Company Registration No. 02645354 (England and Wales)
XERETEC OFFICE SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
XERETEC OFFICE SYSTEMS LIMITED
COMPANY INFORMATION
Directors
S J Hawkins
S McDonald
C J Barnes
M Keith
M Correia
(Appointed 12 February 2025)
Secretary
K R Smith
Company number
02645354
Registered office
Ashridge House
Oaklands Park
Fishponds Road
Wokingham
Berkshire
RG41 2FD
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
XERETEC OFFICE SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
XERETEC OFFICE SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report and financial statements 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 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 great results during the year demonstrating diversification success; 3 5% of turnover came 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 Security and Al.

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 slightly from £36.9m to £35.5m. Gross margins also decreased from 35% to 34% and the company generated to a profit before taxation of £160k, falling from a profit before taxation of £320k the previous year as the business continued to invest heavily in the diversification journey. Relationships with suppliers and customers remained strong throughout the period.

As at the balance sheet date the company had a positive cash position of £2.7m and net assets of £3.6m.

Principal risks and uncertainties

The economic climate remains uncertain because of a group of factors including inflation, interest rates and changes from the recent UK budget. These conditions have an impact not just upon the company, 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 company's strategy. Many of these offerings deliver enhanced value to customers in the areas of cost reduction, productivity /​ efficiency improvement, service level improvement, compliance and improving environmental impacts.

This focus not only ensures that the company's offerings have the highest relevance to customers in these uncertain times but also target 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 key business revenue and profit lines. The company prides itself on the value it brings to its customers and that it focusses on disruptive value offerings.

XERETEC OFFICE SYSTEMS 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 company'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 202 5 performance can be summarised as:

Turnover has decreased slightly from £36.9m to £35.5m. Gross margins also decreased from 35% to 34% and the company generated to a profit before taxation of £160k, falling from a profit before taxation of £320k the previous year as the business continued to invest heavily in the diversification journey. Relationships with suppliers and customers remained strong throughout the period.

On behalf of the board

S J Hawkins
S McDonald
Director
Director
15 April 2026
XERETEC OFFICE SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

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

Principal activities

The principal activity of the company continued to be 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 8.

Ordinary dividends were paid amounting to £553,620 (202 4: £553,620). The directors do not recommend payment of a final 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
S McDonald
C J Barnes
M Keith
M Correia
(Appointed 12 February 2025)
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.

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 company and of the profit or loss of the company 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; and

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

XERETEC OFFICE SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -

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.

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.

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
S J Hawkins
S McDonald
Director
Director
15 April 2026
XERETEC OFFICE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XERETEC OFFICE SYSTEMS LIMITED
- 5 -
Opinion

We have audited the financial statements of Xeretec Office Systems Limited (the 'company') for the year ended 31 August 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 August 2025 and of its 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 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 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:

- the 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 OFFICE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XERETEC OFFICE SYSTEMS LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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 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 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 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 irregularities 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 s. 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 OFFICE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XERETEC OFFICE SYSTEMS LIMITED (CONTINUED)
- 7 -

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 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.

Nikolaos Ioannidis (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
16 April 2026
XERETEC OFFICE SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
35,519,870
36,939,420
Cost of sales
(23,356,841)
(24,160,543)
Gross profit
12,163,029
12,778,877
Administrative expenses
(12,002,881)
(12,515,500)
Operating profit
4
160,148
263,377
Interest receivable and similar income
8
26
56,746
Profit before taxation
160,174
320,123
Tax charge
9
(19,603)
(122,695)
Profit for the financial year
140,571
197,428
Total comprehensive income for the year
140,571
197,428

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

XERETEC OFFICE SYSTEMS LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
-
0
-
0
Tangible assets
12
623,998
681,401
623,998
681,401
Current assets
Stocks
13
1,429,107
949,279
Debtors
14
8,251,048
7,959,191
Cash at bank and in hand
2,725,917
3,908,450
12,406,072
12,816,920
Creditors: amounts falling due within one year
15
(9,453,495)
(9,508,697)
Net current assets
2,952,577
3,308,223
Net assets
3,576,575
3,989,624
Capital and reserves
Called up share capital
18
3
3
Profit and loss reserves
3,576,572
3,989,621
Total equity
3,576,575
3,989,624

