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

Xerox Overseas Holdings Limited ("the Company") acts as an intermediate holding company for Xerox Holdings Corporation’s ("the Group") interests in Europe and parts of Africa and Asia. The level of activity and the year-end financial position were consistent with expectations. The directors expect that the current activities will continue for the foreseeable future.

As the principal activity of the Company is to act as an intermediary holding company, the activity in the financial statements of the Company is in relation to the investments it holds. The same is expected to continue in the foreseeable future.

Loss for the financial year was £34m (2024: £35m loss) due to the ongoing decline in the printing market.

Income from shares of group undertaking during the year was £Nilm (2024: £Nilm). No cash dividend was paid by the Company (2024: £Nilm).

Net assets remained at £662m (2024: £662m).

As a holding company, the Company faces indirect risks as they affect its subsidiaries. The principal risk is that economic and commercial conditions will prevent subsidiaries from being able to make the dividend distributions which enable the Company to meet its debt and interest obligations.

The Company's subsidiaries are exposed to supply chain constraints, inflationary pressure on costs and uncertainty regarding the impact of ongoing global conflicts on the world economy will provide further operational challenges to the Group.

The Company is guided by Xerox Holdings Corporation Group for future developments and direction. Xerox is a workplace technology company, building and integrating software and hardware for enterprises large and small. The primary offerings span three main areas: Intelligent Workplace Services, Workplace Solutions and Production Solutions.

Reinvention

2025 was a pivotal year for Xerox’s multi year Reinvention strategy, which is focused on transforming the operating model, strengthening the core business, and improving financial flexibility. Reinvention is designed to enable targeted investment in solutions and capabilities that support market share gains, expansion into higher growth verticals beyond print, and sustainable long term revenue and profit growth.

A major milestone in 2025 was the completion of the acquisition of Lexmark International II, LLC (Lexmark). The addition of Lexmark enhances Xerox’s operational resilience and cost structure while expanding its presence in the A4 color segment and providing entry into the APAC print market. Lexmark’s manufacturing footprint is expected to support supply chain flexibility and potential reductions in product and tariff related costs. Xerox also anticipates benefits from Lexmark’s global capability centers and IT infrastructure, supporting improved customer satisfaction and operational efficiency. The combined company offers an expanded portfolio of products and services to a broader global customer base.

During the year, Xerox also completed the integration of ITsavvy, forming the new Xerox IT Solutions organization. This integration meaningfully expands Xerox’s reach into the broader IT budget by offering infrastructure, cloud, security, and automation solutions. Growth in 2025 was driven primarily by ITsavvy and increased client demand for integrated IT solutions, strengthening relationships with existing clients and expanding Xerox’s total addressable market.

Progress in 2025

Reinvention activities in 2025 focused on Operational Simplification and Commercial Optimization and Growth, with meaningful progress across both areas.

Operational Simplification efforts delivered cumulative run rate gross cost savings of more than $500 million by year end 2025, including integration related savings. Xerox eliminated duplicative systems, implemented more efficient processes across procurement, warehousing, inventory management, and demand planning, and launched digital tools to support operational efficiency.

Commercial Optimization and Growth initiatives included re entry into the mid volume production inkjet market through partnerships, with the launch of the IJP900 and Proficio products; the launch of Inside Sales operations in the United States and Canada; increased investment in partner programs and customer initiatives; and further integration of ITsavvy to enhance Xerox’s IT Solutions offering. The completion of the Lexmark acquisition increased exposure to growing print markets.

Other Strategic Changes During the year, Xerox extended its forward flow program to Europe to support liquidity and balance sheet management. During 2025, Xerox entered into a funding arrangement in the United Kingdom and France with an affiliate of LCM Capital LLP, as well as an arrangement with an additional partner in Portugal. These transactions provide for the sale of certain finance receivables, with Xerox continuing to service the receivables under separate servicing agreements. Xerox plans to continue to assess similar arrangements in other jurisdictions, subject to market conditions, regulatory requirements, and internal approval processes.

