UK Tax Strategy
UK Tax Strategy during financial year ending 31 December 2025
Background
XRG P.J.S.C (“XRG”) is a transformative international energy investment company, focused on natural gas, chemicals and scalable energy solutions to meet growing demand and power global industry and AI growth.
Headquartered in Abu Dhabi and wholly owned by Abu Dhabi National Oil Company P.J.S.C (“ADNOC”), XRG’s portfolio includes operating and non-operating interests in industry-leading companies, building a future-facing portfolio to supply the growing need for energy and the essential chemical products that are vital to today’s industries, buildings, and daily life. In an increasingly digitalized and AI-enabled world, XRG is also investing in energy solutions to help power the sector’s exponential growth.
XRG combines world-class expertise in energy, chemicals, infrastructure and technology with a mission to deliver sustainable economic growth and long-term value for its stakeholders. Rooted in Abu Dhabi’s five decades of energy leadership, XRG is strengthening the UAE’s legacy as a global leader in energy and chemicals, with investments in a wide range of jurisdictions including the United Kingdom (“UK”).
XRG, as the main investment advisor and holding company of XRG Group (the “Group” or “we” or “our”), established ADNOC International UK Limited (“AI UK”) to act as a sub-investment advisor and sub-holding company for XRG Group’s international investments that are not directly invested into by XRG UAE. AI UK has since established a number of UK subsidiaries, which are being used to hold different global investments.
1.
Tax Governance
XRG has established a dedicated in-house tax function led by a Tax Director who is responsible for overseeing the Group’s overall tax affairs. The Tax Director reports directly to the Group’s Chief Financial Officer and escalates significant tax risks to the Group’s Board of Directors. The tax function is supported by reputable tax and legal professional firms.
XRG’s tax function is responsible for ensuring that financial statements properly reflect all taxes and maintaining the Group’s tax compliance procedures and controls. The Tax Director is also responsible for developing and monitoring the tax risk management protocol with support from experienced tax professionals and external consultants. In addition, the Group actively engages with reputable tax and legal professional firms to obtain appropriate tax and legal advice with the aim of ensuring compliance with legal and tax obligations.
XRG’s tax function is responsible for ensuring that financial statements properly reflect all taxes and maintaining the Group’s tax compliance procedures and controls. The Tax Director is also responsible for developing and monitoring the tax risk management protocol with support from experienced tax professionals and external consultants. In addition, the Group actively engages with reputable tax and legal professional firms to obtain appropriate tax and legal advice with the aim of ensuring compliance with legal and tax obligations.
2.
Tax Mission
The mission of the tax function is to ensure that the Group adheres to all tax laws in the jurisdictions where we operate by complying with all tax obligations in an accurate and timely manner, in accordance with all applicable tax rules and regulations.
Our tax mission is underpinned by the following principles that we adopt in our approach to managing taxes and tax risks. Our guiding principles do not tolerate the facilitation of tax evasion.
Our tax mission is underpinned by the following principles that we adopt in our approach to managing taxes and tax risks. Our guiding principles do not tolerate the facilitation of tax evasion.
- Tax Governance: We adopt a robust approach to tax governance that ensures transparency and compliance with all applicable tax laws in the jurisdictions we operate in, while also aligning with the overall business objectives. XRG senior executives have oversight in tax matters and ensure that appropriate delegation of authority is adhered to, where applicable.
- Tax Compliance: We seek to comply with the letter and spirit of the law in discharging the amount of tax due in each jurisdiction. In so doing, we build respectful, meaningful, and collaborative relationships with tax authorities in the jurisdictions where we operate.
- Tax Risk: We take a proactive approach to managing tax risks, which includes seeking tax certainty on unclear or ambiguous matters, staying up to date on tax laws or regulatory changes, and implementing internal policies and procedures.
- Tax Planning: Our tax planning aligns with the Group’s business model and commercial rationale. Any tax planning is reviewed by our tax function and supported by reputable tax and legal professional firms.
3.
Our approach to risk management and governance arrangements in relation to UK taxation
The Group’s approach to management of taxes and tax risks in the UK is steered by the guiding principles outlined above and aligns with the broader business processes and organization structure.
The Group’s Tax Director is based in the UK and is responsible for overseeing the tax affairs of UK companies. We are supported by reputable tax and legal professional firms in handling our UK tax affairs.
The Group’s Tax Director is based in the UK and is responsible for overseeing the tax affairs of UK companies. We are supported by reputable tax and legal professional firms in handling our UK tax affairs.
4.
Our attitude towards tax planning (so far as affecting UK taxation)
The Group’s UK operations adhere to the guiding principles set out above, including not tolerating the facilitation of tax evasion. We ensure the involvement of reputable tax and legal professional firms when evaluating new investments or future divestments, and where applicable comply with all relevant UK tax obligations.
5.
Level of risk in relation to UK taxation that XRG UK is prepared to accept
We understand that tax risks are an inherent part of being a growth-focused business and are also implicit as a major international corporation. However, consistent with our attitude to tax planning, we consider that our appetite and tolerance for tax risk in the UK is low.
While building our UK operations will inherently bring some level of tax risk, XRG seeks to manage this risk down as far as it is reasonably practicable.
We remain committed to managing UK tax risk in compliance with laws and regulations as we expand.
While building our UK operations will inherently bring some level of tax risk, XRG seeks to manage this risk down as far as it is reasonably practicable.
We remain committed to managing UK tax risk in compliance with laws and regulations as we expand.
6.
Our approach towards our dealings with His Majesty’s Revenue and Customs (“HMRC”)
We aim to build a professional, constructive, and collaborative relationship with HMRC. We are mindful of our obligations in relation to filing tax returns and paying taxes and seek to ensure strong administration as part of our tax governance.
We are seeking to be open and transparent when dealing with HMRC. Our dealings with HMRC will demonstrate integrity, respect, and a spirit of cooperation.
We are seeking to be open and transparent when dealing with HMRC. Our dealings with HMRC will demonstrate integrity, respect, and a spirit of cooperation.
7.
Scope
This tax strategy was prepared in accordance with Paragraphs 19 (2) of Schedule 19 of Finance Act 2016 and applies to our wholly owned subsidiaries for the financial year ending 31 December 2025 as listed below:
a) ADNOC International UK Limited;
b) Rovuma Holding Company Limited;
It is foreseen that this strategy will also be applied for the year ending 31 December 2026 and will be published as such during that year.
The tax strategy has been approved by the Board of Directors of ADNOC International UK Limited on 5 December 2025.
Whilst not yet subject to the tax strategy legislation referenced above, this tax strategy also applies to the following wholly owned UK subsidiaries which were incorporated during the 2025 period:
a) Kappa CCS Holdings Limited;
b) XRG Investments UK Limited;
c) ADNOC XRG Turkmenistan Limited;
d) XRG Australia Holding Limited; and
e) Emerald Consortium Holding Limited
a) ADNOC International UK Limited;
b) Rovuma Holding Company Limited;
It is foreseen that this strategy will also be applied for the year ending 31 December 2026 and will be published as such during that year.
The tax strategy has been approved by the Board of Directors of ADNOC International UK Limited on 5 December 2025.
Whilst not yet subject to the tax strategy legislation referenced above, this tax strategy also applies to the following wholly owned UK subsidiaries which were incorporated during the 2025 period:
a) Kappa CCS Holdings Limited;
b) XRG Investments UK Limited;
c) ADNOC XRG Turkmenistan Limited;
d) XRG Australia Holding Limited; and
e) Emerald Consortium Holding Limited