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 15 April 2026 and are signed on its behalf by:
S J Hawkins
S McDonald
Director
Director
Company registration number 02645354 (England and Wales)
XERETEC OFFICE SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 10 -
Called up share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 September 2023
3
4,345,813
4,345,816
Year ended 31 August 2024:
Profit and total comprehensive income
-
197,428
197,428
Dividends
10
-
(553,620)
(553,620)
Balance at 31 August 2024
3
3,989,621
3,989,624
Year ended 31 August 2025:
Profit and total comprehensive income
-
140,571
140,571
Dividends
10
-
(553,620)
(553,620)
Balance at 31 August 2025
3
3,576,572
3,576,575
XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 11 -
1
Accounting policies
Company information

Xeretec Office Systems Limited (the "company") is a private company limited by shares and incorporated in England and Wales. The registered office is Ashridge House, Oaklands Park, Wokingham, Berkshire, RG41 2FD.

1.1
Basis of preparation

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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. These financial statements have been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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 £1.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash f low and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, 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 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Xeretec Group Limited, its immediate and ultimate parent company. These consolidated financial statements are available from its registered office, Ashridge House, Oaklands Park, Wokingham, Berkshire, RG41 2FD.

In accordance with section 400 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

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

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 12 -
1.3
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.

1.4
Intangible fixed assets - goodwill

Acquired goodwill is written off in equal annual installments over its estimated useful economic life of 3-10 years.

Goodwill brought forward represents:

a) the difference between the amount paid on acquisition of the trade and assets of ROI Digital and the aggregate fair value of its separable net assets at the date of acquisition. The brought forward and carried forward net book value of the relevant goodwill is £nil.

b) the difference between the amount paid on acquisition of the entire issued share capital of Xeretec East Limited (formerly FCBX Limited) and the aggregate fair value of its separable net assets at the date of acquisition. Immediately after the acquisition, the assets of Xeretec East Limited were hived up to Xeretec Office Systems Limited and Xeretec East Limited was then dissolved. The brought forward and carried forward net book value of the relevant goodwill is £nil.

c) the goodwill which was hived up from Xeretec Scotland Limited during the year ended 31 August 2018 when Xeretec Scotland Limited hived up all its trade and assets to Xeretec Office Systems Limited. The brought forward and carried forward net book value of the relevant goodwill is £nil.

Impairment tests on the carrying value of goodwill are undertaken at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

1.5
Tangible fixed assets

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

Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected life, or, if held under a finance lease, over the lease term, whichever is shorter.

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

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 credited or charged to profit or loss.

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 13 -
1.6
Impairment of fixed assets

At each reporting date, the company reviews the carrying amounts of its tangible 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.

1.7
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.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.9
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other debtors, amounts owed by group undertakings, 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 method 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.

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.

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 14 -
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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, 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. A m ounts 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 company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company 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 company.

1.11
Taxation

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

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 15 -
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 when the company has 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.

1.12
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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are held as other creditors.

1.14
Leases
As lessee

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 s asset are consumed.

1.15
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.

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 16 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

The directors consider there to be no key judgements that are material to the company.

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.

Warranty provisions

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.

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 17 -
3
Turnover and other revenue

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

2025
2024
£
£
Turnover analysed by class of business
Printer related products and services
22,440,739
24,724,752
IT related products and services
12,740,577
11,557,660
Equipment rentals
754,735
657,008
35,519,870
36,939,420
Other revenue
Interest income
26
56,746

The total turnover of the company for the year has been derived in the United Kingdom.

4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
14,506
34,095
Fees payable to the company's auditor for the audit of the company's financial statements
21,000
19,800
Depreciation of tangible fixed assets
344,677
271,117
(Profit)/loss on disposal of tangible fixed assets
-
9,646
Amortisation of intangible assets
-
28,529
Operating lease charges
655,246
687,606
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 company
21,000
19,800
XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 18 -
6
Employees

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

2025
2024
Number
Number
Directors
5
4
Sales
45
45
Administrative
70
72
Total
120
121

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
6,553,530
6,624,317
Social security costs
792,092
745,200
Pension costs
497,534
447,811
7,843,156
7,817,328
Redundancy payments made or committed
70,842
-
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
475,230
310,923
Company pension contributions to defined contribution schemes
55,210
24,698
514,235
335,621

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
168,570
142,487
Company pension contributions to defined contribution schemes
12,925
12,617
XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 19 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
26
56,746
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
15,452
91,904
Adjustments in respect of prior periods
(6,565)
-
0
Total current tax
8,887
91,904
Deferred tax
Origination and reversal of timing differences
10,716
30,791
Total tax charge
19,603
122,695

