of non-financial metrics Rating
Strategy
Cards Priority
OperatingGroup
We are growing the Cards book in a measured way,
prioritising long-term profitability. In 2025 we have
broadened distribution across more channels, introduced
product variants to reach a wider mix of customers, and
expanded tailored campaigns for our existing base to
support appropriate usage and deliver value to customers
and the bank. We built momentum throughout 2025 and
continue to balance sustainable new acquisition with
deepening relationships across the portfolio, with a clear
focus on lifetime value and disciplined risk.
On target
(plus)
75%
Deliver a Future Bank
Strategy
Our strategy is built on three pillars: Serve More, Serve
Responsibly and Scale Profitably.
Over the course of 2025, we developed the Future Bank
Strategy with input from the Board, the Audit Committee,
the executive team and other key stakeholders. On 26
February 2026, we set out our ambition to become the UK’s
most trusted and inclusive specialist bank by unlocking
financial opportunity for underserved customers and
helping them thrive.
We will deliver this ambition by:
5 Serving More – reaching more customers and
deepening relationships across the underserved UK
adult population.
5 Serving Responsibly – ensuring our lending is affordable
for customers, enabling them to build financial resilience,
whilst supporting financial inclusion; and
5 Scaling Profitably – growing efficiently, optimising
capital deployment and enhancing long-term returns.
On target
(mid)
60%
Strategic pillars Metric Assessment of non-financial metrics Rating
Strategy
continued
Delivery of five key tech
transformation
programmes progressing
to plan
Gateway – is substantively delivered and will complete
in2026. Gateway is already improving decisioning, speed
and consistency, and will be a key enabler of scale,
efficiency and enhanced customer experience in the years
ahead including the adoption of Agentic AI, which is
already underway. It is on track to deliver £23–£28m of
future cost savings across Operations and Technology.
Digital transformation – we entered customer beta
testing for our new mobile app at the end of 2025,
launching on general release in app stores in early
January, with a phased move of customers from old to
new app during Q1 2026 and ongoing new feature
development through the year.
Data transformation – continued good progress building
out our new data and analytics platforms, including the
successful implementation of the first production use-cases
covering FCA Product Sales Data reporting and customer
credit limit increase data processes. Development of
priority features aligned to our Gateway transformation
roadmap will continue throughout 2026.
One Vanquis (modern workplace) – we continued to
enhance the single IT platform for colleagues, which was
introduced in 2024, by providing all staff with new laptops
and Windows 11. Plans to roll out Microsoft Co-pilot to all
staff are in place.
HR transformation – a new HR system was launched
withall staff now in a single system for all HR processes
and payroll.
Above target
(mid)
90%
Customer
Customer satisfaction
(CSAT)
The measurement of customer satisfaction (CSI) is
undertaken in partnership with the Institute of Customer
Service. The survey enables Vanquis to benchmark its
customer satisfaction performance against the UK banks
and building societies average. Vanquis finished the year
on a CSI score of 81.3 (Average across year 83.7%), above
the industry benchmark of 81.1 (July 2025).
Above target
(minus)
80%
Complaints
Complaints handling
time(excluding
responsiblelending)
Our operations teams delivered a strong performance
throughout 2025 resolving 99.41% of applicable complaints
within the 56 day requirement.
Above target
(plus)
100%
Operational resilience
New metrics to support the embedding of operational
resilience was approved for inclusion in the business
scorecard by RemCo in July. It aims to measure how our
frameworks and processes have been adopted and are
being applied across our broader business. The measures
are culture indicators for operational resilience and track
three key areas: People (e.g. completion of mandatory
training); Risk Management (e.g. effective controls); and
Incident & Change Management (e.g. faster responses to
incidents). A good level of adherence has been seen since
the introduction.
On target
(mid)
60%
112 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Strategic pillars Metric Assessment of non-financial metrics Rating
Colleague and
community
Colleague engagement
Great Place To Work
®
TrustIndex
Our Great Place To Work
®
Trust Index increased 13 points to
73% in October 2025 from 60% in December 2024. Vanquis
was officially certified as a Great Place To Work
®
for the first
time and was significantly above the 65% threshold required
for certification. Our strong performance was supported by
a range of initiatives that were delivered in 2025 including:
5 Leadership and development: an enhanced
performance management approach, delivery of a
leadership programme, and stand-ups and open-door
sessions with the executive team.
5 Policies and benefits: a range of new initiatives including
birthday leave, paid carer’s leave, flexible bank
holidays, buy/sell holiday, signing of the Armed Forces
Covenant, discounted health assessments, working
abroad, and enhanced neonatal leave.
5 Systems and tools: a new HR system and new laptops
for colleagues.
5 Culture and inclusion: a range of inclusion and
diversityinitiatives as we celebrated five years of
ourinclusion community.
5 Communication: launched a new, digital platform for
colleagues to interact and share achievements and
regular, all colleague townhalls.
Above target
(plus)
100%
Diversity in leadership
Meeting the Women in
Finance Charter’s gender
diversity targets in senior
management by making
progress towards having
40% female representation
inour senior management
population by the end
of2027
The proportion of female representation in our senior
leadership population decreased marginally in2025,
mainly due to the mix of leavers and starters. In2025,
wedelivered a range of initiatives to supportour Women
in Finance Charter commitment of achieving 40% female
representation in our senior leadership population by 2026.
These initiatives included:
5 Launching leadership apprenticeships to help high
potential, senior women to progress their careers.
5 Establishing a mentoring programme to support
thewider female talent pipeline.
5 Expansion of our Women’s Network with more regular
sessions and guest speakers.
5 Introducing a monthly gender data pack to provide
the executive team with greater oversight
andaccountability.
5 Enhanced talent attraction via partnerships
withfemale-focused job boards.
Below
threshold
0%
Colleague volunteering
Volunteering hours delivered
to support the communities
we serve
Throughout 2025, colleagues contributed 3,061 volunteering
hours to a range of charitable and community causes.
Thisis above our stated target for the year. This figure
comprised 2,369 hours that were volunteered to support
Company-led initiatives (e.g. team challenges, employability
skills workshops for local schools and colleges, assisted
reading from primary school pupils and numeracy skills
sessions) and 691 hours to support the specific causes
thatwere of interest to individual colleagues.
Above target
(plus)
100%
Risk overlay
A risk overlay approach was used for potential risk adjustment with a range of factual criteria for
assessment agreed with the Committee. This forms the basis of our Group variable risk adjustment
framework and allows for a more flexible and holistic approach to be adopted, which considers not
only the business outcomes (quantitative), but also how these have been achieved (qualitative).
After discussion with the Group CRO, and the Chair of the Group Risk Committee, the Committee
concluded that, overall, the risk position has remained stable in 2025.
Remuneration Committee discretion – final outcome for 2025
In determining the final bonus outcome, The Committee exercised its discretion to apply a downward
adjustment to the formulaic bonus payouts for the executive directors. The adjustment reduced the
payout to 25% of the maximum opportunity, consistent with the approach applied for all colleagues
Scheme interests awarded in the year (audited)
Deferred Bonus Plan (DBP)
There were no DBP awards made during 2025 as a result of there being no bonus for performance
year 2024 (as reported last year).
RSP 2025 award grant
The RSP awards made during 2025 are set out below. As reported in last year’s report, in light of the
performance delivered in 2024 and the Group’s financial position, the Committee determined that it
would not be appropriate to make any RSP awards in April 2025. The Committee had reserved the
right to reconsider this following the announcements of the 2025 half-year results and taking into
account the Group’s financial performance in the first half of 2025, as well as the shareholder and
employee experience. The Committee noted the improvement in financial performance of the business
in the first half of 2025, as the Group returned to profit, with growth in customer balances and return
to robust interest margins, and the strong growth in share price, which more than doubled in the first
six months of the year. Against this backdrop, the Committee determined that it would be appropriate
to award the full RSP grant in September 2025 in line with the Policy. No adjustment was determined
to be necessary for any potential for windfall gains as per our internal policy, a further assessment
on windfall gains will be carried out at the time of vesting as per the RSP underpin requirements. The
face value is based on the Company’s share price on 9 September 2025 of £1.1224. The grant price is
calculated using the average price of a Vanquis Banking Group share for the five dealing days prior
to grant and discounted from that price at grant to reflect the absence of dividend equivalents
during the vesting period.
Executive director Date of award
RSP award
(share options)
Face value
of award Date of vesting
End of
holding period
Ian McLaughlin 9 Sept 2025 645,937 £725,000 9 Sept 2028 9 Sept 2030
Dave Watts 9 Sept 2025 367,516 £412,500 9 Sept 2028 9 Sept 2030
Annual Report on Remuneration continued
2025 bonus outcome calculation (audited) continued
Details of the non-financial assessment continued
113 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Scheme interests awarded in the year (audited) continued
RSP 2025 award grant continued
These awards are conditional share awards without any performance targets. However, they are
subject to underpins that will apply over the initial three-year vesting period. The Committee will take
into account the following factors (amongst others) when determining whether to exercise its
discretion to adjust the number of shares vesting:
5 whether threshold performance levels have been achieved for the performance conditions for the
bonus for each of the three years in the vesting period;
5 the underlying financial performance progression of the Group over the vesting period;
5 whether there have been any sanctions or fines issued by a regulatory body, participant
responsibility may be allocated collectively or individually;
5 whether there has been material damage to the reputation of the Company, participant
responsibility may be allocated collectively or individually;
5 the potential for windfall gains;
5 the level of colleague and customer engagement over the vesting period; and
5 the level of achievement of our approach to ESG as set out by the Board.
In all cases, vesting is subject to the Committee’s holistic assessment based on business performance,
individual performance or wider Group considerations. The RSP awards on vesting must be held
(subject to sales to meet PAYE and NIC liabilities) for a period of two years following vesting.
RSP 2022 award vesting (audited)
As noted in last year’s report, the Committee’s interim assessment as at 31 December 2025 suggested
that a downwards adjustment of 12.8% would be required for the RSP 2022 awards. The Committee
reassessed the potential for windfall gains and decided that no further adjustment was required.
RSP 2023 award vesting (audited)
The vesting of the RSP 2023 award is subject to an underpin, which provides discretion for the
Committee to consider whether any adjustment to vesting should be made. The underlying desire was
(and remains) to ensure that participants have been positive custodians of: (i) the underlying financial
health of the business; (ii) maintaining our reputation; (iii) making progress on our strategic imperative
of ‘being a leading specialist bank focused on underserved markets’; (iv) ensuring that we meet our
ESG commitments (and, in particular, our social commitments); and (v) appropriately focused on our
agreed risk appetite. The Committee reviewed performance against the underpin attached to the RSP
2023 awards (and the underlying desire as set out above) as at 31 December 2025 (the end of the
last full performance year prior to vesting), and took into account a number of factors, including:
5 formulaic threshold performance levels were exceeded overall for the performance conditions for
the Bonus Plan for one of the three years in the vesting period, i.e. 2025. The threshold was not
met for the financial year 2023 or 2024;
5 the financial performance progression of the Group over the vesting period was not in line
withexpectation;
5 the regulatory position of the Company remains positive and there have been no sanctions
orfines issued by a regulatory body;
5 the potential for windfall gains (see below);
5 there has been material damage to the reputation of the Group (as viewed by our investors)
following the announcement of the interim results for the six months ended 30 June 2023.
TheCommittee noted that this was considered and fully reflected in the RSP 2020 award
vestingas previously disclosed; and
5 the level of colleague and customer engagement over the vesting period remains satisfactory.
The Committee also took into account the decisions made in relation to the previous annual bonuses
(2023 and 2024), RSP 2021 and RSP 2022 award vestings:
5 the poor financial performance of 2023 and 2024 meant that there was no bonus payout for the
2023 and 2024 performance years respectively for the RSP 2023 award recipients;
5 the significant reduction in share price over the vesting period; and
5 the adjustment for the previous RSP 2020, RSP 2021 and RSP 2022 awards to reflect the damage
to the reputation of the Group (as viewed by our investors), and the significant fall in share price
in 2023 (underpinned by poor financial performance of 2023).
With respect to performance in 2024, the Committee needed to determine how best to apportion the
issues that created the loss, given that they spanned the RSP’s three-year period, these being the
Vehicle Finance receivables review, other one-off items and the in-year 2024 trading loss. After careful
consideration, the Committee concluded that a total downwards adjustment of 30% should be
applied, which is in line with decisions taken on previous RSP’s but that it would be unreasonable to
adjust fully in any one year. As a result, the decision was taken to apply equally across the three
years and hence a 10% downwards adjustment will be made to the RSP’s issued in 2022, 2023
and2024.
This results in a 10% downwards adjustment to the RSP 2023 for the CEO, previous CEO and the
previous CFO, as well as to all other RSP 2023 award recipients.
The RSP 2023 award is subject to a dividend equivalent review at vest because the RSP 2023 award
price was adjusted downwards at grant to take into account forecast consensus dividends during
thevesting period. The Committee has reviewed the actual dividends paid during the vesting period
(which were lower) and has exercised discretion and made an additional downwards adjustment of
9.1% to the RSP 2023 award for the previous CEO, the previous CFO and all other RSP 2023 award
recipients. The RSP awarded to the CEO in September 2023 is subject to a provisional downwards
adjustment of 26.2% to reflect dividend equivalents not paid over the vesting period. Any change
inthe final adjustment will be disclosed in the 2026 Directors’ Remuneration Report.
114 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Deferred Bonus Plan (DBP) 2023 award vesting (audited)
The DBP 2023 award is subject to a dividend equivalent review at vest because the DBP 2023
awardprice was adjusted downwards at grant to take into account forecast consensus dividends
during the vesting period. The Committee has reviewed the actual dividends paid during the vesting
period (which were lower) and have exercised discretion and made an additional downwards
adjustment of 9.1% to the RSP 2023 award for the previous CEO (Malcolm Le May) and the previous
CFO (Neeraj Kapur).
Statement of directors’ shareholding and share interests (audited)
The table below shows the interests of the directors and connected persons in shares (owned outright
or unvested) as at 31 December 2025. There has been a change to Dave Watts’ shares of 310 owned
outright due to Buy as you Earn, and no further changes in any other of the directors’ interests in the
period between 31 December 2025 and 28 February 2026.
Shares
owned
outright
Unvested
shares not
subject to
performance
Unvested
share options
subject to
performance
Vested but
unexercised
options
Total
scheme
interests
Shareholding
guideline
% of salary
Current
shareholding
% of salary
1
Guideline
met?
Executive
directors
Ian McLaughlin
3
29,327 — 1,866,538 — 1,866,538 200% 2% No
Dave Watts 104,776 — 1,010,522 — 1,010,522 200% 11% No
Non-executive
directors
Sir Peter Estlin
2
300,000 — — — — n/a n/a n/a
Michele
Greene — — — — — n/a n/a n/a
Graham
Lindsay
3
65,405 — — — — n/a n/a n/a
Oliver Laird 13,900 — — — — n/a n/a n/a
Karen Briggs — — — — — n/a n/a n/a
Jackie Noakes — — — — n/a n/a n/a
Angela Knight — — — — — n/a n/a n/a
Paul Hewitt 106,502 — — — — n/a n/a n/a
1 Rounded to the nearest whole per cent. Shares owned outright and unvested shares not subject to performance are included when
assessing current compliance to shareholding guideline. Based on a closing share price on 31 December 2025 of £0.455.
2 Includes 50,000 shares held by a person closely associated with Sir Peter Estlin.
3 In addition to ordinary shares acquired during the financial year and those shares disclosed in previously Annual Reports, Graham
Lindsay’s shareholding includes an additional 3,617 ordinary shares, which he acquired under a Dividend Reinvestment Plan
between Sept 2019 and May 2025 and Ian McLaughlin’s shareholding includes an additional 876 ordinary shares, which he acquired
under a Dividend Reinvestment Plan between Sept 2024 and May 2025.
The shareholding guidelines for the current executive directors have not yet been met, but the Policy
provides for sufficient time to be compliant (within five years of joining). A breakdown of the journey
to compliance can be seen below.
Fees from other directorships
Ian McLaughlin has been on the Board of UK Finance since May 2024. Dave Watts has been a non-
executive director for CAF Bank since 23 August 2021. No fees are received from these appointments.
Statement of directors’ compliance with the Share Ownership Policy
The following sets out the expected level of share ownership that the executive directors will
acquireover the period 2025 to 2027. The current executive director holding requirement is 200%
ofbase salary.
Forecast executive director shareholding position
200%
150%
100%
50%
0%
Own shares (purchased or
vested buyout/DBP/RSP)
Unvested shares not subject
toperformance (DBP)
Unvested shares subject
toperformance (RSP)
Current CEO
(Ian McLaughlin)
97%
Current CFO
(Dave Watts)
70%
Assumptions
1 Only share awards held on 31 December 2025 are included. Future RSP and DBP awards yet to be granted are not included.
2 A 63.8% vesting outcome for RSP 2023 has been applied. A 100% vesting outcome for RSPs 2024 and 2025 (interim assessment of
10% reduction for RSP 2024 is not yet reflected).
3 Figures are ‘net of tax’ and a personal tax rate of 47% over the period of vest.
4 Rounded to the nearest whole per cent. Share price remains static, based on a closing share price on 31 December 2025 of £1.196.
Annual Report on Remuneration continued
115 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Relative importance of spend on pay
The table below shows how the Company’s performance metrics compare to total colleague pay
expenditure for the financial years ended 31 December 2024 and 31 December 2025.
Relative importance of spend on pay 2025 2024
1
Year-on-year
change
Shareholder distributions
2
£- m £2.5m (100)%
Net income £454.9m £446.4m 2%
Statutory (L)/PBT £8.3m £(138.0)m
Statutory EPS 3.2p (46.7)p
All remuneration costs
3
£101.7m £99.1m 3%
1 The Group sold its loan portfolio in 1H25 and this business segment is now presented as discontinued operations. Certain FY24
metrics in the table above are represented accordingly.
2 Distributions to ordinary shareholders.
3 Remuneration costs include aggregate gross wages and salaries paid to the Group’s employees and share-based payment charges
as referred to in the employment cost table (Note 11b) on page 161.
Service contracts
The executive directors are employed under contracts of employment with the Company.
Theprincipal terms of the executive directors’ service contracts are as follows:
Notice period
Executive director Position Date of contract From Company From director
Ian McLaughlin Chief Executive Officer 26 July 2023 12 months 12 months
Dave Watts Chief Financial Officer 1 November 2023 12 months 12 months
The Chairman and non-executive directors have letters of appointment. Dates of the directors’ letters
of appointment are set out below:
Name Date of original appointment Date and actual date of expiry
Sir Peter Estlin
1
19 April 2023 5 May 2026
Michele Greene 9 March 2023 5 May 2026
Graham Lindsay 1 April 2019 30 June 2028
Oliver Laird 27 March 2024 30 June 2027
Karen Briggs 27 March 2024 30 June 2027
Jackie Noakes 27 March 2024 30 June 2027
Angela Knight 31 July 2018 29 January 2025
Paul Hewitt 31 July 2018 29 January 2025
1 Sir Peter Estlin was appointed as director on 19 April 2023 and as Chairman on 15 September 2023.
Implementation of the Directors’ Remuneration Policy in 2026
The Policy was approved at the AGM on 15 May 2023 and with some minor amends will be presented
to the 2026 AGM. The table at the beginning of the document on page 98. Remuneration at a glance
summarises the key features of the Policy and how we plan to implement it in 2026. Full details can be
found on pages 100 to 108.
Element of remuneration Key features of Policy Implementation in 2026
Salary
An executive director’s base salary is set on appointment
and reviewed annually or when there isa change in
position or responsibility.
When determining an appropriate level of base salary,
the Committee considers:
5 pay increases for other colleagues;
5 remuneration practices within the Group;
5 any change in scope, role and responsibilities;
5 the general performance of the Group and
eachindividual;
5 the experience of the relevant director; and
5 the economic environment.
1st April salary increase of 1.5%
Ian McLaughlin
2026: £736,000
2025: £725,000
Dave Watts
2026: £558,000
2025: £550,000
Benefits
Benefits include market standard benefits
(includingmedical and health insurances).
No change from 2025.
Pension
The Company provides a pension contribution allowance
that is fair, competitive and in line with corporate
governance best practice.
No change from 2025.
CEO and CFO: cash allowance, 10%
of salary. 10% is the norm for the
Group’s Pension Plan.
116 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Element of remuneration Key features of Policy Implementation in 2026
Annual bonus
The Committee will determine the maximum annual
participation in the Annual Bonus Plan for each year,
which will not exceed 150% of base salary.
The Annual Bonus Plan is based on a mix of financial
and strategic/operational conditions and is measured
over a period of one financial year.
The financial measures will account for no less than 50%
of the bonus opportunity.
There is no change from 2025.
Maximum opportunity:
5 CEO: 150% of base salary.
5 CFO: 125% of base salary.
Financial performance measures:
5 statutory reported PBT (25%);
5 statutory reported ROTE (25%);
and
5 cost-income ratio (10%).
40% non-financial will align to the
2026 business plan.
In addition, there is a risk overlay
and Tier 1 capital ratio gateway.
Deferral:
At least 40% of the bonus is
deferred, vesting pro-rata over
three years, in company shares.
Restricted Share
Plan (RSP)
Awards are granted annually to executive directors in
the form of conditional awards or options. Awards vest
at the end of a three-year period subject to:
5 the executive director’s continued employment
atthedate of vesting; and
5 the satisfaction of an underpin as determined by
theCommittee whereby the Committee can adjust
vesting for business, individual and wider
Companyperformance.
A two-year holding period will apply following the
three-year vesting period for all awards granted
totheexecutive directors.
Upon vesting, sufficient shares may be sold to pay
taxon the shares.
No change from 2025.
Maximum opportunity:
5 CEO: 100% of base salary.
5 CFO: 75% of base salary.
Subject to satisfaction of
anunderpin.
Further details are set out on
page97.
Element of remuneration Key features of Policy Implementation in 2026
Shareholding
requirements
Normal shareholding requirement of 200% of salary.
Additional requirement to hold 200% of salary for two
years following cessation of employment.
Executive directors have agreed to be bound by the
terms of the requirements and Company Secretariat will
monitor compliance.
No change from 2025.
CEO and CFO: 200% of salary.
The previous executive directors
(Malcolm Le May and Neeraj Kapur)
will remain subject to the
post-employment shareholding
requirements in line with the Policy.
Malus and clawback
Standard market practice (and regulatory requirements)
and malus and clawback provisions as at the time the
Policy was adopted. (see below).
No change from 2025.
Chairman and NED
fees
Provides a competitive level of fees to support
recruitment and retention of a Chairman (and NEDs)
withthe necessary experience to advise, and assist,
theexecutives with establishing and monitoring the
Group’s strategic objectives.
No change from 2025 for NEDs or
Chairman fees.
Annual Report on Remuneration continued
Implementation of the Directors’ Remuneration Policy in 2026 continued
117 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Implementation of the Directors’ Remuneration Policy in 2026 continued
Malus and clawback
The Policy contains malus and clawback provisions, which are aligned to the requirements set out in
the FCA and PRA regulations for a Tier 3 bank. Malus is the adjustment of the Bonus Plan payments
or unvested long-term incentive awards (including RSP awards) or the imposition of additional
conditions because of the occurrence of one or more circumstances.
Clawback is the recovery of payments made under the Bonus Plan or vested long-term incentive
awards (including RSP awards) as a result of the occurrence of one or more circumstances. Clawback
may apply to all or part of a participant’s payment under the Bonus Plan or RSP award and may be
effected, among other means, by requiring the transfer of shares, payment of cash or reduction of
awards or bonuses.
The circumstances in which malus and clawback could apply are as follows:
5 discovery of a material misstatement resulting in an adjustment in the audited accounts of the
Group or any Group company;
5 the assessment of any vesting condition or condition in respect of an award under the Plan was
based on error, or inaccurate or misleading information;
5 the discovery that any information used to determine the award was based on error, or
inaccurate or misleading information;
5 action or conduct of a participant that amounts to fraud or gross misconduct;
5 events or the behaviour of a participant have led to the censure of a Group company by a
regulatory authority or have had a significant detrimental impact on the reputation of any Group
company provided that the Committee is satisfied that the relevant participant was responsible
or is attributable for the censure or reputational damage;
5 failure of risk management including but not limited to a material breach of risk appetite and
regulatory standards;
5 material downturn in business performance as determined by the Committee; or
5 corporate failure.
The table below sets out the periods for malus and clawback that align to the FCA and PRA
regulations. The Committee believes that the rules of the plans and the Group’s Malus and Clawback
Policy provide sufficient powers to enforce malus and clawback where required. In 2025 the provisions
set out under the Malus and Clawback Policy were not exercised.
Annual bonus (cash) Annual bonus (deferred shares) Restricted shares
Malus Up to the date of the
cashpayment.
To the end of the three-year
vesting period.
To the fifth anniversary of
the award date.
Clawback Clawback applies for a
period of seven years,
extendable up to one year.
The total malus and
clawback period may be
extended to ten years where
there is an ongoing internal
or regulatory investigation.
Clawback applies for a
period of seven years,
extendable up to one year.
The total malus and
clawback period may be
extended to ten years where
there is an ongoing internal
or regulatory investigation.
Two years following the
fifthanniversary of the
award date.
The total malus and
clawback period may be
extended to ten years where
there is an ongoing internal
or regulatory investigation.
NED fees for 2026
Both NED fees and the Chairman fees were reviewed with no change by the Board in December 2025
and the Committee in January 2026.
2026 2025
Chairman of the Board £275,000 £275,000
Board fee
1
£70,000 £70,000
Senior independent director
2
£25,000 £25,000
Committee Chair £20,000 £20,000
Committee members £5,000 £5,000
1 Board fee covers all duties, including service on the Company’s and Vanquis Bank Limited Nomination Committees (NomCo) or
Company subsidiaries.
2 During the year, fees for the Senior Independent Director were reviewed and increased from £15,000 to £25,000, back dated to the
start date of 29 January 2025.
Annual Report on Remuneration continued
118 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Our approach to fairness and wider workforce considerations
This section of the report brings visibility of remuneration across the entire workforce together in one
place. In this section, we provide context to our director pay by explaining our colleague policies and
our approach to fairness, including the following:
5 the report received by the Committee on wider workforce pay policies and whether the approach
to executive remuneration is consistent and the alignment of the incentives operated by the
Company with its culture and strategy;
5 general pay and conditions in the Group;
5 gender diversity and pay gap; and
5 comparison metrics on executive and colleague remuneration.
In order for the Committee to carry out its oversight review of wider workforce pay, policies and
incentives, the Committee receives a report annually from the Group setting out key details of
remuneration throughout the Group.
Details of the information reviewed by the Committee and findings are set out below.
Overview of workforce remuneration and the Committee’s review
The table illustrates how the Remuneration Policy for executive directors in 2025 cascaded throughout
the colleague population.
% of
workforce
Average
increase
in base
salaries
1
Variable pay
2
Share
plans
3
Pension
4
Benefits
5
Commission
schemes
Annual
bonus
Executive directors 0.2% 0.0% No All Yes Yes Yes
Senior management 3.3% 5.6% No All Yes Yes Yes
Management 29.7% 5.2% No All Yes Yes Yes
All other colleagues 66.8% 5.4% No All Yes Yes Yes
1 Base salaries:
5 Base salaries are market competitive and determined with reference to role type, location, responsibility (level), experience and
market practice.
5 Annual salary increases are applied on an equitable and objective basis dependent on role type.
5 Includes 2025 pay review and compares 31 December 2024 with 31 December 2025 data.
2 Variable pay:
5 In line with our approach to executive director remuneration, a proportion of the remuneration for the wider workforce is in the
form of variable pay, linked to the achievement of stretching targets that align with the Company’s strategic goals.
5 All colleagues are eligible for variable pay provided they have joined before 1 October of the previous performance year, are
performing satisfactorily, and are not under notice of termination. Variable pay is linked to the Group’s performance in the form
of annual bonuses. Variable pay is determined with reference to financial performance and/or the achievement of non-financial
objectives which are aligned to the Group’s strategic priorities.
3 Share plans:
5 Only some management, and all senior management and executive directors participate in the RSP.
5 Historically, participation in the long-term incentive schemes has been limited since the Group’s variable pay arrangements
provide the strong linkage between workforce remuneration and the Group’s financial performance and/or strategic priorities.
5 All colleagues have access to share ownership schemes (SAYE (an all-employee plan enabling colleagues to save monthly and
receive an option to purchase Group shares at a discount following a minimum of three years) and SIP (an all-employee plan
enabling the colleagues to purchase Group shares on a monthly basis out of deductions from salaries, also receiving some
Matching Awards from the Group).
4 Pension:
5 Maximum employer contributions are consistent across the Group (maximum 10% employer contribution for the Group Defined
Contribution arrangements), with minor deviations appropriate for role type or for historical reasons, which were actively
addressed in 2025. There also exists a NEST pension arrangement.
5 Benefits:
5 Consistent approach applied and determined with reference to role type, market practice and seniority.
The levels of remuneration and the types offered will vary across the Company depending on a
colleague’s location, level of seniority and role. The Committee is not looking for a homogeneous
approach; when conducting its review, it is paying particular attention to:
5 whether the element of remuneration is consistent with the Company’s remuneration principles;
5 if there are differences, whether they are appropriate; and
5 whether the approach is fair and equitable in the context of other colleagues.
The key findings of the Committee’s holistic review for 2025 have been set out in the following table.
Element Findings
Salary Average salary increases for colleagues across the Company are being applied on an
equitable and objective basis. All colleagues, whatever their age, are paid above the
National Living Wage (on a full-time basis).
Pensions All colleagues are eligible for enrolment in a defined contribution pension arrangement
and all colleagues are now eligible to join our main pension provider with the same terms
and conditions across the Group.
Benefits Benefits are offered according to the level of seniority of the role in line with market
practice and policy. Our bespoke benefits offering is broadly in line with similar companies.
Incentives All of our colleagues have the ability to share in the success of the Company through
incentive compensation in the form of variable pay linked to performance.
The Committee is satisfied that the approach to remuneration across the Company is broadly
consistent with the Company’s principles of remuneration and pay. Further, in the Committee’s opinion
the approach to executive remuneration aligns with the wider Group Remuneration Policy and there
are no anomalies specific to the executive directors that are outside of Policy.
Additional remuneration disclosures
119 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Additional remuneration disclosures continued
Communication and engagement with colleagues
The Board is committed to ensuring there is an open dialogue with our colleagues and the
Committeehas the authority to ask for additional information from the Company in order to
carryout its responsibilities.
The Colleague forum is an established arrangement to facilitate effective engagement between the
Board and the workforce and to encourage workforce participation in shaping strategic initiatives
and seek views on key decisions. It supports the Group in satisfying Provision 5 of the UK Corporate
Governance Code 2024, as well as capturing meaningful input and feedback from colleagues.
Our Colleague Forum has colleague representatives from across all areas and all levels of the
business and meets quarterly. The Designated non-executive Colleague Champion (who is also the
Chair of the Remuneration Committee) works closely with the Colleague Forum in his capacity as
engagement sponsor on behalf of the Board to agree a rhythm of dialogue and meeting attendance
to further cement the link between the Colleague Forum and the Board.
Alongside the Colleague Forum, we commission an annual Colleague Engagement Survey, which
isindependently administered by Great Place To Work
®
, as a channel for colleague voice and
feedback. The output from each Colleague Engagement Survey is reviewed by the Board and
appropriate actions are taken in response to any findings.
This is the fourth year that a consistent performance management framework was used fully across
the Group to assess colleagues’ performance and determine bonus allocations in line with the
Group’s values. Work has continued on harmonising pay and benefits opportunities for equivalent
roles across all areas of the business through the reward framework and the alignment of pension
schemes across the Group was completed in 2025. We have also published the minimum pay levels
bylevel and location in our move to greater pay transparency.
Living Wage, equal opportunities and diversity initiatives
A summary of the Company’s general policies in relation to Living Wage, equal opportunities and
diversity initiatives as follows:
Policy Description
Living Wage
employer
The National Living Wage is the amount of money all colleagues aged over 25 are legally
entitled to. Our policy is to ensure that all colleagues, whatever their age, are paid above
the National Living Wage.
Equal
opportunities
and diversity
initiatives
We foster an environment of equal opportunity across all employment practices – from
hiring and training to performance evaluations and career advancement. By embracing
inclusion and diversity, we harness the unique perspectives, experiences, and insights of
our team members to better serve both our customers and communities.
We demonstrate our commitment to inclusion & diversity through several key initiatives:
our participation in the Women in Finance Charter, our journey towards Disability
Confident certification, and our achievement of Silver Status from LGBT Great for LGBTQ+
DE&I excellence within Financial Services.
We encourage continuous development and training by offering a variety of learning
opportunities that cater to the diverse learning styles of our colleagues. In 2025, we
continued to focus on developing a data-driven approach to improve the quality of our
diversity data and analysis. This has allowed us to set gender diversity targets at a more
granular level.
Furthermore, we continue to nurture our established partnerships with membership
organisations to stay up to date with industry standards and align our policies and
processes with best practices. Through collaboration, we can continuously improve our
approach to inclusion, diversity and wellbeing, to create an inclusive and supportive
workplace for all.
Gender pay gap
We feel strongly about the importance of having a workforce that represents the customers we
serveand the communities we live and work in. We hire from diverse backgrounds, employing (as at
31 December 2025) 51.5% men and 48.5% women across our business, and our recruitment policies,
salary and bonus structures are designed to be gender neutral.
Whilst the gender pay gap has improved in 2025 at a Group level, there is still further improvement
needed. The Group recognises that the key driver behind both our hourly rate and bonus gap is a
higher proportion of male colleagues in senior roles, and so we continue to remain focused on
initiatives to increase female representation at senior management and leadership level. This is
evidenced further by our commitment to the Women in Finance Charter.
The Group Gender Pay Gap Reports, which are communicated internally to our colleagues, can also
be found on our website.
120 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
CEO pay ratio
For the purposes of calculating the CEO pay ratio, we have used Option A, which takes into
consideration the full-time equivalent basis of all UK employees and provides representative results
of the employee pay conditions across the Company. The table shows that the CEO pay ratio has
been improving (i.e. decreasing) since 2021. The main reasons for this are: (1) no salary increase for
theCEO since 2022, (2) salary reviews since 2024 focused on the lower paid population, and (3)
structural changes made to the business.
The volatility in this ratio is caused by the fact that the CEO pay is made up of a higher proportion
ofincentive pay than that of our colleagues, in line with the expectations of our shareholders.
Thisintroduces a higher degree of variability in his pay each year which affects the ratio.
In order to normalise the impact year-on-year changes to short and long-term incentive payments,
the information also shows the normalised CEO pay Ratio when ‘on-target’ bonus payouts are used
inthe calculation. In assessing our pay ratio versus likely ratios from industry peers with a similar
headcount, we believe that we are comparable but note that annual and long-term incentive
payments have varied considerably amongst this group. We also recognise that ratios will be
influenced by levels of colleague pay and, in the sector, colleague pay will be lower than in many
other sectors of the economy.
Year
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2026 (actual) Option A 50:7:1 31.8:1 21.1:1
2025 (actual) Option A
2
26.7:1 17.4:1 11.1:1
2024 (actual) Option A
3
34.7:1 23.8:1 13.1:1
2023 (actual) Option A 55.1:1 36.7:1 20.3:1
2022 (actual)
1
Option B 79.6:1 66.3:1 44.1:1
2026 (incl. target bonus) Option A 40.0:1 24.9:1 16.2:1
2025 (incl. target bonus) Option A
2
43.3:1 27.1:1 17.1:1
2024 (incl. target bonus) Option A
3
56:1 37.3:1 20.7:1
2023 (incl. target bonus)1 Option A 60.1:1 44.2:1 24.2:1
2022 (incl. target bonus) Option B 64.5:1 53.8:1 36.8:1
1 Restated (downwards) for 2022 due to the single figure of remuneration for 2022 being reduced as a result of the downwards
adjustment to the CEO’s RSP 2020 which vested on 9 November 2024.
2 For 2025 only the current CEO (Ian McLaughlin) has been used.
3 The CEO pay used in these calculations was the pro-rated blend of remuneration of the current CEO (Ian McLaughlin) and previous
CEO (Malcolm Le May).
Additional remuneration disclosures continued
Base salary and total pay and benefits for CEO and colleague percentiles
2025
Base salary (£’000) 725
Total pay and benefits (£’000) 1,875
1
Colleague headcount at 31 December 2025 1,294
2
Base salary (£’000)
Colleague at the 25th percentile 34
Colleague at the 50th percentile 52
Colleague at the 75th percentile 74
Total pay and benefits (£’000)
Colleague at the 25th percentile 37
Colleague at the 50th percentile 59
Colleague at the 75th percentile 89
1 Includes all benefits including those that are not taxable benefits (Life Assurance/PHI).
2 Excludes 10 NEDs. Colleagues included in the CEO pay ratio are 1,430.
Total remuneration for each colleague was calculated on a full-time equivalent basis and the lower
quartile, median and upper quartile colleagues were identified as at 31 December 2025. Colleague
total remuneration includes: basic salary, pension, maternity/paternity pay, annual cash bonus and
benefits. The total remuneration for the relevant colleagues was compared to that of the CEO.
The Company believes that the median pay ratio for 2025 is consistent with the pay, reward and
progression policies for the Company’s colleagues. We also considered the pay composition of the
colleagues who represent the median, lower and upper quartiles and were comfortable that it fairly
represents pay in the Company.
121 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
Additional remuneration disclosures continued
Percentage change in directors’ and colleagues’ remuneration
The Committee monitors the changes year on year between our directors’ pay and average colleague pay. As per our Policy, salary increases applied to executive directors will typically be in line with
thoseof the wider workforce. In accordance with the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the percentage change fromthis
financial year to previous financial year in executive director and NED total remuneration compared to the change for the average of the percentage change for colleagues within the Company.
Thecomparator group is based on all colleagues.
Salary/fees Taxable benefits Short-term variable pay
2025
3
2024 2023 2022 2021 2025
3
2024 2023 2022 2021 2025
3
2024 2023 2022 2021
1
Executive directors
Ian McLaughlin
2
0% 0% n/a n/a n/a -38% 0% n/a n/a n/a n/a n/a n/a n/a n/a
Dave Watts
2
0% 0% n/a n/a n/a 9% 0% n/a n/a n/a n/a n/a n/a n/a n/a
Non-executive directors
Sir Peter Estlin
5
0% 67% n/a n/a n/a 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Michele Greene 49% -14% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Graham Lindsay 6% -20% 0% 9% 8% -40% 150% -60% 150% -50% n/a n/a n/a n/a n/a
Oliver Laird 17% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Karen Briggs -2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Jackie Noakes 5% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Paul Hewitt 0% -3% 0% 9% 5% -100% 0% 67% 0% 50% n/a n/a n/a n/a n/a
Angela Knight 0% -15% 0% 9% 2% -20% n/a 0% n/a n/a n/a n/a n/a n/a
Average colleague 5.4% 8% 10% 8% 3% 35.9%
4
24%
4
14% 59% 0% —
1
n/a -100% -5% —
1
1 No bonus was paid in 2020 or 2024 and therefore there is no meaningful comparison with 2021 or 2025.
2 Reflects pro-ration for time as executive director in 2024.
3 2024 data is annualised for IM/DW/PE.2024. 2025 data is annualised for KB/OL/JN/PH/AK
4 Extension of the medical insurance benefits to all colleagues during 2024, ad increase of participate in PMI was also seen in 2025.
5 Sir Peter Estlin was appointed as director on 19 April 2023 and as Chairman on 15 September 2023.
122 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Remuneration Report continued
CEO pay against total shareholder return (TSR)
The chart below shows the single figure of remuneration for our CEO over time rebased to 2015. Wehave also included our TSR performance over this
period against the FTSE 250, based on £100 invested. The FTSE 250 was chosen as, in the opinion of the Committee, the size and complexity of the
Company make this an appropriate basis for comparison.
Pay performance: TSR chart
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
CEO
1
PC PC MLM MLM MLM MLM MLM MLM
2
MLM IM IM IM
CEO single figure of remuneration
(£’000) 6,315 962 71 1,387 1,507 818 1,972 2,056
3
551
4
910 393 1,875
Annual bonus/earning (% of maximum) 100 — — 69 53 — 96 78 — — — 25
LTIS/RSP vesting (% of maximum) 100 — — — — — — 65 75 n/a n/a 63.8
1 Peter Crook (PC), Malcolm Le May (MLM) and Ian McLaughlin (IM).
2 The single figure of remuneration for 2022 has been restated (see 3 below).
3 The RSP 2020 award (which formed part of the CEO single figure of remuneration for 2022) is restated to reflect the 35% downwards adjustment applied in November 2024.
4 The RSP 2021 award (which forms part of the CEO single figure of remuneration for 2023) reflects a 25% downwards adjustment as determined as part of the assessment of the RSP 2021 award
performance underpin.
5 The RSP 2023 September award (which forms part of the CEO single figure of remuneration for 2025) reflects a 36.2% downwards adjustment as determined as part of the interim assessment of the RSP
2023 award performance underpin and adjustment for payment of dividends over the vesting period. Final vesting and any changes to the above assessment will be disclosed in the 2026 Directors’
Remuneration Report.
The greater volatility of our CEO pay is due to the higher proportion of incentive pay in his package compared with that of our colleagues, whichintroduces a higher degree of variability in his pay each
year versus colleagues.
All data rounded to the nearest whole per cent.
Statement of shareholder voting
The table below shows shareholder voting
results in respect of our 2024 Remuneration
Report approved at the AGM held on 14 May
2025, and Directors’ Remuneration Policy
approved at the AGM held on 25 May 2023.
Vote on 2024 Annual Remuneration Report
atthe 2025 AGM.
Number of shares Percentage
For 197,478,136 99.9%
Against 190,612 0.1%
Withheld 17,491 n/a
Vote on Directors’ Remuneration Policy at the
2023 AGM.
Number of shares Percentage
For 203,831,473 95%
Against 11,098,605 5%
Withheld 4,604 n/a
Graham Lindsay
Remuneration Committee Chair
25 February 2026
Additional remuneration disclosures continued
0
Value (£) (rebased)
Vanquis Banking Group plc FTSE 250 (excl. investment trusts) CEO pay
Dec 21Dec 20Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 22
100
150
50
200
Dec 23 Dec 24 Dec 25
123 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Report
Our responsibilities as a listed business
In accordance with section 414C(11) of the Companies Act 2006, the directors present their report
forthe year ended 31 December 2025. Information relevant to the Directors’ Report that has been
covered in the Strategic Report has been listed below alongside its location. Both the Strategic
Report and the Directors’ Report have been prepared and presented in accordance with, and in
reliance upon, applicable company law. The liabilities of the directors in connection with both the
Directors’ Report and the Strategic Report shall be subject to the limitations and restrictions provided
by company law.
Other statutory information (including that required by Listing Rule 6.6.1(13))
Agreements with controlling shareholders Not applicable
Contracts of significance 190
Details of long-term incentive schemes 112 to 114
Directors’ indemnities 123
Dividends 125
Engagement with employees 74
How we had regard to suppliers, customers and others in a business relationship with
the Group 74 to 78
Events post-balance sheet 194
Risk management including principal risks 54 to 61
Future business developments 4 to 15
Going concern and viability statement 62 and 142
Greenhouse gas emissions, energy consumption and efficiency 42
Interest capitalised Not applicable
Non-pre-emptive issues of equity for cash in relation to major subsidiary undertakings Not applicable
Non-pre-emptive issues of equity for cash Not applicable
No political donations 127
Parent participation in a placing by a listed subsidiary Not applicable
Provision of services by a controlling shareholder Not applicable
Publication of unaudited financial information Not applicable
Purchase of own shares Not applicable
Research and development 127 and 171
Share capital – structure, voting and other rights 124
Share capital – employee share plan voting rights 125
Shareholder waivers of dividends 125
Shareholder waivers of future dividends 125
Waiver of emoluments by a director 112 to 113
Waiver of future emoluments by a director 112 to 113
Articles of association
The directors’ powers are conferred on them by
UK legislation and by the articles of association.
Changes to the articles of association must be
approved by shareholders passing a special
resolution and must comply with the provisions
of the Companies Act and the FCA’s Disclosure
Guidance and Transparency Rules.
Corporate governance statement
