Company Registration No. 10261433 (England and Wales)
XERETEC GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
XERETEC GROUP LIMITED
COMPANY INFORMATION
Directors
S J Hawkins
C J Barnes
Secretary
S McDonald
Company number
10261433
Registered office
Ashridge House
Oaklands Park
Wokingham
Berkshire
RG41 2FD
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
XERETEC GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10 - 11
Company balance sheet
12
Group statement of changes in equity
13 - 14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
XERETEC GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report for the year ended 31 August 2025.

Fair review of the business

The company is engaged in the supply of assessment services and solutions. These services focus on delivering tangible business outcomes across six main pillars of technology and services to corporate, SME, Graphic Arts and public sector customers. These six areas are Licensing, Cyber Security, Unified Communications, Sourcing of Technology, Digital Workplace Technology and Managed Print.

The company is a strategic partner of over 80 leading Technology Vendors that provide hardware, disruptive software, services and Cloud solutions. These include the likes of Xerox, HP, Microsoft, Lenovo, Apple, Barracuda, Avant, Nexthink and Arctic Wolf.

The directors are satisfied with the performance of the company during the year.

The directors continue to focus on business transformation and obtained impressive results during the year demonstrating growth in profit before tax while achieving over 36% of turnover from the new offerings being taken to market.

The transformation process surrounds utilising the strong platform from being a leading Managed Print Service Provider, to becoming an IT Managed Services provider that remains the leader in Managed Print Services.

The directors are focused on continuing to broaden and improve the services and the value Xeretec brings and delivers to its customers. This is particularly the case in the big growth markets of PC /​​ Laptop Services, Cyber and AI.

The directors are therefore regarding 2024 — 2025 as a year where the benefits of investment in these areas started to show, believing the platform for sustainable long-term growth now exists.

Turnover has decreased from £52.2m to £51.2m due to the absence of large revenue centric contract wins compared to the previous year. Gross margins have remained stable at 33% and profit before tax has increased from £1.7m to £2.4m. Relationships with suppliers and customers remained strong throughout the period.

As at the balance sheet date the group had a positive cash position of £6.4m and net assets of £2.3 m.

Principal risks and uncertainties

The economic climate remains uncertain because of a group of factors including inflation, interest rates, the material NI increases in labour costs and the macro political climate. These conditions have an impact not just upon the group cost base, but also upon customers and their ability /​​​ propensity to acquire new technology software and services.

The relevant risks are being managed and modelled sensibly and there is a core focus on driving sales in the customer offerings developed as part of the group's strategy. Many of these offerings deliver enhanced value to customers in the areas of cost reduction, productivity /​​​ efficiency improvement, service level improvement, improving compliance and improving environmental impacts.

This focus not only ensures that the group's offerings have the highest relevance to customers in these uncertain times, but also that are targeted at the areas of the market where the largest growth opportunities exist.

Outside of this there is a high degree of competition in the marketplace for all the business key revenue and profit lines. The group prides itself on the value it brings to its customers and that it focusses on disruptive value offerings.

XERETEC GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -
Development and performance

The board of directors see the following key priorities to develop and drive performance:

1. Continued focus on maximising the opportunities within the Managed Print Service arena.

2. Continued focus on maximising the opportunities from the new revenue /​​​​ profit streams of Licensing, Cyber Security, Unified Communications, Sourcing of Technology, Digital Workplace Technology and the disruptive solutions that are being brought to market.

3. Adding more disruptive and innovative offerings to the portfolio to help increase sales in new areas and take hold of new market opportunities.

4. Continuing to deliver value and a premium service to the group's customer base.

5. Continuing development of employees to build the talent base foundations from which to grow.

Key performance indicators

The board monitor and review all aspects of the business as a matter of course and through monthly board meetings.

Turnover, gross margins, net profit before tax, cash position and net assets are the key financial performance indicators reviewed by the business.

Further analysis is completed on new revenue /​​​​ profit stream growth, services trends and cost base analysis.

The 2025 performance can be summarised as:

Turnover has decreased from £52.2m to £51.2m due to the absence of large revenue centric contract wins compared to the previous year. Gross margins have remained stable at 33% and profit before tax has increased from £1.7m to £2.4m. Relationships with suppliers and customers remained strong throughout the period.

Promoting the success of the company and group

In performing their duties under s172, the directors of the company have had regard to the matters set out in s172 as follows:

The Board of Xeretec Group Limited (XGL) consider that they have adhered to the requirements of s.172 of the Companies Act 2006 (the "Act") and have, in good faith, acted in a way that they consider would be most likely to promote the success of the company (and the group) for the benefit of its shareholders as a whole and, in doing so, have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision-making.

The reporting legislation around stakeholder engagement is welcomed by the Board and the commentary below sets out our s.172(1) statement. This statement provides details of key stakeholder engagement undertaken by the Board during the year and how this helps the Board to factor potential impacts on stakeholders in the decision-making process.

