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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
COMPANY INFORMATION
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XBP EUROPE LIMITED
CONTENTS
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XBP EUROPE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
XBP Europe Limited, (the Company), is a leader in providing business process outsourcing services (BPO), integrated solutions and support services to most business sectors including financial services, banking, telecommunications and utilities. Its portfolio of products includes systems for payments, document content management, data capture, mortgage processing, pre-paid card servicing, metals trading and the development of turn-key imaging systems. Maintenance and support services are provided via a nationwide network of support staff
The Company's recurring revenues remain strong and provide a firm basis for it to continue to develop products and services.
The Company will continue to invest in all parts of the business to develop and provide products and solutions that align with this strategy. The Company operates a branch in the Republic of Ireland. Key performance indicators used by management are structured around growth, profitability and efficiency of service.
The Company's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The Company does not use financial derivatives.
Credit risk The Company's principal financial assets are bank balances, cash, trade and other receivables. Any exposure to credit risk arises primarily from the Company's trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The credit risk is limited as the Company's major customers are banks with high credit ratings assigned by international credit rating agencies. The Company trades with a varied spread of customers mainly from diverse blue chip sectors and therefore has no significant concentration of credit risk. Cash flow risk The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Company does not use foreign exchange forward contracts. Liquidity risk In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company actively monitors its cash flows, expected liabilities and ensures that it has the resources to meet its liabilities as they fall due at all times.
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XBP EUROPE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
We report here on how the Company's directors have performed their duty under Section 172 (S.172) of the Companies Act 2006. S.172 sets out a series of matters to which the directors' must have regard in performing their duty to promote the success of the Company for the benefits of its shareholders while also having due regard to other stakeholders.
1. Customers Why are they important to XBP Europe: They are the reasons why we exist. Understanding their needs is key to our long term success. Our approach: The Board receives regular reports on customer requirements and customer feedback and monitors these metrics. 2. Our people Why are they important to XBP Europe: Our staff are the key to providing a cost effective and efficient service Our approach: There is employee engagement through staff reviews, employee forums, project meetings and rewards structures. 3. Suppliers Why are they important to XBP Europe: Strong and reliable relationships are vital to enable us to provide an efficient service to customers. Our approach: Regular board assessments of protocols in procurement and out- sourcing are done. There is adherence to anti-slavery Protocols. 4. Communities Why are they important to XBP Europe: Our customers and staff are part of the UK and global community we operate in. A reputation of being ethical,
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
diverse and eco- friendly is vital to our success.
Our approach: The board encourages the use of eco-friendly work policies. The board regularly monitors company policies for matters like diversity and ethical behaviour. 5. Regulators Why are they important to XBP Europe: We are not subject to specific protocols in terms of a defined Regulator. However, compliance in all statutory matters is a culture that provides good governance. Our approach: The board reviews regular updates on all compliance issues and time limits. 6. Shareholders Why are they important to XBP Europe: We are part of a group that is ultimately controlled by retail and institutional shareholders Our approach: The board provides regular updates to the Group Board on all matters that impact this company. 7. Long term sustainability Why are they important to XBP Europe: The long-term sustainability of the Company is at the forefront of decision-making, particularly in response to the challenging business conditions and, since the year end, the Coronavirus pandemic. Our approach: The board aims to balance the need of the employees, the customers and other stakeholders to ensure good and healthy relationship. The board aims to make sufficient Profit to sustain the entity's commercial vitality.
This report was approved by the board on 17 September 2026 and signed on its behalf.
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XBP EUROPE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 to 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 loss for the year, after taxation, amounted to £756,643 (2024 - profit £2,030,926).
No dividends were distributed during the year.(2024: £nil).
The directors who served during the year were:
The company reports its carbon emissions following the Greenhouse Gas Protocol methodology. It reports carbon dioxide (CO2e) emissions resulting from energy use in its buildings and employee's business travel.Comparatives has been reported as this is third year of the company publishing its Energy and Carbon Reporting Disclosure under SECR.
UK Greenhouse gas emissions and energy use data for the period 1 January 2025 to 31 December 2025 and for the period 1 January 2024 to 31 December 2024.
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XBP EUROPE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Emission factors are based on UK Government GHG Conversion Factors for Company Reporting 2025.
XBP Europe Limited - SECR Quantification and Reporting Methodology XBP Europe Limited has taken guidance from the UK Government Environmental Reporting Guidelines (March 2019 ), the GHG Reporting Protocol- Corporate Standard, and the UK Government GHG Conversion Factors for Company Reporting document for calculating carbon emissions.Energy usuage information (gas and electricity) has been obtained directly from energy suppliers and half-hourly (HH) data.Transport mileage data was obtained from expense claims submitted for company cars and grey fleet. CO2e emissions were calculated using the appropriate emission factors from the UK Government GHG Conversion Factors for Company Reporting 2025. Energy Efficiency Action The following energy efficiency actions were undertaken during the financial year ended 31 December 2025: 1.Boiler pump replacement at Harlow in December 2025 2.Repairs to heating and cooling plant at Egham in April 2025 3.LED replacement at Harlow,planned for the year, pushed back to September 2026
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XBP EUROPE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The financial statements have been prepared on a going concern basis.