The Board considers that the Company was
compliant with all the provisions of the 2024 UK
Corporate Governance Code (the Code)
throughout 2025.
The Group’s Corporate Governance Report is set
out on pages 64 to 128.
Directors
The membership of the Board and biographical
details of the directors at the year end are given
on pages 66 and 67 and are incorporated into
this report by reference. Commentary about the
Board’s composition and Board tenure can be
found onpage 79.
All directors were present throughout 2025
andup to the date of signing the Annual Report
and financial statements 2025.
Angela Knight and Paul Hewitt stepped down
after the Board meeting on 29 January 2025.
Appointment and replacement
ofdirectors
Rules about the appointment and replacement
ofdirectors are set out in the Company’s
articlesof association. In accordance with the
recommendations of the Code, all directors
willoffer themselves for appointment or
reappointment, as appropriate, at the 2026 AGM.
Directors’ indemnities
The articles of association permit the Company
to indemnify directors of the Company (or of any
associated company) in accordance with section
234 of the Companies Act.
The Company may fund expenditure incurred
bydirectors in defending proceedings against
them. If such funding is by means of a loan, the
director must repay the loan to the Company,
ifthey are convicted in any criminal proceedings
or judgment is given against them in any civil
proceedings. The Company may indemnify any
director of the Company or of any associated
company against any liability.
However, the Company may not provide an
indemnity against:
1. any liability incurred by the director to the
Company or to any associated company;
2. any liability incurred by the director to pay
acriminal or regulatory penalty;
3. any liability incurred by the director in
defending criminal proceedings in which they
are convicted;
4. any liability incurred by the director in
defending any civil proceedings brought by
the Company (or an associated company)
inwhich judgment is given against them; or
5. in connection with certain court applications
under the Companies Act, no indemnity
wasprovided and no payments pursuant
tothese provisions were made in 2025 or
atany time up to the date of this report.
There were no other qualifying indemnities in
place during this period. The Company maintains
both a deed of indemnity in favour of the
directors and directors’ and officers’ liability
insurance, which gives appropriate cover for
anylegal action brought against its directors.
124 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ powers
Subject to the articles of association, UK
legislation and any directions given by special
resolution, the business of the Company is
managed by the Board. The directors currently
have powers in relation to the issuing and buying
back of the Company’s shares, which were
granted by shareholders at the 2025 AGM along
with the right to disapply pre-emption rights in
certain circumstances. The Board is seeking
renewal of these powers at the 2026 AGM.
Conflicts of interest
The Companies Act and the articles of
association require the Board to consider any
potential conflicts of interest of its members. The
Board has a formal policy and operates formal
procedures regarding conflicts of interest in
order to identify and manage conflicts and to
maintain independent judgement. All members
of the Board have completed conflict of interest
forms, which are reviewed annually. All directors
have an ongoing duty to notify the Company of
any changes and to ensure that appropriate
authorisation is sought where required and are
required to renew and confirm their external
interests annually. The Board (excluding the
director concerned) considers and, if appropriate,
authorises each director’s reported actual
andpotential conflict of interest, taking into
consideration what is in the best interests of
theCompany and whether the director’s ability
to act in accordance with his or her duties is
affected. The Board will refer to the Conflict
ofInterest Policy for the most appropriate
mitigating control. Records and Board minutes
of all authorisations granted by the Board
andthe scope of any approvals given are held
and maintained by the General Counsel and
Company Secretary.
Share capital
The Company’s issued ordinary share capital
comprises a single class of ordinary shares.
Therights attached to the ordinary shares
areset out in the articles of association. Each
share carries the right to one vote at general
meetings of the Company. No new shares
wereissued to satisfy awards made under
theLong Term Incentive Scheme 2015 (LTIS),
theRestricted Share Plan (RSP) or the Deferred
Bonus Plan (DBP).
Rights of ordinary shares
All of the Company’s issued ordinary shares are
fully paid up and rank equally in all respects
and there are no special rights with regard to
control of the Company. The rights attached to
them, in addition to those conferred on their
holders by law, are set out in the articles of
association. There are no restrictions on the
transfer of ordinary shares or on the exercise
ofvoting rights attached to them, except:
1. where the Company has exercised its right
to suspend its voting rights or to prohibit
their transfer following the omission by their
holder or any person interested in them to
provide the Company with information
requested by it in accordance with Part 22
of the Companies Act; or
2. where their holder is precluded from
exercising voting rights by the FCA’s Listing
Rules or the City Code on Takeovers
andMergers.
Directors’ interests in shares
The below interests include those held by
connected persons and interests in shares
through the Company’s share schemes.
Number of shares
31 December
2025
31 December
2024
Ian McLaughlin 2,541,802 1,895,865
Dave Watts 1 ,134,712 704,893
Sir Peter Estlin
1
300,000 300,000
Paul Hewitt
2
106,502 106,502
Jackie Noakes — —
Karen Briggs — —
Oliver Laird 13,900 26,900
Angela Knight
2
— —
Graham Lindsay 65,405 65,405
Michele Greene — —
1 Shareholding includes 50,000 shares held by a
connectedperson.
2 Paul Hewitt and Angela Knight stepped down from the Board
on 29 January 2025.
Between 31 December 2025 and 17 February
2026, being the latest practicable date prior
topublication, there has been a change to
DaveWatts’ shares of 310 owned outright due
to Buy as you Earn. There have been no further
changes in any other of the directors’ interests
inthe period.
Dividend waiver
Information on dividend waivers currently
inplace can be found overleaf.
Substantial shareholdings
In accordance with the Disclosure Guidance and Transparency Rules (DTR 5), the Company has
beennotified that the following persons hold directly or indirectly 3% or more of the voting rights
ofthe Company:
Interests as at 31 December 2025
Holders (descending %)
Interests as at 18/02/2026 (being the latest practicable
date before publication of the report)
Holders (descending %)
Redwood Capital Management LLC 13.45% Redwood Capital Management 13.45%
Schroders Investment Management 13.17% Schroders Investment Management 12.83%
Artemis Investment Management 9.44% Artemis Investment Management 9.46%
Janus Henderson Investors 5.79% Janus Henderson Investors 5.79%
Norges Bank Investment Management 4.50% Stichting Value Partners 4.36%
Harwood Capital LLP 3.90% Harwood Capital LLP 3.90%
Stichting Value Partners 3.82% Norges Bank Investment Management 3.78%
All interests disclosed to the Company in accordance with DTR 5 that have occurred since 18/02/26
can be found on the Group’s website: www.vanquis.com.
Directors’ Report continued
125 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Profit and dividends
The Group delivered a profit before tax from
continuing operations of £8.3m (2024: loss of
£138m). As at the date of this report, the
directors have declared dividends as follows:
Ordinary shares (p per share)
Interim dividend
2025 £nil
2024 £nil
Proposed final dividend
2025 £nil
2024 £nil
Total ordinary dividend
2025 £nil
2024 £nil
All-employee share schemes
The current schemes for employees resident in
the UK are the Vanquis Banking Group Savings-
Related Share Option Scheme 2022 (SAYE) and
the Vanquis Banking Group Share Incentive Plan
2022 (SIP). Share schemes are a long-established
and successful part of the total reward package
offered by the Company, encouraging and
supporting employee share ownership. The
Company’s schemes aim to encourage
employees’ involvement and interest in the
financial performance and success of the Group
through share ownership. The Company’s SIP
offers employees the opportunity to further
invest in the Company and to benefit from the
Company’s offer to match that investment on
the basis of one matching share for every four
partnership shares purchased.
Scheme title
Total
participants
as at
31 December
2025
Total
participants
as at
31 December
2024
SAYE 453 284
SIP 141 133
Executive share incentive schemes
Awards are also outstanding under the RSP, LTIS
and DBP. DBP awards were not granted during
the year as no bonus was paid for 2024. RSP
options were granted under the RSP on 9th
September 2025. Further information is set out
on pages 112 and 113.
Vanquis Banking Group 2007
Employee Benefit Trust (EBT)
The EBT, a discretionary trust for the benefit
ofexecutive directors and employees, was
established in 2007. The trustee, JTC Trust
Company (CI) Limited, is not a subsidiary ofthe
Company. The EBT operates in conjunction with
the LTIS, RSP, and DBP and either purchases
shares in the market or subscribes forthe issue
of new shares. The EBT is funded byloans from
the Company which are then used to acquire,
either via market purchase or subscription,
ordinary shares to satisfy awards granted
underthe LTIS, RSP and DBP.
For the purpose of the financial statements,
theEBT is consolidated into the Company and
Group. As a consequence, the loans are
eliminated and the cost of the shares acquired
isdeducted from equity as set out in note 31 on
page 187 of the financial statements. In 2025,
the EBT agreed to satisfy awards granted during
the year under the RSP in relation to options
over 2,920,840 shares in the Company.
As at 31 December 2025, the EBT held the
non-beneficial interest in 6,161,954 shares in the
Company (2024: 1,020,669). The EBT may exercise
or refrain from exercising any voting rights in its
absolute discretion and is not obliged to exercise
such voting rights in a manner requested by
thebeneficiaries. The EBT waives its right to
dividends in relation to shares held in the trust.
Provident Financial Employee
Benefit Trust (the PF Trust)
The PF Trust, a discretionary trust for the benefit
of executive directors and employees, was
established in 2003 and operated in conjunction
with the PSP. The trustee, Provident Financial
Trustees (Performance Share Plan) Limited, is a
subsidiary of the Company. The PF Trust has not
been operated with the Performance Share Plan
(PSP) since 2012, when the previous PSP expired.
The PF Trust was wound up in 2024, and the
trustee, Provident Financial Trustees
(Performance Share Plan) Limited, was
dissolvedon 9th April 2025.
Vanquis Banking Group BAYE Trust
(theBAYETrust)
The BAYE Trust is a discretionary trust that was
established in 2013 to operate in conjunction
with the SIP. Equiniti Share Plan Trustee is trustee
of the BAYE Trust. It is not a subsidiary of the
Company. The BAYE Trust is funded by loans from
the Company which are then used to acquire
ordinary shares via market purchase tosatisfy
the Matching Awards for participants of the SIP.
For the purposes of the financial statements,
theBAYE Trust is consolidated into the Company
and Group. Participants in the SIP can direct
thetrustee on how to exercise its voting rights
inrespect of the shares it holds on behalf of the
participant. As at 31 December 2025, the BAYE
Trust held the non-beneficial interest in 454,226
shares (2024: 384,809 shares).
Colleague engagement and
investing inourworkforce
We invest in our colleagues through recognition,
reward, development, wellbeing, the working
environment and culture. Colleagues are
recognised through our ‘Way to Go’ recognition
platform and our ‘Perks at Work’ scheme, where
you can recognise colleagues for outstanding
work, providing support and generally exhibiting
behaviours that show they are demonstrating
the Vanquis Way, the Group’s values. The site
can be used to learn new hobbies and skills
through the Perks Community Online Academy
and save money on a wide range of expenses.
During 2025 the Company introduced further
perks including workations, which allows
colleagues to combine travel abroad for leisure
purposes with working, paid birthday leave, paid
carer’s leave and dental insurance. TheCompany
launched the ‘Culture Makers’ campaign to
recognise colleagues who embody the Vanquis
values and shape the culture; 21 colleagues were
recognised as culture makers from a total pool
of143 colleagues.
We have a learning and development hub, which
provides colleagues with an online portal to
enhance their skills, performance and career.
Colleagues are also provided access to LinkedIn
Learning, which helps to support the building of
softer and technical skills.
We have a Group reward framework that enables
clear career progression and movement around
the Group. We have established mechanisms
forcolleague engagement, which includes a
Designated Non-Executive Colleague Champion,
a Colleague Forum, ‘Stay Connected’ and the
GPTW survey (see pages 28, 29, 73 and 74).
Directors’ Report continued
126 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Report continued
Colleague engagement and
investing inourworkforce continued
Information relevant to how we invest in our
colleagues and where it can be found:
Information Location
Reward and recognition 95 and 118
Learning and development –
management programmes,
apprenticeships, mandatory
e-learning and mentoring
19 and 74
Culture – equal opportunities, gender
diversity, other diversity and inclusion
and Colleague Survey results
5, 8, 28 to
29, 64, 73,
74 and 85
Health and wellbeing – support
andinitiatives
73 and 85
Engagement – internal
communication, Colleague Survey,
workforce panels and Designated
Non-Executive Colleague Champion
19, 21, 22,
24, 25, 28,
29, 73
and74
Equal opportunities and diversity
The Group is committed to employment policies
that follow best practice, based on equal
opportunities for all colleagues irrespective of
gender, pregnancy, race, colour, nationality,
ethnic or national origin, disability, sexual
orientation, age, marital or civil partner status,
gender reassignment, religion or belief. The
Group gives full and fair consideration to
applications for employment from disabled
persons, having regard to their aptitudes and
abilities. To read about our approach to
diversity and inclusion see pages 28 to 29.
Vanquis Banking Group plc is a member of the
Government’s Disability Confident Scheme for
employers. Appropriate arrangements are made
for the continued employment and training,
career development and promotion of disabled
persons employed by the Group, including
making reasonable adjustments where required.
If a member of staff becomes disabled, every
effort is made by the Group to ensure their
continued employment, either in the same or an
alternative position, with appropriate retraining
being given if necessary.
Pensions
The Group operates two pension schemes in the
UK. Employee involvement in the Group defined
benefit pension scheme is achieved by the
appointment of member-nominated trustees
and by regular newsletters and communications
from the trustees to members. In addition, there
is a website dedicated to pension matters. The
trustees manage the assets of the defined
benefit pension scheme, which are held under
trust separately from the assets of the Group.
Each trustee is encouraged to undertake
training, and regular training sessions on current
issues are carried out at meetings of the trustees
by the trustees’ advisors. The trustees have a
business plan and, at the start of each year,
review performance against the plan and
objectives from the previous year. In addition,
they agree objectives and a budget for the
current year. The trustees have a risk register
and an associated action plan and a Conflicts
of Interest Policy, both of which are reviewed at
least annually. The trustees have implemented
ade-risking investment strategy, which has been
agreed with the Company and is kept under
close review. The objective of the strategy is
toreduce the risk that the assets would be
insufficient in the future to meet the liabilities
ofthe scheme. The Company has put Pension
Trustee Indemnity Insurance in place to cover all
the Group’s pension schemes where individuals
act as trustees. The trustees are also protected
by an indemnity within each scheme’s rules and
this insurance effectively protects the Group
against the cost of potential claims impacting
on the solvency of the pension schemes. The
Group operates a Group Personal Pension Plan
for employees who joined the Group from
1January 2003. Employees in both these
planshave access to websites that provide
information about their funds and general
information about the plan.
Compliance
The Risk and Audit Committees oversee
compliance and work together to review
thesystems and controls for the prevention
ofbribery.
Health and safety (H&S)
The Group remains dedicated to upholding
rigorous health and safety standards across
allworking environments for our colleagues,
contractors, suppliers, and visitors. The Group
continues to place the highest priority on health,
safety, and wellbeing by clearly defining roles,
responsibilities, and delegated authority to
ensure effective management. During 2025, high
levels of assurance in our health and safety
performance have been achieved with ongoing
improvement remaining an essential component
of our health and safety strategy. The Group
has maintained strong focus on health and
safety training, achieving excellent compliance
and empowering colleagues to proactively
identify and address risks. This commitment
wasfurther demonstrated through robust risk
management throughout the year. Continued
tailored health and safety support has
continued for our hybrid working approach.
Significant activity was undertaken in support
ofour Bradford office move, and numerous
initiatives were launched to foster a more
inclusive, safe, and supportive workplace for all.
In the last quarter, the roll-out of DSE (Display
Screen Equipment) training and risk assessments
have commenced, as a fundamental part of
protecting colleagues’ health and wellbeing.
Anti-bribery and corruption
The Group has a policy on anti-bribery and
corruption, which reflects the requirements of the
Bribery Act 2010.
The policy sets out the Group’s zero-tolerance
approach to bribery and corruption and its
commitment to acting professionally, fairly and
with integrity in all its business dealings and
relationships, wherever it operates, and
implementing and enforcing effective systems
and controls to counter bribery and corruption.
The policy applies to all employees, contractors
and directors in relation to the business activities
undertaken by, or on behalf of, the Group. It also
applies to any third party that is undertaking
business for, or on behalf of the Group, which
must comply with the policy or maintain
equivalent standards and safeguards to prevent
bribery and corruption. Under the policy, all
employees, contractors, directors and relevant
third parties of the Group and its divisions must
comply with the following minimum requirements:
5 they must not directly or indirectly engage
inbribery or corruption in any form; and
5 they also must not accept, solicit, agree
toreceive, promise, offer or give a bribe,
orfacilitate payment, kickback or other
improper payment.
The policy also states that if an employee,
contractor, director or relevant third party of the
Group or its divisions becomes aware of a breach
of the above minimum requirements, they must
immediately comply with applicable reporting
protocols and procedures. The Group MLRO is the
responsible person within the Group for receiving
reports. The Group provides anti-bribery and
corruption training to all colleagues on an
annualbasis.
127 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Report continued
Related policies
Gifts and Corporate Hospitality Policy
The Group has a Gifts and Corporate Hospitality
Policy, which sets out the requirements for the
review, approval and documentation of any
gifts or corporate hospitality that are accepted,
offered or provided. The Risk Committee
oversees the Gifts and Corporate
HospitalityPolicy.
Whistleblowing Policy
The Group has a Whistleblowing Policy,
whichisoverseen by the Board. The Group is
committed to fostering a culture of openness,
honesty and accountability and requires the
highest possible standards of professional and
ethical conduct. Should any Group colleagues
have any reportable concerns, these can be
raised anonymously either internally or through
the Group’s external third-party helpline facility
asdetailed in the Group Whistleblowing Policy.
The Group has appointed a Whistleblowing
Champion, being a non-executive director
withresponsibility for ensuring and overseeing
the integrity of the Group’s arrangements on
whistleblowing, including policies and procedures.
A Group Whistleblowing Forum is in place,
whichreviews management information on
whistleblowing disclosures and grievances and
agrees on escalations to the Board. It also
considers any concerns regarding persistent
trends and shares best practice. The Group
provides whistleblowing training to all
colleagues, including executive directors.
Overseas branches
The Group has no overseas branches.
Political donations
The Group neither made any political donations
nor incurred any political expenditure during
theyear.
Research and development
The Group’s research and development activities
have predominantly related to the Gateway
technology transformation and the launch of
new product variants as set out in note 20 on
page 171 of the financial statements.
Environment and greenhouse
gasemissions
The Group’s greenhouse gas (GHG) and energy
use reporting is undertaken in accordance with
our obligations under both the Companies Act
2006 (Strategic Report and Directors’ Report)
Regulations 2013 and the UK Government’s
Streamlined Energy and Carbon Reporting
(SECR) Policy that has been implemented
through the Companies (Directors’ Report) and
Limited Liability Partnership (Energy and Carbon
Report) Regulations 2018. These emissions are
reported in accordance with WRI/WBCSD
GHGProtocol. For more information, please
referto pages 33 to 43.
The Group’s total GHG emissions, in tonnes of
CO
2
equivalent (CO
2
e), along with details of our
energy use and an intensity ratio, are reported
in the table on page 42. SLR Consulting Limited
has provided limited level ISAE 3000 (Revised)
assurance in respect of this data. Its full,
independent assurance statement is available
online at: www.vanquis.com/sustainability.
Where challenges have occurred in obtaining
data, estimates have been used and assured
bySLR Consulting.
The Group’s Climate Risk Committee, which is
co-chaired by the Group Treasurer and Head of
Strategic Planning and Analysis, and includes
senior representatives from functions such as
Finance, Risk, Operations and Sustainability,
continues to support the business to assess,
manage and report material climate-related
risks and opportunities, and ensure that we
continue to meet the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD). This is done through the
production of a climate-related financial
disclosure that is structured in such a way that
that it is fully consistent with the four pillars and
11 recommended disclosures of the TCFD, and
therefore meets the requirements of the
Climate-related Financial Disclosure (CFD)
Regulations 2022 and the UK Companies Act
(that is, sections 414CB(2A)(a to h)). The Group’s
2025 climate-related financial disclosure is set
out on pages 33 to 43.
To help us to manage and reduce our wider
impacts on the environment, the Group
continues to have in place an Environmental
Management System (EMS). Our EMS helps us to
identify, assess and reduce key environmental
risks and impacts; set and deliver against
environmental targets; and ensure our legal
compliance. This EMS is independently audited
each year against the requirements of the
international management standard ISO
14001:2015. Following the environmental audits
carried out in 2025, all the Group’s business
premises in Bradford, London, Chatham in Kent
and Petersfield in Hampshire were re-certified to
comply with the international standard
ISO14001:2015.
Important events since the
endofthe financial year
(31December 2025)
See note 37 on page 194.
Financial instruments
Details of the financial risk management
objectives and policies of the Group and the
exposure of the Group to credit risk, liquidity risk
and market risk are included on pages 152 to
154 of the financial statements.
Significant agreements
There are no agreements between any Group
company and any of its employees or any
director of any Group company that provide for
compensation to be paid to an employee or a
director on termination of employment or for
loss of office as a consequence of a takeover
ofthe Company.
Directors’ responsibilities
The directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable law and regulations.
The directors have chosen to prepare both the
Group and parent company financial statements
under UK adopted International Accounting
Standards. Under company law, the directors
must not approve the financial statements
unless they are satisfied that they give a true
and fair view of the state of affairs of the
Company and of the profit or loss of the
Company for that period.
In preparing these financial statements,
International Accounting Standard 1 requires
that directors:
5 properly select and apply accounting policies;
5 present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information;
5 provide additional disclosures when
compliance with the specific requirements
ofthe financial reporting framework is
insufficient to enable users to understand
the impact of particular transactions, other
events and conditions on the entity’s financial
position and financial performance; and
5 make an assessment of the Company’s
ability to continue as a going concern.
128 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Directors’ Report continued
Directors’ responsibilities continued
The directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the Company and
enable them to ensure that the financial
statements comply with the Companies Act
2006. They are also responsible for safeguarding
the assets of the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in the UK governing the preparation
and dissemination of financial statements may
differ from legislation in other jurisdictions.
Directors’ responsibility statement
We confirm that to the best of our knowledge:
5 the financial statements, prepared in
accordance with the relevant financial
reporting framework, give a true and fair
view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole;
5 the Strategic Report includes a fair review
ofthe development and performance of the
business and the position of the Company
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks
anduncertainties that they face; and
5 the Annual Report and financial statements,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s position, performance, business
model and strategy.
The directors are also required by the FCA’s
Disclosure Guidance and Transparency Rules
(DTR) to include a management report containing
a fair review of the business of the Group and
the Company and a description of the principal
risks, emerging risks and uncertainties facing
theGroup and Company.
The Directors’ Report and the Strategic Report
constitute the management report for the
purposes of DTR 4.1.5R and DTR 4.1.8R. The
directors are responsible for keeping proper
accounting records that are sufficient to:
5 show and explain the Company’s
transactions;
5 disclose with reasonable accuracy at any
time the financial position of the Company
and Group; and
5 enable them to ensure that the financial
statements and the Directors’ Remuneration
Report comply with the Act and, as regards
the Group financial statements, Article 4 of
the IAS Regulation. They are also
responsible for safeguarding the assets of
the Company and the Group and taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Annual Report and financial statements
2025 will be published on the Group’s website
inaddition to the paper version.
The directors are responsible for the maintenance
and integrity of the Group’s website. Legislation
in the UK governing the preparation and
dissemination of financial statements may differ
from legislation in other jurisdictions.
Responsibility statement
Company law requires the directors to prepare
financial statements for each financial year.
Under that law the directors are required to
prepare the Group financial statements in
accordance with relevant IFRS and IFRIC
interpretations and the Companies Act 2006.
The directors who held office during the financial
year and to the date of this report were
asfollows:
Sir Peter Estlin Chairman
Ian McLaughlin Chief Executive Officer
Dave Watts Chief Financial Officer
Michele Greene Senior Independent
Non-Executive Director
Graham Lindsay Independent
Non-Executive Director
Karen Briggs Independent
Non-Executive Director
Oliver Laird Independent
Non-Executive Director
Jackie Noakes Independent
Non-Executive Director
Paul Hewitt Stepped down
29January 2025
Angela Knight Stepped down
29January 2025
Disclosure of information to auditor
In accordance with section 418 of the Act, each
person who is a director as at the date of this
report confirms that:
5 so far as they are aware, there is no relevant
audit information of which the Company’s
external auditor is unaware; and
5 they have taken all steps that ought to have
been taken as a director in order to make
themselves aware of any relevant audit
information and to establish that the
Company’s external auditor is aware
of that information.
Auditor
Deloitte LLP, the external auditor for the
Company, was first appointed in 2012 and,
following a tender process in 2020, a resolution
proposing its reappointment was passed at the
2025 AGM. The reappointment of Deloitte LLP
asthe Company’s external auditor is proposed
at the 2026 AGM.
2026 AGM
The 2026 AGM will be held at Vanquis head
office, Fairburn House, 5 Godwin Street,
Bradford BD1 2AH, on Wednesday 6th May
at10.00 am. The Notice of AGM, together with
anexplanation of the items of business, will be
contained in the circular to shareholders dated
25 February 2026, and will be available on
ourwebsite, www.vanquis.com.
Approved by the Board on 25 February 2026
and signed by order of the Board.
Michael Mustard
General Counsel and Company Secretary
25 February 2026
129 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
1. Opinion
In our opinion:
5 the financial statements of Vanquis Banking Group plc (the ‘parent company’) and its subsidiaries
(the ‘Group’) give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2025 and of the Group’s profit for the year then ended;
5 the Group financial statements have been properly prepared in accordance with United Kingdom
adopted international accounting standards;
5 the parent company financial statements have been properly prepared in accordance with
United Kingdom adopted international accounting standards and as applied in accordance with
the provisions of the Companies Act 2006; and
5 the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
5 the consolidated income statement;
5 the consolidated statement of comprehensive income;
5 the consolidated and parent company balance sheets;
5 the consolidated and parent company statements of changes in equity;
5 the consolidated and parent company cash flow statements;
5 the material accounting policy information; and
5 the related notes 1 to 38.
The financial reporting framework that has been applied in their preparation is applicable law and
United Kingdom adopted international accounting standards and, as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the Financial Reporting
Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. The non-audit services provided
to the Group and parent company for the year are disclosed in note 6 to the financial statements. We
confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to
the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matter that we identified in
thecurrent year was the estimation of
expectedcredit losses in Credit Cards
andVehicle Finance.
Within this report, key audit matters
areidentified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Group and parent company financial statements was
£4.34m and £4.12m respectively which was determined on the basis of approximately 1% of
net assets, with the parent company materiality being capped at 95% of Group materiality.
Scoping
The Group has four operating segments, being Credit Cards, Second Charge Mortgages,
Vehicle Finance and Corporate Centre. In addition, the Personal Loans operating segment
was discontinued in the year following the sale of the loan portfolio and is recognised as
adiscontinued operation in the current year.
Our Group audit scope focused on Credit Cards, Second Charge Mortgages and Vehicle
Finance, which, together with the parent and corporate centre entities, account for 100%
ofthe Group’s net assets.
Significant changes
in our approach
In the prior year, the appropriateness of the contingent liability for Vehicle Finance
Commissions was identified as a key audit matter. This was due to the high degree of
estimation uncertainty and judgement involved, resulting from the Court of Appeal ruling,
over whether a provision or contingent liability should be recognised.
In the current year, following the Financial Conduct Authority’s (FCA) consultation on the
motor finance commission redress scheme issued in October 2025, management has
recognised a provision of £3m as disclosed in note 26. As a result, Vehicle Finance
Commissions is not considered to be a key audit matter.
Independent auditor’s report to the members of Vanquis Banking Group plc
Report on the audit of the financial statements
130 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue
to adopt the going concern basis of accounting included:
5 obtaining an understanding of relevant controls around management’s going concern assessment;
5 assessing the reasonableness of key assumptions, such as cash flows, capital, and liquidity
usedin the forecasts used to inform management’s going concern assessment, including the
effect of current and forecast macro-economic conditions, and any implications of the
transformation strategy;
5 reviewing regulatory correspondence and key committee and board meeting minutes to identify
events or conditions that may affect the Group’s ability to continue as a going concern;
5 assessing the information supporting the liquidity and capital forecasts, with support from our
prudential regulation specialists, including the stress testing and reverse stress testing performed
by management;
5 assessing the historical accuracy of forecasts prepared by management by comparing these to
actual results; and
5 assessing the appropriateness of the disclosures in respect of 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
parent 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 relation to the reporting on how the Group has applied the UK Corporate Governance Code,
wehave nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole,
andin forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Estimation of expected credit losses in Credit Cards and Vehicle Finance
Key audit matter
description
IFRS 9 Financial Instruments, requires that an impairment assessment should be the best
estimate of expected credit losses, and that reasonable forward-looking information should
be incorporated into the calculation as at the balance sheet date. The expected credit loss
provision estimate is driven by account-specific estimation of probability of default (‘PD’),
loss given default (‘LGD’) and exposure at default (‘EAD’) which represent the key areas
ofjudgement.
The Group holds portfolios of receivables from credit card, second charge mortgages and
vehicle financing arrangements, totalling £2,691.5m (2024: £2,154.6m), net of the expected
credit loss provision. The Group’s provision for impairment against amounts receivable from
customers is £244.7m (2024: £261.8m). We have pinpointed our key audit matter to two
specific areas that require significant judgement in Credit Cards and Vehicle Finance:
5 Macroeconomic scenarios: The uncertainties in the macroeconomic environment mean
there exists a wide range of scenarios with different loss outcomes. There is significant
judgement in determining the probability weighting of the scenarios adopted by
management and the macroeconomic forecast and
5 Economic Response Model: Management has redeveloped the economic response model
in the current year which is used to generate an appropriate response to the change in
the macroeconomic scenarios. This involves significant judgements in relation to the
redeveloped methodology and underlying assumptions.
Given the material impact of the significant judgements involved, we also consider there is a
risk of potential fraud due to the potential ability of management to introduce inappropriate
bias to judgements made in the estimation process.
Further detail in respect of these is set out in the material accounting policy information,
including the critical accounting judgements and key sources of estimation uncertainty on
page 148 to 150, the amounts receivables from customers in note 14 of the financial
statements and also within the Audit Committee report in page 90.
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Report on the audit of the financial statements continued
131 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes
itprobable that the economic decisions of a reasonably knowledgeable person would be changed
or influenced. We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Group financial statements Parent company financial statements
Materiality
£4.34m (2024: £4.41m) £4.12m (2024: £4.19m)
Basis for
determining
materiality
Approximately 1% of net assets (2024: 1% of
net assets)
Approximately 1% of net assets capped at
95% of Group materiality (2024: 1% of net
assets capped at 95% of Group materiality)
Rationale for the
benchmark applied
Our benchmark upon which materiality is determined is consistent with the prior period.
Wedetermined that net assets continue to be a more stable and relevant measure used
byinvestors, regulators and stakeholders when assessing the performance and longer-term
prospects of the Group and parent company as well as the importance of net assets to the
Group’s regulatory capital position.
5. Key audit matters continued
5.1. Estimation of expected credit losses in Credit Cards and Vehicle Finance continued
How the scope
ofour audit
responded to the
key audit matter
We performed the following procedures over the key audit matter:
5 Obtained an understanding of the relevant controls over model governance, including
development, recalibration, and monitoring activities and review and challenge of the
year-end macro-economic scenarios;
5 With support from our credit risk modelling specialists, assessed whether the Economic
Response Model development was based on appropriate data, considering the build
period, data sampling, and exclusions applied;
5 Performed an independent recode of the Economic Response Model to test its accuracy;
5 With support from our economics specialists, challenged and evaluated economic
forecasts and their respective weightings through comparison to independent economic
outlooks, other external and market data; and
5 Conducted an overall stand back assessment, which in conjunction with our direct
procedures on this key audit matter, specifically involved benchmarking management’s
macroeconomic scenario forecasts against market data, to consider whether sufficient
appropriate audit evidence had been obtained.
Key observations
We considered the redevelopment of the Economic Response Model and the associated
forward looking macroeconomic assumptions to be appropriate.
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Group materiality
£4.34m
Net assets
£487.30m
Component performance
materiality range
£1.11m to £2.68m
Audit Committee
reporting threshold
£0.22m
Net assets Group materiality
Report on the audit of the financial statements continued
132 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
7. An overview of the scope of our audit
7.1. Identification and scoping of components
The Group has four operating segments in the current year being: Credit Cards, Second Charge
Mortgages, Vehicle Finance and Corporate Centre. The Corporate Centre includes Snoop, Operations,
Technology & Change, and support Functions which collectively serve the needs of the wider Group.
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls, and assessing the risks of material misstatement at the Group level.
Our Group audit scope focused on all the operating segments which account for 100% of the Group’s
net assets and are all led by the Group audit engagement partner.
7.2. Our consideration of the control environment
We identified the financial reporting, lending, and deposit business cycles as the most relevant to the
audit, including the identification, valuation and recording of expected credit losses. Due to continuing
control deficiencies including those relating to the legacy IT systems, we only planned and successfully
executed a controls reliance approach for a segment of retail deposits. The known control issues
within the legacy IT systems are expected to be fixed strategically through the IT platform
modernisation This has been discussed within the Audit Committee Report set out on page 88.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the Group’s
business and its financial statements.
The Group continues to develop its assessment of the potential impacts of climate change which is
currently being considered over the short term (zero to one year), medium term (one to five years)
andlong term (five or more years) time horizons within the strategic report on page 34.
As part of our audit, we have obtained management’s climate-related risk assessment and held
enquiries with the Head of Sustainability, the Chief Risk Officer and Finance team to understand the
process of identifying climate-related risks, the determination of mitigating actions and the impact on
the Group’s financial statements. Management has identified there to be no material impact arising
from climate change on the judgements and estimates made in the financial statements as explained
in the material accounting policy information disclosure on page 148.
We performed our own qualitative risk assessment of the potential impact of climate change
materialmisstatement. Our procedures included reading disclosures included in the Strategic Report
with the involvement of our climate change and sustainability specialists and audit team consideration
as to whether they are materially consistent with the financial statements and our knowledge
obtained in the audit. We also evaluated whether appropriate disclosures have been made
inthefinancial statements.
6. Our application of materiality continued
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that,
inaggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements Parent company financial statements
Performance
materiality
65% (2024: 65%) of Group materiality 65% (2024: 65%) of parent company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered a number of factors, including: our
understanding of the control environment and controls reliance obtained, our understanding
of the business, and the number of uncorrected misstatements identified in the prior year.
We have assessed the performance materiality threshold to 65% of materiality in the current
year to incorporate the broader control environment and the continuing controls issues
identified by our IT specialists which prevented us from taking a controls reliance approach
(see section 7.2 of our report).
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in
excess of £0.22m (2024: £0.22m), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation of the financial statements.
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Report on the audit of the financial statements continued
133 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on
theFRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
5 the nature of the industry and sector, control environment and business performance including
the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus
levels and performance targets;
5 the Group’s own assessment of the risks that irregularities may occur either as a result of fraud
or error that was approved by the board;
5 results of our enquiries of management, internal audit, the directors and the audit committee
about their own identification and assessment of the risks of irregularities, including those that
are specific to the Group’s sector;
5 any matters we identified having obtained and reviewed the Group’s documentation of their
policies and procedures relating to:
5 identifying, evaluating and complying with laws and regulations and whether they were
aware of any instances of non-compliance;
5 detecting and responding to the risks of fraud and whether they have knowledge of any
actual, suspected or alleged fraud;
5 the internal controls established to mitigate risks of fraud or non-compliance with laws
andregulations;
8. Other information
The other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves.
If,based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
parent company’s ability to continue as a going concern, disclosing as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or the parent company or to cease operations, or have no realistic alternative
but to do so.
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Report on the audit of the financial statements continued
134 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
11.2. Audit response to risks identified
As a result of performing the above, we identified the estimation of expected credit losses in Credit
Cards and Vehicle Finance as a key audit matter related to the potential risk of fraud. The key audit
matters section of our report explains the matters in more detail and also describes the specific
procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
5 reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect
on the financial statements;
5 enquiring of management, the Audit Committee and in-house legal counsel concerning actual
and potential litigation and claims;
5 performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
5 reading minutes of meetings of those charged with governance, reviewing internal audit reports
and reviewing correspondence with Prudential Regulation Authority, the Financial Conduct
Authority and HMRC;
5 in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course
of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud continued
11.1. Identifying and assessing potential risks related to irregularities continued
5 the matters discussed among the audit engagement team and relevant internal specialists,
including tax, valuations, pensions, financial instruments, share-based payments, data analytics,
information technology, prudential regulatory, conduct risk and regulatory, climate change and
sustainability, macroeconomic and credit risk modelling specialists, regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential for fraud in the estimation of expected
credit losses in Credit Cards and Vehicle Finance. In common with all audits under ISAs (UK), we are
also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates
in, focusing on provisions of those laws and regulations that had a direct effect on the determination
of material amounts and disclosures in the financial statements. The key laws and regulations we
considered in this context included the UK Companies Act, Listing Rules, pensions legislation,
taxlegislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the financial statements but compliance with which may be fundamental to the Group’s ability to
operate or to avoid a material penalty. These included the regulation set by the Financial Conduct
Authority and the Prudential Regulation Authority relating to the Group’s regulatory capital and
liquidity requirements.
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Report on the audit of the financial statements continued
135 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
14. Opinion on other matter prescribed by the Capital Requirements
(Country-by-Country Reporting) Regulations 2013
In our opinion the information given in note 36 to the financial statements for the financial year
ended 31 December 2025 has been properly prepared, in all material respects, in accordance with the
Capital Requirements (Country-by Country Reporting) Regulations 2013.
15. Matters on which we are required to report by exception
15.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
5 we have not received all the information and explanations we require for our audit; or
5 adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
5 the parent company financial statements are not in agreement with the accounting records
andreturns.
We have nothing to report in respect of these matters.
15.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures
ofdirectors’ remuneration have not been made or the part of the directors’ remuneration report
tobe audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
5 the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
5 the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and the parent company and their
environment obtained in the course of the audit, we have not identified any material misstatements
inthe strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the Group’s compliance
with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
5 the directors’ statement with regards to the appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified set out on page 142;
5 the directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 62;
5 the directors’ statement on fair, balanced and understandable set out on page 86;
5 the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 92 and 93;
5 the section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 93; and
5 the section describing the work of the audit committee set out on pages 86 to 90.
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Report on other legal and regulatory requirements
136 – Vanquis Banking Group plc Annual Report and Accounts 2025
Financial statements Shareholder information GovernanceStrategic report
16. Other matters which we are required to address
16.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Directors on
30June 2021 to audit the financial statements for the year ended 31 December 2022 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals and
reappointments of the firm is 14 years, covering the years ending 31 December 2012 to 31 December 2025.
16.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to
provide in accordance with ISAs (UK).
17. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to
the company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s members as a body, for our audit work, for
this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule
(DTR) 4.1.15R – DTR 4.1.18R, these financial statements form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R
– DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual
Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Kieren Cooper (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
25 February 2026
Independent auditor’s report to the members of Vanquis Banking Group plc continued
Report on other legal and regulatory requirements continued
137 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information