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
160,174
320,123
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
40,044
80,031
Tax effect of expenses that are not deductible in determining taxable profit
353
48,352
Group relief
(15,124)
(564)
Under/(over) provided in prior years
(6,565)
-
0
Depreciation in excess of permanent capital allowances
895
(5,124)
Taxation charge for the year
19,603
122,695
10
Dividends
2025
2024
£
£
Interim paid
553,620
553,620
XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 20 -
11
Intangible fixed assets
Goodwill
£
Cost
At 1 September 2024
1,932,573
Disposals
(1,932,573)
At 31 August 2025
-
0
Amortisation and impairment
At 1 September 2024
1,932,573
Disposals
(1,932,573)
At 31 August 2025
-
0
Carrying amount
At 31 August 2025
-
0
At 31 August 2024
-
0
12
Tangible fixed assets
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 September 2024
220,906
1,614,676
100,377
79,552
2,015,511
Additions
41,344
245,129
801
-
0
287,274
At 31 August 2025
262,250
1,859,805
101,178
79,552
2,302,785
Depreciation and impairment
At 1 September 2024
26,695
1,188,272
39,591
79,552
1,334,110
Depreciation charged in the year
22,625
297,862
24,190
-
0
344,677
At 31 August 2025
49,320
1,486,134
63,781
79,552
1,678,787
Carrying amount
At 31 August 2025
212,930
373,671
37,397
-
0
623,998
At 31 August 2024
194,211
426,404
60,786
-
0
681,401

Included in plant and machinery is print equipment with a cost of £1,854,963 (202 4: £1,609,834), depreciation of £1,481,292 (202 4: £1,183,430) and net book value of £373,671 (202 4: £426,40 4) which generates rental income. The cost of assets acquired during the year for the purpose of leasing to customers was £245,129 (202 4: £176,803). The cost of the assets disposed of during the year that were previously leased to customers was £nil (202 4: £26,728) and the associated depreciation amounted to £nil (202 4: £8,465).

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 21 -
13
Stocks
2025
2024
£
£
Finished goods and goods for resale
1,429,107
949,279
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
6,512,781
6,074,137
Amounts owed by group undertakings
751,785
913,803
Other debtors
80,939
88,822
Prepayments and accrued income
823,791
789,961
8,169,296
7,866,723
Deferred tax asset (note 16)
81,752
92,468
8,251,048
7,959,191
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
5,811,035
6,204,671
Corporation tax
15,426
91,904
Other taxation and social security
560,289
888,341
Other creditors
206,025
262,809
Accruals and deferred income
2,860,720
2,060,972
9,453,495
9,508,697

HSBC Bank Plc holds a fixed and floating charge over the undertaking and all property and assets of the company, present and future. This was created on 9th July 2012.

There exists an unlimited multilateral agreement dated 6 June 2017 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 with respect to group borrowings. As at 31 August 2025, total group bank borrowings amounted to £10,500,000.

On 25th September 2014 the company 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.

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 22 -
16
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Assets
Assets
2025
2024
Balances:
£
£
Deferred capital allowances
55,445
67,902
Provisions
26,307
24,566
81,752
92,468
2025
Movements in the year:
£
Asset at 1 September 2024
(92,468)
Charge to profit or loss
10,716
Asset at 31 August 2025
(81,752)
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
497,534
447,811

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
2,791
2,791
3
3

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

XERETEC OFFICE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 23 -
19
Operating lease commitments
As lessee

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

2025
2024
£
£
Within 1 year
145,531
174,943
Years 2-5
169,150
262,937
314,681
437,880
20
Related party transactions

The company maintains current account balances with its immediate and ultimate parent company, Xeretec Group Limited, as well as with its fellow subsidiary undertakings, Xeretec Ireland Limited, Landscape Printing Systems Limited and First Copy IT Limited. The associated transactions relate to intercompany loans, bank transfers and dividend payments as applicable.

As a result of those transactions, at the year end the company 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 Xeretec Group Holdings Limited).

During the year the company 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.

21
Ultimate controlling party

The immediate and ultimate parent company is Xeretec Group Limited, a company registered in England and Wales.

The smallest and largest group which draws up consolidated financial statements including Xeretec Office Systems Limited, is that headed by Xeretec Group Limited. Copies of the group financial statements are available from its registered office Ashridge House, Oaklands Park, Wokingham, Berkshire, RG41 2FD.

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

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