Deluxe UK Holdings Limited

Strategic report

The directors present their strategic report and the audited financial statements for the year ended 31 December 2025.

Principal activities and review of the business

The sole activity of Deluxe UK Holdings Limited (“The Company”) during the year is the investment in and funding of Group companies.

The principal activities of the Deluxe UK Holdings Limited Group ('Group') are:

  • the provision of post-production media services, including mastering, distribution, events and trailers for the film industry;

  • the content management and repurposing of assets in digital and video formats;

  • the provision of media access services such as subtitling and audio description for the broadcast and entertainment industry;

  • the creation of local language versions for various territories for a mix of television and movie material; and

  • the provision of sound services for the broadcast and entertainment industry.

The Group has continued to maintain its strong relationships with its major customers such as the major Hollywood studios and major broadcasters.

The Group continues to be one of the global leaders for digital cinema and media services and is well placed to retain its market position through a combination of first rate customer service and innovation.

Group turnover of £124.7 million for the year is £11.0 million higher than the prior year (2024: £113.7 million). Profit before tax in 2025 is £8.0 million (2024: Loss before tax £6.8 million) principally driven by growth in revenues and effective controls around costs of sales. The Group also achieved notable reductions in administrative expenses through headcount reductions, consolidation of office space in Australia, and the relocation of servers from a rented data-centre facility to our UK office, removing ongoing space rental costs. These measures contributed to a leaner overhead base and supported the return to profitability.

Revenue trends this period reflect growth in the business, particularly in our cinema division. The Group continues its efforts to review and monitors its' cost base to ensure alignment to current customer demands. Meanwhile, the growth in our Asia Pacific region remains encouraging, with strong localisation revenue growth in South Korea. The Group remains committed to investing in these growth territories and fostering new relationships while strengthening existing partnerships.

Principal risks and uncertainties

The Group’s principal areas of risk and uncertainty are reliance on the activity levels of major contracted customers which include global film production companies and broadcasters. In addition, the Group is subject to variations in rates of foreign exchange and interest.

Foreign exchange risk

The principal trading currency of the UK companies is Pounds Sterling. The principal trading currency of the Spanish, French, Belgian, and German subsidiaries is the Euro, while the Australian, New Zealand, Korea and Japan subsidiaries operate in Australian Dollars, New Zealand Dollars, Korean Won and Japanese Yen respectively. The Company therefore has a foreign exchange risk exposure.

Furthermore, the Group has intercompany relationships with the United States with a consequential exposure to exchange rate risk against the US Dollar.

Interest rate risk

Intercompany interest rates are set by the US holding company linked to its external cost of borrowing and credit limits and are set quarterly. There is no hedging in place.

Section 172(1) Statement

The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’) require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 (‘S172’) when performing their duty to promote the success of the Group under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the Group. The Board welcomes the direction of the UK Financial Reporting Council (the ‘FRC’).

This S172 statement explains how the Directors have engaged with employees, suppliers, customers and others; and have had regard to employee interests, the need to foster the Group’s business relationships with suppliers, customers and other key stakeholders, including the impact of principal decisions taken by the Group during the financial year.

The S172 statement focuses on matters of strategic importance to the Group, and the level of information disclosed is consistent with the size and the complexity of the business.

General confirmation of Directors’ duties

The Group’s Board has a clear framework for determining the matters within its remit. Key financial and strategic thresholds have been identified requiring Board consideration and approval.

When making decisions, each Director ensures that he acts in the way he considers, in good faith, would most likely promote the Group's success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:

S172(1) (A) “The likely consequences of any decision in the long term”

The Directors understand the business and the evolving environment in which we operate, including the challenges of navigating through the digital transition. The strategy set by the Board is intended to strengthen our position as a leading digital intermediary company by providing bespoke solutions and services while keeping safety and social responsibility fundamental to our business approach

The Directors recognise how our operations are viewed by different parts of society and that some decisions they take today may not align with all stakeholder interests. Given the complexity of the digital transition, the Directors have taken the decisions they believe best support strategic ambitions.

S172(1) (B) “The interests of the Group’s employees”

This is discussed in further detail in section 172(F) below.

S172(1) (C) “The need to foster the Group’s business relationships with suppliers, customers and others”

Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers and business partners. The Group seeks the promotion and application of certain general principles in such relationships such as honesty, clarity, good relationship management. Many of our suppliers and Clients are long standing demonstrating a continuous effort to sustain healthy and mutually beneficial partnerships over time. See further details in S172(F) below.