In 2026, Xerox plans to advance Reinvention through targeted initiatives aimed at optimizing commercial operations, leveraging acquired capabilities, and simplifying the business. The Global Business Services (GBS) organization will continue to support the delivery of operating efficiencies, with increased use of Lexmark’s global capability centers expected to drive structural cost improvements, service quality enhancements, and technology enabled productivity.

Xerox’s strategic priorities for 2026 are to execute Reinvention, realize the benefits of recent acquisitions, and strengthen the balance sheet. Xerox aims to accelerate growth in IT Solutions, advance Lexmark integration using a best in breed approach, and achieve more than $300 million in run rate synergies by the end of 2027. Debt reduction remains the primary capital allocation priority, with a target leverage ratio of less than 3.0x total debt to EBITDA.

The directors have considered their duty under section 172 of the Companies Act 2006 to act in good faith and to

promote the success of the Company for the benefit of its shareholders as a whole. In particular the directors have had regard to:

· likely consequences of any decision in the long term;

· the interests of the Company’s employees;

· the need to foster the Company’s business relationships with suppliers, customers and others;

· the impact of the Company’s operations on the community and environment;

· the desirability of the Company maintaining a reputation for high standards of business conduct; and

· the need to act fairly as between shareholders of the Company.

As the principal activity of the Company is to act as an intermediary holding company, there are no employees employed within this entity. We recognise that business strategy and the majority of decisions and policies affecting the Company and our stakeholder groups are made at Xerox Holdings Corporation level and cascaded through the management structures of the Group. Directors of the Company implement these decisions and policies whilst ensuring that they continue to promote the success of the Company. The board is represented in the Xerox Group’s management and decision-making processes through membership of the senior leadership team. This ensures that the board is actively involved in maintaining control of the Company’s direction.

At board meetings the impacts of principal decisions and the ongoing duty of directors to promote the success of the Company are matters that are specifically discussed and documented in board minutes and resolutions. This is in addition to existing fiduciary and statutory responsibilities of the board.

There are no significant events for the Company during the year, which were also principal decisions.

As the principal activity of the Company is to act as an intermediary holding company, there are no customers, suppliers, employees or pensioners that are directly impacted. However, the Company's key investment is in Xerox Limited, and therefore its indirect stakeholders include those recognised by Xerox Limited. Further details of these may be found in the financial statements of Xerox Limited.

On behalf of the board

The directors present their report along with the audited financial statements of Xerox Overseas Holdings Limited (the 'Company') for the year ended 31 December 2025.

The results for the year are set out on page 12.

The Company reported a loss for the financial year of £34m (2024: £35m loss).

Refer to review of the business in the Strategic Report for further detail.

During the financial year the Company did not propose nor pay a cash dividend (2024: £Nil).

The directors do not recommend payment of a final dividend.

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

Future developments are deemed to be of strategic importance to the Company and as such have been outlined within the Strategic Report.

In February 2026, Xerox Corporation and certain investors (collectively, TPG) entered into a joint venture arrangement (the Joint Venture) pursuant to which TPG and certain other investors funded $405m aggregate principal amount of senior secured term loans to, and purchased $45m of Class A Units from, XRX Brandco Holdings LLC (IPCo Holdings) (the Joint Venture Financing). The proceeds of the Joint Venture Financing were distributed by IPCo Holdings to Xerox and are expected to be used for general corporate purposes. In connection with the formation of the Joint Venture, Xerox and IPCo entered into a Shared Services and License Agreement, pursuant to which (i) Xerox Holdings agreed to provide certain services to IPCo (ii) IPCo granted licenses to the Contributed IP to Xerox Corporation. The Licensee is required to pay IPCo a royalty fee equal to 2.0% of specified consolidated revenue generated by Xerox Holdings and its subsidiaries from the Contributed IP. The royalty is payable quarterly based on the specified consolidated revenue.

The Company, along with certain other Xerox subsidiaries, has guaranteed the obligations of Xerox Holdings by granting security in favour of XRX BrandCo LLC. These guarantees grant both fixed charges over key assets (including intra-group shareholdings, bank accounts, contract rights) and a floating charge over the remainder of the businesses’ assets. The arrangement restricts the companies from granting competing security, provides receivership rights upon default, and is intended to secure obligations owed under the Xerox group licensing and financing arrangements.