The directors have prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the ultimate parent company for a period of at least 12 months from the date of signing these financial statements. The directors have relied on the financial ability of the ultimate parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the directors continue to adopt the going concern basis for financial statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or the classification of assets and liabilities that would result if the company were unable to continue as a going concern.
The auditors, Focus Somar Audit and Tax Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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XBP EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XBP EUROPE LIMITED
We have audited the financial statements of XBP EUROPE LIMITED (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of 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 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.
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XBP EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XBP EUROPE LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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XBP EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XBP EUROPE LIMITED (CONTINUED)
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 Auditors' 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:
We evaluated the directors’ and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance. Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to: • Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations • Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and • Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. Our audit procedures in relation to fraud included but were not limited to: • Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud: • Gaining an understanding of the internal controls established to mitigate risks related to fraud; • Discussing amongst the engagement team the risks of fraud; and • Addressing the risks of fraud through management override of controls by performing journal entry testing There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations of the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
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XBP EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XBP EUROPE LIMITED (CONTINUED)
for and on behalf of
Statutory Auditors
Chartered Certified Accountants
Apex House
Grand Arcade
North Finchley
N12 0EH
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XBP EUROPE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
REGISTERED NUMBER: 01283512
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
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XBP EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
XBP Europe Limited (the "Company") is a company limited by shares and incorporated and domiciled in the UK.
The Company is exempt by virtue of s401 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. The company's immediate parent company is XBP Europe Inc., a company registered in the USA. The company's ultimate parent undertaking is XBP Global Holdings, Inc., incorporated in the USA, whose principle place of business is at 6641 N Belt Line Rd, Suite 100, Irving, TX 75063 and includes the company in its consolidated financial statements. The group accounts of XBP Global Holding Inc. prepared in accordance with US GAAP can be obtained from this address or www.sec.gov. In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures: - Reconciliation of the number of shares outstanding from the beginning to end of the period; - Cash Flow Statement and related notes; - Disclosures in respect of transactions with wholly owned subsidiaries; and - Key Management Personnel compensation. As the consolidated financial statements of intermediate parent undertaking include the equivalent disclosures, the Company has also taken the exemptions under FRS 102 available in respect of the disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis.
The directors have prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the ultimate parent company for a period of at least 12 months from the date of signing these financial statements.The directors have relied on the financial ability of the ultimate parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the directors continue to adopt the going concern basis for financial statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or the classification of assets and liabilities that would result if the company were unable to continue as a going concern. The Company recognises revenue from sales of equipment and supplies upon delivery and transfer of title or upon customer acceptance. The Company undertakes to maintain customers' software under maintenance contracts for which the Company receives payment quarterly, half-yearly and annually in advance. Such income is released to the profit and loss account on a straight-line basis over the life of the contract. Where contracts consist of multiple elements, revenue is allocated based on the fair value of the individual elements. Maintenance costs are expensed as they are incurred. The Company's service revenue is primarily billed based on contractual rates and terms, and the Company generally recognises revenue as these services are performed which, in some cases, is rateably over the contract term. Certain customers advance funds prior to the performance of the services. The Company recognises revenue related to these advances rateably over the contract term.
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Expenditure on research activities is recognised in the profit and loss account as an expense as incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes.
The capitalised development costs are amortised over the period during which the Company is expected to benefit. This period is between three and five years. The Company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date. Intangible assets are tested for impairment when there is an indication that an intangible asset may be impaired.
Interest payable and similar charges include interest payable to bank and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions.
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined benefit pension plan
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Computer software is being amortised evenly over the period over which its benefit is expected to arise.
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of financial position 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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Non-financial assets The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. On an ongoing basis, the company evaluates its expenses using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known. There were no accounting estimates or judgments required in the preparation of these financial statements under FRS102.
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Taxation (continued)
There were no factors that may affect future tax charges.
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income, deferred tax arising on actuarial differences recognised on defined benefit pension scheme assets (-) £633,189 (2024: £97,000).
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 29
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 30
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 31
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year, the Company identified certain balances in the comparative period that were not appropriately classified in accordance with the presentation requirements of FRS 102.