XGL’s long-term success depends on the support of its key stakeholders. XGL has a clearly defined strategy which is accompanied by a long-term financial plan. The board reviews and updates the strategic plan formally at least annually and progress is monitored on a regular basis with the board and wider management team.

The board make decisions with a long-term view of the sustainability of the business in mind, as evidenced by the ongoing transition from Managed Print provider to IT technology and services provider. This long-term outlook is demonstrated by the recent significant investment in CRM, Order Management and Financial Systems. The business continues to aim for high professional standards which is backed up by internal governance protocols and external certifications. Acting fairly between stakeholders is common practice at XGL and any conflicts of interest are duly disclosed.

The group considers that employees, clients and suppliers, are key to its long-term success.

XERETEC GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

Employees
The Group aims to provide a highly rewarding environment for its people and a platform from which they can grow. The company operates an open-door policy and encourages employee feedback to help achieve continuous improvement. Communication is recognised as critical in the business and updates from the CEO by way of physical delivery, Teams presentations and emails are regular. With offices all over the country XGL takes pride in contributing to several communities and are keen to expand this further.

Customer Relations
XGL always put their customers front and centre of business thinking and processes. We strive to ensure our customers are happy with the service(s) being provided and ensure any queries are dealt with in an open and timely manner. All customers have direct access to a dedicated account manager as well as a centralised helpdesk. Feedback from customers is encouraged particularly through customer success story filming.

Suppliers

XGL see fantastic working relationships with suppliers as fundamental to business success. Suppliers need to provide disruptive customer value add technology, solutions and services. They critically need to support a quick turnaround, stock availability, quality customer service and support with complex implementations. During the year XGL have built relationships with new suppliers who provide disruptive technologies to help their customers achieve strategic goals. XGL take pride in ensuring all suppliers are paid on time.

Environment
XGL have undertaken a project via a third-party provider to calculate its full carbon footprint for scope 1, 2 & 3 emissions. This measurement will identify the emissions hotspots and enable XGL to produce a strong Net-Zero strategy as part of its critical responsibility to climate change. XGL are already on the journey having increased the size of its electric vehicle pool this year and putting a focus on more efficient offices under the guidance of its ISO 14001 membership.

On behalf of the board

S J Hawkins
Director
17 April 2026
XERETEC GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Principal activities

The principal activity of the company is that of a holding company. The principal activity of the group is engaging in the supply of assessment services and solutions. These services focus on delivering tangible business outcomes across six main pillars of technology services to corporate, SME, Graphic Arts and public sector customers. These six areas are Licensing, Cyber Security, Unified Communications, Sourcing of Technology, Digital Workplace Technology and Managed Print.

The company is a strategic partner of over 80 leading Technology Vendors that provide hardware, disruptive software, services and Cloud solutions. These include the likes of Xerox, HP, Microsoft, Lenovo, Apple, Barracuda, Avant, Nexthink and Arctic Wolf.

Results and dividends

The results for the year are set out on page 9.

Interim dividends were paid amounting to £803,648 (2024: £953,620) for the group and £803,648 (2024: £953,620) for the company. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S J Hawkins
C J Barnes
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

None of the subsidiaries of the group breach the large company thresholds as defined by Companies Act 2006 and therefore the directors have opted not to disclose the relevant information in the consolidated accounts as such disclosures are not required at company level. The parent company does not incur such costs and therefore again, no disclosures have been made.

XERETEC GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so with respect to principal risks and uncertainties and development and performance.

On behalf of the board
S J Hawkins
Director
17 April 2026
XERETEC GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XERETEC GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of Xeretec Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2025 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

XERETEC GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF XERETEC GROUP LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the group and company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

