Company Registration No. 00324504 (England and Wales)
XRO LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
XRO LIMITED
COMPANY INFORMATION
Directors
R. Pitceathly
A. Davies
Company number
00324504
Registered office
Building 4
Uxbridge Business Park
Sanderson Road
Uxbridge
Middlesex
UB8 1DH
XRO LIMITED
CONTENTS
Page
Directors' report
1
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
XRO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The Company continued to be dormant.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R. Pitceathly
A. Davies
Results and dividends
The Company has not traded, received no income and incurred no expenditure during the financial year. Consequently, the Company has made neither a profit nor a loss during the year.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
On behalf of the board
A. Davies
Director
22 September 2026
XRO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
£m
£m
£m
£m
Fixed assets
Investments
4
1,571
1,571
Current assets
Debtors
5
884
884
Creditors: amounts falling due within one year
6
(2)
(2)
Net current assets
882
882
Total assets less current liabilities
2,453
2,453
Creditors: amounts falling due after more than one year
7
(46)
(46)
Net assets
2,407
2,407
Capital and reserves
Called up share capital
8
126
126
Share premium account
9
1,133
1,133
Capital redemption reserve
1
1
Profit and loss reserves
1,147
1,147
Total equity
2,407
2,407
For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.
Directors' responsibilities:
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 22 September 2026 and are signed on its behalf by:
A. Davies
Director
Company Registration No. 00324504
XRO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£m
£m
£m
£m
£m
Balance at 1 January 2024
126
1,133
1
1,147
2,407
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
Balance at 31 December 2024
126
1,133
1
1,147
2,407
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
Balance at 31 December 2025
126
1,133
1
1,147
2,407
XRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information
XRO Limited is a company limited by shares incorporated and domicile in England and Wales. The registered office is Building 4, Uxbridge Business Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH.
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 amounts in these financial statements are rounded to the nearest £m.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
The Company is electing under FRS 102 paragraph 35.10(m) to retain its accounting policies for reported assets, liabilities and equity at the date of transition to FRS 102 until there is any change to those balances or the Company undertakes any new transactions. The Company's accounting policies are summarised below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.
1.3
Fixed asset investments
Investments in subsidiaries are held at purchase cost, less any provisions required where there has been an impairment in the value of the investments (Note 4).
1.4
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
XRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.5
Taxation
Deferred tax
Deferred tax is recognised in respect of all timing differences which have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.
A net deferred tax asset is recognised as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted.
Deferred tax is measured at the average tax rates expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on an undiscounted basis.
1.6
Share Capital - Preference share capital
Preference share capital is classified as equity if it is non-redeemable and any dividends are discretionary, or is redeemable but only at the company's option. Dividends on preference share capital classified as equity are recognised as distributions within equity.
Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders or if dividend payments are not discretionary. Dividends thereon are recognised in the income statement as interest expense.
2
Profit for the financial year
The Company has not traded, received no income and incurred no expenditure during the financial year. Consequently, the Company has made neither a profit nor a loss during the year.
3
Taxation
The charge for the year is reconciled to profit before tax at the standard rate as follows:
2025
2024
£m
£m
Profit before tax
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
Group relief
(14)
(13)
Transfer pricing adjustment
14
13
Tax charge for the year
-
-
XRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Taxation
(Continued)
- 6 -
The UK corporation tax rate is 25%, effective since 1 April 2023, and this rate applies for the year ended 31 December 2025. The company had no deferred tax balances, recognised or unrecognised at the balance sheet date.
Interest is imputed on £884m (2024: £884m) of interest free amounts due from group undertakings, in accordance with the transfer pricing rules set out in TIOPA 2010 Part 4. This is offset by group relief claimed from group companies at nil charge. There is no provision for deferred tax (2024: £nil).
Pillar Two Income Taxes
In July 2023, the UK government enacted legislation to implement the Pillar Two rules. The legislation is effective from 1 January 2024 and includes an income inclusion rule and a domestic minimum top-up tax regime. No provision has been made in respect of the Pillar Two top-up tax as the company is expected to qualify for the transitional country-by-country safe harbour for the year ended 31 December 2025. In line with the amendments to IAS 12, the exception from recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two top-up tax has been applied.
4
Fixed asset investments
2025
2024
Notes
£m
£m
Investments in subsidiaries
1,571
1,571
5
Debtors
2025
2024
Amounts falling due within one year:
£m
£m
Amounts due from group undertakings
884
884
The amounts due from group undertakings are interest free and have no fixed date of repayment.
6
Creditors: amounts falling due within one year
2025
2024
£m
£m
Amounts due to group undertakings
2
2
The amounts due from group undertakings are interest free and have no fixed date of repayment.
Refer to Note 7 for further details on Sterling cumulative redeemable preference share of 20p each.
XRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
7
Creditors: amounts falling due after more than one year
2025
2024
Notes
£m
£m
Sterling cumulative redeemable preference shares of 20p each
46
46
2025
2024
£m
£m
Authorised:
Sterling
300,000 cumulative redeemable preference shares of 20p each
60
60
Issued and fully paid:
Sterling
227,552,614 cumulative redeemable preference shares of 20p each
46
46
The Company was to redeem the Sterling cumulative redeemable preference shares by 31 July 2007. However, the redemption has been waived for the foreseeable future. Under FRS 25 Financial Instruments, £46m the capital value of 227,552,614 Sterling cumulative redeemable preference shares of 20p each has been presented as non-current liabilities.
Rights of shares
Sterling cumulative redeemable preference shares of 20p each
The Sterling cumulative redeemable preference shares carry no rights to dividends.
The Company was to redeem the Sterling cumulative redeemable preference shares by 31 July 2007 at the rate of 1p for every 20p nominal amount of such shares together with a further sum equal to all arrears and accruals of the preferred dividend thereon. However, the redemption has been waived for the foreseeable future.
On winding-up, the Sterling cumulative redeemable preference shares confer the right to receive out of the assets of the Company, postponed and subject to any payment on the US$ cumulative redeemable preference shares and pari passu further preference shares but in priority to any other class of shares, 1p for every 20p in nominal amount of the Sterling cumulative redeemable preference shares held, and pari passu with any payment on the Ordinary Shares a sum equal to the amounts which would have been paid on the Ordinary Shares which would have arisen if the Sterling cumulative redeemable preference shares had carried the right to be converted into fully paid Ordinary Shares at 5p in nominal amount of Ordinary Shares for every £1,000 in nominal amount of Sterling cumulative redeemable preference shares. Holders of Sterling cumulative redeemable preference shares have the right to receive notice of general meetings but this does not confer any rights to attend or vote at such meetings.
XRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
8
Share capital
2025
2024
£m
£m
Ordinary share capital
Authorised - Sterling
2,400 000,000 Ordinary shares of 10p each
240
240
2,4000,000 US$ preferred ordinary shares of 1 cent each (see below)
14
14
500,000 US$ cumulative redeemable preference shres of 1 cent each (see below)
3
3
257
257
2025
2024
$m
$m
Ordinary share capital
Authorised - US Dollar
2,4000,000 US$ preferred ordinary shares of 1 cent each (see below)
24
24
500,000 US$ cumulative redeemable preference shres of 1 cent each (see below)
5
5
29
29
2025
2024
£m
£m
Issued and fully paid
1,170 000,000 Ordinary shares of 10p each
117
117
US $ preferred ordinary shares (see below)
7
7
US$ cumulative redeemable preference shares
2
2
126
126
Preference share capital
Authorised
500 000,000 US$ cumulative redeemable preference shares of 0.6p each
3
3
2025
2024
$m
$m
Issued and fully paid - US Dollar
1,172,378,553 preferred ordinary shares of 1 cent each
12
12
227,552,614 cumulative redeemable preference share of 1 cent each
2
2
14
14
XRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
9
Share premium account
Of the share premium of £1,133,222,000 reported at 2012 year-end, £604,361,000 arose in 1998, when the Company issued £35,389,000 of ordinary and U.S. $ preferred ordinary shares at a premium of £604,361,000 to Xerox Overseas Holdings Limited; at the same time the Company increased its investment in RRXH Limited and XRI Limited. In December 2004 the Company had sold its investment in RRXH Limited to XRI Limited. The remainder of the share premium arose prior to the 1997 Rank Organisation buyout.
10
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Company
Registered Office
Country of Incorporation (or residence)
Nature of Business
Direct/
Indirect
Proportion
of
ownership
interest (%)
Nemo (AKS) Limited
Building 4, UxbridgeBusiness Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH
England
Dormant
Direct
100.00
XRI Limited
Building 4, UxbridgeBusiness Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH
England
Dormant
Direct
100.00
RRXH Limited
Building 4, UxbridgeBusiness Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH
England
Dormant
Indirect
100.00
RRXO Limited
Building 4, UxbridgeBusiness Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH
England
Dormant
Indirect
100.00
RRXIL Limited
Building 4, UxbridgeBusiness Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH
England
Dormant
Indirect
100.00
11
Ultimate controlling party
The ultimate parent undertaking, controlling party and the largest group in which the results of XRO Limited are consolidated is that of Xerox Holdings Corporation, which is incorporated in the United States of America. Copies of the Xerox Holdings Corporation Annual Report and Accounts may be obtained from The Investor Relations Department, Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851-1056, U.S.A.; World Wide Web http://www.xerox.com.
The smallest group in which the results of XRO Limited are consolidated is that of Xerox Investments Europe B.V., which is registered in The Netherlands. Copies of the Xerox Investments Europe B.V. Annual Report and Accounts may be obtained from Xerox Investments Europe B.V., Rijnzathe 12, 3454 PV De Meern, The Netherlands.
The immediate parent of the Company is Xerox Overseas Holdings Limited, Registered Number 03275267. The registered office for the parent is the same as that for the Company.
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