|  | Group |
|  | 2025 | 2024 1
| Note | £m | £m
Interest income | 3 | 56 7.2 | 549.9
Interest expense | 4 | (148.8) | (142.0)
Net interest income |  | 4 18.4 | 40 7.9
Fee and commission income | 5 | 38.3 | 38.3
Fee and commission expense | 5 | (2.5) | (1.9)
Net fee and commission income | 5 | 35.8 | 36.4
Other income |  | 0.7 | 2.1
Total income |  | 454.9 | 446.4
Impairment charges | 14 | (18 1.1) | (185.3)
Risk-adjusted income |  | 27 3.8 | 26 1.1
Operating costs |  | (2 6 5.5) | (399.1)
Statutory profit/(loss) before taxation from continuing operations | 1, 6 | 8.3 | (138.0)
Tax (charge)/credit from continuing operations | 7 | (0.3) | 17.4
Statutory profit/(loss) after taxation from continuing operations |  | 8.0 | (12 0.6)
Profit after taxation from discontinued operations | 2 | 0.7 | 1.3
Statutory profit/(loss) |  | 8.7 | (119.3)
Statutory profit/(loss) attributable to ordinary shareholders |  | 8.2 | (119.3)
Statutory profit attributable to other equity holders |  | 0.5 | —

1 Refer to material accounting policy information for detail of the representation.
Consolidated income statement
For the year ended 31 December
Consolidated statement of comprehensive income
For the year ended 31 December

|  | Group |
|  | 2025 | 2024
| Note | £m | £m
Profit/(loss) for the year attributable to equity shareholders |  | 8.2 | (119.3)
Items that will not be reclassified subsequently to the income statement: |  |  |
– actuarial movements on retirement benefit asset | 22 | (22.1) | (11.6)
– tax on items taken directly to other comprehensive income | 7 | 5.5 | 2.9
Other comprehensive expense for the year |  | (16.6) | (8.7)
Total comprehensive expense for the year |  | (8.4) | (12 8.0)

Earnings per share
For the year ended 31 December

|  | Group |
|  | 2025 | 2024
| Note | pence | pence
Basic | 8 | 3.2 | (46.7)
Diluted | 8 | 3.1 | (46.7)

Dividends per share
For the year ended 31 December

|  | Group |
|  | 2025 | 2024
| Note | pence | pence
Interim dividend | 9 | — | —
Final dividend | 9 | — | —

The total cost of dividends paid in the year was £nil (2024: £2.5m).
138 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information

|  | Group |  | Company |
|  | At | At | At | At
|  | 31 December | 31 December | 31 December | 31 December
|  | 2025 | 2024 | 2025 | 2024
| Note | £m | £m | £m | £m
Assets |  |  |  |  |
Cash and cash equivalents | 12 | 804.5 | 1,003.9 | 4.3 | 10.5
Investment securities | 13 | 254.6 | — | — | —
Amounts receivable from customers | 14 | 2,69 1.5 | 2,153.7 | — | —
Trade and other receivables | 15 | 6 1.2 | 72.5 | 769.8 | 768.4
Investments held at fair value through profit and loss | 16 | 2.4 | 2.3 | — | —
Current tax asset |  | 0.9 | 3.9 | — | —
Property, plant and equipment | 17 | 8.0 | 7.1 | — | 0.5
Right of use assets | 18 | 12.1 | 16.4 | — | 7.4
Goodwill | 19 | 1.2 | 1.2 | — | —
Other intangible assets | 20 | 65.0 | 61.5 | — | 1.4
Investment in subsidiaries | 21 | — | — | 301.0 | 247.9
Retirement benefit asset | 22 | 6.4 | 27.8 | 6.4 | 27.8
Derivative financial instruments | 23 | 3.9 | — | 3.7 | 0.6
Deferred tax assets | 24 | 30.0 | 25.0 | — | —
Total assets | 1 | 3,9 4 1.7 | 3,3 7 5.3 | 1,085.2 | 1,064.5
Liabilities and equity |  |  |  |  |
Liabilities |  |  |  |  |
Trade and other payables | 25 | 5 1.8 | 46.1 | 13.2 | 20.9
Current tax liabilities |  | — | — | 13.9 | 8.2
Provisions | 26 | 7.9 | 15.5 | 1.1 | 5.6
Lease liabilities | 27 | 21.2 | 32.5 | — | 11.3
Retail deposits | 28 | 3,019.9 | 2,42 8.2 | — | —
Bank and other borrowings | 28 | 34 7.5 | 410.0 | 146.6 | 204.7
Derivative financial instruments | 23 | 6.1 | 1.8 | 0.4 | 1.7
Deferred tax liabilities | 24 | — | — | 1.0 | 5.6
Total liabilities | 1 | 3,45 4.4 | 2,93 4.1 | 176.2 | 258.0
Equity |  |  |  |  |
Share capital | 30 | 53.2 | 53.2 | 53.2 | 53.2
Share premium |  | 27 6.3 | 2 7 6.3 | 276.3 | 276.3
Merger reserve |  | 27 8.2 | 278 . 2 | 280.5 | 280.5
Other reserves |  | 9.2 | 10.8 | 8.4 | 10.0
Retained earnings |  | (188.2) | (177.3) | 232.0 | 186.5
Other equity instruments | 32 | 5 8.6 | — | 58.6 | —
Total equity | 1 | 48 7.3 | 441.2 | 909.0 | 806.5
Total liabilities and equity |  | 3,9 41.7 | 3,37 5.3 | 1,085.2 | 1,064.5

Balance sheets
In accordance with the exemption allowed by
section 408 of the Companies Act 2006, the
Company has not presented its own income
statement or statement of other comprehensive
income. The retained profit for the financial year
reported in the financial statements of the
Company was £6 5.8m (2024: £6 2.3m).
The financial statements on pages 137 to 198
were approved and authorised for issue by the
Board of Directors on 25 February 2026 and
signed on its behalf by:
Ian McLaughlin Dave Watts
Chief Executive Officer Chief Financial Officer
Company Number – 668987
139 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information

|  |  |  |  |  | Attributable to ordinary shareholders |  |  |  |  |
|  |  |  |  |  | Other reserves |  |  |  |  |
|  |  |  |  |  |  | Share- |  |  |  |
|  |  |  |  | Profit | Capital | based |  |  |  |
|  | Share | Share | Merger | retained by | redemption | payment | Retained |  | Other equity |
|  | capital | premium | reserve 1 | subsidiary | reserve 2 | reserve 3 | earnings | Total | instruments | Total
Group | Note | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m
At 1 January 2024 |  | 53.2 | 2 76.3 | 278 . 2 | 0.8 | 3.6 | 7.7 | (50.7) | 56 9.1 | — | 56 9.1
Loss for the year |  | — | — | — | — | — | — | (119.3) | (119.3) | — | (119.3)
Other comprehensive (expense)/income: |  |  |  |  |  |  |  |  |  |  |
– actuarial movements on retirement benefit asset | 22 | — | — | — | — | — | — | (11.6) | (11.6) | — | (11.6)
– tax on items taken directly to other comprehensive income | 7 | — | — | — | — | — | — | 2.9 | 2.9 | — | 2.9
Other comprehensive expense for the year |  | — | — | — | — | — | — | (8.7) | (8.7) | — | (8.7)
Total comprehensive expense for the year |  | — | — | — | — | — | — | (12 8.0) | (12 8.0) | — | (12 8.0)
Dividends | 9 | — | — | — | — | — | — | (2.5) | (2.5) | — | (2.5)
Share-based payment charge | 31 | — | — | — | — | — | 2.7 | — | 2.7 | — | 2.7
Transfer of share-based payment reserve on vesting of share awards |  | — | — | — | — | — | (4.0) | 4.0 | — | — | —
Purchase of shares for share awards |  | — | — | — | — | — | — | (0.1) | (0.1) | — | (0.1)
At 31 December 2024 |  | 53.2 | 2 76.3 | 278 . 2 | 0.8 | 3.6 | 6.4 | (177.3) | 441.2 | — | 44 1.2
At 1 January 2025 |  | 53.2 | 2 7 6.3 | 2 7 8.2 | 0.8 | 3.6 | 6.4 | (177.3) | 44 1.2 | — | 441.2
Profit for the year |  | — | — | — | — | — | — | 8.2 | 8.2 | 0.5 | 8.7
Other comprehensive (expense)/income: |  |  |  |  |  |  |  |  |  |  |
– actuarial movements on retirement benefit asset | 22 | — | — | — | — | — | — | (22.1) | (22.1) | — | (22.1)
– tax on items taken directly to other comprehensive income | 7 | — | — | — | — | — | — | 5.5 | 5.5 | — | 5.5
Other comprehensive expense for the year |  | — | — | — | — | — | — | (16.6) | (16.6) | — | (16.6)
Total comprehensive (expense)/income for the year |  | — | — | — | — | — | — | (8.4) | (8.4) | 0.5 | (7.9)
Share-based payment charge | 31 | — | — | — | — | — | 2.2 | — | 2.2 | — | 2.2
Transfer of share-based payment reserve on vesting of share awards |  | — | — | — | — | — | (3.8) | 3.8 | — | — | —
Purchase of shares for share awards |  | — | — | — | — | — | — | (6.3) | (6.3) | — | (6.3)
Issuance of other equity instruments | 32 | — | — | — | — | — | — | — | — | 58.6 | 58.6
Distributions on other equity instruments | 32 | — | — | — | — | — | — | — | — | (0.5) | (0.5)
At 31 December 2025 |  | 53.2 | 27 6.3 | 27 8.2 | 0.8 | 3.6 | 4.8 | (188.2) | 4 28.7 | 58.6 | 48 7.3

1 The full merger reserve is considered distributable.
2 The capital redemption reserve represents profits on the redemption of preference shares arising in prior years, together with the capitalisation of the nominal value of shares purchased and cancelled, net of the utilisation of this reserve to capitalise the nominal value of
shares issued to satisfy scrip dividend elections.
3
The share-based payment reserve reflects the corresponding credit entry to the cumulative share-based payment charges made through the income statement as there is no cash cost or reduction in assets from the charges. When options and awards vest, the element of
the share-based payment reserve relating to those awards and options is transferred to retained earnings.
Statements of changes in equity
140 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Attributable to ordinary shareholders
Other reserves
Company Note
Share
capital
£m
Share
premium
£m
Merger
reserve
1
£m
Capital
redemption
reserve
2
£m
Share-
based
payment
reserve
3
£m
Retained
earnings
£m
Total
£m
Other equity
instruments
£m
Total
£m
At 1 January 2024 53.2 276.3 280.5 3.6 7.7 133.8 755.1 — 755.1
Profit for the year — — — — — 62.3 62.3 — 62.3
Other comprehensive (expense)/income:
– actuarial movements on retirement benefit asset 22 — — — — — (11.6) (11.6) — (11.6)
– tax on items taken directly to other comprehensive income 7 — — — — — 2.9 2.9 — 2.9
Other comprehensive expense for the year — — — — — (8.7) (8.7) — (8.7)
Total comprehensive income for the year — — — — — 53.6 53.6 — 53.6
Dividends 9 — — — — — (2.5) (2.5) — (2.5)
Share-based payment charge 31 — — — — 1.5 — 1.5 — 1.5
Transfer of share-based payment reserve on vesting of share awards — — — — (1.7) 1.7 — — —
Share-based payment movement in investment in subsidiaries — — — — (1.1) — (1.1) — (1.1)
Purchase of shares for share awards — — — — — (0.1) (0.1) — (0.1)
At 31 December 2024 53.2 276.3 280.5 3.6 6.4 186.5 806.5 — 806.5
At 1 January 2025 53.2 276.3 280.5 3.6 6.4 186.5 806.5 — 806.5
Profit for the year — — — — — 65.3 65.3 0.5 65.8
Other comprehensive (expense)/income:
– actuarial movements on retirement benefit asset 22 — — — — — (22.1) (22.1) — (22.1)
– tax on items taken directly to other comprehensive income 7 — — — — — 5.5 5.5 — 5.5
Other comprehensive expense for the year — — — — — (16.6) (16.6) — (16.6)
Total comprehensive income for the year — — — — — 48.7 48.7 0.5 49.2
Share-based payment charge 31 — — — — 1.2 — 1.2 — 1.2
Transfer of share-based payment reserve on vesting of share awards — — — — (3.1) 3.1 — — —
Share-based payment movement in investment in subsidiaries — — — — 0.3 — 0.3 — 0.3
Purchase of shares for share awards — — — — — (6.3) (6.3) — (6.3)
Issuance of other equity instruments 32 — — — — — — — 58.6 58.6
Distributions on other equity instruments 32 — — — — — — — (0.5) (0.5)
At 31 December 2025 53.2 276.3 280.5 3.6 4.8 232.0 850.4 58.6 909.0
1 The full merger reserve is considered distributable.
2 The capital redemption reserve represents profits on the redemption of preference shares arising in prior years, together with the capitalisation of the nominal value of shares purchased and cancelled, net of the utilisation of this reserve to capitalise the nominal value of
shares issued to satisfy scrip dividend elections.
3 The share-based payment reserve reflects the corresponding credit entry to the cumulative share-based payment charges made through the income statement as there is no cash cost or reduction in assets from the charges. When options and awards vest, the element of
the share-based payment reserve relating to those awards and options is transferred to retained earnings.
Statements of changes in equity continued
141 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information

|  | Group |  | Company |
|  |  | 2024 |  | 2024
|  | 2025 | (restated) 1 | 2025 | (restated) 1
| Note | £m | £m | £m | £m
Cash flows from operating activities |  |  |  |  |
Cash generated from/(used in) operations | 35 | 8 9.0 | 444.5 | (14.3) | (38.6)
Tax received |  | 4.0 | 8.2 | — | —
Net cash generated from/(used in) operating activities |  | 93.0 | 4 52.7 | (14.3) | (38.6)
Cash flows from investing activities |  |  |  |  |
Purchase of intangible assets | 20 | (15.2) | (12.5) | — | —
Purchase of property, plant and equipment | 17 | (3.3) | (2.2) | (1.9) | —
Proceeds from sale of available for sale investment |  | — | 4.3 | — | —
Purchase of investment securities |  | (291.8) | — | — | —
Proceeds from maturity of investment securities |  | 4 0.0 | — | — | —
Dividends received from subsidiaries | 33 | — | — | 20.0 | 40.0
Net cash (used in)/generated from investing activities |  | (2 70.3) | (10.4) | 18.1 | 40.0
Cash flows from financing activities |  |  |  |  |
Proceeds from bank and other borrowings |  | — | 5.0 | — | —
Repayment of bank and other borrowings |  | (63.7) | (174.0) | (58.5) | —
Payment of lease liabilities |  | (10.0) | (9.7) | (3.3) | (3.0)
Dividends paid to Company shareholders |  | — | (2.5) | — | (2.5)
Distributions on other equity instruments | 32 | (0.5) | — | (0.5) | —
Proceeds from issue of other equity instruments | 32 | 58.6 | — | 58.6 | —
Purchase of own shares for share awards |  | (6.3) | (0.1) | (6.3) | (0.1)
Net cash used in financing activities |  | (21.9) | (18 1.3) | (10.0) | (5.6)
Net (decrease)/increase in cash, cash equivalents and overdrafts |  | (199.2) | 2 61.0 | (6.2) | (4.2)
Cash, cash equivalents and overdrafts at beginning of year |  | 1,002.8 | 7 4 1.8 | 10.5 | 14.7
Cash, cash equivalents and overdrafts at end of year |  | 80 3.6 | 1,00 2.8 | 4.3 | 10.5
Cash, cash equivalents and overdrafts at end of year comprise: |  |  |  |  |
Cash at bank and in hand | 12 | 80 4.5 | 1,003.9 | 4.3 | 10.5
Overdrafts (held in bank and other borrowings) | 28 | (0.9) | (1.1) | — | —
Total cash, cash equivalents and overdrafts |  | 80 3.6 | 1,00 2.8 | 4.3 | 10.5

1 Refer to note 35 for details on restatement.
In the Group, interest received was £619.2m (2024: £6 37.8m) and interest paid was £94.6m (2024: £10 3.0m). This is all included within cash generated from/(used in) operations.
In the Company, interest received was £9.1m (2024: £8.5m) and interest paid was £27.0m (2024: £21.7m). This is all included within cash generated from/(used in) operations.
Cash at bank and in hand includes £7 46.8m (2024: £9 48.7m) in respect of the liquid asset buffer, including other liquidity resources, held by Vanquis Bank Limited in accordance with the PRA’s liquidity regime.
Statements of cash flows
For the year ended 31 December
142 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
General information
The Company is a public limited company incorporated and domiciled in the UK. The address of its
registered office is Fairburn House, 5 Godwin Street, Bradford, England BD1 2AH. The Company is
listed on the London Stock Exchange.
Basis of preparation
The financial statements of the Group and Company are prepared in accordance with International
Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board and adopted by the UK; and the Companies Act 2006.
The financial statements have been prepared on a going concern basis under the historical cost
convention, as modified by the revaluation of derivative financial instruments and investments held
at fair value through profit and loss.
In assessing whether the Group is a going concern, the directors’ review has been made on the basis
that the Group continues to operate for the 12 months from the date of the approval of the financial
statements. The directors considered the appropriateness of the going concern basis, the period of
assessment, any reporting requirements, and solvency and liquidity risks, and included a variety of
factors – forecasts and budgets, timing of cash flows and funding, the Group’s primary market and
any contingent liabilities. When considering the appropriateness of going concern, the directors have
also considered the Group’s ability to meet its regulatory requirements (both capital and liquidity)
at all times and not just a positive net asset measure.
The assessment of going concern for the Group for the purposes of the Annual Report and financial
statements considered the following factors:
5 The Group’s corporate plan as approved in January 2026, which sets out financial, capital,
liquidity and funding projections, together with an overview of relevant risks.
5 The principal and emerging risks, which could impact the performance of the Group, with a focus
on capital and liquidity.
5 The severe but plausible downside scenario, which is designed to assess the potential impact
of certain underlying risks on the Group’s capital and funding resources, together with the
availability and effectiveness of mitigating actions.
5 Reverse stress testing analysis, which is designed to assess the point at which the Group
is no longer a going concern.
Having considered the Group’s forecasts, the regulatory capital and liquidity of the Group and
the regulatory outlook, the directors have a reasonable expectation that the Group will continue
as a going concern for a period of at least 12 months from the date of approving these financial
statements. Accordingly, the financial statements of the Group have been prepared on the going
concern basis.
Change in accounting policies
Group principal accounting policies under IFRS have been consistently applied to all the years
presented, except where set out below.
Exceptional items
The Group has transitioned to reporting solely on a statutory basis, removing adjustments for
goodwill write-offs, transformation and other exceptional costs, and amortisation of acquisition
intangibles. This follows actions taken in 2024 that resulted in a cleaner, lower-risk balance sheet and
improved transparency at both Group and product levels. Adjusted performance is now expected to
closely align with statutory results. The accounting policy for exceptional items is therefore no longer
in place. As this is a change in accounting policy, the comparatives have been represented; however,
there is no impact on recognition, measurement or total profit and loss in any period presented in this
report. The change reflects a change in presentation of the income statement and associated metrics.
Representation of items
Discontinued operations
The Group sold its loan portfolio in 1H25. In accordance with IFRS 5 Non-current Assets Held for Sale
and Discontinued Operations, this business segment is now presented as discontinued operations.
See note 2.
Segmental reporting
Following the sale of the Personal Loans business, the Group now comprises four segments: the three
core lending products – Credit Cards, Vehicle Finance, and Second Charge Mortgages – and the
Corporate Centre. The Corporate Centre includes the residual performance of the Retail Savings
business, Treasury results after product allocations, Snoop, and other immaterial or central items.
As a result, all previous periods have been represented onto a consistent basis. These changes do not
constitute a change in accounting policy and there is no impact on recognition, measurement or profit
and loss in any period presented in this report. See note 1.
Cash flow statement
The Group and Company cash flow statements have been restated. Refer to note 35 for details.
The impact of new standards not yet effective and not adopted by the
Group from 1 January 2026
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and
complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to
IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings
per Share.
Material accounting policy information
143 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
The impact of new standards not yet effective and not adopted by the
Group from 1 January 2026 continued
IFRS 18 Presentation and Disclosures in Financial Statements continued
IFRS 18 introduces new requirements to:
5 present specified categories and defined subtotals in the statement of profit or loss;
5 provide disclosures on Management-Defined Performance Measures (MPMs) in the notes to the
financial statements; and
5 improve aggregation and disaggregation.
An entity is required to apply IFRS 18 for annual reporting periods beginning on or after 1 January
2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised
IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective
application with specific transition provisions.
The Group’s assessment is ongoing and anticipates that the application of these amendments may
have an impact on the presentation of its consolidated financial statements in future periods.
There are no other new standards not yet effective and not adopted by the Group from 1 January
2026 that are expected to have a material impact on the Group.
Basis of consolidation
The consolidated income statement, consolidated statement of comprehensive income, consolidated
statement of financial position, statement of changes in shareholders’ equity, statement of cash flows and
notes to the financial statements include the financial statements of the Company and all of its subsidiary
undertakings drawn up from the date control passes to the Group until the date control ceases.
Control is achieved when the Group:
5 has power over the investee;
5 is exposed, or has rights, to variable returns from its involvement with the investee; and
5 has the ability to use its power to affect returns.
All intra-group transactions and balances and unrealised gains on transactions between Group
companies are eliminated on consolidation.
The accounting policies of subsidiaries are consistent with the accounting policies of the Group.
A full list of the Group’s subsidiaries is set out in note 37, together with further information on the
basis on which they are considered to be controlled by the Company.
Interest income
Interest income is earned from Credit Cards, Vehicle Finance and Second Charge Mortgages
products. It also includes interest received from Vanquis Bank Limited’s liquid asset buffer, interest on
gilts, interest on balances held in the Bank of England central reserve account, net fair value gains
recognised in relation to the Group’s derivative financial instruments, and other minor interest income.
Interest is calculated on Credit Card advances to customers and Second Charge Mortgages
balances using the effective interest rate on the daily balance outstanding.
Within Vehicle Finance, interest income is recognised in line with IFRS 16. Refer to Leases accounting
policy for details value.
Interest income is recognised on the gross receivable when accounts are in IFRS 9 Stages 1 and 2 and
on the net receivable for accounts in Stage 3.
Directly attributable acquisition costs are capitalised as part of receivables and amortised over the
life of the loan as a deduction to interest income.
Group interest income excludes intra-group transactions.
Company interest income includes intra-group transactions.
Interest expense
Interest expense principally comprises the interest on retail deposits, senior and public bonds,
securitisations and lease liability interest. For the Company, it also includes intra-group loan
arrangements, and is recognised on an effective interest rate basis.
Fee and commission income
Fee and commission income is earned from Credit Cards and is recognised at the time the charges
are made to customers on the basis that the performance obligation is complete.
Group fee income excludes intra-group transactions.
Dividend income
Dividend income is recognised in the income statement when the Company’s right to receive payment
is established.
Goodwill
All acquisitions are accounted for using the purchase method of accounting.
Goodwill is an intangible asset and is measured as the excess of the fair value of the consideration
over the fair value of the acquired identifiable assets, liabilities and contingent liabilities at the date
of acquisition. Gains and losses on the disposal of a subsidiary include the carrying amount of
goodwill relating to the subsidiary sold.
Goodwill is allocated to cash-generating units for the purposes of impairment testing. The allocation
is made to those cash-generating units or groups of cash-generating units that are expected to
benefit from the business combination in which the goodwill arose.
Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses.
Impairment is tested by comparing the carrying value of the asset to the discounted expected future
cash flows from the relevant cash-generating unit. Expected future cash flows are derived from the
Company’s latest budget projections and the discount rate is based on the Company’s risk-adjusted
cost of equity at the balance sheet date.
Any goodwill impairment or write-off is charged to the income statement as part of operating costs .
Material accounting policy information continued
144 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Investments in subsidiaries
The Company’s investments in subsidiaries are stated at cost less provisions for impairment where
required. Impairment provisions reflect the shortfall between the carrying value of the investment with
the higher of: (i) fair value less costs to sell; and (ii) value in use of the subsidiary.
Employee benefit trust
The employee benefit trust (EBT) has been set up to hold shares in the Company in conjunction with
the Group’s employee share ownership arrangements, the assets, liabilities and transactions of the
trust are accounted for within the accounts of the Company. Shares in Vanquis Banking Group plc
held by the trustee of the Group’s EBT are shown on the balance sheet as a deduction in arriving at
total equity. Own shares are stated at cost .
Leases
The Group and Company as a lessee
The Group and Company assess whether a contract contains a lease at inception of a contract. A
right of use asset and a corresponding liability are recognised with respect to all lease arrangements
where it is a lessee, except for short-term leases (leases with a lease term of 12 months or less) and
leases of low-value assets (less than £5,000). For these leases, the lease payment is recognised within
operating expenses on a straight-line basis over the lease term.
The lease liability is initially measured at the present value of the lease payments at the
commencement date, discounted using the rate implicit in the lease. This rate could not be readily
determined; therefore, the incremental borrowing rate has been used. This is defined as the rate of
interest that the lessee would have to pay to borrow, over a similar term and with similar security, the
funds necessary to obtain an asset of a similar value to the right of use asset in a similar economic
environment. For Vanquis Bank Limited, this would represent an average retail deposit rate; for all
other companies this would be based on the assessment of their funding rate at the time.
The lease payments included in the measurement of the lease liability comprise:
5 fixed lease payments;
5 variable lease payments; and
5 payment of penalties for terminating the lease, if the lease term reflects the exercise of an option
to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on
the lease, using the effective interest rate method, and reducing the carrying amount to reflect the
lease payments made.
The lease liability is remeasured whenever:
5 the lease term has changed, in which case the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate;
5 the lease payments change due to changes in an index or rate, in which case the lease liability is
remeasured by discounting the revised lease payments using the initial discount rate; and
5 the lease contract is modified and the modification is not accounted for as a separate lease, in
which case the lease liability is remeasured by discounting the revised lease payments using a
revised discount rate.
The right of use asset comprises the initial measurement of the corresponding lease liability and is
subsequently measured at cost less accumulated depreciation and impairment losses.
Right of use assets are depreciated over the shorter period of lease term and useful life of the
underlying asset.
The lease liability and right of use asset are presented as separate line items on the balance sheet.
The interest on the lease and depreciation are charged to the income statement and presented within
interest expense and operating costs respectively.
The Group and Company as a lessor
Vehicle Finance is considered a lessor for its Conditional Sale Agreements to customers. Finance lease
income is presented within interest income. It is allocated to accounting periods so as to reflect a
constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
Finance lease income is calculated with reference to the gross carrying amount of the lease
receivables, except for credit-impaired financial assets for which interest income is calculated with
reference to their amortised cost (i.e. after a deduction of the loss allowance).
Refer to the accounting policy for the amounts receivable from customers for further detail.
The Group sub-leases a portion of its office space and accounts for it as a finance lease.
Other intangible assets
Other intangible assets include acquisition intangibles in respect of the technology and brand of
Snoop, standalone computer software and development costs of intangible assets across the Group.
The fair value of Snoop’s technology was estimated using multi-period excess earnings methodology.
The fair value of Snoop’s brand valuation was estimated using an income approach based on the
Relief from Royalties Methodology. The estimated useful life of the technology was deemed to be nine
years and of the brand was deemed to be five years. The assets are being amortised on a straight-
line basis over their useful life.
Computer software and computer software development assets represent the costs incurred to
acquire or develop software and bring it into use. Directly attributable costs incurred in the
development of software are capitalised as an intangible asset if the software will generate future
economic benefits. Directly attributable costs include the cost of software development employees
and an appropriate portion of relevant directly attributable overheads.
Computer software and computer software development costs are amortised on a straight-line basis
over their estimated useful economic life, which is generally estimated to be between three and 10
years. The residual values and economic lives of intangible assets are reviewed by management at
each balance sheet date .
Material accounting policy information continued
145 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Other intangible assets continued
Other intangible assets are valued at cost less subsequent amortisation and impairment.
Amortisation and impairment are charged to the income statement as part of operating costs. An
impairment loss is recognised for the amount by which the asset’s carrying value exceeds the higher
of the asset’s value in use and its fair value less costs to sell.
Amounts receivable from customers
Customer receivables under IFRS 9 are initially recognised at fair value, which represents the amount
advanced to the customer plus directly attributable issue costs less an impairment provision for
expected losses. The receivables are originated under a business model that intends to collect the
contractual cash flows and includes only elements of principal and interest, so are subsequently
measured at amortised cost less impairment provisions. The impairment provision recognised is based
on the Probability of Default (PD), the Loss Given Default (LGD) and the Exposure at Default (EAD).
IFRS 9 requires a three-stage ECL approach for measuring impairment:
5 Stage 1 – a 12-month ECL allowance is recognised where there is no significant increase in credit
risk (SICR) since initial recognition.
5 Stage 2 – a lifetime ECL allowance is recognised for receivables where a SICR is identified since
initial recognition.
5 Stage 3 – requires objective evidence that the receivable is credit impaired, at which point a
lifetime ECL allowance is recognised.
On initial recognition, all accounts are recognised in IFRS 9 Stage 1.
The account moves to Stage 2 when a SICR becomes evident, such as a missed payment or a
significant increase in PD but has not defaulted. In the absence of other factors indicating SICR, this
will occur at 30 days past due.
An account moves to Stage 3 and is deemed to have defaulted at 90 days past due, or when a
payment arrangement is initiated, or when other unlikeliness to pay factors arise (like customer
bankruptcy proceedings).
Accounts are charged off when they meet certain criteria set out in the Group’s charge-off policy and
are generally expected to be sold to debt collection agencies. This is largely linked to the number of
customer missed payments. A post-charge-off asset (PCOA) is recognised based on expected future
cash flows. When an account is charged off both the reduction in gross receivable and the release of
the impairment provision is recognised in the income statement, within impairment. In line with IFRS 9
5.5.4 this reflects a partial write off of the gross receivable, with a corresponding release in the
associated impairment provision. Any additional charge as a result of the partial write off is also
recognised within impairment in the income statement. The accounts remain held at amortised cost as
the business model is unchanged.
A customer’s debt is written off when it is sold to debt collection agencies or when there is no further
expectation of collections. Any subsequent recoveries are recognised as a credit to impairment when
received .
Credit Cards
On inception an expected loss impairment provision is recognised using PD/LGD/EAD models, which
forecast customer behaviour to calculate losses.
For Credit Cards, the PD is determined by utilising a customer’s behavioural score used for
underwriting the Credit Card. The LGD discounts the EAD, which adjusts the current card balance
for future expected spend and interest. It does not include any future credit line increases.
Vehicle Finance
Vehicle Finance amounts receivable from customers includes finance leases. Finance leases are
initially measured at an amount equal to the net investment in the lease, using the interest rate
implicit in the finance lease.
Direct costs are included in the initial measurement of the net investment in the lease and reduce the
amount of income recognised over the lease term. Interest income is recognised over the lease term,
based on a pattern reflecting a constant periodic rate of return on the net investment in the lease.
Subsequent to initial recognition, the Group applies the impairment requirements of IFRS 9,
recognising an allowance for expected credit losses on the finance lease receivables.
Losses are recognised on inception of a loan based on the probability of a customer defaulting within
12 months. This is determined with reference to historical customer data and outcomes.
An account moves from Stage 1 to Stage 2 when there has been a SICR. Lifetime losses are
recognised for all accounts in Stages 2 and 3.
A customer is deemed to have defaulted when they become three monthly payments in arrears or
enter into a forbearance arrangement. Customer agreements that have been terminated, either
voluntarily by the customer settling their agreement early and where a balance remains, or through
the agreement being default terminated, are also included within Stage 3.
Second Charge Mortgages
For Second Charge Mortgages, the PD is determined on a portfolio basis and applied at account
level. The PD will increase if an account misses a payment and enters Stage 2 and will default at the
point three payments are missed. The LGD uses the whole LTV capturing the first and second charge
outstanding balances. The EAD reflects the estimated balance when three payments are missed.
Customers under forbearance
Customers are moved to IFRS 9 Stage 3 and lifetime losses are recognised in all products where
forbearance is provided to the customer or alternative payment arrangements are established.
Customers under temporary payment arrangements are separately identified according to the type
of arrangement. The carrying value of receivables under each type of payment arrangement is
calculated using historical cash flows under that payment arrangement, discounted at the original
effective interest rate.
Macroeconomic scenarios
Macroeconomic provisions are part of the core model and are recognised to reflect the expected
impact of future economic events on a customer’s ability to make payments on their agreements
and the losses that are expected to be incurred.
Material accounting policy information continued
146 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Amounts receivable from customers continued
Macroeconomic scenarios continued
The provisions consider the relationship between hazard rate, the number of people who were
employed last month but who are unemployed the following month (derived from unemployment).
In 2024, debt to income ratio, default and write off rates were also considered.
Property, plant and equipment
Property, plant and equipment is shown at cost less accumulated depreciation and impairment,
except for land, which is shown at cost less impairment.
Cost represents invoiced cost plus any other costs that are directly attributable to the acquisition of
the items. Repairs and maintenance costs are expensed as incurred.
Depreciation is calculated to write down assets to their estimated realisable values over their useful
economic lives.
The following principal bases are used:

| % | Method
Land | Nil | —
Leasehold improvements | Over the lease period | Straight line
Equipment (including computer hardware) | 10 to 33 1/3 | Straight line
Motor vehicles | 25 | Reducing balance

The residual values and useful economic lives of all assets are reviewed, and adjusted if appropriate,
at each balance sheet date. All items of property, plant and equipment, other than land, are tested
for impairment whenever events or changes in circumstances indicate that the carrying value may not
be recoverable. Land is subject to an annual impairment test. An impairment loss is recognised for the
amount by which the asset’s carrying value exceeds the higher of the asset’s value in use and its fair
value less costs to sell. Gains and losses on disposal of property, plant and equipment are
determined by comparing any proceeds with the carrying value of the asset and are recognised
within operating costs in the income statement.
Depreciation is charged to the income statement as part of operating costs.
Investments
Investment securities
The Group’s investments in securities are held as part of its liquidity buffer, with the intention to collect
the contractual cash flows. These securities are carried at amortised cost, with income recognised on
an effective interest rate (EIR) basis.
Investments held at fair value through profit and loss
Visa Inc shares are measured at fair value in the balance sheet as a reliable estimate of the fair
value can be determined. Valuation adjustments arising as a result of routine mark-to-market
revaluation are recognised in the income statement.
Fair value changes including any impairment losses and foreign exchange gains or losses are
recognised within other income in the income statement. The fair value of monetary assets denominated
in foreign currency is determined through translation at the spot rate at the balance sheet date.
Dividends on equity instruments are recognised in the income statement when the Group’s right to
receive the dividends is established.
Derivative financial instruments and hedge accounting
As permitted by IFRS 9, the Group continues to apply the requirements of IAS 39 to its
hedging relationships.
Derivatives are recognised at fair value with changes recognised in the income statement. Hedge
accounting allows the derivative to be designated as a hedge of another financial instrument. At the
inception of the hedge relationship, formal documentation is drawn up specifying the hedging strategy,
the hedged item, the hedging instrument and the methodology that will be used to measure the
effectiveness of the hedge relationship in offsetting changes in the fair value or cash flow of the
hedged risk. The effectiveness of the hedging relationship is tested both at inception and throughout
its life, and if at any point it is concluded that it is no longer highly effective in achieving its
documented objective, hedge accounting is discontinued.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, which includes amounts invested in
the Bank of England reserve account held in accordance with the Prudential Regulation Authority’s
(PRA’s) liquidity regime. Cash held as part of securitisations is not immediately available due to the
terms of the arrangements. Bank overdrafts are presented in borrowings to the extent that there
is no right of offset with cash balances.
Amounts owed by or to group companies
In the accounts of the Company, balances owed by other group companies are carried at amortised
cost less impairment provisions. Expected credit losses on intercompany balances are assessed at each
balance sheet date. In assessing SICR, both quantitative and qualitative indicators are considered
including payment behaviour and the financial position of the borrower. This include any non-payments
of capital or interest due and negative equity. In the absence of any other factors, SICR will be
considered after a payment is 30 days past due. The PDs and LGDs are determined for each loan
based on the subsidiary’s available funding and cash flow forecasts.
Balances owed to other group companies are carried at amortised cost.
Borrowings
Borrowings are recognised initially at fair value, being issue proceeds less any transaction costs
incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds
less transaction costs and the redemption value is recognised in the income statement over the
expected life of the borrowings using the effective interest rate.
Retail deposits are recognised initially at fair value, being the cash received from the customer.
Interest payable to the customer is recognised in the income statement over the deposit term on an
effective interest rate basis.
Material accounting policy information continued
147 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Dividends paid
Dividend distributions to the Company’s shareholders are recognised in the Group and the
Company’s financial statements as follows:
5 final dividend: when approved by the Company’s shareholders at the AGM; and
5 interim dividend: when paid by the Company.
Retirement benefits
Defined benefit pension schemes
The charge in the income statement in respect of defined benefit pension schemes comprises the
actuarially assessed current service cost of working employees up to when the scheme was closed,
together with the interest on pension liabilities offset by the interest on pension scheme assets. All
charges are recognised within operating costs in the income statement.
The retirement benefit asset recognised in the balance sheet in respect of defined benefit pension
schemes is the fair value of the schemes’ assets less the present value of the defined benefit
obligation at the balance sheet date. A retirement benefit asset is recognised to the extent that the
Group and Company have an unconditional right to a refund of the asset or if it will be recovered in
future years as a result of reduced contributions to the pension scheme.
The defined benefit obligation is calculated annually by independent actuaries using the projected
unit credit method. The present value of the defined benefit obligation is determined by discounting
the estimated future cash outflows using interest rates of high-quality corporate bonds that have
terms to maturity approximating to the terms of the related pension liability.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions
are recognised immediately in the statement of comprehensive income.
Past service costs are recognised immediately in the income statement.
Defined contribution pension schemes
Contributions to defined contribution pension schemes are charged to the income statement on an
accruals basis.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from the proceeds.
Merger reserve
The merger reserve was created following a rights issue and is considered distributable.
Other equity instruments
Other equity instruments is made up of the principal issuance amount net of issue costs of Additional
Tier 1 capital issued by the Company in October 2025 .
Share-based payments
Equity-settled schemes
The Company grants options under employee savings-related share option schemes (typically
referred to as Save As You Earn schemes (SAYE)) and makes awards under the Deferred Bonus Plan
(DBP), the Long Term Incentive Scheme (LTIS), the Restricted Share Plan (RSP) and the Company Share
Option Plan (CSOP). All of these schemes are equity settled.
The cost of providing options and awards to Group and Company employees is charged to the
income statement of the entity over the vesting period of the related options and awards. The
corresponding credit is made to a share-based payment reserve within equity. The grant by the
Company of options and awards over its equity instruments to the employees of subsidiary
undertakings is treated as an investment in the Company’s financial statements. The fair value of
employee services received, measured by reference to the fair value at the date of grant, is
recognised over the vesting period as an increase in investments in subsidiary undertakings, with a
corresponding adjustment to the share-based payment reserve within equity.
For LTIS schemes, performance conditions are based on share price, a risk underpin assessment
(which may include items such as relationships with key regulatory stakeholders, and the
demonstration of improved operational risk effectiveness and controls) and the overall assessment of
the Group’s performance by the Remunerations Committee. The fair value of awards is determined
using a Market-Based FV Adjustment method. The value of the charge is adjusted at each balance
sheet date to reflect lapses and expected or actual levels of vesting.
The cost of options and awards is based on their fair value. A binomial model is used for calculating
the fair value of SAYE options, which have no performance conditions attached, and the RSP for which
vesting is based on the discretion of the Remuneration Committee. No charge has been recognised for
the CSOP as it is linked to the RSP awards granted at the same time. Any gains made by an employee
in relation to the CSOP reduce the number of shares exercisable under the RSP award.
The value of the charge is adjusted at each balance sheet date to reflect lapses and expected or
actual levels of vesting, with a corresponding adjustment to the share-based payment reserve.
Cancellations by employees of contributions to the Group’s SAYE plans are treated as non-vesting
conditions and the Group recognises, in the year of cancellation, the amount of the expense that
would have otherwise been recognised over the remainder of the vesting period.
Modifications are assessed at the date of modification and any incremental charges are recognised
in the income statement.
A transfer is made from the share-based payment reserve to retained earnings when options and
awards vest, lapse or are cancelled. In respect of the SAYE options, the proceeds received, net of any
directly attributable transaction costs, are credited to share capital and share premium when the
options are exercised.
Taxation
The tax charge represents the sum of current and deferred tax.
Material accounting policy information continued
148 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Taxation continued
Current tax
Current tax is calculated based on taxable profit for the year using tax rates that have been enacted
or substantively enacted by the balance sheet date. Taxable profit differs from profit before taxation
as reported in the income statement because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantively
enacted by the balance sheet date and are expected to apply when the related deferred tax asset is
realised or the deferred tax liability is settled. Deferred tax is also provided on temporary differences
arising on investments in subsidiaries, except where the timing of the reversal of the temporary
difference is controlled by the Company and it is probable that the temporary difference will not
reverse in the future.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be
available against which the related temporary differences or carried forward tax losses can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a net basis.
Provisions for liabilities
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that the Group will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at the balance sheet date, taking into account the risks and uncertainties
surrounding the obligation. Where a provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present value of those cash flows (when the effect
of the time value of money is material).
Contingent liabilities
Contingent liabilities are possible obligations arising from past events whose existence will be
confirmed only by uncertain future events, or present obligations arising from past events that are
not recognised because either an outflow of economic benefits is not probable or the amount of the
obligation cannot be reliably measured. Contingent liabilities are not recognised in the balance sheet,
but information about them is disclosed unless the possibility of any economic outflow in relation to
settlement is remote.
Securitisations
The Group has two securitisations in issue. The Group holds an exposure to the performance of these
vehicles in the form of retained notes and has a contractual right to the variable returns of the vehicles.
The transfers of the beneficial interest of amounts receivable from customers to the securitisations are
not treated as sales by the Group and the assets not derecognised. The Group continues to recognise
these assets within its own balance sheet after as it retains substantially all the risks and rewards
through the receipt of interest income and deferred consideration from the securitisations for the
transfer of the beneficial interest.
The securitisations are fully consolidated into the Group accounts in accordance with IFRS 10.
Critical accounting judgements and key sources of estimation uncertainty
In applying the accounting policies set out above, the Group and Company make judgements (other
than those involving estimates) that have a significant impact on the amounts recognised and make
estimates and assumptions that affect the reported amounts of assets and liabilities.
The estimates and judgements are based on historical experience; actual results may differ from
these estimates.
In preparing the Group’s financial statements, the Group has considered the impact of the results
of our scenario analysis and climate-related risks on our financial performance, and while the effects
of climate change represent a source of uncertainty, there has not been a material impact on our
financial judgements and estimates due to the physical and transition climate-related risks in the
short to medium term.
Due to the impact of any estimates in relation to Goodwill no longer being considered material, it is
no longer included as a critical source of estimation uncertainty. Investment in subsidiaries is also no
longer considered to be a critical source of estimation uncertainty for the Company.
Amounts receivable from customers (note 14)
Group: £2,691.5m (2024: £2,153.7m)
Critical accounting judgements
The Group reviews amounts receivable from customers for impairment at each balance sheet date.
For the purposes of assessing the impairment, customers are categorised into IFRS 9 stages and
cohorts which are considered to be the most reliable indication of future payment performance.
The determination of expected credit losses involves complex modelling techniques and requires
management to apply significant judgements to calculate expected credit losses. The most critical
judgements are outlined below.
The determination of the Significant Increase in Credit Risk (SICR) thresholds to be used in the models
requires management judgement to optimise the performance and therefore effectiveness of the
staging methodology. Assessments are made to determine whether there is objective evidence of a
SICR, which indicates whether there has been an adverse effect on Probability of Default (PD). A SICR
for customers is when there has been a significant increase in behavioural score, other qualitaitve
triggers, or when one contractual monthly payment has been missed.
For the purpose of IFRS 9, default is assumed when three contractual repayments have been missed.
Material accounting policy information continued
149 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Critical accounting judgements and key sources of estimation uncertainty
continued
Amounts receivable from customers (note 14) continued
Group: £2,691.5m (2024: £2,153.7m) continued
Critical accounting judgements continued
The Group’s impairment models are subject to periodic monitoring, independent validation and back
testing performed on model components (where appropriate), including PD, EAD and LGD to ensure
management judgements remain appropriate.
Limitations in the Group’s impairment models or data inputs may be identified through the ongoing
assessment and validation of the output of the models. In these circumstances, management makes
appropriate adjustments to the Group’s allowance for impairment losses to ensure that the overall
provision adequately reflects all material credit risks. These adjustments are determined by considering
the particular attributes of exposures that have not been adequately captured by the impairment
models, and range from changes to model inputs and parameters, at account level, through to more
qualitative post-model overlays. Those changes applied to model inputs and parameters are deemed
to be in-model overlays; more qualitative changes that have a higher degree of management
judgement are deemed to be post-model overlays. All adjustments are reviewed quarterly and are
subject to internal review and challenge to ensure that amounts are appropriately calculated.
A breakdown of the in-model and post-model overlays is included within note 14.
Credit performance across the Group remains stable and internal analysis shows no obvious signs of
credit quality deterioration.
Macroeconomic impairment provision adjustments are recognised in the core model to reflect an
increased PD, based on future macroeconomic scenarios.
The macroeconomic models have been redeveloped in 2025. The models use the following variables:
hazard rate, debt to income ratio, real earnings and for Cards only real base rate.
Management judgement was required to determine the appropriate macroeconomic indicators to be used
in the model by assessing their correlation with credit losses incurred by the business. Unemployment, linked
to hazard rate and debt to income ratio are judged to be a key macroeconomic indicator as analysis has
clearly evidenced a correlation between these metrics and credit losses incurred by the business.
In 2024, a model overlay of £5.4m was recognised that looked at Credit Card write-off rates, utilising
data from a third party, Oxford Economics (OE). The OE model predicted industry level write-off rates
using a combination of interest rates on Credit Cards, unemployment rate, debt to income ratio
and a measure of macroeconomic volatility. The outputs from the OE model was calibrated to the
Company’s entry to default rate, which was in turn used to derive the scalars applied to the lifetime
Probability of Default model.
Key sources of estimation uncertainty
The level of impairment recognised is calculated using models that utilise historical payment
performance to generate the estimated amount and timing of future cash flows from each cohort of
customers in each arrears stage. The models are regularly monitored to ensure they retain sufficient
accuracy. Sensitivity analysis has been performed in note 14, which shows the impact of a 1%
movement of gross exposure into Stage 2 from Stage 1 on the allowance accounts.
Vehicle Finance Stage 3 review in 2024
During 2024, a review was undertaken of the Vehicle Finance Stage 3 assets. Vehicle Finance had
been exhibiting an ever-growing Stage 3 gross receivable balance, with a corresponding large and
increasing ECL provision being held. As part of that review, receivables eligible for a potential debt
sale were fully charged off, resulting in a post-charge-off asset (PCOA) being recognised. The
charge-off process led to a partial write-off, with a reduction in gross receivables of c.£261m and a
release of impairment provision of £237m. This resulted in a net charge of £24m, which was
recognised in the income statement within impairment charges.
Macroeconomic assumptions
The macroeconomic forecasts and scenarios used are provided by Oxford Economics. The base case,
upside, downside and severe scenarios are utilised in the model calculate a Multiple Economic
Scenario weighted ECL provision.
The table below shows the scenario five-year peak and average unemployment assumptions
adopted and the weightings applied to each.

Scenario for year ended 2025 | Base | Upside | Downside | Severe
Weighting | 60% | 20% | 15% | 5%
2026 | 5.0 | 4.6 | 5.8 | 6.0
2027 | 4.8 | 3.9 | 6.5 | 7.0
2028 | 4.5 | 3.6 | 6.9 | 7.4
2029 | 4.4 | 3.6 | 6.7 | 7.2
2030 | 4.2 | 3.6 | 6.4 | 6.9
Five-year peak | 5.1 | 4.8 | 6.9 | 7.4

Scenario for year ended 2024 | Base | Upside | Downside | Severe
Weighting | 60% | 15% | 20% | 5%
2025 | 4.4 | 4.0 | 5.0 | 5.5
2026 | 4.5 | 4.1 | 6.3 | 7.6
2027 | 4.5 | 4.2 | 5.9 | 7.9
2028 | 4.5 | 4.2 | 5.3 | 6.8
2029 | 4.5 | 4.2 | 5.1 | 6.4
Five-year peak | 4.5 | 4.3 | 6.5 | 8.3

The debt to income variables, across all scenarios, ranged from 12.5% at the start of 2026 to 13.7% at
the end of 2030 .
Material accounting policy information continued
150 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Critical accounting judgements and key sources of estimation uncertainty
continued
Amounts receivable from customers (note 14) continued
Group: £2,691.5m (2024: £2,153.7m) continued
Macroeconomic assumptions continued
The following table shows the scenario five-year peak and average expected entry to default rate
from the Oxford Economics model, used as an overlay in 2024.

Scenario for year ended 2024 | Base | Upside | Downside | Severe
Weighting | 60% | 15% | 20% | 5%
2025 | 1.14% | 1.08% | 1.19% | 1.20%
2026 | 1.15% | 0.96% | 1.32% | 1.37%
2027 | 1.15% | 0.90% | 1.41% | 1.48%
2028 | 1.13% | 0.88% | 1.44% | 1.50%
2029 | 1.12% | 0.88% | 1.42% | 1.48%
Five-year peak | 1.16% | 1.13% | 1.45% | 1.51%

Weightings applied to the macroeconomic assumptions were approved at the December 2025
Assumptions Committee meeting. Following review of the inputs into the newly implemented
macroeconomic model, the weightings were updated to increase the upside from 15% to 20%
with a corresponding reduction in the downside.
Sensitivity analysis has been performed on the weightings, which shows that applying a 100%
weighting to the severe scenario would increase the ECL provision by £18.5m.
Provision: Vehicle finance compensation (note 26): £3.0m (2024: £nil)
The FCA is consulting on an industry-wide scheme to compensate motor finance customers who were
treated unfairly between 2007 and 2024. The scheme would cover regulated motor finance agreements
taken out between 6 April 2007 and 1 November 2024 where commission was payable by the lender
to the broker.
The FCA has defined these as cases involving an undisclosed contractual tie and commission equal
to, or greater than, 50% of the total cost of credit and 22.5% of the loan.
For all other cases, the FCA proposes consumers are compensated the average of what the FCA
estimates the consumer has overpaid, or lost, and the commission paid, plus interest.
The FCA’s consultation outlines a presumption of unfairness for motor finance agreements between
6 April 2007 and 1 November 2024 where:
5 discretionary commission arrangements (DCAs) were used;
5 high commission (where the commission is equal to or greater than 35% of the total cost of credit
and 10% of the loan) was paid; and
5 there was an exclusive or tied broker-lender relationship.
The Group did not participate in DCAs, nor did it enter into any exclusive or tied broker-lender
relationships (from initial review). The Group would therefore not be in scope for these elements of the
proposed FCA motor finance compensation scheme.
Key sources of estimation uncertainty
Significant challenge is expected to the consultation; therefore, a number of scenarios have been
included in the provision calculation and these have been probability weighted to determine an
appropriate provision to recognised.
The estimated provision represents management’s best estimate of the potential redress based on
current information available and using a range of potential scenarios. The final calculation may vary
due to the need to perform a detailed calculation once the final outcome of the scheme is known.
If the scheme proposals and assumptions included in the consultation are to be fully implemented,
an additional liability of £4.0m may arise, primarily due to increased operating costs associated with
customer outreach.
The provision assessment also excludes any potential costs in relation to FOS referrals. At this stage it
is not possible to reliably determine the number of customers that would go to FOS or the approach
FOS will take in applying their fees.
Other accounting judgements
EIR on loans and advances to customers – interest free or promotional periods
In accordance with IFRS 9, interest income is recognised in the income statement using the EIR
method for loans and advances to customers, including throughout interest-free promotional periods
when these are offered to customers.
The EIR is determined on inception as management’s best estimate of future cash flows based on
historical information, where available, and considers the repayment activity and the retention of the
customer interest-free balance after the end of the promotional period. As such, the EIR method
introduces estimation uncertainty, which, if the actual cash flows differ from that estimate, could
result in an adjustment to the carrying value of the asset that reflects the value of interest recorded.
The Group’s best estimate of the future cash flows is a profile running off over a period of seven
years. The interest-free promotional period is the most sensitive element of the total EIR methodology.
As at 31 December 2025, the Group reported an EIR adjustment in relation to Credit Cards loans and
advances to customers in respect of interest-free periods and upfront fees of £10.0m (2024: £2.1m).
Material accounting policy information continued
151 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Other accounting judgements continued
Intangibles (note 20)
Group: £65.0m (2024: £61.5m)
All intangible assets have been reviewed for impairment under IAS 36.
Following the sale of the Personal Loans business in 1H25, the assets associated with that product
were reviewed for impairment and subsequently written off. A charge of £1.2m has therefore been
recognised within discontinued operations.
In 2024, the Credit Cards mobile app was written off in full following a decision to rebuild this
functionality using a more efficient design and build approach leading to an overall better customer
experience. This resulted in a cost of £8.5m being recognised in 1H24 results.
In addition, assets expected to be replaced by the Gateway platform in 2026 were reviewed – a
small number of these assets were written off, and the useful economic lives of other assets were
reassessed in light of their expected retirement by the Gateway platform. The impact of these in FY24
results was not material.
No impairment was recognised in continuing operations in FY25.
Provisions: Customer remediation complaints (note 26)
Over the past two years, the Group has experienced elevated levels of customer compensation claims
submitted by claims management companies (CMCs). The majority of these claims were speculative
in nature, largely driven by unmerited CMC activity, and related to a wide range of different matters
primarily related to aspects of the lending process, with no common theme or systemic issue identified.
While lending related complaints represented most cases through 2024 and into early 2025, changes
in CMC behaviour following the introduction of the new FOS charging structure led to a shift in the
overall mix. By the end of the year a greater proportion of complaints fell within BAU/service
categories in 2025. During 2024, the increase in costs and provision resulted from higher than
expected FOS fees for cases not upheld by us, which were or were expected to subsequently be
submitted to FOS for adjudication.
Since the change in the FOS fee charging structure from 1 April 2025, the Group has seen negligible
CMC referrals to the FOS. This element of the provision has therefore been reduced in the year.
The total cost to the Group of customer remediation costs, including resource and FOS fees, which
relate to a wide range of different matters, amounts to £26.6m in 2025 (2024: £47.4m), with FOS fees
reducing £24.8m to £6.4m.
A provision of £1.8m (2024: £7.4m) is held at the balance sheet date for: (i) customer compensation
claims received where compensation may be paid but that have not yet been assessed, upheld or
compensation amounts agreed (£1.1m) (2024: £5.1m); and (ii) expected FOS fees for future claims that
may be referred (£0.7m) (2024: £2.3m).
The provision is determined based on the complaints volume pipeline at the period end, estimated
uphold complaint rates, and average compensation amounts for each complaint type based on
historical data.
Material accounting policy information continued
152 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Financial and capital risk management
Financial risk management
The Group’s activities expose it to a variety of financial risks, which can be categorised as credit risk,
funding and liquidity risk, market risk and capital risk. The objective of the Group’s risk management
and internal control framework is to identify and assess the risks facing the Group and to minimise
the potential adverse effects of these risks on the Group’s financial performance. Financial risk
management is overseen by the Risk Committee with day-to-day management delegated to the
Credit Risk Committee (CRC) and Assets and Liabilities Committee (ALCO) both of which met 10 times
during 2025.
Further details of the risk management and internal control framework are described on pages 54
to 61.
(a) Credit risk
Credit risk is the risk that the Group will suffer loss in the event that a customer or counterparty fails
to meet their contractual financial obligations.
(i) Amounts receivable from customers
The Group’s maximum exposure to credit risk on amounts receivable from customers as at
31 December 2025 was £2,691.5m (2024: £2,153.7m).
The Risk Committee has delegated responsibility to the Credit Risk Committee (CRC) for day-to-day
credit risk management. The CRC is responsible for setting the Credit Risk Policy and ensuring that the
approach to lending is within sound risk and financial parameters and key metrics are reviewed to
ensure compliance with policy.
A customer’s risk profile and credit lines are evaluated at the point of application and, for revolving
limits, at various times during the agreement. Internally generated scorecards based on historical
payment patterns and other behavioural characteristics of customers are used to assess the
applicant’s potential default risk and their ability to manage a specific credit line. For new customers,
the scorecards incorporate data from the applicant and sourced from external credit bureaux.
Certain policy rules, including customer profile, proposed loan size and vehicle type (where applicable),
are also assessed in the decisioning process, as well as affordability checks to ensure that, at the time
of application, the loan repayments are affordable. For existing customer lending, the scorecards
also incorporate data on actual payment performance and product utilisation, together with data
sourced from an external credit bureaux each month to refresh a customer’s payment performance
position with other lenders. Credit lines can go up as well as down according to risk assessment.
Arrears management is conducted by way of a combination of letters, inbound and outbound
telephony, SMS, email and outsourced debt collection agency activities. Contact is made with the
customer to discuss the reasons for non-payment and specific strategies are employed to support
the customer in returning to a good standing and retaining use of the vehicle (where applicable).
These include appropriate forbearance arrangements, or where the contract has become
unsustainable for the customer, an appropriate exit strategy is implemented.
(ii) Counterparty risk
Counterparty credit risk arises as a result of cash deposits and collateral placed with banks, reserves
held with the Bank of England (BoE) and exposures to UK Government bonds (gilts).
The Group’s maximum exposure to credit risk on bank and Government counterparties as at
31 December 2025 was £1,078.6m (2024: £1,017.7m).
Counterparty credit risk is managed by the ALCO and is governed by a Wholesale Counterparty
Credit Risk Policy, which ensures that the Group’s exposures are to high-quality counterparties with
the level of permitted exposure to a counterparty firmly linked to the strength of its credit rating. In
addition, there is a maximum exposure limit for all institutions, regardless of credit rating. This is linked
to the Group’s regulatory capital base, in line with the Group’s regulatory reporting requirements on
large exposures to the PRA.
(b) Funding and liquidity risk
Funding and liquidity risk is the risk that the Group will have insufficient financial resources available
to fulfil its operational plans and/or to meet its financial obligations as they fall due.
The Funding Plan, Internal Liquidity Adequacy Assessment Process (ILAAP), Recovery Plan and
Solvent Exit Analysis are approved by the Board with day-to-day management delegated to the
Treasury function, who discharges and informs the decision-making through the ALCO. The ALCO is
responsible for approving the Funding and Liquidity Risk Policy and monitoring funding and liquidity
risk metrics against limits set by the Board, including the Group’s ability to meeting regulatory
requirements, to ensure that the Group is able to continue to fund the growth of the business and
meet retail deposit and wholesale funding outflows.
The Group and Vanquis Bank are PRA-regulated institutions. They are required to maintain a liquid
asset portfolio of high-quality liquid assets (HQLA), a Liquid Asset Buffer (LAB) and other liquid
resources, determined by daily stress tests detailed in the Group and Bank ILAAP. The ILAAP
determines the liquid resources that must be maintained by the Group to meet the Overall Liquidity
Adequacy Rule (OLAR) and to ensure that it can meet its liabilities as they fall due.
Both the Group and Vanquis Bank are required to meet the liquidity coverage ratio (LCR). The LCR
requires institutions to hold a buffer of HQLA to meet net liquidity outflows during a 30-day period.
The Group and Vanquis Bank have developed systems and controls to monitor the LCR and report to
the PRA. As at 31 December 2025, the Group, on a consolidated basis, and Vanquis Bank, on an
individual basis, had an LCR of 306% (2024: 359%) and 271% (2024: 338%) respectively.
153 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Financial risk management continued
(b) Funding and liquidity risk continued
As at 31 December 2025, the liquid asset portfolio, comprised of cash at the Bank of England and
investment securities (gilts), amounted to £1,001.2m (2024: £948.7m). HQLA have been in significant
surplus to the minimum regulatory requirements throughout 2025.
Whilst the Group has diversified its liquid assets to comprise reserves held with the Bank of England
and gilts, it continues to be significantly funded by its retail deposits, at 89.7% (December 2024: 92%)
of total funding, of which its offering has been diversified further to include Easy Access accounts as
well fixed-term.
Balances with central banks are immediately available, while investment securities can be readily
monetised, including by use of Bank of England liquidity facilities.
A maturity analysis of the undiscounted contractual cash flows of the Group’s financial liabilities is
shown below:
Financial liabilities

| Repayable |  |  |  | Over 5 |
| on demand | <1 year | 1–2 years | 2–5 years | years | Total
2025 – Group | £m | £m | £m | £m | £m | £m
Retail deposits | 530.7 | 1,929.6 | 494.3 | 132.0 | — | 3,086.6
Bank and other borrowings: |  |  |  |  |  |
– bank facilities | 0.9 | — | — | — | — | 0.9
– securitisation | — | 82.8 | 129.9 | — | — | 212.7
– Tier 2 capital | — | 12.6 | 12.6 | 37.7 | 157.3 | 220.2
Total bank and other borrowings | 0.9 | 95.4 | 142.5 | 37.7 | 157.3 | 433.8
Trade and other payables | — | 45.1 | — | — | — | 45.1
Lease liabilities | — | 5.0 | 6.3 | 8.7 | 3.2 | 23.2
Derivative financial |  |  |  |  |  |
instruments | — | 0.5 | 1.5 | 0.7 | (0.1) | 2.6
Total | 531.6 | 2,075.6 | 644.6 | 179.1 | 160.4 | 3,591.3

| Repayable |  |  |  | Over 5 |
| on demand | <1 year | 1–2 years | 2–5 years | years | Total
2024 – Group | £m | £m | £m | £m | £m | £m
Retail deposits | 780.9 | 1,165.2 | 414.6 | 144.2 | — | 2,504.9
Bank and other borrowings: |  |  |  |  |  |
– bank facilities | 1.1 | — | — | — | — | 1.1
– securitisation | — | 11.2 | 78.6 | 127.2 | — | 217.0
– Tier 2 capital | — | 17.8 | 17.8 | 53.3 | 244.4 | 333.3
– central bank facilities | — | 5.1 | — | — | — | 5.1
Total bank and other borrowings | 1.1 | 34.1 | 96.4 | 180.5 | 244.4 | 556.5
Trade and other payables | — | 41.0 | — | — | — | 41.0
Lease liabilities | — | 12.5 | 4.5 | 9.2 | 9.0 | 35.2
Derivative financial |  |  |  |  |  |
instruments | — | 5.8 | (0.7) | 0.1 | — | 5.2
Total | 782.0 | 1,258.6 | 514.8 | 334.0 | 253.4 | 3,142.8

The unutilised Credit Card commitments are included in note 14.

| Repayable |  |  |  | Over 5 |
| on demand | <1 year | 1–2 years | 2–5 years | years | Total
2025 – Company | £m | £m | £m | £m | £m | £m
Bank and other borrowings: |  |  |  |  |  |
– Tier 2 capital | — | 12.6 | 12.6 | 37.7 | 157.3 | 220.2
Trade and other payables | — | 13.0 | — | — | — | 13.0
Derivative financial |  |  |  |  |  |
instruments | — | (2.2) | (0.6) | — | — | (2.8)
Total | — | 23.4 | 12.0 | 37.7 | 157.3 | 230.4

| Repayable |  |  |  | Over 5 |
| on demand | <1 year | 1–2 years | 2–5 years | years | Total
2024 – Company | £m | £m | £m | £m | £m | £m
Bank and other borrowings: |  |  |  |  |  |
– Tier 2 capital | — | 17.8 | 17.8 | 53.3 | 244.4 | 333.3
Trade and other payables | — | 18.0 | — | — | — | 18.0
Lease liabilities | — | 4.7 | 0.8 | 2.4 | 4.8 | 12.7
Derivative financial |  |  |  |  |  |
instruments | — | 5.8 | (0.5) | 0.1 | — | 5.4
Total | — | 46.3 | 18.1 | 55.8 | 249.2 | 369.4

Financial and capital risk management continued
154 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Financial risk management continued
(c) Market risk
Market risk is the risk of financial loss associated with adverse changes in the value of assets and
liabilities held by the Group due to movements in market factors such as foreign exchange risk,
interest rates (duration risk), customer behaviour (optionality risk) and the movement in rate spreads
across types of assets or liabilities (basis risk and credit spread risk).
The Group does not have a trading book and therefore is only exposed to non-traded market risk.
Market risk principally arises through Interest Rate Risk in the Banking Book (IRRBB) and the
management of assets to support liquidity requirements, including Credit Spread Risk in the Banking
Book (CSRBB). It comprises the sensitivity of the current and future net interest income and economic
value to movements in market interest rates. The major contributors to interest rate risk are:
5 the mismatch, or duration, between repricing dates of interest-bearing assets and liabilities;
5 basis risk or assets and liabilities repricing to different reference rates, for example, customer
asset and liability products repricing against BoE base rate and Sterling Overnight Index Average
(SONIA); and
5 customer optionality, for example the right to repay borrowing in advance of contractual
maturity dates.
Interest rate risk
Interest rate risk is the risk of potential loss through unhedged or mismatched asset and liability
positions that are sensitive to changes in interest rates. Primarily, the Group is at risk of a change in
external interest rates, which leads to an increase in the Group’s cost of borrowing without an
offsetting increase in revenue. The Group’s exposure to foreign exchange risk is de minimis.
Day-to-day management of market risk is delegated to the Treasury function, who discharges and
informs the decision-making through the ALCO. The ALCO is responsible for approving the Market Risk
Policy and monitoring the interest rate risk position, including the risk appetite metrics set for both
earnings at risk (EaR), market value sensitivity (MVS), economic value of equity and basis risk.
Treasury seeks to limit its net exposure to changes in interest rates. This is achieved through a
combination of diversified funding sources, including issuing fixed-rate debt and using derivative
financial instruments, such as interest rate swaps, to manage its exposures within approved limits.
Derivative financial instruments are not used for speculative purposes. The Group elects to apply fair
value hedge accounting for the majority of its risk management activity that uses derivatives.
The Group’s risk management and internal control framework for IRRBB continues to evolve in line
with updates in regulatory guidance on methods expected to be used by banks to measure, manage,
monitor and control such risks.
The Group measures market risks through a combination of economic value and earnings-based measures:
5 economic value (EV) – a range of parallel and non-parallel interest rate stresses are applied to
assess the change in market value from assets, liabilities and off-balance sheet items repricing at
different times; and
5 net interest income (NII) – impact on earnings from a range of interest rate stresses.
The Group monitors these measures on at least a monthly basis, which were as follows at 31 December:

| 2025 | 2024
| £m | £m
Economic value sensitivity |  |
+200bps parallel shift in yield curve | (2.1) | 0.7
-200bps parallel shift in yield curve | 10.7 | 8.2
Net interest income sensitivity (over 12-month period) |  |
+100bps parallel shift in yield curve | (1.2) | 1.1
-100bps parallel shift in yield curve | 3.8 | 1.6

Exposures to structured entities
At 31 December 2025, the Group has in issue two securitisations to diversify its sources of funding.
As at the end of 2025, the Group has securitised a total £796.7m of receivables (2024: £839.1m), in
exchange for receiving £200.0m (2024: £200.0m) of funding from external sources, including £480.2m
of receivables in a wholly retained securitisation which is pledged as collateral with the BoE to
provide access to the Sterling Monetary Framework.
The Group holds an exposure to the performance of these vehicles in the form of retained notes and
has a contractual right to the variable returns of the vehicles. This risk is limited to the performance of
the underlying assets, which have not been derecognised in the financial statements. The Group has
no exposure to other contractual risks associated with the vehicles; no additional credit
enhancements have been provided beyond the exposure created by the retained notes.

| 2025 |  | 2024 |
| Receivables | Notes in | Receivables | Notes in
| secured | issue | secured | issue
Vehicle | £m | £m | £m | £m
Oban Cards 2021-1 Holdings Limited | 480.2 | 453.1 | 518.2 | 453.1
Moneybarn Financing Limited | 316.5 | 316.5 | 320.9 | 320.9

(d) Capital risk
To support the delivery of the Group’s purpose, the Group operates a financial model that is founded
on investing in customer-led businesses offering attractive returns, which aligns an appropriate
capital structure focused on optimising shareholder value, in a safe and sustainable manner. The
Group’s objective in respect of capital risk management is to maintain an efficient and secure capital
structure and adequate buffer over the regulatory capital requirements set by the PRA .
Financial and capital risk management continued
155 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
The following table reconciles the Group’s equity to the regulatory capital resources for the Group.

| 2025 | 2024
Regulatory capital (unaudited) | £m | £m
Total equity | 487.3 | 441.2
Retirement benefit asset | (6.4) | (27.8)
Deferred tax on retirement benefit asset | 1.6 | 7.0
Goodwill | (1.2) | (1.2)
Intangible assets | (65.0) | (61.5)
Deferred tax on intangible asset | 4.5 | 4.9
Deferred tax assets not arising from temporary differences | (20.1) | (18.3)
Other financial instruments | (58.6) | —
Foreseeable distributions on other financial instruments | (0.8) | —
Common Equity Tier 1 capital | 341.3 | 344.3
Additional Tier 1 capital | 58.6 | —
Tier 1 capital | 399.9 | 344.3
Tier 2 capital | 141.5 | 200.0
Total regulatory capital | 541.4 | 544.3
Risk-weighted exposures | 2,073.5 | 1,834.8
CET1 ratio | 16.5% | 18.8%
Total capital ratio | 26.1% | 29.7%

As part of the supervision by the PRA, the Group, consistent with other regulated financial institutions,
is required to make annual Pillar 3 disclosures, which complement Basel’s Pillar 1 and Pillar 2
frameworks. These disclosures set out information on the Group’s regulatory capital, risk exposures
and risk management processes. Pillar 3 disclosures for the Group, for the year ended 31 December
2025, are published as a separate document and are available on the Group’s website.
Financial risk management continued
(d) Capital risk continued
The Group’s Capital Risk Policy helps to ensure capital resources are sufficient to support planned
levels of growth. It also sets out the framework in which the Group aims to maintain a secure funding
and capital structure and establishes defined capital risk appetite. Adherence to the policy ensures
that the Group maintains minimum capital levels and the capital held at business levels is adequate
to support underlying requirements and growth in that business. Internal capital is allocated to
business lines and risk categories, calibrated to maximise return on equity while remaining within the
risk appetite. The distribution of dividends is aligned with the Group’s growth targets, whilst continuing
to meet the required capital levels in line with regulatory requirements and internal risk appetite.
The Group is subject to supervision by the PRA on a consolidated basis, as a group containing an
authorised bank. For regulatory purposes, the Company is designated as a CRR consolidation entity,
as defined by the PRA rulebook. As part of this supervision, the regulator will issue a total capital
requirement (TCR) setting the amount of regulatory capital which the Group is required to hold at all
times, in order to safeguard depositors from loss in the event of severe losses being incurred by the
Group. The minimum regulatory capital requirement imposed by the PRA on firms is the sum of the
TCR, the combined Capital Requirements Directive (CRD) buffer requirements as applicable and the
PRA buffer requirements as applicable. This requirement is set in accordance with the international
Basel 3 rules, issued by the Basel Committee on Banking Supervision (BCBS), which, following the
implementation of the Financial Services Act 2021 on 1 January 2022, are implemented through the
PRA rulebook.
Regulatory capital is monitored by the Board, the Risk Committee and ALCO. The Group regularly
forecasts regulatory capital requirements as part of its budgeting and strategic planning process
and the Company and the Group are required to report quarterly to the PRA on their level of
regulatory capital.
The minimum amount of regulatory capital held by the Group and Vanquis Bank Limited represents
the higher of the imposed requirement and their respective internal assessments of minimum capital
requirements based upon an assessment of risks facing the Group. As required by the PRA, under the
Basel III regulatory framework, the Company undertakes an Internal Capital Adequacy Assessment
Process (ICAAP). This considers all risks facing the business, including credit, operational, counterparty,
conduct, pension and market risks, and assesses the capital requirement for such risks in the event
of downside stresses should such requirement exceed that set out under the Pillar 1 framework.
The ICAAP is approved by the Risk Committee and the Board.
The Group complied with its externally imposed capital requirements during the current and prior year.
Financial and capital risk management continued
156 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
The impact of the 2024 Vehicle Finance receivables review, affecting both income and impairment,
has remained within the Vehicle Finance segment.

|  |  | 2025 |  |
|  |  | Second |  |
| Credit | Vehicle | Charge | Corporate |
| Cards | Finance | Mortgages | Centre | Total
| £m | £m | £m | £m | £m
Interest income | 370.8 | 123.9 | 28.4 | 44.1 | 567.2
Interest expense | (51.6) | (28.2) | (17.8) | (51.2) | (148.8)
Net interest income | 319.2 | 95.7 | 10.6 | (7.1) | 418.4
Fee and commission income | 35.6 | — | 1.0 | 1.7 | 38.3
Fee and commission expense | (2.3) | — | — | (0.2) | (2.5)
Net fee and commission income | 33.3 | — | 1.0 | 1.5 | 35.8
Other income | — | — | — | 0.7 | 0.7
Total income | 352.5 | 95.7 | 11.6 | (4.9) | 454.9
Impairment charges | (139.6) | (41.5) | (0.7) | 0.7 | (181.1)
Risk-adjusted income | 212.9 | 54.2 | 10.9 | (4.2) | 273.8
Operating costs | (174.7) | (66.9) | (5.5) | (18.4) | (265.5)
Statutory profit/(loss) before taxation |  |  |  |  |
from continuing operations | 38.2 | (12.7) | 5.4 | (22.6) | 8.3
Taxation |  |  |  |  | (0.3)
Statutory profit after taxation from continuing operations |  |  |  |  | 8.0
Statutory profit after taxation from discontinued operations |  |  |  |  | 0.7
Statutory profit after taxation |  |  |  |  | 8.7

1 Segment reporting
IFRS 8 requires segment reporting to be based on the internal financial information reported to the
chief operating decision maker. The Group’s chief operating decision maker is deemed to be the
Group ExCo, whose primary responsibility is to support the CEO in managing the Group’s day-to-day
operations and analyse trading performance. The Group’s segments are set out below, which are the
segments reported in the Group’s management accounts used by the Group ExCo as the primary
means for analysing trading performance. The Group ExCo assesses profit performance using profit
before tax measured on a basis consistent with the disclosure in the Group financial statements.
During 1H25 the Group reviewed and reallocated interest income, interest expense and costs to
different product segments as reported under IFRS 8. As a result, all previous periods have been
represented onto a consistent basis. These changes do not constitute a change in accounting policy
and there is no impact on recognition, measurement or profit and loss in any period presented in this
report. This representation is a further step in Vanquis’ ongoing commitment to enhance disclosures
and to provide a more transparent reporting of the Group’s continuing operations by product.
Following the sale of the Personal Loans business, the Group now comprises four segments: the three
core lending products – Credit Cards, Vehicle Finance, and Second Charge Mortgages – and the
Corporate Centre. The Corporate Centre includes the residual performance of the Retail Savings
business, Treasury results after product allocations, Snoop, and other immaterial or central items.
To more accurately reflect the interest income and funding costs of each lending product, the Group
updated the following:
5 Interest income from non-product Treasury items has been moved from Credit Cards to the
Corporate Centre.
5 Interest expense to better represent the cost of funding across products using funds transfer
pricing, allowing for duration matching of assets and natural hedging across exposures. Interest
expense related to Tier 2 capital, previously reported entirely within the Corporate Centre, has
been partially reallocated to individual products and the cost of the Vehicle Finance
securitisation, previously allocated solely to Vehicle Finance, has been spread across all products,
reflecting shared benefit from the funding structure.
5 Operating costs that were not directly attributable to a product and previously held in the
Corporate Centre have been reallocated, based on either business size using a blended average
of credit risk-weighted assets (RWAs), to reflect capital consumption, or total income, to reflect
revenue contribution or service usage.
The Group has transitioned to reporting solely on a statutory basis. This follows actions taken in 2024
that resulted in a cleaner, lower-risk balance sheet and improved transparency at both Group and
product levels. Adjusted performance is now expected to closely align with statutory results.
Accordingly, the 2024 income statement and key metrics have been represented on a statutory basis,
removing adjustments for goodwill write-offs, transformation and other exceptional costs, and
amortisation of acquisition intangibles. The 2024 adjusting items, comprising the goodwill write-off,
transformation and other exceptional costs, and amortisation of acquisition intangibles, in addition to
other one-off cost items, have remained within the Corporate Centre.
Notes to the financial statements
157 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
1 Segment reporting continued

|  |  | 2024 1 |  |
|  |  | Second |  |
| Credit | Vehicle | Charge | Corporate |
| Cards | Finance | Mortgages | Centre | Total
| £m | £m | £m | £m | £m
Interest income | 365.7 | 133.1 | 4.8 | 46.3 | 549.9
Interest expense | (53.2) | (31.4) | (3.4) | (54.0) | (142.0)
Net interest income | 312.5 | 101.7 | 1.4 | (7.7) | 407.9
Fee and commission income | 36.7 | — | — | 1.6 | 38.3
Fee and commission expense | (1.7) | — | — | (0.2) | (1.9)
Net fee and commission income | 35.0 | — | — | 1.4 | 36.4
Other income | — | — | — | 2.1 | 2.1
Total income | 347.5 | 101.7 | 1.4 | (4.2) | 446.4
Impairment charges | (123.9) | (60.4) | (0.2) | (0.8) | (185.3)
Risk-adjusted income | 223.6 | 41.3 | 1.2 | (5.0) | 261.1
Operating costs | (193.5) | (80.1) | (0.6) | (124.9) | (399.1)
Statutory profit/(loss) before taxation |  |  |  |  |
from continuing operations | 30.1 | (38.8) | 0.6 | (129.9) | (138.0)
Taxation |  |  |  |  | 17.4
Statutory loss after taxation from continuing operations |  |  |  |  | (120.6)
Statutory profit after taxation from discontinued operations |  |  |  |  | 1.3
Statutory loss after taxation |  |  |  |  | (119.3)