In addition to competitive risks and exposure to macro-economic trends, the Company’s subsidiaries are exposed to a variety of financial risks that include the effects of price risk, exchange rate risk, credit risk, liquidity risk, and interest rate cash flow risk. The Company has in place risk management processes that seek to limit the adverse effects on its financial performance by monitoring levels of debt, liquidity, and exchange rate risk and the related financial costs.

Responsibility for monitoring and managing financial risk lies with the Xerox Limited Treasury Operations department which works closely with its counterpart in Xerox Holdings Corporation and Xerox XF Holdings Ltd.

Treasury policy

Global treasury policy is to identify and to mitigate the impact of financial risk on the cash flows of the Group from foreign currency and or interest rate fluctuations, including the use of derivative instruments. It also seeks to minimise the impact of adverse financial market fluctuations that affect the Group’s future cash flows. The Group’s hedging methodology mitigates the volatility and uncertainty of the underlying cash flows, thereby

affording Xerox the desired economic protection for its financial activities.

Global treasury activities are regularly reviewed by senior management through formal Risk Management Reviews of liquidity, interest rate risk and currency risk. In conjunction with other subsidiaries of Xerox Holdings Corporation overall interest rate risk is managed in a prudent and collective manner, in accordance with practices and policies established by senior management. On a global basis, short and intermediate term cash forecasting disciplines are maintained to ensure there is appropriate continuing financial liquidity available. Currency exposure is further managed by maximising the opportunity for internal netting of currency flows. Foreign exchange derivatives are used to hedge currency exposures, but these will not normally be treated as designated foreign currency hedges in a hedge accounting relationship.

Liquidity Risk is managed by the Xerox Treasury department which ensures that the Company and its subsidiaries have the appropriate funding structure and access to liquidity such that they can meet their operating cash requirements and obligations as they fall due.

The Company has no significant interest bearing assets or interest bearing liabilities with third parties. Interest is charged on the basis of arm’s length commercial rates on rolling monthly or quarterly balances with other affiliated companies. Xerox Holdings Corporation manages all significant relationships with the external debt market.

Responsibility for monitoring and managing financial risk lies with Xerox Treasury department. Typically, Treasury use forward exchange contracts to manage currency risk for payments to related parties in Japanese Yen, US Dollars and Euros in respect of goods and services purchased and technology related royalties.

The Company subsidiaries have implemented policies that require full use of appropriate documentation, structures and credit checks on potential customers before sales are made. Credit risk is managed through the continuous monitoring of exposures to and payment behaviour of counterparties via a network of risk personnel and credit committees under Pan-European direction. The Group's policy with regard to financial derivatives instruments is to deal only with counterparties having as a minimum investment grade or better credit ratings.

The Company has no exposure to equity securities price risk, as it holds no listed or other traded equity investments. The majority of the goods and services sold by the Company's subsidiaries are provided from their own resources or are bought in from related parties. Processes exist to provide adequate forewarning of any changes in transfer pricing levels. Transfer pricing levels can be subject to periodic review by national tax authorities.

The Company's business activities, together with the factors likely to affect its future development and position, are set out in the review of the business and future developments sections of the Directors' reports.

The Company participates in the Group's centralised treasury arrangements and so shares banking arrangements with its parent and fellow subsidiaries. The directors have obtained written confirmation of support from the Company’s parent, Xerox Holdings Corporation for 12 months from the date of signing these financial statements and on the basis of this support consider that the Company has adequate resources to continue in operational existence for the foreseeable future. Whilst global macroeconomic uncertainty remains elevated, the ongoing conflict in the Middle East has had only a minimal impact on overall customer demand for the Group's products and services. Thus the Company continues to adopt the going concern basis in preparing the Company’s annual financial statements.

PricewaterhouseCoopers LLP were appointed as the Company's auditor for 2025.

PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at a General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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.

The directors are 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 directors are also 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.

The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In the case of each director in office at the date the directors’ report is approved:

• so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

In our opinion, Xerox Overseas Holdings Limited's financial statements:

● give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

● have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework", and applicable law); and

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

We have audited the financial statements, included within the Annual report and the financial statements (the "Annual Report"), which comprise:

● the Statement of financial position as at 31 December 2025;

● the Statement of comprehensive income for the year then ended;

● the Statement of changes in equity for the year then ended; and

● the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

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

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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.