S172(1) (D) “The impact of the Group's operations on the community and the environment”

The Board continues to seek new and meaningful ways to positively impact communities and reduce its impact on the environment. See further details in section 172(F) below.

S172(1) (E) “The desirability of the Group maintaining a reputation for high standards of business conduct”

The Group aims to meet the world’s growing need for more digital solutions in ways which are economically, environmentally, and socially responsible. The Board periodically reviews and approves clear frameworks, such as Code of Conduct, specific Ethics & Compliance manuals, and its Modern Slavery Statements, to ensure that its high standards are maintained both within businesses and the business relationships we maintain.

S172(1) (F) “The need to act fairly as between members of the Group”

After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, our directors act fairly between the Group’s members but are not required to balance the Group's interest with those of other stakeholders, and this can sometimes mean that certain stakeholder interests may not be fully aligned.

Culture

The Board recognises that it has an important role in assessing and monitoring that our desired culture is embedded in the values, attitudes, and behaviours we demonstrate, including in our activities and stakeholder relationships. The Board has established honesty, integrity, and respect for people as the Group’s core values. The Code of Conduct, and Code of Ethics help everyone at the Group act in line with these values and comply with relevant laws and regulations. The Group’s Commitment and Policy on Health, Safety, Security, Environment & Social Performance applies across the Group and is designed to help protect people and the environment. We also strive to maintain a diverse and inclusive culture.

Stakeholder engagement

1. Customer engagement

The entertainment industry is both people and technology focussed with the relationship between customer and vendor being critical to business success.

How the directors (and under their direction management) engage clients:

  • Engage with studio partners daily via phone and email.

  • Key client principal relationships (notably the large Hollywood studios)

  • Media and Technology events and conferences

Key topics of engagement and what feedback and input did the management obtain:

  • Build long-term and trust-based relationships.

  • To further integrate and innovate technology solutions.

Outcomes and actions:

  • Prioritise building and nurturing of client relationships.

  • Provide staff with support to innovate and collaborate with clients.

2. Employee engagement

The Directors recognise that the Group’s employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible.

How the directors (and under their direction management) engage employees:

  • Regular Group wide employee surveys and feedback

  • Group Intranet site with regular updates.

  • Regular Town Hall meetings where Management provide update to employees

  • Employee appraisals and salary reviews.

  • Employee wellbeing – pension, healthcare and various localised employee benefit schemes.

  • Employee development – wherever possible, we aim to recruit and promote from within the Group

  • Employee Assistance Programme (EAP) offered to all employees which offers financial/legal advice, as well as support for employee mental health and well-being support

Key topics of engagement and what feedback and input did management obtain:

  • Salary levels are a key area which require further analysis.

  • Work life balance was cited as important to employees.

  • Further training and development opportunities.

Outcomes:

  • Regular industry benchmarking for employee compensation levels

  • Additional engagement with employees by line managers to ensure that their wellbeing is prioritized

  • Offering LinkedIn Learning to all employees, which provides online learning opportunities and courses.

3. Vendor engagement

The Group seeks the promotion and application of certain general principles in such relationships such as honesty, clarity and good relationship management. Many of our suppliers are long standing demonstrating a continuous effort to sustain healthy and mutually beneficial partnerships over time.

How the directors (and under their direction management) engage clients:

  • Responsible procurement practices

  • Negotiate contract renewals with vendors as and when contracts approach expiration.

Key topics of engagement and what feedback and input did management obtain:

  • Pricing and contractual provisions not always in line with strategic direction of the Group.

Outcomes and actions:

  • Focus more on cost reduction and leverage the long-term existing relationships with vendors to achieve better pricing.

4. Shareholder engagement

We create value for our shareholders by generating sustainable and robust results.

How the directors (and under their direction management) engage shareholders:

  • Regular meetings

  • Presentation of monthly results to the shareholders

Key topics of engagement and what feedback and input did management obtain:

  • Continued focus on financial performance and generating long term positive cash flows.

  • Strategic investments.

5. Communities and Environment.

Our business has been proactive in community involvement and is cognisant of its environmental

impact. Our community engagement has involved:

  • Local school tours of our business to support education and awareness

  • Charity partnerships

  • Supporting staff volunteer days with local charities.

This report was approved by the board on 10 September 2026 and signed on its behalf by:

Signed by:

M O’Brien

Director

Date 10 September 2026


Company Registration number 05677041