The directors present their annual report and financial statements for the year ended 31 December 2025.
The Company did not trade during the financial year and is not expected to trade in the foreseeable future.
In 1997, Xerox Corporation, the ultimate parent company, purchased the entire share capital of The Rank Organisation Limited, now XRO Limited, from The Rank Group Plc. At the time of acquisition, The Rank Organisation Limited and its subsidiary companies had a number of outstanding contingent liabilities, including guarantees. The Rank Group Plc has provided the Company with an unlimited indemnity in respect of any loss arising from these contingent liabilities and guarantees.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The profit for the financial year was £nil (2024: £nil). During the financial year the Directors did not propose or pay a dividend (2024: £nil)
The directors are responsible for preparing the Directors' 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;
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 company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company is electing under FRS 102 paragraph 35.10(m) to retain its accounting policies for reported assets, liabilities and equity at the date transition to FRS 102 until there is any change to those balances or the Company undertakes any new transactions.
Directors' responsibilities:
RRXIL Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building 4, Uxbridge Business Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH.
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.
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. The company has therefore taken advantage of exemptions 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 flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Xerox Holdings Corporation. These consolidated financial statements are available from its registered office (see note 7).
The company has not traded during the year or the preceding financial period. During this time, the company received no income and incurred no expenditure and therefore no Profit and loss account is presented in these financial statements.
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.
The charge for the year is reconciled to profit before tax at the standard rate as follows:
Factors affecting current and future tax charges:
The UK corporation tax rate is 25%, effective from 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.
There is no provision for deferred tax (2024: £nil).
Interest is imputed on £1,785m (2024: £1,785m) 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.
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.
The amounts owed by group undertaking are interest free and have no fixed date of repayment.
The amounts owed by group undertaking are interest free and have no fixed date of repayment.
Rights of shares
All classes of shares are non-redeemable equity shares. The rights of each class are as follows:
Class A shareholders are entitled to be paid 50.1% of any dividends to be distributed.
A class A shareholder is entitled to one vote, whether on a show of hands or by a poll vote, for every A share that he holds.
Class B shareholders are entitled to be paid 49.9% of any dividends to be distributed.
A class B shareholder is entitled to one vote on a show of hands and three votes on a poll for every share that he / she holds.
Both A and B shareholders are entitled to repayment of their capital on winding up. A shareholders are entitled to be paid 50.1% of any shortfall or surplus available for distribution, and B shareholders are entitled to be paid 49.9% of any such distribution.
All distributions for both A and B shareholders are to be made in proportion to the amount paid up in respect of the nominal value of their respective A or B shares
The allotted, called up and fully paid share capital of the company is £3m 'A' Ordinary shares of £1 each and £1m 'B' Ordinary shares of 25p each. The value of these shares are £3m and £0.3m respectively.
There is no dividend proposed or paid during the financial year (2024: £nil). There is no final dividend proposed.