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated 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 inappropriate journal entries to manipulate expenses. Audit procedures performed by the engagement team included:

● Enquiring of management and those charged with governance as to the Company's policies and procedures to prevent and detect fraud and inspection of regulatory correspondence, to identify actual and potential breaches of laws and regulations. These enquiries were corroborated with the review of board minutes provided management;

● Identifying and testing journal entries that meet certain risk criteria, in particular journal entries posted unusual account combinations to expenses;

● Enquiring of management and general legal council and review of litigation reports relating to material litigation and compliance matters;

● Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

● Incorporating an element of unpredictability in our testing.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

● we have not obtained all the information and explanations we require for our audit; or

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

● the company's financial statements are not in agreement with the accounting records and returns; or

● certain disclosures of directors' remuneration specified by law are not made.

We have no exceptions to report arising from this responsibility.

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

General information

Xerox Overseas Holdings Limited is a private company limited by shares and is incorporated and domiciled in the United Kingdom. The registered office is Building 4, Uxbridge Business Park, Sanderson Road, Uxbridge, Middlesex, UB8 1DH.

The Company acts as an intermediate holding company for Xerox Holdings Corporation’s interests in Europe and parts of Africa and Asia. The level of activity and the year-end financial position were consistent with expectations. The directors expect that the current activities will continue for the foreseeable future.

As the principal activity of the Company is to act as an intermediary holding company, the activity in the financial statements of the Company is in relation to the investments it holds. The same is expected to continue in the foreseeable future.

The principle accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

In preparing these financial statements, the directors have assessed that the Company will continue in operational existence for the foreseeable future and in any event for a period of at least 12 months from the date of signing the financial statements. The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements have been prepared on the historical cost basis and in accordance with the Companies Act 2006 . The principal accounting policies adopted are set out below.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64 (o)(ii), B64(p), B64(q)(ii), B66 and B67of IFRS 3 Business Combinations. In the event of any business combinations the equivalent disclosures would be included in the consolidated financial statements of Xerox Investments Europe B.V. (XIEBV) in which the entity is consolidated;

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

• the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A to 40D ,111 and 134 to 136 of IAS 1 Presentation of Financial Statements;

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

• the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Where required, equivalent disclosures are given in the group financial statements of Xerox Investments Europe B.V. ("XIEBV"). The group financial statements of XIEBV are available to the public and can be obtained as set out in note 16. Consequently, the Company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 401 of the Companies Act 2006.

The Directors have at the time of approving the financial statements, a reasonable expectation that thetrue Company has adequate resources to continue in operational existence for the foreseeable future. The Directors have obtained written confirmation of support from the Company’s parent, Xerox Holdings Corporation for 12 months from the date of signing these financial statements and on the basis of this support consider that the company has adequate resources to continue in operational existence for the foreseeable future. Whilst global macroeconomic uncertainty remains elevated, the ongoing conflict in the Middle East has had only a minimal impact on overall customer demand for the Group's products and services. Thus the Company continues to adopt the going concern basis in preparing the Company’s annual financial statements.

Investments in subsidiaries are held at historic cost, less any provisions required where there has been an impairment in the value of the investments (note 5). The impairment reviews are performed by directors when there has been an indication of an impairment to ensure that the carrying value of the investments are supported by underlying assets and expected earnings stream.

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

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

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.

Deferred tax is recognised in respect of the retained earnings of overseas subsidiaries only to the extent that, at the balance sheet date, dividends have been accrued as receivable or a binding agreement to distribute past earnings in future periods has been entered into by the subsidiary.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

Dividend

Non cash dividends are valued at the fair value of the assets to be distributed.

There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2025 that have a material impact on the company's financial statements.

The charge for the year is reconciled to loss before tax at the standard rate as follows:

Pillar Two Income Taxes

In July 2023, the UK government enacted legislation to implement the Pillar Two rules. The legislation was effective from 1 January 2024 and included 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 Company has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit or loss.