   1. Reviewing the controls set in place by management;

   2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

   3. Challenging management assumptions with regard to accounting estimates; and

   4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

XERETEC GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF XERETEC GROUP LIMITED
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Nikolaos Ioannidis (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited
17 April 2026
Chartered Certified Accountants
Statutory Auditor
264 Banbury Road
Oxford
OX2 7DY
XERETEC GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 9 -
Year
Year
ended
ended
31 August
31 August
2025
2024
Notes
£
£
Turnover
3
51,221,758
52,248,493
Cost of sales
(34,110,951)
(34,993,777)
Gross profit
17,110,807
17,254,716
Administrative expenses
(13,921,989)
(14,618,290)
Operating profit
4
3,188,818
2,636,426
Interest receivable and similar income
8
37,883
117,092
Interest payable and similar expenses
9
(803,810)
(999,897)
Unwinding of the discount on deferred payments
(57,486)
(80,086)
Profit before taxation
2,365,405
1,673,535
Tax on profit
10
(581,108)
(564,819)
Profit for the financial year
1,784,297
1,108,716
Other comprehensive income
Revaluation of tangible fixed assets
-
0
167,769
Currency translation differences
51,193
(25,072)
Total comprehensive income for the year
1,835,490
1,251,413
Profit for the financial year is attributable to:
- Owners of the parent company
1,783,186
1,110,276
- Non-controlling interests
1,111
(1,560)
1,784,297
1,108,716
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,834,379
1,252,973
- Non-controlling interests
1,111
(1,560)
1,835,490
1,251,413
The group statement of comprehensive income has been prepared on the basis that all operations are continued operations.
There are no recognised gains and losses other than those passing through the group statement of total comprehensive income.
XERETEC GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 10 -
2025
2024
(as restated)
Notes
£
£
£
£
Fixed assets
Goodwill
12
463,214
651,819
Other intangible assets
12
405,682
-
0
Total intangible assets
868,896
651,819
Tangible assets
13
1,278,518
1,262,027
2,147,414
1,913,846
Current assets
Stocks
16
2,231,084
1,287,747
Debtors falling due after more than one year
18
8,598,506
8,145,718
Debtors falling due within one year
18
11,953,398
11,113,350
Cash at bank and in hand
6,379,676
7,698,331
29,162,664
28,245,146
Creditors: amounts falling due within one year
19
(17,761,907)
(15,693,642)
Net current assets
11,400,757
12,551,504
Total assets less current liabilities
13,548,171
14,465,350
Creditors: amounts falling due after more than one year
20
(11,106,350)
(13,062,936)
Provisions for liabilities
24
(132,750)
(125,185)
Net assets
2,309,071
1,277,229
Capital and reserves
Called up share capital
25
818
818
Revaluation reserve
402,260
402,260
Capital redemption reserve
182
182
Profit and loss reserves
1,816,726
785,995
Equity attributable to owners of the parent company
2,219,986
1,189,255
Non-controlling interests
89,085
87,974
2,309,071
1,277,229
XERETEC GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 AUGUST 2025
31 August 2025
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 17 April 2026 and are signed on its behalf by:
17 April 2026
S J Hawkins
Director
Company registration number 10261433 (England and Wales)
XERETEC GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 12 -
2025
2024
(as restated)
Notes
£
£
£
£
Fixed assets
Investments
14
15,901,229
15,901,229
Current assets
Debtors falling due after more than one year
18
8,545,710
8,091,619
Debtors falling due within one year
18
1,213,053
744,603
Cash at bank and in hand
33,120
504,741
9,791,883
9,340,963
Creditors: amounts falling due within one year
19
(6,473,029)
(5,103,733)
Net current assets
3,318,854
4,237,230
Total assets less current liabilities
19,220,083
20,138,459
Creditors: amounts falling due after more than one year
20
(10,712,666)
(12,528,994)
Net assets
8,507,417
7,609,465
Capital and reserves
Called up share capital
25
818
818
Capital redemption reserve
182
182
Profit and loss reserves
8,506,417
7,608,465
Total equity
8,507,417
7,609,465

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £1,701,600 (2024: £1,503,520) including intercompany dividends of £553,620 (2024: £553,620).

The financial statements were approved by the board of directors and authorised for issue on 17 April 2026 and are signed on its behalf by:
17 April 2026
S J Hawkins
Director
Company Registration No. 10261433
XERETEC GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 13 -
Share capital
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
As restated for the year ended 31 August 2023:
Balance at 1 September 2023
818
234,491
182
994,042
1,229,533
89,534
1,319,067
Impact of prior period adjustment
31
-
-
-
(339,631)
(339,631)
-
(339,631)
As restated
818
234,491
182
654,411
889,902
89,534
979,436
Year ended 31 August 2024:
Profit for the year
-
-
-
1,110,276
1,110,276
(1,560)
1,108,716
Other comprehensive income:
Revaluation of tangible fixed assets
-
167,769
-
-
167,769
-
167,769
Currency translation differences
-
-
-
(25,072)
(25,072)
-
(25,072)
Total comprehensive income for the year
-
167,769
-
1,085,204
1,252,973
(1,560)
1,251,413
Dividends
11
-
-
-
(953,620)
(953,620)
-
(953,620)
Balance at 31 August 2024 - as restated
818
402,260
182
785,995
1,189,255
87,974
1,277,229
XERETEC GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
Share capital
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
- 14 -
Year ended 31 August 2025:
Profit for the year
-
-
-
1,783,186
1,783,186
1,111
1,784,297
Other comprehensive income:
Currency translation differences
-
-
-
51,193
51,193
-
51,193
Total comprehensive income for the year
-
-
-
1,834,379
1,834,379
1,111
1,835,490
Dividends
11
-
-
-
(803,648)
(803,648)
-
(803,648)
Balance at 31 August 2025
818
402,260
182
1,816,726
2,219,986
89,085
2,309,071
XERETEC GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 15 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the year ended 31 August 2023:
Balance at 1 September 2023
818
182
7,398,196
7,399,196
Impact of prior period adjustment
31
-
-
(339,631)
(339,631)
As restated
818
182
7,058,565
7,059,565
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
1,503,520
1,503,520
Dividends
11
-
-
(953,620)
(953,620)
Balance at 31 August 2024 - as restated
818
182
7,608,465
7,609,465
Year ended 31 August 2025:
Profit and total comprehensive income
-
-
1,701,600
1,701,600
Dividends
11
-
-
(803,648)
(803,648)
Balance at 31 August 2025
818
182
8,506,417
8,507,417
XERETEC GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
33
3,856,350
6,550,968
Interest paid
(803,810)
(999,897)
Income taxes paid
(681,673)
(529,743)
Net cash inflow from operating activities
2,370,867
5,021,328
Investing activities
Purchase of trade and assets
12
(504,265)
-
Purchase of intangible assets
(29,704)
-
Purchase of tangible fixed assets
(330,545)
(398,482)
Proceeds on disposal of tangible fixed assets
-
9,925
Deferred consideration paid in respect of past acquisitions
(333,333)
(333,333)
Movements in directors loan account
(46,135)
(138,405)
Interest received
37,883
117,092
Net cash used in investing activities
(1,206,099)
(743,203)
Financing activities
Payment of loan notes
(265,200)
(132,600)
Repayment of bank loans
(1,450,000)
(2,697,059)
Dividends paid to equity shareholders
(803,648)
(953,620)
Net cash used in financing activities
(2,518,848)
(3,783,279)
Net (decrease)/increase in cash and cash equivalents
(1,354,080)
494,846
Cash and cash equivalents at beginning of year
7,698,331
7,219,468
Effect of foreign exchange rates
35,425
(15,983)
Cash and cash equivalents at end of year
6,379,676
7,698,331
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 17 -
1
Accounting policies
Company information

Xeretec Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ashridge House, Oaklands Park, Fishponds Road, Wokingham, Berkshire, RG41 2FD.

The group consists of Xeretec Group Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments and freehold land and buildings at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption in FRS 102 Section 33 and has not disclosed transactions and outstanding balances with and between its wholly owned subsidiary undertakings, Xeretec Ireland Limited, Landscape Printing Systems Limited and First Copy IT Limited.

As permitted by Section 408 Companies Act 2006, the company has not presented its own statement of total comprehensive income and related notes. The profit for the financial year of the parent undertaking is disclosed on the company balance sheet.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent (being this company) of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 18 -
1.2
Basis of consolidation

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Xeretec Group Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

Revenue for goods is recognised at the point of sale which is generally considered to be that of the contract activation date which is the earlier of the installation date and the date the certificate of acceptance was signed by the customer.

Revenue from maintenance and support services is recognised over the contracted term of supply. Turnover from one-off services is recognised when the service is delivered.

Income from the equipment leased to customers is recognised over the length of the rental period. The cost of these assets is shown in the fixed asset note.

Turnover recognised but not invoiced as at the balance sheet date is included in accrued income. Turnover invoiced but not recognisable as at the balance sheet date is included under deferred income.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 19 -
1.5
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of the subsidiary undertakings and businesses, representing any excess/shortfall of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its economic life of 3-10 years. Provision is made for any impairment at the time that it is identified.

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Goodwill: 3-10 years straight line

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 years straight line
Customer contracts
3 years straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings
4% straight line
Leasehold buildings
10 - 20% straight line
Plant and machinery
15 - 40% straight line
Fixtures, fittings & equipment
10 - 33% straight line
Computer equipment
25 - 33% straight line
Motor vehicles
20 - 33% straight line

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 20 -
1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in-first-out (FIFO) method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 22 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

The Group contributes to a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 23 -
1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

For the purpose of preparing consolidated financial statements, the assets and liabilities of foreign subsidiary undertakings are translated at the exchange rates ruling at the balance sheet date. Statement of comprehensive income items are translated at the average exchange rates for the year, unless exchange rates fluctuated significantly in the year, in which case the exchange rates ruling at the dates of the transactions are used. Exchange differences arising are taken to the group's retained earnings.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock valuation and obsolescence

Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in-fist-out (FIFO) method. Estimated selling price less costs to complete and sell, includes, where necessary, provisions for slow moving and obsolete stocks. The estimation of these provisions takes into consideration the forecasted customer demand, the promotional, competitive and economic environment as well as the ageing of stock and the discontinuation of certain product lines by the key suppliers. These variables are monitored by the directors and a provision is in place to mitigate the relevant risks.

Bad debt provision

Having taken into consideration the historic and current level of bad debts, the directors consider it appropriate to have a general bad debt provision in place which is calculated at 1% of trade debtors. The relevant figure is then adjusted accordingly, if it is considered necessary, as a result of significant bad debts and/or due to underlying economic conditions which suggest a higher than normal risk of bad debts.

Useful economic lives of non-current assets

The useful economic lives of non-current assets have been derived from the judgement of the directors, using their best estimate of the write-down period. With respect to the rental print equipment assets included in the tangible fixed assets, the relevant period is considered to be that of the rental agreement. Tangible fixed assets held under finance leases, are written down over the lease term or their useful economic lives, whichever is the shorter.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -
Warranty provision

Warranty provisions are accounted for when there is a contractual obligation for the company to cover the costs of machine repairs and/or replacements. The provisions are based on the estimated cost of parts, labour and/or replacement machines and they are determined on a contract by contract basis.

Freehold property valuation

The fair value of the freehold property has been arrived at on the basis of a valuation carried out by Conway McBeth (a firm of chartered surveyors), who are not connected with the company, as at 30 May 2024. The valuation was carried out on an open market basis (which is considered to be a true reflection of the fair value) in accordance with the RICS accepted practices. The directors do not believe that there has been a material change in the fair value of the property between the valuation date and the year end.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Printer related products and services
31,702,358
33,442,792
IT related products and services
18,567,602
17,919,071
Equipment rentals
951,798
886,630
51,221,758
52,248,493
2025
2024
£
£
Other significant revenue
Interest income
37,883
117,092
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
44,482,949
45,491,319
Europe
6,738,809
6,757,174
51,221,758
52,248,493
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 25 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
27,522
37,544
Depreciation of owned tangible fixed assets
363,840
298,257
Depreciation of tangible fixed assets held under finance leases
1,803
-
Loss on disposal of tangible fixed assets
-
20,620
Amortisation of intangible assets
269,594
418,297
Operating lease charges
687,227
724,685

Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £27,522 (2024: £37,544).

5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
13,000
12,500
Audit of the financial statements of the company's subsidiaries
41,700
37,150
54,700
49,650
For other services
Accountancy and taxation of the company
7,550
7,200
Accountancy and taxation of the company's subsidiaries
13,000
10,550
20,550
17,750
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
5
4
2
2
Sales
62
62
-
-
Administrative
92
98
-
-
159
164
2
2
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
6
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
9,158,551
9,019,612
-
0
-
0
Social security costs
1,016,028
999,945
-
-
Pension costs
634,612
578,732
-
0
-
0
10,809,191
10,598,289
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
187,903
182,070
Company pension contributions to defined contribution schemes
24,672
23,705
212,575
205,775

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024: 1).

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
37,777
117,092
Other interest income
106
-
Total income
37,883
117,092
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
803,810
999,897
10
Taxation
2025
2024
£
£
Current tax
Corporation tax on profits for the current period
561,480
510,211
Adjustments in respect of prior periods
(4,949)
(9,044)
Total current tax
556,531
501,167
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
10
Taxation
2025
2024
£
£
(Continued)
- 27 -
Deferred tax
Origination and reversal of timing differences
24,577
63,652
Total tax charge
581,108
564,819

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
2,365,405
1,673,535
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
591,351
418,384
Tax effect of expenses that are not deductible in determining taxable profit
4,498
111,574
Adjustments in respect of prior years
(4,949)
(9,044)
Depreciation in excess of permanent capital allowances
69,928
90,035
Increase in fair value of freehold property
-
17,900
Effect of overseas tax rates
(79,720)
(64,030)
Taxation charge
581,108
564,819
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
803,648
953,620
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 28 -
12
Intangible fixed assets
Group
Goodwill
Software
Customer contracts
Total
£
£
£
£
Cost
At 1 September 2024
6,378,749
-
0
-
0
6,378,749
Additions
56,971
29,700
400,000
486,671
Disposals
(2,010,341)
-
0
-
0
(2,010,341)
At 31 August 2025
4,425,379
29,700
400,000
4,855,079
Amortisation and impairment
At 1 September 2024
5,726,930
-
0
-
0
5,726,930
Amortisation charged for the year
245,576
7,351
16,667
269,594
Disposals
(2,010,341)
-
0
-
0
(2,010,341)
At 31 August 2025
3,962,165
7,351
16,667
3,986,183
Carrying amount
At 31 August 2025
463,214
22,349
383,333
868,896
At 31 August 2024
651,819
-
0
-
0
651,819

On 14 July 2025 one of the subsidiaries, First Copy IT Limited (formerly known as Xeretec Group Holdings Limited), acquired the trade and certain assets of First Copy Corporation Limited for a total cash consideration of £504,265. The assets acquired comprise customers contracts with a value of £400,000, tangible fixed assets (net of relevant hire purchases liabilities) of £35,821 and stock of £11,473.

Company
Goodwill
£
Cost
At 1 September 2024
604,194
Disposals
(604,194)
At 31 August 2025
-
0
Amortisation and impairment
At 1 September 2024
604,194
Disposals
(604,194)
At 31 August 2025
-
0
Carrying amount
At 31 August 2025
-
0
At 31 August 2024
-
0
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 29 -
13
Tangible fixed assets
Group
Freehold buildings
Leasehold buildings
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 September 2024
581,795
220,904
1,619,898
103,593
2,787
173,150
2,702,127
Additions
-
0
41,344
274,848
801
-
0
49,373
366,366
Exchange adjustments
16,457
-
0
(570)
-
0
-
0
1,880
17,767
At 31 August 2025
598,252
262,248
1,894,176
104,394
2,787
224,403
3,086,260
Depreciation and impairment
At 1 September 2024
3,764
26,695
1,193,847
41,649
997
173,148
1,440,100
Depreciation charged in the year
14,532
22,625
300,573
24,340
830
2,743
365,643
Exchange adjustments
107
-
0
12
-
0
-
0
1,880
1,999
At 31 August 2025
18,403
49,320
1,494,432
65,989
1,827
177,771
1,807,742
Carrying amount
At 31 August 2025
579,849
212,928
399,744
38,405
960
46,632
1,278,518
At 31 August 2024
578,031
194,209
426,051
41,588
22,146
2
1,262,027
The company had no tangible fixed assets at 31 August 2025 or 31 August 2024.
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
13
Tangible fixed assets
(Continued)
- 30 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
30,650
-
0
-
0
-
0

Included in plant and machinery is print equipment with a cost of £1,868,775 (2024: £1,609,834), depreciation of £1,483,746 (2024: £1,183,783) and net book value of £385,029 (2024: £426,051) which generates rental income. The costs of the assets acquired during the year for the purpose of leasing to the customers was £258,941 (2024: £176,690 ).

The cost of the assets disposed of during the year that were previously leased to customers was £nil (2024: £26,728) and the associated depreciation amounted to £nil (2024: £8,465).

The fair value of the freehold property has been arrived at on the basis of a valuation carried out by Conway McBeth (a firm of chartered surveyors), who are not connected with the company, as at 30 May 2024. The valuation was carried out on an open market basis (which is considered to be a true reflection of the fair value) in accordance with the RICS accepted practices. The directors do not believe that there has been a material change in the fair value of the property between the valuation date and the year end. The valuation at that date was €675,000 (£578,031). Had the property not been revalued, its cost would have been stated at £238,177 and its net book value at £172,123.

14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
15,901,229
15,901,229
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2024 and 31 August 2025
15,901,229
Carrying amount
At 31 August 2025
15,901,229
At 31 August 2024
15,901,229
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 31 -
15
Subsidiaries

Details of the company's subsidiaries at 31 August 2025 are as follows:

Name of
Registered office
Nature of business
Class of
% Held
undertaking
shares held
Direct
Indirect
Eduprint Limited
Ashridge House, Oaklands Park, Wokingham, England, RG41 2FD
Dormant
Ordinary
100.00
0
Landscape Holdings Limited
Ashridge House, Oaklands Park, Wokingham, England, RG41 2FD
Dormant
Ordinary
100.00
0
Landscape Printing Systems Limited
Ashridge House, Oaklands Park, Wokingham, England, RG41 2FD
Supply of managed IT equipment
Ordinary
100.00
0
First Copy IT Limited (Formerly known as Xeretec Group Holdings Limited)
Ashridge House, Oaklands Park, Wokingham, England, RG41 2FD
Dormant
Ordinary
100.00
0
Xeretec Ireland Limited
Unit C9, Santry Business Park, Santry, Dublin9, Ireland
Supply of managed IT equipment
Ordinary
100.00
0
Xeretec Office Systems Limited
Ashridge House, Oaklands Park, Wokingham, England, RG41 2FD
Supply of managed IT equipment
Ordinary
99.21
0
Xeretec Scotland Limited
Stonehaven Road, Marywell, Aberdeen, Grampian, Scotland, AB12 4LQ
Dormant
Ordinary
0
100.00
16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
2,231,084
1,287,747
-
0
-
0
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 32 -
17
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
17,531,592
16,446,045
n/a
n/a
Cash at bank and in hand
6,379,676
7,698,331
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
25,107,560
24,836,255
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

18
Debtors
Group
Company
2025
2024
2025
2024
(as restated)
(as restated)
Amounts falling due within one year:
£
£
£
£
Trade debtors
9,965,085
8,997,766
-
0
-
0
Corporation tax recoverable
33,257
-
0
31,096
-
0
Amounts owed by group undertakings
-
-
548,754
-
Other debtors
804,550
857,321
633,203
744,603
Prepayments and accrued income
1,064,043
1,154,788
-
0
-
0
11,866,935
11,009,875
1,213,053
744,603
Deferred tax asset (note 24)
86,463
103,475
-
0
-
0
11,953,398
11,113,350
1,213,053
744,603
Amounts falling due after more than one year:
Other debtors
8,598,506
8,145,718
8,545,710
8,091,619
Total debtors
20,551,904
19,259,068
9,758,763
8,836,222
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 33 -
19
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
(as restated)
(as restated)
Notes
£
£
£
£
Obligations under finance leases
22
18,452
-
0
-
0
-
0
Other borrowings
21
329,020
349,464
329,020
349,464
Trade creditors
9,085,011
7,363,888
59,322
-
0
Amounts owed to group undertakings
-
0
-
0
3,443,130
1,753,117
Corporation tax payable
2,506,241
2,598,126
2,425,766
2,482,701
Other taxation and social security
1,254,457
1,322,197
110,113
119,370
Other creditors
313,274
653,474
83,239
327,781
Accruals and deferred income
4,255,452
3,406,493
22,439
71,300
17,761,907
15,693,642
6,473,029
5,103,733

Included in the company and consolidated other borrowings above is an amount of £282,885 (2024: £257,194) with respect to the current portion of the non-convertible, unsecured and interest free 2022 and 2025 loan notes that were issued in the 2020 financial year. The relevant repayment terms of the 2025 loan notes have been extended to 2029.

HSBC Bank Plc holds a fixed and floating charge over the undertaking and all property and assets of the company and group, present and future.

There exists an unlimited multilateral agreement between First Copy IT Limited (formerly known as Xeretec Group Holdings Limited), Xeretec Group Limited, Xeretec Office Systems Limited, Xeretec Scotland Limited, Landscape Holdings Limited and Landscape Printing Systems Limited. As at 31 August 2025, total group bank loans amounted to £10,500,000.

On 25th September 2014 Xeretec Office Systems Limited signed two Minimum Periodic Rental Agreements ("MPRAs") with Xerox Finance Limited in respect of the leasing of certain equipment. Assets, the subject of the MPRAs, are rented to customers and are subject to Managed Print Service Agreements ("MPSAs"). Pursuant to said agreements the company signed Deeds of Assignment on the same date with Xerox Finance Limited covering all assets which are the subject of the MPSAs and all present and future book debts owing to the company arising out of said MPSAs. Similar agreements were subsequently signed on 13 October 2016, 26 April 2017, 7 June 2017, 29 March 2019 and 21 December 2023.

20
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
21
10,500,000
11,950,000
10,500,000
11,950,000
Other borrowings
21
212,666
495,567
212,666
495,567
Other creditors
-
0
83,427
-
0
83,427
Accruals and deferred income
393,684
533,942
-
0
-
0
11,106,350
13,062,936
10,712,666
12,528,994
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
20
Creditors: amounts falling due after more than one year
(Continued)
- 34 -

The company and consolidated other borrowings relate to the non-current portion of the non-convertible, unsecured and interest free 2025 loan notes that were issued during the 2020 financial year. The relevant repayment terms of the 2025 loan notes have been extended to 2029.

21
Loans
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
10,500,000
11,950,000
10,500,000
11,950,000
Other borrowings
541,686
845,031
541,686
845,031
11,041,686
12,795,031
11,041,686
12,795,031
Payable within one year
329,020
349,464
329,020
349,464
Payable after one year
10,712,666
12,445,567
10,712,666
12,445,567

The above bank loans relate to the revolving credit facility provided by HSBC Bank Plc to Xeretec Group Limited. The revolving credit facility debt is secured via a debenture and is repayable in April 2027. Further details are provided in note 19.

22
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
18,452
-
0
-
0
-
0

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 1 year. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
634,612
578,732

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 35 -
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Deferred capital allowances
7,565
-
55,445
68,193
Revaluations
125,185
125,185
-
-
Provisions
-
-
31,018
35,282
132,750
125,185
86,463
103,475
The company has no deferred tax assets or liabilities
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 September 2024
21,710
-
Charge to profit or loss
24,577
-
Liability at 31 August 2025
46,287
-
25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
703
703
703
703
Ordinary B shares of £1 each
115
115
115
115
818
818
818
818

The Ordinary A and B shares each carry full voting, dividend and capital distribution rights, including on winding up. They do not confer any rights of redemption.

26
Share-based payment transactions

On 17 July 2017 the company set up an Enterprise Management Incentive Plan, whereby rights were granted to certain directors and employees of its subsidiary undertakings for the equity instruments of Xeretec Group Limited. The share options vesting conditions are based on business and personal financial performance targets, none of which has been met to the date that these financial statements were approved. As a result no adjustments have been processed to the financial statements with respect to the plan.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 36 -
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
163,457
181,621
-
-
Between two and five years
169,150
262,937
-
-
332,607
444,558
-
-

28
Events after the reporting date

From the year end to March 2026 the company drew down a net £1,450,000 from the existing revolving credit facility.

29
Related party transactions

Company

Included in company (and group) other borrowings due within one year is an amount owed to a director of £46,135 (2024: £92,270). This balance is unsecured and interest free.

As at the year end the company (and group) owed a director £182,103 (2024: £227,919) of which £47,110 (2024: £46,154) was due within one year. This is in the form of non-convertible, unsecured and interest free 2025 loan notes to be repaid monthly. The relevant repayment terms of the 2025 loan notes have been extended to 2029.

As at the year end the company (and group) is owed £6,459,575 (2024: £6,005,484) by Ivy Windmill Limited which shares a common director and shareholder. Interest of £31,128 (2024: £28,860) has been charged on the loan.

During the period, the company paid dividends of £803,648 (2024: £953,620) to its shareholders.

As at the year end the company is owed £633,203 (2024: £744,603) from Hawkcliff Property Ltd, a company with common directors and shareholders. This loan is interest free and repayable on demand.

The company has taken advantage of the available exemptions in FRS 102 Section 33 and has not disclosed transactions and outstanding balances with its wholly owned subsidiary undertakings Xeretec Ireland Limited, Landscape Printing Systems Limited and First Copy IT Limited.

The company maintains current account balances with its subsidiary undertaking Xeretec Office Systems Limited. The associated transactions relate to payments and receipts for goods and services, management charges, dividends and bank transfers as applicable.

At the year end, the company owed £182,141 (2024: £606,626) to Xeretec Office Systems Limited. This loan was interest free and repayable on demand.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
29
Related party transactions
(Continued)
- 37 -

Group

The Xeretec group companies maintain current account balances with their ultimate parent company and fellow subsidiary undertakings. The associated transactions relate to payments and receipts for goods and services, bank transfers, management charges and amounts for dividend payments as applicable.

As a result of those transactions, at the year end the Xeretec Office Systems Limited was owed £415,235 (202 4: £62,577) by Xeretec Ireland Limited, £98,968 (202 4: £244,600) by Landscape Printing Systems Limited, £182,141 (202 4: £606,626) from Xeretec Group Limited and £55,441 (2024: £nil) from First Copt IT Limited (formerly known as Xeretec Group Holdings Limited).

During the year Xeretec Office Systems Limited paid rent of £125,000 (202 4: £125,000) to Hawkcliff Property Ltd, a company controlled by two of the directors. At the year end the company owed £Nil (202 4: £Nil) to Hawkcliff Property Ltd.

As at the year end Xeretec Ireland Limited was owed £19,380 (2024: £27,836) from a director. The balance is interest free and repayable on demand.

Some of the group companies paid dividends to their immediate intra-group parent companies. Those dividends were eliminated in the consolidated financial statements and while we do not disclose them in detail, the relevant balances can be found in the individual companies' financial statements.

Remuneration of £706,887 (2024: £500,655) was paid to key management personnel.

XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 38 -
30
Controlling party

The director of Xeretec Group Limited, S J Hawkins, is the ultimate controlling party of the company and the group by virtue of his majority shareholding in the company.

31
Non-controlling interest

Non-controlling interest relates to the minority shareholding that Xeretec Group Limited does not control in Xeretec Office Systems Limited.

32
Prior period adjustment

During the year it was identified that the company had not accounted for historic S455 tax liabilities and the corresponding debtor, which is expected to be recoverable from HMRC. In addition, interest had not been accrued on the outstanding liability. This has resulted in a prior year adjustment restating the following:

- Company other debtors within non current debtors from £6,005,484 (as previously reported) to £8,091,619 (as restated).

- Company corporation tax payable within current liabilities from £56,935 (as previously reported) to £2,482,701 (as restated).

- Company opening profit and loss reserves from £7,398,196 (as previousy reported) to £7,058,565 (as restated).

- Group other debtors within non current debtors from £6,059,583 (as previously reported) to £8,145,718 (as restated).

- Group corporation tax payable within current liabilities from £172,360 (as previously reported) to £2,598,126 (as restated).

- Group opening profit and loss reserves from £994,042 (as previousy reported) to £654,411 (as restated).

33
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
1,784,297
1,108,716
Adjustments for:
Taxation charged
581,108
564,819
Finance costs
803,810
999,897
Investment income
(37,883)
(117,092)
(Gain)/loss on disposal of tangible fixed assets
-
20,620
Amortisation and impairment of intangible assets
269,594
418,297
Depreciation and impairment of tangible fixed assets
365,643
298,257
Unwinding the discount on deferred considerations
57,486
80,086
Movements in working capital:
(Increase)/decrease in stocks
(931,864)
1,558,737
(Increase)/decrease in debtors
(1,276,590)
819,819
Increase in creditors
2,240,749
798,812
Cash generated from operations
3,856,350
6,550,968
XERETEC GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 39 -
34
Analysis of changes in net debt - group
1 September 2024
Cash flows
Exchange rate movements
31 August 2025
£
£
£
£
Cash at bank and in hand
7,698,331
(1,354,135)
35,480
6,379,676
Borrowings excluding overdrafts
(12,795,031)
1,753,345
-
(11,041,686)
Obligations under finance leases
-
(18,452)
-
(18,452)
(5,096,700)
380,758
35,480
(4,680,462)
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