1 Refer to material accounting policy information for detail of the representation.
Revenue between business segments is not material.

|  | Segment assets |  | Segment liabilities |  | Net assets/(liabilities)
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Group | £m | £m | £m | £m | £m | £m
Credit Cards, Personal Loans and Second Charge Mortgages | 3,165.4 | 2,514.8 | (2,727.4) | (2,161.8) | 438.0 | 353.0
Vehicle Finance | 728.8 | 775.5 | (615.4) | (646.4) | 113.4 | 129.1
Corporate Centre | (41.2) | (2.6) | (22.9) | (38.3) | (64.1) | (40.9)
Total before intra-group elimination | 3,853.0 | 3,287.7 | (3,365.7) | (2,846.5) | 487.3 | 441.2
Intra-group elimination | 88.7 | 87.6 | (88.7) | (87.6) | — | —
Total Group | 3,941.7 | 3,375.3 | (3,454.4) | (2,934.1) | 487.3 | 441.2

The presentation of segment net assets reflects the statutory assets, liabilities and net assets of each
of the Group’s divisions. This results in an intra-group elimination reflecting the difference between the
central intercompany funding provided to the divisions and the external funding raised centrally.
Credit Cards, Personal Loans and Second Charge Mortgages are recognised within Vanquis Bank
Limited and are therefore combined for balance sheet reporting purposes.
The Group’s businesses operate principally in the UK.

|  | Capital expenditure | Depreciation |  | Amortisation |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Group | £m | £m | £m | £m | £m | £m
Credit Cards, Personal Loans and Second Charge Mortgages | 16.0 | 12.7 | 1.7 | 1.4 | 8.7 | 8.2
Vehicle Finance | — | 0.8 | 0.2 | 0.9 | — | 0.1
Corporate Centre | 2.5 | 1.2 | 0.2 | 0.6 | 1.8 | 8.6
Total Group | 18.5 | 14.7 | 2.1 | 2.9 | 10.5 | 16.9

Capital expenditure comprises expenditure on intangible assets of £15.2m (2024: £12.5m) and
property, plant and equipment of £3.3m (2024: £2.2m).
2 Discontinued operations
The Group sold its Personal Loans portfolio in March 2025 and in accordance with IFRS 5 Non-current
Assets Held for Sale and Discontinued Operations, this business segment is presented as discontinued
operations. The results from discontinued operations, which are included in the Group income
statement, are set out below.

| Group |
| 2025 | 2024
| £m | £m
Interest income | 1.4 | 15.5
Interest expense | (0.3) | (3.4)
Net interest income | 1.1 | 12.1
Fee and commission income | — | —
Fee and commission expense | — | —
Net fee and commission income | — | —
Other income | — | —
Total income | 1.1 | 12.1
Impairment credit/(charges) | 3.1 | (5.7)
Risk-adjusted income | 4.2 | 6.4
Operating costs | (3.3) | (4.7)
Statutory profit before taxation | 0.9 | 1.7
Tax charge | (0.2) | (0.4)
Statutory profit after taxation | 0.7 | 1.3

158 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
2 Discontinued operations continued
Following the Group’s strategy update in March 2024, management announced that the Personal
Loans business was under review and the loan portfolio was placed into run off. The Group
completed the sale of the Personal Loans portfolio in March 2025. On completion, the net receivables
disposed of totalled £34.8m, and the Company received net consideration of £37.8m.
A gain on disposal of £0.5m has been recognised, reflecting the difference between the consideration
received, the carrying amount of the net assets derecognised and disposal costs of £2.5m, including
a write down of associated intangible assets of £1.2m. The gain is presented within impairment
credits, partly offset by operating costs in the income statement for discontinued operations.
Cash generated from operations includes £9.1m (2024: £60.4m) from discontinued operations,
reflecting net cash generated from customer receivables and associated costs, and £37.8m of
consideration received on completion of the sale of the Personal Loans portfolio in March 2025.
There were no investing or financing cash flows relating to discontinued operations.
3 Interest income

| Group |
| 2025 | 2024 1
Interest receivable from: | £m | £m
Customer receivables (note 14) | 523.0 | 502.8
Cash balances held on deposit and other (note 12) | 37.9 | 44.8
Investment securities (note 13) | 5.8 | —
Net fair value gains on derivative financial instruments (note 23) | 0.5 | 2.3
Total income from continuing operations | 567.2 | 549.9
Total income from discontinued operations | 1.4 | 15.5
Total interest income | 568.6 | 565.4

1 Refer to material accounting policy information for detail of the representation.
Interest income from; (i) Credit Cards and Second Charge Mortgage customer receivables; (ii) cash
balances held on deposit and other; (iii) investment securities income; and (iv) income from
discontinued operations is calculated using the EIR method.
Interest income from Credit Cards and Second Charge Mortgage customer receivables is recognised
by applying the effective interest rate (EIR) to the carrying value of a loan. The EIR is calculated at
inception and represents the rate that exactly discounts the future contractual cash receipts from a
loan to the amount of cash advanced under that loan, plus directly attributable issue costs (e.g.
aggregator/broker fees).
Vehicle Finance interest income from customer receivables of £123.9m (2024: £133.1m) is recognised in
line with IFRS 16.
4 Interest expense

| Group |
| 2025 | 2024
Interest payable on: | £m | £m
Retail deposits | 115.6 | 97.5
Tier 2 | 19.1 | 21.0
Securitisation | 12.5 | 14.3
Bank of England facility | 0.9 | 6.2
Lease liabilities finance costs | 0.7 | 3.0
Total interest expense from continuing operations | 148.8 | 142.0
Total interest expense from discontinued operations | 0.3 | 3.4
Total interest expense | 149.1 | 145.4

5 Net fee and commission income
Fee income is recognised at the time the charges are made to the customer on the basis the
performance obligation is complete.

| Group |
| 2025 | 2024
| £m | £m
Fee and commission income | 38.3 | 38.3
Fee and commission expense | (2.5) | (1.9)
Net fee and commission income | 35.8 | 36.4

Fee income predominantly relates to Credit Cards and reflects default and overlimit fees as well as
other ancillary income streams and interchange income.
159 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
6 Profit before taxation

| Group |
| 2025 | 2024 1
Profit before taxation is stated after charging/(crediting): | £m | £m
Amortisation of other intangible assets: |  |
– computer software (note 20) | 9.1 | 9.3
– acquisition intangibles (note 20) | 1.3 | 6.2
Depreciation of property, plant and equipment (note 17) | 2.1 | 2.9
Loss on disposal of property, plant and equipment (note 17) | 0.3 | 0.3
Loss on disposal of intangibles (note 20) | — | —
Depreciation of right of use assets (note 18) | 4.3 | 4.6
Impairment of right of use assets (note 18) | — | 3.5
Lease liability finance costs (note 4) | 0.7 | 3.0
Impairment of amounts receivable from customers (note 14) | 181.8 | 184.1
Employment costs (note 11 (b)) | 119.7 | 121.7

1 Refer to material accounting policy information for detail of the representation.
All of the above activities relate to continuing activities.

| Group |
| 2025 | 2024
Auditor’s remuneration | £m | £m
Fees payable to the Company’s auditor for the audit of Company and consolidated financial statements | 0.4 | 0.5
Fees payable to the Company’s auditor and its associates for other services: |  |
– audit of Company’s subsidiaries pursuant to legislation | 2.0 | 1.8
– other non-audit services | 0.4 | 0.4
Total auditor’s remuneration | 2.8 | 2.7

7 Tax

| 2025 | 2024
Tax (charge)/credit in the income statement | £m | £m
Continuing operations: |  |
Current tax – UK | 0.2 | 3.7
Deferred tax (note 24) – UK | (0.5) | 13.7
Total tax (charge)/credit in relation to continuing operations | (0.3) | 17.4
Discontinued operations: |  |
Current tax – UK | (0.2) | (0.4)
Deferred tax (note 24) – UK | — | —
Total tax charge in relation to discontinued operations | (0.2) | (0.4)
Total tax (charge)/credit | (0.5) | 17.0

1 Refer to material accounting policy information for detail of the representation.

|  | 2025 |  |  | 2024 |
| Continuing | Discontinued |  | Continuing | Discontinued |
| operations | operations | Total | operations | operations | Total
| £m | £m | £m | £m | £m | £m
Profit/(loss) on ordinary |  |  |  |  |  |
activities before tax | 8.3 | 0.9 | 9.2 | (138.0) | 1.7 | (136.3)
Profit/(loss) before tax |  |  |  |  |  |
multiplied by standard rate |  |  |  |  |  |
of corporation tax in the UK |  |  |  |  |  |
of 25% | (2.1) | (0.2) | (2.3) | 34.5 | (0.4) | 34.1
Effect of: |  |  |  |  |  |
– impairment of deferred |  |  |  |  |  |
tax assets (note (a)) | 0.8 | — | 0.8 | (0.3) | — | (0.3)
– adjustments in respect |  |  |  |  |  |
of prior years (note (b)) | 0.3 | — | 0.3 | 1.3 | — | 1.3
– amounts recognised in equity (note (c)) | 0.5 | — | 0.5 | — | — | —
– non-taxable income |  |  |  |  |  |
(note (d)) | 0.5 | — | 0.5 | — | — | —
– non-deductible general |  |  |  |  |  |
expenses (note (e)) | (0.3) | — | (0.3) | (18.4) | — | (18.4)
– benefit of capital losses |  |  |  |  |  |
(note (f)) | — | — | — | 1.1 | — | 1.1
– non-deductible asset |  |  |  |  |  |
write-off (note (g)) | — | — | — | (0.8) | — | (0.8)
Total tax (charge)/credit | (0.3) | (0.2) | (0.5) | 17.4 | (0.4) | 17.0

1 Refer to material accounting policy information for detail of the representation.
(a) Impairment of deferred tax assets
In 2024, the tax charge in respect of the impairment of deferred tax assets of £0.3m related to share
scheme awards where future deductions were expected to be lower than previously anticipated and
other deferred tax assets that were not recognised. In 2025, the tax credit of £0.8m relates to the
reversal of previous impairments of deferred tax assets in respect of share scheme awards where
future deductions are now expected to be greater than previously anticipated.
(b) Adjustment in respect of prior years
In 2025, the tax credit of £0.3m (2024: tax credit of £1.3m) in respect of prior years comprises (a) a tax
charge of £0.8m due to a lower share price on vesting of share awards than originally anticipated,
net of (b) a tax credit of £1.1m relating to non-taxable releases of unpresented cheque accruals in
respect of the Repayment Option Plan remediation programme for which tax deductions were
previously not available due to the application of the bank compensation provisions.
160 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
8 Earnings/(loss) per share
Basic earnings/(loss) per share EPS/(LPS) is calculated by dividing the profit/(loss) for the year
attributable to equity shareholders by the weighted average number of ordinary shares outstanding
during the year less the number of shares held by the Employee Benefit Trust, which are used to
satisfy the Group’s share awards. Diluted EPS/(LPS) calculates the effect on EPS/(LPS) assuming
conversion of all dilutive potential ordinary shares. Dilutive potential ordinary shares are calculated
as follows:
(i) For share awards outstanding under performance-related share incentive schemes such as the
Deferred Bonus Plan (DBP), the Long Term Incentive Scheme (LTIS), the Restricted Share Plan (RSP)
and the Company Share Option Plan (CSOP), the number of dilutive potential ordinary shares is
calculated based on the number of shares that would be issuable if: (i) the end of the reporting
period is assumed to be the end of the schemes’ performance period; and (ii) the performance
targets have been met as at that date.
(ii) For share options outstanding under non-performance-related schemes such as the Save As You
Earn scheme (SAYE), a calculation is performed to determine the number of shares that could
have been acquired at fair value (determined as the average annual market share price of the
Company’s shares) based on the monetary value of the subscription rights attached to outstanding
share options. The number of shares calculated is compared with the number of share options
outstanding, with the difference being the dilutive potential ordinary shares.
Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary
shares would decrease earnings per share or increase loss per share.
7 Tax continued
(b) Adjustment in respect of prior years continued
In 2024, the tax credit of £1.3m in respect of prior years comprises: (a) a £0.9m reinstatement of
deferred tax assets in respect of tax losses of discontinued operations previously written off that
have now been used to shelter prior year tax liabilities; (b) a £0.8m tax credit from claiming capital
allowances super deductions in prior years; (c) a tax charge of £0.8m due to lower tax deductions
in respect of share scheme awards as a result of a lower than anticipated share price on vesting;
and (d) a tax credit of £0.4m related to the finalisation of tax liabilities for prior periods.
(c) Amounts recognised in equity
The tax credit of £0.5m (2024: £nil) in respect of amounts recognised in equity represents the tax
benefit of interest on the AT1 notes and associated issue costs that have been recognised in equity
but that are deductible for tax purposes.
(d) Non-taxable income
The tax credit of £0.5m (2024: £nil) relates to non-taxable releases of unpresented cheque accruals
in respect of the Repayment Option Plan remediation programme for which tax deductions were
previously not available due to the application of the bank compensation provisions.
(e) Non-deductible general expenses
In 2025, these relate primarily to depreciation of assets that do not qualify for capital allowances
and other non-deductible costs. In 2024, they primarily relate to the write-off of goodwill on
consolidation and the adjustment to the consideration in respect of the acquisition of Snoop,
neither of which are deductible for tax purposes.
(f) Benefit of capital losses
The conversion and subsequent sale in 2024 of a further tranche of the preferred stock in Visa Inc
gave rise to capital gains, which were significantly offset by brought-forward capital losses in respect
of which a deferred tax asset was not previously recognised. This gave rise to a beneficial impact
on the tax charge in 2024 of £1.1m.
(g) Non-deductible asset write-offs
In 2024, a tax charge of £0.8m arose in respect of some of the write-offs of various assets and
legacy balance sheet items which are non-deductible for tax purposes.
The tax credit on items taken directly to other comprehensive income is as follows:

| Group |
| 2025 | 2024
| £m | £m
Deferred tax credit on actuarial movements on retirement benefit asset | 5.5 | 2.9
Total tax credit on items taken directly to other comprehensive income | 5.5 | 2.9

161 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
10 Directors’ remuneration
The remuneration of the directors, who are the key management personnel of the Group, is set out
below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

|  | Group and Company
| 2025 | 2024
| £m | £m
Salary and other benefits | 2.7 | 2.4
Share-based payment charge | 1.2 | 1.0
Total directors’ remuneration | 3.9 | 3.4

Salary and other benefits comprise salary/fees, bonus, benefits earned in the year and pension
salary supplements for executive directors.
The share-based payment charge reflects the expected vesting of the Group’s share-based incentives.
11 Employee information
(a) Average monthly number of employees in the Group

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Full time | 1,151 | 1,248 | 107 | 162
Part time | 128 | 127 | 11 | 11
Total | 1,279 | 1,375 | 118 | 173

(b) Employment costs

| Group |  | Company |
| 2025 | 2024 1 | 2025 | 2024 1
| £m | £m | £m | £m
Aggregate gross wages and salaries paid to the Group’s employees | 99.5 | 96.4 | 14.2 | 16.1
Employer’s National Insurance contributions | 11.8 | 10.0 | 1.3 | 2.1
Pension charge | 5.8 | 6.4 | 2.7 | 1.6
Share-based payment charge (note 31) | 2.2 | 2.7 | 1.2 | 1.5
Redundancy costs | 0.4 | 6.2 | — | 3.0
Total employment costs from continuing operations | 119.7 | 121.7 | 19.4 | 24.3
Total employment costs from discontinued operations | — | 1.1 | — | —
Total employment costs | 119.7 | 122.8 | 19.4 | 24.3

1 Refer to material accounting policy information for detail of the representation.
The pension charge comprises the retirement benefit charge for defined benefit schemes and
contributions to the stakeholder pension plan.
The share-based payment charge relates entirely to equity-settled schemes.
8 Earnings/(loss) per share continued
Reconciliations of basic and diluted EPS/(LPS) for the continuing operations and the Group are set
out below:

|  | 2025 |  |  | 2024 |
|  | Weighted |  |  | Weighted |
|  | average |  |  | average |
|  | number of | Per share |  | number of | Per share
| Earnings | shares | amount | Loss | shares | amount
Continuing operations | £m | m | pence | £m | m | pence
Basic earnings/(loss) |  |  |  |  |  |
per share | 7.5 | 254.0 | 3.0 | (120.6) | 255.5 | (47.2)
Dilutive effect of share |  |  |  |  |  |
options and awards |  | 12.4 |  |  | — |
Diluted earnings/(loss) |  |  |  |  |  |
per share | 7.5 | 266.4 | 2.8 | (120.6) | 255.5 | (47.2)

|  | 2025 |  |  | 2024 |
|  | Weighted |  |  | Weighted |
|  | average |  |  | average |
|  | number of | Per share |  | number of | Per share
| Earnings | shares | amount | Loss | shares | amount
Group | £m | m | pence | £m | m | pence
Basic earnings/(loss) |  |  |  |  |  |
per share | 8.2 | 254.0 | 3.2 | (119.3) | 255.5 | (46.7)
Dilutive effect of share |  |  |  |  |  |
options and awards |  | 12.4 |  |  | — |
Diluted earnings/(loss) |  |  |  |  |  |
per share | 8.2 | 266.4 | 3.1 | (119.3) | 255.5 | (46.7)
The EPS for discontinued operations in 2025 was 0.3p (2024: 0.5p) and diluted EPS was 0.3p |  |  |  |  |  |
(2024: 0.5p). |  |  |  |  |  |

9 Dividends

| Group |
| 2025 | 2024
| £m | £m
2023 – final 1.0p per share | — | 2.5
Dividends paid | — | 2.5

The directors are not recommending a final dividend in respect of the financial year ended
31 December 2025.
162 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
12 Cash and cash equivalents
Cash and cash equivalents includes cash at bank and held in short-term deposits and Vanquis Bank
Limited’s liquid asset buffer, including other liquid resources.

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Central bank reserves | 746.8 | 948.7 | — | —
Cash at bank | 57.7 | 55.2 | 4.3 | 10.5
Total cash and cash equivalents | 804.5 | 1,003.9 | 4.3 | 10.5

In addition to cash and cash equivalents, the Group had £0.9m of bank overdrafts at 31 December 2025
(2024: £1.0m) and the Company had £nil bank overdrafts (2024: £nil), both of which are disclosed within
bank and other borrowings (see note 28).
All cash and cash equivalents are held with investment grade rated banks and are held in Pound sterling.
Vanquis Bank Limited’s total liquid asset buffer is held in the Bank of England central reserve account
and amounted to £746.8m at 31 December 2025 (2024: £948.7m).
Cash and cash equivalents of £51.1m (2024: £45.1m), held as part of securitisations, is not immediately
available due to the terms of the arrangements.
Cash and cash equivalents are non-interest bearing other than in respect of the cash held on deposit
and the amounts held by Vanquis Bank Limited as a liquid asset buffer and other liquid resources
that bear interest at rates linked to the Bank of England base rate.
13 Investment securities
The Group’s investment securities comprise UK Government securities (gilts) which are held as part of
Vanquis Bank’s liquidity buffer.

| Principal amount |  | Carrying value |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
UK Government securities | 250.0 | — | 253.3 | —
Fair value adjustment for portfolio hedged risk (note23) | — | — | 1.3 | —
| 250.0 | — | 254.6 | —

All the gilts bear credit risk and are classified as Stage 1 exposures for IFRS 9 impairment purposes.
As the securities are UK sovereign exposures, the Probability of Default has been assessed to be so
low that no significant impairment provision is required.
The gilts bear interest at a fixed rate, the average maturity of the gilts is 2.9 years (2024: n/a), and
the average fixed rate coupon is 4.15% (2024: n/a). Hedging arrangements in respect of these
securities are described in note 23 .
14 Amounts receivable from customers

|  | 2025 |  |  | 2024 |
| Due | Due in |  | Due | Due in |
| within | more than |  | within | more than |
| one year | one year | Total | one year | one year | Total
| £m | £m | £m | £m | £m | £m
Credit Cards | 1,384.3 | — | 1,384.3 | 1,149.9 | — | 1,149.9
Vehicle Finance | 213.4 | 475.1 | 688.5 | 227.5 | 507.9 | 735.4
Second Charge Mortgages | — | 618.5 | 618.5 | — | 225.3 | 225.3
Total | 1,597.7 | 1,093.6 | 2,691.3 | 1,377.4 | 733.2 | 2,110.6
Discontinued operations | — | — | — | 9.7 | 34.3 | 44.0
Fair value adjustment for portfolio |  |  |  |  |  |
hedged risk (note 23) | (0.2) | 0.4 | 0.2 | (0.8) | (0.1) | (0.9)
Total reported amounts receivable |  |  |  |  |  |
from customers | 1,597.5 | 1,094.0 | 2,691.5 | 1,386.3 | 767.4 | 2,153.7

The fair value adjustment for the portfolio hedged risk relates to the Second Charge Mortgages
receivable and the unamortised hedged accounting adjustment in relation to the balance
guaranteed swap, where hedge accounting has been discontinued (see note 23).
The gross amounts receivable from customers and allowance account which form the net amounts
receivable from customers are as follows:

|  |  | 2025 |  |  |
|  |  | Second |  |  |
| Credit | Vehicle | Charge | Total | Discontinued |
| Cards | Finance | Mortgages | continuing operations | Group
Group | £m | £m | £m | £m | £m | £m
Gross amounts receivable |  |  |  |  |  |
from customers | 1,553.8 | 761.6 | 619.4 | 2,934.8 | — | 2,934.8
Allowance account | (169.5) | (73.1) | (0.9) | (243.5) | — | (243.5)
Reported amounts receivable |  |  |  |  |  |
from customers | 1,384.3 | 688.5 | 618.5 | 2,691.3 | — | 2,691.3
|  |  | 2024 |  |  |
|  |  | Second |  |  |
| Credit | Vehicle | Charge | Total | Discontinued |
| Cards | Finance | Mortgages | continuing operations | Group
Group | £m | £m | £m | £m | £m | £m
Gross amounts receivable |  |  |  |  |  |
from customers | 1,309.9 | 831.9 | 225.5 | 2,367.3 | 49.1 | 2,416.4
Allowance account | (160.0) | (96.5) | (0.2) | (256.7) | (5.1) | (261.8)
Reported amounts receivable |  |  |  |  |  |
from customers | 1,149.9 | 735.4 | 225.3 | 2,110.6 | 44.0 | 2,154.6

The Group has pledged £796.7m (2024: £839.1m) of receivables as collateral under the securitisation
funding arrangements described in note 28.
163 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
14 Amounts receivable from customers continued
Credit Cards
Amounts receivable from customers for Credit Cards can be reconciled as follows:

|  | 2025 |  |  |  | 2024 (represented) 1 |  |
| Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total
Credit Cards | £m | £m | £m | £m | £m | £m | £m | £m
Gross carrying amount |  |  |  |  |  |  |  |
At 1 January | 1,136.6 | 99.8 | 73.5 | 1,309.9 | 1,199.5 | 161.2 | 114.1 | 1,474.8
Originations | 116.9 | — | — | 116.9 | 21.9 | — | — | 21.9
Drawdowns | 2,131.0 | 64.7 | 5.1 | 2,200.8 | 2,000.2 | 76.5 | 8.5 | 2,085.2
Net transfers and changes in credit risk: |  |  |  |  |  |  |  |
– from Stage 1 to Stage 2 | (333.8) | 333.8 | — | — | (376.7) | 376.7 | — | —
– from Stage 1 to Stage 3 | (41.2) | — | 41.2 | — | (44.9) | — | 44.9 | —
– from Stage 2 to Stage 1 | 187.3 | (187.3) | — | — | 290.1 | (290.1) | — | —
– from Stage 2 to Stage 3 | — | (122.9) | 122.9 | — | — | (158.6) | 158.6 | —
– from Stage 3 to Stage 1 | 10.7 | — | (10.7) | — | 16.7 | — | (16.7) | —
– from Stage 3 to Stage 2 | — | 3.5 | (3.5) | — | — | 5.9 | (5.9) | —
Write-offs | (14.6) | (12.4) | (19.2) | (46.2) | (11.7) | (9.6) | (36.4) | (57.7)
Write-offs (debt sale) | — | — | (127.2) | (127.2) | — | — | (157.7) | (157.7)
Repayments | (2,212.9) | (82.4) | (24.9) | (2,320.2) | (2,320.5) | (107.1) | (31.1) | (2,458.7)
Interest and fee income | 360.7 | 44.2 | 1.5 | 406.4 | 352.9 | 46.6 | 2.9 | 402.4
Other movements | 10.8 | (1.9) | 4.5 | 13.4 | 9.1 | (1.7) | (7.7) | (0.3)
At 31 December | 1,351.5 | 139.1 | 63.2 | 1,553.8 | 1,136.6 | 99.8 | 73.5 | 1,309.9
Allowance account |  |  |  |  |  |  |  |
At 1 January | (73.3) | (44.7) | (42.0) | (160.0) | (84.7) | (57.5) | (54.9) | (197.1)
Movements through income statement: |  |  |  |  |  |  |  |
Originations | (21.1) | — | — | (21.1) | (4.8) | — | — | (4.8)
Drawdowns and net |  |  |  |  |  |  |  |
transfers and changes |  |  |  |  |  |  |  |
in credit risk: |  |  |  |  |  |  |  |
– from Stage 1 to Stage 2 | 57.7 | (57.7) | — | — | 66.2 | (66.2) | — | —
– from Stage 1 to Stage 3 | 6.0 | — | (6.0) | — | 7.0 | — | (7.0) | —
– from Stage 2 to Stage 1 | (66.0) | 66.0 | — | — | (94.3) | 94.3 | — | —
– from Stage 2 to Stage 3 | — | 76.3 | (76.3) | — | — | 108.5 | (108.5) | —
– from Stage 3 to Stage 1 | (3.8) | — | 3.8 | — | (5.1) | — | 5.1 | —
– from Stage 3 to Stage 2 | — | (1.2) | 1.2 | — | — | (2.5) | 2.5 | —
– remeasurements |  |  |  |  |  |  |  |
within existing stage | 8.6 | (102.3) | (28.4) | (122.1) | 21.7 | (107.5) | (35.7) | (121.5)
– post-model overlays | 2.6 | 9.8 | 3.2 | 15.6 | 19.0 | (20.1) | (2.5) | (3.6)
– write-offs | (13.3) | (5.8) | (5.7) | (24.8) | (9.9) | (3.3) | (6.6) | (19.8)
– debt sales | — | — | 4.7 | 4.7 | — | — | 16.1 | 16.1

– derecognition of
Stage 3 interest — — 2.2 2.2 — — 3.3 3.3
2025 2024 (represented)
1
Credit Cards
Stage 1
£m
Stage 2
£m
Stage 3
£m
Total
£m
Stage 1
£m
Stage 2
£m
Stage 3
£m
Total
£m
– recoveries — — 3.7 3.7 — — 3.1 3.1
– revaluations — — 2.6 2.6 — — 3.2 3.2
– other movements — — (0.4) (0.4) — — 0.1 0.1
Total movements
through income
statement (29.3) (14.9) (95.4) (139.6) (0.2) 3.2 (126.9) (123.9)
Movements through
allowance account:
– write-offs (regular) 14.9 12.4 19.2 46.5 12.0 9.7 36.4 58.1
– write-offs (debt sale) — — 130.1 130.1 — — 173.2 173.2
– debt sale proceeds — — (38.4) (38.4) — — (60.6) (60.6)
– derecognition of
Stage 3 interest — — (2.2) (2.2) — — (3.3) (3.3)
– other — — (5.9) (5.9) (0.4) (0.1) (5.9) (6.4)
Allowance account
at 31 December (87.7) (47.2) (34.6) (169.5) (73.3) (44.7) (42.0) (160.0)
Reported amounts
receivable from
customers at
31 December 1,263.8 91.9 28.6 1,384.3 1,063.3 55.1 31.5 1,149.9
Reported amounts
receivable from
customers at 1 January 1,063.3 55.1 31.5 1,149.9 1,114.8 103.7 59.2 1,277.7
1 Drawdowns, net transfers and changes in credit risk in the allowance account reconciliation have been represented to show direct
ECL transfers between stages at point of transfer, with remeasurements within existing stage reflecting subsequent allowance
changes and balance movements.
In the amounts receivable from customers reconciliation above:
5 originations relate to the closing gross carrying and allowance amounts in the first month of
being a new customer;
5 other movements to gross carrying amount primarily relate to recognition of deferred acquisition
costs; and
5 remeasurements within existing stage capture both allowance changes arising from stage
transfers and those driven by balance movements.
Total Credit Cards interest and fee income from customers of £406.4m (2024: £402.4m) comprises
£370.8m (2024: £365.7m) interest income and £35.6m (2024: £36.7m) of fee and commission income.
As at 31 December 2025 unutilised Credit Card commitments were £1,871.5m (2024: £1,476.3m).
An increase of 1% of the gross exposure into Stage 2 from Stage 1 would result in an increase in the
allowance account of £3.7m (2024: £4.3m) based on applying the difference between the coverage
ratios from Stage 1 to Stage 2 to the movement in gross exposure.
164 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
14 Amounts receivable from customers continued
Credit Cards continued
A breakdown of the in-model and post-model overlays for Credit Cards is shown below:

| 2025 | 2024
Credit Cards | £m | £m
Core model | 173.2 | 155.6
Post-model overlays | (3.7) | 4.4
Total allowance account | 169.5 | 160.0

| 2025 | 2024
| £m | £m
Post-model overlays: |  |
Persistent debt (note (a)) | (2.8) | —
Balance transfer new originations (note (b)) | (2.3) | —
Loss Given Default calibration (note (c)) | 1.4 | —
Macroeconomic model redevelopment (note (d)) | — | 4.0
Other | — | 0.4
Total post-model overlays | (3.7) | 4.4

(a) Persistent debt
As part of ongoing model enhancements, a review of persistent debt accounts at 36 months was
undertaken. The Exposure at Default (EAD) framework was recalibrated to better reflect expected
balance and utilisation at default for these accounts.
(b) Balance transfer (BT) new originations
A calibration was required for newer lower-risk BT accounts as the observed default rates were lower
than the model was predicting. The overlay adjusts the 12-month Probability of Default for these
accounts in Stage 1.
(c) Loss Given Default (LGD) calibration
A LGD refresh was performed to calibrate expected cash recoveries to latest available data.
(d) Macroeconomic model redevelopment
The macroeconomic model has been redeveloped and the model overlay released.
A breakdown of the gross receivable by internal credit risk rating is shown below:

|  | 2025 |  |  |  | 2024 (represented) 1 |  |
| Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total
Credit Cards | £m | £m | £m | £m | £m | £m | £m | £m
Good | 1,170.5 | 104.4 | — | 1,274.9 | 995.9 | 70.0 | — | 1,065.9
Satisfactory | 181.0 | 34.7 | — | 215.7 | 140.7 | 29.8 | — | 170.5
Lower quality | — | — | 63.2 | 63.2 | — | — | 73.5 | 73.5
Total | 1,351.5 | 139.1 | 63.2 | 1,553.8 | 1,136.6 | 99.8 | 73.5 | 1,309.9

1 2024 represented to align with internal credit risk ratings adopted in 2025 .
Internal credit risk rating is based on probability of default metrics, aligned to internal
management reporting.
Vehicle Finance
Amounts receivable from customers for Vehicle Finance can be reconciled as follows:

|  | 2025 |  |  |  | 2024 (represented) 1 |  |
| Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total
Vehicle Finance | £m | £m | £m | £m | £m | £m | £m | £m
Gross carrying amount |  |  |  |  |  |  |  |
At 1 January | 606.3 | 120.1 | 105.5 | 831.9 | 391.7 | 224.8 | 527.7 | 1,144.2
Originations | 295.2 | — | — | 295.2 | 311.1 | — | — | 311.1
Transfers due to changes in credit risk: |  |  |  |  |  |  |  |
– from Stage 1 to Stage 2 | (303.1) | 303.1 | — | — | (63.6) | 63.6 | — | —
– from Stage 1 to Stage 3 | (16.2) | — | 16.2 | — | (22.0) | — | 22.0 |
– from Stage 2 to Stage 1 | 173.4 | (173.4) | — | — | 125.8 | (125.8) | — | —
– from Stage 2 to Stage 3 | — | (95.7) | 95.7 | — | — | (15.9) | 15.9 | —
– from Stage 3 to Stage 1 | 1.7 | — | (1.7) | — | 38.3 | — | (38.3) | —
– from Stage 3 to Stage 2 | — | 11.4 | (11.4) | — | — | 41.7 | (41.7) | —
Write-offs | (7.9) | (3.1) | (74.5) | (85.5) | — | — | (374.9) | (374.9)
Repayments | (308.8) | (63.7) | (57.3) | (429.8) | (279.8) | (97.8) | (74.7) | (452.3)
Interest and fee income | 88.9 | 30.4 | 4.6 | 123.9 | 72.2 | 30.3 | 30.6 | 133.1
Other movements | 26.9 | 0.3 | (1.3) | 25.9 | 32.6 | (0.8) | 38.9 | 70.7
At 31 December | 556.4 | 129.4 | 75.8 | 761.6 | 606.3 | 120.1 | 105.5 | 831.9
Allowance account |  |  |  |  |  |  |  |
At 1 January | (18.2) | (21.5) | (56.8) | (96.5) | (18.2) | (27.0) | (322.9) | (368.1)
Movements through income statement: |  |  |  |  |  |  |  |
– originations | (25.9) | — | — | (25.9) | (40.0) | — | — | (40.0)
Drawdowns and net |  |  |  |  |  |  |  |
transfers and changes |  |  |  |  |  |  |  |
in credit risk: |  |  |  |  |  |  |  |
– from Stage 1 to Stage 2 | 16.4 | (16.4) | — | — | 15.9 | (15.9) | — | —
– from Stage 1 to Stage 3 | 0.6 | — | (0.6) | — | 1.9 | — | (1.9) | —
– from Stage 2 to Stage 1 | (24.1) | 24.1 | — | — | (38.8) | 38.8 | — | —
– from Stage 2 to Stage 3 |  | 23.6 | (23.6) | — | — | 27.3 | (27.3) | —
– from Stage 3 to Stage 1 | (0.1) | — | 0.1 | — | (11.1) | — | 11.1 | —
– from Stage 3 to Stage 2 | — | (1.0) | 1.0 | — | — | (20.1) | 20.1 | —
– remeasurements |  |  |  |  |  |  |  |
within existing stage | 37.5 | (31.7) | (17.6) | (11.8) | 72.7 | (23.6) | (73.5) | (24.4)
– post-model overlays | 0.2 | 3.2 | 0.1 | 3.5 | (0.6) | (1.0) | (3.9) | (5.5)

– write-offs — — (14.0) (14.0) — — (30.4) (30.4)
– debt sales — — (0.3) (0.3) — — 0.1 0.1
165 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
2025 2024 (represented)
1
Vehicle Finance
Stage 1
£m
Stage 2
£m
Stage 3
£m
Total
£m
Stage 1
£m
Stage 2
£m
Stage 3
£m
Total
£m
– derecognition of
Stage 3 interest — — 6.0 6.0 — — 18.5 18.5
– recoveries — — (2.7) (2.7) — — (0.2) (0.2)
– revaluations — — 3.7 3.7 — — 21.7 21.7
– other movements — — — — — — 0.2 0.2
Total amount recorded
in impairment charges 4.6 1.8 (47.9) (41.5) — 5.5 (65.5) (60.0)
Movements through
allowance account:
– write-offs — — 71.7 71.7 — — 374.9 374.9
– debt sale proceeds — — (11.9) (11.9) — — (6.7) (6.7)
– derecognition of
Stage 3 interest — — (6.0) (6.0) — — (18.5) (18.5)
– other changes — — 11.1 11.1 — — (18.1) (18.1)
Allowance account
at 31 December (13.6) (19.7) (39.8) (73.1) (18.2) (21.5) (56.8) (96.5)
Reported amounts
receivable from
customers at
31 December 542.8 109.7 36.0 688.5 588.1 98.6 48.7 735.4
Reported amounts
receivable from
customers at 1 January 588.1 98.6 48.7 735.4 373.5 197.8 204.8 776.1
1 Drawdowns, net transfers and changes in credit risk in the allowance account reconciliation have been represented to show direct
ECL transfers between stages at point of transfer, with remeasurements within existing stage reflecting subsequent allowance
changes and balance movements.
In the amounts receivable from customers reconciliation above:
5 other movements to gross carrying amount primarily relate to recognition of broker costs; and
5 remeasurements within existing stage capture both allowance changes arising from stage
transfers and those driven by balance movements.
Total Vehicle Finance interest and fee income from customers of £123.9m (2024: £133.1m) comprises
£123.9m (2024: £133.1m) interest income and £nil (2024: £nil) of other income.
An increase of 1% of the gross exposure into Stage 2 from Stage 1 would result in an increase in the
allowance account of £0.7m (2024: £0.9m) based on applying the difference between the coverage
ratios from Stage 1 to Stage 2 to the movement in gross exposure.
A breakdown of the in-model and post-model overlays for Vehicle Finance is shown below:

| 2025 | 2024
Vehicle Finance | £m | £m
Core model | 73.3 | 93.3
Post-model overlays | (0.2) | 3.2
Total allowance account | 73.1 | 96.5

| 2025 | 2024
| £m | £m
Post-model overlays: |  |
LGD recalibration (note (a)) | 2.3 | (0.6)
Forced sale discount model calibration (note (b)) | (1.1) | —
Stage 2 SICR recalibration (note (c)) | (1.0) | —
12-month PD recalibration (note (d)) | — | 2.8
Macroeconomic LGD implementation (note (e)) | — | (0.9)
Macroeconomic model redevelopment (note (f)) | — | 1.4
Other | (0.4) | 0.5
Total post-model overlays | (0.2) | 3.2

(a) LGD recalibration
Following the introduction of the charge-off process and the revised definition of default during 2024,
calibrations were required to components of the LGD model. A PMA has been recognised until the
model can be updated.
(b) Forced sale discount (FSD) model calibration
The external car valuations used in the FSD model were revised at the end of 2025. The input data
used in the model therefore needs to be calibrated to the revised valuations. A PMA has been
recognised until the model can be updated.
(c) Stage 2 SICR recalibration
A new acquisition scorecard was implemented during the year, the SICR threshold therefore need to
be calibrated to appropriately move accounts into Stage 2 when they breach the SICR thresholds.
A PMA has been recognised until the model can be updated.
(d) 12-month PD recalibration
Monitoring of the 12-month PD model indicated a recalibration was required for the ‘up-to-date’
segment. The PMA was removed as the changes were reflected into the models.
14 Amounts receivable from customers continued
Vehicle Finance continued
166 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
Second Charge Mortgages
Amounts receivable from customers for Second Charge Mortgages can be reconciled as follows:

|  | 2025 |  |
| Stage 1 | Stage 2 | Stage 3 | Total
| £m | £m | £m | £m
Gross carrying amount |  |  |  |
At 1 January | 224.2 | 1.2 | 0.1 | 225.5
Originations | 440.7 | — | — | 440.7
Net transfers and changes in credit risk: |  |  |  |
– from Stage 1 to 2 | (5.4) | 5.4 | — | —
– from Stage 1 to 3 | (1.4) | — | 1.4 | —
Repayments | (91.5) | (0.6) | (0.2) | (92.3)
Interest income | 28.1 | 0.3 | — | 28.4
Other movements | 16.9 | 0.2 | — | 17.1
At 31 December | 611.6 | 6.5 | 1.3 | 619.4
Allowance account |  |  |  |
At 1 January | (0.1) | (0.1) | — | (0.2)
Movements through income statement: |  |  |  |
Originations | (0.2) | — | — | (0.2)
Net transfers and changes in credit risk: |  |  |  |
– remeasurements within stages | — | (0.4) | (0.1) | (0.5)
Total movement through income statement | (0.2) | (0.4) | (0.1) | (0.7)
Allowance account at 31 December | (0.3) | (0.5) | (0.1) | (0.9)
Reported amounts receivable from customers at 31 December | 611.3 | 6.0 | 1.2 | 618.5
Reported amounts receivable from customers at 1 January | 224.1 | 1.1 | 0.1 | 225.3

14 Amounts receivable from customers continued
(e) Macroeconomic LGD implementation
Refinements were made to the macroeconomic LGD model implementation to: (i) reflect an upside
scenario; (ii) refine the shape of the scenarios; and (iii) enhance how the scenarios were being applied.
The PMA was released as the changes were reflected into the models.
(f) Macroeconomic model redevelopment
The macroeconomic model has been redeveloped and the model overlay released.
A breakdown of the gross receivable by internal credit risk rating is shown below:

|  | 2025 |  |  |  | 2024 |  |
| Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total
Vehicle Finance | £m | £m | £m | £m | £m | £m | £m | £m
Good quality | 486.2 | 25.1 | — | 511.3 | 516.9 | 11.1 | — | 528.0
Satisfactory quality | 69.6 | 36.9 | — | 106.5 | 78.9 | 35.8 | — | 114.7
Lower quality | 0.6 | 35.5 | — | 36.1 | 10.4 | 39.7 | — | 50.1
Below standard | — | 31.9 | 75.8 | 107.7 | 0.1 | 33.5 | 105.5 | 139.1
Gross carrying amount | 556.4 | 129.4 | 75.8 | 761.6 | 606.3 | 120.1 | 105.5 | 831.9

Internal credit risk rating is based on the internal credit score of a customer at the balance sheet date.
Vehicle Finance accounts for its lease receivables under IFRS 16. As a result a maturity analysis of the
amounts receivable under the finance leases is required and is shown below:

| 2025 | 2024
| £m | £m
Due within one year | 370.7 | 397.7
Due within one to two years | 300.9 | 316.1
Due within two to three years | 222.8 | 255.6
Due within three to four years | 137.6 | 146.2
Due between four to five years | 45.1 | 45.8
Total | 1,077.1 | 1,161.4
Unearned finance cost | (315.5) | (329.5)
Total lease receivable | 761.6 | 831.9

No finance agreements entered into have a term greater than five years (2024: none over five years).
167 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
A breakdown of the gross Second Charge Mortgages receivable by internal credit risk rating is
shown below:

|  | 2025 |  |
| Stage 1 | Stage 2 | Stage 3 | Total
| £m | £m | £m | £m
Good | 611.6 | — | — | 611.6
Satisfactory | — | 6.5 | — | 6.5
Lower quality | — | — | 1.3 | 1.3
Total | 611.6 | 6.5 | 1.3 | 619.4

|  | 2024 |  |
| Stage 1 | Stage 2 | Stage 3 | Total
| £m | £m | £m | £m
Good | 224.2 | — | — | 224.2
Satisfactory | — | 1.2 | — | 1.2
Lower quality | — | — | 0.1 | 0.1
Total | 224.2 | 1.2 | 0.1 | 225.5

Low-quality receivables relate to defaulted accounts and are therefore assigned as Stage 3;
satisfactory receivables consist of non-defaulted accounts in arrears; high-quality receivables consist
of accounts not in arrears.
The movement in directly attributable acquisition costs included within amounts receivable from
customers can be analysed as follows:

|  | 2025 |  |  |  | 2024 |  |
|  |  | Second |  |  |  | Second |
| Credit | Vehicle | Charge | Total | Credit | Vehicle | Charge | Total
| Cards | Finance | Mortgages | Continuing | Cards | Finance | Mortgages | Continuing
Group | £m | £m | £m | £m | £m | £m | £m | £m
Brought forward | 25.5 | 49.7 | 8.4 | 83.6 | 32.3 | 56.0 | 0.1 | 88.4
Capitalised | 11.6 | 28.1 | 16.2 | 55.9 | 5.8 | 31.6 | 9.2 | 46.6
Amortised | (8.6) | (28.5) | (4.6) | (41.7) | (12.6) | (31.4) | (0.9) | (44.9)
Written off | — | (3.8) | — | (3.8) | — | (6.5) | — | (6.5)
Carried forward | 28.5 | 45.5 | 20.0 | 94.0 | 25.5 | 49.7 | 8.4 | 83.6
DAC asset |  |  |  |  |  |  |  |
(discontinued |  |  |  |  |  |  |  |
operations) |  |  |  | — |  |  |  | 0.4
Total DAC asset |  |  |  | 94.0 |  |  |  | 84.0

14 Amounts receivable from customers continued
Second Charge Mortgages continued

|  | 2024 |  |
| Stage 1 | Stage 2 | Stage 3 | Total
| £m | £m | £m | £m
Gross carrying amount |  |  |  |
At 1 January | 2.8 | — | — | 2.8
Originations | 217.7 | — | — | 217.7
Net transfers and changes in credit risk: | — | — | — | —
– from Stage 1 to 2 | (1.2) | 1.2 | — | —
– from Stage 1 to 3 | (0.1) | — | 0.1 | —
Repayments | (8.9) | — | — | (8.9)
Interest income | 4.8 | — | — | 4.8
Other movements | 9.1 | — | — | 9.1
At 31 December | 224.2 | 1.2 | 0.1 | 225.5
Allowance account |  |  |  |
At 1 January | — | — | — | —
Movements through income statement: |  |  |  |
Originations | (0.1) | — | — | (0.1)
Net transfers and changes in credit risk: | — | — | — | —
– from Stage 1 to 2 | — | (0.1) | — | (0.1)
Total movement through income statement | (0.1) | (0.1) | — | (0.2)
Allowance account at 31 December | (0.1) | (0.1) | — | (0.2)
Reported amounts receivable from customers at 31 December | 224.1 | 1.1 | 0.1 | 225.3
Reported amounts receivable from customers at 1 January | 2.8 | — | — | 2.8

Other movements in gross receivables predominantly relate to the capitalisation of deferred
acquisition costs.
Total Second Charge Mortgages interest and fee income from customers of £29.4m (2024: £4.8m)
comprises solely of interest income.
An increase of 1% of the gross exposure into Stage 2 from Stage 1 would result in an increase in the
allowance account of £0.5m (2024: £nil) based on applying the difference between the coverage
ratios from Stage 1 to Stage 2 to the movement in gross exposure.
There are no post-model overlays for Second Charge Mortgages in the current or prior year.
168 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
15 Trade and other receivables

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Trade and other receivables | 2.6 | — | — | —
Collateral | 23.2 | 15.9 | 3.0 | 9.4
External counterparty loans | — | 18.3 | — | —
Stock | 2.1 | 2.0 | — | —
Finance lease receivable (note (a)) | 5.2 | 6.2 | — | —
Amounts placed on deposit by Group undertaking | — | — | 39.0 | 23.0
Amounts owed by Group undertakings | — | — | 726.3 | 731.2
Prepayments | 26.9 | 28.9 | 1.5 | 4.8
Accrued income | 1.2 | 1.2 | — | —
Total trade and other receivables | 61.2 | 72.5 | 769.8 | 768.4

Amounts placed on deposit by Group undertaking represents funds placed on deposit via Vanquis
Bank with the Bank of England. On a Group basis these amounts are presented within cash and
cash equivalents.
Collateral represents cash collateral the Group has provided to its banking counterparties as security
against the mark-to-market exposure on its derivative financial instruments of £11.8m (2024: £9.4m)
and collateral required by Visa to support settlement activity of £11.4m (2024: £6.5m).
External counterparty loans represents the loan made to one of the Group’s Second Charge
Mortgage originators that was repaid during the year.
Stock represents vehicles held by Moneybarn where customer agreements have been terminated and
Credit Card plastics held by Vanquis Bank.
There are £nil amounts past due in respect of trade and other receivables (2024: £nil). An impairment
provision of £nil (2024: £1.2m) is held against external counterparty loans.
Amounts owed by Group undertakings are unsecured and repayable on demand or within one year,
and generally accrue interest at rates linked to SONIA. The Company has assessed the estimated
credit losses for these intercompany loans and an impairment provision of £nil (2024: £nil) has been
recognised. Amounts owed by Group undertakings consist of £726.3m (2024: £731.2m) categorised as
Stage 1 against which no provision is recognised. No amounts have been categorised as Stage 2 or
Stage 3. No provision has been recognised as the loan entities have sufficient expected cash flow to
service their obligations and/or sufficient realisable net assets to sell in the event of a default. There
has also been no quantitative or qualitative indicators of SICR.
14 Amounts receivable from customers continued
The impairment charge in respect of amounts receivable from customers can be analysed as follows:

| Group |
| 2025 | 2024
Impairment charge on amounts receivable from customers | £m | £m
Credit Cards | 139.6 | 123.9
Vehicle Finance | 41.5 | 60.0
Second Charge Mortgages | 0.7 | 0.2
Total impairment charge from continuing operations | 181.8 | 184.1
Total impairment (credit)/charge from discontinued operations | (3.1) | 5.7
Total impairment charge | 178.7 | 189.8

The impairment in the income statement of £181.1m (2024: £185.3m) includes £0.7m credit (2024: £0.8m
charge) in relation to loans held within trade and other receivables (note 15).
The average effective interest rate for the year ended 31 December 2025 was 26.6% for Credit Cards
(2024: 28.3%), 23% for Vehicle Finance (2024: 24%) and 8.1% for Second Charge Mortgages (2024: 8.9%).
The average period to maturity of the amounts receivable from customers within Vehicle Finance is 33
months (2024: 34 months) and within Second Charge Mortgages is 18.5 years (2024: 18.4 years). Within
Credit Cards, for the majority of customers, there is no fixed term for repayment other than a general
requirement for customers to make a monthly minimum repayment towards their outstanding balance.
This is currently the greater of 1% of the amount owed plus any fees and interest charges in the
month and £10.
169 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
16 Investments

| Group |
| 2025 | 2024
| £m | £m
Visa shares | 2.4 | 2.3
Total investments | 2.4 | 2.3

Visa shares
The Visa Inc shares represent preferred stock in Visa Inc held by Vanquis Bank Limited. The valuation
of the preferred stock has been determined using the common stock’s value as an approximation
as both classes of stock have similar dividend rights. However, adjustments have been made for:
(i) illiquidity, as the preferred stock is not tradeable on an open market and can only be transferred
to other Visa members; and (ii) future litigation costs that could affect the valuation of the stock prior
to conversion.
17 Property, plant and equipment

| Leasehold | Equipment |
| land and | and |
| buildings | vehicles | Total
Group | £m | £m | £m
Cost |  |  |
At 1 January 2025 | 8.1 | 21.8 | 29.9
Additions | 2.1 | 1.2 | 3.3
Disposals | (0.2) | (12.0) | (12.2)
At 31 December 2025 | 10.0 | 11.0 | 21.0
Accumulated depreciation and impairment |  |  |
At 1 January 2025 | 2.6 | 20.2 | 22.8
Charged to the income statement – depreciation | 0.8 | 1.3 | 2.1
Reclassification between asset classes | 2.5 | (2.5) | —
Disposals | (0.2) | (11.7) | (11.9)
At 31 December 2025 | 5.7 | 7.3 | 13.0
Net book value at 31 December 2025 | 4.3 | 3.7 | 8.0
Net book value at 1 January 2025 | 5.5 | 1.6 | 7.1

The loss on disposal of property, plant and equipment in 2025 amounted to £0.3m (2024: £0.3m).
The loss comprised proceeds received of £nil (2024: £nil) less the net book value of disposals of £0.3m
(2024: £0.3m).
15 Trade and other receivables continued
(a) Finance lease receivable
In 2022, the Group entered into a finance lease arrangement to sub-lease 50% of the existing floor
space of its London office. As a result, the Group recognises a lease receivable, representing the
amount of the Group’s net investment outstanding in respect of the finance lease; 50% of the
corresponding right of use asset was also derecognised (see note 18).
A maturity analysis of the amounts receivable under the finance lease is shown below:

| Group |
| 2025 | 2024
| £m | £m
Due within one year | 1.0 | 1.0
Due within one to two years | 1.0 | 1.0
Due within two to three years | 1.0 | 1.0
Due within three to four years | 1.0 | 1.0
Due within four to five years | 1.0 | 1.0
After five years | 0.4 | 1.5
| 5.4 | 6.5
Unearned finance costs | (0.2) | (0.3)
Total lease receivable | 5.2 | 6.2

Undiscounted lease payments analysed as:

| 2025 | 2024
| £m | £m
Recoverable after 12 months | 4.4 | 5.5
Recoverable within 12 months | 1.0 | 1.0
Total | 5.4 | 6.5

Net investment in the lease analysed as:

| 2025 | 2024
| £m | £m
Recoverable after 12 months | 4.3 | 5.3
Recoverable within 12 months | 0.9 | 0.9
Total | 5.2 | 6.2

The finance lease arrangement does not include variable payments. The average effective interest
rate contracted approximates to 1.1% per annum.
No impairment provision has been recognised against the lease receivable.
170 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
The profit on disposal of property, plant and equipment in 2025 amounted to £nil (2024: £nil) and
represented proceeds received of £nil (2024: £nil) less the net book value of disposals of £nil (2024: £nil).
A review of the Company’s fixed asset register as part of a transfer of assets within the Group
identified a number of assets that were fully depreciated and had been disposed of.

| Leasehold | Equipment |
| land and | and |
| buildings | vehicles | Total
Company | £m | £m | £m
Cost |  |  |
At 1 January 2024 | 0.2 | 12.2 | 12.4
Additions | — | — | —
Disposals | — | — | —
At 31 December 2024 | 0.2 | 12.2 | 12.4
Accumulated depreciation |  |  |
At 1 January 2024 | 0.1 | 11.6 | 11.7
Charged to the income statement | — | 0.2 | 0.2
Disposals | — | — | —
At 31 December 2024 | 0.1 | 11.8 | 11.9
Net book value at 31 December 2024 | 0.1 | 0.4 | 0.5
Net book value at 1 January 2024 | 0.1 | 0.6 | 0.7

18 Right of use assets

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Group | £m | £m | £m | £m
Cost |  |  |  |
At 1 January | 74.1 | 72.8 | 24.5 | 23.8
Additions and revaluations | — | 1.3 | — | 0.7
Transfers to Group companies | — | — | (9.7) | —
Disposals | (14.8) | — | (14.8) | —
At 31 December | 59.3 | 74.1 | — | 24.5
Accumulated depreciation and impairment |  |  |  |
At 1 January | 57.7 | 49.6 | 17.1 | 12.9
Disposals | (14.8) | — | (14.8) | —
Transfers to Group companies | — | — | (3.6) | —
Charged to the income statement – continuing operations | 4.3 | 4.6 | 1.3 | 1.3
Charged to the income statement – impairment | — | 3.5 | — | 2.9
At 31 December | 47.2 | 57.7 | — | 17.1
Net book value at 31 December | 12.1 | 16.4 | — | 7.4
Net book value at 1 January | 16.4 | 23.2 | 7.4 | 10.9

Lease liabilities are disclosed in note 27.
17 Property, plant and equipment continued
Additions in 2025 and 2024 principally comprise expenditure in respect of the routine replacement
of IT equipment.
A review of accumulated depreciation categorisation as part of a transfer of assets within the
Group led to reclassifications between asset classes to ensure accumulated depreciation and cost
categorisations were aligned. These changes did not affect total PPE balance presented on the
balance sheet in either 2025 and 2024.

| Leasehold | Equipment |
| land and | and |
| buildings | vehicles | Total
Group | £m | £m | £m
Cost |  |  |
At 1 January 2024 | 8.3 | 21.9 | 30.2
Additions | — | 2.2 | 2.2
Disposals | (0.2) | (2.3) | (2.5)
At 31 December 2024 | 8.1 | 21.8 | 29.9
Accumulated depreciation and impairment |  |  |
At 1 January 2024 | 2.0 | 20.1 | 22.1
Charged to the income statement – depreciation | 0.8 | 2.1 | 2.9
Disposals | (0.2) | (2.0) | (2.2)
At 31 December 2024 | 2.6 | 20.2 | 22.8
Net book value at 31 December 2024 | 5.5 | 1.6 | 7.1
Net book value at 1 January 2024 | 6.3 | 1.8 | 8.1

| Leasehold | Equipment |
| land and | and |
| buildings | vehicles | Total
Company | £m | £m | £m
Cost |  |  |
At 1 January 2025 | 0.2 | 12.2 | 12.4
Additions | 1.9 | — | 1.9
Transfers to Group companies | (1.9) | (0.9) | (2.8)
Disposals | (0.2) | (11.3) | (11.5)
At 31 December 2025 | — | — | —
Accumulated depreciation |  |  |
At 1 January 2025 | 0.1 | 11.8 | 11.9
Charged to the income statement – depreciation | 0.1 | 0.1 | 0.2
Transfers to Group companies | — | (0.6) | (0.6)
Disposals | (0.2) | (11.3) | (11.5)
At 31 December 2025 | — | — | —
Net book value at 31 December 2025 | — | — | —
Net book value at 1 January 2025 | 0.1 | 0.4 | 0.5

171 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
20 Other intangible assets

|  | 2025 |  |  | 2024 |
| Acquisition | Computer |  | Acquisition | Computer |
| intangibles | software | Total | intangibles | software | Total
Group | £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |
At 1 January | 86.1 | 82.1 | 168.2 | 86.1 | 85.1 | 171.2
Additions | — | 15.2 | 15.2 | — | 12.5 | 12.5
Adjustment | — | (0.6) | (0.6) | — | — | —
Disposals | — | (5.7) | (5.7) | — | (15.5) | (15.5)
At 31 December | 86.1 | 91.0 | 177.1 | 86.1 | 82.1 | 168.2
Accumulated amortisation |  |  |  |  |  |
and impairment |  |  |  |  |  |
At 1 January | 76.6 | 30.1 | 106.7 | 70.4 | 26.4 | 96.8
Charged to the income |  |  |  |  |  |
statement – amortisation | 1.3 | 9.2 | 10.5 | 6.2 | 10.7 | 16.9
Charged to the income |  |  |  |  |  |
statement – impairment | — | — | — | — | 8.5 | 8.5
Adjustment | — | (0.6) | (0.6) | — | — | —
Disposals | — | (4.5) | (4.5) | — | (15.5) | (15.5)
At 31 December | 77.9 | 34.2 | 112.1 | 76.6 | 30.1 | 106.7
Net book value at 31 December | 8.2 | 56.8 | 65.0 | 9.5 | 52.0 | 61.5
Net book value at 1 January | 9.5 | 52.0 | 61.5 | 15.7 | 58.7 | 74.4

Acquisition intangibles represent the fair value of the broker relationships arising on the acquisition of
Moneybarn in 2014 and internally generated Platform and technology in relation to Snoop in 2023.
The Moneybarn acquisition intangible asset was being amortised over an estimated useful life of 10
years; the asset was fully amortised in 2024.
The Snoop intangible asset comprised £10.1m of internally generated core platform and technology,
and £1.0m in relation to the ‘Snoop’ brand name arising on the acquisition of Snoop in 2023. These
are being amortised over nine and five years respectively.
Research and development expenditure recognised within operating costs during 2025 was £0.7m
(2024: £0.7m).
Additions to computer software in the year of £15.2m (2024: £12.5m) comprise £15.2m (2024: £12.5m)
of internally generated assets and £nil (2024: £nil) of externally purchased software.
Computer software amortisation charges of £9.2m (2024: £10.7m) include £0.2m (2024: £1.4m) which
relate to the discontinued Personal Loans portfolio.
The computer software loss on disposal of £1.2m (2024: £nil) related entirely to the discontinued
Personal Loans portfolio where the assets were written off in full and disposed. The loss comprised
proceeds received of £nil (2024: £nil) less the net book value of disposals of £1.2m (2024: £nil).
18 Right of use assets continued
Disposals in both the Group and the Company amounted to £14.8m (2024: £nil) and relate to the
cessation of a property lease for the Bradford Head Office which has been relocated.
The additions and revaluations in 2024 related to a revaluation of a property leases.
19 Goodwill

| Group |
| 2025 | 2024
| £m | £m
Cost |  |
At 1 January | 3.3 | 74.5
Additions | — | —
Write-off | (2.1) | (71.2)
At 31 December | 1.2 | 3.3
Accumulated impairment |  |
At 1 January | 2.1 | 2.1
Write-off | (2.1) | —
At 31 December | — | 2.1
Net book value at 31 December | 1.2 | 1.2
Net book value at 1 January | 1.2 | 72.4

Goodwill with a net book value of £1.2m in 2025 relates to the acquisition of Usnoop Limited in 2023.
Goodwill is tested annually for impairment, or more frequently if there are any indications that goodwill
might be impaired. The recoverable amount is determined from a value in use calculation. The key
assumptions used in the value in use calculation relate to the cash flows of the cash-generating unit,
discount rates and growth rates adopted.
Management adopts pre-tax discount rates that reflect the time value of money and the risks specific
to the business.
The cash flow forecasts are based on the most recent financial budgets approved by the Group
Board for the next five years and extrapolate cash flows for the following five years using a terminal
growth rate of 1.5% (2024: 2%). The rate used to discount the forecast cash flows is 13.1% (2024:
13.5%); this represents the Company’s risk-adjusted cost of capital. The pre-tax equivalent rate is
17.5% (2024: 18%).
Moneybarn goodwill was impaired in full in 2024 due to lower cash flows in the latest budget as the
Group prioritises capital deployment for growth into Second Charge Mortgages and Credit Cards in
the near term.
During 2025 the £2.1m of cost and accumulated impairment in relation to Cheque Exchange Limited
was written off following the decision to close the business.
172 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
Due to indicators of impairment, an investment valuation review was performed at the balance sheet
date for the investment held in Provident Financial Holdings Limited utilising the higher of the discounted
future cash flow forecasts of the underlying business or fair value. Whilst no impairment is required,
sensitivity analysis has been performed based on the assumptions used in the cash flow valuations.
A 100 bps movement in the discount rate would move the valuations by £84m. Sufficient headroom
would remain to not require impairment.
Impairment of £17.2m was recognised in relation to non-trading companies as part of the Group
reorganisation.
The cost, accumulated impairment losses and carrying value of investments at 31 December 2025 are
shown below:

|  | Accumulated |
|  | impairment | Carrying
| Cost | losses | value
Company | £m | £m | £m
Provident Financial Holdings Limited | 298.6 | — | 298.6
Provident Financial Group Limited | 29.9 | (29.9) | —
Provfin Limited | 10.1 | (10.1) | —
Other | 3.0 | (0.6) | 2.4
Net book value at 31 December | 341.6 | (40.6) | 301.0

The following are the subsidiary undertakings, which, in the opinion of the directors, principally affect
the profit or assets of the Group or are a guaranteeing subsidiary of the Group’s certain borrowings.
A full list of subsidiary undertakings in included in note 38. All subsidiaries are consolidated and
held directly by the Company except for those noted below, which are held by wholly owned
intermediate companies.

|  | Country of | Class | %
Company | Activity | incorporation | of capital | Holding
Vanquis Bank Limited | Financial services | England | Ordinary | 100 1
Moneybarn No. 1 Limited | Financial services | England | Ordinary | 100 1
Provident Financial Holdings Limited | Intermediate holding company | England | Ordinary | 100

1 Shares held by wholly owned intermediate companies.
The above companies operate principally in their country of incorporation.
20 Other intangible assets continued
The £15.2m (2024: £12.5m) of internally generated assets predominantly relates to the development of the
Gateway platform. The net book value of this asset is £50.7m as at 31 December 2025 and it is being
amortised over an estimated useful life of 10 years from the date each component is available for use.
A review of costs and accumulated amortisation as part of a transfer of assets within the Group led to
an adjustment of £0.6m between costs and accumulated amortisation. These changes did not affect the
total other intangible assets balance presented on the balance sheet in either 2025 and 2024.
21 Investment in subsidiaries

| Company |
| 2025 | 2024
| £m | £m
Cost |  |
At 1 January | 349.7 | 265.3
Additions | 70.3 | 85.9
Disposals | (78.4) | (1.5)
At 31 December | 341.6 | 349.7
Accumulated impairment losses |  |
At 1 January | 101.8 | 23.7
Charge to the income statement | 17.2 | 78.5
Disposals | (78.4) | (0.4)
At 31 December | 40.6 | 101.8
Net book value at 31 December | 301.0 | 247.9
Net book value at 1 January | 247.9 | 241.6

The additions in 2025 relate to: (i) a £60m subscription for Additional Tier 1 (AT1) capital issued by
Vanquis Bank Limited following the Group’s external issuance of AT1 in October 2025 which has been
accounted for as a £60m contribution made by the Company in Provident Financial Holdings Limited;
(ii) £10m due the transfer of the investment in Provfin Limited from another Group company as part
of a Group reorganisation, in advance of those companies being placed into members’ voluntary
liquidation; and (ii) £0.3m additions (2024: disposal £1.1m) in relation to the movement in share
options/awards provided to the subsidiary employees. Under IFRS 2, the fair value of the share
options/awards issued is required to be treated as a capital contribution and an investment in the
relevant subsidiary, net of any share options/awards that have vested.
The movements in 2024 reflect steps taken to make two non-trading companies solvent in advance
of them entering members’ voluntary liquidation. This included the subscription of £3.2m of shares
in Yes Car Credit Limited and £75.2m of shares in Provident Yes Car Credit Limited, both of which
were subsequently impaired based on the value of the underlying assets of the companies.
Additions in 2024 also included steps taken to increase the investment value of Provident Financial
Holdings Limited by £7.5m as part of the transfer of trade and assets of its subsidiary, PFG Corporate
Services Limited, to Vanquis Bank Limited .
173 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
The net retirement benefit asset recognised in the balance sheet of the Group and the Company is
as follows:

|  |  | Group and Company |
| 2025 |  | 2024 |
| £m | % | £m | %
Equities | 45.0 | 10 | 63.7 | 14
Corporate bonds | 152.1 | 34 | 46.6 | 10
Government bonds | 241.8 | 54 | 316.8 | 70
Cash and money market funds | 7.1 | 2 | 26.6 | 6
Total fair value of scheme assets | 446.0 | 100 | 453.7 | 100
Present value of funded defined benefit obligation | (439.6) |  | (425.9) |
Net retirement benefit asset recognised in the balance sheet | 6.4 |  | 27.8 |

The Company and the pension trustees have agreed a low-risk investment strategy that involves
hedging the inflation and interest rate risks associated with the liabilities of the pension scheme,
whilst also holding a modest allocation to growth funds, such as equities. This position is reviewed
periodically by the trustees, which consult the Company as part of this process.
The valuation of the retirement benefit asset has decreased from £27.8m at 31 December 2024 to
£6.4m at 31 December 2025. A high-level reconciliation of the movement is as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Pension asset as at 1 January | 27.8 | 38.2
Cash contributions made by the Group | 0.8 | 0.8
Return on assets being held to meet pension obligations in excess of discount rate | (5.5) | (54.6)
Change in demographic assumptions | (9.2) | (0.9)
(Decrease)/increase in discount rate used to discount future liabilities | (1.7) | 48.2
Change in inflation rate used to forecast pensions | 5.8 | (4.5)
Actuarial/membership experience | (11.5) | 0.2
Other | (0.1) | 0.4
Pension asset as at 31 December | 6.4 | 27.8

22 Retirement benefit asset
(a) Pension schemes – defined benefit
The retirement benefit asset reflects the difference between the present value of the Group’s
obligation to current and past employees to provide a defined benefit pension and the fair value of
assets held to meet that obligation. As at 31 December 2025, the fair value of the assets exceeded
the obligation and hence a net pension asset has been recorded.
The Group operates a defined benefit scheme, the Provident Financial Staff Pension Scheme.
The scheme is of the funded, defined benefit type. It is now also closed to future accrual.
The scheme provides pension benefits that were accrued on a final salary and, more recently, on a
cash balance basis. It was fully closed to future accrual in 2021 and benefits are no longer linked to
final salary, although accrued benefits are subject to statutory inflationary increases.
The scheme is a UK registered pension scheme under UK legislation. The scheme is governed by a
Trust Deed and Rules, with trustees responsible for the operation and governance of the scheme.
The trustees work closely with the Group on funding and investment strategy decisions. The most
recent actuarial valuation of the scheme was carried out as at 1 June 2024 by a qualified independent
actuary. The valuation used for the purposes of IAS 19 Employee Benefits has been based on the
results of the 2024 valuation to take account of the requirements of IAS 19 in order to assess the
liabilities of the scheme at the balance sheet date. Scheme assets are stated at fair value as at the
balance sheet date.
The Group is entitled to a refund of any surplus, subject to tax, if the scheme winds up after all
benefits have been paid. As a result, the Group recognises surplus assets under IAS 19.
The Group is exposed to a number of risks, the most significant of which are as follows:
5 Investment risk – the liabilities for IAS 19 purposes are calculated using a discount rate set
with reference to corporate bond yields. If the assets underperform this yield a deficit will arise.
The scheme has a long-term objective to reduce the level of investment risk by investing in assets
that better match liabilities.
5 Change in bond yields – a decrease in corporate bond yields will increase the liabilities, although
this will be partly offset by an increase in matching assets.
5 Inflation risk – some of the liabilities are linked to inflation. If inflation increases then liabilities
will increase, although this will be partly offset by an increase in assets. As part of a long-term
de-risking strategy, the scheme has increased its portfolio in inflation matched assets.
5 Life expectancies – the scheme’s final salary benefits provide pensions for the rest of members’
lives (and for their spouses’ lives). If members live longer than assumed, then the liabilities in
respect of final salary benefits increase.
174 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
The principal actuarial assumptions used at the balance sheet date were as follows:

|  | Group and Company
| 2025 | 2024
| % | %
Price inflation – RPI | 2.85 | 3.20
Price inflation – CPI | 2.30 | 2.75
Rate of increase to pensions in payment | 2.80 | 3.00
Inflationary increases to pensions in deferment | 2.20 | 2.75
Discount rate | 5.50 | 5.55

The pension increase assumption shown above applies to pensions increasing in payment each year
in line with RPI up to 5%. Pensions accrued prior to 2000 are substantially subject to fixed 5%
increases each year. In deferment, increases prior to retirement are linked to CPI.
The mortality assumptions are based on the Self-Administered Pension Scheme (SAPS) series 4 tables
(2024: SAPS series 3 tables):
5 female non-pensioners: 110% of the ‘Middle’ table (2024: 105% of the ‘Middle’ table);
5 male non-pensioners: 113% of the ‘Middle’ table (2024: 105% of the ‘Middle’ table);
5 female pensioners: 110% of the ‘Middle’ table (2024: 102% of the ‘Middle’ table); and
5 male pensioners: 99% of the ‘All’ table (2024: 99% of the ‘All’ table).
The above multipliers and table types were chosen following a study of the scheme’s membership.
Where the multiplier is greater than 100%, this reflects a shorter life expectancy within the scheme
compared to average pension schemes, with the opposite being true where the multiplier is less than
100%. Also, the use of the ‘Middle’ table typically leads to slightly lower life expectancy compared to
using the corresponding ‘All’ table.
Future improvements in mortality are based on the Continuous Mortality Investigation (CMI) 2024
model with a long-term trend of 1.00% p.a., the core parameters for the initial addition and smoothing
parameter. All other available parameters for the mortality improvements model were adopted at
the default (core) level.
Under these mortality assumptions, the life expectancies of members are as follows:

| Male |  | Female |
| 2025 | 2024 | 2025 | 2024
Group and Company | years | years | years | years
Current pensioner aged 65 | 21.5 | 21.2 | 23.0 | 23.0
Current member aged 45 from age 65 | 21.5 | 21.2 | 24.2 | 24.0

22 Retirement benefit asset continued
(a) Pension schemes – defined benefit continued
The amounts recognised in the income statement were as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Administration costs and taxes | (1.6) | (1.3)
Interest on scheme liabilities | (23.0) | (21.7)
Interest on scheme assets | 24.5 | 23.4
(Charge)/credit recognised in the income statement | (0.1) | 0.4

The (charge)/credit recognised in the income statement of the Group and the Company has been
included within operating costs.
Movements in the fair value of scheme assets were as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Fair value of scheme assets at 1 January | 453.7 | 512.9
Interest on scheme assets | 24.5 | 23.4
Actuarial movement on scheme assets | (5.5) | (54.6)
Contributions by the Group/Company | 0.8 | 0.8
Net benefits paid out | (27.5) | (28.8)
Fair value of scheme assets at 31 December | 446.0 | 453.7

The Group contributions over 2026 are expected to be £1.3m.
Movements in the present value of the defined benefit obligation were as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Present value of the defined benefit obligation at 1 January | (425.9) | (474.7)
Administration costs and taxes | (1.6) | (1.3)
Interest on scheme liabilities | (23.0) | (21.7)
Actuarial movement – experience | (11.5) | 0.2
Actuarial movement – demographic assumptions | (9.2) | (0.9)
Actuarial movement – financial assumptions | 4.1 | 43.7
Net benefits paid out | 27.5 | 28.8
Present value of the defined benefit obligation at 31 December | (439.6) | (425.9)

The liabilities of the scheme are based on the current value of expected benefit payments over the
next 80 years. The weighted average duration of the scheme liabilities is approximately 11 years
(2024: 12 years).
175 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
The experience adjustments for the net retirement benefit asset is as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Fair value of scheme assets | 446.0 | 453.7
Present value of funded defined benefit obligation | (439.6) | (425.9)
Retirement benefit asset recognised in the balance sheet | 6.4 | 27.8
Experience (losses)/gains on scheme assets: |  |
– amount (£m) | (5.5) | (54.6)
– percentage of scheme assets (%) | (1.2) | (12.0)
Experience losses/(gains) on scheme liabilities: |  |
– amount (£m) | 11.5 | (0.2)
– percentage of scheme liabilities (%) | 2.6 | —

In June 2023, the UK High Court issued a ruling in the case of Virgin Media Limited v NTL Pension
Trustees II Limited and others relating to the validity of certain historical pension changes. This was
subject to appeal in 2024 and the original ruling was upheld. The Group has determined there to be
no impact on the pension scheme as a result of the ruling.
(b) Pension schemes – defined contribution
The Group operates a Group Personal Pension Plan into which Group companies contribute a
proportion of pensionable earnings of the member (typically ranging between 5.1% and 10.6%)
dependent on the proportion of pensionable earnings contributed by the member through a salary
sacrifice arrangement (typically ranging between 3% and 8%). The assets of the scheme are held
separately from those of the Group and Company.
The Group also operates a separate pension scheme for auto-enrolment into which the Company
and subsidiaries contribute a proportion of qualifying earnings of the member of 4%. The assets of
the scheme are held separately from those of the Group or the Company. The pension charge in the
consolidated income statement represents contributions paid by the Group in respect of these plans
and amounted to £5.7m for the year ended 31 December 2025 (2024: £6.9m). Contributions made by
the Company amounted to £0.9m (2024: £2.0m). £0.8m of contributions were payable to the fund at
the year end (2024: £nil).
The Group contributed £nil in 2025 into individual personal pension plans in the year (2024: £nil).
22 Retirement benefit asset continued
(a) Pension schemes – defined benefit continued
The table below shows the sensitivity on the defined benefit obligation (not including any impact on
assets) of changes in the key assumptions. Depending on the scenario, there would also be
compensating asset movements.

|  | Group and Company
| 2025 | 2024
| £m | £m
Discount rate decreased by 0.5% | 24.3 | 24.4
Inflation increased by 0.1% | 2.1 | 2.2
Life expectancy increased by one year | 18.4 | 16.4

The actual return on scheme assets compared to the expected return is as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Interest on scheme assets | 24.5 | 23.4
Actuarial movement on scheme assets | (5.5) | (54.6)
Actual return on scheme assets | 19.0 | (31.2)

Actuarial gains and losses are recognised through other comprehensive income in the period in which
they occur.
An analysis of the amounts recognised in the statement of other comprehensive income is as follows:

|  | Group and Company
| 2025 | 2024
| £m | £m
Actuarial movement on scheme assets | (5.5) | (54.6)
Actuarial movement on scheme liabilities | (16.6) | 43.0
Total movement recognised in other comprehensive income in the year | (22.1) | (11.6)
Cumulative movement recognised in other comprehensive income | (182.0) | (159.9)

176 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
Group Company

|  | 2025 |  | 2024 |  | 2025 |  | 2024
| Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities
Fair value of derivatives | £m | £m | £m | £m | £m | £m | £m | £m
Derivatives in hedge |  |  |  |  |  |  |  |
accounting relationships |  |  |  |  |  |  |  |
Fair value portfolio hedges |  |  |  |  |  |  |  |
Interest rate swaps |  |  |  |  |  |  |  |
Fixed to floating | — | (0.5) | — | — | — | — | — | —
Floating to fixed | 0.2 | — | — | — | — | — | — | —
Total derivatives in portfolio fair value hedging |  |  |  |  |  |  |  |
relationships | 0.2 | (0.5) | — | — | — | — | — | —
Individual fair value hedges |  |  |  |  |  |  |  |
Fixed to floating | 0.1 | (3.0) | — | — | — | (0.4) | — | —
Floating to fixed | 1.5 | — | — | (1.3) | 1.5 | — | — | (1.3)
Total derivatives in hedge |  |  |  |  |  |  |  |
accounting relationships | 1.8 | (3.5) | — | (1.3) | 1.5 | (0.4) | — | (1.3)
Other derivatives |  |  |  |  |  |  |  |
Interest rate swaps | 2.1 | (2.6) | — | (0.5) | 2.2 | — | 0.6 | (0.4)
Total recognised |  |  |  |  |  |  |  |
derivative assets/ |  |  |  |  |  |  |  |
(liabilities) | 3.9 | (6.1) | — | (1.8) | 3.7 | (0.4) | 0.6 | (1.7)

23 Derivative financial instruments
The Group enters into derivative financial instruments, primarily interest rate swaps, exclusively for
risk management purposes. These instruments are used to mitigate specifically identified interest rate
risks arising from recognised assets and liabilities. The Group does not engage in derivative trading.
The Group is counterparty to 24 (2024: 10) derivative financial instruments.
All derivatives are recognised on the balance sheet at fair value using valuation techniques based
on observable market data. The Group applies standard discounted cash flow methodologies, using
externally sourced SONIA yield curves and OIS discount factors. Where the criteria under IAS 39
are met, hedge accounting is applied. Where derivatives form part of an economic hedging strategy
but do not qualify for hedge accounting, they are measured at fair value through profit or loss.
The Group designates:
5 Portfolio fair value hedges of interest rate risk
5 Fair value hedges of specific financial assets or liabilities
In 2025, the Group entered into three new categories of interest rate swaps, all of which are
designated in hedge accounting relationships:
1) To diversify excess liquidity investments, the Group began purchasing UK Government Bonds (Gilts).
Interest rate risk arising from these holdings was managed through par-to-par interest rate swaps
with terms aligned to the underlying gilts. As at 31 December 2025, 12 such swaps were in place.
2) Following growth in the Second Charge Mortgage portfolio, the Group entered into six interest
rate swaps to manage the associated interest rate risk.
3) The Group also transacted two external deposit swaps to manage interest rate risk arising
from retail customer deposit balances.
As result of AT1 issuance in October 2025, £58.5m of Tier 2 capital was repaid and the notional of the
Tier 2 swap was reduced by the same amount.
During the year, all internal retail deposit swaps were fully settled. All externally facing derivatives
held by Vanquis Banking Group plc were novated to Vanquis Bank Limited in December 2025 at the
prevailing market value on the date of transfer, resulting in no impact to the income statement.
The analysis below distinguishes between derivatives accounted for as fair value hedges and those
measured at fair value through profit or loss .
177 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued

|  | Group |  |  |  |  | Company |
|  | 2025 |  | 2024 | 2025 |  |  | 2024
| Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities
Hedged items | £m | £m | £m | £m | £m | £m | £m | £m
Monetary amount of risk relating to Fair value portfolio hedges |  |  |  |  |  |  |  |
Second Charge Mortgages | 59.0 | — | — | — | — | — | — | —
Retail deposits | — | (150.0) | — | — | — | — | — | —
Total hedged items in portfolio hedges | 59.0 | (150.0) | — | — | — | — | — | —
Individual fair value hedges |  |  |  |  |  |  |  |
Gilts | 250.0 | — | — | — | — | — | — | —
Tier 2 | — | (141.5) | — | (200.0) | — | (141.5) | — | (200.0)
Total derivatives in hedge |  |  |  |  |  |  |  |
accounting relationships | 250.0 | (141.5) | — | (200.0) | — | (141.5) | — | (200.0)

Macro fair value hedges
The Group applies macro fair value hedge accounting to portfolios of fixed-rate Second Charge
Mortgages and fixed-rate retail deposits.
The hedged items represent designated portions of these portfolios allocated to defined repricing
time buckets. The hedged risk is exposure to changes in fair value attributable to movements in the
designated benchmark interest rate (SONIA).
Interest rate swaps are used as hedging instruments.
The hedge ratio is determined by reference to the interest rate risk position within each repricing time
bucket. The amount designated as hedged reflects the proportion of the interest rate risk exposure
that the Group chooses to hedge in line with its asset and liability management strategy.
An economic relationship exists because changes in the fair value of the designated portion of the
portfolios attributable to movements in the benchmark rate are expected to be offset by changes in
the fair value of the swaps.
Sources of hedge ineffectiveness may include:
5 behavioural assumptions, including mortgage prepayment risk and early withdrawal of deposits;
5 differences between expected and actual repricing profiles;
5 basis differences between contractual product rates and the designated benchmark rate;
5 yield curve shape changes;
5 differences in yield curve construction or interpolation methodologies used in the valuation of
hedged items and hedging instruments.
23 Derivative financial instrument continued

|  | Group |  |  |  |  | Company |
|  | 2025 |  | 2024 |  | 2025 |  | 2024
| Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities
Notional value of derivatives | £m | £m | £m | £m | £m | £m | £m | £m
Derivatives in hedge |  |  |  |  |  |  |  |
accounting relationships |  |  |  |  |  |  |  |
Fair value portfolio hedges |  |  |  |  |  |  |  |
Interest rate swaps |  |  |  |  |  |  |  |
Fixed to floating | — | 59.0 | — | — | — | — | — | —
Floating to fixed | 150.0 | — | — | — | — | — | — | —
Total derivatives in portfolio fair value |  |  |  |  |  |  |  |
hedging relationships | 150.0 | 59.0 | — | — | — | — | — | —
Individual fair value hedges |  |  |  |  |  |  |  |
Fixed to floating | 35.0 | 273.5 | — | — | — | 58.5 | — | —
Floating to fixed | 200.0 | — | — | 200.0 | 200.0 | — | — | 200.0
Total derivatives in hedge |  |  |  |  |  |  |  |
accounting relationships | 385.0 | 332.5 | — | 200.0 | 200.0 | 58.5 | — | 200.0
Other derivatives |  |  |  |  |  |  |  |
Interest rate swaps | 289.2 | 297.7 | — | 296.4 | 400.0 | 58.5 | 70.0 | 356.4
Total derivative notional | 674.2 | 630.2 | — | 496.4 | 600.0 | 117.0 | 70.0 | 556.4

The associated fair value adjustment for hedged risk and the balance sheet balance this is included
against is outlined below:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Fair value adjustment for hedged risk | £m | £m | £m | £m
On amounts receivable from customers (note 14) | 0.2 | (0.9) | — | —
On bank and other borrowings (note 28) | 0.2 | 2.5 | 0.2 | 2.5
On investment securities (note 13) | 1.3 | — | — | —
On retail deposits (note 28) | (0.2) | — | — | —

The tables below set out the carrying amounts of hedged items in fair value hedge relationships at
year end. The amounts represent the monetary exposure to interest rate risk designated as the
hedged item for each relationship.
178 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
23 Derivative financial instrument continued
Micro fair value hedges
The Group designates individual fixed-rate instruments in micro fair value hedge relationships. These
include Tier 2 borrowings and UK Government bonds (Gilts).
The hedged risk is exposure to changes in fair value attributable to movements in the designated
benchmark interest rate (SONIA).
Interest rate swaps are used as hedging instruments.
The hedge ratio is determined by aligning the nominal amount of the swap with the principal amount
of the hedged instrument. The Group generally applies a 1:1 hedge ratio, consistent with its risk
management strategy.
An economic relationship exists because changes in the fair value of the hedged instrument
attributable to the benchmark rate are expected to be offset by changes in the fair value of the
swap. This relationship is assessed using discounted cash flow modelling based on observable
market yield curves.
Sources of hedge ineffectiveness may include:
5 differences between the contractual coupon and the designated benchmark rate;
5 timing differences in cash flows or reset dates;
5 differences in yield curve construction or interpolation methodologies.
The total Group hedge ineffectiveness in 2025 was £nil (2024: £nil).
Had hedge accounting not been applied, the Group would have recognised a total charge of £0.5m
(2024: £1.3m) in the income statement reflecting the movement in the derivative.
Swaps not designated in hedge accounting relationships
The Group also holds certain interest rate swaps that are not currently designated in hedge
accounting relationships.
The securitisation Balance Guarantee Swap (front BGS) was originally entered into to hedge interest
rate risk within the securitisation special purpose vehicle (SPV). It resized in line with changes in the
size and expected maturity profile of the underlying loan portfolio.
The front BGS was previously designated in a portfolio fair value hedge relationship under IAS 39. Hedge
accounting was discontinued in September 2022. Since discontinuation, the swap has not been designated
in a hedge relationship and changes in fair value are recognised directly in the income statement.
The cumulative fair value hedge adjustment recognised up to the date of discontinuation is being
amortised over the remaining life of the underlying receivables. The unamortised balance of £0.2m
(2024: £0.9m) is included within amounts receivable from customers (note 14).
The Group entered into a corresponding Balance Guarantee Swap (back BGS) specifically to offset
the front BGS on consolidation. The front BGS addressed a risk present in the SPV financial
statements that does not exist at consolidated Group level. Accordingly, no hedge accounting is
applied to either instrument in the consolidated financial statements .
24 Deferred tax
Deferred tax is a future tax liability or asset resulting from temporary differences between the
accounting value of assets and liabilities and their value for tax purposes or from tax losses carried
forward at the reporting date. No expiry date applies to these losses.
Deferred tax arises primarily in respect of: (a) property, plant and equipment that is depreciated on a
different basis for tax purposes; (b) the Group’s retirement benefit asset; (c) Vanquis Bank’s investment
in the preference shares in Visa Inc, which are recognised at fair value for accounting purposes but
which are taxed only on disposal; (d) the opening balance sheet adjustments to restate the IAS 39
balance sheet to an IFRS 9 basis for which tax deductions are typically available over 10 years; and
(e) other temporary differences including: (i) deductions for employee share awards that are recognised
differently for tax purposes; (ii) certain cost provisions for which tax deductions are only available
when the costs are paid; (iii) the opening balance sheet adjustment in respect of the change of
accounting treatment of directly attributable acquisition costs in Vanquis Bank, which is taxable over
10 years; (iv) the opening balance sheet adjustment in respect of the adoption of IFRS 16 (Leases)
which is deductible over the average period of the relevant leases; (v) the balance guaranteed swap
entered into as part of the Vehicle Finance securitisation; and (vi) certain intangible fixed asset
additions where tax deductions have been accelerated.
179 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
24 Deferred tax continued
In addition, a deferred tax liability is recognised in respect of the acquisition of Snoop relating to the
intangible asset in respect of software development costs, which are amortised in future periods but
for which tax deductions are not available. The deferred tax liability recognised at 31 December 2023
relating primarily to the broker relationships intangible asset acquired as part of the Vehicle Finance
purchase unwound during 2024.
Deferred tax balances have been measured at the mainstream corporation tax rate of 25% except to
the extent the temporary differences of the Cards business on which deferred tax has been calculated
are expected to reverse when profits from Cards are forecast to be above the bank corporation tax
surcharge threshold of £100m, in which case deferred tax will be measured at the combined
mainstream corporation tax rate (25%) and bank corporation tax surcharge rate (3%) of 28%.
The movement in the deferred tax balance during the year can be analysed as follows:
Group
Company
Asset/(liability)
2025
£m
2024
£m
2025
£m
2024
£m
At 1 January 25.0 8.4 (5.6) (7.8)
(Charge)/credit to the income statement (0.5) 13.7 (0.6) (0.7)
Transfer to other Group companies — — (0.3) —
Credit to other comprehensive income 5.5 2.9 5.5 2.9
At 31 December 30.0 25.0 (1.0) (5.6)

|  |  |  | 2025 |  |  |
| Accelerated |  |  |  | Retirement | Other |
| capital | Visa | Tax |  | benefit | temporary |
| allowances | shares | losses | IFRS 9 | obligations | differences | Total
Group – asset/(liability) | £m | £m | £m | £m | £m | £m | £m
At 1 January | 2.7 | (0.5) | 19.5 | 14.6 | (7.0) | (4.3) | 25.0
Credit/(charge) to the income statement | 0.5 | (0.1) | 1.6 | (4.9) | (0.1) | 2.5 | (0.5)
Credit to other comprehensive income | — | — | — | — | 5.5 | — | 5.5
At 31 December | 3.2 | (0.6) | 21.1 | 9.7 | (1.6) | (1.8) | 30.0

|  |  |  | 2024 |  |  |
| Accelerated |  |  |  | Retirement | Other |
| capital | Visa | Tax |  | benefit | temporary |
| allowances | shares | losses | IFRS 9 | obligations | differences | Total
Group – asset/(liability) | £m | £m | £m | £m | £m | £m | £m
At 1 January | 1.4 | (1.4) | 1.9 | 19.6 | (9.6) | (3.5) | 8.4
Credit/(charge) to the income statement | 1.3 | 0.9 | 17.6 | (5.0) | (0.3) | (0.8) | 13.7
Credit to other comprehensive income | — | — | — | — | 2.9 | — | 2.9
At 31 December | 2.7 | (0.5) | 19.5 | 14.6 | (7.0) | (4.3) | 25.0

There was no impact on the deferred tax asset in 2025 or 2024 due to changes in UK tax rates.
Deferred tax assets on losses and other temporary differences
Deferred tax assets comprise deferred tax assets on carried forward losses of £21.1m (2024: £19.5m)
and deferred tax assets on temporary differences of £8.9m (2024: £5.5m). These have been recognised
on the basis that the Group’s detailed forecasts for the three years to 31 December 2028 and the less
detailed forecasts for 2029 and 2030 in the corporate plan approved by the Board in January 2026
show that there are expected to be sufficient taxable profits available in future periods against which
the carry forward of losses can be utilised after taking into account the reversal of the temporary
differences and the Group loss restriction rules, which restrict the extent to which carried forward
losses can be offset against Group taxable profits in any particular accounting period. No expiry
date applies to these losses.
At 31 December 2025, there were £31.7m (2024: £31.7m) of pre-acquisition carried forward UK tax
losses in Snoop for which a deferred tax asset has not been recognised as there are restrictions that
apply to the utilisation of pre-acquisition tax losses and therefore the offset against future profits is
not sufficiently certain at this stage.
No deferred tax asset has been recognised in respect of the Group’s capital losses carried forward
of £378.0m (2024: £123.0m) as it is not probable that future chargeable gains will be realised against
which these losses can be utilised. No expiry date applies to these losses.
180 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
24 Deferred tax continued
Deferred tax assets on losses and other temporary differences continued
An analysis of the deferred tax liability for the Company is set out below:

|  | 2025 |  |
| Accelerated | Other | Retirement |
| capital | temporary | benefit |
| allowances | differences | obligations | Total
Company – asset/(liability) | £m | £m | £m | £m
At 1 January | 0.4 | 1.0 | (7.0) | (5.6)
(Charge)/credit to the income statement | — | (0.5) | (0.1) | (0.6)
Transfer to other Group companies | (0.4) | 0.1 | — | (0.3)
Credit to other comprehensive income | — | — | 5.5 | 5.5
At 31 December | — | 0.6 | (1.6) | (1.0)
|  | 2024 |  |
| Accelerated | Other | Retirement |
| capital | temporary | benefit |
| allowances | differences | obligations | Total
Company – asset/(liability) | £m | £m | £m | £m
At 1 January | 0.3 | 1.5 | (9.6) | (7.8)
(Charge)/credit to the income statement | 0.1 | (0.5) | (0.3) | (0.7)
Transfer to other Group companies | — | — | — | —
Credit to other comprehensive income | — | — | 2.9 | 2.9
At 31 December | 0.4 | 1.0 | (7.0) | (5.6)

There was no impact on the deferred tax liability in 2025 or 2024 due to the changes in UK tax rates.
25 Trade and other payables

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Trade payables | 17.3 | 6.1 | 1.5 | 0.5
Amounts owed to Group undertakings | — | — | 9.7 | 14.5
Other payables including taxation and social security | 6.7 | 5.1 | 0.2 | 2.9
Accruals | 27.8 | 34.9 | 1.8 | 3.0
Total trade and other payables | 51.8 | 46.1 | 13.2 | 20.9

The amounts owed to Group undertakings are unsecured and accrue interest at rates linked to SONIA.
Included within accruals are £1.8m (2024: £8.1m) of Finance Ombudsman Service (FOS) case fees for
amounts payable on cases.
26 Provisions
Group – 2025
Provisions
Vehicle
Finance
redress
£m
Customer
compliance
£m

|  |  | Dilapidations | Redundancy | Others | Total
|  |  | £m | £m | £m | £m
At 1 January | — | 7.4 | 6.4 | 1.3 | 0.4 | 15.5
Created in the year | 3.0 | 12.7 | 0.2 | — | — | 15.9
Reclassified in the year | — | 0.4 | — | — | (0.4) | —
Utilised in the year | — | (15.8) | (1.0) | (1.0) | — | (17.8)
Released in the year | — | (2.9) | (2.6) | (0.2) | — | (5.7)
At 31 December | 3.0 | 1.8 | 3.0 | 0.1 | — | 7.9

|  |  |  | Group – 2024 |  |  |
| Customer |  |  |  | Legal |  |
| compliance | Dilapidations | Redundancy | Scheme | settlement | Others | Total
Provisions | £m | £m | £m | £m | £m | £m | £m
At 1 January | 3.5 | 0.2 | — | 1.0 | — | 1.1 | 5.8
Created in the year | 16.0 | 6.2 | 6.2 | — | 1.5 | 0.1 | 30.0
Reclassified in the year | — | — | — | — | (1.4) | — | (1.4)
Utilised in the year | (12.1) | — | (4.9) | — | — | (0.6) | (17.6)
Released in the year | — | — | — | (1.0) | (0.1) | (0.2) | (1.3)
At 31 December | 7.4 | 6.4 | 1.3 | — | — | 0.4 | 15.5

|  |  |  | Company |  |
|  | 2025 |  |  | 2024 |
| Redundancy | Dilapidations | Total | Redundancy | Dilapidations | Total
Provisions | £m | £m | £m | £m | £m | £m
At 1 January | 0.3 | 5.3 | 5.6 | — | — | —
Created in the year | — | 0.2 | 0.2 | 2.5 | 5.3 | 7.8
Transferred in the year | (0.2) | (0.7) | (0.9) |  |  |
Utilised in the year | — | (1.1) | (1.1) | (2.2) | — | (2.2)
Released in the year | (0.1) | (2.6) | (2.7) | — | — | —
At 31 December | — | 1.1 | 1.1 | 0.3 | 5.3 | 5.6

181 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
26 Provisions continued
Vehicle Finance redress: £3.0m (2024: £nil)
The Group Vehicle Finance redress provision relates to the FCA consultation on a motor finance
compensation scheme announced in October 2025. This provision is the result of several probability
weighted scenarios and includes the operational cost of outreach, implementation and execution of
the scheme. Assuming the proposed base case redress calculation within the consultation, including
an estimate of 85% of eligible consumers taking part in the scheme and simple interest applied at 1%
above the base rate, the estimated costs would be £7.0m. Refer to material accounting policy
information on page 150 for further details.
Customer compliance: £1.8m (2024: £7.4m)
The customer remediation provision reflects expected costs associated with general customer
compliance matters, encompassing both customer redress obligations and related FOS fees. The
provision increased temporarily during 2024 due to a rise in unmerited claims submitted by CMCs
however, the implementation of the revised FOS charging structure in 2025 has resulted in a material
reduction in such claims and associated costs.
Dilapidations: £3.0m (2024: £6.4m); Company: £1.1m (2024: £5.3m)
Dilapidations provisions being held for all properties. The £2.6m (2024: £nil) release relates to the
cessation of the No1 Godwin Street lease where lower expected costs were incurred when the
property was vacated.
Redundancy: £0.1m (2024: £1.3m); Company: £nil (2024: £0.3m)
Costs expected to be paid out as part of redundancy programmes during the year.
Other: £nil (2024: £0.4m)
This predominantly relates to smaller provisions held.
Legal settlement: £nil (2024: £nil)
Amounts were recognised in 2024 for an expected settlement with a third party. The amount was
agreed and the provision transferred to accruals in advance of being settled in early 2025.
The Scheme of Arrangement (the Scheme): Group: £nil (2024: £nil); Company: £nil (2024: £nil)
Customer settlements in relation to the Scheme of Arrangement commenced in 2022. All remaining
provision was released in 2024 and the Scheme closed.
27 Lease liabilities
A maturity analysis of the lease liabilities is shown below:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Due within one year | 5.0 | 12.5 | — | 4.7
Due between one and five years | 15.0 | 13.7 | — | 3.2
Due in more than five years | 3.2 | 9.0 | — | 4.8
Total | 23.2 | 35.2 | — | 12.7
Unearned finance cost | (2.0) | (2.7) | — | (1.4)
Total lease liabilities | 21.2 | 32.5 | — | 11.3

Right of use assets are disclosed in note 18.
Lease payments for the Group of £10.7m (2024: £12.7m) include: (i) capital repayments of £10.0m
(2024: £9.7m); (ii) interest of £0.7m (2024: £3.0m); and (iii) short-term lease cash outflows of £nil
(2024: £nil). At 31 December 2025, the Group is also committed to £nil (2024: £nil) for short-term leases.
Total cash outflows for the Company amounted to £3.5m (2024: £5.2m) and include: (i) capital
repayments of £3.3m (2024: £3.0m); and (ii) interest of £0.2m (2024: £2.2m).
182 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
A reconciliation of the movement in retail deposits is set out below:

| 2025 | 2024
Group | £m | £m
At 1 January | 2,428.2 | 1,950.5
Funds received | 1,627.2 | 1,107.5
Capitalised and accrued interest | 64.8 | 51.9
Withdrawals | (1,100.5) | (681.7)
At 31 December | 3,019.7 | 2,428.2

(c) Maturity profile

|  |  |  | The maturity of retail deposits and borrowings, together with the maturity of facilities, is as follows:
|  | 2025 |  | 2024
| Borrowing |  | Borrowing
| facilities |  | facilities
| available | Borrowings | available | Borrowings
Group | £m | £m | £m | £m
Repayable: |  |  |  |
On demand (uncommitted) | 531.4 | 531.4 | 377.1 | 377.1
In less than one year | 1,860.0 | 1,860.0 | 1,462.9 | 1,462.9
Between one and two years | 672.4 | 672.4 | 621.4 | 621.4
Between two and five years | 123.2 | 123.2 | 143.6 | 143.6
In more than five years | 141.5 | 141.5 | 200.0 | 200.0
Accrued interest | — | 39.5 | — | 37.8
Arrangement fees | — | (0.6) | — | (2.1)

Total Group 3,328.5 3,367.4 2,805.0 2,840.7
Retail deposits and borrowings are stated after deducting £0.6m (2024: £2.1m) of unamortised
arrangement fees and the addition of accrued interest of £39.5m (2024: £37.8m).

|  | 2025 | 2024 |
| Borrowing |  | Borrowing |
| facilities |  | facilities |
| available | Borrowings | available | Borrowings
Company | £m | £m | £m | £m
Repayable: |  |  |  |
On demand (uncommitted) | — | — | — | —
In less than one year | — | — | — | —
Between one and two years | — | — | — | —
Between two and five years | — | — | — | —
In more than five years | 141.5 | 141.5 | 200.0 | 200.0
Accrued interest | — | 5.9 | — | 8.2
Arrangement fees | — | (0.6) | — | (1.0)
Total Company | 141.5 | 146.8 | 200.0 | 207.2

28 Borrowings
Group
Company
2025
£m
2024
£m
2025
£m
2024
£m
Retail deposits 3,019.7 2,428.2 — —
Fair value adjustment for hedged risk (note 23) 0.2 — — —
Total retail deposits 3,019.9 2,428.2 — —
Bank and other borrowings 347.7 412.5 146.8 207.2
Fair value adjustment for hedged risk (note 23) (0.2) (2.5) (0.2) (2.5)
Total 347.5 410.0 146.6 204.7
Total reported retail deposits and borrowings 3,367.4 2,838.2 146.6 204.7
(a) Facilities and borrowings
A breakdown of retail deposits and borrowings is shown below:
Group
2025
£m
2024
£m
Retail deposits: 2,985.9 2,398.9
– accrued interest 33.6 29.3
Total retail deposits (note (b)) 3,019.7 2,428.2
Bank and other borrowings:
– Vehicle Finance securitisation (note (e)) 200.0 200.0
– Tier 2 (note (f)) 141.5 200.0
– central bank facilities (note (g)) — 5.0
– bank overdrafts 0.9 1.1
– accrued interest 5.9 8.5
– arrangement fees (0.6) (2.1)
Total bank and other borrowings 347.7 412.5
Total retail deposits and borrowings 3,367.4 2,840.7
(b) Retail deposits
Vanquis Bank Limited is a PRA-regulated bank and is majority funded through retail deposits. As at
31 December 2025, £3,019.7m (2024: £2,428.2m) of term, ISA, notice and Easy Access account deposits
had been taken. The deposits in issue at 31 December 2025 have been issued at rates of between
0.4% and 6.2% .
183 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
The Group makes drawings under the Indexed Long-Term Repo (ILTR) programme from time to time
for liquidity purposes. Drawings under the ILTR have a maturity of six months on drawdown and a
rate of interest set in an auction process. At 31 December 2025 the Group had no (2024: £5.0m)
ILTR drawings.
(h) Undrawn committed borrowing facilities
The Group and Company had no undrawn committed borrowing facilities at the end of 2025 or 2024.
(i) Weighted average interest rates and periods to maturity
The weighted average interest rate and the weighted average period to maturity of the Group and
Company’s fixed-rate retail deposits and borrowings are as follows:

|  | Group |  |  |  |  | Company |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
| Weighted | Weighted | Weighted | Weighted | Weighted | Weighted | Weighted | Weighted
| average | average | average | average | average | average | average | average
| interest | period to | interest | period to | interest | period to | interest | period to
| rate | maturity | rate | maturity | rate | maturity | rate | maturity
| % | years | % | years | % | years | % | years
Sterling | 4.8 | 1.4 | 5.0 | 1.2 | 8.9 | 6.0 | 8.9 | 7.0

(j) Fair values
The fair values of the Group and Company’s retail deposits and borrowings are compared to their
book values as follows:

|  | Group 2025 |  | Company 2025
| Book value | Fair value | Book value | Fair value
| £m | £m | £m | £m
Retail deposits | 3,019.9 | 2,986.3 | — | —
Bank loans and overdrafts | 0.9 | 0.9 | — | —
Securitisation | 200.0 | 202.7 | — | —
Tier 2 | 146.6 | 150.0 | 146.6 | 150.0
Central bank facilities | — | — | — | —
Total | 3,367.4 | 3,339.9 | 146.6 | 150.0

|  | Group 2024 |  | Company 2024
| Book value | Fair value | Book value | Fair value
| £m | £m | £m | £m
Retail deposits | 2,428.2 | 2,400.4 | — | —
Bank loans and overdrafts | 1.1 | 1.1 | — | —
Securitisation | 200.0 | 199.1 | — | —
Tier 2 | 204.7 | 168.8 | 204.7 | 168.8
Central bank facilities | 4.2 | 4.2 | — | —
Total | 2,838.2 | 2,773.6 | 204.7 | 168.8

All the above numbers include interest, fees and fair value adjustment for hedged risk .
28 Borrowings continued
(c) Maturity profile continued
As at 31 December 2025, the weighted average period to maturity of the Group’s committed facilities,
including retail deposits, was 0.9 years (2024: 1.3 years) and for the Company’s committed facilities
was 6.0 years (2024: 7.0 years). Excluding retail deposits, the weighted average period to maturity of
the Group’s committed facilities was 3.4 years (2024: 4.7 years).
(d) Interest rate and currency profile
The interest rate exposure on retail deposits and borrowings is as follows:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Fixed | 1,669.6 | 1,644.7 | 146.8 | 207.2
Floating | 1,697.8 | 1,196.0 | — | —
Total | 3,367.4 | 2,840.7 | 146.8 | 207.2

All retail deposits and borrowings are in sterling; therefore, there is no foreign exchange exposure in
the current or prior year.
(e) Vehicle Finance securitisation
The Group renegotiated the bilateral securitisation facility in December 2024; the facility has a
12-month amortisation period (if not refinanced) commencing in June 2026 and an ultimate maturity
date in June 2027.
(f) Tier 2
On 7 October 2021, the Group issued Tier 2 subordinated bonds for a total amount of £200m. The
bonds have a 10.25-year maturity that is callable at the Group’s discretion between five and 5.25
years, and that pays a coupon of 8.875%. The issuance was written from the Group’s £2bn EMTN
programme. On 2 October 2025 following a tender offer, £58.5m of the Tier 2 subordinated bonds
were purchased by the Company for cash and subsequently cancelled leaving a total remaining in
aggregate principal amount of £141.5m outstanding.
(g) Central bank facilities
In January 2021, Vanquis Bank Limited, via a special purpose entity, issued a series of asset backed
floating rate notes as part of the securitisation of Credit Card receivables. The senior notes issued in
the transaction have been rated AAAsf/Aaa(sf)/AAAsf by Fitch Ratings, Kroll Bond Rating Agency
and Standard & Poor’s, respectively, and the bonds are listed on the London Stock Exchange.
During the year, the Group has utilised facilities provided by the Bank of England through its Sterling
Monetary Framework. These facilities enable either funding on or off-balance sheet liquidity to be
provided to Vanquis Bank Limited on the security of eligible collateral, currently in the form of
designated pools of the Bank’s notes described above, with the amount available based on the
value of the security given, subject, where appropriate, to a haircut .
184 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued

|  |  | 2024 |
| Items held | Amortised | Non-financial |
| at FVTPL | cost | assets/liabilities | Total
Group | £m | £m | £m | £m
Assets |  |  |  |
Cash and cash equivalents | — | 1,003.9 | — | 1,003.9
Investment securities | — | — | — | —
Amounts receivable from customers | — | 2,153.7 | — | 2,153.7
Trade and other receivables | — | 41.6 | 30.9 | 72.5
Investments | 2.3 | — | — | 2.3
Current tax asset | — | — | 3.9 | 3.9
Property, plant and equipment | — | — | 7.1 | 7.1
Right of use assets | — | — | 16.4 | 16.4
Goodwill | — | — | 1.2 | 1.2
Other intangible assets | — | — | 61.5 | 61.5
Retirement benefit asset | — | — | 27.8 | 27.8
Deferred tax assets | — | — | 25.0 | 25.0
Total assets | 2.3 | 3,199.2 | 173.8 | 3,375.3
Liabilities |  |  |  |
Trade and other payables | — | 41.0 | 5.1 | 46.1
Provisions | — | — | 15.5 | 15.5
Lease liabilities | — | 32.5 | — | 32.5
Retail deposits | — | 2,428.2 | — | 2,428.2
Bank and other borrowings | — | 410.0 | — | 410.0
Derivative financial instruments | 1.8 | — | — | 1.8
Total liabilities | 1.8 | 2,911.7 | 20.6 | 2,934.1

29 Financial instruments
(a) Classification and measurement
The following table sets out the carrying value of the Group’s financial assets and liabilities in
accordance with the categories of financial instruments set out in IFRS 9. Assets and liabilities outside
the scope of IFRS 9 are shown within non-financial assets/liabilities:

|  |  | 2025 |
| Items held | Amortised | Non-financial |
| at FVTPL | cost | assets/liabilities | Total
Group | £m | £m | £m | £m
Assets |  |  |  |
Cash and balances at central banks | — | 804.5 | — | 804.5
Investment securities | — | 254.6 | — | 254.6
Amounts receivable from customers | — | 2,691.5 | — | 2,691.5
Trade and other receivables | — | 32.2 | 29.0 | 61.2
Investments | 2.4 | — | — | 2.4
Current tax asset | — | — | 0.9 | 0.9
Property, plant and equipment | — | — | 8.0 | 8.0
Right of use assets | — | — | 12.1 | 12.1
Goodwill | — | — | 1.2 | 1.2
Other intangible assets | — | — | 65.0 | 65.0
Derivative financial instruments | 3.9 | — | — | 3.9
Retirement benefit asset | — | — | 6.4 | 6.4
Deferred tax assets | — | — | 30.0 | 30.0
Total assets | 6.3 | 3,782.8 | 152.6 | 3,941.7
Liabilities |  |  |  |
Trade and other payables | — | 45.1 | 6.7 | 51.8
Provisions | — | — | 7.9 | 7.9
Lease liabilities | — | 21.2 | — | 21.2
Retail deposits | — | 3,019.9 | — | 3,019.9
Bank and other borrowings | — | 347.5 | — | 347.5
Derivative financial instruments | 6.1 | — | — | 6.1
Total liabilities | 6.1 | 3,433.7 | 14.6 | 3,454.4

The carrying value for all financial assets represents the maximum exposure to credit risk.
The Group has pledged £796.7m (2024 £839.1m) of receivables as collateral under the securitisation
funding arrangements described in note 28. Trade receivables includes cash placed with banking
counterparties as security against the mark to market exposure on its derivative financial instruments
of £11.8m (2024: £9.4m) and collateral required by Visa to support settlement activity of £11.4m
(2024: £6.5m).
No other assets were pledged as collateral at 31 December 2025 or 31 December 2024 .
185 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued

|  | 2024 |  |
|  |  | Non- |
| Items |  | financial |
| held at | Amortised | assets/ |
| FVTPL | cost | liabilities | Total
Company | £m | £m | £m | £m
Assets |  |  |  |
Cash and cash equivalents | — | 10.5 | — | 10.5
Trade and other receivables | — | 763.6 | 4.8 | 768.4
Property, plant and equipment | — | — | 0.5 | 0.5
Right of use assets | — | — | 7.4 | 7.4
Other intangible assets | — | — | 1.4 | 1.4
Investment in subsidiaries | — | — | 247.9 | 247.9
Retirement benefit asset | — | — | 27.8 | 27.8
Derivative financial instruments | 0.6 | — | — | 0.6
Total assets | 0.6 | 774.1 | 289.8 | 1,064.5
Liabilities |  |  |  |
Trade and other payables | — | 18.0 | 2.9 | 20.9
Provisions | — | — | 5.6 | 5.6
Lease liabilities | — | 11.3 | — | 11.3
Bank and other borrowings | — | 204.7 | — | 204.7
Derivative financial instruments | 1.7 | — | — | 1.7
Current tax liabilities | — | — | 8.2 | 8.2
Deferred tax liabilities | — | — | 5.6 | 5.6
Total liabilities | 1.7 | 234.0 | 22.3 | 258.0

29 Financial instruments continued
(a) Classification and measurement continued
Assets and liabilities outside the scope of IFRS 9 are shown within non-financial assets/liabilities:

|  | 2025 |  |
|  |  | Non- |
| Items |  | financial |
| held at | Amortised | assets/ |
| FVTPL | cost | liabilities | Total
Company | £m | £m | £m | £m
Assets |  |  |  |
Cash and cash equivalents | — | 4.3 | — | 4.3
Trade and other receivables | — | 768.3 | 1.5 | 769.8
Property, plant and equipment | — | — | — | —
Right of use assets | — | — | — | —
Other intangible assets | — | — | — | —
Investment in subsidiaries | — | — | 301.0 | 301.0
Retirement benefit asset | — | — | 6.4 | 6.4
Derivative financial instruments | 3.7 | — | — | 3.7
Total assets | 3.7 | 772.6 | 308.9 | 1,085.2
Liabilities |  |  |  |
Trade and other payables | — | 13.0 | 0.2 | 13.2
Provisions | — | — | 1.1 | 1.1
Lease liabilities | — | — | — | —
Bank and other borrowings | — | 146.6 | — | 146.6
Derivative financial instruments | 0.4 | — | — | 0.4
Current tax liabilities | — | — | 13.9 | 13.9
Deferred tax liabilities | — | — | 1.0 | 1.0
Total liabilities | 0.4 | 159.6 | 16.2 | 176.2

186 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
Transfers between the different levels of the fair value hierarchy would be made when the inputs used
to measure the fair value no longer satisfy the conditions required to be classified in a certain level
within the hierarchy.
Balance guarantee swaps
The securitisation and Group balance guarantee swaps are classed as Level 3 instruments as, whilst
the swaps are linked to SONIA, they have a non-standard repayment curve that is tailored to match
the expected repayment profile of the Vehicle Finance receivables. This is a combination of the
remaining contractual term and an assumption about prepayment rates. Both of these are deemed
to be unobservable inputs with the prepayment rate being the significant input.
A 5% movement on the prepayment rate would not have a material impact on the Group’s and
Company’s profit before tax.
Visa Inc shares
The valuation has been determined using a combination of observable and non-observable inputs.
As the common stock share price of Visa Inc is readily available, this input is deemed to be observable.
However, certain assumptions have been made in respect of the illiquidity adjustment to the share
price and the likelihood of future litigation costs. These inputs are therefore deemed to be significant
unobservable inputs.
The following table sets out their movement during the year:

|  | Group
| 2025 | 2024
| £m | £m
At 1 January | 2.3 | 5.4
Gain recognised in income statement | 0.1 | 1.2
Disposal of investment | — | (4.3)
At 31 December | 2.4 | 2.3

The illiquidity adjustment for the shares still held has been estimated at around 6% and the expected
future litigation costs have been estimated at around 15% of the Visa Inc share price. These assumptions
are consistent with 2024.
The higher the illiquidity and future litigation costs the lower the fair value. A sensitivity to the
unobservable inputs, in isolation, would not have a material impact on the Group’s profit before tax .
29 Financial instruments continued
(b) Fair values of financial assets and liabilities held at fair value
The Group and Company hold certain financial assets and liabilities at fair value, grouped into Levels
1 to 3 of the fair value hierarchy on the degree to which the fair value is observable.
The following financial assets and liabilities are held at fair value:

|  |  | Group |  |  |
|  | 2025 |  |  | 2024 |
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
| £m | £m | £m | £m | £m | £m
Investments held at fair value through P&L: |  |  |  |  |  |
– Visa Inc shares | — | — | 2.4 | — | — | 2.3
Derivatives held at fair value through P&L: |  |  |  |  |  |
– Securitisation balance guarantee swap | — | — | (2.7) | — | — | (0.3)
– Group balance guarantee swap | — | — | 2.1 | — | — | (0.2)
– Tier 2 swap | — | 1.1 | — | — | (1.3) | —
– Investment securities swaps | — | (2.5) | — | — | — | —
– Second Charge Mortgage swaps | — | (0.5) | — | — | — | —
– Deposit swaps | — | 0.2 | — | — | — | —
Total | — | (1.7) | 1.8 | — | (1.3) | 1.8

|  |  |  | Company |  |
|  | 2025 |  |  | 2024 |
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
| £m | £m | £m | £m | £m | £m
Derivatives held at fair value through P&L: |  |  |  |  |  |
– Group balance guarantee swap | — | — | 2.1 | — | — | (0.2)
– Tier 2 swap | — | 1.1 | — | — | (1.3) | —
– Internal deposit swaps | — | — | — | — | 0.4 | —
Total | — | 1.1 | 2.1 | — | (0.9) | (0.2)

Level 1 fair value measurements are those derived from quoted market prices in active markets for
identical assets and liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted market prices
included in Level 1 that are observable for the asset or liability either directly or indirectly. The Tier 2,
Investment securities, Second Charge Mortgage and external deposit swaps, which are over-the-
counter vanilla swaps that are not publicly traded, are classified as Level 2 instruments as their
valuation can be easily reproduced with publicly available information.
Level 3 fair value measurements are those derived from valuation techniques that include inputs for
the asset or liability that are not based on observable market data (unobservable inputs). Visa Inc
shares and the balance guarantee swaps are classified as Level 3 instruments.
187 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
(c) Fair values of financial assets and liabilities not held at fair value
The table below shows the fair value of financial assets and liabilities not presented at fair value in
the balance sheet:

|  | 2025 | 2024 |
| Fair value | Book value | Fair value | Book value
Group | £m | £m | £m | £m
Assets |  |  |  |
Cash and cash equivalents | 804.5 | 804.5 | 1,003.9 | 1,003.9
Investment securities | 254.3 | 254.6 | — | —
Amounts receivable from customers | 2,808.0 | 2,691.5 | 2,488.5 | 2,153.7
Trade and other receivables | 32.2 | 32.2 | 41.6 | 41.6
Total assets | 3,899.0 | 3,782.8 | 3,534.0 | 3,199.2
Liabilities |  |  |  |
Retail deposits | 2,986.3 | 3,019.9 | 2,400.4 | 2,428.2
Bank and other borrowings | 353.6 | 347.5 | 373.2 | 410.0
Trade and other payables | 45.1 | 45.1 | 41.0 | 41.0
Lease liabilities | 21.2 | 21.2 | 32.5 | 32.5
Total liabilities | 3,406.2 | 3,433.7 | 2,847.1 | 2,911.7

|  | 2025 | 2024 |
| Fair value | Book value | Fair value | Book value
Company | £m | £m | £m | £m
Assets |  |  |  |
Cash and cash equivalents | 4.3 | 4.3 | 10.5 | 10.5
Trade and other receivables | 768.3 | 768.3 | 763.6 | 763.6
Total assets | 772.6 | 772.6 | 774.1 | 774.1
Liabilities |  |  |  |
Bank and other borrowings | 150.0 | 146.6 | 168.8 | 204.7
Trade and other payables | 13.0 | 13.0 | 18.0 | 18.0
Lease liabilities | — | — | 11.3 | 11.3
Total liabilities | 163.0 | 159.6 | 198.1 | 234.0

Key considerations in the calculation of fair values of those financial assets and liabilities not presented
at fair value in the balance sheet are set out below. Where there is no significant difference between
carrying value and fair value no additional information has been presented.
The fair value of investment securities is classed as Level 1 as it has been derived using quoted
market prices
29 Financial instruments continued
(b) Fair values of financial assets and liabilities held at fair value continued
Interest rate swaps
The Group is counterparty to 24 external swaps. These swaps are detailed below:
5 Tier 2 swap: transacted to hedge the interest rate risk on the Tier 2 capital;
5 Securitisation balance guarantee swap: transacted to manage the interest rate risk on the
Vehicle Finance securitisation; and
5 Group balance guarantee swap: transacted to reverse the interest rate risk position in the Group
accounts created by the securitisation balance guarantee swap.
5 Investment securities swaps: transacted to hedge interest rate risk of UK government bonds (Gilts);
5 Second Charge Mortgage swaps: transacted to hedge interest rate risk of second-charge
mortgages portfolio;
5 Deposit swaps: transacted to hedge interest rate risk of retail deposits.
The Group balance guarantee swap was transacted at historical rates and, in compensation, the
Group received cash consideration for taking on a liability.
The following table sets out the movement during the year:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
At 1 January | (1.8) | (0.5) | (1.1) | (2.0)
Fair value (loss)/gain recognised in income statement | (0.4) | (1.3) | 4.4 | 0.9
At 31 December | (2.2) | (1.8) | 3.3 | (1.1)

The fair value loss recognised in the Group’s income statement of £0.4m (2024: loss of £1.3m) is before
the application of hedge accounting. The effect of applying hedge accounting resulted in a loss of
£0.5m (2024: gain of £0.2m). The fair value gain recognised in the Company’s income statement of
£4.4m (2024: loss of £0.9m) is before the application of hedge accounting. The effect of applying
hedge accounting resulted in a loss of £2.3m (2024: gain of £2.4m).
The Company accounts do not include the securitisation balance guarantee swap, and therefore do
not benefit from the natural hedging that is achieved on consolidation .
188 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
29 Financial instruments continued
(c) Fair values of financial assets and liabilities not held at fair value continued
The fair value of amounts receivable from customers has been derived by discounting expected
future cash flows (net of collection costs) at the credit risk-adjusted discount rate at the balance
sheet date. They are categorised within Level 3 as the expected future cash flows and discount rate
are deemed to be significant unobservable inputs.
The fair value of retail deposits has been calculated by discounting the expected future cash flows
at the relevant market interest rate yield curves prevailing at the balance sheet date and they are
categorised within Level 3 of the fair value hierarchy as the expected future cash flows are deemed
to be significant unobservable inputs.
Within bank and other borrowings, the Tier 2 capital is classed as Level 1 as it is valued with quoted
market prices. Central bank facilities are floating rate instruments with a fair value equivalent to book
value. The fair value of the securitisation notes was calculated using a discounted cash flow and is
classed as Level 3. Whilst it uses publicly available information for the discount rate, the cash flow
forecast is not publicly available .
30 Share capital

|  | 2025 | 2024
|  | Issued and | Issued and
Group and Company |  | fully paid | fully paid
Ordinary shares of 20 8⁄11p each | – £m | 53.2 | 53.2
| – number (m) | 256.5 | 256.5

The movement in the number of shares in issue during the year was as follows:

| 2025 | 2024
Group and Company | m | m
At 1 January | 256.5 | 256.5
Shares issued pursuant to the exercise/vesting of options and awards | — | —
At 31 December | 256.5 | 256.5

There were 10,870 shares issued under the 2023 SAYE scheme in 2025. There were no shares issued in 2024.
Vanquis Banking Group plc sponsors the Vanquis Banking Group plc 2007 Employee Benefit Trust
(EBT), which is a discretionary trust established for the benefit of the employees of the Group. The
Company has appointed JTC Trust Company (CI) Limited to act as trustee of the EBT. The trustee has
waived the right to receive dividends on the shares it holds. As at 31 December 2025, the EBT held
6,161,954 (2024: 1,020,669) shares in the Company with a nominal value of £1.3m (2024: £0.2m) and a
market value of £7.4m (2024: £0.5m). The shares have been acquired by the EBT to meet obligations
under the Vanquis Banking Group Deferred Bonus Plan and the Vanquis Banking Group Restricted
Share Plan .
31 Share-based payments
The Group issues share options and awards to employees as part of its employee remuneration
packages. The Group operates four equity-settled share schemes: the Long Term Incentive Scheme
(LTIS); the Restricted Share Plan (RSP) and Company Share Option Plan (CSOP); employees’ savings-
related share option schemes typically referred to as Save As You Earn schemes (SAYE); and the
Deferred Bonus Plan (DBP).
When an equity-settled share option or award is granted, a fair value is calculated based on the
share price at grant date, the probability of the option/award vesting, the Group’s recent share price
volatility, and the risk associated with the option/award. A fair value is calculated based on the
value of awards granted and adjusted at each balance sheet date for the probability of vesting
against performance conditions.
The fair value of all options/awards is charged to the income statement on a straight-line basis over
the vesting period of the underlying option/award.
During 2025, awards/options have been granted under the RSP scheme and the SAYE (2024: awards/
options have been granted under the RSP scheme).
Equity-settled schemes
The charge to the income statement in 2025 for equity-settled schemes was £2.3m for the Group
(2024: £2.7m) and £1.0m for the Company (2024: £1.5m).
The fair value per award/option granted and the assumptions used in the calculation of the
equity-settled share-based payment charges for the Group and the Company are as follows:

| 2025 |  | 2024
Group | SAYE | RSP | RSP
Grant date | 9 Oct 2025 | 9 Sep 2025 | 7 May 2024
Share price at grant date (£) | 1.25 | 1.09 | 0.50
Exercise price (£) | 0.94 | — | —
Vesting period (years) | 3 & 5 | 3 | 3
Expected volatility | 58.5%–63.2% | — | —
Award/option life (years) | 3 or 5 | 3 | 3
Expected life (years) | 3 or 5 | 3 | 3
Risk-free rate | 3.7%–3.8% | — | —
Expected dividends expressed as a dividend yield | 4.8%–5.9% | — | —
Fair value per award/option (£) | 0.29–0.30 | 1.12 | 0.48

The expected volatility is based on historical volatility over the last three or five years depending on the
length of the option/award. The expected life is the average expected period to exercise. The risk-free
rate of return is the yield on zero coupon UK Government bonds of a similar duration to the life of the
share option.
189 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
31 Share-based payments continued
Equity-settled schemes continued
A reconciliation of award/share option movements during the year is shown below:

| RSP/CSOP 1 | DBP/PSP 1 | LTIS 1 | SAYE |
|  |  |  |  | Weighted
|  |  |  |  | average
|  |  |  |  | exercise
|  |  |  |  | price
Group | Number | Number | Number | Number | £
Outstanding at 1 January 2025 | 9,155,405 | 664,572 | 2,821,336 | 3,331,381 | 0.93
Awarded/granted | 2,920,840 | — | — | 2,522,601 | 0.94
Lapsed | (1,881,296) | — | — | (801,004) | 1.05
Vested | — | (348,911) | — | — | —
Exercised | (1,077,049) | — | — | (10,870) | 0.87
Outstanding at 31 December 2025 | 9,117,900 | 315,661 | 2,821,336 | 5,042,108 | 0.91
Exercisable at 31 December 2025 | 82,938 | — | — | — | —

1 The RSP/CSOP, DBP/PSP and LTIS schemes all carry a £nil value exercise price.

| RSP/CSOP 1 | DBP/PSP 1 | LTIS 1 | SAYE |
|  |  |  |  | Weighted
|  |  |  |  | average
|  |  |  |  | exercise
|  |  |  |  | price
Group | Number | Number | Number | Number | £
Outstanding at 1 January 2024 | 6,479,601 | 664,572 | 2,821,336 | 5,795,672 | 1.04
Awarded/granted | 5,093,207 | — | — | — | —
Lapsed | (1,660,998) | — | — | (2,464,291) | 1.19
Vested | — | — | — | — | —
Exercised | (756,405) | — | — | — | —
Outstanding at 31 December 2024 | 9,155,405 | 664,572 | 2,821,336 | 3,331,381 | 0.93
Exercisable at 31 December 2024 | 166,038 | — | — | 86,387 | 1.01

1 The RSP/CSOP, DBP/PSP and LTIS scheme awards have a £nil value exercise price.
The amounts included in the RSP/CSOP table reflect the total amount of shares awarded under
both schemes.
Share awards outstanding under the LTIS at 31 December 2025 had an exercise price of £nil (2024:
£nil) and a weighted average remaining contractual life of 1.7 years (2024: 2.7 years). Share options
outstanding under the SAYE schemes at 31 December 2025 had exercise prices ranging from 87p to
284p (2024: 87p to 284p) and a weighted average remaining contractual life of 2.4 years (2024: 0.9
years). Share awards outstanding under the DBP schemes at 31 December 2025 had an exercise price
of £nil (2024: £nil) and a weighted average remaining contractual life of 0.3 years (2024: 0.7 years).
Share awards outstanding under the RSP at 31 December 2025 have an exercise price of £nil (2024:
£nil) and a weighted average remaining contractual life of 1.5 years (2024: 1.6 years). Share awards
outstanding under the CSOP schemes at 31 December 2025 had exercise prices of 259p (2024: 48p to
296p) and a weighted average remaining contractual life of 0.3 years (2024: 1.6 years).

| RSP/CSOP 1 | DBP/PSP 1 | SAYE |
|  |  |  | Weighted
|  |  |  | average
|  |  |  | exercise
|  |  |  | price
Company | Number | Number | Number | £
Outstanding at 1 January 2025 | 6,140,869 | 571,865 | 733,350 | 0.93
Awarded/granted | 2,098,150 | — | 247,004 | 0.94
Lapsed | (1,159,963) | — | (402,017) | 0.99
Vested | — | (256,204) | — | —
Exercised | (778,873) | — | — | —
Transferred | (2,246,002) | — | (578,337) | 0.92
Outstanding at 31 December 2025 | 4,054,181 | 315,661 | — | —
Exercisable at 31 December 2025 | 18,215 | — | — | —

1 The RSP/CSOP and DBP/PSP scheme awards have a £nil value exercise price.
190 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
The AT1 securities carry discretionary, non-cumulative coupons, which are payable semi-annually at a fixed
rate of 10.875% per annum. The Group may elect, at its sole discretion, to cancel any coupon payment
without constituting an event of default. The instruments do not have a fixed maturity date; however,
the Group has an option to redeem them after 1 November 2030, subject to regulatory approval.
The AT1 instruments include a loss absorption feature whereby, upon the occurrence of a trigger
event (being the Group’s Common Equity Tier 1 ratio falling below 7%), the securities will be either
written down or converted into ordinary shares, as specified in the terms and conditions.
The carrying amount of the AT1 instruments at 31 December 2025 was £58.6m (2024: £nil), which
represents the £60m issuance less directly attributable issue costs of £1.4m. There were no other
equity instruments outstanding in the prior year.
33 Related party transactions
The Company recharges the pension scheme referred to in note 22 with a proportion of the costs of
administration and professional fees incurred by the Company. The total amount recharged during
the year was £0.3m (2024: £0.3m) and the Company amount payable to the pension scheme at
31 December 2025 was £nil (2024: £nil).
Details of the transactions between the Company and its subsidiary undertakings, which comprise
management recharges and interest charges on intra-group balances, along with any balances
outstanding at 31 December, are set out below:

|  | 2025 |  |  | 2024 |
| Management | Interest | Outstanding | Management | Interest | Outstanding
| recharge | credit | balance | recharge | credit | balance
Company | £m | £m | £m | £m | £m | £m
Vanquis Bank | 9.5 | (1.0) | 33.8 | 37.5 | (1.9) | 23.2
Moneybarn | 15.0 | — | — | 18.1 | — | —
Provident Financial |  |  |  |  |  |
Holdings | — | (79.9) | 726.3 | — | (63.7) | 729.2
Other central companies | — | 0.2 | (4.5) | (14.1) | 0.3 | (12.7)
Total related party |  |  |  |  |  |
transactions | 24.5 | (80.7) | 755.6 | 41.5 | (65.3) | 739.7

The outstanding balance represents the gross intercompany balance receivable to/(payable by) the
Company. The amounts receivable from Vanquis Bank include £39.0m (2024: £23.0m) in relation to
amounts placed on deposit via Vanquis Bank, with the Bank of England and the year-end
management recharges.
A facility of £100m is provided from the Company via Provident Financial Holdings (PFH), the
intermediate holding company, to its subsidiary Moneybarn No. 1 Limited and £50m and £114m of
facilities were provided directly to PFH from the Company. During 2024 and up to December 2025 a
facility of £85m facility was provided via PFH to PFG Corporate Services Limited until it was placed in
members’ voluntary liquidation. The intercompany loans accrue interest at the Company’s monthly
weighted average cost of funds plus a margin.
31 Share-based payments continued
Equity-settled schemes continued

| RSP/CSOP 1 | DBP/PSP 1 | SAYE |
|  |  |  | Weighted
|  |  |  | average
|  |  |  | exercise
|  |  |  | price
Company | Number | Number | Number | £
Outstanding at 1 January 2024 | 4,286,055 | 571,865 | 1,019,026 | 1.10
Awarded/granted | 3,513,681 | — | — | —
Lapsed | (1,190,461) | — | (285,676) | 1.15
Vested | — | — | — | —
Exercised | (468,406) | — | — | —
Outstanding at 31 December 2024 | 6,140,869 | 571,865 | 733,350 | 0.93
Exercisable at 31 December 2024 | 107,486 | — | 12,587 | 1.43

1 The RSP/CSOP and DBP/PSP scheme awards have a £nil value exercise price.
There were no share options outstanding under the SAYE schemes at 31 December 2025. The awards
had an exercise price of £nil (2024: 87p to 284p) and a weighted average remaining contractual life
of nil years (2024: 0.9 years). Share awards outstanding under the DBP/PSP schemes at 31 December
2025 had an exercise price of £nil (2024: £nil) and a weighted average remaining contractual life of
0.3 years (2024: 0.8 years). Share awards outstanding under the RSP schemes at 31 December 2025
had an exercise price of £nil (2024: £nil) and a weighted average remaining contractual life of 1.3 years
(2024: 1.6 years). Share awards outstanding under the CSOP schemes at 31 December 2025 had exercise
price of 259p (2024: 48p to 296p) and a weighted average remaining contractual life of 0.3 years
(2024: 1.6 years).
32 Other equity instruments

| Group |
| 2025 | 2024
| £m | £m
At 1 January | — | —
Issued in the year | 58.6 | —
Profit attributable to other equity holders | 0.5 | —
Distributions on other equity instruments | (0.5) | —
At 31 December | 58.6 | —

On 1 October 2025, the Group issued Additional Tier 1 (AT1) capital securities with a nominal value
of £60m. These instruments are perpetual, subordinated and classified as equity in accordance with
IAS 32 as they do not contain any contractual obligation to deliver cash or another financial asset.
191 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
33 Related party transactions continued
The net charge to the income statement for both intercompany and investment provisions in 2025 is
£17.2m (2024: £0.2m).
Dividends were received totalling £18.4m (2024: £1.7m) in relation to non-trading and dormant
companies as part of the pre-liquidation steps before the companies were placed into members’
voluntary liquidation. Additionally, PFH approved and paid dividends to the Company totalling
£20.0m (2024: £40.0m) and PFH received equivalent dividends from Vanquis Bank.
There are no transactions with directors other than those disclosed in the Directors’ Remuneration Report.
34 Contingent liabilities
During the ordinary course of business the Group is subject to other complaints and threatened or
actual legal proceedings (including class or group action claims) brought by or on behalf of current
or former employees, customers, investors or third parties. This extends to legal and regulatory reviews,
challenges, investigations and enforcement actions combined with tax authorities taking a view that
is different to the view the Group has taken on the tax treatment in its tax returns. It also extends to
tax authorities taking the view that VAT-exempt supplies received by the Group from UK-based
suppliers should be subject to VAT.
All such material matters are periodically assessed, with the assistance of external professional
advisors, where appropriate, to determine the likelihood of the Group incurring a liability.
In those instances where it is concluded that it is more likely than not that a payment will be made,
a provision is established for management’s best estimate of the amount required at the relevant
balance sheet date.
In some cases it may not be possible to form a view, for example because the facts are unclear or
because further time is needed to properly assess the merits of the case, and no provisions are held
in relation to such matters. However, the Group does not currently expect the final outcome of any
such case to have a material adverse effect on its financial position, operations or cash flows.
35 Reconciliation of profit/(loss) after taxation to cash generated from/
(used in) operations

|  | Group 1 |  | Company 1 |
|  | 2025 | 2024 | 2025 | 2024
| Note | £m | £m | £m | £m
Profit/(loss) after taxation |  | 8.7 | (119.3) | 65.8 | 62.3
Adjusted for: |  |  |  |  |
– tax charge/(credit) | 7 | 0.5 | (17.0) | 14.5 | 10.0
– dividends received | 33 | — | — | (38.3) | (41.7)
– share-based payment charge | 31 | 2.2 | 2.7 | 1.2 | 1.5
– retirement benefit charge/(credit) | 22 | 0.1 | (0.4) | 0.1 | (0.4)
– amortisation of intangible assets | 20 | 10.5 | 16.9 | 0.2 | 0.3
– impairment of intangible assets | 20 | — | 8.5 | — | —
– provisions created in the year | 26 | 15.9 | 30.0 | 0.1 | 7.8
– provisions released in the year | 26 | (5.7) | (1.3) | (2.7) | —
– provisions utilised in the year | 26 | (17.8) | (17.6) | (1.1) | (2.2)
– depreciation of property, plant and equipment and right of use assets | 17, 18 | 6.4 | 7.5 | 1.5 | 1.5
– impairment of right of use assets | 18 | — | 3.5 | — | 2.9
– loss on disposal of property, plant |  |  |  |  |
and equipment | 17 | 0.3 | 0.3 | — | —
– loss on disposal of intangible assets | 20 | 1.2 | — | — | —
– provision for investment impairment | 21 | — | — | 17.2 | 78.5
– provision for intercompany impairment | 15 | — | — | — | (78.3)
– non-cash interest expense |  | (4.0) | (1.8) | (2.9) | 0.5
– derivatives and hedging movements | 23 | 0.4 | (2.5) | (2.1) | (2.4)
– fair value movements on Visa shares | 16 | (0.1) | (1.2) | — | —
– contributions into the retirement benefit scheme | 22 | (0.8) | (0.8) | (0.8) | (0.8)
– goodwill write-off | 19 | — | 71.2 | — | —
Changes in operating assets and liabilities: |  |  |  |  |
– amounts receivable from customers | 14 | (536.6) | 4.4 | — | —
– trade and other receivables | 15 | 10.6 | (16.9) | (61.0) | 136.4
– trade and other payables | 25 | 5.7 | 0.6 | (6.0) | (214.5)
– movement in retail deposits | 28 | 591.5 | 477.7 | — | —
Cash generated from/(used in) operations |  | 89.0 | 444.5 | (14.3) | (38.6)

1 Detail on restatement set out below.
192 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
35 Reconciliation of profit/(loss) after taxation to cash generated from/
(used in) operations continued
The following changes have been made to the line items presented in the statement of cash flows,
with corresponding restatement of the cash flows for the comparative period:
5 Finance income and finance costs are no longer separately disclosed within operating cash flows.
The total amount of interest received (2024: Group: £637.8m; Company: £9.1m) and interest paid
(2024: Group: £103.0m; Company: £8.5m) in the year is now disclosed as a memo item underneath
the statement of cash flows. The Group’s 2024 disclosed total interest received has increased
significantly as it now includes £588.9m of interest received on amounts receivable from customers;
£2.3m has also been removed from this disclosure as it related to non-cash items.
5 As part of this representation, any non-cash interest is now presented as a separate reconciling
item between loss after tax and cash generated from operations. In addition, capitalised
interest on retail deposits is now included as part of the movement in retail deposits line within
this reconciliation.
5 The derivatives and hedging movements line within the reconciliation between loss after tax and
cash generated from operations now solely represents the non-cash movement in the year on
derivatives and hedge accounting adjustments.
5 Group cash outflows in relation to internally generated intangibles have been represented from
operating cash flows to investing cash flows, in line with the nature of the expenditure.
The affected financial statement line items are as follows:

|  | Group |  |  | Company |
| As |  |  | As |  |
| previously |  |  | previously |  |
| presented | Adjustment | Restated | presented | Adjustment | Restated
| £m | £m | £m | £m | £m | £m
Reconciliation of profit/(loss) |  |  |  |  |  |
after tax |  |  |  |  |  |
Finance costs | 145.4 | (145.4) | — | 28.0 | (28.0) | —
Finance income | (47.2) | 47.2 | — | (69.1) | 69.1 | —
Internally generated |  |  |  |  |  |
intangible additions | (12.5) | 12.5 | — | — | — | —
Non-cash interest expense | — | (1.8) | (1.8) | — | 0.5 | 0.5
Derivatives and hedging movement | 1.2 | (3.7) | (2.5) | (4.7) | 2.3 | (2.4)
Trade and other payables | — | — | — | 195.4 | (59.0) | 136.4
Movement in retail deposits | 425.8 | 51.9 | 477.7 | — | — | —
Statement of cash flows |  |  |  |  |  |
Cash flow from operating activities: |  |  |  |  |  |
Cash generated from/(used in) |  |  |  |  |  |
operations | 483.8 | (39.3) | 444.5 | (23.5) | (15.1) | (38.6)
Finance costs paid | (103.0) | 103.0 | — | (31.0) | 31.0 | —
Finance income received | 51.2 | (51.2) | — | 15.9 | (15.9) | —
Cash flows from investing activities: |  |  |  |  |  |
Purchase of intangible assets | — | (12.5) | (12.5) | — | — | —

There is no impact on the income statement, statement of comprehensive income, earnings per share
or balance sheet as a result of these changes.
The above changes were identified following an enquiry from the Corporate Reporting Review Team
of the FRC, as part of its regular review and assessment of the quality of corporate reporting in the
UK. The FRC has confirmed that its enquiries have now been closed.
193 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
35 Reconciliation of profit/(loss) after taxation to cash generated from/
(used in) operations continued
When reviewing the 2024 Annual Report and Accounts, the FRC has made clear the limitations of its
review as follows:
5 its review is based on the 2024 Annual Report and Accounts and does not benefit from detailed
knowledge of the Group’s business or an understanding of the underlying transactions entered into;
5 communications from the FRC provide no assurance that the Group’s 2024 Annual Report and
Accounts are correct in all material respects and are written on the basis that the FRC (including
its officers, employees and agents) accepts no liability for reliance on them by the Group or any
third party, including but not limited to investors and shareholders; and
5 the FRC’s role is not to verify the information provided to it but to consider compliance with
reporting requirements.
The increase in amounts receivable from customers of £536.6m (2024: £4.4m decrease) includes the
non-cash movement in the impairment provision as set out below.

| 2025 | 2024
Group | £m | £m
Cash movement in amounts receivable from customers | (518.4) | 322.9
Non-cash provision movement – allowance account | (18.2) | (318.5)
Net movement in amounts receivable from customers | (536.6) | 4.4

The table below details changes in the Group and Company’s liabilities arising from financing
activities, including both cash and non-cash changes. Liabilities arising from financing activities are
those for which cash flows were, or future cash flows will be, classified in the cash flow statement as
cash flows from financing activities.

| Bank |  |
| and other | Lease |
| borrowings | liabilities |
| (note 28) | (note 27) | Total
Group | £m | £m | £m
1 January 2025 | (410.0) | (32.5) | (442.5)
Cash changes |  |  |
Financing cash flows | 63.5 | — | 63.5
Lease payments | — | 10.0 | 10.0
Non-cash changes |  |  |
Amortised fees | (1.5) | — | (1.5)
Interest paid | 2.6 | 0.7 | 3.3
Included within overdrafts | 0.2 | — | 0.2
Derivatives | (2.3) | — | (2.3)
Lease additions and disposals | — | 0.6 | 0.6
31 December 2025 | (347.5) | (21.2) | (368.7)

| Bank |  |
| and other | Lease |
| borrowings | liabilities |
| (note 28) | (note 27) | Total
Group | £m | £m | £m
1 January 2024 | (582.5) | (40.9) | (623.4)
Cash changes |  |  |
Financing cash flows | 169.0 | — | 169.0
Lease payments | — | 12.7 | 12.7
Non-cash changes |  |  |
Amortised fees | (0.7) | — | (0.7)
Interest paid | 2.3 | (3.0) | (0.7)
Included within overdrafts | 0.4 | — | 0.4
Derivatives | 1.5 | — | 1.5
Lease additions and disposals | — | (1.3) | (1.3)
31 December 2024 | (410.0) | (32.5) | (442.5)

194 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
35 Reconciliation of profit/(loss) after taxation to cash generated from/
(used in) operations continued

| Bank |  |
| and other | Lease |
| borrowings | liabilities |
| (note 28) | (note 27) | Total
Company | £m | £m | £m
1 January 2025 | (204.7) | (11.3) | (216.0)
Cash changes |  |  |
Financing cash flows | 58.5 | — | 58.5
Lease payments | — | 3.3 | 3.3
Non-cash changes |  |  |
Amortised fees | (0.4) | — | (0.4)
Interest paid | 2.3 | 0.2 | 2.5
Included within overdrafts | — | — | —
Derivatives | (2.3) | — | (2.3)
Lease additions and disposals | — | 7.8 | 7.8
31 December 2025 | (146.6) | — | (146.6)

| Bank |  |
| and other | Lease |
| borrowings | liabilities |
| (note 28) | (note 27) | Total
Company | £m | £m | £m
1 January 2024 | (205.7) | (13.6) | (219.3)
Cash changes |  |  |
Financing cash flows | — | — | —
Lease payments | — | 3.4 | 3.4
Non-cash changes |  |  |
Amortised fees | (0.5) | — | (0.5)
Interest paid | — | (0.4) | (0.4)
Included within overdrafts | — | — | —
Derivatives | 1.5 | — | 1.5
Lease additions and disposals | — | (0.7) | (0.7)
31 December 2024 | (204.7) | (11.3) | (216.0)

36 Country-by-Country Reporting
The Capital Requirements (Country-by-Country Reporting) Regulations 2013 came into effect on
1 January 2014 and place certain reporting obligations on financial institutions as defined by EU
Regulation No. 575/2013 (the capital requirements regulation). The objective of the country-by-country
reporting requirements is to provide increased transparency regarding the source of the financial
institution’s income and the locations of its operations.
Vanquis Banking Group plc is a UK registered entity. Details of its subsidiaries are given in note 38
and the activities of the Group are described in the Strategic Report on pages 1 to 17.
The activities of the Group, described as required by the Regulations for the year ended 31 December
2025 were:

| United Kingdom |
| 2025 | 2024
Interest payable on: | £m | £m
Total operating income (including discontinued operations) | 456.0 | 458.6
Profit/(loss) before tax (including discontinued operations) | 9.2 | (136.3)
Corporation tax received | 4.0 | 8.2
Public subsidies received | — | —
Average number of employees | 1,279 | 1,375

37 Post-balance sheet events
There have been no significant events since the balance sheet date that require disclosure in these
financial statements.
195 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Notes to the financial statements continued
38 Details of subsidiary undertakings
The subsidiary undertakings of the Group at 31 December 2025 are shown below. The Company is the
parent or ultimate parent of all subsidiaries and they are all 100% owned by the Group.

| Company
Company name | number
Registered at No. 5 Godwin Street, Bradford BD1 2AH: |
Provident Financial Holdings Limited | 13061852
Provident SPV Limited 1,2 | 12988335
Vanquis Bank Limited 1 | 2558509
N&N Simple Financial Solution Limited 1 | 3803565
Cheque Exchange Limited 1 | 2927947
PFG Corporate Services Limited 1,2 | 13423666
Provfin Limited 2 | 1879771
Provident Financial Group Limited 2 | 194214
Aquis Cards Limited | 7036307
Registered at Athena House, Bedford Road, Petersfield, Hampshire GU32 3LJ: |
Moneybarn No. 1 Limited 1 | 4496573
Duncton Group Limited 1 | 6308608
Moneybarn Group Limited 1,2 | 4525773
Moneybarn Limited 1,2 | 2766324
Registered at 10 Norwich Street, London EC4A 1BD: |
Usnoop Limited 1 | 11797870
Registered at C/O DWF LLP, 2 Semple Street, Edinburgh EH3 8BL: |
Lawson Fisher Limited | SC004758

1 Companies whose immediate parent is not Vanquis Banking Group plc.
2 As part of the continued rationalisation of the Group these companies have been placed into members’ voluntary liquidation.
The following companies act as a vehicle to allow the securitisation of the Moneybarn customer
receivables and Vanquis Bank Limited’s drawings under central bank facilities. These companies are
not owned by Vanquis Banking Group plc but form part of the consolidated Group due to meeting
the requirements of IFRS 10 Consolidated Financial Statements.

| Company
Company name | number
Registered at 8th Floor, 100 Bishopsgate, London, England EC2N 4AG: |
Moneybarn Financing Limited | 12323134

| Company
Company name | number
Registered at 10th Floor, 5 Churchill Place, London, England E14 5HU: |
Oban Cards 2021-1 Holdings Limited | 12754762
Oban Cards 2021-1 PLC | 12757121
Oban Cards Receivables Trustee Limited | 12756504

The following subsidiaries are taking an audit exemption and are therefore exempt from the
requirement to the audit of accounts under section 479A of the Companies Act 2006.

| Company
Company name | number
N&N Simple Financial Solution Limited | 3803565
Usnoop Limited | 11797870
Duncton Group Limited | 6308608
Cheque Exchange Limited | 2927947
Lawson Fisher Limited | SC004758

196 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
APM Method of calculation Relevance
Total income
margin
Total income for the 12 months ended 31 December as a
percentage of average gross receivables.
2025
£m
2024
£m
Total income 454.9 446.4
Average gross receivables 2,495.3 2,207.0
Total income margin (%) 18.2% 20.2%
This measure shows the
returnsfrom customers
beforeimpairment charges
Risk-adjusted
margin
Total income less impairment charges for the 12 months
ended 31 December as a percentage of average gross
receivables.
2025
£m
2024
£m
Total income 454.9 446.4
Impairment (181.1) (185.3)
Risk-adjusted income 273.8 261.1
Average gross receivables 2,495.3 2,207.0
Risk-adjusted margin (%) 11.0% 11.8%
This measure shows the
returnsfrom customers
afterimpairment charges.
Asset yield Interest income received from customers for the 12 months
ended 31 December as a percentage of average
grossreceivables.
2025
£m
2024
£m
Interest income 567.2 549.9
Less: non-customer
interestincome (44.1) (47.2)
Customer interest income 523.1 502.7
Average gross receivables 2,495.3 2,207.0
Asset yield (%) 21.0% 22.8%
This measure shows the
returnsgenerated from
customer receivables to allow
comparison to other banks
andbanking groups.
In addition to statutory results and KPIs reported under International Financial Reporting Standards
(IFRS), the Group provides certain alternative performance measures (APMs). These APMs are used
internally by management and are also deemed helpful in understanding the Group’s performance.
These non-statutory measures should not be considered as replacements for IFRS measures.
Definitions, numerical reconciliations and relevance of APMs presented within this report are set out
below. The definition of these non-statutory measures may not be comparable to similarly titled
measures reported by other companies. All the below APMs are on a continuing operations basis.
2024 KPIs have been represented where required. Refer to material accounting policy information
fordetails.
APM Method of calculation Relevance
Net interest
margin (NIM)
Interest income less interest expense for the 12 months
ended 31 December as a percentage of average
grossreceivables.
2025
£m
2024
£m
Interest income 567.2 549.9
Interest expense (148.8) (142.0)
Net interest income 418.4 407.9
Average gross receivables 2,495.3 2,207.0
NIM (%) 16.8% 18.5%
This measure shows the returns
generated from customers to
allow comparison to other
banks and banking groups.
Net interest
margin
excluding
Second Charge
Mortgages
(2CM)
Interest income less interest expense for the 12 months
ended 31 December (excluding 2CM) as a percentage of
average gross receivables (excluding 2CM).
2025
£m
2024
£m
Net interest income 418.4 407.9
Less: 2CM net interest income (10.6) (1.4)
Net interest income
(excluding2CM) 407.8 406.5
Average gross receivables 2,495.3 2,207.0
Less: 2CM average
grossreceivables (390.6) (69.0)
Average gross receivables 2,104.7 2,138.0
NIM (excluding 2CM) (%) 19.4% 19.0%
This measure shows the returns
generated from customers
(excluding 2CM customers) to
allow comparison to other
banks and banking groups.
Alternative performance measures
197 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
APM Method of calculation Relevance
Return on
tangible
equity(ROTE)
Statutory profit/(loss) attributable to ordinary
shareholders for the 12 months ended 31 December
asa percentage of average tangible equity for the
13months ended 31 December. Average tangible
equity is stated as equity after deducting the Group’s
pension asset, net of deferred tax, intangible assets,
goodwill and AT1 notes net of issue costs.
2025
£m
2024
£m
Profit/(loss) attributable to
ordinary shareholders 8.2 (119.3)
Average tangible equity
Average equity as per balance
sheet 451.2 529.5
Average pension asset (18.0) (33.7)
Average deferred tax on
pension asset 4.5 8.4
Average adjusted equity 437.7 504.2
Average intangible assets (62.5) (65.7)
Average goodwill (1.2) (66.9)
Average AT1 notes (13.5) —
Average tangible equity 360.5 371.6
ROTE 2.3% (32.1)%
This demonstrates how well
theGroup’s returns are
generated from its tangible
equity, removing the impact
ofwhether development has
occurred through organic
orinorganic growth.
APM Method of calculation Relevance
Cost of risk Impairment charges for the 12 months ended 31 December
as a percentage of average gross receivables.
2025
£m
2024
£m
Impairment charges 181.1 185.3
Average gross receivables 2,495.3 2,207.0
Cost of risk (%) 7.3% 8.4%
This measure shows the cost
ofimpairment charges on
customer receivables to allow
comparison to other banks
andbanking groups.
Average gross
receivables
Average of gross customer interest-earning balances for
the 13 months ended 31 December.
2025
£m
2024
£m
Credit Cards 1,367.4 1,312.5
Vehicle Finance 737.3 825.4
Second Charge Mortgages 390.6 69.0
Total average gross receivables 2,495.3 2,207.0
This is used to align the
receivables movement to
thesame period in which the
income statement measures
aregenerated in calculating
performance KPIs.
Cost: income
ratio
Operating costs as a percentage of total income for the
12 months ended 31 December.
2025
£m
2024
£m
Operating costs 265.5 399.1
Total income 454.9 446.4
Cost: income ratio 58.4% 89.4%
This ratio is a measure of
theefficiency of the Group’s
cost base.
Alternative performance measures continued
198 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
APM Method of calculation Relevance
Funding
headroom
Committed bank and debt facilities less borrowings
onthose facilities and amounts committed to further
syndicated bank facility reduction, plus available cash
and liquid resources (see note 28 for more details).
This represents the difference
between the total amount of
committed contractual debt
facilities provided by banks,
bond holders and other lenders
and the amount of funds drawn
on those facilities plus cash held
on deposit.
Liquidity
coverage
ratio (LCR)
A regulatory measure that assesses net 30-day cash
outflows as a proportion of high-quality liquid assets
(HQLA).
This demonstrates the
Group’sability to meet its
short-term liabilities.
Customer
satisfaction
The rate at which surveyed customers were satisfied
(ormore than satisfied) with the service they have
beenprovided.
Tier 1 ratio The ratio of the Group’s Tier 1 capital to the Group’s
risk-weighted assets measured in accordance with the
Capital Requirements Regulation (CRR).
The CET1 ratio is a key measure
of whether a firm has adequate
CET1 to cover the risks
associated with its assets.
Total capital
ratio (TCR)
The ratio of the Group’s total regulatory capital (own
funds) to the Group’s risk-weighted assets measured in
accordance with the CRR.
The Tier 1 ratio is a key measure
of whether a firm has adequate
capital resources to cover the
risks associated with its assets.
Regulatory
capital
Common Equity Tier 1 (CET1) capital is the sum of the
Group’s equity as calculated in accordance with IFRS,
anaccrued foreseeable dividend and regulatory
adjustments. Tier 2 is the sum of capital instruments
meeting the criteria for Tier 2 as set out in the Capital
Requirements Regulation (CRR). Total available
regulatory capital is the sum of these two elements for
the Group (as the Group does not hold any Additional
Tier 1 instruments). The calculation is set out under
capital risk management on page 155.
Alternative performance measures continued
199 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Information for shareholders
Share price
The Company’s shares are listed on the London Stock Exchange under share code ‘VANQ’. The share
price is quoted daily in a number of national newspapers and is available on the Group’s website at
www.vanquis.com/investors.
Tax on dividends
Please refer to HMRC guidance regarding the taxation of dividends paid by the Company.
Registrar
The Company’s registrar is:
MUFG Pension & Market Services
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholder helpline
For information relating to your shares call: +44 (0)371 664 0300
Calls to 0371 are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom are charged at the applicable international rate.
The office is open between 09:00 -17:30, Monday to Friday excluding public holidays in England
andWales.
Investor Centre
The Investor Centre is tailored to meet the specific needs of shareholders and investors. Through
theInvestor Centre shareholders can easily access and manage their holdings overseen by MUFG
Corporate Markets. The Investor Centre is available both as a web portal and a mobile app, allowing
users to manage their holdings form any device at any time. For further information please visit
https://uk.investorcentre.mpms.mufg.com/Login/Login
Dividend ReinvestmentPlan (DRIP)
MUFG Corporate Markets Trustees (UK) Limited offers a Dividend Reinvestment Plan (DRIP)
whereshareholders can acquire shares in the Company by using cash dividends to purchase
additional shares.
For further information write to:
Dividend Reinvestment Plans
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Or Telephone: 0371 664 0381
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK
willbe charged at the applicable international rate. Lines are open between 9.00am and 5.30pm,
Monday to Friday excluding public holidays in England and Wales.
Or email: DRIP.Enquiries@cm.mpms.mufg.com
Or visit the website uk.investorcentre.mpms.mufg.com
Special requirements
A PDF version of the full Annual Report and Financial Statements is available on our website.
200 – Vanquis Banking Group plc Annual Report and Accounts 2025
Governance Financial statements Strategic report Shareholder information
Advisors
Independent auditor
Deloitte LLP
4 Brindley Place
Birmingham
B1 2HZ
Company advisors and stockbrokers
Berenberg
60 Threadneedle Street
London
EC2R 8HP
Panmure Liberum
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Fenchurch Advisory Partners LLP
110 Bishopsgate
London
EC2N 4AY
Solicitors
Clifford Chance LLP
10 Upper Bank Street
London
E14 5JJ
Company details
Registered office and contact details:
Vanquis Banking Group plc
Fairburn House
5 Godwin Street
Bradford
West Yorkshire
England
BD1 2AH
Telephone: +44 (0)1274 351 351
Fax: +44 (0)1274 730 606
Website: www.vanquis.com
Company number
668987
Information for shareholders continued
Vanquis Banking Group plc’s commitment to environmental issues is
reflected in this Annual Report, which has been printed on Magno Satin, an
FSC
®
certified material. This document was printed by Park Communications
using its environmental print technology, which minimises the impact of
printing on the environment, with 99% of dry waste diverted from landfill.
Both the printer and the paper mill are registered to ISO 14001.
Vanquis Banking Group plc Annual Report and Accounts 2025
Vanquis Banking Group
Fairburn House
5 Godwin Street
Bradford
BD1 2AH
United Kingdom
+44 (0)1274 351 351
www.vanquis.com
Company number 668987
View and download the online version here:
www.vanquis.com/investors/annual-report