During 2025 to realigning resources to strengthen focus on driving indirect channel growth as part of the Reinvention journey, Powerland was transferred from Xerox UK Holdings Limited and subsequently contributed to Xerox Limited.

The directors believe that the carrying value of the investments is supported by their underlying net assets. During the year, the Company did not write down its investment in Xerox Limited, where net asset values were below carrying (2024: £Nilm).

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

The maturity profiles are based on the remaining contractual maturity period at the statement of financial position date. There are no material differences between discounted and undiscounted cash flows for liabilities due to the short-term nature of the assets and liabilities.

All loans are operating within credit terms. There are no amounts past due or impaired as at 31 December 2025.

The carrying values of each loan are reasonable approximations of the fair values of the respective loans. This arises as a result of all loans either maturing within twelve months of the year-end dates, or having rate resets close to the year-end dates.

The intercompany current account attracts a daily interest rate and therefore its carrying value equals its fair value.

In June 2025, the share premium of Powerland was transferred from Xerox UK Holdings Limited.

Other reserves are the revaluation reserve which represents cashflow hedging and remeasurement of financial instruments.

In 1997, Xerox Corporation purchased the entire share capital of The Rank Organisation Limited, now XRO Limited, from The Rank Group Plc.

The Rank Organisation Limited and its subsidiary companies had a number of outstanding contingent liabilities, including guarantees, when it was acquired by the Company. Xerox Overseas Holdings Limited has been provided with an unlimited indemnity by The Rank Group Plc in respect of any loss arising from these contingent liabilities and guarantees.

There were no employees of the Company during the year (2024: none).

The directors did not receive remuneration from the Company. It was paid by a fellow group subsidiary, Xerox Limited and was not recharged to the Company (2024: £nil).

Amount paid to the auditors of the Company for audits of its subsidiaries are included in the

consolidated financial statements of Xerox Investments Europe B.V., which are publicly available. Audit of the Company's financial statement amounted to £19k during 2025 (2024: £19k).

The book value is supported by the underlying assets and expected earnings streams of the subsidiaries.

The Company did not acquire any investments during the year (2024: £0m).

The impairment reviews are performed by the directors when there has been an indication of an impairment to ensure that the carrying value of the investments are supported by underlying assets and expected earnings stream.

In February 2026, Xerox Corporation and certain investors (collectively, TPG) entered into a joint venture arrangement (the Joint Venture) pursuant to which TPG and certain other investors funded $405m aggregate principal amount of senior secured term loans to, and purchased $45m of Class A Units from, XRX Brandco Holdings LLC (IPCo Holdings) (the Joint Venture Financing). The proceeds of the Joint Venture Financing were distributed by IPCo Holdings to Xerox and are expected to be used for general corporate purposes. In connection with the formation of the Joint Venture, Xerox and IPCo entered into a Shared Services and License Agreement, pursuant to which (i) Xerox Holdings agreed to provide certain services to IPCo (ii) IPCo granted licenses to the Contributed IP to Xerox Corporation. The Licensee is required to pay IPCo a royalty fee equal to 2.0% of specified consolidated revenue generated by Xerox Holdings and its subsidiaries from the Contributed IP. The royalty is payable quarterly based on the specified consolidated revenue.

The Company, along with certain other Xerox subsidiaries, has guaranteed the obligations of Xerox Holdings by granting security in favour of XRX BrandCo LLC. These guarantees grant both fixed charges over key assets (including intra-group shareholdings, bank accounts, contract rights) and a floating charge over the remainder of the businesses’ assets. The arrangement restricts the companies from granting competing security, provides receivership rights upon default, and is intended to secure obligations owed under the Xerox group licensing and financing arrangements.

The ultimate parent company, controlling party and the largest group in which the results of Xerox Overseas Holdings 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 financial statements 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 Xerox Overseas Holdings 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 financial statements are available from Xerox Investments Europe B.V., Rijnzathe 12, 3454 PV De Meern, The Netherlands.

The immediate parent of the Company is Xerox UK Holdings Limited, Registered Number 3545477. The registered office for the parent is the same as that for the Company.

The following are the parents of the largest and smallest groups in which this company's results are consolidated: