A trusted

currency partner

Annual Report 2025

Strong economies and inclusive

societies require trust.

Governments and central banks

need a partner that reflects

their goals.

Our focus on currency allows

us to deliver our purpose to

secure trust between people,

businesses and governments.

Throughout this report you will

find how we are shining a light on

five of the key reasons why our

customers and stakeholders see

us as a trusted currency partner.

Centuries of innovation

Read more about our business model on page 12

Established global partnerships

Read more about our markets on page 8

Financial resilience

Read more about our financial performance on page 52

Deeply integrated design

Read more about our success in design on page 16

Responsible operations

Read more about doing business responsibly on page 21

A trusted currency partner

Strategic report Governance report Financial statements De La Rue plc Annual Report 2025

Financial statements

Independent Auditor’s report 87

Consolidated income statement 94

Consolidated statement of comprehensive income 95

Consolidated balance sheet 96

Consolidated statement of changes in equity 97

Consolidated cash flow statement 99

Accounting policies 100

Notes to the accounts 110

Company balance sheet 155

Company statement of changes in equity 156

Accounting policies – Company 157

Notes to the accounts – Company 159

Non-IFRS measures 160

Five year record 164

About us IFC

Strategic report

CEO review 4

Our markets 8

Our business model 12

Our strategy 14

Stakeholder engagement and Section 172 statement 17

Responsible business report 21

Key performance indicators 48

Financial review 52

Risk and risk management 58

Governance report

Remuneration 69

Directors’ report 80

Directors’ responsibility statement 85

ContentsWho we are

Founded in 1813, De La Rue is a leading

commercial supplier of banknotes

and a long-standing trusted partner

to central banks and governments

worldwide. Banknotes have a

fundamentally important role to play

in the global economy, providing choice,

protecting privacy and making the

payments landscape more resilient.

Headquartered in the UK, De La Rue

operates on a global basis, supplying

55% of the world’s central banks and

manufacturing in the UK, Europe and

Asia. We offer world-leading banknote

design and technical support, fully

finished banknotes and components

thereof, including our durable

SAFEGUARD® polymer substrate and

advanced security features that are

resilient against counterfeiting attempts.

Our products are optimised for ease of

manufacture, reduced environmental

impact and cash cycle efficiency.

1 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

2025 highlights

FY25 has been

a turning point

for the business.

Successful strategic achievements:

Financial highlights

Market highlights

* A reconciliation of IFRS measures to non-IFRS financial measures can be found on pages 160 to 163.

Revenue

£217.5m

FY24: £207.1m +5.0%

55%

of issuing authorities use

De La Rue products

Loss before tax

£22.4m

FY24: £28.3m +20.8%

35%

of circulating denominations

feature De La Rue thread

Controllable adjusted

operating profit*

£34.2m

FY24: £29.5m +15.9%

39%

of all denominations issued since

2022 printed by De La Rue

Basic loss per share

9.6p

FY24: 10.2p +5.9%

denominations circulating

on SAFEGUARD®

Adjusted

operating profit*

£11.8m

FY24: £6.4m +84.4%

60%

of commercially printed

banknotes in the last five years

Currency order book

£342.5m

FY24: £239.2m +43.2%

– Agreed sale of Authentication division

to Crane NXT for £300m.

– Repaid revolving credit facility in full shortly

after year end, on completion of the sale

of Authentication.

– Sale of remaining business to a company

managed by Atlas Holdings completed

after the year end.

2 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Strategic report

In this section:

CEO review 4

Our markets 8

Our business model 12

Our strategy 14

Shareholder engagement and Section 172 statement 17

Responsible business report 21

Key performance indicators 48

Financial review 52

Risk and risk management 58

3 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

CEO review

“FY25 was truly

transformational, with

agreement reached to sell

Authentication, securing

our financial future and

our Currency operations

benefiting from our

growing order book.”

Clive Vacher, Chief Executive Officer

The last twelve months were

momentous for De La Rue. This

period has seen the recovery in the

Currency market, the first shoots

of which we saw at the end of 2023,

really take hold. At the same time

we agreed the sale of

Authentication to Crane NXT for

£300m in cash. This enabled us

to repay and cancel our revolving

credit facilities in full and provided

the means to reduce substantially

the outstanding deficit on the

defined benefit pension scheme.

With the completion of the

recommended acquisition of

De La Rue plc by ACR Bidco Limited,

a company indirectly wholly owned

by funds managed and advised by

Atlas FRM LLC (Atlas), in July 2025,

the long term ownership of the

business is now also secure.

When we set out our Turnaround Plan five years

ago, we were doing so in the knowledge that,

unless we substantially changed the funding,

cash flow and operations of the business, the

business did not have a future. Five years on,

we have repaid our banking facilities in full, we

have substantially reduced the deficit on our

pension fund and we have sold Authentication

for a price that reflects the quality of the

customer contracts and opportunities within

it. In addition our Currency business is seeing

increasing sales, using the additional capacity

for polymer substrate production that we built

in Westhoughton as part of the Turnaround

Plan and we are operating our three banknote

printing facilities efficiently and profitably.

£217.5m

revenue from continuing

operations (FY24: £207.1m)

£342.5m

Currency order book at year end

(FY24: £239.2m)

4 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

CEO review continued

We are now seeing the tangible benefits

of the transformation of the business that

we have enacted over the last five years.

With the sale of Authentication now complete

and the Revolving Credit Facility (RCF) repaid

in full, we are able to focus fully on our

world-leading Currency business and

delighting our customers.

Currency

One important element of the Turnaround

Plan detailed our strategy within Currency

for growing our sales of security features and

polymer substrate, as well as reorganising our

manufacturing and administrative operations

to make them more efficient and effective.

The aftermath of the Covid pandemic

meant that it took substantially longer than

originally envisaged to achieve this growth,

but the impact of those plans put in place

five years ago is now being reflected in our

financial results.

Through calendar 2024 we saw our Currency

order book grow. As the second half of FY25

progressed, we increased production in our

manufacturing operations as the fresh orders

that we had signed in the previous months

moved through to production. With increasing

manufacturing volumes, we saw a significant

jump in second half revenue, bringing the

total for the year to £217.5m (FY24: £207.1m).

The higher production volumes fed through,

combined with the benefits of our more

efficient operations, to almost double our

adjusted operating profit from continuing

operations to £11.8m (FY24: £6.4m).

At the same time as progressing those orders

which we had already closed, we continued

to add to our order backlog. Our win rate

for tenders in which we participate has

continued at the same high level that we

have seen in recent years. At the end of

March 2025 our order book had climbed to

£342.5m (FY24: £239.2m), giving us comfort

that our performance and activity levels

through FY26 and into FY27 will continue

at this higher level.

Authentication

Authentication provided a solid performance

during FY25, despite sales to Sudan being

impacted by the ongoing unrest there and

the considerable upheaval and extra work

required in separating the division from the

Group prior to sale.

The sale of this division, agreed in October

2024 and completed in May 2025, to Crane

NXT for £300m in cash has provided the

capital to secure the future of the remainder

of De La Rue, as well as finding a good home

for the division as it embarks on its next phase.

Doing business responsibly remains at

the very heart of what we do. Our strategy

encompasses clear commitments to act

with integrity at all times and to lead our

industry in sustainability. We have recently

completed a double materiality assessment

considering both De La Rue’s impact on the

environment and people and the outside

world’s impact on value creation by the

Group. The assessment, which included

consultation with a range of our

stakeholders, highlighted the importance of

protecting our business ethics and integrity,

preventing counterfeiting through product

quality and employee wellbeing and

inclusion. These results simply bring into

focus what we have prioritised for some

time, whether it is through use of our Code

of Business Principles, the development

work that we continually undertake to

ensure our banknotes incorporate the latest

anti-counterfeiting measures or the wide

range of initiatives we use to increase

employee satisfaction. Having completed

this assessment, we have refreshed our

Responsible Business framework, taking the

opportunity to formalise where we focus our

energies as we work to improve our impact

on the world around us.

Our ISO 37001 anti-bribery and corruption

certification was subsequently renewed

with no non-conformances raised for the

second year in a row. We were thrilled to

achieve another improvement in our

EcoVadis score, achieving a silver medal for

the third year running. Further information

on De La Rue’s approach to responsible

business can be found on pages 21 to 47.

Responsible business

For more information visit:

delarue.com/responsible-business

5 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Debt facilities

On 1 May 2025, on completion of the sale

of Authentication, the outstanding balances

drawn on the cash portion and the guarantees

on the bond and guarantee portion of the RCF

were repaid and the facility was cancelled.

Cancellation of the RCF removed a substantial

administrative burden from De La Rue, as well

as providing the direct financial benefit of

no longer needing to pay interest.

Pension

With the completion of the sale of

Authentication, an additional £35m of pension

deficit reduction payments were made to the

legacy defined benefit UK pension scheme

(the Pension Scheme), being a £32.5m

accelerated payment agreed with the pension

trustee at the time the sale of Authentication

was agreed in October 2024 and £2.5m

of additional deficit reduction payments

agreed at the time of the debt refinancing

arrangements agreed in 2023.

Since the last actuarial valuation of the

Pension Scheme at 30 September 2023,

which showed a deficit of £78m, De La Rue

has now made deficit reduction payments

totalling £45m.

An important part of reaching agreement

with Atlas for the purchase of De La Rue plc

was ensuring adequate protection for the

members of the defined pension scheme

going forward. Prior to the Board

recommending Atlas’ offer, Atlas entered into

a Memorandum of Understanding providing

protection for the Pension Scheme members

now De La Rue is an Atlas portfolio company.

Employees

We continue to keep the health, safety and

welfare of our employees centre stage.

Overall, we have had an excellent year for

health and safety compliance exceeding

our targeted lost time injury frequency rate,

through the active continuation of our

‘Safe, Secure and Sustainable’ layered audit

programme. We completed the year with just

one governmental reportable accident across

all sites, even with extensive construction

work at our Malta site.

Elsewhere we have supported employee

welfare by further developing site employee

engagement teams. These teams organise

events and activities for their sites including

community support and fundraising.

We have taken care to keep our employees

as fully abreast of the various strategic

developments that have occurred during the

last year as we can. Gearing up the business

for the higher levels of currency manufacture

that we are now producing, at the same time

as separating the Authentication division into

separate legal and physical structures, as well

as dealing with the additional work generated

by the sale process, has made FY25 a

transformational year for De La Rue. The

resilience, adaptability and commitment of

our employees have been essential in meeting

the time lines that we set. A particular mention

must go to our Malta-based teams, who have

managed the very complex separation of

Authentication and Currency operations into

two distinct areas, on a site manufacturing for

both divisions, while maintaining production

schedules throughout. On behalf of all the

Board, I would like to thank all our employees

for their efforts and am grateful for their

continued contributions.

Current trading and outlook

As indicated at the time of announcement of

our interim results and in our trading update

in March 2025, the strong order book and the

additional orders that we have won give us

confidence for the outlook for Currency. As we

move into FY26 with a strong order book, fresh

orders continuing to be won, an optimised

production schedule and without the burden

of excessive gearing that we have recently

endured, that confidence continues to firm.

Clive Vacher,

Chief Executive Officer

1 August 2025

“ With both revenue and

adjusted operating profit

increasing, FY25 has seen

the benefit of the

operational efficiencies

that we have achieved

over the last five years.”

CEO review continued

6 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

A trusted currency partner

Polymer: the

future of banknotes

De La Rue is the only global

banknote printer that also produces

polymer substrate. We leverage our

understanding of the print process

when we work with a central bank’s

design team on a new polymer note,

to create a banknote that is both

straightforward for secure printing

facilities to print and difficult

to counterfeit.

When central banks and issuing

authorities transition to polymer they

often begin with one denomination

and then convert their series over

time. The Central Bank of the United

Arab Emirates (CBUAE) recently

completed this transition, having

started on their modernisation

strategy in 2021. De La Rue is proud

to have partnered with CBUAE

throughout this project.

The latest denomination to convert is

the UAE 100 Dirham, which launched

in March 2025 and uses SAFEGUARD®

polymer substrate.

CBUAE’s strategic conversion to

polymer notes has enhanced the

durability and sustainability of

circulating currency, incorporated

improved security features to combat

the risk of counterfeiting, promoted

national identity and increased

accessibility for visually impaired

users through incorporating tactile

features within the notes.

For more information visit:

delarue.com/currency

7 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Our markets

– Tangible

– Ubiquitous, with extensive

infrastructure

– Financially inclusive: no need for a

bank account or internet connection

– Improved resilience of the payments

landscape

– Free-to-use

– Helps budgeting

– Protects a fundamental right to privacy

– No risk of identity theft or exposure

to cybercrime

– Quick and instant

– Good for emergency preparedness

– No data transfer involved

in a transaction

– Seigniorage (e.g. £4.2bn raised

for UK public purse in 2023-24).

Cash has a number of unique

functionalities:

Cash in circulation is

growing by 5% annually

750bn

estimated banknotes

in circulation globally

1st choice

at POS in Africa, Middle East

and Latin America

8 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Our markets continued

Banknote issuing authorities around the

world employ a variety of strategies for

securing the banknotes they need for a

functioning economy. The addressable

market for De La Rue depends on which

strategy they follow.

Some countries have their own banknote

printworks. Of these, some also use cotton

paper made in their own mills. Others buy

in that substrate. A third group do not have

their own printworks and rely on commercial

banknote printers such as De La Rue to

manufacture banknotes.

Three quarters of

De La Rue sales are to

territories where cash is

the main or even the only

method of payment.

180

150

120

Number of banknotes printed annually

State print, use own substrate

State print, buy in substrate

Commercial banknote print

Security

features

SAFEGUARD®

Banknote print

2021 20232022 2024 20252017 20192018 20202013 20152014 2016

120

100

Number of SAFEGUARD® banknotes

Polymer substrate currently represents around 5%

of total annual issuance, but is growing strongly.

Addressable annual banknote market bn

SAFEGUARD® circulating denominations

Sterling banknotes featuring a portrait of King Charles III were issued

for the first time in June 2024. De La Rue worked in partnership with

the Bank of England to introduce His Majesty’s portrait into the

existing polymer series.

9 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Global macro trends – A number of global macro trends are impacting our Currency business:

15.5%

reduction in energy use per tonne

good output

1.4bn

people without access to a bank account*

* Source: World Bank

75.1%

proportion of Currency revenue from Asia,

Middle East and Africa

denominations circulating on SAFEGUARD®

polymer substrate

Governments wish to act

responsibly and sustainably

Rise in digital payments Population growth in

developing countries

Increasing sophistication

of counterfeiters

Why this is important Why this is important Why this is important Why this is important

Our customers’ desire to act ethically and to

safeguard the planet’s resources leads them to

seek goods and services which are sustainable

in nature from companies who conduct business

in an ethical way.

The rise in digital payments is driven by

technological advances which have resulted in

changing consumer behaviour. This increase has

slowed dramatically since Covid and countries

like the UK have seen increases in the proportion

of transactions in cash in recent years.

Populations are still growing in developing

countries. This leads to a greater need for goods

and services, more cash being stored and a

higher number of cash transactions.

Counterfeiters are becoming ever more

sophisticated over time and take advantage

of the developments in commercially available

equipment and materials to produce fake

banknotes. Global fragmentation increases

the chances of state sponsored

counterfeiting attacks.

Our response Our response Our response Our response

De La Rue’s Code of Business Principles

defines the way in which we conduct ourselves

and forms a key part of our robust framework

of anti-bribery policies and processes.

We continue to decarbonise our operations

and value chain, as we work towards net zero

by 2050.

Our SAFEGUARD® polymer substrate lasts

longer, stays cleaner and is better able to be

recycled than the cotton paper equivalent.

Many of the significant countries in which

De La Rue operates have infrastructure, cultural

habits and financial literacy levels that inhibit the

natural adoption of digital payments by large

sections of the population.

For central banks that recognise that cash will

have a significant role to play even in a lower

cash society, SAFEGUARD® polymer banknotes

are a cost-effective solution to maintaining a

functioning cash cycle.

De La Rue is monitoring the rise of digital

currencies and is pro-active in influencing

discussions about access to cash and central

bank digital currencies.

De La Rue is well-placed with long-standing

customer relationships (over 60 central banks

have been our customers for over 20 years)

to provide banknotes to countries where cash

will remain a significant payment method.

Our cash cycle analytics tool is designed to help

central banks and issuing authorities forecast

future demand more easily as factors such as

population growth impact banknote demand.

De La Rue banknotes are designed to deter

counterfeiters through the effective layers of

security features integrated into an engaging

and easy-to-authenticate banknote design.

We design the majority of commercially

produced banknotes and provide the only

solution for central banks seeking a covert

authentication feature that forms part of the

polymer banknote substrate.

De La Rue also has expertise in holographics,

colourshifting and micro-optic technology,

allowing us to maximise the complexity of a

banknote and minimise the risk of simulation.

Our markets continued

10 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Cutting

edge security

features

A trusted currency partner

Our IGNITE® security thread uses

state-of-the-art combinational

technology and a wide palette of

vibrant colours to create change

that is precisely coupled with

striking movement effects.

The vibrant colours make IGNITE®

stand out and the effects are

sharp, clear and obvious when

tilted across a wide range of

viewing angles. Two highly secure

technologies, colourshift and

micro-optics, combine to create

double the counterfeit barrier

and lead to a thread that is highly

secure as well as visually striking.

Unlike other colourshifting

threads, IGNITE® does not copy

well, making it resistant to one of

the more popular methods of

simulation attacks.

This latest thread from De La Rue

has proved popular for use in mid

and high denomination paper

banknotes, increasing their

counterfeit resilience. We have

invested in additional bespoke

machinery to meet this demand.

For more information visit:

delarue.com/currency

11 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Our business model

Why our customers choose us

Our purpose is to secure trust

between people, businesses

and governments.

We offer world-leading banknote

design and technical support, fully

finished banknotes and advanced

security features, including our

durable SAFEGUARD® polymer

substrate. Our products are

optimised for ease of manufacture,

reduced environmental impact

and cash cycle efficiency.

Our products in use:

– Enable secure participation

in the economy

– Help to deliver economic

confidence

– Support social and financial

inclusion

– Provide a strong symbol

of national identity

– Are designed specifically

for the needs of each nation

We are the

currency partner

of choice

Trusted brand

De La Rue is a trusted British brand with long-standing

relationships with many governments and central banks around

the world and printing expertise stretching back over 200 years.

on page 7

Design expertise

Our in-house design studio leads the industry with a team that

has over 300 years of experience, collaborating with customers

through the development process.

on page 16

Long-standing relationships

Trust is paramount in the secure print industry. Sales cycles

are long and customers seek to build partnerships over time.

Many of our customers have dealt with De La Rue for decades

and we have built relationships with them up to the highest level

over the years, providing support and advice throughout the

lifecycle of their notes.

on page 10

Research and development

Our research and development activities provide innovation,

leveraging our deep knowledge of our customer needs,

such as security features like IGNITE®.

on page 11

Manufacturing and development capability

We have invested in world class facilities for the manufacture

of banknotes, security features and SAFEGUARD® polymer

substrate. We can scale up to meet demand without

further investment.

on page 15

Core expertise in secure printing and integration

Our dedicated employees work closely with our customers

to produce secure printed products of the highest quality

with all elements within them well integrated.

on page 31

Suppliers and partners

We build enduring relationships with our suppliers and partners

all over the world to ensure ethical, sustainable and reliable

delivery to our customers.

on page 29

12 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Customers

>2.5 times

polymer banknote

lifespan over paper

– Gain durable, high-quality banknotes,

exemplifying the country they represent,

embedding a combination of features

that combat counterfeiting.

Suppliers

>95%

of supplier spend is

repeat orders

– Gain a long-term working relationship

with an ethical partner.

– Receive repeat orders from a customer

that treats them with respect.

Employees

1,768

health and safety

training days provided

in FY25

– We promote an inclusive culture which

values diversity, the health and wellbeing

of our employees and whether they can

achieve their potential.

Communities

– We are conscious of our responsibilities

to the communities in which we work and

are committed to minimising the impact

of our operations on the environment.

Shareholders

214%

total shareholder

return in last 5 years

– Our strategy is designed to achieve

sustainable profitability and cash generation

to create long-term shareholder value.

The environment

16%

reduction in energy use

per tonne good output

– We aim to become carbon neutral from our

own operations by 2030 and seek to minimise

energy used per tonne of good output.

Our business model continued

Understanding

customer needs

– Our customers are

largely banknote

issuing authorities

and state print works.

We are relied upon

by them as a trusted

partner. We understand

the national significance

of the introduction of

a new denomination

or banknote series

and work closely with

our customers from

design through

to implementation.

– Given we design so

many of all circulating

banknotes, we have

a uniquely broad and

diverse range of

customers and are

exceptionally well-

placed to manage

every type of cash

cycle and situation.

Design and

technical expertise

– We layer traditional

design techniques

such as engraving with

the latest security

features to produce

attractive and robust

banknotes. These

combine national

symbols, logos, colour,

features and substrate

to create an attractive,

sustainable, cost

effective, resilient

completed product.

– The integration skills of

De La Rue’s designers

ensure that our

products are easy

to authenticate,

but also resistant

to counterfeiting.

Precision

manufacturing

– We produce goods

of the highest quality

at volume.

– Each banknote is

different at the end

of the manufacturing

process in order to be

traceable, but must

also be verifiable,

so designed for

recognition and

authentication.

Operations

– Our physical products

are produced and

shipped to meet

customer timetables.

We plan our production

timetables carefully to

meet customer needs

and maximise

operational efficiency

across our sites.

– We maintain a range

of ISO certifications

across our sites to

provide independent

reassurance to our

customers that we act

ethically, manufacture

safely and with high

quality standards,

with due regard to

the environment

and according to the

standards set up by the

secure printing industry.

How our strengths come together… …to create value for our stakeholders

13 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Our strategy

Our day-to-day

strategic focus has

three broad pillars:

Grow repeatable business

Increasing our revenue through relationships,

expertise and high-quality products.

Drive efficient operations

Continuing our strategy towards cost efficient

operations and a long-term resilient business.

III

Invest for the future

Complete planned investments and

drive innovation using our deep market

understanding to develop future solutions.

Find out more about how we measure progress against

our strategic aims in KPIs on pages 48 to 51

Grow repeatable business

What this strategic pillar covers

Continue our high win rate

to supply secure innovative

banknotes of the highest quality

to our customers

Continue to operate in

accordance with the highest

ethical standards

Continue to build trusted

relationships with state printworks

(and central banks in countries

with state printworks) to grow

sales of:

– polymer,

– security features, and

– overspill services

Progress in FY25

Currency revenue for the year

of £217.5m (FY24: £207.1m)

Currency order book grew to

£342.4m (FY24: £239.2m) over

the year

Sustained long-term position as

leading designer of commercially

produced banknotes

Grew the SAFEGUARD® polymer

external order book by 183% over

the year, including new banknotes

printed by state printworks

Drive efficient operations

What this strategic pillar covers

Stabilise the funding position

of the Group

Balance Currency operations

to anticipated demand – continue

to print banknotes profitably

Resolve remaining legacy issues

affecting shareholder value

Deliver further areas of operational

efficiency improvement, with

strong focus on cash generation

Deliver seamlessly for our

customers

Progress in FY25

Agreed sale of Authentication

for £300m, sufficient to clear

outstanding debt and reduce

remaining pension fund deficit

substantially

Amended shift pattern at

manufacturing facilities to vary

with level of order intake

Currency achieved 5.0% growth

in revenue and 89% growth in

adjusted operating profit

compared with prior year

Produced a range of market-

leading notes, including award-

winning notes for Bermuda, Peru,

the Eastern Caribbean Central

Bank, Thailand and Tonga

Invest for the future

What this strategic pillar covers

Commercialise the next

generation of effects, security

features and product formats

using our expertise in design

optical science and process

engineering

Evolve SAFEGUARD® to enable

the next generation of security

features and maintain ‘best for

printers’ focus

Continue to decarbonise our

operations and value chain, as we

work towards net zero by 2050

Progress in FY25

Progressed investments in

Malta supersite, with improved

capability and capacity from

H2 FY26

Production volume of

SAFEGUARD® more than doubled

compared with prior year

16% decrease in energy use

per tonne good output

14 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

A trusted currency partner

Investing to

deliver our strategy

For more information

see page 14

The investments that we have made,

implementing our Turnaround Plan

which we first set out five years ago

in 2020, are now providing returns.

We have more than doubled our

capacity to produce SAFEGUARD®

polymer substrate in Westhoughton

and invested in machinery to

expand our range of security

features. We are now completing a

state-of-the-art banknote printing

facility in Malta to complete our

transformation. This will allow us to

deliver efficiently and effectively for

our customers as our revenue grows.

15 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Designing

for the world

A trusted currency partner

The Bermuda Monetary Authority’s

new $5 polymer banknote won the

International Bank Note Society’s

‘Bank Note of the Year Award’ for

2024. This is a prestigious award

that is voted for IBNS members and

reflects the most favoured design

of the year.

Designed and printed by De La Rue

on SAFEGUARD® polymer substrate,

this banknote incorporates the latest

innovations in banknote security

features such as an ARGENTUM™

tuna fish and Enhanced GEMINI™

patterns that appear under

ultraviolet light.

The note has a half window depicting

a cloudy sky and an underwater

scene viewable from both sides.

Surrounding the window, security

features such as ILLUMINATE™

and ROTATE™ are integrated into

the iridescent ink design of waves,

multiple fish, and a sun, which

appear when the notes are tilted.

For more information visit:

delarue.com/currency

16 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Stakeholder engagement and Section 172 statement

Our Directors are focused on delivering

the Company’s strategy and understand

the importance of communication and

engagement with all stakeholders in

achieving that objective.

This section provides insight into the

discussions held by the Board and the ways

in which the Board engaged, both directly

and indirectly, with key stakeholders, and

how this engagement informed the Board’s

decision making during FY25. In its

discussions and decision making during

the year to 29 March 2025, the Board acted

in the way that it considered, in good faith,

would be most likely to promote the

success of the Company for the benefit

of its members as a whole.

We recognise

the importance

of engagement

with all our

stakeholders

Further, during the year, we have undergone

a double ESG materiality assessment and

have engaged with a range of stakeholders,

including employees, customers and

investors, through a combination of in-depth

interviews and questionnaires, to enable us

to hear directly from our stakeholders on

what is most important to them in relation

to De La Rue’s Environmental, Social and

Governance impacts, risks and opportunities.

More information on this can be found on

pages 25 and 26.

Methods used by the Board

The Executive Directors and other members

of the Executive Leadership Team, supported

by senior management, undertake the key

engagement with stakeholders. All of our

internal and external relationships are built

on trust and communication. As such, we

maintain clear accountabilities for relationship

management across the business, to ensure

that we protect and develop our reputation

with all our stakeholders.

During FY25 the Board was kept up to date

with shareholder and other stakeholder views

through reports from Executive Directors,

members of the Executive Leadership Team,

brokers and advisers, and directly from

meeting shareholders and employees.

All of our Board members are encouraged

to spend time in the business and to meet

with our workforce.

Section 172 principle Disclosures Page

The likely consequences

of any decision in the

long term

CEO review 4 to 6

Our business model 12 to 13

Our strategy 14

The environment 38 to 47

Key performance indicators 48 to 51

The interests of

our employees and

wider workforce

People 31 to 37

Business standards 27 to 30

Remuneration Report 69 to 79

The need to foster

business relationships

with our suppliers,

customers and other

key stakeholders

Our business model 12 to 13

Third party partner sales consultants

(TPPs) and suppliers 29

Our markets 8 to 10

The impact of

our operations

on the community

and environment

Environment & TCFD 38 to 47

Charitable and community activities 37

The desirability of

maintaining a reputation

for high standards of

business conduct

People 31 to 37

Responsible business 21 to 47

Raising concerns 36

Accreditations and certifications 30

The need to act

fairly between

our shareholders

Responsible business 21 to 27

How our Board are making decisions on relevant matters

17 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Stakeholder engagement and Section 172 statement continued

Our strategic objectives

Grow repeatable business

Drive efficient operations

Invest for the future

Whilst the Directors’ primary

focus is to deliver a return to

shareholders that is sustainable

over the long term, the Directors

are aware of their wider

obligations to all stakeholders.

Investors

Link to strategy

Why we engage

Our shareholders are the owners of the Company – and as such

the views of our investors are an important part of Board decision

making. Engaging with shareholders is a continual process

throughout the year, and the Board is aware that understanding

investors’ priorities and maintaining a clear and open dialogue

is important.

Company engagement

We have an Investor Relations team, and during FY25 had an active

investor relations programme meaning that investor views were

regularly summarised and presented to the Board. In addition,

movements in our share register were reported to the Board

when applicable.

We engaged proactively with shareholders and institutional

fund managers and discussed a range of strategic, financial and

operational matters, with particular focus on the repayment of

debt. Throughout the year our Chairman and Chief Executive

Officer regularly met our major shareholders directly to discuss

their views on the divestment of the Authentication division, the

preliminary possible conditional cash offer, and the Formal Sale

Process, which resulted in the recommended acquisition of the

Group by ACR Bidco Limited. The views of our investors were

reported directly to the Board as a whole.

For our other shareholders with smaller holdings, our full and half

yearly results presentations were webcast and available for all.

In addition, shareholders were entitled to attend the AGM and

we provided a Q&A facility on our website in advance of general

meetings. At our September 2024 AGM, all resolutions passed

in excess of 96%. Shareholders were invited to the Court Meeting

and General Meeting on 3 June 2025 to speak and vote on the

recommended acquisition of the Group by ACR Bidco Limited.

Lenders and Pension Trustee

Link to strategy

Why we engage

Our lenders have been a key stakeholder for the Group in

relation to the revolving facility agreement that was extended

to 1 July 2025 in December 2023. These facilities were repaid

in full on 1 May 2025.

Our relationship with the Pension Trustee is key for the protection

of current and former members of the Pension Scheme.

Company engagement

Throughout the year, we engaged directly with, and sought

approval from, the Lenders and Pension Trustee, in relation to both

the sale of our Authentication Division which allowed us to repay

the Group’s existing revolving credit facility and the acquisition

of the Group by ACR Bidco Limited.

The proceeds of sale of Authentication enabled us to reduce

significantly the deficit on the Group’s legacy defined benefit

pension scheme by paying £32.5m as an accelerated contribution

as well as £2.5m in additional pension deficit repair contributions

agreed at the time of the June 2023 refinancing. All these

payments have been applied to further reduce the deficit.

Subsequent to the year end, on the acquisition of the Group

by ACR Bidco Limited, a Memorandum of Understanding with the

Pension Trustee was entered into offering protection to members

of the DLR Pension Scheme.

Read more on pages 56 to 57 Read more on page 20

18 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Stakeholder engagement and Section 172 statement continued

Employees

Link to strategy

Why we engage

We rely on our highly skilled global workforce to deliver our

business results, and the Board understands that having regular

engagement with the workforce can help to drive people to

perform. The Board is keen to understand the views of employees,

and always has due regard to their interest, in particular so to be

able to motivate and retain key talent. During FY25, our employees

had to face a period of uncertainty and change within the Group,

and therefore the Board was focused on understanding the impact

of this on staff to recognise what has worked well, and where there

were areas for improvement.

Company engagement

We invited UK Viables site representatives to meet the Board

to have a two-way dialogue on the impact of the Authentication

divestment and the commencement of the Formal Sale Process.

In addition both Clive Vacher and Ruth Euling undertook site visits

to engage with local employees directly.

In FY24, to enhance recognition of our workforce, we launched

our Golden Ticket scheme which enabled senior leaders to give

on the spot awards for exceptional effort or contribution. Further,

our sites hold recognition celebration events whereby employees

or managers can nominate another employee based on their

demonstration of our Values in their work, as well as recognising

long service, recent qualifications and other achievements.

Customers, third party sales consultants (TPPs)

and other suppliers

Link to strategy

Why we engage

We are proud of the strong relationships we have built with our

customers over many years. We understand that our relationships

with our suppliers and Third Party Partners (TPPs) are fundamental

to our ability to operate our business effectively and deliver

our strategy.

Our relationships with our customers and suppliers are based

on mutual understanding, respect and trust. While much of this

engagement is led by executive management, the Board kept the

status of our supply chain under review during the year as well as

approving both supply and customer contracts of significant value.

Company engagement

In addition, we work closely with our suppliers and customers to

ensure that our supply chain process is compliant with local and

international legislation. We have continued to develop our third

party screening systems and processes this year; we continually

review an ongoing stream of high-quality data to ensure that we

have a deep understanding of the suppliers, TPPs and customers

that we trade with. We are fully committed to meeting the

Environment, Health and Safety (EHS) requirements of our

customer base and we actively work with them on their requests

for data and technical support.

Other stakeholders: Trade bodies, regulators,

partners in sustainability

Link to strategy

Why we engage

The Board has regard to the interests of a range of other

stakeholders, including industry bodies, regulators and our

partners in sustainability.

We are heavily involved in leading the industry through our

involvement with trade bodies, in order to drive best practice.

Company engagement

We are one of the founder members of the Bank Note Ethics

Initiative, and Ruth Euling, Executive Director, is the Vice Chair on

the International Currency Association. The ICA works to promote

the currency industry through industry conferences, consumer

marketing and a focus on sustainability.

We are a member of the Expert Working Committee for Intergraf,

therefore working with other security specialists from the industry,

consulting with Intergraf on improvements to additional security

and inclusion of technology.

The Directors continue to pursue longer-term sustainability

goals, including carbon targets for 2050, in each case supported

by action plans. In recognition of these efforts, in FY25 the Group

was awarded B for Climate Change by CDP, giving De La Rue

leadership status in this area.

Read more on page 33 Read more on pages 29 and 37

19 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Stakeholder engagement and Section 172 statement continued

How we factor our stakeholders

into our decision making

During FY25 a key matter for consideration

by the Board was the entering into of a

definitive agreement for the sale of the

Group’s Authentication Division to Crane NXT,

Co. (‘Crane NXT’) for a cash consideration

representing an enterprise value of £300m

(the ‘Transaction’) as announced in

October 2024.

Another key matter for the Board’s

consideration was the decision to

commence a Formal Sale Process of the

Company, as announced in February 2025,

and the ultimate recommendation to

shareholders of the Group’s acquisition

by Atlas for 130 pence per share

(the ‘Recommended Acquisition’).

The Board considered that, following the

period of unprecedented change for the

Group, including the three-year turnaround

plan launched in 2020, various legacy

headwinds, and the substantial deficit on

the Group’s Pension Scheme, conflicting

stakeholder objectives had arisen. Following

Clive Whiley’s appointment in May 2023,

the Board had instigated a detailed review

of the core strategic strengths of the Group

which had determined how best to optimise

the underlying intrinsic value of the Group’s

business. This review enabled the Board to

engage constructively with a number of parties

that had expressed an interest in each of the

Group’s divisions and the Group as a whole.

Following this review, the Board held

additional meetings where it discussed and:

– Considered the Transaction value of

£300m by Crane NXT that would unlock the

intrinsic value of the Authentication Division.

– Considered the impact of the Transaction

on our stakeholders including:

– Lenders: The Group’s revolving credit

facility with our lenders would be repaid

in full and cancelled.

– Pension Trustee: The outstanding

deficit on the Pension Scheme would

be substantially reduced by payment

of a £30m pension deficit repair

contribution. Further, in relation to the

Pension Trustee, the resulting net cash

position of the Group, together with the

reduced deficit on the Pension Scheme,

would materially de-risk the Group and

assist in delivering a long-term solution

for the Pension Scheme.

– Employees: The Board considered

that Crane NXT was a strong buyer for

the Authentication Division, following

its acquisition of OpSec, and recognised

that Crane NXT provided an excellent fit

for the Authentication Division’s people.

Following the announcement of the

Transaction, employee communications

including newsflashes and an update

call from the Chief Executive Officer

were undertaken to ensure employees

were kept appraised of the situation.

Further, during the separation process,

employee consultation was paramount

with presentations to teams explaining

the impact to them. For more

information on employee engagement,

please go to page 29.

– Investors: Following the Transaction,

the Group comprises a profitable

Currency Division, being a market

leader in its field, with net cash on the

balance sheet. Clive Whiley engaged

directly with our major shareholders

during the year to discuss the

Transaction to ensure their support.

– Debated the preliminary possible

conditional cash offer of £1.25 per share

received from PSFC Entities as first

announced in December 2024. Further, as

announced in February 2025, this possible

offer proposed a transaction structure

including the issuance of a debt instrument

to the PSFC Entities and a share buyback

at £1.25 per share.

– Determined that, following interest from

a number of parties, in February 2025, a

Formal Sale Process of the Group should

be commenced.

– Considered the business and stakeholder

impact and the decision on the agreement

with Atlas to acquire the issued share

capital of the Group for 130 pence

per share:

– Employees: The Board considered that

the recommended acquisition, leaving

the Group under private ownership

puts it in a better position for further

investment, as well as providing a

scaled, better capitalised and actively

growing business, therefore providing

more opportunities and stability for our

workforce. Following the announcement

of the recommended acquisition,

employee communication was key

including newsflashes and an update

call from the Chief Executive Officer.

Further, we ensured guidance and

support was available to those

employees who were participants in a

share scheme so that they understood

what actions were required of them.

– Investors: The acquisition price offered

to investors of £1.30 per share would

return approximately £263m to

investors, and a 38% increase of the

share price on 14 October (being the

day before the Group announced the

sale of the Authentication division).

– Pension Trustee: The Board considered

that Atlas would be a strong sponsor for

the Pension Fund, being experienced in

investing in companies with significant

stakeholder relationships, like the

Pension Trustee. Atlas entered into a

Memorandum of Understanding with

the Pension Trustee, therefore providing

protection to the members of this

Pension Scheme, whilst giving the

Group the ability to operate its

business outside of the current capital

constraints, and operating alongside

the support of a well-capitalised owner.

Following the Court Meeting and General

Meeting on 3 June 2025, the recommended

acquisition was approved by shareholders,

and received sanction by the Court on

30 June 2025. The Company was delisted

from the London Stock Exchange on

3 July 2025.

20 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report

Acting with

integrity in all

that we do

As a responsible business it is

important that we uphold the highest

ethical, social and environmental

standards in the way we conduct

our business, acting with integrity

in all that we do.

This report outlines some of the ways

we are fulfilling these commitments.

Further information demonstrating how

Environmental, Social and Governance

(ESG) considerations are embedded

in our performance and strategy to

support the long-term interests of the

business and its stakeholders can be

found throughout the Annual Report

and on our website www.delarue.com.

We support:

We continue to be transparent about our

environmental initiatives through our CDP

(formerly known as the Carbon Disclosure

Project) disclosure. We have disclosed

publicly to the CDP on Climate Change

since 2011 and Water Security since 2022.

In FY25 we also disclosed publicly on

Forests, marking the first year we have

disclosed on all three topics in line with

our commitment to transparency.

De La Rue has been a

participant in the UN Global

Compact (UNGC), the world’s

largest corporate sustainability

initiative, since 2016 and we

remain aligned with the universal

principles on human rights,

labour, environment and

anti-corruption that are

championed by the UNGC.

De La Rue has been awarded

a Silver EcoVadis Medal for the

third year running, placing us

among the top 15% of companies

assessed by EcoVadis. Our

EcoVadis score has improved

again this year, recognising

our strong sustainability

management system across

the four pillars of Environment,

Labour & Human Rights, Ethics

and Sustainable Procurement.

21 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Highlights

ISO37001

In 2025 we were recertified with

no non-conformances

– We have maintained our Banknote

Ethics Initiative (BnEI) accreditation,

and are working in active participation

with BnEI to develop this important

ethical collective action initiative

for the banknote industry.

– We have been recertified for our

ISO37001 (anti-bribery management

system), with no non-conformances

for the second year in a row.

– During a period of significant change

we have maintained our employee

communications through multiple

forums and channels. We are grateful

to our employees for sharing honest

and open feedback with us.

– We have achieved another improvement

in our EcoVadis score, achieving a Silver

EcoVadis Medal for the third year running,

placing us in the top 15% of companies

assessed by EcoVadis.

– We have submitted our first CDP

disclosure across all three scored topics.

Looking forward

– We will continue to uphold our Code

of Business Principles, which sets out

the core principles defining the way

we behave and work daily.

– We will continue to develop our

governance framework and to train and

communicate with our employees across

our key ethics and compliance topics.

– We will continue our focus on diversity,

equity and inclusion by ensuring

everyone understands the importance

of fairness and respect in the workplace

through a clearly communicated policy

and training programme.

– We will continue to seek to employee

feedback through regular engagement

surveys.

– We are committed to supporting the

circular economy through working with

our stakeholders to implement polymer

recycling solutions for all our customers.

– We will continue to decarbonise our

operations and value chain and are

committed to publishing our transition

plan to achieve net zero by 2050 within

the next two years.

“ We have a long-held belief

that as a business we have a

responsibility to operate in a

way that improves the world

around us: for our customers,

our employees and the wider

communities in which

we work.”

Clive Vacher, Chief Executive Officer

Acting with integrity

We have fully updated and refreshed our

Responsible Business framework this year, by

carrying out a double materiality assessment,

taking the opportunity to consult with and

listen to our stakeholders and to seek to

understand what matters most to the people

and organisations that we engage with, and

where to focus our energies as we work to

improve the world around us. The refreshed

and refocused framework that is laid out in

this responsible business report will form

the foundation of our ESG strategy going

forwards. We remain committed to the

UN Global Compact, which we have been

a participant in since 2016, and believe that

through our work to act with integrity in all

that we do, we make a significant contribution

to many of the UN Sustainable Development

Goals (SDGs).

22 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Through good governance For our people For the environment

We operate with a robust governance and

compliance structure, underpinned by our

Code of Business Principles, and comprising

internal policies, processes and oversight

and compliance assurance standards.

We are committed to creating a culture

of respect and inclusivity for every

individual who works within our business,

prioritising their health, safety, wellbeing

and fair treatment.

We seek to continuously improve our

management of environmental sustainability,

focusing on assessing the potential risks and

opportunities for the business and reducing

the impact of our operations and products

on the environment.

Material Issues

– Business ethics and integrity

– Preventing counterfeiting through

product quality

– Cybersecurity and data privacy

Material Issues

– Employee wellbeing and inclusion

– Sustainable supply chain management

Material Issues

– Supporting the circular economy

– Climate adaptation and resilience

– Sustainable supply chain management

FY25 Highlights

– Maintained our BnEI accreditation and

worked closely with BnEI to further

develop this important ethical collective

action initiative for our industry.

– Recertified for our ISO37001 (anti-bribery

management system) accreditation, with

no non-conformances for the second

year in a row.

– Certified for ISO27001 (information

security management systems) to the

2022 standard, introducing a wide range

of additional information security controls.

FY25 Highlights

– Reviewed best practice around Modern

Slavery including development of KPIs.

– Celebrated and raised awareness of

global cultural events and activities

through an ongoing targeted

communication campaign.

– Managed a large and complex employee

engagement programme related to the

sale of the Authentication business,

actively supporting our employees

through a time of significant change.

FY25 Highlights

– Reduced our overall carbon emissions

by 24% compared to last year.

– Identified additional recycling routes

for our Westhoughton polymer substrate

waste. See page 39 for further details.

– Updated our Banknote Lifecycle

Assessment (LCA) model. See page 38

for further details.

– Built upon our environmental metrics.

See page 46 for further details.

Acting with integrity

23 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

See pages27 to 30 for further information

about our good governance

See pages 31 to 37 for further information

about our people impact

See pages 38 to 47 for further information

about our environmental impact

Responsible business report continued

Supporting the UN SDGs through

our work

We have been a participant in the UN Global

Compact (UNGC), the world’s largest corporate

sustainability initiative, since 2016 and we

remain aligned with the universal principles

on human rights, labour, environment and

anti-corruption that are championed

by the UNGC.

United Nations Sustainable

Development Goals

We believe that by adopting internal polices

and processes which have a positive impact

on our stakeholders, we make a significant

contribution to the following 17 UN SDGs:

Contributing to the UN SDGs

Through good governance For people For the environment

Our additional UN SDG contributions

Our highly secure products underpin

the integrity of economies and trade.

Our Currency products and services

promote financial inclusion, enabling

all citizens, including those with little

or no access to the banking system,

to participate in the global economy.

Our products are designed to

deter counterfeiters and protect

the integrity of currencies around the

world, enabling and supporting strong

Central Banks, which underpin peace

and justice.

By delivering on our purpose and

working closely with governments,

central banks and commercial

organisations, we provide products

which improve economies, particularly

amongst developing countries.

We are proud of our diversity, equity

and inclusion programme and have

a gender target for our management

population which is a KPI. We report

and publish information in line with

our obligations under the UK Equality

Act (Gender Pay Gap Information)

Regulations.

We work with governments to secure

trust and build strong economies by

providing solutions which underpin

the integrity of economies and trade.

We protect labour rights and

promote safe and secure working

environments for our workers and

expect our suppliers to do the same.

According to the World Bank, as

recently as 2021, 1.4 billion adults did

not have a bank account, representing

24% of adults globally, with gender,

income, age, education and workforce

gaps in every region of the world in

terms of access to banking services.

Our Currency products enable all

members of society, including those

without access to banking services

or cashless payment methods,

to have access to finance.

We are committed to leading our

industry in sustainability, working

on the sustainability credentials of

our products through their lifecycle

and investing in recycling and waste

management initiatives and carbon

footprint models. We disclose

annually to the CDP, have approved

SBTi targets, and support the

recommendations of the Task Force

on Climate-related Financial

Disclosures (TCFD).

We recognise the need for concrete

climate action and have driven various

initiatives to reduce our impact.

We report on Scope 1, Scope 2 and all

relevant Scope 3 emissions annually

and have set targets to reduce our

absolute emissions.

24 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Impact

materiality

Business impact

on people

and planet

Financial

materiality

Sustainability and

climate impact

on our business

Double

materiality

Responsible business report continued

This year, we have conducted a double

materiality assessment, to define and rank

our material issues in terms of people and

planet, assessing both impact materiality

(our impact on the environment and people)

and financial materiality (the outside world’s

impact on our value creation).

We chose to conduct the materiality

assessment because we recognise that our

sustainability strategy and goals must align

to the needs of our key stakeholders, must

focus our efforts and resources on the

issues that have the highest significance

for our environment and the people that

we impact, and that represent the greatest

risks and opportunities to our business,

both now and in the future.

The assessment has both provided

reassurance that we are focusing in the

right places, and also helped us to

understand where we need to continue

to grow and develop. We were especially

encouraged to see very clear alignment

between the different stakeholder groups

in the assessment of which issues matter

most, and that we are already taking the

right steps to address these key areas.

1. Topic identification through peer

review and a review of industry and

ESG reporting standards.

2. Stakeholder engagement through

independent interviews with key

stakeholders including members of our

executive leadership team, customers

and suppliers.

3. Significance scoring through conducting

surveys to determine stakeholder scoring

of the initial priorities identified and then

to prioritise issues and stress test them

against their, scope, scale, likelihood,

remediability and magnitude. This stage

engaged a wide range of employees,

customers, suppliers and investors.

4. Matrix development, mapping the issues

on a matrix based on their impact on the

business and external environment.

The double materiality assessment process

Using materiality

to strengthen

our commitment

Key learnings from 2024

The process we followed

25 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Following the completion of our double

materiality assessment the following

material issues have been mapped onto

the materiality matrix, showing their ranking

according to their impact on the business

or environment.

1. Business ethics and integrity; upholding

ethical standards, transparency and

integrity in all business operations to

foster trust and compliance while fighting

corruption and bribery across the industry.

2. Preventing counterfeiting through

product quality; safeguarding consumer

trust by implementing rigorous measures

to prevent counterfeit products and ensure

product quality, safety and authenticity.

3. Cybersecurity and data privacy;

protecting digital infrastructure and data

from cyber threats to maintain security

and privacy.

4. Employee wellbeing and inclusion;

creating a safe, inclusive workplace that

fosters employee wellbeing through equal

opportunities, professional development,

and supports a culture that attracts and

retains diverse talent.

5. Sustainable supply chain management;

responsible sourcing of materials and

rigorous screening of partners in the

supply chain to ensure standards are met

to mitigate ESG or human rights breaches.

6. Supporting the circular economy;

implementing waste reduction, recycling

and circular practices to reduce

environmental impact of our products,

from design to disposal to support

a circular economy.

7. Climate adaptation and resilience;

preparing business operations across the

value chain to withstand climate-related

impacts, such as the transition to net zero

while improving energy efficiency to

reduce reliance on fossil fuels and reduce

overall GHG emissions from direct and

indirect business operations.

The chart above shows the results of our double materiality assessment, considering both impact and financial materiality.

Each material issue has been plotted in terms De La Rue’s impact on:

• the environment and the people (y-axis)

• how people and environment impact De La Rue’s economic value creation and financial risk (x-axis)

Environment

Social

Governance

Materiality matrix

Impacts materiality

Financial materiality

SignificantMinimal Informative Important

Read more on page 25

26 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

The Board encourages a culture of strong

governance across the business and has

oversight of all our ESG initiatives through

regular reporting to our Board and its

Committees. During FY25 Clive Vacher

was the nominated Director with overall

responsibility for our sustainability strategy,

and the Executive Leadership Team (ELT)

played a key role, with responsibility for

strategy implementation, setting targets,

ensuring ongoing monitoring of performance

and that ESG issues are an integral part

of day-to-day business decision making.

Our ethical credentials were monitored

by the Ethics Committee during the year,

via formal internal and external audits, and

by senior management review forums.

Code of Business Principles

Our Code of Business Principles is available

in English, Maltese and Sinhala to ensure

accessibility for all colleagues.

It is divided into three sections:

Our People, Our Business Standards and

Our Information. Further details about the

subject areas covered in each section are

shown in the Ethical Framework graphic

on page 28. The Code includes an ethical

decision guide, scenarios based on each

subject covered, and details on how to

raise ethical concerns.

Every employee has to confirm that they

understand and will adhere to the Code

and will speak up if they become aware

of any breaches.

Anyone who raises a concern in good faith

will be fully supported by the Company.

If an employee is found to have acted

in breach of the Code, the Group takes

appropriate action to address that breach,

including disciplinary action and ultimately

terminating employment in the most

serious cases. Contractors and all those

acting on our behalf are also expected

to adhere to these standards.

Acting with integrity

through good governance

It is vital that we conduct our business with integrity,

honesty and transparency. The risks of unethical

conduct are recognised and managed through

a robust governance and compliance structure,

underpinned by our Code of Business Principles,

and comprise internal policies, processes and

oversight and compliance assurance standards.

Securing trust:

27 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Supporting Policies

– Anti-bribery

& corruption

– Competition

& antitrust

– Conflicts of

interest

– Recruitment

of PEPs

– Prevention of

tax evasion

– Fraud

– Sustainability

– Sanctions

– Expenses

– Charitable giving

– Supplier Code

of Conduct

– Gifts & hospitality

Oversight, Control & Communication

– Training & induction

– Benchmarking

– CodeLine

– ISO certifications

– Specialist audits

– BnEI accreditation

– Internal audit

– External audit

– Risk reviews

– UN Global Compact

– SharePoint intranet

– Employee

engagement

– Ethics Committee

– Sanctions Board

Business Standards

Processes

– Employee security screening

– Gifts register

– Expenses vetting

– Due diligence & third party screening

– Third party onboarding processes

– Legal department guidelines

– Environmental reporting

Supporting Policies

– Acceptable use of information systems

– Data protection

– Document retention

– Group Baseline Security Manual

– Confidential Information & Dealing

– Operational Delegation of Authority

– Securities Dealing Code

– Social Media

Information

Processes

– Compliance declarations

– Separation of duties

– External monitoring

– Procedures for managing confidential

& insider information

– Controls over share dealing

– Data protection annual returns

Supporting Policies

– Inclusivity

– Stress management

– Modern slavery & human trafficking

– Human rights policy statement

– Group HSE Sustainability policy statement

Processes

– Global health & safety standards

& monthly reporting

– ISO management systems

– Safe, Secure & Sustainable audits

– Grievance & disciplinary processes

– Stress risk assessment

People

Code of Business Principles

Governance framework

Our comprehensive ethical framework is

deeply embedded within our day-to-day

operations and our strategic decision

making processes, guaranteeing that we

operate to the highest ethical standards.

During FY25 this included:

– Robust third party screening and

continuous monitoring against relevant

Sanctions, Watchlists, and Adverse Media

– Senior Management forums met

regularly to review the effectiveness

of our ongoing controls, including:

– Sanctions Board

– Anti Bribery Management System

(ABMS) management reviews

– Ethics Committee reviews

– Prevention of Facilitation

of Tax Evasion reviews

– Prevention of Fraud reviews

– Enterprise Risk Management reviews

– Highest available BnEI accreditation

regarding ethical business practice

– ISO37001 Anti Bribery Management

Systems accreditation

28 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Ethics champions

The Group’s network of Ethics Champions

ensures that each site has local support and

representation for Code of Business Principles

matters and continues to play an integral

part in ensuring that strong ethical values are

embedded across the business. All new Ethics

Champions receive one-to-one training.

Ethics Champions are the local points of

contact for employees to discuss ethical

matters in confidence. They also ensure that

our Code of Business Principles and CodeLine

service remain high profile in all our locations.

We seek the views of our Ethics Champions

when considering any changes to the Code

and, where possible, they are involved with

employee inductions to ensure new starters

know who they can approach with questions

around ethical practices.

Anti-bribery and corruption

We have a zero-tolerance policy on bribery

and corruption and have a robust framework

of polices and processes to prevent our

employees, contractors, third party partners,

consultants and other representatives from

engaging in bribery or other corrupt

practices. All employees are made aware of

our stance through their acknowledgement

of our Code of Business Principles and those

in roles which may have a higher potential

exposure to bribery and corruption risk are

required to complete detailed mandatory

online training every two years.

Third party partner sales consultants

(TPPs) and suppliers

We recognise that, as well as our employees,

TPPs who represent us or act on our behalf

around the world could be exposed to ethical

risks. There is a continuing requirement for

TPPs to undergo our mandatory anti-bribery

and corruption training programme and to

conduct business in compliance with our

expected ethical standards. Due diligence

is undertaken on all our TPPs before they are

engaged and this process is refreshed on a

regular basis. TPPs are given regular training

to ensure they remain alert to potential risks,

and we encourage them to raise any ethical

concerns to us either directly or via our

CodeLine whistleblowing service. We have

robust risk management measures and

controls in place including controls in relation

to remuneration, structured levels of approval

required to onboard or renew agreements

based on their size and risk, and fees which

are based on time and effort and milestone

deliverables to ensure accountability and

transparency. Activities are monitored

through regular reporting and we ensure

that the remuneration structure does not

incentivise unethical behaviour.

Our Supplier Code of Conduct clearly sets

out the ethical standards to which we expect

our suppliers to adhere, including in relation

to bribery and corruption and human rights.

We have continued to communicate the

updated Code to all of our suppliers to

ensure that they have a clear understanding

of the ethical standards that we require them

to uphold. Our ethics and procurement teams

have continued to work in close partnership

this year to ensure that we have a clear

We have continued to operate an anti-bribery

management system review board, a forum

which is attended by senior managers from

enabling functions and the divisions. The role

of the forum is to monitor the continuing

suitability, adequacy and effectiveness of the

management system in light of our changing

internal and external environment as it relates

to bribery and corruption risk. The activities

of this forum are reported to the Ethics

Committee. Our most recent external

ISO37001 (Anti-Bribery & Corruption)

audit conducted in January 2025 found

that the anti-bribery management system

was working well and our accreditation was

reconfirmed with no non-conformances.

We have a clear approval process for gifts,

entertainment and hospitality offered by

or given to our employees. All employees

are required to comply with the gifts and

hospitality policy which has recently been

reviewed and updated. The policy requires

all gifts, entertainment and hospitality above

a nominal value which are given or received

to be recorded on a central gift register.

This register is regularly reviewed by

executive management. Colleagues who

have regular contact with customers and

suppliers are asked to acknowledge annually

their understanding of and adherence to

our gifts and hospitality policy.

understanding of any ethical risks or issues

within our supply chain and that any risks

or issues, once flagged, are escalated and

resolved to our satisfaction.

Training

Regular, relevant and focused training

is important to support high standards

of business behaviours. During the period

we continued our mandatory training

programme, allocating anti-bribery and

corruption, competition law, modern slavery,

sanctions, and gifts and hospitality training

to new joiners in relevant roles. Please see

page 35 for further information on our

training programme. During FY25 the Ethics

Committee has reviewed compliance of

training completion information.

Fraud

We are committed to ensuring that all of

our employees and partners act honestly

and with integrity at all times, and we will

never tolerate fraud. All of our employees

are made aware of our stance through their

acknowledgement of our Code of Business

Principles and we have a robust framework of

polices and processes in place to prevent our

employees, contractors, third party partners,

consultants and other representatives from

engaging in fraud. We are currently updating

these policies and procedures and plan to

roll out further training to employees and to

implement a fraud prevention management

system review board to monitor the

continuing suitability, adequacy and

effectiveness of the management system

in light of our changing internal and external

environment as it relates to fraud risk.

29 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

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Tax transparency

It is important that the Group pays the right

amount of tax at the right time, complying

with all relevant tax laws and regulations in

the jurisdictions in which we do business

while both respecting existing arrangements

or seeking to reach agreements with tax

authorities. De La Rue’s tax strategy is

reviewed annually by the Board and

published on our website.

Cybersecurity and data privacy

We take the protection and security of

our internal and customer information very

seriously, and have a mature information

security management system which we work

to continually improve. During the year we

were certified for ISO27001 (information

security management systems) to the newer

2022 standard, introducing a wide range of

additional controls. Our information security

policies and standards are managed

independently of the departments that

handle the information, ensuring there is

no conflict of interest and clear segregation

of duties. Controls are introduced in

collaboration with internal and external

stakeholders, designing security into our

processes. We also recognise the importance

of security throughout the supply chain,

including the information security at third

party suppliers within our supply chain.

Further information can be found in the Risk

and Risk Management report on page 58.

We have worked closely with the BnEI this

year to support the development of the

standard and to explore opportunities for

the organisation to engage effectively across

the Currency industry.

In addition to BnEI accreditation, De La Rue

maintains ISO management system standards

for anti-bribery (ISO 37001), occupational

health and safety (ISO 45001), environmental

management systems (ISO 14001), information

security (ISO 27001), security printing

(ISO 14298), quality management (ISO 9001)

and business continuity management systems

(ISO 22301). Our ISO standards are all certified

by a UKAS, INTERGRAF or international

equivalent certified auditing body. Further

information on the auditing and scope of

each standard can be found on our website.

Preventing counterfeiting through

product quality

Our products are designed to safeguard

customer and consumer trust through

having the highest possible quality. We have

a rigorous product development process

underpinned by regular portfolio reviews

and project stage gate reviews. These cover

both new product developments and product

or process improvements. All include

performance testing and adversarial analysis

carried out both in-house and independently

along with thorough productionisation testing.

The purpose is to ensure that all banknote and

banknote component developments are fit for

purpose and meet all necessary standards

to ensure product quality and security.

All product launches, including those due

in the coming year, go through this process.

Accreditations and certifications

De La Rue is an accredited and founding

member of the Banknote Ethics Initiative

(BnEI), which was established to promote

ethical business practice in the banknote

industry. The initiative sets out a robust

framework for promoting high ethical

standards with a focus on the prevention of

corruption and on compliance with anti-trust

law. Members are required to commit to the

Code of Ethical Business Practice developed

in partnership with the Institute of Business

Ethics. Compliance with the code is subject

to an external independent audit every three

years which rigorously tests anti-bribery and

anti-trust processes, procedures and controls

against an audit framework. De La Rue is

accredited at Level 1, the highest level.

This section (pages 21 to 47)

provides information as required

by regulation in relation to:

Page

Environmental matters including TCFD 38

Our employees 31

Social matters 37

Human rights 31

Anti-bribery & corruption 29

Other related information

can be found as follows:

Our business model 12

Key performance indicators 48

Non-financial key performance indicators 51

Risk & risk management 58

Directors’ report 80

Non-financial and sustainability

information statement

30 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Human rights

De La Rue fully supports the principles set

out in the UN Declaration of Human Rights

and we have effective management

systems in place to protect human rights.

De La Rue has been a participant in the UN

Global Compact (UNGC) since 2016 and is

committed to its principles which include

human rights and labour issues.

De La Rue’s Human Rights Policy Statement,

which is published on our website, confirms

our commitment to diversity, equity and

inclusion and freedom from discrimination,

fair pay and working conditions, freedom of

association and collective bargaining, the

elimination of forced, compulsory and child

labour, health, safety and wellbeing, our

expectations of our suppliers and ways

to raise concerns.

Our Code of Business Principles covers

human rights issues including fairness

and respect, modern slavery, employment

principles, health, safety and wellbeing,

anti-bribery and corruption and the

protection of personal information,

underpinned by our Company Values. The

Code also highlights that we seek to provide

an environment where employees can raise

any concerns via a variety of mechanisms,

including a whistleblowing hotline, known as

CodeLine, which is managed by an external

third party, and a network of Ethics

Champions across the Group so issues

can be raised in confidence.

Our Supplier Code of Conduct also defines

the human rights standards that we require

our suppliers to uphold within our supply

chain. See page 29 for further information.

The business has remedial processes in

place should there be any human rights

infringements. These include claims

procedures, trade union engagement

procedures, and rights to immediately

exit supplier relationships if human rights

infringements are found within our

supply chain.

Further information outlining our approach to

specific human rights matters is detailed below.

Modern slavery

De La Rue directly employed around 1,600

people during FY25 and provides livelihoods

to thousands more indirectly. We are

committed to preventing slavery and human

trafficking in our operations and in our supply

chain. Our Modern Slavery policy statement,

available on our website, details the

preventative steps we take and how we

comply with the UK Modern Slavery Act

2015. Modern slavery training is mandated

for relevant employees. Suppliers are obliged

to abide by the United Nations Convention

on the Rights of the Child and International

Labour Conventions 138 and 182. Our supplier

onboarding process considers modern

slavery risk.

Acting with integrity

for our people

We are committed to creating a culture of respect

and inclusivity for every individual who works within

our business, prioritising their health, safety,

wellbeing and fair treatment. Meaningful engagement

with our employees, customers, suppliers and

investors – as well as the communities in which we

operate – enables us to react and respond to their

needs and feedback, working together to achieve

positive outcomes.

31 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Diversity, equity and inclusion

Our principle of Be Heard. Be Valued. Be You.

provides the framework of our diversity, equity

and inclusion (DEI) activities across the Group.

Our Values and People Managers’ Charter

outline our expectations of all employees and

managers and these behaviours are reinforced

through our performance management and

recognition processes. We promote diversity

in all respects through initiatives including

training, awareness and continued robust

recruitment, succession and development

practices. For example, we use a calibration

process to ensure that talent and

performance are carried out and reviewed

fairly and transparently. In addition, all

recruitment is managed through a central

recruitment system and interview panels must

always be made up of at least two people to

remove discrimination from the recruitment

process. We are confident that the measures

we have in place will help us to continue to

make De La Rue a place where differences are

embraced and allow us to explore additional

ways of improving our working practices.

We regularly review our policies to ensure

they are written in an accessible way and we

maintain global Inclusivity and Fairness and

Respect policies. Our family-friendly policies

will continue to be reviewed and updated

and we have taken steps to ensure that

we offer health and wellbeing services that

support us in promoting diversity in all its

forms. External benchmarking such as that

done by EcoVadis helps us identify our

strengths and areas for improvement.

Our employees are treated fairly and

equitably, irrespective of any factor including

the protected characteristics of age, gender

reassignment, being married or in a civil

partnership, being pregnant or on maternity

leave, disability, race, religion or belief, sex

or sexual orientation along with trade

union affiliation.

UK gender pay gap

We publish information in line with our

obligations under UK Equality Act 2010 (Gender

Pay Gap Information) Regulations 2017.

Since 2017, any UK organisation that has 250

or more employees must publish and report

specific figures about their gender pay gap

on an annual basis.

The gender pay gap is the difference between

the average earnings of men and women

relative to men’s earnings.

Between 2018, when we first reported

our Gender Pay Gap, and 2022 we saw

year-on-year improvements, attributed

primarily to a healthy increase in the number

of female appointments to our more senior

roles and a continued focus on increasing

the number of women in managerial positions.

De La Rue underwent organisational changes

and headcount reductions within our UK

operations, which had the effect of a marginal

widening of the gap since our last report.

While legislation in many countries prevents

us from asking candidates for diversity data,

the UK data that we collect tells us we attract

a broad range of people across different

diversity types including age, ethnicity

and beliefs and we continue to look for

opportunities to improve our recruitment and

retention practices. UK employees are invited

to provide us with their diversity data and

pronouns on a voluntary basis.

We receive positive feedback about our

internal communications activities focused

on wellbeing and inclusivity. We recognise the

benefits to employee wellbeing that inclusive

practices can have – a place they can bring

their whole self to work. We celebrate a wide

range of cultural events throughout the year

with the input and support of our colleagues

to raise awareness of the cultures and beliefs

in the countries where we operate.

As at 29 March 2025, the male/female

gender split across the organisation was

70/30 (versus a target of an average

male/female ratio of 70/30 or better) and

in management the split was 66/34 (against

a target of 60/40). We continue to work on

initiatives to support the achievement of

our gender targets.

In 2024, our Gender Pay Gap (based on a

snapshot of data taken at 5 April 2024) sat at

6.4% (mean) and 9.0% (median). We remain

confident that we do not have issues of equal

pay and are committed to continuing to take

proactive steps to ensure the number of

women in senior roles either reflects or

exceeds representation in the wider

workforce. We recognise that women remain

underrepresented in the manufacturing

industry generally and we continue to focus

on promoting the role of women in senior

positions and offering equal progression

pathways for everyone, not only in

manufacturing but in all areas of the

business. We monitor and review our

internal and external recruitment and talent

processes to remove bias. We continue to

see lower gaps than those reported in the

wider Manufacturing industry, 11.2% (mean)

and 15.9% (median) (ONS, 2023). The full

Gender Pay Gap report can be found on

our website www.delarue.com.

Employees in Sri Lanka taking part in Sinhala New

Year celebrations

32 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

A full breakdown of our workforce by gender can be found below:

Gender diversity statistics at 29 March 2025

Female % Male % Total

All employees 506 30% 1,207 70% 1,713

Management

97 34% 189 66% 286

Senior Managers

23 47% 26 53% 49

Executive 2 33% 4 67% 6

Board 1 14% 6 86% 7

Employee engagement and culture

We continue to focus on regular engagement

with our employees. We share regular

business updates at Group, divisional and

site level and provide many opportunities

for two-way communications with our

employees, particularly in light of the changes

that have been taking place related to the

sale of Authentication.

Many of our sites run local employee groups

to talk about what matters to them and to

organise internal events. Examples of this

include our Forum in our head office in

Basingstoke; our Employee Involvement

Group in our Debden, UK site; the ACE

(Activities, Culture and Engagement) teams

in Logan, USA and Dubai, UAE and the Malta

site Sports & Social club.

These groups organise a variety of events

often centred around health and wellbeing

such as raising awareness of men’s and

women’s cancers along with social events

ranging from steps challenges to treasure

hunts and children’s Christmas parties to

Diwali celebrations and baking competitions.

Activities often support and benefit

the local community.

During the year, Chairman Clive Whiley was

our Non-executive Director responsible for

workforce engagement and recently met

with members of our UK Employee Forum to

gather feedback and answer their questions

in relation to the sale of Authentication and

the acquisition of the Group by Atlas.

Our UK National Employee Forum and

European Employee Forum meet regularly

with senior leaders to discuss company

matters. These forums represent the

views of all employees, whether covered

by a collective bargaining agreement or not.

All available executives and relevant subject

matter experts attended the Forums’ joint

annual meeting in July 2024 and the UK

Forum in January 2025. Information from

these meetings is then cascaded through

the organisation.

We are extremely grateful to all our

employees and in particular our

representatives who give up their time

alongside their day jobs to show their

commitment to constructive engagement.

Notes:

1. All managerial employees including senior managers

but excluding executives.

2. Includes executive management.

See Charitable and community activities

section on page 37 for more information

70%

1,207

30%

506

Senior Managers

Management

All employees

BoardExecutive

Female

Male

66%

189

34%

53%

47%

67%

33%

86%

14%

33 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Health, safety and wellbeing

Occupational health and safety

Throughout FY25, we continued to prioritise

the health and safety of our workforce. Our

main manufacturing sites are all certified to

ISO 45001:2018, the international standard for

occupational health and safety management

systems, and all sites are audited by our

accredited provider annually. We ensure all

our health and safety processes are robust

and meet our responsibility to keep our

employees and everyone visiting our sites

safe and secure. This is done through clearly

defining responsibilities, good

communication and training, risk assessment

and the implementation of appropriate

controls. We continue to track several key

metrics regarding health and safety, including

governmental reportable accidents, lost time

accidents, near miss reporting and corrective

actions. This takes place alongside proactive

measures such as HSE training, compliance

to our Safe, Secure, and Sustainable layered

audit programme and by providing specific

health and safety training for managers and

supervisors and performance against FY25

health and safety objectives.

All significant incidents are reported monthly

to the Executive Leadership Team to support

and agree any corrective actions required.

The major development in Malta continues

with no significant incidents resulting in harm

(injury or ill-health) to our employees.

Performance against FY25 health and safety objectives

Objective Outcome

Zero lost time to accidental injuries and a lost

time injury frequency rate (LTIFR) per 200,000

worked hours of ≤0.40 over 12 months.

Achieved. Our end of year LTIFR rate outcome

is 0.39; globally we had four lost time accidents.

Severity of these lost time accidents was reduced

compared to the previous year.

Ensure that ≥80% of all operational line managers

and process leaders are trained to IOSH Managing

Safely level, or an equivalent or higher qualification

within 12 weeks of starting a new role.

Achieved. 93% of all operational line managers

and process leaders are trained to IOSH Managing

Safely level, or an equivalent.

Increase the number of reported near miss/my

safety concerns and achieve a five-day closure

rate of ≥85% at all facilities.

Achieved. The near-miss closure rate has

exceeded the set target, 86% on average over

the full year. We have also seen a good increase

of near miss reports, up 97% on previous year.

Achieve a ≥90% compliance to our area Safe,

Secure and Sustainable inspection programmes.

Achieved. Compliance to this programme has

been met this year with an average of 93% over

the year. Good focus by all the sites helping

reduce our lost time accidents.

Achieve good HSE training delivery performance

of over ≥1,370 8hr person days per year.

Achieved. Great year for HSE training with a total

of 1,768 days achieved.

FY26 health and safety objectives

Objective

Zero lost time accidental injuries and to achieve a lost time injury frequency rate (LTIFR) per

200,000 worked hours >= 40% below the UK Labour Force Survey average calculated LTIFR rate.

Maintain our operational manager and supervisor IOSH Managing Safely (or equivalent or higher

qualification) training at over 80% within 12 weeks of starting a new role.

Improve our near miss/my safety concern reporting to an average of at least 1.5 near misses

per employee, with a five-day closure rate of ≥85% at all facilities.

Conduct a review of our Safe, Secure, and Sustainable inspection programmes with a view

to achieving 90% compliance at all sites.

Ensure that at least 90% of our employees have completed HSE training, and continue to develop

and roll out environmental awareness training.

Wellbeing

Wellbeing support is widely available in all our

sites and we monitor and compare what we

offer between sites to ensure levels of support

are comparable.

In the past year, across different countries,

we have provided information and support

on a broad range of topics including men’s

and women’s health, musculoskeletal health,

neurodiversity and financial wellbeing.

We offer free services such as flu vaccines,

health check-ups and access to GP and

occupational health services as well as

comprehensive Employee Assistance

Programmes.

Where possible, we offer hybrid working

to give employees flexibility to their working

hours and location and accommodate

requests for different working patterns

as much as we are able to whilst meeting

business requirements. Our family-friendly

policies offer different types of leave for

those with caring responsibilities.

In parallel, we encourage our employees

to come together regularly to collaborate,

support each other and spend time socially.

All our sites have accredited Mental Health

First Aiders (or equivalent, where this exists)

and we ensure they receive regular training

and support.

34 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

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Training and development

We provide all employees with access

to our Learning Management System (LMS)

covering an array of both mandatory and

optional learning and development materials.

The content is regularly reviewed and updated.

This gives employees the opportunity to

access content that aligns with their learning

styles and preferences by providing a variety

of written and video content.

We have created a learning syllabus

to help employees navigate the learning

opportunities they may require, depending

on their role and development pathway.

We regularly update this to incorporate

new learning opportunities.

All people managers are required to

complete a mandatory Management

Fundamentals training module.

Employees and managers hold development

conversations as part of our performance

management process. We encourage all

employees and their managers to create

personal development plans which are

recorded in our HR system to agree and

capture what training is required and our

in-house learning and development team

can then support these requests.

A summary of the key training courses that we offer to employees is shown below:

Topic Training delivered to

Code of Business Principles all employees

Anti-Bribery & Corruption employees in relevant roles

Antitrust employees in relevant roles

Gifts & Hospitality employees in relevant roles

Sanctions employees in relevant roles

Modern Slavery employees in relevant roles

Preventing Tax Evasion employees in relevant roles

Insider Dealing employees in relevant roles

Fair Competition employees in relevant roles

Information Security Awareness employees in relevant roles

Security Awareness site dependent

Corporate Travel and Travel Risk Management employees in relevant roles

Business Continuity Awareness employees in relevant roles

Presenting & Storytelling open to all

Insights Discovery open to all

Management Fundamentals all people managers

We continue to deliver virtual classroom and

face-to-face workshops such as Presenting

& Storytelling and Insights Discovery.

We facilitate mentoring and coaching

where appropriate to support employees

with their development.

We encourage the use of the apprenticeship

levy for both continuous professional

development and for building skills and

capability across all sites in the UK, covering

areas such as professional coaching, software

development, data, finance and project

management.

35 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

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Working with our unions

We maintain strong and productive

relationships with the unions in the countries

where we have manufacturing operations and

in FY25 we recognised the following unions:

UNITE (UK), General Workers Union (Malta),

and De La Rue Branch – Internal Company

Employees Union (Sri Lanka).

Overall, around 58% of our employees globally

are part of a Collective Bargaining Agreement.

During the year, some of the key areas where

we worked closely with our unions were:

– Consultation in our Debden and

Westhoughton sites for significant

headcount ramp up to meet business

needs and customer orders reflecting

an upturn in market demand and the

most effective and efficient means

to achieve this.

– Positive union relations with our Union

Representatives in Sri Lanka, bolstering

positive working relations with our

collectively bargained employees.

– Constructive union relations with our

Union Representatives in Westhoughton

in the proposed updates to the Collective

Agreement and associated collective terms.

– Attendance from UNITE UK and General

Workers Union external officials at our

annual UK National and European

Employee Forum meeting in July 2024.

– Commencement of negotiations for our

collectively bargained employees in Sri

Lanka, Westhoughton, Debden and Viables

for the FY26 pay review, nearing conclusion.

Investors

The Board values the importance of building

strong relationships with stakeholders. During

FY25 we held roadshows with our investors

following full and half year results where the

Chairman, CEO and CFO met significant

shareholders. There was also additional

engagement as the future strategic direction

of the Group evolved through the year, with

the proposed sale of Authentication and

throughout the Formal Sale Process. We also

held regular review meetings with members

of our banking syndicate while the revolving

credit facility remained in place.

Further detail can be found in the Section 172

statement on pages 17 to 20.

Customers

De La Rue maintains close contacts with many

of our business, government and central bank

customers, frequently updating them on our

latest news, developments and initiatives.

Our relationships frequently go back over

decades and in-person interactions are

supported by digital marketing activities,

such as social media, webinars, newsletters

and the www.delarue.com website.

Raising concerns

We encourage our employees to speak up

about any concerns regarding unethical

behaviours or business practices. Internal

reporting via line managers, senior

management, Ethics Champions or our

Human Resources teams are encouraged,

and our CodeLine whistleblowing service,

operated by an independent third party, is

available for all employees to use, giving them

the opportunity to report anonymously.

De La Rue’s policy is that every employee

and business partner is able to raise any

genuine concerns regarding suspected

breaches of or questions about any aspect

of the De La Rue Code of Business Principles

without fear of prejudice, retaliation,

disciplinary action or victimisation. Regular

communications are issued regarding the

importance of speaking up about ethical

issues and how to do so, as well as ensuring

posters are on display at sites to ensure

awareness of the service is maintained.

External stakeholder engagement

Engagement with our customers, suppliers

and investors, as well as the communities

in which we operate, is crucial to the success

of our business. Some of the ways we interact

with them are summarised below.

A multi-tiered approach is taken towards

customer needs. Our advanced cash cycle

analytics platform contains comprehensive

data and models to help inform the strategies

of currency issuing authorities. Our design

workshops involve deep immersion in the

cultural and functional needs of an individual

cash cycle. Our scientists and designers

co-collaborate with customers on specific

projects. Structured surveys, market testing

and voice-of-the-customer interviews are

carried out, feeding into our innovation plans

and customer offering. Account management

and support team feedback is also regularly

captured and used across the business.

The various interactions happen virtually, via

territory visits, visits to De La Rue sites and

at a range of conferences. These include key

industry events, as well as our own events

and courses. As a founding member of the

International Currency Association (ICA),

we play an active role in providing thought

leadership content about the payments

landscape and importance of cash, working

within a team who are collectively driving the

future of the banknote industry for our

customers. We have also continued to embed

and develop our due diligence systems and

procedures during this year, building a deep

and broad understanding of our customers

and supporting our relationship building with

strong data.

36 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Suppliers

We have worked in close partnership with our

key suppliers throughout the year, including

continuing to build and develop relationships

with our portfolio of banknote paper suppliers,

to build capacity and flexibility into our

supply chain as our volumes grow.

We have continued with our Scope 3 analysis

work, recognising this significant carbon

impact, and are currently engaging with a

range of our key suppliers who collectively

account for 80% of our total procurement

spend across the business. We have

continued to progress the EcoVadis ESG

rating programme; three quarters of our

identified suppliers have so far been invited

to participate in the assessment programme.

This is enabling us to drive both improved

understanding and visibility of our suppliers’

ESG impacts and sustainability improvements

across our supply chain.

We have also continued to develop and

embed our due diligence systems and

procedures during the year, as we work

to build a deep and broad understanding

of our suppliers and any exposure we

may encounter doing business with them,

supporting our relationship building with

strong data.

– Colleagues in our head office in

Basingstoke, UK collected Christmas gifts

for all the children attending Saxon Wood

School, a local special school.

– Westhoughton employees held a winter

clothing collection to assist those facing

financial difficulties and those living on

the streets via ‘The Brick’, an anti-poverty

charity dedicated to helping individuals

who are at risk of or experiencing

homelessness and financial crises.

– Debden employees took part in a 10-mile

fundraising walk in aid of two UK charities

– Mind and Cancer Research – that have

directly helped colleagues.

Charitable and community activities

We aim to have a positive impact on

the communities in which our operations

are based, often focusing on supporting

charities of importance to, and chosen by,

our employees.

Examples of charitable activities around

our sites during the year included:

– Malta colleagues donated to L’Istrina, an

annual national charity event in aid of the

Malta Community Chest Fund Foundation.

An employee attended the event and

presented the donation on behalf of

De La Rue on national television. The funds

are mostly used to help finance expensive

overseas medical treatment for patients,

including children.

– Malta colleagues took part in a charity

football match in aid of Puttinu Cares.

Puttinu Cares is a children’s cancer

support group – this organisation is

dedicated to addressing not just the

medical needs, but also the emotional,

social and practical challenges faced

by families.

– Westhoughton colleagues organised

a charity bike ride for Derian House,

a children’s hospice in the North West of

the UK, In September 2024, eight De La Rue

Westhoughton employees participated in

a 60-mile sponsored bike ride. Following

the bike ride they were able to donate

£1,915 to Derian House.

Several of our employees give their time

voluntarily by serving as trustees of the

De La Rue Charitable Trust, which is an

independent, UK-registered charity

established in 1977 to provide donations to

assist in education development, skills-based

learning, self-sufficiency promotion and relief

from suffering in the UK and across the world.

The Trust provides donations to charities

both by supporting employees who raise

funds through a fundraising matching scheme,

and by making direct donations to a range of

charities, with a focus on those supporting

causes in developing nations, educational

charities promoting relevant skills and

international understanding, disaster funds,

and local charities or community projects.

Employees in our Westhoughton site took part in a charity bike ride

37 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Our double materiality assessment has

reinforced our belief that it is right that we

focus on environmental sustainability in the

three key areas where we are best placed to

drive good environmental practices: climate

adaptation and resilience, supporting the

circular economy and sustainable supply

chain management.

Climate adaptation and resilience

This report contains our latest Streamlined

Emissions and Carbon Reporting (SECR)

and Task Force on Climate-Related Financial

Disclosures (TCFD) disclosures, which outline

the actions that we are taking to reduce

greenhouse gas (GHG) emissions in our

business and across our value chain to

achieve our carbon reduction targets, including

achieving net zero by 2050, as well as our

climate-related risks and opportunities.

Credible carbon reduction pathways require

transformative change throughout all aspects

of the business. Through our Lifecycle

Assessment Model we have identified key

areas in our manufacturing processes where

we can influence the required transformative

change. In our operations, we strive to

improve energy efficiency and increase our

consumption of renewable energy. In FY25,

we completed a UK-wide energy audit in

compliance with the Energy Savings and

Opportunities Scheme (ESOS) and identified

opportunities for savings. In FY26, we will be

undertaking similar energy audits of our

Malta and Sri Lanka sites.

We have disclosed publicly to the CDP on

Climate Change since 2011 and Water Security

since 2022. In FY25 we also disclosed publicly

on Forests, marking the first year we have

disclosed on all three topics. We achieved a B

in Climate Change, B in Water and C in Forests,

and an A grading for the Emission Reduction

and Low Carbon Initiatives section, highlighting

the efforts that we have made on energy

efficiency and value chain emission reductions.

Acting with integrity

for the environment

We have been driving an ambitious and

wide-reaching environmental sustainability agenda

since 2020. During that time, we have sought to

embed sustainability as a core part of our business.

This environmental report provides a review of our

progress this year against the goals we have set

in previous years.

Climate adaptation

and resilience

Supporting the

circular economy

Sustainable supply

chain management

Read more on pages 25 to 26

Our material issues

38 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Supporting the circular economy

Reducing the impact of our products

throughout their entire lifecycle is a key

priority for the business. We have adopted

the waste hierarchy to manage waste

throughout our operations and value chain.

As experts in banknotes, building a more

sustainable banknote starts at the design

stage with the choice of substrate and features.

The durability of polymer banknotes results

in reduced GHG emissions due to its extended

lifecycle making it the preferred substrate for

many central banks and issuing authorities

around the world. In addition, as polymer

banknotes are made out of high-quality

polypropylene, there are opportunities

to use the existing polypropylene recycling

infrastructure globally to recycle our banknotes

and therefore repurpose banknotes in a

meaningful way.

Sustainable supply chain management

Managing our supply chain is vital to

achieving De La Rue’s targets, including our

SBTi validated target for Scope 3 emissions,

as GHG emissions from the goods and

services we purchase account for 65% of

our total emissions. The majority of these

emissions are attributed to select critical

suppliers who account for 80% of our supply

chain emissions. Through our sustainable

procurement programme, in partnership

with the global sustainability ratings platform

EcoVadis, we have onboarded key Currency

suppliers and have been able to assess their

sustainability performance.

Over the next two years, we aim to

strengthen our sustainable procurement

strategy and increase our engagement with

our suppliers on sustainability issues key

to our transition to net zero. Our double

materiality assessment has highlighted

multiple opportunities which De La Rue can

review and take action on to improve the

sustainability credentials of our products.

Streamlined Emissions and Carbon

Reporting (SECR)

As a large company meeting the requirements

of the SECR, De La Rue is required to report

its energy use and carbon emissions. The

data detailed here represents emissions and

energy use for which De La Rue is responsible,

including electricity, gas use, process, and

fugitive emissions in offices.

In FY25, we have taken significant steps to

improve the ability of our customers to find

local recycling solutions in region to maximise

the environmental benefit of switching to

polymer banknotes. Our #MadeofMoney

campaign in particular aims to incentivise and

build solutions with central banks and local

communities in regions where there is minimal

to negligible existing recycling infrastructure.

We are committed to recycling 100%

of our polymer waste from manufacturing

throughout the Group. Presently, 100% of

our waste from polymer manufacturing at

our Westhoughton site goes through blended

recycling. Our polymer waste is granulated

on-site, packed in bags and then sent to the

recycler to undergo blended recycling where

it is transformed into pellets which can be

repurposed into various applications from

underground pipes to chairs. Our ambition

is to ensure this internal success can be

replicated for our customers.

Good waste management at De La Rue

extends beyond polymer banknotes, and

throughout the Group, all sites continue to

implement measures that reduce our waste.

We have set a goal of zero landfill by 2030

for all our operations. In the UK and Sri Lanka,

100% of our waste is diverted from landfill

and we have been working with various

stakeholders to access alternative options

to landfill. For further details on metrics

related to waste and the circular economy,

please refer to page 46.

To meet the requirements of the SECR,

we have collected data from all sites within

our operational control which includes our

manufacturing sites and head office. As with

previous years, due to the timing of the data

collection, estimates have been made for

March 2025 where data was not available.

In addition, following an independently

commissioned third party limited assurance

verification of our direct (Scope 1) and

market-based indirect (Scope 2) GHG

emissions for FY24, we have adjusted our

emissions from previous years due to the

availability of the previously estimated

figures. The methodology used to calculate

our emissions is aligned with Greenhouse

Gas Protocol and the limited assurance

verification was aligned with the ISO 14064-3

standard. Emission factors were obtained

from the UK Government GHG Conversion

Factors for Company Reporting 2024, IEA

Emissions Factors and AIB5 Residual Mix

Emissions Factors. These emissions factors

were applied to the energy consumption

data collated for De La Rue’s facilities.

As the sale of Authentication was finalised

on 1 May 2025, the figures provided for FY25

are for the Group including Authentication.

De La Rue will be readjusting our historical

figures accordingly to represent the current

make-up of the Group and will be reporting

as such from FY26 onwards. As we are now

mid-way through our SBTi target year of

2030, from when those targets were set,

an assessment of the suitability of our

SBTi validated near-term target will be

run concurrently with the readjustment

of historical figures.

#MadeofMoney sunglasses made with recycled

polymer banknotes

39 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

In FY25, De La Rue has continued to procure

100% renewable electricity across all our

UK facilities, which totalled 12,099,843 kWh.

We have also purchased renewable energy

certificates that ensured the Sri Lanka facility

ran on 100% renewable electricity for the

reporting year. Our Scope 2 emissions saw

an increase this year primarily due to a rise

in energy consumption in Malta where

De La Rue has decided not to purchase

Guarantees of Origin (GoOs) for the reporting

year until FY26, following the completion of the

sale of Authentication. As a result, Scope 2

(market-based) emissions increased by 16%.

Additional energy efficiency measures

include the retrofitting of LED lights where

existing lighting infrastructure has reached

the end of natural working life.

De La Rue’s Currency division experienced

a significant increase in production in FY25

attributing to higher energy consumption

across key sites across the Group. However

against FY24, the total energy consumption

had decreased by 2.6% due to the closure

of the Gateshead site in December.

FY25 FY24 FY23

UK and

offshore Global*

% of total

UK and

offshore Global*

% of total

UK and

offshore Global*

% of totalType of emissions tCO

e tCO

Direct (Scope 1) 3,002 640 3.9 2,886 391 2.7 5,192 461 2.3

Indirect (Scope 2 – market-based) – 5,425 5.7 – 4,671 3.8 – 4,341 1.7

Indirect (Scope 2 – location-based) 2,505 7,037 2,280 7,212 3,191 8,128

Scope 1 & 2 (market-based) 3,002 6,065 2,886 5,062 5,192 4,802

Indirect other (Scope 3)** 84,687 115,261 238,186

1. Purchased goods and services 39,920 42.6 79,014 64.1 158,900 64.0

2. Capital goods 3,940 4.2 8,714 7.1 10,160 4.9

3. Fuel and energy related activities 3,081 3.3 2,800 2.3 4,486 1.8

4. Upstream transportation and distribution 21,919 23.4 12,338 10.0 41,409 16.7

5. Waste generated in operations 284 0.3 372 0.3 478 0.2

6. Business travel 4,216 4.5 1,154 0.9 942 0.4

7. Employee commuting 1,567 1.7 1,322 1.1 1,959 0.8

8. Upstream leased assets 570 0.6 81 0.06 91 –

9. Downstream transportation and

distribution 3,361 3.6 3,674 3.0 13,928 5.6

12. End-of-life treatment of sold products 5,828 6.2 5,791 4.7 5,883 2.4

Total gross emissions (market-based) 93,755 100.0 123,199 100.0 248,180 100.0

Intensity ratio UK and Global: Tonnes of gross

e (Scope 1 and 2 market-based) per

million GB £ turnover 28.81 25.61 28.58

Energy consumption used to calculate

Scope 1 and 2 emissions/kWh 20,473,896 20,305,927 21,926,470 21,338,878 34,507,797 22,673,342

Notes:

* Global includes all sites outside of the UK.

** Scope 3 emission categories 10, 11, 13, 14 and 15, associated with the processing of sold products, use of sold products, downstream leased assets, franchises and investments are not applicable to De La Rue.

40 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Scope 1 and 2 (market-based) gross

normalised emissions against revenue

increased by 8% due to a 16% increase in our

Scope 2 emissions for the aforementioned

reasons. This represents a 25% decrease

against our FY20 base year. However, overall

emissions have decreased year-on-year by

24%, representing a 54% decrease against

our SBTi target. This is as a result of several

initiatives actioned by De La Rue in FY25.

We have improved our data collection for our

supply chain emissions in FY25. As a result of

moving towards the utilisation of activity data

from our suppliers, our Scope 3, Category 1

emissions decreased by nearly 50% against

FY24. We aim to improve our data collection

further in FY26, as increasing the quality

of our supplier data has resulted in a 75%

decrease in our Category 1 emissions against

our baseline year. We will endeavour to collect

data for previous years to allow for better

comparison of figures.

In FY25, De La Rue acquired additional leased

assets which included offices space and

outsourced storage outside our operational

control. This has resulted in a seven-fold

increase in our Scope 3, Category 8 emissions.

In FY26, we expect this to decrease following

the sale of Authentication.

Increased production in the Currency

division resulted in a 77% increase in Scope 3,

category 4 emissions due to an increase in

transport mileage across all modes of

transport. However, there was, in addition,

an increase in the emission intensities applied

to our transport emissions by our suppliers.

Similarly, due to increased demand in the

Currency industry as well as activities related

to the sale of Authentication that took place

in FY25, business travel across the Group

increased significantly, resulting in an 18%

increase in related emissions compared

to our base year.

Looking towards FY26 and beyond, we will

be developing our transition plan to achieve

our net zero by 2050 target with publication

expected in FY27. This will outline the actions

required to reduce our GHG emissions and

achieve net zero.

Scope 1 & 2 emission/floor area (kgCO

e/m

)

Scope 1 & 2 emission/output (kgCO

e/tonne)

20252024

2023

0.12

0.07

0.09

0.08

0.00

0.06

0.08

0.10

0.04

0.02

Floor area is Inclusive of all Authentication sites. Due to an

increase in our Scope 2 emissions a slight increase in the metric

was noted in FY25. Prior year figures were adjusted due to

emerging new evidence.

20252024

2023

0.80

0.660.66

0.76

0.00

0.60

0.40

0.20

In FY25, due to increased Scope 2 emissions, a small increase

was reported in FY25 for this metric. Prior year figures have been

adjusted to reflect new evidence.

Our higher energy efficiency Regenerative Thermal

Oxidiser in the Westhoughton site, which will reduce

gas usage by an additional 30%.

41 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Task Force on Climate-related Financial Disclosures (TCFD)

De La Rue supports the recommendations of the TCFD, which was established by the Financial Stability Board with the aim of improving the reporting of climate-related risks and

opportunities. De La Rue has publicly declared support for the TCFD recommendations and has joined the TCFD Supporters Group to work with like-minded organisations, acknowledging

that climate change represents a financial risk.

De La Rue has concluded that we are aligned with recommended TCFD disclosures regarding governance, strategy, risk management and metrics and targets. We acknowledge that there

is an ongoing action for us to improve our alignment with the TCFD recommendations as we refine our approach on Climate Scenario Analysis (CSA), with a focus on delivering insight for

our internal and external stakeholders. We aim to improve the integration of the financial impacts of climate-related risks and opportunities into future strategic reports.

Pillar Recommended disclosures Compliance

status

Alignment Reference

Governance a) Describe the Board’s oversight of climate-related risks and opportunities. Full Included in this report Page 43

b) Describe management’s role in assessing and managing climate-related

risks and opportunities.

Full Included in this report Page 43

Strategy a) Describe the climate-related risks and opportunities the organisation

has identified over the short, medium and long term.

Full Included in this report Pages 43 to 46

b) Describe the impact of climate-related risks and opportunities

on the organisation’s businesses, strategy and financial planning.

Full Included in this report Pages 43 to 46

c) Describe the resilience of the organisation’s strategy, taking into consideration

different climate-related scenarios, including a 2°C or lower scenario.

Full Included in this report Pages 43 to 46

Risk management a) Describe the organisation’s processes for identifying and assessing

climate-related risks.

Full In this report we outline the process and framework

for identifying and assessing climate-related risks, also

linking out to our wider risk management framework.

Pages 58 to 67

b) Describe the organisation’s processes for managing climate-related risks. Full During the year, the Risk Committee has reviewed

the mitigations and controls relating to climate risks.

Pages 58 to 67

c) Describe how processes for identifying, assessing, and managing

climate-related risks are integrated into the organisation’s overall

risk management.

Full Climate risks are managed through De La Rue’s

enterprise risk management framework. During the year,

risks have been monitored and reported to the Audit

and Risk Committees.

Pages 58 to 67

Metrics and targets a) Disclose the metrics used by the organisation to assess climate-related risks

and opportunities in line with its strategy and risk management process.

Full Included in this report Page 46

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)

emissions, and the related risks.

Full Included in this report Pages 40 to 41

c) Describe the targets used by the organisation to manage climate-related risks

and opportunities and performance against targets.

Full Included in this report Page 46

42 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Governance

During the year the Board had overall

accountability for the management of all risks

and opportunities, including climate change.

Further detail on our ESG and Risk

Management governance structure can be

found on pages 58 and 59. While the Board

had overall accountability for climate

change-related matters, the Chief Executive

Officer, Clive Vacher, was the Director

responsible for our climate change agenda

during the year under review.

The Board delegated specific climate change

matters to the following Board committees:

– Audit Committee: oversight of the

monitoring and reviewing of our internal

control and risk management systems

including a synopsis of material risks

including climate change-related risks

from the Risk Committee Chair. This

included reviewing the scope and results

of any internal and external assurance

activities obtained over the disclosures.

– Risk Committee: oversight of the

identification, evaluation and monitoring

of climate-related risks. This included

reviewing the mitigations and controls

relating to those risks.

– Remuneration Committee: oversight of the

remuneration policy and supporting the

alignment of De La Rue’s incentive plan with

our climate-related metrics and targets.

The Board has been supported by the

Executive Leadership Team (ELT) and the

Group Health, Safety and Sustainability

Committee (GHSSC). In FY25, the ELT

discussed key strategic sustainability matters

in its monthly meetings with subject matter

experts invited to discuss progress against

our climate-related legislation, initiatives and

net zero by 2050. Our time horizons have

been refined in FY25 to interpret our results

from climate scenario analysis more

quantitatively and better align with our

strategic time horizons.

In alignment with the TCFD recommendations,

we have conducted qualitative scenario

analyses using two scenarios, including a

well-below 2°C. In developing the scenario

analysis, we considered a well-below 2°C

scenario by 2100 and a 4°C by 2100 scenario

to map the potential financial impacts of

climate change on our business. In developing

our scenario analysis, we took the two

pathways and considered a range of risk

and opportunity types using the TCFD

framework. We used these two scenarios to

model a simple and discrete narrative where

a well-below 2°C would primarily model

transition risks and a 4°C scenario physical

risks, with no significant transition risks

assumed. We have further reviewed the

results of this qualitative assessment and have

estimated the financial impact where relevant

in line with the TCFD recommendations.

targets. The GHSSC has overseen progress

against key sustainability obligations and

targets including compliance against

climate-related reporting and measures.

Executive remuneration for the Executive

Directors and senior managers was set by

the Remuneration Committee. Changes to

the Annual Bonus Plan (ABP) in FY25 resulted

in ESG metrics accounting for 10% of the

weighting attached to the ABP. The ESG

metric of the ABP accounted for 10% of the

maximum 20% of the personal weighting.

Strategy

We have ambitious and clear near-term

carbon reduction targets aligned with

achieving net zero by 2050. Our three key

areas of focus, climate adaptation and

resilience, supporting the circular economy

and sustainable supply chain management,

will ultimately support our journey to net zero.

In addition, they reflect climate-related risks

and opportunities identified for the business.

Climate scenario analysis

Our risk management framework helps us

to assess manage, monitor and act on risks,

including Sustainability and Climate Change

which is one of our principal risks. We review

our climate-related risks and opportunities

over medium and long-term time horizons

in line with our risk management framework

and financial planning process, and due to the

nature of climate risks, we have considered

the following time periods for our analyses

– short term (within 2 years), medium term

(between 2 to 5 years) and long term (greater

than 5 years). Our long-term time horizon

is closed out by the year 2050 to align our

climate scenario analyses against achieving

Risks were evaluated as transition (market,

technology, policy and legal, reputation) and

physical (acute and chronic). Opportunity

types considered include resource efficiency,

resilience and innovation. The scope of our

assessment included our operations, our

supply chain, our products, and investment

in research and development. Below we have

summarised our top three climate-related

risks and opportunities relevant to our

business and activities for both scenarios.

These risks and opportunities were identified

through Group forums and discussions with

internal stakeholders and subject matter

specialists. The impacts are not listed in

order of significance, nor are they meant

to be exhaustive. In assessing the financial

impact, we assumed there would be no

action or controls put in place from

De La Rue, thus the financial impacts are

not reflective of our mitigation and adaption

activities. In disclosing the financial impact

of risks and opportunities, any assessment

is scenario-based and thus should not

be considered as a financial forecast.

Scenario Temperature Rise Equivalent Scenario Descriptions

Intergovernmental Panel on

Climate Change (IPCC)

Representative Concentration

Pathways (RCP) 8.5

3.5˚C – 4.5˚C High emissions and

disorderly transition

Emissions continue to rise without

intervention from current rates.

International Energy Association

(IEA) Net Zero by 2050

Well-below 2˚C Low emissions and

orderly transition

Rapid and persistent transition

to a zero-carbon future.

43 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Risk

Risk Type of risk Time horizon Financial impact Mitigation and adaptation

Embedding

climate action

and progress

into strategy

Transition

– Reputation/

Policy

Short to

Medium term

Embedding climate change into strategy is an expectation of our customers,

employees and regulatory bodies. As an organisation that produces products

considered a vital part of national identities, our customers expect us to

reduce the environmental impact of our products and to embed climate

change considerations into our wider strategy.

For example, this has been seen in tenders where climate change is a

part of the scoring criteria. Due to the global nature of our customer base,

scoring criteria are not uniform and as a result the financial impact on the

business is difficult to quantify. However, a lack of action to implement

climate change policies and reduce the carbon footprint of our products

would be likely to result in reputational damage and a resulting loss of

orders. Additionally, inaction would lead to De La Rue not meeting any

future regulatory requirements i.e. carbon tax which would result in

a material financial impact.

We have set and implemented several initiatives to monitor and reduce

our carbon footprint as well as introducing strong governance measures. An

example would be our SBTi targets for carbon emissions. The cost of achieving

our SBTi target has yet to be fully costed, however based on initial experience

we do not expect this to be material. Our biggest area of risk is the carbon

footprint of our products, and we work with our suppliers, primarily through

the EcoVadis scheme, to reduce our supply chain emissions. Current annual

expenditure on climate-related improvement initiatives including EcoVadis

account for less than 0.05% of total revenue. Future investment may include

realisation of energy efficiency projects identified in our UK energy audit. If all

identified projects were to be realised, then this would cost approximately the

equivalent of 0.8% of total revenue resulting in an estimated 10-15% reduction

in Scope 1 and 2 emissions as well as further cost savings.

Increased

scrutiny

on plastic

Transition

– Market

Medium term Global attention on plastic pollution and single-use plastics has rightly

increased. A potential risk identified in our scenario analysis is the potential

of any adverse reactions or bad publicity to our polymer banknotes in

regions with strong anti-plastic sentiment. This would result in a barrier

to entry for polymer banknotes which may result in reduced growth of our

polymer substrate. The financial impact of this risk is difficult to quantify,

again due to the diverse nature of our markets and specifications, however

there is potential for this risk to be material, affecting over 5% of our revenue.

Polymer banknotes have been proven to have a lower carbon footprint

compared to conventional paper banknotes and are also increasingly secure,

making them a desirable option for our customers. We have invested in several

initiatives to further reduce our product carbon footprint (see above and

page 40). The biggest risk is tackling public perception. Banknotes are rarely

discarded which decreases the likelihood of polymer banknotes becoming a

contributor to plastic pollution. As a polymer product, recycling can take place

through existing infrastructure without additional other investment. As detailed

on page 39, we continue to work with various recyclers to identify polymer

recycling solutions for our customers. In addition, with each polymer banknote

launch, we continue to work with our customers to develop public education

programmes on the benefits of polymer banknotes.

Cotton shortage

driven by water

scarcity

Physical

– Acute/

Chronic

Short to

Medium term

Despite the growth of polymer banknotes, the majority of De La Rue’s

products incorporate paper substrate. Cotton comber and noils, a waste

product of the textile industry is the principal raw material used for paper

banknotes. Under RCP 8.5, exposure to drought and a decrease in growing

days would roughly impact 50% of global cotton production. As a result,

knock-on effects in the upstream supply chain may result in higher prices

for paper substrate.

We have built relationships and engaged with multiple paper suppliers that are

geographically diverse. This will help us to mitigate the impacts of any future

cotton shortages.

44 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Opportunities

Opportunity

type

Time horizon Description

Products

and services

Medium term Reducing the carbon footprint of our products and activities

will help De La Rue transition into the zero-carbon economy.

For example, the switch to polymer from paper banknotes

allowed De La Rue to offer a more environmentally friendly option.

Polymer banknotes have been proven to have a longer lifecycle

and are able to be recycled at end-of-life. By developing our

product Life Cycle Assessments we are investing in an opportunity

to understand the carbon impact of our products and

subsequently to lower our footprint.

Resilience Short to

Medium term

Building resilience as we transition to the low carbon economy

is vital. This is why De La Rue has submitted science-based

targets to reduce our carbon footprint and lower our impact.

We expect this will come with an associated cost and as such

we are reviewing our trajectory and aligning it with our financial

planning for FY25 and beyond.

Next steps

Our mitigation and adaptation activities are

indicative of the steps De La Rue have taken

as business to build our resilience against

climate-related risks. Furthermore, one of the

key climate-related opportunities identified

is to build business resilience as we transition

to the low carbon economy through setting

climate reduction targets For the year under

review, De La Rue has evaluated our

climate-related risks and opportunities and

has determined that our strategy is aligned

with the above. We are currently unable to

determine the full financial impact on the

business of our sustainability strategy.

However for FY26, we will look to understand

further our exposure to climate-related risks

and opportunities.

Risk Management

The Risk and Risk Management section on

pages 58 to 67 describes our risk framework

and how we identify, assess and manage all

principal risks. This includes sustainability and

climate-related risk as mentioned previously.

Methodology

– Greenhouse Gas (GHG) Emissions:

see pages 40 to 41

– Energy: Total energy consumption in

kilowatt hours for all manufacturing sites,

including Gateshead and Head Office.

Sites outside of our operational control

are not in-scope. All of our sites report

on energy consumption, with data

sourced directly from sites and third party

energy partners. Consumption for each

source of energy is recorded individually.

– Waste to landfill: Tonnes of waste for each

waste stream is provided by our third

party waste treatment providers including

waste sent to landfill.

– Good output: This is a measure of total

production in tonnes packed.

45 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Responsible business report continued

Metrics and targets

Our short- and medium-term climate metrics and targets are as follows:

Themes Target Performance to date

Carbon SBTi near-term targets,

Reduce Scope 1, 2 & 3 by

46.1% against FY20 base year

by FY30

See page 40 for details of our performance in FY25.

Reduce Scope 1 & Scope 2 by

23% against FY20 base year

by FY26

See page 40 for details of our performance in FY25.

Suppliers accounting for 80%

of total procurement spend

to be invited to complete/

share an EcoVadis scorecard

By the end of FY25, we had engaged with 75% of our targeted suppliers on EcoVadis and had 50% of our

key supplier spend accounted for on the platform. Due to activities related to the sale of Authentication,

progress on this target has remained static. In FY26, due to the sale of Authentication this will be

adjusted to account for the removal of Authentication suppliers.

Energy and

energy efficiency

Reduce absolute energy

use by 20% FY26 vs

FY20 base year

We achieved a 33% reduction in FY25 against our FY20 base year. This was a result of dynamic

changes within the business which has affected our overall energy consumption, primarily the closure

of Gateshead. In FY26 we will be readjusting our values to account for the sale of Authentication.

We believe this target is still fit for purpose as operations continue to stabilise.

10% Group power use from

onsite renewable sources

by FY27

Solar panels at our Westhoughton site currently generate roughly 100,000 kWh per year which was

also the case in FY24. We are looking to increase our use of solar energy both in the UK and overseas.

Sustainable

consumption

Reduce waste to landfill by

45% by FY26 against FY23

baseline. (Zero waste to

landfill by 2030)

We saw a 7% decrease in waste to landfill in FY24 against our baseline FY23 baseline year.

In FY25 there was a further 12% decrease in waste sent to landfill.

Solid waste tonnes per tonne

of good output (SWKPI)

For FY25 we have not set an SWKPI target however we continue to monitor this KPI.

Our performance to date is as follows: FY23: 0.24, FY24: 0.23, FY25: 0.23.

In FY23, De La Rue conducted a review

of all our reporting performance indicators

and targets to assess their suitability for the

business. In the upcoming year, following the

sale of Authentication and the double

materiality assessment, De La Rue will reassess

our metrics and targets for continued suitability

and also to identify additional metrics

relevant to our material issues.

De La Rue’s targets are aligned with the

climate-related opportunities outlined

on page 43, and specifically, our carbon

reduction targets have been designed

to build resilience as we transition to

a low-carbon economy.

In FY25, De La Rue has used an internal

carbon price of $50 per tonne of carbon

which is primarily used to evaluate internal

projects from a carbon perspective. Changes

within the business and our carbon reduction

targets warrant this review to inform future

Group strategy. We believe the targets we

have set are correct for the Group and have

captured the key strategic goals including

reducing the carbon and environmental

impact of our products.

46 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

A trusted currency partner

Responsible

operations

One of the ways in which

we measure our sustainability

performance is undertaking an

annual assessment by independent

third party EcoVadis, who assess

over 150,000 companies each year.

The assessment takes a holistic

approach, considering sustainability

criteria across the four pillars of

Environment, Labour and Human

Rights, Ethics and Sustainable

Procurement.

In FY25 our score in the EcoVadis

assessment improved again and

we achieved a Silver EcoVadis

Medal for the third year running.

This recognises that De La Rue

performed within the top 15% of

companies assessed by EcoVadis

in the year.

The assessment report also

suggests areas in which to improve

in preparation for the following year’s

assessment. For example, one

priority recommendation highlighted

in FY25 was to complete a double

materiality assessment, which we

had already determined to perform

and have since completed.

For more information:

see page 21

47 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Key performance indicators

We use a

balance of

financial and

non-financial

key performance

indicators to

measure our

performance

Revenue Adjusted operating profit

Link to strategic pillars Link to remuneration Link to strategic pillars Link to remuneration

Definition

We measure IFRS revenue from continuing operations less, in

FY21 and before, ‘pass through’ revenue relating to non-novated

contracts following the sales of certain historic businesses.

Definition

IFRS operating profit from continuing operations, less exceptional

items and amortisation on acquired businesses.

Why it is important

Increasing revenue is the bedrock upon which the business

is able to grow.

Why it is important

This key performance measure of profitability is followed closely

both within the business and externally.

Performance in FY25

Production volumes increased in the second half of FY25 as the

growing order book fed through to production, leading to revenue

for FY25 being 5.0% higher than FY24.

Performance in FY25

In FY25 Currency benefitted from higher production volumes,

a higher margin mix of projects and cost efficiencies from higher

utilisation of assets that were experienced in FY24, leading to

an 89% increase in adjusted operating profit.

Historic performance £m Historic performance £m

Our strategic objectives

Grow repeatable business

Drive efficient operations

Invest for the future

Find out more in Remuneration on pages 69 to 79

A reconciliation between IFRS and non-IFRS measures

can be found on pages 160 to 163.

300

250

200

150

100

2021 2023 20252022 2024

207.1

254.5

280.9

286.8

217.5

2021 2023 20252022 2024

6.4

13.6

19.5

16.2

11.8

48 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Key performance indicators continued

Adjusted EBITDA and free cash flow Net debt Net debt/EBITDA covenant ratio

Link to strategic pillars Link to remuneration Link to strategic pillars

Link to remuneration Link to strategic pillars Link to remuneration

Definition

Adjusted EBITDA is calculated as result for the year, adding back

tax, net interest, exceptional items, depreciation and amortisation.

Free cash flow is net cash flow before financing activities, plus

interest paid, lease payments and dividends paid to minorities.

Definition

Net debt is the net of borrowings and cash and cash equivalents,

excluding net losses on debt modification. RCF drawn shows the

gross amount outstanding on the revolving credit facility at each

period end.

Definition

This is the ratio between year end net debt and adjusted EBITDA,

both adjusted in accordance with the definition of the covenant

within our banking agreements.

Why it is important

Adjusted EBITDA gives an indication of how much cash the

Group is generating from operations. Free cash flow shows how

much cash is being generated for shareholders and is a metric

used in assessment of our Performance Share Plan.

Why it is important

Net debt is a key measure of our indebtedness, monitored both

internally and externally. RCF drawn gives a more focused view

of the balance on which interest is paid.

Why it is important

Maintenance of this ratio below a certain level, for FY25 less

than 3.6, is a key covenant within our banking agreements.

Performance

In FY25 adjusted EBITDA improved, driven by the better

performance within Currency compared with FY24. Free cash

flow was adversely impacted by lower operating cash flow and

higher capital expenditure than prior year.

Performance

Net debt and RCF drawn increased towards the end of FY25

as the Currency division invested in working capital, particularly

inventory, as production increased to meet demand. The RCF

was repaid in full on 1 May 2025.

Performance

This ratio was higher at FY25 year end than it was at the same

point in the previous year as the increase in EBITDA was not

sufficient to completely counterbalance the rise in year end

net debt.

Historic performance £m Historic performance £m Historic performance Ratio

Free cash ﬂow

-25

-50

2021 2023 20252022 2024

39.3

46.8

54.0

56.7

40.2

Net debt

RCF

-25

-50

-75

-100

-150

-125

2021 2023 20252022 2024

Limit

2021 2023 20252022 2024

4.0

3.0

2.0

1.0

2.21

1.46

0.99

2.78

3.27

49 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Key performance indicators continued

EBIT/net interest covenant ratio Total shareholder return Basic earnings per share

Link to strategic pillars Link to remuneration Link to strategic pillars

Link to remuneration Link to strategic pillars Link to remuneration

Definition

This is the ratio between adjusted EBIT (for continuing and

discontinued operations) and net interest payable, both adjusted

in accordance with the definition of the covenant within our

banking agreements.

Definition

Total shareholder return of De La Rue shares compared with

that of the FTSE 250 index (excluding investment trusts).

Definition

Adjusted basic earnings per share is calculated as the earnings

attributable to equity shareholders excluding amortisation and

exceptional items, divided by the average number of ordinary

shares outstanding during the year.

Why it is important

Maintenance of this ratio above a certain level, for FY25 more

than 1.0, is a key covenant within our banking agreements.

Why it is important

This is a performance measure under both the historic

Performance Share Plan and the new Investor Return Plan.

Why it is important

This is a performance measure under the Performance

Share Plan.

Performance

This ratio was higher in FY25 than for the previous financial

year given the improvement in EBIT and broadly unchanged

interest payments.

Performance

The De La Rue share price rose over the course of FY25 with

positive market reaction to the strategic developments that

we announced during the year, including the proposed sale

of Authentication, as well as to the increasing order book

in the Currency division.

Performance

Adjusted EPS was higher in FY25 than in prior year, reflecting the

improvement in underlying performance of the business in the

period. Loss per share on an IFRS basis was marginally less than

last year as the underlying performance benefit was offset by

higher exceptional costs.

Historic performance Ratio Historic performance Ratio Historic performance p

2020 2021 2023 20252022 2024

200

160

180

140

120

100

De La Rue

FTSE 250

(excluding

investment

trusts)

Limit

2021 2023 20252022 2024

8.0

6.0

4.0

2.0

3.03

7.40

6.30

1.55

1.54

2021 2023 20252022 2024

-15

-30

IFRS

Adjusted

50 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

“ We have seen a

turning point in

our KPIs in FY25,

with most

metrics showing

an improving

performance

compared with

prior year.”

Key performance indicators continued

Gender diversity in management Energy used per tonne of good output

Link to strategic pillars Link to remuneration Link to strategic pillars

Link to remuneration

Definition

We monitor our gender diversity among our management team,

looking to reach 60/40 male/female split. This year we have

looked at this breakdown for the Group as a whole as at year end,

so it includes staff that transferred with the sale of Authentication.

Definition

We measure our energy efficiency in terms of the energy used

per tonne of good output.

Why it is important

This is a key target that we set to encourage gender diversity

at a senior level within the business.

Why it is important

We believe this is a representative indicator of the energy

efficiency of our operations.

Performance

While we have not yet reached our target, the proportion of

women in management roles remains higher than that of the

overall workforce and is increasing. We continue to focus on

the progression of women across the organisation into

management positions.

Performance

Our energy use per tonne of good output has decreased

by 15.5% this year as the higher throughput allowed us more

efficient operation of our facilities.

Historic performance % Historic performance kWh/tonne

Female

Male

2021 2023 20252022 2024

4,000

3,000

2,000

1,000

3,656

2,903

3,139

3,322

2,807

51 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Financial review

Michael Aumann, Chief Financial Officer

To provide increased clarity on

the underlying performance of our

business, we have reported gross

profit and operating profit on an

IFRS and adjusted basis, together

with adjusted EBITDA and adjusted

controllable operating profit

(adjusted operating profit before

enabling function cost allocation),

for our ongoing business. Further

details on non-IFRS financial

measures can be found on

pages 160 to 163.

100% of Group revenue from continuing

operations for FY25 of £217.5m (FY24:

£207.1m) originated from our Currency

division. Authentication has been accounted

for as a discontinued operation and prior

year comparatives have been restated

to reflect that.

The Group saw an IFRS operating loss

of £6.1m, smaller than the loss of £7.1m

(as restated) incurred in FY24. The increase

in net exceptional charges from continuing

operations to £17.9m in FY25 (FY24: net

charge of £13.5m) was less than the increase

in adjusted operating profit.

Securing

the future of

De La Rue

84%

increase in adjusted operating

profit from continuing operations

compared with prior year

£7.3m

cash inflow from operating

activities (FY24: £28.5m inflow)

52 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Financial review continued

Currency

The Currency division designs and manufactures highly secure banknotes and banknote

components that are optimised for security, manufacturability, cash cycle efficacy and

public engagement.

FY25

£m

FY24

(restated)

£m Change

Revenue 217.5 207.1 +5.0%

Gross profit 53.3 46.6 +14.4%

Adjusted controllable operating profit* 35.6 29.5 +20.7%

Adjusted operating profit* 11.8 6.4 +84.3%

Operating (loss) (6.1) (7.1) +14.1%

% %

Gross profit margin 24.5 22.5 200bps

Adjusted controllable operating profit margin* 16.4 14.2 220bps

Adjusted operating profit margin* 5.4 3.1 230bps

Operating (loss) margin (2.8) (3.4) 60bps

* Non-IFRS measure

Revenue for the year in the Currency division rose 5.0% compared with last year to £217.5m

(FY24: £207.1m). Volumes and revenue increased substantially during the second half as we

geared up operationally and worked through the higher level of orders that had been closed

in the previous months. Gross profit rose 14.4% to £53.3m (FY24: £46.6m), benefiting from

a good mix of higher margin projects, particularly in the second half.

Adjusted controllable operating profit rose to £35.6m (FY24: £29.5m) thanks to both the

better mix of projects mentioned above and the efficiencies from the additional utilisation

of assets that higher activity levels demand.

The allocation of enabling function costs to the division rose slightly in relative terms, given

the slightly greater proportional contribution of divisional revenue to the Group in FY25.

When added to the higher adjusted controllable operating profit, this led adjusted operating

profit to almost double to £11.8m (FY24: £6.4m).

£17.9m (FY24: £13.5m as restated) of exceptional costs led to an operating loss of £6.1m

(FY24: loss of £7.1m as restated) on an IFRS basis. Further details of exceptional items are

given in the next column.

Enabling function costs

In FY25, enabling function costs of both continuing and discontinued activities totalled

£33.5m (FY24: £33.9m), a marginal fall. The completion of the closure of Gateshead at the

end of calendar 2024 and a lower ongoing run rate in Kenya led to a slight decline overall in

enabling costs compared with prior year, despite the impact of a number of non-recurring

project costs.

We expect enabling costs to fall substantially in FY26 as a material portion of these costs

have transferred to Crane NXT with the sale of the Authentication division.

In addition, we have already embarked on a process to adjust staffing levels required to

support a smaller group with only one operating division. Atlas have also stated that they

believe that a limited number of other functions will no longer be required as the Company

is no longer listed. In aggregate, as a result of these actions, it is likely that there will be a

reduction in De La Rue’s overall headcount of approximately 4%.

Exceptional items

Exceptional items relating to continuing operations during the period constituted a net

charge of £17.9m (FY24: £13.5m) before tax.

Exceptional charges on continuing operations before tax included:

FY25

£m

Cash

£m

Non-cash

£m

FY24

£m

Divestiture costs 17.3 11.1 6.2 –

Site relocation and restructuring costs 2.3 2.4 (0.1) 8.3

Write back on Portals loan notes (1.9) (2.1) 0.2 (0.5)

Pension underpin costs 0.2 0.2 – 0.3

Costs in relation to pension payment deferment

and banking refinancing – – – 5.4

17.9 11.6 6.3 13.5

In addition a further £0.4m of charges (FY24: nil) of divestiture costs related directly to the

Authentication division and were classified as exceptional costs of discontinued operations.

53 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Financial review continued

£17.3m (FY24: nil) of divestiture costs comprised professional and other costs in relation

to the following areas:

– £6.7m relating to investigating the strategic options for optimising the value of the

business.

– £3.5m relating to finance and legal vendor due diligence for the Currency division

and the remaining group.

– £1.8m relating to the sale of Authentication.

– £3.2m relating to the physical separation of the Group’s operating site in Malta

in contemplation of the Authentication sale.

– £2.1m in relation to the Pension Scheme and Pension Trustee.

£2.3m (FY24: £8.3m as restated) of exceptional site relocation and restructuring

costs comprised:

– £1.0m (FY24: £0,2m) charge in relation to the closure of our site in Gateshead.

This primarily related to the costs of relocating assets from Gateshead to Malta.

– £1.3m (FY24: £0.2m) of charges incurred in Malta in relation to labour, assembly,

transportation and shipping costs in relation to relocating assets following the closure

of Gateshead.

– In FY24 £3.3m of redundancy and legal fees and £3.4m of impairment charges were

incurred. These costs were not repeated in FY25.

During FY25, a net credit loss provision release of £1.9m (FY24: £0.5m) was reported on

the loan notes held in Portals International Limited and Portals Finance Ltd where a further

cash repayment of £1.9m was received during the period.

Pension underpin costs of £0.2m (FY24: £0.3m) relate to legal fees, net of amounts recovered,

incurred in the rectification of certain discrepancies identified in the Scheme’s rules. The

Directors do not consider this to have an impact on the UK defined benefit pension liability

at the current time, but they continue to assess this.

In FY24 £5.4m of costs associated with pension payment deferment and the banking

refinancing were incurred.

Of the pre-tax net exceptional charge on continuing operations of £17.9m (FY24: £13.5m

as restated), £6.3m (FY24: £4.8m) relates to non-cash items and £11.6m (FY24: £8.7m)

relates to cash items.

Tax related to exceptional items amounted to a £0.2m tax credit (FY24: tax credit of £5.2m).

Included within exceptional tax items are:

– £0.1m credit (FY24: £2.7m credit) representing the tax relief impact of the exceptional

costs detailed above.

– £0.1m credit (FY24: £0.2m credit) for the release of other tax provisions no longer

considered necessary.

In FY24 a £2.3m tax credit was also posted, relating to the release of a provision following the

expiry of an indemnity period, following the Cash Processing Solutions Limited business sale

in May 2016.

Finance costs

The Group’s net finance charge was £16.3m (FY24: £21.2m). This included interest income

of £0.3m (FY24: £0.5m), interest expense of £14.3m (FY24: £19.2m) and retirement benefit

finance expense of £2.3m (FY24: expense of £2.5m).

Interest expense comprised:

FY25

£m

FY24

£m

Bank loan interest 12.0 12.3

Other, including amortisation of finance arrangement fees 5.0 3.7

Net (gain)/loss on debt modification (3.3) 2.7

Interest on lease liabilities 0.6 0.5

14.3 19.2

The slight decrease in bank loan interest paid in FY25 reflected the marginally lower average

of Bank of England base rates, offset by the marginally higher average principal outstanding

over the period. In FY25 base rates gradually fell through the year from 5.25% to 4.5%. In FY24,

while rates were between 4.25% and 5.25%, they spent most of the year at the highest of

these rates.

The net gain on debt modification of £3.3m (FY24: loss of £2.7m) relates to the unwinding

of prior year modification losses recognised. The charge in prior year related to the changes

in banking facilities in existence over the course of the year, treated as a non-substantial

modification under IFRS 9 “Financial Instruments”. The modification gain is a non-cash item.

See note 6 of the Financial Statements for further information.

54 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Financial review continued

The IAS 19 related finance cost, which represents the difference between the interest on

pension liabilities and assets, was an expense of £2.3m (FY24: £2.5m expense). The charge

in the period was due to the opening IAS 19 pension valuation, being a deficit of £51.6m

(FY24: deficit of £54.7m).

Taxation

The total tax charge in the Consolidated Income Statement for the year was £4.1m (FY24:

charge of £3.7m). This includes a £1.3m deferred tax charge (FY24: net charge of £3.7m), a net

tax credit on exceptional items of £0.2m (FY24: credit of £5.2m) and a tax credit attributable

to discontinued operations of £0.3m (FY24: credit of £0.8m).

The Group paid corporate income tax of £3.2m in FY25 (FY24: £2.3m).

Discontinued operations – Authentication

The Authentication division leveraged advanced digital software solutions and security labels

to protect revenues and reputations from the impacts of illicit trade, counterfeiting, and

identity theft. The sale of this division to Crane NXT was agreed in October 2024 and

completed on 1 May 2025.

In FY25 Authentication revenue fell 6.8% to £96.2m (FY24: £103.2m), with Sudan within the

GRS sub-segment particularly hard hit given the ongoing civil war in large parts of the country.

Adjusted controllable operating profits, at £20.7m (FY24: £25.4m), slipped by 18.5%, affected

by the drop in revenue and a number of non-recurring costs. Adjusted operating profits fell

24.0% to £11.1m (FY24: £14.6m) despite the division being allocated a lower proportion of

enabling function costs, as both divisional revenue was lower and Group revenue was higher

than last year.

Exceptional costs allocated to Authentication amounted to £0.4m in relation to costs

incurred by the Authentication business in relation to the divestiture. In FY24 £0.7m was

incurred in relation to restructuring initiatives. As a result IFRS operating profit for the division

fell 22.5% to a profit of £10.0m (FY24: £12.9m).

Earnings per share

The basic weighted average number of shares for earnings per share (‘EPS’) purposes was

196.2m (FY24: 195.7m).

Adjusted basic earnings per shares was 0.1p (FY24: loss per share of 5.3p), reflecting adjusted

basic loss for the Group moving from £10.0m in FY24, as restated to a profit of £2.2m in FY25.

IFRS basic loss per share from continuing operations was 14.3p (FY24 as restated: loss per

share of 19.7p), given the lower IFRS operating loss recorded in FY25 and reflecting a basic

loss of £26.8m (FY24: loss of £32.8m as restated).

Cash flow

The conservation and generation of cash within the business has been an area of stringent

focus during the period. Net working capital increased by £7.4m (FY24: reduction of £5.9m)

as inventory levels and trade debtors rose towards the end of the year as production

increased. This was not fully offset by the increase in trade payables that occurred during

the same period.

More detail on the movements within our cash flows for the period are set out below.

Post tax cash flow from operating activities was a net cash inflow of £4.1m (FY24: £26.2m

inflow), generated after adjusting the £12.5m loss before tax (FY24: £15.4m loss) for:

– £16.3m of net finance expense (FY24: £21.2m).

– £18.1m of depreciation and amortisation (FY24: £19.3m).

– nil of asset impairment (FY24: £4.5m).

– share-based payment expense of £1.7m (FY24: £1.4m).

– £0.3m decrease in provisions (FY24: £4.2m decrease).

– £7.8m related to the agreed deficit repair contributions, together with the administrative

costs of running the pension scheme. FY24 administrative costs of running the Scheme

totalled £1.5m, but De La Rue did not pay any deficit repair contributions, having secured

a moratorium on such payments for FY24.

– £6.8m net working capital outflow (FY24: £5.9m inflow) including:

– £3.5m increase in inventory (FY24: £7.6m decrease);

– £32.5m increase in trade and other receivable and contract assets

(FY24: £2.3m decrease); and

– £29.2m increase in trade and other payables and contract liabilities

(FY24: £4.0m decrease),

– tax payments of £3.2m (FY24: £2.3m).

55 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Financial review continued

The cash outflow from investing activities of £8.3m (FY24: £7.8m outflow) included:

– capital expenditure on property, plant and equipment, after cash receipts from grants,

of £6.3m (FY24: £4.1m), largely relating to the construction of our expanded facility in Malta.

– capital expenditure on software intangibles and development assets of £4.6m

(FY24: £4.6m).

– £0.3m (FY24: £0.6m) of interest received.

– £2.1m (FY24: £0.3m) repayment in respect of other financial assets was received.

The cash inflow from financing activities was £13.2m (FY24: outflow £29.0m), and included:

– £32.0m net draw down of borrowings (FY24: net repayment of £4.0m),

– £14.6m (FY24: £14.1m) of interest payments,

– £0.2m (FY24: £5.5m) of payments for debt issue costs, and

– £4.1m (FY24: £2.5m) of IFRS 16 lease liability payments.

In FY24 £3.2m of dividends were paid to non-controlling interests, mostly

due to a repatriation of cash from Sri Lanka. This was not repeated in FY25.

The net increase in cash and cash equivalents in the period was £9.1m (FY24: £10.6m decrease).

As a result of the cash flow items referred to above, Group net debt increased from £89.4m

at 30 March 2024 to £112.4m at 29 March 2025.

Net debt

The analysis below provides a reconciliation between the opening and closing positions for

gross borrowings together with movements in cash and cash equivalents:

At 30 March

2024

£m

Cash flow

£m

Foreign

exchange

and other

£m

At 29 March

2025

£m

Gross borrowings (118.7) (32.0) – (150.7)

Cash and cash equivalents 29.3 9.1 (0.1) 38.3

Net debt (89.4) (22.9) (0.1) (112.4)

Net debt is presented excluding unamortised pre-paid borrowing fees of £1.5m

(FY24: £5.0m), loss on debt modification of £0.2m (FY24: £3.5m) and £19.6m (FY24: £11.6m)

of lease liabilities.

Banking facilities

Following amendments on 29 June 2023 and 18 December 2023, the revolving facility

agreement with the Group’s lending banks and their agents extended to 1 July 2025. Under

this amended agreement the Group had bank facilities of £235m including an RCF cash

drawn component of up to £160m and bond and guarantee facilities of a maximum of £75m.

The facilities were secured against material assets and shares within the Group.

During FY25, the Group was subject to the following financial covenants and spread levels:

– EBIT/net interest payable more than or equal to 1.0 times.

– Net debt/EBITDA less than or equal to 3.6 times.

– Minimum Liquidity testing monthly, testing at each weekend point on a 4-week historical

basis and 13-week forward-looking basis. The minimum liquidity was defined as “available

cash and undrawn RCF greater than or equal to £10m”.

– spread rates calculated on the leverage ratio as follows:

Leverage (consolidated net debt to EBITDA)

Margin (% per

annum)

Greater than 3.5:1 4.35

Greater than 3.0:1 and less than or equal to 3.5:1 4.15

Greater than 2.5:1 and less than or equal to 3.0:1 3.95

The covenant tests used earlier accounting standards, excluding adjustments for IFRS 16.

Net debt for covenants included the borrowings, where the RCF amount is considered, the

principal amount withdrawn, (excluding unamortised pre-paid borrowing fees and the net

loss on debt modification) net of cash and cash equivalents.

Covenant test results as at 29 March 2025:

Test Requirement

Actual at

29 March 2025

EBIT to net interest payable More than or equal to 1.0 times 1.54

Net debt to EBITDA Less than or equal to 3.6 times 3.27

Minimum liquidity testing Testing at each weekend point on a 4-week historical

basis and 13-week forward looking basis. The minimum

liquidity is defined as “available cash and undrawn RCF

greater than or equal to £10m.”

No breaches

On 29 March 2025 the Group had bank facilities of £235.0m (FY24: £235.0m) including

an RCF cash drawn component of up to £160.0m (FY24: £160.0m) and bond and guarantee

facilities of a maximum of £75.0m (FY24: £75.0m), which were due to mature on 1 July 2025.

56 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Financial review continued

On 29 March 2025, the Group had a total of undrawn RCF committed borrowing facilities,

all maturing in less than one year, of £10.0m (FY24: £42.0m, all maturing in more than one year).

The amount of loan drawn on the £160.0m RCF cash component was £150.0m on 29 March

2025 (30 March 2024: £118.0m).

Guarantees of £20.7m (FY24: £41.8m) were drawn using the £75.0m guarantee facility

on 29 March 2025.

On 1 May 2025, following completion of the sale of the Authentication division, the amounts

drawn on the RCF cash and guarantee facilities were repaid in full and the RCF was cancelled.

A separate borrowing facility for financing equipment under construction is in place and at

the end of FY25 the amount outstanding on this facility is £0.7m (FY24: £0.7m). This balance

was not repaid following the completion of the sale of Authentication.

Pension scheme

The Company recommenced payment of deficit repair contributions to the Pension Scheme

in July 2024, following the completion of a deferral period agreed with the Pension Scheme

Trustee in 2023. The Company paid £6.0m in deficit repair contributions to the Scheme

during FY25 (FY24: nil), in accordance with the schedule of repair contributions agreed with

the Trustee following an actuarial valuation undertaken at 30 September 2023.

The actuarial valuation of the Scheme on 30 September 2023 showed a Scheme deficit

of £78m. As a result of this valuation, on 18 December 2023, the Company and the Scheme

Trustee agreed a new schedule to fund the deficit. The funding moratorium until July 2024 as

previously agreed was retained, followed by deficit repair contributions from the Company of

£8m per annum to the end of FY27, and then followed by higher contributions that at no time

exceed £16m per annum and which run until December 2030 or until the Scheme becomes

fully funded.

On 13 October 2024, De La Rue plc entered into a further agreement with the Pension Trustee.

Under this agreement De La Rue agreed to pay £30m to the Scheme by way of pension

deficit repair contributions on completion of the sale of Authentication, materially reducing

the outstanding deficit on the pension scheme. This was paid on 1 May 2025, with £5m of

additional payments linked to the sale and the RCF repayment paid on the following day.

Atlas has entered into a legally binding Memorandum of Understanding with the Pension

Trustee dated 10 April 2025, which governs the ongoing covenant offered by De La Rue

to the Pension Scheme with effect from completion of Atlas’ purchase of De La Rue.

The valuation of defined benefit pension schemes of the Group on an IAS 19 basis

at 29 March 2025 is a net liability of £43.6m (FY24: net liability of £51.6m).

The charge to the adjusted operating profit in respect of the administration of the

Scheme in FY25 was £1.7m (FY24: £1.5m). Under IAS 19 there was a finance charge of £2.3m

(FY24: finance charge of £2.5m) arising from the difference between the interest cost on

liabilities and the interest income on scheme assets.

Capital structure

At 29 March 2025, the Group had net liabilities of £12.7m (FY24: net assets of £2.6m).

The movement during the period included:

£m

Opening net assets – 30 March 2024 2.6

Loss for the period (16.6)

Remeasurement loss on retirement benefit obligations 3.8

Tax related to remeasurement of net defined benefit liability (1.0)

Foreign exchange movements (2.9)

Movement in cash flow hedges 0.2

Employee share scheme charges 1.0

Share capital issued 0.2

Closing net (liabilities)/assets – 29 March 2025 (12.7)

57 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk and risk management

The Risk Committee met four times during

the year to review risk management and

monitor the status of key risks, as well as

the actions we took to address these at both

Group and functional level. It also examined

possible emerging risks by considering both

internal and external indicators and challenges,

together with whether it had identified the

principal risks that could impact the business

in the context of the environment in which

we operate.

The Board received regular updates on risk

management and material changes to risk,

while the Audit Committee also reviewed

the Group’s risk report.

How we manage risk

Risk management is the responsibility of

the Board, supported in FY25 by the Risk

Committee, which comprised members of

our Executive Leadership Team (ELT) and was

attended by the Group Director of Security,

HSE and Risk. The Risk Committee is

accountable for identifying, mitigating and

managing risk. Our formal risk identification

process evaluated and managed our significant

risks in accordance with the requirements

of the UK Corporate Governance Code.

Our divisional risk registers feed into a Group

risk structure that identifies the risks, their

potential impact and likelihood of occurrence,

the key controls and management processes.

We then establish how to mitigate these risks,

and the investment and timescales required

to reduce the risk to an acceptable level

within the Board’s risk appetite.

Management is responsible for implementing

and maintaining controls, which have been

designed to manage rather than eliminate risk.

These controls can only provide reasonable,

but not absolute, assurance against material

misstatement or loss.

Principal risks and uncertainties

The following pages set out the principal

risks and uncertainties that we believe could

crystallise over the next three years. The

Board has undertaken a robust risk

assessment to identify these risks, which are

referred to as principal risks to the business.

There may be other risks that we currently

believe to be less material. These could

become material, either individually or

simultaneously, and significantly affect our

business and financial results. Our ongoing risk

review mechanisms will seek to identify and

escalate any such risks. We have modelled

potential scenarios of these risks crystallising

to assess the Group’s risk capacity.

Due to the nature of risk, the mitigating

factors stated cannot be viewed as assurance

that the actions taken or planned will be

wholly effective.

Risk appetite

The Board has reviewed our principal risks

and considered whether they reflect an

acceptable level of risk. Where this is not

the case, the Board has also considered what

further investment is being made to reduce

the likelihood and potential impact of the risk.

The Board either approves the level of risk

being taken or requires management to

reduce the risk exposure.

For core areas of the business, the Board

uses several methods to ensure that

management operates within an accepted

risk appetite. These include delegated

authority levels, the approval of specific

policies and procedures and the approval of

the annual insurance programme. The Board

receives regular feedback on the degree to

which management is operating within

acceptable risk tolerances.

This feedback includes regular operational

and financial management reports, internal

audit reports, external audit reporting and

any reports to the whistleblowing hotline.

All members of the ELT have individual

or joint ownership of one or more of the

principal risks. Management of those risks

forms part of their personal objectives.

How we manage

our principal risks

and uncertainties

58 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk and risk management continued

Group Health, Safety and Sustainability

(Global HSS) Committee

– Sets Health, Safety and Sustainability standards

– Agrees and monitors implementation

of HSE strategy

– Monitors Health, Safety and Sustainability

performance

Executive Leadership Team (ELT)

– Accountable for the design and implementation

of the risk management process and the

operation of the control environment

Group policies

– Policies for highlighting and managing risks

– Procedures and internal controls

Functional management

– Ensures that risk management is embedded

into business culture, practice, and operations

Sanctions Board

– Responsible for ensuring internal

control procedures are in place

to mitigate the risk of breaching

applicable trade sanctions

and embargoes

Board of Directors and Company Secretary

Ethics Committee

– Reviews ethical risks, policies

and standards

Risk Committee

– Reviews and proposes the business

risk profile

– Monitors the management of key risks

– Tracks implementation of actions

to mitigate risks

– Examines and considers emerging

risks that could impact the business

– Reviews the effectiveness of internal controls

– Approves the annual internal and external audit plans

– Reviews findings from selected assurance providers

Audit Committee

De La Rue’s risk management framework in FY25

59 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk and risk management continued

How we managed principal risks in FY25

Risk Internal controls External assurance Oversight forum Change

Bribery and corruption

The pressure to meet sales targets, on either a

third party or an employee, could increase the risk

of the payment of a bribe on behalf of De La Rue

or anti-competitive behaviour, leading to damage

to our reputation from a successful prosecution,

financial loss and disbarment from tenders and

substantial fines.

Link to our strategic pillars

– Whistleblowing policy and associated procedures

are integral aspects of the compliance framework,

which is complemented by a whistleblowing hotline.

– Mandatory training on anti-bribery and corruption,

and competition law.

– Our rigorous process for the appointment,

management, and remuneration of third party partners

(TPPs), operating independently from the sales

function, which was enhanced in FY24.

– We have a focus on raising awareness through local

Ethics Champions.

– We have Level 1 accreditation to the

Banknote Ethics Initiative (BnEI), which

provides governments and central banks

assurance regarding our ethical standards

and business practices.

– We maintain certification to ISO 37001,

the anti-bribery management system,

which assists the organisation to prevent,

detect and address bribery attempts.

– Cross-functional anti-bribery management

system (ABMS) review forum to monitor

risks and effectiveness of controls.

– External scrutiny of TPP fee structure.

Audit Committee

Risk Committee

Ethics Committee

Quality management and delivery failure

A failure in our Quality Management System,

including specification, controls, and enforcement

issues, could lead to a major customer quality

incident, resulting in late delivery penalty clauses

and increased costs.

Link to our strategic pillars

– Implementing a product quality strategy to reduce

instances and costs of quality incidents.

– Operational management boards monitoring KPIs.

– Design approval process.

– Regular reviews and audits of critical suppliers

to ensure standardisation.

– Central quality team inspect and test regime

for all processes and features.

– Service monitoring tools in place to manage

performance and response times to remain within

service level agreements.

– 24/7 support and IT coverage to minimise downtimes.

– In process inspection systems validating key areas.

– All sites are certified to ISO 9001, quality

management system.

– Clearly defined targets and key performance

indicators on quality, waste and complaint

severity.

– Weekly and monthly quality site reviews

as well as supplier auditing regime.

– Inclusion within regular customer audits.

Divisional business

reviews

Business Process

Review (BPR)

updates

Risk Committee

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

60 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk and risk management continued

How we managed principal risks in FY25 continued

Risk Internal controls External assurance Oversight forum Change

Macroeconomic and geo-political environment

As a manufacturing business operating worldwide,

the Group is exposed to the challenges of the

prevailing macroeconomic environment,

inflationary pressures, supply chain headwinds

and stress to sales pipelines which could impact

its operations and ability to financially forecast

accurately. The Group also maintains operations

in territories that are exposed to economic and/or

political instability. This type of instability, which

includes the uncertainties of regime change,

creates risks both for our manufacturing footprint

and locally based direct sales operations.

Link to our strategic pillars

– A robust prioritisation process with regular reviews

of programmes and projects.

– A robust incident management framework, including

annual exercising.

– Procurement conducting single and sole source

supplier reviews as well as risk assessments on

financial and operational risks from suppliers.

– Regular reviews of the anticipated impacts of pricing

pressures in the supply chain fed into the established

Business Process Review (BPR) and budget review

processes.

– Maintain strong employee relations in all locations.

– A comprehensive travel management programme.

– A comprehensive insurance programme.

– Consideration of contracts being designated in GBP or

hard currency, if possible, subject to local regulations.

– Regular monitoring of financing and fiscal matters,

seeking early advice, diversification, longer-term

funding, and hedging, if facilities are available.

– ELT functional review meetings.

– Third party risk management alerting

(hotspots/regions of concern) and

risk reporting.

– External auditing of risk and resilience.

Divisional business

reviews

Business Process

Review updates

Risk Committee

Loss of key site or process

The loss of a key site or process, due to external

threats or internal system failures, could lead

to reduced operational capacity and result in

disruption to customer service delivery, brand

damage and increased costs.

Link to our strategic pillars

– We invest in capacity, equipment and facilities,

multiple sources of supply to drive down single

points of failure.

– We hold business continuity planning (BCP) stock

for critical activities.

– Monthly KPIs monitor BCP preparedness.

– Internal audit of all manufacturing sites, including

BCP preparedness.

– Supplier strategy and sourcing reviews.

– Business continuity coordinators at all sites,

supported by a central coordinator.

– Under a central certification we are certified

at Head Office and all production and storage

sites to ISO 22301:2019 standards, ensuring

a robust business continuity management

system throughout the Group.

– Inclusion within regular customer audits.

– The appropriate levels of business

interruption insurance are in place to satisfy

the needs of the business.

Group integrated

security and

business continuity

steering committee

Risk Committee

Audit Committee

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

61 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk Internal controls External assurance Oversight forum Change

Sustainability and climate change

Climate change is recognised as a significant

global and business risk.

Governments, the financial community, and

businesses (including our own and our customers)

see the current decade 2020-2030 as a call to

action, with major new commitments to achieving

net zero emissions by 2050.

Link to our strategic pillars

– De La Rue continues to decarbonise our operations

and value chain as we work towards Net Zero by 2050.

– We have implemented an internal audit programme

that assesses the effectiveness of our environmental

management system against international standards.

– We have completed an energy audit of our UK sites in

alignment with the Energy Savings and Opportunities

Scheme (ESOS). Further energy audits are planned

to take place in FY26 for our overseas sites.

– We continue to work on our supplier sustainable

procurement strategy with engagement with suppliers

on key environmental issues including driving low

carbon initiatives.

– All employees undergo environment and sustainability

awareness training with further training provided to

those in specific roles.

– All our manufacturing sites and Head Office

are certified to the ISO 14001 standard which

helps the organisation reduce its

environmental impact.

– We disclose our environmental data to

the CDP publicly. In FY25, we submitted our

response on Climate Change, Water Security

and Forests.

– We have aligned our external reporting

with international standards including the

recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD).

De La Rue’s TCFD disclosures can be found

within the Responsible Business section,

indexed on page 42.

– We have obtained an independent third-

party limited assurance verification of our

Scope 1 and 2 emissions under ISO 14064-3.

– Our near-term carbon reduction target has

been validated by the Science Based Target

Initiative (SBTi). See page 41 for further details.

Global Health,

Safety and

Sustainability

Committee (GHSS)

Monthly ELT

updates

Risk Committee

Risk and risk management continued

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

How we managed principal risks in FY25 continued

62 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk Internal controls External assurance Oversight forum Change

Breach of information security

A breakdown in the control environment:

– Including collusion or non-compliance

(excluding external attack) could lead

to a breach of data.

– Resulting in an external attack (including

malware, ransomware and/or hacking).

Either of these could lead to a cybersecurity

breach/incident impacting the confidentiality,

integrity and/or availability of customer and/or

other critical data.

Link to our strategic pillars

– We have implemented control measures

around customer, company, and employee data,

demonstrating a clear approach to identify and

mitigate information security risks.

– On an annual basis we conduct internal audits of

our customer and ISO standards to an agreed plan.

Any findings are risk assessed and remediation

activities agreed and tracked.

– Data classification policy and handling process with

monitoring of classification changes and email traffic.

– We have cyber awareness training at all levels

of the business.

– Group policies support and enable our integrated

security management system.

– IT technical controls include security incident and

event management software (SIEM), event logging

and management, managed by an in-house security

operations centre (SOC). Ensuring information security

is designed in from the ground up for all deployed

hardware and software, including the use of multifactor

authentication (MFA) where appropriate.

– Due diligence performed on software and suppliers.

– Contractually bound data protection provisions with

third parties handling personal data.

– Under a central certification we are certified

across the Group to ISO 27001 standards,

ensuring we manage information security

under a robust framework.

– The appropriate levels of professional

indemnity and cyber insurance are in place

to satisfy contractual and business

requirements, including internal and external

incident response support.

– External compliance audits are conducted

on a regular basis, including benchmarking

to international standards.

– We have instigated a programme of both

internal and external penetration and

vulnerability testing on corporate and

customer facing systems.

– Regular customer compliance and

governance audits.

Group integrated

security and

business continuity

steering committee

Monthly ELT

updates

Risk Committee

Audit Committee

Risk and risk management continued

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

How we managed principal risks in FY25 continued

63 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk Internal controls External assurance Oversight forum Change

Supply chain failure

The failure of a key supplier to deliver the products

or services that we need on time or to specification,

through either a supply failure or a business failure,

could lead to disruption to our operations and

associated costs, an inability to fulfil customer

contractual requirements, resulting in penalties

and forfeit of performance bonds, loss of customer

contracts and reputational damage.

The ethical failure of a key supplier, such as a failure

to adhere to our requirements on Modern Slavery

or Bribery and Corruption in our supply chain, could

lead to major reputational and financial damage

and potentially prosecution, and a failure to control

and limit price inflation in our supply chain could

lead to significant erosion of our profitability.

Link to our strategic pillars

– Key supplier risk assessments reviewing the risk

of supply failure, credit risk, price increases and

ethical failure.

– Prioritised, supplier-specific action plans for key

risks with monthly reporting on progress to ELT.

– Supplier vetting platform to risk assess all key and new

suppliers, engaging SMEs to review standards across

ethics, quality, information and product security and

environmental management.

– Regular reviews of the risk assessment to ensure

that it remains up to date with latest available data.

– Ensure that all key strategic supplier contracts are

fit for purpose.

– Deepened Supplier Relationship Management

programme, with direct and regular engagement at

executive level with all key suppliers, to provide early

warning of issues and ensure that De La Rue’s needs

are prioritised by our key suppliers.

– Utilise and fully deploy spend analytics tool to increase

visibility of the full supply base and drive integrated

data-driven action planning.

– We are externally audited for ISO 14298

(Security Print), ISO 22301 (Business

Continuity) and PwC on procurement

and supply chain controls.

– Supplier Quality Audit programme.

– Supplier ethics committee.

Monthly divisional

and ELT updates

Breach of security – product security

A breakdown in the control environment, including

collusion, non-compliance, or an external attack,

could lead to a security breach resulting in the loss

of client-sensitive product and significant damage

to De La Rue’s reputation.

Link to our strategic pillars

– Monthly security KPIs monitor and maintain

the holistic security environment.

– We ensure that all shipment routes and transit plans

are appropriately risk assessed and have appropriate

mitigations in place, by air, sea, or road.

– Dedicated security professionals at all sites,

supported by a central function.

– Layered auditing at all sites, enhancing security

behaviours and culture.

– Materials control to ensure product security

verification and reconciliation.

– All manufacturing sites certified to ISO 14298

and INTERGRAF 14298 and/or 15374, which

ensures an aligned security print

management system across the Group.

– We are subject to regular regulatory and

customer compliance audits.

Group integrated

security and

business continuity

steering committee

Risk Committee

Risk and risk management continued

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

How we managed principal risks in FY25 continued

64 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk Internal controls External assurance Oversight forum Change

Sanctions

Entering a contract or other commitment with a

customer, supplier or partner which is subject to

a sanction or trade embargo could lead De La Rue

to be in breach of sanctions. Breach could result in

imprisonment and substantial fines for individuals,

the leadership team (including the Board) and

De La Rue. In addition, it may lead to a withdrawal

of our banking facilities, as well as disbarment

from future tenders.

De La Rue may be unable to effect payments

or to be paid by customers due to compliance

matters when operating in higher risk and

sanctioned territories. Additionally banking partners

may not be willing to support bonds or guarantees

for some countries.

Link to our strategic pillars

– A robust request for approval (RFA) process ensures

commercial bid teams consider risk.

– As a responsible business, we actively and

continuously monitor and conduct due diligence

on all of our customers, suppliers, and partners.

Any alerts or flagged entities are assessed by

Group Legal and Treasury.

– We conduct regular Internal audits of our sanctions

compliance programme.

– We mandate sanctions training to raise awareness

of risks and to clarify escalation routes for concerns.

– Sanctions impact reviewed on a case-by-case basis

against a known list of sanctioned territories and

potential customers.

– We ensure both internal and external audit

of sanctions compliance programme.

Sanctions Board

Audit Committee

Board briefings

Loss of key talent

There is a risk that there may be a reduced ability

to attract and retain key talent with skills and

knowledge required for the business. This is likely

to impact the organisational ability to deal with

the current level of change, and our employees’

bandwidth to manage the workload.

Link to our strategic pillars

– Remuneration structure designed to support retention.

– Organisational talent process and succession planning

to provide early identification of single points of failure

and capability gaps.

– Set clear objectives for the coming financial year that

people can align around.

– Train senior leaders and managers on expectations

and how to deliver against these.

– Regular communication and support services offered

for employee welfare.

– Benchmarking to known best practice.

– External auditing of people risk.

HR Leadership

Team reviews

Talent Board

reviews annually

Risk Committee

Risk and risk management continued

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

How we managed principal risks in FY25 continued

65 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk Internal controls External assurance Oversight forum Change

Banking facilities

Following the completion of the sale of its

Authentication division to CA-MC Acquisition UK

Limited (‘CA-MC’), a subsidiary of Crane NXT, Co.

(together with CA-MC, ‘Crane NXT’) on 1 May 2025

the Group’s existing revolving credit facility has

been repaid in full. This has allowed the remaining

group to operate on a ‘go-forward’ basis with

sufficient liquidity with no current requirement for

a revolving credit facility. Bonding lines and hedging

facilities remain available to utilise as and when the

business requires them.

Banking facilities is no longer deemed a significant

risk to the business following the successful sale

of the Authentication division.

Link to our strategic pillars

– Manage and develop relationships with existing

and new banks to continue to support the business

in its liquidity, bonding, and ancillary needs.

– Regular dialogue with ELT, banking partners

and other stakeholders.

– Proactive management of cash and borrowings

as well as guarantees to make best use of capacity.

– Support from external advisors.

– External auditing by EY. Functional

risk reviews

ELT reviews

Risk Committee

Audit Committee

Board briefings

Currency sales pipeline

Currency sales had experienced historic low

volumes post-pandemic. There remains a concern

that reductions in future sales or orders could

impact long-term financial forecasts for the Group

and market expectations. This includes banknote

production, security features and polymer

sales opportunities.

Link to our strategic pillars

– Enhanced governance and monitoring of sales pipeline.

– Enhanced focus on Sales activity – time in territory,

customer engagement, number of visits, etc.

– Executive Sales & Operational Planning (S&OP)

framework provides overview of must wins and critical

close dates.

– Business Process Review (BPR) held weekly to discuss

tactical progress on pipeline targets.

– Enhanced account close plans in place and monitored

monthly by senior team including detailed reviews

with CEO/ELT.

– N/A Business Process

Review (BPR)

Currency

and Executive

Leadership Team

reviews

Risk and risk management continued

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

How we managed principal risks in FY25 continued

66 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Risk Internal controls External assurance Oversight forum Change

Business separation

On 16 October 2024, De La Rue entered into

an agreement with Crane NXT for the purchase of

the Authentication division. Up until this sale which

completed on 1 May 2025 there were operational,

financial, legal, strategic and reputational risks

to which the Group was exposed.

Link to our strategic pillars

– Regular programme board meetings to track

workstream progress.

– Communication plan for stakeholders.

– Thorough due diligence and scenario analysis.

– Phased transition plan.

– Contingency funds.

– Post-separation roadmap.

– External legal and tax experts to advise

and review the sale process.

Board

ELT

Risk and risk management continued

Change in risk levels in FY25 (last 12 months)

Increased

Static

Decreased

New risk

Our strategic pillars

Grow repeatable business

Drive efficient operations

Invest for the future

How we managed principal risks in FY25 continued

Strategic report

This Strategic report, comprising

pages 4 to 67 inclusive, was approved

by the Board on 1 August 2025.

By order of the Board

Michael Aumann

Chief Financial Officer

1 August 2025

67 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Governance report

In this section:

Remuneration 69

Directors’ report 80

Directors’ responsibility statement 85

68 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration

Dear Shareholder,

On behalf of the Board, I am pleased to

present the Directors’ remuneration report

for the period ending 29 March 2025.

Following the Court sanctioning the

acquisition of the De La Rue group on

30 June 2025, the Company delisted on

3 July 2025, resulting in the resignation of the

Non-executive Directors and the disbanding

of the previous Remuneration Committee of

the Board. This report will set out to you the

decisions made by the Remuneration

Committee during the FY25 financial year,

and remuneration decisions made following

the Group’s delisting and new ownership.

The Directors remuneration policy that

applied during FY25 was approved by

shareholders, with a 96.8% positive vote, at the

AGM on 7 September 2023, and had a binding

effect from that date. This policy can be found

on the De La Rue website on page 107 to 114

of the 2023 Annual Report and Accounts.

Looking back over FY25

During the financial year, the Remuneration

Committee focused on the improving

performance of the Group, whilst navigating

the divestment of the Authentication Division

which completed on 1 May 2025, and the

commencement of the Formal Sales Process,

which resulted in the announcement of the

recommended acquisition of the Group by

ACR Bidco Limited on 15 April 2025, which was

sanctioned by the Court on 30 June 2025.

Whilst navigating both corporate actions, the

Group saw a strengthening in the Currency

division with a strong order book of £342.5m

at the year end (FY24: £239.2m).

In light of the two corporate actions, the

Committee’s focus had been on how to

remunerate the executive team and

employees as a whole, in terms of motivation

and retention during a period of significant

change and increased work pressures,

whilst balancing shareholder and other

stakeholder experiences.

Base salary

As disclosed in the FY24 Annual Report,

Clive Vacher received a 3% increase in base

salary for FY25 and Ruth Euling received a

5% increase, but her overall fees reduced

to reflect a reduction in working hours. Dean

Moore, being on an interim contract, did not

receive an increase in base pay. The average

increase across the workforce for employees

for FY25 was 3.8%. No change was made to

the fees payable to the Non-executive

Directors during FY25.

During the year, the Committee considered

the sustained additional time commitment

from Clive Whiley as Chairman, in supporting

the pursuit of the divestment of the

Authentication and the recommended

acquisition of the Group. Clive Whiley’s fee

of £182,000 had been benchmarked on an

average basis of 1-2 days per week, however

given the position of the business, Clive

Whiley was working 4 days per week. As

such, and based on his regular meetings with

shareholders, chairing an internal committee

on the work of the strategic review and

having direct ownership of the relationship

with the Pension Trustee, the Committee

agreed to increase his fee from £182,000 to

£365,000 which was backdated to October

2024 when the divestment of Authentication

was confirmed.

Annual Bonus Plan

Prior to the acquisition of the Group, the

Committee determined that a Transaction

Bonus Award should be paid to the Executive

Directors in the event that there was a sale

of either the Currency division, or a complete

change of control/sale of the whole Group.

As such, following the Court sanctioning the

acquisition of the Group by ACT Bidco, Clive

Vacher, Ruth Euling and Dean Moore received

a cash bonus of £494,281, £300,000 and

£350,000 respectively. The Committee

considered that these amounts, as 100% of

full time equivalent in salary, were in line with

the Remuneration Policy, and reflected the

increased workload, contribution and support

from the Executive Directors during a year

of significant change.

Following the acquisition, the Board

considered the FY25 ABP targets and

concluded that the plan should pay out in

line with formulaic calculations. Under the

scheme, financial measures account for 80%

of maximum ABP with the remaining 20%

equally weighted based on achievement

against strategic personal objectives, and

a formulaic ESG metric. Whilst performance

did not trigger the entry points for bonus

under revenue and operating profit, there

was a payout based on the closing net debt

figures and both the personal objective and

ESG metric.

The Board continues to believe that it is

vital that executive remuneration is fair and

competitive so that the Group continues to

motivate and retain the highly talented people

required to deliver the challenging targets

to which were committed.

Long-Term Incentive Plan

The Committee determined during FY25 that

based on the strategic position of the Group

and the need to focus on the short term and

immediate activity relating to the Authentication

sale and the acquisition of the Group, that

no award under either the Performance Share

Plan or the Investor Returns Plan would be

granted to Executive Directors or senior

employees during the year.

Looking ahead to FY26

Due to the acquisition of the Group, the

Remuneration Committee determined that

as a result of a change of control, awards

granted under the Performance Share Plan

and Investor Returns Plan could have

accelerated vesting and were exercisable on

completion in accordance with the rules of

the relevant plans, the Directors’ Remuneration

Policy and standard market practice. For the

LTIP awards, time apportionment provisions

and performance conditions were calculated

and applied with no performance conditions

waived. Following vesting, no deferral or holding

requirements were imposed by the plan

rules. For information on the share vestings,

please see page 74 of this report.

The Board does not intend to make any

material changes to the current remuneration

policy, and will continue to apply this for

FY26, however, the new Board will review and

consider the remuneration of the executive

team and employees as a whole as they

evaluate the business to ensure it remains

appropriate for the new structure.

Michael Aumann

Director

1 August 2025

69 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration

This section of the Directors’ remuneration report shows how the Remuneration Committee implemented the policy on Directors’ remuneration in the year ended 29 March 2025 including

all elements of remuneration received by Executive Directors and the incentive outturns for FY25.

Single figure of remuneration for each Director (audited)

Fixed Variable

Salary and fees

Benefits (excluding

pensions)

Pensions

Total

Fixed Bonus

Long term incentive

(vested)

Total

Variable Total

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2025

£’000

2024

£’000

2025

£’000

2024

£’000

2025

£’000

2025

£’000

2024

£’000

Executive Directors

Clive Vacher 489 480 29 28 49 48 567 180 66 – – 180 747 622

Ruth Euling 176 154 10 9 18 16 204 75 21 – – 75 279 200

Dean Moore 350 235 – – – – 350 – – – – – 350 235

1,015 869 39 37 67 64 1,121 255 87 – – 255 1,376 1,057

Chairman

Clive Whiley

274 158 17 38 – – 291 – – – – – 291 196

Non-executive Directors

Nick Bray 60 60 – – – – 60 – – – – – 60 60

Brian Small 60 34 – – – – 60 – – – – – 60 34

Mark Hoad 60 56 – – – – 60 – – – – – 60 56

Aggregate emoluments 1,469 1,177 56 75 67 64 1,592 255 87 – – 255 1,847 1,403

Notes:

The figures in the single figure table above are derived from the following:

a Salary and fees: the actual salary and fees received during the period.

b Benefits (excluding pensions): the gross value of all taxable benefits received in the period, including for example car allowance and private medical and permanent health insurance.

c Bonus: This includes both the Transaction Award as described on page 73 and the FY25 ABP. A description of the performance measures that applied for the year FY25 is provided on page 76.

d Long term incentive: no FY25 awards vested for Executive Directors.

e The benefits figure for Clive Whiley reflects taxable business expenses.

f The fees for Clive Whiley reflect the change to his salary that was backdated to October 2024, as set out on page 73.

70 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Changes in Executive Directors during the year

No changes during the year to individual elements of remuneration for the Executive

Directors. Following the end of the financial year, on 2 July 2025, with the acquisition

of the Group by ACR Bidco Limited, Dean Moore retired from the Board, along with

the Non-executive Directors.

Base salary and fees (audited)

Base salaries for Executive Directors are normally reviewed annually by the Remuneration

Committee and are set with reference to individual performance, experience and

responsibilities, Group performance, affordability and market competitiveness.

The Directors’ remuneration policy approved by shareholders at the 2023 AGM sets out an

expectation that increases in salary for Executive Directors will not normally exceed the range

of increases awarded to other employees in the Group except in the specific circumstances

listed in the remuneration policy.

The Committee determined that Executive Directors received pay awards in FY25 that were

commensurate with the wider workforce.

In July 2024, Clive Vacher’s salary increased by 3% and Ruth Euling’s salary increased by 5%.

In January 2025, Ruth Euling’s salary increased to £222,324 as a result of a change in working

hours. For FY26, Clive Vacher and Ruth Euling will receive an increase in line with employees.

Base

salary level

July 2024

£’000

Base

salary level

July 2023

£’000

Increase

Clive Vacher 489 480 3

Dean Moore 350 350 –

Ruth Euling 176 159 5

The remuneration policy for Non-executive Directors, other than the Chairman, is determined

by the Board. The Remuneration Committee determines the Chairman’s fee. Fees reflect

the responsibilities and duties of Non executive Directors while also having regard to the

marketplace. The Non-executive Directors do not participate in any of the Group’s share

incentive plans, nor do they receive any benefits or pension contributions. It is the intention

that consistent with the policy for Executive Directors, increases for Non-executive Directors

would not normally exceed the range of increases awarded to the wider workforce.

The fees for the Non-executive Directors did not increase in FY25. The Committee has

determined that no further increase would be made in FY26.

Following a review of Clive Whiley’s increase in working hours and direct involvement with the

divestment of the Authentication Division, he received an increase in base fee to £365,000

that was backdated to October 2024.

The fees for FY25 were as follows:

Non-executive Director fees

July 2024

£’000

July 2023

£’000

Basic fee 51.7 51.7

Additional fee for chairmanship of Audit and Remuneration Committees

and Senior Independent Director 8 8

External directorships of Executive Directors

The Board considers whether it is appropriate for an Executive Director to serve as a

non-executive director of another company. During FY25, Clive Vacher and Ruth Euling

did not hold a remunerated external directorship appointment, however Dean Moore was

independent Non-executive Director at both Griffin Mining Ltd and THG plc throughout

the financial period.

Pension contributions (audited)

During FY25 Clive Vacher and Ruth Euling received a pension contribution of 10% of

salary on the basis of a 6% individual contribution, in line with levels available to other

UK-based employees.

Dean Moore as Interim CFO chose not to participate in the pension scheme.

71 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Variable remuneration (audited)

Annual bonus for FY25

The Annual Bonus Plan for FY25 was issued with the following financial structure and targets:

Measure Threshold Target Maximum Actual

% of

maximum

achieved

Group revenue £326.1m £333.0m £385.0m £313.7m 0%

Group adjusted operating profit £27.3m £29.0m £32.0m £22.8m 0%

Group closing net debt £90.6m £88.0m £83.0m £88.1m 48.1%

All financial metrics, Group revenue, adjusted operating profit and average net debt were

based on an entry point set at the upper end of consensus expectation and maximum award

being achieved at a stretch target significantly above market expectations, the plan is subject

to an operating profit underpin. While operating profit over achieved the required underpin

the revenue and operating profit trigger points did not result in any payout at individual target

level with operating profit threshold at £27.3m and we achieved £24.5m, however the closing

net debt did meet target, therefore the Board was satisfied that it was appropriate for a

payout to be calculated formulaically on this trigger point and the non-financial elements.

Long Term Incentive Plan awards

Due to the ongoing strategic position of the Group during FY25, no awards were made

under the Performance Share Plan (PSP) or Investor Return Plan (IRP).

Further, following a review on the PSP grants made in 2022, these were deemed to have

not met performance criteria and therefore no awards vested under the PSP in FY25

for any Executive Director.

Deferred Bonus Plan

During the year, awards granted under the Deferred Bonus Plan (DBP) in July 2022

automatically vested for the Executive Directors. Further awards were granted under

the DBP to Clive Vacher and Ruth Euling in July 2024 in relation to the FY24 bonus.

Details can be found in the tables on pages 73 and 74.

Shareholding requirements

Executive Directors are required to build up a shareholding equivalent to 200% of salary

over a five year period. It is intended that this is met by Executive Directors retaining 100%

of vested post-tax Deferred Bonus shares, restricted shares and performance shares until

the requirement is met in full.

The policy has a post-employment shareholding requirement of 200% of salary (or the actual

shareholding if lower) for the first year following exit and 50% of this guideline level for the

second year following exit. Due to the acquisition of the Group on 2 July 2025 following the

acquisition by ACR Bidco Limited, this requirement was waived.

Executive Directors’ service contracts

The table below summarises the notice periods contained in the service contracts

for Executive Directors in office as at 29 March 2025.

Year of award Date of contract Date of appointment

Notice from

Company

Notice from

Director

Clive Vacher 6 October 2019 7 October 2019 6 months 6 months

Ruth Euling 1 April 2021 1 April 2021 6 months 6 months

Dean Moore 4 August 2023 4 August 2023 6 months 6 months

Non-executive Directors’ letters of appointment

The Chairman and Non-executive Directors had letters of appointment rather than service

contracts, and the table below summarises the letters of appointment in effect as at

29 March 2025.

Non-executive Director Date of appointment

Current letter of

appointment end date

Nick Bray 21 July 2016 AGM 2025

Clive Whiley 18 May 2023 18 May 2026

Brian Small 8 September 2023 8 September 2026

Mark Hoad 13 September 2022 29 September 2025

Payments for loss of office (audited)

There were no payments for loss of office during the period.

72 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Directors’ interests in shares (audited)

The Directors and their connected persons had the following interests in the ordinary shares of the Company at 29 March 2025:

Variable

Subject to

performance conditions

Not subject to

performance conditions Vested shares

Current

shareholding

ordinary

shares (held

outright)

Current

shareholding

as % of salary

Performance

Share Plan

Investor

Returns Plan

Performance

Share Plan

Deferred

Bonus Plan SAYE

Vested

unexercised

during the

period

Vested

exercised

during the

period

Executive Directors

Clive Vacher 338,687

85 763,661

640,878

– 25,748

29,925

– –

Dean Moore – 0 – – – – – – –

Ruth Euling 102,225

71 364,743

212,079

– 8,347

– 10,131

–

Non-executive Chairman

Clive Whiley 200,000

n/a – – – – – – –

Non-executive Directors

Nick Bray – n/a – – – – – – –

Mark Hoad 50,000

n/a – – – – – – –

Brian Small – n/a – – – – – – –

Notes:

1 All ordinary shares were transferred to ACR Bidco Limited (‘Bidco’) on 2 July 2025 as a result of the acquisition of De La Rue plc (‘De La Rue’) by Bidco.

2 All outstanding share option awards were exercised on 30 June 2025 and resulting De La Rue ordinary shares held sold on 2 July 2025 as a result of the acquisition of De La Rue by Bidco.

All interests of the Directors and their families are beneficial.

The current shareholdings as a percentage of salary during the period are calculated using the closing De La Rue plc share price of 122p on 28 March 2025, being the last working day before

the end of FY25.

73 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Directors’ interests in vested and unvested share awards (unaudited)

The awards over De La Rue plc shares held by Executive Directors under the DBP, PSP, IRP and Sharesave scheme during the period are detailed below:

Date of

award

Total

award as at

30 March

2024

Awarded

during the

year

Exercised

during the

year

Lapsed/

cancelled

during the

year

Awards

held at

29 March

2025

Awards

vested

(unexercised)

during the

year

Strike

price

(pence)

Market price

per share at

exercise

date

(pence)

Date of

vesting

Expiry

date

Clive Vacher

Deferred Bonus Plan

Jul 22 67,315 – 67,315 – – – 78.87

98.00 Jul 24 Jul 24

Jul 24 – 12,874 – – 12,874

– 100.64

– Jul 25 Jul 25

Jul 24 – 12,874 – – 12,874

– 100.64

– Jul 26 Jul 26

Performance Share Plan Jun 21 239,361 – – 239,361 – – 191.76

– Jun 24

Jun 31

Aug 22 454,059 – – – 454,059

– 84.55

– Aug 25

Aug 32

Oct 23 309,602 – – – 309,602

– 62.00

– Oct 26

Oct 33

Investor Returns Plan Oct 23 640,878 – – – 640,878

80.00

– Oct 26

Oct 33

Total 1,711,215 25,748 67,315 239,361 1,430,287

Sharesave options

Feb 23 29,925 – – – 29,925

– 60.15

– Apr 26 Sep 26

Dean Moore

Deferred Bonus Plan

– – – – – – – – – – –

Performance Share Plan – – – – – – – – – – –

Investor Returns Plan – – – – – – – – – – –

Total – – – – – – – – – – –

Sharesave options

– – – – – – – – – – –

74 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Date of

award

Total

award as at

30 March

2024

Awarded

during the

year

Exercised

during the

year

Lapsed/

cancelled

during the

year

Awards

held at

29 March

2025

Awards

vested

(unexercised)

during the

year

Strike

price

(pence)

Market price

per share at

exercise

date

(pence)

Date of

vesting

Expiry

date

Ruth Euling

Deferred Bonus Plan

Jul 22 31,844 – 31,844 – – – 78.87

– Jul 24 Jul 24

Jul 24 – 4,174 – – 4,174

– 100.64

– Jul 25 Jul 25

Jul 24 – 4,173 – – 4,173

– 100.64

– Jul 26 Jul 26

Performance Share Plan Jun 15 2,531 – – – 2,531

2,531 541.00

– Jun 18 Jun 25

Jun 15 1,799 – – – 1,799

1,799 541.00

– Jun 19 Jun 25

Jun 16 2,655 – – – 2,655

2,655 520.85

– Jun 19 Jun 26

Jun 16 1,858 – – – 1,858

1,858 520.85

– Jun 20 Jun 26

Jun 17 773 – – – 773

773 680.10

– Jun 20 Jun 27

Jun 17 515 – – – 515

515 680.10

– Jun 21 Jun 27

Jun 21 135,586 – – 135,586 – – 191.76

– Jun 24

Jun 31

Aug 22 252,158 – – – 252,158

– 84.55

– Aug 25

Aug 32

Oct 23 102,454 – – – 102,454

– 62.00

– Oct 26

Oct 33

Investor Returns Plan Oct 23 212,079 – – – 212,079

– 80.00

– Oct 26

Oct 33

Total 744,252 8,347 31,844 135,586 585,169 10,131

Sharesave options

– – – – – – – – – – –

Notes:

1 These awards do not have any performance conditions attached.

2 Mid-market share value of a De La Rue plc ordinary share averaged over the five dealing days immediately preceding award date.

3 For Sharesave options, the share price shown is the exercise price which was 90% of mid-market value of an ordinary share averaged over the three dealing days immediately preceding award date.

4 For the Investor Returns Plan, the share price shown is the exercise price which has been set at 80p, a premium of 29% to the share price of 62p at the time of grant.

5 Three-year vesting period post award date plus a further two-year holding period subject to the award vesting.

6 Awards granted in July 2024 under the rules of the De La Rue Deferred Bonus Plan 2020 were released in full on 30 June 2025 and resulting De La Rue plc ordinary shares held sold on 2 July 2025 as a result of the acquisition of De La Rue plc (‘De La Rue’)

by ACR Bidco Limited (‘Bidco’).

7 Awards granted in August 2022 under the rules of the De La Rue Performance Share Plan 2020 did not meet performance criteria and lapsed in full on 30 June 2025 as a result of the acquisition of De La Rue by Bidco.

8 Awards granted in October 2023 under the rules of the De La Rue Performance Share Plan 2020 vested at 58% based on the financial figures presented to the Remuneration Committee in May 2025 and were time pro-rated for two/thirds. These awards were exercised

on 30 June 2025 and resulting De La Rue plc ordinary shares held sold on 2 July 2025 as a result of the acquisition of De La Rue by Bidco.

9 Awards granted in October 2023 under the rules of the De La Rue plc Investor Returns Plan 2023 vested in full and were time pro-rated for two/thirds and were exercised on 30 June 2025 and resulting De La Rue plc ordinary shares held sold on 2 July 2025 as a result

of the acquisition of De La Rue by Bidco.

10 Awards granted in February 2023 under the rules of the De La Rue plc Sharesave Plan 2022 were exercised to the amount accrued on 30 June 2025 and resulting De La Rue plc ordinary shares held sold on 2 July 2025 as a result of the acquisition of De La Rue by Bidco.

11 Awards granted in June 2015, June 2016 and June 2017 under the rules of the De La Rue Performance Share Plan were exercised on 30 June 2025 and resulting De La Rue plc ordinary shares held sold on 2 July 2025 as a result of the acquisition of De La Rue by Bidco.

75 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Chief Executive Officer pay, Total Shareholder Return (TSR) and all employee pay

This section of the report enables our remuneration arrangements to be seen in context by providing:

– A history of De La Rue’s Chief Executive Officer’s remuneration for the current and previous nine years

– De La Rue’s TSR performance for the 10 years to 30 March 2025

– A comparison of the year on year change in De La Rue’s Chief Executive Officer’s remuneration with the change in the average remuneration across the Group

– A year on year comparison of the total amount spent on pay across the Group with profit before tax and dividends paid

Chief Executive Officer’s pay

Period ended March 2016 2017 2018 2019 2020 2020 2021 2022 2023 2024 2025

Chief Executive Officer

Martin

Sutherland

Martin

Sutherland

Martin

Sutherland

Martin

Sutherland

Martin

Sutherland

Clive

Vacher

Clive

Vacher

Clive

Vacher

Clive

Vacher

Clive

Vacher

Clive

Vacher

Single figure of total remuneration £’000 998 899 783 954 340 249 1,106 792 542 622 747

Annual bonus payout as a % of maximum opportunity 57 40 Nil 29 Nil Nil 98 42 Nil 10 36.3

LTIP vesting against maximum opportunity (%) Nil Nil 25 25 Nil Nil Nil Nil Nil Nil Nil

Notes:

1 Appointed 13 October 2014, resigned on 7 October 2019.

2 Appointed 7 October 2019.

TSR performance

The graph below shows the value, by 30 March 2025, of £100 invested in De La Rue plc on 30 March 2015, compared with the value of £100 invested in the FTSE 250 Index

(excluding Investment Trusts) on the same date, assuming that all dividends paid are reinvested and on the other normal principles for assessing Total Shareholder Return (TSR).

The other points plotted are the values at intervening trading days.

76 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Total shareholder return

Source: FactSet

Feb 2020 Aug 2024Aug 2020 Feb 2022Aug 2021Feb 2021 Aug 2022 Feb 2023 Feb 2024

Feb 2025

Aug 2023

De La Rue plc

FTSE 250 (excluding Investment Trusts)

100

120

140

160

180

200

Chief Executive Officer pay ratio

The table below sets out the CEO pay ratios from FY20 comparing the single total figure of the remuneration with the equivalent figures for lower quartile, median and upper quartile

UK employees. UK employees were chosen as a comparator group to avoid the impact of exchange rate movements over the year. UK employees make up approximately 40% of the

total employee population.

As the quartile individuals are representative of the Company’s pay distribution the ratios presented are consistent with the pay, reward and progression policies for the UK employees.

A significant portion of the CEO remuneration is delivered through variable incentives where awards are linked to business performance over a longer term. This means that ratios may

fluctuate year to year.

Year Method

25th percentile

pay ratio

Median pay

ratio

75th percentile

pay ratio

2024/2025 Option A 19:1 15:1 10:1

2023/2024 Option A 16:1 12:1 9:1

2022/2023 Option A 14:1 12:1 9:1

2021/2022 Option A 21:1 16:1 13:1

2020/2021 Option A 30:1 24:1 18:1

2019/2020 Option B 19:1 14:1 9:1

77 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Total pay and benefits amounts used to calculate ratio.

25th percentile ratio 50th percentile ratio 75th percentile ratio

Year Method

Total pay and

benefits Total salary

Total pay and

benefits Total salary

Total pay and

benefits Total salary

2024/2025 Option A £39,736 £35,667 £51,468 £45,349 £76,467 £59,552

2023/2024 Option A £40,057 £33,884 £50,414 £44,844 £72,435 £58,952

2022/2023 Option A £37,556 £33,905 £46,886 £42,660 £61,407 £56,377

2021/2022 Option A £36,997 £28,376 £49,614 £44,233 £62,554 £54,285

2020/2021 Option A £37,017 £32,585 £45,423 £41,795 £62,771 £53,919

2019/2020 Option B £32,001 £24,511 £44,450 £39,316 £65,908 £54,000

Percentage change in Directors’ remuneration

The table below compares the percentage change in the Directors’ salary, bonus and benefits to the average change in salary, bonus and benefits for all UK employees between FY21 and

FY25. The percentage change in Benefits for Ruth Euling reflects the cessation of a pension supplement that was previously paid as a cash allowance and reported under ‘Benefits’ up to the

end of FY23. From FY24 onwards, this supplement was replaced by employer pension contributions. The change in Ruth Euling’s salary reflects an increase in working hours in January 2025,

following a reduction in hours at the start of the prior financial year. ABP and Sales Incentive Plans were not paid in FY23. The table shows the UK employee average percentage salary change

which is comprised of collective and individual awards throughout the financial year.

2024/25 2023/24 2022/23 2021/22 2020/21

Salary/fees Benefits

Annual

bonus Salary/fees Benefits

Annual

bonus Salary/fees Benefits

Annual

bonus Salary/fees Benefits

Annual

bonus Salary/fees Benefits

Annual

bonus

Executive Directors

Clive Vacher 2.0% 3.6% 172.2% 0.6% 0.0% – 2.5% 0% – 2.0% 0.0% -55.0% 3.6% 26.0% –

Ruth Euling 14% 11.1% 257.1% -42% -76.0% – 2.5% 2.4% – – – – – – –

Dean Moore 48.9% – – –

Non-executive Directors

Clive Whiley (Chairman) 73.4% – – – – – – – – – – – – – –

Mark Hoad 7.1% – – 116.4% – – – – – – – – – – –

Brian Small 76.5% – – – – – – – – – – – – – –

Nick Bray 0% – – 0.0% – – 1.0% – – 2.0% – – 0.0% – –

UK employee average 3.5% 0% 68.6% 2.6% 0% – 4.8% 0% – 1.5% 0.0% -146.0% 3.8% 0.0% –

78 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Remuneration continued

Annual Report on remuneration continued

Relative spend on pay

The following table sets out the percentage change in payments to shareholders and the

overall expenditure on pay across the Group.

2024/25

£m

2023/24

£m

Change

Dividends (note 10 to the financial statements) – – N/A

Overall expenditure on pay (note 4 to the financial statements) 61.1 58.7 -20

Statement of shareholder voting

The Directors’ remuneration report was approved by shareholders at our AGM on

25 September 2024. Details of the poll voting result on the relevant resolutions are shown below:

Total votes cast For

(%) Against (%)

Votes

withheld

Approval of

remuneration report 118,676,140 115,310,107 97.16 3,366,033 2.84 218,183

Notes:

1 The votes ‘For’ include votes given at the Chairman’s discretion.

2 A vote withheld is not legally a vote cast and, as such, is not counted in the calculation of the proportion of votes ‘For’ and ‘Against’.

De La Rue carefully monitors shareholder voting on the remuneration policy and

implementation and the Company recognises the importance of ensuring that shareholders

continue to support the remuneration arrangements. All voting at the AGM is undertaken

by poll.

Remuneration advice

The Remuneration Committee consults with the Chief Executive Officer on the remuneration

of executives directly reporting to him and other senior executives and seeks to ensure a

consistent approach across the Group taking account of seniority and market practice and

the key remuneration policies outlined in this report. During FY25, the Committee also received

advice from Willis Towers Watson who has no other connection with the Company or

individual Directors. Willis Towers Watson has been formally appointed by the Remuneration

Committee and advised on the structure, measures and target setting for incentive plans,

executive remuneration levels and trends, corporate governance developments and

Directors’ remuneration report preparation. The Remuneration Committee requests

Willis Towers Watson to attend meetings periodically during the year.

Willis Towers Watson is a member of the Remuneration Consultants’ Group and has signed

up to the code of conduct relating to the provision of executive remuneration advice in

the UK. In light of this, and the level and nature of the service received, the Committee

remains satisfied that the advice has been objective and independent.

Total fees for advice provided to the Remuneration Committee during the year

by Willis Towers Watson were £25,500.

Dilution limits

The share incentives operated by the Company comply with the institutional investors’ share

dilution guidelines.

The Directors’ remuneration report was approved by the Board on 1 August 2025 and signed

on its behalf.

Michael Aumann

Director

1 August 2025

79 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Directors’ report

The Directors present their annual report on

the affairs of the Group for the period ended

29 March 2025.

Introduction

At 29 March 2025, De La Rue plc was a public

limited company, registered in England and

Wales as company number 3834125 and

has its registered office at De La Rue House,

Jays Close, Viables, Basingstoke, Hampshire

RG22 4BS. On 2 July 2025, a scheme of

arrangement for the acquisition of the

Company by ACR Bidco Limited became

effective and on 7 July 2025, De La Rue plc

was re-registered as a private limited

company. As such, it is subject to the

reporting requirements set out in the

Companies Act 2006.

Our reporting to shareholders

The Strategic report provides an overview

of the development and performance of

the Group’s business for the period ended

29 March 2025 and likely future developments

in the Group. The various sections of that

report, from page 4 to 67 of this Annual

Report, together provide information which

the Directors consider to be of strategic

importance to the Group.

The following disclosures are hereby

incorporated by reference into, and form

part of, this Directors’ report:

– Data on greenhouse gas emissions and

other climate change-related disclosures

on page 40. This information was included

in the Strategic report as the Directors

consider those matters to be of strategic

importance to the Group;

– Details of Directors’ interests in the shares

of the Company, within the Directors’

remuneration report on pages 70 to 79;

– Information relating to financial

instruments and financial risk

management, as provided in note 15

to the financial statements; and

– Related party transactions as set out

in note 29 to the financial statements.

The Company has not complied with the

disclosures required by the Corporate

Governance Code as it is no longer listed.

Dividends

In November 2019, the Board decided to

suspend future dividend payments. In the

Turnaround Plan, first announced in February

2020 and subsequently expanded upon in

the prospectus published in June 2020, the

Board explained that the resumption of

dividends would only occur when restrictions

agreed with our lending banks fell away and

the Company was generating sustainable

positive free cash flow. No interim dividend

was paid or final dividend recommended in

respect of FY23 or FY24. The Directors did

not declare an interim dividend and do not

recommend a final dividend to be paid in

respect of FY25.

Directors

The names and biographical details of the

Directors of the Company at the date of this

report, and the names and dates of service

of others who served as Directors during the

period, were:

– Clive Whiley – resigned on 2 July 2025

– Clive Vacher

– Ruth Euling

– Dean Moore – resigned on 2 July 2025

– Mark Hoad – resigned on 2 July 2025

– Nick Bray – resigned on 2 July 2025

– Brian Small – resigned on 2 July 2025

– Peter Bacon – appointed on 2 July 2025

– Daniel Merriam – appointed on 2 July 2025

– Phil Schuch – appointed on 2 July 2025

– Michael Aumann – appointed on

7 July 2025

Subject to the Company’s articles of

association, the Companies Act 2006 and

any directions given by the Company in

general meeting by a special resolution, the

business of the Company is managed by the

Board who may exercise all the powers of the

Company, whether relating to the management

of the business of the Company or not.

The Directors recognise their duty to

have regard to the Company’s business

relationships with suppliers, customers

and others and to consider the long-term

environmental and reputational impacts

of their decisions. Details of how these

considerations were factored into the

principal decisions taken during the period

can be found in the section 172 statement

on pages 17 to 20.

The rules governing the appointment and

removal of Directors are set out in the

Company’s articles of association. Following

the re-registration of the Company as a

private limited company on 7 July 2025,

the Company adopted new articles of

association, a copy of which is available on

the Company’s website www.delarue.com.

Details of the Company’s contracts of service

with the Executive Directors that served during

FY25 can be found on page 72 and details of

the Company’s letters of appointment for the

Non-executive Directors are on page 72.

80 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Directors’ report continued

Details of Directors’ remuneration are

provided in the Directors’ remuneration

report on pages 70 to 79. The interests of the

Directors who served during FY25 and their

families in the share capital of the Company

are shown in the Directors’ remuneration

report on page 73.

At the date of this report, the Company has

agreed, to the extent permitted by the law

and the Company’s articles of association,

to indemnify its Directors and officers in

respect of all costs, charges, losses, damages

and expenses arising out of claims made

against them in the course of the execution

of their duties as a Director or officer of the

Company or any associated company. The

Company may advance defence costs in civil

or regulatory proceedings on such terms as

the Board may reasonably determine, but

any advance must be refunded if the Director

or officer is subsequently convicted or found

against. The indemnity will not provide cover

where the Director or officer has acted

fraudulently or dishonestly.

The Group also maintains Directors’ and

officers’ liability insurance cover for the

Directors and officers of the Company

and of all Group subsidiary companies.

Structure of the Company’s share capital

As at 29 March 2025, the share capital of

the Company comprised 196,391,787 ordinary

shares of 44

152

⁄

175

p each and 111,673,300

deferred shares of 1p nominal value, all of

which are credited as fully paid. The ordinary

shares therefore comprised approximately

99%, and the deferred shares approximately

1%, of the issued share capital.

The deferred shares carry no voting or

other participation rights and extremely

limited economic rights. They are not listed

or admitted to trading on any market and

are not transferable except in accordance

with the articles of association. Any or all

of the deferred shares can be repurchased

at any time by the Company without notice

for a total consideration of one penny,

following which they may be cancelled.

As at the date of this report, the share capital

of the Company comprised 201,296,031

ordinary shares of 44

152

175

p each, and

111,673,300 deferred shares of 1p nominal

value, all of which are credited as fully paid.

As at 29 March 2025, the ordinary shares

of the Company were listed in the UK and

admitted to trading on the London Stock

Exchange. Following the scheme of

arrangement for the acquisition of the

Company by ACR Bidco Limited becoming

effective, trading in the Company’s ordinary

shares was suspended and they were

delisted on 3 July 2025.

Rights of holders of ordinary shares

and restrictions on transfer

The rights and obligations attaching to

the Company’s ordinary shares, in addition

to those conferred on their holders by law,

are set out in the Company’s articles of

association, a copy of which is available on

the Company’s website www.delarue.com.

The key rights are summarised below:

– Voting – on a show of hands at a general

meeting of the Company, each holder of

ordinary shares present in person or by

proxy and entitled to vote shall have one

vote and, on a poll, shall have one vote for

every ordinary share held. Electronic and

paper proxy appointments and voting

instructions must be received by the

Company’s registrar no later than 48 hours

before a general meeting.

– Dividends and distributions to shareholders

on winding up – holders of ordinary shares

may receive interim dividends approved

by Directors and dividends declared in

general meetings. On a liquidation and

subject to a special resolution of the

Company the liquidator may divide among

members in specie the whole or any part

of the assets of the Company and may,

for such purpose, value any assets and

may determine how such division shall

be carried out. Transfer of shares – the

Company’s articles of association place

no restrictions on the transfer of ordinary

shares or on the exercise of voting rights

attached to them except in very limited

circumstances. Certain restrictions,

however, may from time to time be

imposed by law or regulation.

The articles of association may only

be amended by special resolution of the

holders of the Company’s ordinary shares.

On 3 June 2025, the articles of association

were amended by special resolution by

the shareholders and shareholders further

approved the adoption of new articles of

association following and with effect from the

re-registration of the Company as a private

company on 7 July 2025.

Special rights attaching to shares

There are no shares issued by the Company

which confer any special voting or other

rights regarding the control of the Company.

Shareholder agreements

and consent requirements

There are no known arrangements under

which financial rights conferred by any of the

shares in the Company are held by a person

other than the holders of those shares.

As at the date of this report, the Company

is aware of a total of 292,396 ordinary shares

which are held on behalf of an entity which

is the subject of sanctions imposed by

the United Kingdom of Great Britain and

Northern Ireland (The Russia (Sanctions)

(EU Exit) Regulations 2019), the European

Union (Council Regulation (EU) No 269/2014

of 17 March 2017) and the United States of

America (Executive Order 14024). These

sanctions restrict any person from dealing

in relation to those shares for so long as

the sanctions remain in place. Specific

arrangements relating to these shares were

included within the scheme of arrangement

for the acquisition of the Company by

ACR Bidco Limited.

81 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Directors’ report continued

The Company is not aware of any agreements

between shareholders that may result in any

restriction on the transfer of shares or exercise

of voting rights.

Rights attaching to shares under employee

share schemes

Options and awards held by relevant

participants under the Company’s various

share plans carry no voting rights until the

shares are issued. The trustee of the

De La Rue Employee Share Ownership Trust

does not seek to exercise voting rights on

existing shares held in the employee trust.

No shares are currently held in trust.

Directors’ authorities in relation

to share capital

Power to issue and allot

At the AGM held on 25 September 2024 the

Directors were generally and unconditionally

authorised to allot shares in the Company up

to an aggregate nominal value of £29,319,869

(being approximately one third of the

Company’s then issued share capital) or up

to an aggregate nominal value of £58,639,738

(being approximately two thirds of the

Company’s then issued share capital) in

respect of a strictly pro-rata rights issue.

The Pre-emption Group updated its

Statement of Principles in November 2022,

whereby companies are now permitted to

seek a general disapplication of pre-emption

rights to issue, for cash, equity securities

representing no more than 10% of the issued

ordinary share capital plus an additional 10%

in connection with an acquisition or specified

capital investment. At the Company’s 2023

AGM, we sought authorities in line with the

revised Principles; however we received a

significant vote against. Therefore, at the

2024 AGM the Directors sought and were

granted additional powers to allot ordinary

shares for cash (i) up to a nominal value

of £4,397,980 (being approximately 5% of

the Company’s then issued share capital)

and (ii) up to a further nominal value of

£4,397,980, in each case without regard

to the pre-emption provisions of the

Companies Act 2006, provided that the

authority under (ii) can only be used in

connection with an acquisition or specified

capital investment. These authorities are

valid until the conclusion of the next

following AGM.

At the 2024 AGM the Directors were granted

additional powers to allot ordinary shares for

cash (i) up to a nominal value of £8,795,960

(being approximately 10% of the Company’s

then issued share capital). This authority

is valid until the conclusion of the next

following AGM.

510,631 shares were issued for cash during

the period to satisfy the vesting of awards or

the exercise of options under the Company’s

employee share schemes. Subsequent to

29 March 2025, 4,896,117 shares were issued

for cash to satisfy the vesting of awards or

the exercise of options under the Company’s

employee share schemes. Details of shares

issued during the year and outstanding options

and awards are given in notes 21 and 22 to

the financial statements, and those notes are

incorporated by reference into this report.

Details of the share-settled long-term incentive

schemes are provided in the Directors’

remuneration report on pages 74 and 75.

Authority to purchase own shares

At the 2024 AGM, shareholders gave

the Company authority to make market

purchases of up to 19,603,834 of its own

ordinary shares (being approximately 10%

of the Company’s then issued ordinary share

capital). Any shares purchased in this way

could either be cancelled or held in treasury

(or a combination of these). No purchases

have been made under this authority.

Our employees and workforce generally

Employment of disabled persons

The Group gives full and fair consideration to

applications for employment from disabled

persons, where the requirements of the job

can be adequately fulfilled by that person.

Where existing employees become disabled

it is the Group’s policy, wherever practicable,

to provide continuing employment under

normal terms and conditions and to provide

training, career development and promotion

to disabled employees wherever appropriate.

Employee communications

and engagement

The Group provides its entire workforce

(including employees) with information on

matters that could be of concern to them as

our workforce. This includes building common

awareness of the financial and economic

factors affecting the Group’s performance

through newsletters, all-employee emails and

conference calls with the CEO on the day

that our results are announced to the market

or there is a material development in the

Group’s business.

82 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Directors’ report continued

Where appropriate, we consult members of

our workforce or their representatives on a

regular basis so that their views can be taken

into account in making decisions which are

likely to affect their interests.

While we were a public listed company, we

encouraged involvement in the Company’s

performance by our employees and

workforce and offered awards under the

discretionary share schemes to those more

senior employees who were best placed to

influence that performance, and through

options granted under our Sharesave scheme

to all eligible employees in the UK.

The views of our employees and contractors

are important. To make sure that these views

are heard and are taken into account, the

Board has designated an independent

Non-executive Director to oversee its

engagement with the workforce. For further

details of our stakeholder engagement,

please see pages 17 to 20.

Other statutory disclosures

Branches

De La Rue is a global business and our

activities and interests are operated through

subsidiaries, branches of subsidiaries and

associates which are subject to the laws and

regulations of many different jurisdictions.

Our subsidiaries and associates are listed

in note 30 to the financial statements.

There were no branches of the Company

in existence during the period ended

29 March 2025.

Essential contracts or other arrangements

The Group has a number of suppliers of key

goods and services, the loss of any of which

could disrupt the Group’s ability to deliver on

time, in full or at all. For further details, please

refer to the discussion of this risk on page 64.

Financial risk management

Please refer to the disclosures in note 15

to the financial statements.

Political donations

The Group’s policy is not to make any

political donations and none were made

during the period.

Research and development

The Group’s business is underpinned by

a significant amount of intellectual property.

As at the date of this report (and following the

sale of the Group’s Authentication division

after the financial year end, the Group held

over 90 families of patents which support its

business. There are around 915 patents and

patent applications, of which over 685 have

been granted and circa 250 applications

are pending. During the year the Group had

15 patents granted in Europe, UK and the US.

The Group’s key activity in the field of

research and development is discussed in

the strategy discussion on pages 11 and 14.

Audit exemption

For the period ended 29 March 2025,

De La Rue Limited has provided a legal

guarantee under s479A of the Companies

Act 2006 to the following companies:

– DLR (No.1) Limited (5466948)

– DLR (No.2) Limited (6554391)

– De La Rue Holdings Limited (00058025)

– De La Rue Overseas Limited (355881)

– De La Rue Finance Limited (6465548)

– De La Rue Investments Limited (2527386)

– Portals Group Limited (164544)

– De La Rue Scandinavia Limited (2636802)

– Harrison & Sons Limited (168827)

– Portals Property Limited (656722)

This guarantee is dated 1 August 2025 and

all the above entities have 29 March 2025

year ends.

Auditor

Ernst & Young LLP have expressed their

willingness to be re-appointed as auditor

of the Company. A resolution to re-appoint

Ernst & Young LLP as the Company’s auditor

will be proposed at the forthcoming AGM.

This confirmation is given, and should be

interpreted, in accordance with the provisions

of section 418 of the Companies Act 2006.

Disclosure of information

to the external auditor

Each of the persons who is a Director at the

date of approval of this report confirms that:

– So far as the Director is aware, there is no

relevant audit information of which the

Company’s auditor is unaware; and

– The Director has taken all the steps that

he or she ought to have taken as a Director

in order to make himself or herself aware

of any relevant audit information and to

establish that the Company’s auditor is

aware of that information.

83 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Directors’ report continued

Going concern

The Board has determined that the going

concern basis of accounting in the preparation

of the consolidated financial statements is

appropriate. The Directors, when determining

the going concern assessment period,

took consideration of the completion of

the Authentication transaction to Crane NXT

on 1 May 2025. This resulted in full repayment

of the RCF facility and a day one opening

liquidity of £96m. Shortly after the completion

of the Authentication transaction a further

£35m was paid into the pension scheme to

further de-risk the pension scheme deficit by

almost half compared with the last actuarial

valuation at 30 September 2023 of £78m.

Management also considered the acquisition

of the De La Rue Plc group (‘De La Rue’) by

ACR Bidco Limited (‘Bidco’) which completed

on 2 July 2025. Cashflow forecasts have

been prepared for the group under both a

base case and severe but plausible downside

scenario through to the end of the going

concern period, being 31 August 2026.

This modelling has been prepared on an

underlying ‘Business as Usual’ (‘BAU model’)

basis, as well as an overlay to take into

account expected changes following the

acquisition of the group by Atlas Holdings

(‘acquisition model’).

The severe but plausible downside modelling

includes known potential risks relating to

contract execution, margin erosion, cost

challenges and other cash timing risks.

Under the BAU model prepared by the

Board, it was concluded that the group

and company has sufficient liquidity in both

the base case modelling and the severe yet

plausible modelling, specifically that the

group and company would have sufficient

liquidity to continue operating as a going

concern over the 12-month period ending

31 August 2026. This is based on the cash

position of the group following the sale of

the Authentication division as well as a

strong Currency orderbook.

While the acquisition model shows sufficient

headroom in a severe but plausible downside

scenario, the new owners are in the process

of finalising the funding structure following the

acquisition by Atlas Holdings. As this is not

finalised at the time of signing these accounts,

the Directors’ have obtained assurances from

Atlas Capital Resources IV LP that it will

support the group to meet its liabilities as

they fall due, to the extent that this required,

for a period until at least 31 August 2026.

Having considered all these factors, the

Directors have a reasonable expectation

that the Group and Company has adequate

resources to continue in operational

existence until at least 31 August 2026.

Accordingly, the Directors continue to adopt

the going concern basis in preparing the

annual report and accounts

Post-balance sheet events

On 15 October 2024, the Company

announced the sale of the Group’s

Authentication division by way of a Share

Purchase Agreement to Crane NXT, Co.

for a price of £300m which completed on

1 May 2025. As a result, the Group’s Revolving

Credit Facility has been repaid.

On 15 April 2025, the boards of ACR Bidco

Limited (Bidco) and De La Rue plc announced

that they had reached agreement on the

terms and conditions of a recommended all

cash acquisition by Bidco of the entire issued,

and to be issued, ordinary share capital of

De La Rue (the Acquisition) for a price of

£1.30 per share, to be effected by means of

a Court-sanctioned scheme of arrangement

under Part VIII of the Companies Act 2006

(the Scheme). On 9 May 2025, De La Rue

published a scheme document in connection

with the Acquisition, setting out the terms

and conditions of the Scheme.

On 30 June 2025, De La Rue and Bidco

announced that the Court had sanctioned

the Scheme to implement the Acquisition

and the Scheme became effective on

2 July 2025.

Trading in De La Rue shares on the Main

Market of the London Stock Exchange was

suspended on 2 July 2025 and the listing

of the shares was cancelled on 3 July 2025.

This Directors’ report was approved

by the Board on 1 August 2025.

By order of the Board

Michael Aumann

Director

1 August 2025

84 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Directors’ responsibility statement

Directors’ responsibilities in

respect of the annual report and

the financial statements

The Directors are responsible for preparing

the annual report and the Group and Parent

Company financial statements in accordance

with applicable UK law and regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law the Directors

have elected to prepare the Group financial

statements in accordance with UK-adopted

international accounting standards (IFRSs)

and have elected to prepare the Parent

Company financial statements in accordance

with UK Generally Accepted Accounting

Practice (UK Accounting Standards, including

FRS 102 The Financial Reporting Standard

applicable in the UK and Republic of Ireland

(‘FRS 102’)), and applicable law.

Under company law the Directors must not

approve the financial statements unless they

are satisfied that they give a true and fair

view of the state of affairs of the Group and

the Company and of their profit or loss for

the period.

In preparing each of the Group and Parent

Company financial statements, the Directors

are required to:

– Select suitable accounting policies in

accordance with IAS 8 Accounting Policies,

Changes in Accounting Estimates and Errors

(and, in respect of the Parent Company

financial statements, Section 10 of FRS 102)

and then apply them consistently;

– Make judgements and estimates that

are reasonable and prudent;

– Present information, including accounting

policies, in a manner that provides

relevant, reliable, comparable and

understandable information;

– Provide additional disclosures when

compliance with the specific

requirements in IFRSs (and, in respect of

the Parent Company financial statements,

FRS 102) is insufficient to enable users

to understand the impact of particular

transactions, other events and conditions

on the Group and Company financial

position and financial performance;

– In respect of the Group financial

statements, state whether UK-adopted

international accounting standards have

been followed, subject to any material

departures disclosed and explained

in the financial statements;

– In respect of the Parent Company financial

statements, state whether FRS 102 has

been followed, subject to any material

departures disclosed and explained

in those financial statements; and

– Prepare the financial statements

on the going concern basis unless it is

inappropriate to presume that the Group

and the Parent Company will continue

in business.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Company

and Group’s transactions and disclose with

reasonable accuracy at any time the financial

position of the Company and the Group and

enable them to ensure that those financial

statements comply with the Companies Act

2006. They are also responsible for

safeguarding the assets of the Group and

Parent Company and Group and hence for

taking reasonable steps for the prevention

and detection of fraud and other irregularities.

Under applicable law and regulations, the

Directors are also responsible for preparing

a Strategic report, Directors’ report, Directors’

remuneration report that comply with that

law and those regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on the

Group’s website.

Legislation in the UK governing the

preparation and dissemination of financial

statements may differ from legislation in

other jurisdictions.

Fair, balanced and understandable

The Directors believe that the annual report

and accounts, taken as a whole, is fair,

balanced and understandable and provides

the information necessary for shareholders

to assess the Group’s financial position,

performance, business model and strategy.

Responsibility statement

Each of the Directors at the date of approval

of this statement confirms that, to the best

of his or her knowledge:

– The Group financial statements, prepared

in accordance with UK-adopted

international accounting standards, give

a true and fair view of the assets, liabilities,

financial position and profit of the

Company and the undertakings included

in the consolidation taken as a whole; and

– The annual report, including the Strategic

report on pages 4 to 67 and the Directors’

report on pages 80 to 84, includes a fair

review of the development and

performance of the business and the

position of the Company and the

undertakings included in the consolidation

taken as a whole, together with a

description of the principal risks and

uncertainties that they face.

By order of the Board

Michael Aumann

Director

1 August 2025

85 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

In this section:

Independent Auditor’s report 87

Consolidated income statement 94

Consolidated statement of comprehensive income 95

Consolidated balance sheet 96

Consolidated statement of changes in equity 97

Consolidated cash flow statement 99

Accounting policies 100

Notes to the accounts 110

Company balance sheet 155

Company statement of changes in equity 156

Accounting policies – Company 157

Notes to the accounts – Company 159

Non-IFRS measures 160

Five year record 164

Financial statements

86 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report

Opinion

In our opinion:

– De La Rue Ltd’s group financial statements

and parent company financial statements

(the “financial statements”) give a true and

fair view of the state of the group’s and

of the parent company’s affairs as at

29 March 2025 and of the group’s loss

for the period then ended;

– the group financial statements have been

properly prepared in accordance with UK

adopted international accounting standards;

– the parent company financial statements

have been properly prepared in accordance

with United Kingdom Generally Accepted

Accounting Practice; and

– the financial statements have been prepared

in accordance with the requirements of the

Companies Act 2006.

Independence

We are independent of the group and parent

in accordance with the ethical requirements

that are relevant to our audit of the financial

statements in the UK, including the FRC’s

Ethical Standard as applied to listed public

interest entities, and we have fulfilled our

other ethical responsibilities in accordance

with these requirements.

The non-audit services prohibited by the

FRC’s Ethical Standard were not provided to

the group or the parent company and we remain

independent of the group and the parent

company in conducting the audit.

Conclusions relating to going concern

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.

Our evaluation of the directors’ assessment

of the group and parent company’s ability

to continue to adopt the going concern basis

of accounting included:

– We confirmed our understanding of

management’s going concern assessment

process as well as the review controls in

place over the preparation of the group’s

going concern model and the memoranda

on going concern presented to the board

of directors. We performed procedures in

conjunction with EY modelling specialists to

test the appropriateness of management’s

underlying modelling, including validating

those formulae logic applied was appropriate

and confirming that any other inputs had

been accurately modelled.

The financial reporting framework that has been

applied in the preparation of the group financial

statements is applicable law and UK adopted

international accounting standards. The

financial reporting framework that has been

applied in the preparation of the parent

company financial statements is applicable

law and United Kingdom Accounting Standards,

including FRS 102 “The Financial Reporting

Standard applicable in the UK and Republic of

Ireland” (United Kingdom Generally Accepted

Accounting Practice).

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities

under those standards are further described

in the Auditor’s 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.

– We challenged the appropriateness of the

duration of the going concern assessment

period to 31 August 2026 (“the going concern

period”) and considered the existence of any

significant events or conditions beyond this

period based on our enquiries and knowledge

arising from other areas of the audit.

– We obtained the cash flow, covenant

forecasts and sensitivities for the going

concern period prepared by management

and tested for arithmetical accuracy of

the models as well as checking liquidity

position during the GC period.

– We reviewed actual post period-end trading

to the end of June 2025 against the forecast.

We performed procedures to validate that

we were aware of all relevant factors from

the period-end date to the approval date

of the financial statements, including trading

performance, liquidity movements and other

material events since the period-end date,

where applicable.

– We also challenged the reasonableness of

the forecasts with reference to the level of

secured orders and the unsecured pipeline

by corroborating to supporting evidence

including signed orders and offer letters.

Further, we validated other assumptions

including both fixed and variable costs by

obtaining relevant agreements as well as

performing analytical procedures. We

assessed whether all key factors have been

considered by management, through inquiry

with management and assessment against

other risks addressed in the audit.

We have audited the financial statements of De La Rue Ltd (the ‘parent company’)

and its subsidiaries (the ‘group’) for the period ended 29 March 2025 which comprise:

Group Parent company

Consolidated balance sheet as at 29 March 2025 Balance sheet as at 29 March 2025

Consolidated income statement for the period

then ended

Statement of changes in equity for the period

then ended

Consolidated statement of comprehensive income

for the period then ended

Consolidated statement of changes in equity

for the period then ended

Related notes 1a to 8a to the financial statements

including a summary of significant accounting

policies

Consolidated statement of cash flows for the

period then ended

Related notes 1 to 32 to the financial statements,

including material accounting policy information

87 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report continued

– We evaluated the key assumptions

underpinning the group’s assessment

by challenging the measurement and

completeness of severe but plausible

downside modelled by management,

including an analysis of historical forecasting

accuracy and the work performed on the

orderbook as detailed above. We compared

these key assumptions with the principal

risks and uncertainties of the group.

– We analysed management’s severe but

plausible downside scenario and its impact

on liquidity. Further, we evaluated whether

it was plausible that liquidity could be

exhausted during the going concern period

considering the analysis of fixed versus

variable costs, the proportion of revenue

secured through orderbook coverage, and

recent forecast accuracy.

– We challenged each of the available

mitigating actions (e.g., reduced capital

expenditure and reductions in discretionary

spend) and obtained analysis to determine

if these were in the control of management

and evaluated the expected impact of the

mitigation in the light of our understanding

of the business and its cost structures.

– The group sold its Authentication division

on 1 May 2025, with the proceeds utilised

to repay in full the RCF and make agreed

pension scheme contributions. Further to

this, in April 2025, the Board accepted an

offer for the full shareholding of the group

from Atlas Holdings LLC., which completed

on 2 July 2025. As such, we have obtained

management’s updated going concern

model which takes into account changes

post-acquisition and delisting of the group,

including acquisition and other related costs,

which we have assessed and challenged.

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

group and parent company’s ability to continue

as a going concern for a period to 31 August 2026.

Going concern has also been determined to be

a key audit matter.

Our responsibilities and the responsibilities of

the directors with respect to going concern are

described in the relevant sections of this report.

However, because not all future events or

conditions can be predicted, this statement

is not a guarantee as to the group’s ability

to continue as a going concern.

Overview of our audit approach

Audit

scope

We performed an audit on the

complete financial information of

3 components and audit procedures

on specific balances for a further

4 components and specified

procedures on 8 components.

Key audit

matters

– Going Concern

– Revenue Recognition

Materiality – Overall group materiality of

£0.80m which represents 2%

of Adjusted EBITDA, wherein

Adjusted EBITDA represents

Earning Before Depreciation,

Interest, Tax, Amortization

and exceptional items.

However, given that the new owners have not

yet finalised the funding structure following

the acquisition by Atlas, the Directors have

obtained assurances from Atlas Capital

Resources IV LP that it will support the group

to meet its liabilities as they fall due, to the

extent required, for a period until at least

31 August 2026. We have assessed the ability

of Atlas Capital Resources IV LP to provide

this support and concluded this assumption

is appropriate.

– We challenged the extent to which emerging

climate-related risks may affect the group’s

assessment and the assumptions around

the costs anticipated in meeting the group’s

target to become carbon neutral for its own

operations by 2030. This includes the capital

expenditure required to enable the group to

reduce its carbon footprint, energy usage,

waste, and reliance on plastics. Additionally,

we considered other macroeconomic factors

such as the rising cost of materials, energy

and labour which are critical parts of the

group’s operations.

– We corroborated whether the group’s

forecasts in the going concern assessment

were consistent with other forecasts used

by the group in its accounting estimates,

including non-current asset impairment

and deferred tax asset recognition.

– We held discussions with the Audit

Committee and full board of directors to

corroborate the forecasts and their basis

as prepared by management.

– We discussed the appropriateness of

management’s disclosures in the financial

statements, specifically whether the

description of the going concern basis

sufficiently and appropriately reflects the

going concern assessment, key judgements

made and outcomes.

An overview of the scope of the

parent company and group audits

a. Scoping

In the current year our audit scoping has

been updated to reflect the new scoping

requirements of ISA (UK) 600 (Revised).