An amount of £157,500, previously presented within provisions has been reclassified to other creditors, as the balance represents an actual liability relating to obligations arising from the relevant property arrangement and does not represent a provision for future dilapidations costs. Unamortised debt issue costs of £148,413 previously presented within other debtors have been reclassified against the carrying amount of the related borrowing, with the borrowing appropriately presented between current and non-current liabilities. This reflects the requirements of FRS 102 for transaction costs associated with financial liabilities measured at amortised cost. In addition, amounts relating to software cost reimbursements from group undertakings had previously been classified within other debtors and the related balance had been amortised as an intangible asset. The underlying balance represents an intercompany receivable and does not meet the criteria for recognition as an intangible asset. Accordingly, the comparative period has been restated to reclassify £116,784 from other debtors to amounts owed by group undertakings and reverse £10,588 of amortisation recognised in the prior year. This resulted in an increase of £10,588 in retained earnings at 1 January 2025. In addition, £478,000 relating to the defined benefit pension scheme, previously presented within finance costs, has been reclassified to administrative expenses. This amount represents the cost associated with the Company’s defined benefit pension scheme and has been presented within administrative expenses to better reflect the nature of the underlying pension cost. The reclassification has no impact on the Company’s reported profit, retained earnings or net assets for the comparative period. Furthermore, a foreign exchange gain of £1,558,090 previously included within administrative expenses has been reclassified and presented separately below operating profit in the current year financial statements. This change has been made to provide a more appropriate presentation of the nature of the foreign exchange gain and to improve the comparability and clarity of the statement of profit or loss. The reclassification has no impact on the Company's reported profit, retained earnings or net assets for the comparative period. These above reclassifications have no effect on the Company's reported profit or retained earnings. The software-related correction increases prior-year profit and retained earnings by £10,588 and has no effect on the Company's net assets. The error has been corrected as a prior period adjustment in the current year financial statements and the comparative amounts have therefore been restated to ensure appropriate presentation in the financial statements. The reclassifications and correction comprise:
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company operates a Defined benefit pension scheme.
The Company sponsors the BancTec Limited Retirement Benefit Scheme, which is a defined benefit arrangement, and additionally participates in five defined contribution schemes. The costs charged to the profit and loss account for the defined contribution schemes in the year amounted to £359,633 (2024 – £324,630). The cost relating to the defined benefit scheme recognised in profit or loss for the year amounted to £462,000 (2024 – £478,000), comprising net interest cost and administrative expenses, as further analysed later in this note. The BancTec Limited Retirement Benefit Scheme provides benefits based on final pensionable pay, contributions being charged to the profit and loss account so as to spread the cost of pensions over employees' working lives with the Company. The contributions are determined by a qualified actuary. The assumptions which have the most significant effect on the results of the valuation are those relating to the rate of return on investments and the rates of increase in salaries and pensions. As the scheme is closed to new entrants, the current service cost as a percentage of pensionable payroll is likely to increase as the membership ages, although it will be applied to a decreasing pensionable payroll. The regular contributions payable by the employee over the latest financial year were £Nil (2024 – £Nil). In addition, XBP Europe Limited contributed payments of £2,119,000 (2024 – £2,067,000) for the financial year. The Company also meets the costs of death in service benefits and administration expenses. The amounts recognised in the balance sheet are as follows:
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26.Pension commitments (continued)
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26.Pension commitments (continued)
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26.Pension commitments (continued)
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XBP EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26.Pension commitments (continued)
The mortality assumptions adopted are consistent with those recommended by the scheme actuaries and are based on the latest available standard tables, adjusted for the Plan's mortality experience. The base tables used are 97% of S4PMA for males and 96% of S4PFA_M for females, with future improvements projected using the CMI_2024 model (core parameters, long-term improvement rate of 1.25% p.a.). The tables imply a life expectancy for a male/female pensioner currently aged 65 of approximately 21.8/23.8 years (2024: 21.6/23.6 years), and for a male/female non-pensioner currently aged 45, a further life expectancy from age 65 of 23.1/25.3 years (2024: 22.9/25.1 years).
The assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not be borne out in practice. On financial assumptions, the Company has proposed that RPI continues to be derived from market-implied inflation less an inflation risk premium of 0.3% (unchanged from the prior year). For CPI, the Company has adopted a reduced long-term gap of 0.5% below RPI (2024: 0.6%), reflecting market movements and the expected alignment of RPI with CPIH from 2030.
The Company has taken advantage of the exemption under FRS 102 not to disclose related party transactions with other 100% owned subsidiary undertakings within the same group.
The company's immediate parent company is XBP Europe Inc., a company registered in the USA. The company's ultimate parent undertaking is XBP Global Holdings, Inc., incorporated in the USA, whose principle place of business is at 6641 N Belt Line Rd, Suite 100, Irving, TX 75063 and includes the company in its consolidated financial statements. The group accounts of XBP Global Holdings, Inc., prepared in accordance with US GAAP can be obtained from this address or www.sec.gov.
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