We have followed a risk-based approach

when developing our audit approach to obtain

sufficient appropriate audit evidence on which

to base our audit opinion. We performed risk

assessment procedures, with input from our

component auditors, to identify and assess

risks of material misstatement of the Group

financial statements and identified significant

accounts and disclosures. When identifying

components at which audit work needed to be

performed to respond to the identified risks of

material misstatement of the Group financial

statements, we considered our understanding

of the Group and its business environment,

the potential impact of climate change, the

applicable financial framework, the group’s

system of internal control at the entity level, the

existence of centralised processes, applications

and any relevant internal audit results.

We determined that centralised audit

procedures would be performed on retirement

benefit obligations, alternative performance

measures, investment in subsidiaries (parent

company), goodwill, right of use assets and

lease liabilities, share based payments,

intercompany eliminations and consolidation

adjustments. We also centrally tested the cash

& cash equivalents and expected credit losses

in components that did not form part of the

overall scoping assessment outlined below,

to the extent that the total amounts not tested

across the group were immaterial

We then identified 3 components as individually

relevant to the Group due to materiality or

financial size of the component relative

to the group.

88 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report continued

For those individually relevant components,

we identified the significant accounts where

audit work needed to be performed at these

components by applying professional

judgement, having considered the group

significant accounts on which centralised

procedures will be performed, the reasons for

identifying the financial reporting component

as an individually relevant component and the

size of the component’s account balance

relative to the group significant financial

statement account balance.

We then considered whether the remaining

group significant account balances not yet

subject to audit procedures, in aggregate, could

give rise to a risk of material misstatement of

the group financial statements. We selected

12 components of the group to include in our

audit scope to address these risks.

Having identified the components for which

work will be performed, we determined the

scope to assign to each component.

Of the 15 components selected, we designed

and performed audit procedures on the entire

financial information of 3 components (“full scope

components”). For 4 components, we designed

and performed audit procedures on specific

significant financial statement account balances

or disclosures of the financial information of

the component (“specific scope components”).

For the remaining 8 components, we performed

specified audit procedures to obtain evidence

for one or more relevant assertions.

Our scoping to address the risk of material

misstatement for each key audit matter is set

out in the Key audit matters section of our report.

Involvement with component teams

In establishing our overall approach to the

Group audit, we determined the type of work

that needed to be undertaken at each of the

components by us, as the Group audit

engagement team, or by component auditors

operating under our instruction. The audit

procedures on the 3 full scope components

(all of which comprise parts of the UK operating

business) were performed directly by the

primary audit team, For the 4 specific scope

components, where the work was performed

by component auditors, we determined the

appropriate level of involvement to enable us

to determine that sufficient audit evidence had

been obtained as a basis for our opinion on the

Group as a whole.

During the current year’s audit cycle, a visit was

undertaken by the senior statutory auditor to

the component team in Malta. This visit involved

an in-person meeting with local management,

visiting the production facilities, discussions

on the audit approach and key challenges faced

by the component team. The Group audit team

interacted regularly with the component teams

where appropriate during various stages of the

audit, reviewed relevant working papers and

were responsible for the scope and direction of

the audit process. Where relevant, the section

on key audit matters details the level of

involvement we had with component auditors

to enable us to determine that sufficient audit

evidence had been obtained as a basis for

our opinion on the Group as a whole.

This, together with the additional procedures

performed at Group level, gave us appropriate

evidence for our opinion on the Group

financial statements.

Climate Change

Stakeholders are increasingly interested in how

climate change will impact the De La Rue Ltd.

The Group has determined that the most

significant future impacts from climate change

on its operations will be from emerging

regulatory changes and physical risks and the

group’s ability to react to such changes, for

example, the risk of flooding of key sites as a

result of rising water levels and precipitations

patterns; and the risk of being unable to

execute the transition of operations required

to effectively reduce its footprint, energy usage,

waste and reliance on plastics in its operations.

These are explained on page 42 of the Task

Force On Climate Related Financial Disclosures

and on page 62 in the principal risks and

uncertainties. They have also explained their

climate commitments on page 41. All of these

disclosures form part of the “Other information”,

rather than the audited financial statements.

Our procedures on these unaudited disclosures

therefore consisted solely of considering

whether they are materially inconsistent with

the financial statements, or our knowledge

obtained in the course of the audit or otherwise

appear to be materially misstated, in line with

our responsibilities on “Other information”.

In planning and performing our audit we assessed

the potential impacts of climate change on the

group’s business and any consequential

material impact on its financial statements.

The group has explained in their strategic report

articulation of how climate change has been

reflected in the financial statements under

Strategic Report including how the group aligns

with its commitment to the aspirations of the

Paris Agreement to achieve net zero emissions

by 2050. There are no significant judgements

or estimates relating to climate change in the

notes to the financial statements.

Our audit effort in considering the impact

of climate change on the financial statements

was focused on evaluating management’s

assessment of the impact of climate risk,

physical and transition, their climate

commitments, the effects of material climate

risks disclosed on pages 44 and 45 and whether

these have been appropriately reflected in the

going concern and viability considerations of the

group, and other key assessments where values

are determined through modelling future cash

flows including assumptions around the costs

anticipated in meeting the group’s target to

become carbon neutral for its own operations by

2030. Where required by the relevant accounting

standard, this includes the capital expenditure

required to enable the group to reduce its carbon

footprint, energy usage, waste and reliance on

plastics. As part of this evaluation, we

performed our own risk assessment supported

by our climate change internal specialists, to

determine the risks of material misstatement

in the financial statements from climate change

which needed to be considered in our audit.

We also challenged the Directors’

considerations of climate change risks in their

assessment of going concern and associated

disclosures. Where considerations of climate

change were relevant to our assessment of

going concern, these are described above.

Based on our work, whilst we have not identified

the impact of climate change on the financial

statements to be a standalone key audit matter,

we have considered the impact in the Going

Concern key audit matter. Details of the impact,

our procedures and findings are included in our

explanation of key audit matter in the conclusions

relating to Going Concern above.

89 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report continued

b. Key audit matters

Key audit matters are those matters that,

in our professional judgement, were of most

significance in our audit of the financial

statements of the current period and include

the most significant assessed risks of material

misstatement (whether or not due to fraud)

that we identified. These matters included

those which had the greatest effect on: the

overall audit strategy, the allocation of resources

in the audit; and directing the efforts of the

engagement team. These matters were

addressed in the context of our audit of the

financial statem5ents as a whole, and in our

opinion thereon, and we do not provide

a separate opinion on these matters.

Risk Our response to the risk

Revenue recognition – (Continuing operations: FY25: £217.5m, FY24

£207.1m; Discontinued Operations: FY25: £96.2m, FY24: £103.2m)

Accounting policies (page 100); and Note 2 of the Consolidated

Financial Statements (page 111)

Risk on revenue cut-off

We have identified that there is a risk that revenue is manipulated at

or near to the period end to meet income statement targets through

management override of controls. This cut-off risk manifests itself in

different ways based on the terms of the contract and the associated

accounting policy under IFRS 15. The risk applies to both revenues

recognised over time or at a point in time.

Risk on bill & hold arrangements

We have identified a risk that revenue is manipulated through bill and

hold arrangements (which refers to revenue recognised at the period

end date for which the goods have not been shipped by period end

in accordance with the terms of contract) to meet income statement

targets through management override of controls. From previous years,

we understand a large portion of the orders completed and revenue

recognised relates to those under contracts with bill and hold terms.

Due to the unique criteria required to be met to recognise this

revenue it is deemed an area for possible manipulation.

Risk on revenue cut-off

For point in time revenue contracts, we selected a sample of revenue transactions

around the period-end date (including those transaction before and after the

year-end) and for our sample selected, we tested to corroborate that there was

appropriate evidence to support that control has passed to the customer and that

revenue was recognised in the appropriate period based on the agreed contractual

terms. This included checking to third party evidence of delivery, where applicable.

For over time revenue contracts, we performed a review of all new material

underlying agreements to determine judgements made by management in

concluding that the company has an enforceable right to payment, enquiring with

external legal counsel where relevant. The group uses the input method to record

revenue over time. For all material contracts, we have tested actual costs incurred

to underlying supporting documents and challenged the appropriateness of the

estimated cost to complete the performance obligation. We have also tested the

appropriateness of the margin applied by agreeing the calculation through to

contractual terms (e.g. unit prices and total contract value). We have also checked

that the correct percentage of completion (POC) has been applied in determining

the amount of revenue to be recognised.

Risk on bill & hold arrangements

For bill and hold arrangements we have reviewed all underlying contracts with

customers to validate contractual terms allowed for bill and hold recognition under

IFRS 15. We have performed full inventory counts at the balance sheet date and we

have agreed amounts to the underlying supporting documents such as payments

and invoices. We have reviewed certificate of completion and communication with

the customer to ensure customer acceptance is as per terms of contract.

Key observations communicated to the Audit Committee

Based on our audit procedures we have concluded that revenue is appropriately recognised in the period and appropriately accrued or deferred

as at 29 March 2025.

How we scoped our audit to respond to the risk and involvement with component teams

We have performed testing using the lowest end of the performance materiality range applicable for addressing the occurrence assertion impacted

by a significant risk.

At each full, and specific scope component with significant revenue streams (4 components) including (where relevant) consolidation adjustments,

we performed audit procedures which covered 96% of the group revenue.

We also performed specified procedures on material revenue amounts earned in the remainder of the group which covered 4% of the group’s revenue.

The primary audit team and specific scope component teams performed the audit procedures over the group’s revenue.

In the prior year, our auditor’s report included a key audit matter over retirement benefit obligations. We note that our assessment of the likelihood

of misstatement has reduced in the current year compared with previous years. As a result, we have downgraded the associated risk and have not

recognised this area of our audit to be a key audit matter during the current period.

90 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report continued

c. Materiality

We apply the concept of materiality in planning

and performing the audit, in evaluating the

effect of identified misstatements on the audit

and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement

that, individually or in the aggregate, could

reasonably be expected to influence the

economic decisions of the users of the financial

statements. Materiality provides a basis for

determining the nature and extent of our

audit procedures.

We determined materiality for the Group to be

£0.80 million (2024: £0.78 million), which is 2%

(2024: 2%) of adjusted EBITDA. Given the focus

on the group’s ability to continue operating as a

going concern in recent periods, we believe that

there remains a focus on the banking covenants

applicable to the company which are based

on adjusted EBITDA. As such, we believe that

adjusted EBITDA provides us with a reasonable

basis for determining materiality and is the

most relevant performance measure to the

stakeholders of the entity. Adjusted EBITDA is also

the main metric used by directors and investors

to assess the performance of the business.

We determined materiality for the Parent

Company to be £1.43 million (2024: £1.45 million),

which is 2% (2024: 2%) of Equity.

Reporting threshold

An amount below which identified misstatements

are considered as being clearly trivial.

We agreed with the Audit Committee that

we would report to them all uncorrected

audit differences in excess of £40,000

(2024: £39,000), which is set at 5% of planning

materiality, as well as differences below that

threshold that, in our view, warranted reporting

on qualitative grounds.

We evaluate any uncorrected misstatements

against both the quantitative measures of

materiality discussed above and in light of other

relevant qualitative considerations in forming

our opinion.

Other information

The other information comprises the

information included in the annual report

set out on pages 1 to 85, other than the financial

statements and our auditor’s 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 this report,

we do not express any form of assurance

conclusion thereon.

Starting basis – Group EBITDA £19,386,681

Adjustments – Exceptional Costs: £24,385,963

Materiality – Total Adjusted EBITDA :

£43,772,644

– Materiality of £0.80M

(2% of Adjusted EBITDA)

Performance materiality

The application of materiality at the individual

account or balance level. It is set at an amount

to reduce to an appropriately low level the

probability that the aggregate of uncorrected

and undetected misstatements exceeds

materiality.

On the basis of our risk assessments, together

with our assessment of the Group’s overall

control environment, our judgement was that

performance materiality was 50% (2024: 50%)

of our planning materiality, namely £0.40m

(2024: £0.39m). We have set performance

materiality at this percentage due to an

expectation of possible audit misstatements

in the current period driven by the volume and

quantum of audit misstatements identified in

the prior audit.

Audit work was undertaken at component

locations for the purpose of responding to the

assessed risks of material misstatement of the

group financial statements. The performance

materiality set for each component is based

on the relative scale and risk of the component

to the Group as a whole and our assessment

of the risk of misstatement at that component.

In the current year, the range of performance

materiality allocated to components was £0.1m

to £0.38m (2024: £0.06m to £0.3m).

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 the other information,

we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed

by the Companies Act 2006

In our opinion, the part of the directors’

remuneration report to be audited has been

properly prepared in accordance with the

Companies Act 2006.

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.

91 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report continued

Matters on which we are required

to report by exception

In the light of the knowledge and understanding

of the group and the parent 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.

We have nothing to report in respect of the

following matters in relation to which the

Companies Act 2006 requires us to report

to you if, in our opinion:

– adequate accounting records have not

been kept by the parent company, or returns

adequate for our audit have not been received

from branches not visited by us; or

– the parent company financial statements

and the part of the Directors’ Remuneration

Report to be audited are not in agreement

with the accounting records and returns; or

– certain disclosures of directors’ remuneration

specified by law are not made; or

– we have not received all the information

and explanations we require for our audit.

Auditor’s responsibilities for the

audit of the financial statements

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 auditor’s 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.

Explanation as to what extent the audit

was considered capable of detecting

irregularities, including fraud

Irregularities, including fraud, are instances

of non-compliance with laws and regulations.

We design procedures in line with our

responsibilities, outlined above, to detect

irregularities, including fraud. 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. The extent to which our procedures

are capable of detecting irregularities, including

fraud is detailed below.

Responsibilities of directors

As explained more fully in the directors’

responsibilities statement set out on page 85,

the directors are responsible for the preparation

of the financial statements and for being satisfied

that they give a true and fair view, and for such

internal control as the directors 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

group and parent 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 group

or the parent company or to cease operations,

or have no realistic alternative but to do so.

However, the primary responsibility for the

prevention and detection of fraud rests with

both those charged with governance of the

company and management.

– We obtained an understanding of the

legal and regulatory frameworks that are

applicable to the group and determined that

the most significant are those related to the

reporting framework (IFRS, UK generally

accepted accounting practice and the

Companies Act 2006) and the relevant tax

compliance regulations in the countries of

operations for the reporting components.

In addition, we concluded there are certain

laws and regulations which may influence

the determination of the amounts and

disclosures in the financial statements.

These are based on the nature of the Group’s

operations and the key geographies in which

they operate in and include (but are not

limited to): labour and employment laws,

health and safety, the modern slavery act

2015, the bribery act 2010 and the Listing

Rules of the London Stock Exchange.

– We understood how De La Rue Ltd is

complying with the applicable frameworks

by making enquiries of management including

internal legal counsel to understand how the

company maintains and communicates its

policies and procedures in these areas and

corroborated this by reviewing supporting

documentation. We obtained and inspected

the code of conduct policy and ethics

framework issued by the group. Where

relevant we liaised with external legal counsel

to understand the potential impact of claims

brought against the company. We also

reviewed correspondence with relevant

authorities, including HMRC.

92 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Independent Auditor’s Report continued

– We assessed the susceptibility of the

group’s financial statements to material

misstatement, including how fraud might

occur by considering the risk of management

override and through assessing revenue as a

fraud risk through recognising revenue in the

incorrect period. Our procedures to address

this involved:

– Understanding the revenue recognition

process, policy and how it is applied,

including relevant controls.

– Selecting a sample of key contracts to

test based on various risk criteria. For the

same contracts we performed detailed

contract reviews, including challenging

management assumptions on the revenue

recognition process.

– For those contracts where revenue has

been recognised over time or at a

point-in-time, and under bill and hold

arrangements our procedures and

conclusions are documented in the key

audit matters’ table above.

– We incorporated data analytics into

our testing of manual journals, including

segregating of duties, and in respect of our

testing of revenue recognition, investigated

journals posted to revenue, with focus on

manual transactions recorded at or close

to the period end date.

Other matters we are required

to address

– Following the recommendation from the

audit committee, we were appointed by the

company on 21 September 2017 to audit the

financial statements for the period ending

March 31, 2018, and subsequent financial

periods. The period of total uninterrupted

engagement including previous renewals

and reappointments is 8 years, covering

the periods ending 31 March 2018 to

29 March 2025.

– The audit opinion is consistent with the

additional report to the audit committee.

Use of our 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 auditor’s 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.

Sanjaya Gunapala (Senior statutory auditor)

for and on behalf of Ernst & Young LLP,

Statutory Auditor

Reading

4 August 2025

– Based on this understanding we designed our

audit procedures to identify non-compliance

with such laws and regulations. Where we

identified potential non-compliance with laws

and regulations, we developed an appropriate

audit response and communicated directly

with the components impacted, where

applicable. Our procedures involved:

– understanding the process and controls

to identify non-compliance,

– reading the correspondence between

group and their regulators,

– review of whistleblowing logs and

understanding management’s response,

inquiring of internal and external legal

counsel and reading their report,

– understanding the fact patterns in each

case and documenting the positions

taken by the management and using EY

specialists (including forensics) to support

us in concluding on the matters identified.

If any instances of non-compliance with laws

and regulations were identified, these were

communicated to the relevant local EY teams

who performed sufficient and appropriate audit

procedures supplemented by audit procedures

performed at the group level.

A further description of our responsibilities for

the audit of the financial statements is located

on the Financial Reporting Council’s website at

https://www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

93 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Consolidated income statement

for the period ended 29 March 2025

			2024
		2025	Restated 1
Continuing Operations	Notes	£m	£m
Revenue from customer contracts	2	217 .5	2 0 7. 1
Cost of sales	4	(164.2)	(160.5)
Gross Profit		53.3	4 6.6
Adjusted operating expenses	4	(41.5)	(4 0.9)
Other operating income	3	–	0. 7
Adjusted operating profit		11.8	6. 4
Adjusted Items 2 :
– Net exceptional items – expected credit loss	5	1.9	0.5
– Net exceptional items – divestiture costs	5	(17 .3)	–
– Net exceptional items – site relocation and restructuring costs	5	(2.3)	(8.3)
– Net exceptional items – other	5	(0 .2)	(5.7)
– Net exceptional items – Total	5	(17 . 9)	(13.5)
Operating loss		(6.1)	(7 .1)
Interest income	6	0.3	0. 5
Interest expense	6	(14.3)	(19 .2)
Net retirement benefit obligation finance (expense)	6, 25	(2.3)	(2.5)
Net finance expense		(16 .3)	(21.2)
Loss before taxation from continuing operations		(22.4)	(28.3)
Taxation	7	(4.4)	(4.5)
Loss for the year from continuing operations		(26 .8)	(32.8)
Profit after tax for the year from discontinued operations
(attributable to equity holders of the company)	9	10 .2	13.7
Loss for the period		(1 6.6)	(19. 1)
Attributable to:
– Owners of the parent		(18.8)	(2 0.0)
– Non-controlling interests		2.2	0.9
Loss for the year		(16.6)	(19 .1)

Notes:

1 The consolidated income statement has been re-presented to reflect discontinued operations arising from the intended disposal

of the Authentication division. The current and comparative results for this division are presented within ‘profit from discontinued

operations’ and note 9.

2 For adjusting Items, the cash flow Impact of exceptional Items can be found in note 5 and there was no cash flow impact for the

amortisation of acquired Intangible assets.

		2025	2024
Earnings per ordinary share	Notes	£m	£m
Continuing Operations:
Basic EPS (pence per share)	8	(14.3)p	(19. 7)p
Diluted EPS (pence per share)	8	(14.3)p	(19. 7)p
Discontinued Operations:
Basic EPS (pence per share)	8	4.7p	9.5p
Diluted EPS (pence per share)	8	4.7p	9.5p
Total:
Basic EPS (pence per share)	8	(9.6)p	(10.2)p
Diluted EPS (pence per share)	8	(9.6)p	(10.2)p

94 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Consolidated statement of comprehensive income

for the period ended 29 March 2025

		2025	2024
	Notes	£m	£m
Loss for the year		(16.6)	(19.1)
Other comprehensive income
Items that are not reclassified subsequently to profit or loss:
Remeasurement gain on retirement benefit obligations	25	3.8	5.4
Tax related to remeasurement of net defined benefit liability	7	(1.0)	(1.3)
		2.8	4.1
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences for foreign operations
continued		(2.7)	(3.5)
Foreign currency translation differences for foreign operations
discontinued		0.6	0.7
Foreign currency translation differences for foreign operations
– non-controlling interests		(0.9)	0.6
Change in fair value of cash flow hedges	15(a)	(2. 7)	(1.9)
Change in fair value of cash flow hedges transferred to profit or loss	15(a)	2.9	0.6
		0. 2	(1.3)
		(2.8)	(3.5)
Other comprehensive (loss)/income for the year, net of tax		–	0.6
Total comprehensive loss for the year		(1 6.6)	(18.5)
Comprehensive income for the year attributable to:
Equity shareholders of the Company		(17 .8)	(2 0.0)
Non-controlling interests		1.2	1.5
		(1 6.6)	(18.5)

95 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Consolidated balance sheet

at 29 March 2025

		2025	2024
	Notes	£m	£m
Non-current liabilities
Borrowings	19	(0 .4)	(117 .2)
Retirement benefit obligations	25	(43. 7)	(51. 6)
Deferred tax liabilities	17	(1.5)	(1.9)
Lease liabilities	24	(1 7.6)	(9.1)
Provisions for liabilities and charges	20	(0 .5)	–
Derivative financial liabilities	15a	(0.1)	–
Other non-current liabilities		(1. 0)	(1.1)
		(64.8)	(180 .9)
Total liabilities		(359 .8)	(291. 7)
Net (liabilities)/assets		(12.7)	2.6
EQUITY
Share capital	21	89. 2	89 .0
Share premium account		42.3	42.3
Capital redemption reserve		5.9	5 .9
Hedge reserve		(1. 0)	(1.2)
Cumulative translation adjustment		4.4	6. 4
Other reserve		(83.8)	(83.8)
Retained earnings		(85.2)	(70 .2)
Total (deficit) attributable to shareholders of the Company		(28.2)	(11.6)
Non-controlling interests		15.5	14.2
Total equity		(12. 7)	2 .6

Approved by the Board on 1 August 2025.

Clive Vacher Michael Aumann

Chief Executive Officer Chief Financial Officer

Registered number: 3834125

		2025	2024
	Notes	£m	£m
ASSETS
Non-current assets
Property, plant and equipment	10	62 .9	85.4
Intangible assets	11	8.2	3 7. 2
Right-of-use assets	24	1 9.6	10 .2
Deferred tax assets	17	–	0.1
Derivative financial assets	15a	0.1	–
		90 .8	132.9
Current assets
Inventories	13	33.7	41.7
Trade and other receivables	14	86.8	72.8
Contract assets	2	5 .1	1 6.7
Current tax assets		0. 3	0. 2
Derivative financial assets	15a	1.1	0. 7
Cash and cash equivalents	16	31.4	2 9. 3
		158.4	161.4
Assets held for sale	12	9 7. 9	–
		256 .3	161.4
Total assets		347 . 1	294.3
LIABILITIES
Current liabilities
Borrowings	19	(149. 0)	–
Trade and other payables	18	(102. 0)	(8 2 . 8)
Current tax liabilities		(19.5)	(20 .4)
Derivative financial liabilities	15a	(3.3)	(3.3)
Lease liabilities	24	(2.2)	(2.5)
Provisions for liabilities and charges	20	(0. 8)	(1.8)
		(276 .8)	(110 .8)
Liabilities directly associated with the assets held for sale	12	(18.2)	–
		(295. 0)	(110 .8)

96 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Consolidated statement of changes in equity

for the period ended 29 March 2025

					Attributable to equity shareholders
		Share	Capital		Cumulative			Disposal	Non-
	Share	premium	redemption	Hedge	translation	Other	Retained	group held	controlling	Total
	capital	account	reserve	reserve	adjustment	reserve	earnings	for sale	interests	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 25 March 2023	88.8	42.2	5.9	0. 1	9.2	(83.8)	(55. 7)	–	15.9	22. 6
Loss for the year	–	–	–	–	–	–	(2 0.0)	–	0.9	(19 .1)
Other comprehensive income for the year, net of tax	–	–	–	(1.3)	(2.8)	–	4.1	–	0.6	0.6
Total comprehensive income for the year	–	–	–	(1.3)	(2.8)	–	(15.9)	–	1.5	(18.5)
Transactions with owners of the Company recognised directly in equity:
Share capital issued	0. 2	0. 1	–	–	–	–	–	–	–	0.3
Employee share scheme:
– value of services provided	–	–	–	–	–	–	1.4	–	–	1.4
Dividends paid	–	–	–	–	–	–	–	–	(3.2)	(3.2)
Balance at 30 March 2024	89.0	42.3	5.9	(1.2)	6. 4	(83.8)	(70 .2)	–	14.2	2 .6

97 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Consolidated statement of changes in equity

for the period ended 29 March 2025 continued

					Attributable to equity shareholders
		Share	Capital		Cumulative			Non-
	Share	premium	redemption	Hedge	translation	Other	Retained	controlling	Total
	capital	account	reserve	reserve	adjustment	reserve	earnings	interests	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 30 March 2024	89.0	42.3	5 .9	(1.2)	6. 4	(83.8)	(70 .2)	14.2	2.6
Loss for the year	–	–	–	–	–	–	(18.8)	2.2	(1 6.6)
Other comprehensive income/(loss) for the year, net of tax	–	–	–	0. 2	(2. 0)	–	2.8	(0. 9)	0.1
Total comprehensive loss for the year	–	–	–	0.2	(2. 0)	–	(1 6.0)	1.3	(16.5)
Discontinued operations	–	–	–	–	–	–	–	–	–
Transactions with owners of the Company recognised directly in equity:
Share Capital issued	0. 2	–	–	–	–	–	–	–	0. 2
Employee share scheme:
– value of service provided	–	–	–	–	–	–	1 .0	–	1 .0
Dividends paid	–	–	–	–	–	–	–	–	–
Balance at 29 March 2025	89. 2	42.3	5 .9	(1.0)	4.4	(83.8)	(85.2)	15.5	(12. 7)

Notes:

Share premium account

This reserve arises from the issuance of shares for consideration in excess of their nominal value.

Capital redemption reserve

This reserve represents the nominal value of shares redeemed by the Company.

Hedge reserve

This reserve records the portion of any gain or loss on hedging instruments that are determined to be effective cash flow hedges. When the hedged transaction occurs, the gain or loss on the hedging instrument is transferred out of equity to the income statement. If a forecast

transaction is no longer expected to occur, the gain or loss on the related hedging instrument previously recognised in equity is transferred to the income statement.

Cumulative translation adjustment (CTA)

This reserve records cumulative exchange differences arising from the translation of the financial statements of foreign entities since transition to IFRS. Upon disposal of foreign operations, the related accumulated exchange differences are recycled to the income statement.

This reserve also records the effect of hedging net investments in foreign operations.

Other reserves

On 1 February 2000, the Company issued and credited as fully paid 191,646,873 ordinary shares of 25p each and paid cash of £103.7m to acquire the issued share capital of De La Rue plc (now De La Rue Limited), following the approval of a High Court Scheme of Arrangement.

In exchange for every 20 ordinary shares in De La Rue plc, shareholders received 17 ordinary shares plus 920p in cash. The other reserve of £83.8m arose as a result of this transaction and is a permanent adjustment to the consolidated financial statements.

On 17 June 2020, the Group announced that it would issue new ordinary shares via a “cash box” structure to raise gross proceeds of £100m, in order to provide the Company and its management with operational and financial flexibility to implement De La Rue’s turnaround plan,

which was first announced by the Company earlier in the year. The cash box completed on 7 July 2020 and consisted of a firm placing, placing and open offer. The Group issued 90.9m new ordinary shares each with a nominal value of 44 152/175p, at a price of 110p per share

(giving gross proceeds of £100m). A “cash box” structure was used in such a way that merger relief was available under Companies Act 2006, section 612 and thus no share premium needed to be recorded and instead an ‘other reserve’ of £51.9m was recorded, increasing other

reserves from a deficit of £83.8m to a deficit of £31.9m. This section applies to shares which are issued to acquire non-equity shares (such as the Preference Shares) issued as part of the same arrangement.

The Group recorded share capital equal to the aggregate nominal value of the ordinary shares issued (£40.8m) and merger reserve equal to the difference between the total proceeds net of costs and share capital. As the cash proceeds received by De La Rue plc were loaned via

intercompany account to a subsidiary company to enable a substantial repayment of the RCF, the increase to other reserves of £51.9m was treated as an unrealised profit. In the year ended 25 March 2023, the Group recorded an impairment of the intercompany loan. As a matter of

generally accepted accounting practice, a profit previously regarded as unrealised becomes realised when there is a loss recognised on the write-down for depreciation, amortisation, diminution in value or impairment of the related asset. In the year ended 25 March 2023, the £51.9m

previously treated as unrealised within Other Reserves was treated as a realised amount which could be considered distributable and was reclassified from “Other Reserves” to “Retained earnings”. Given the reversal of the impairment recorded to intercompany during the year ended

30 March 2024, the £51.9m is now considered to be unrealised.

98 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Consolidated cash flow statement

for the period ended 29 March 2025

			2024
		2025	Restated 1
	Notes	£m	£m
Cash flows from operating activities
Loss before tax from continuing operations		(22.4)	(28.3)
Profit before tax from discontinued operations		9.9	12.9
Loss before tax		(12.5)	(15.4)
Adjustments for:
Finance income and expense	6	16.3	21.2
Depreciation of property, plant and equipment	10	1 0.0	1 0.9
Depreciation of right-of-use assets	24	2.4	2.5
Amortisation of intangible assets	11	5 .7	5 .9
Impairment of property, plant and equipment included within
exceptional items	10	–	4.5
Share based payment expense	22	1 .7	1.4
Pension Recovery Plan and administration cost payments 2		(7 .8)	(1.5)
Decrease in provisions	20	(0 .3)	(4.2)
Credit loss provision – other financial assets	5	(1. 9)	(0 .2)
Non-cash credit loss provision – other	14	–	(0.1)
Other non-cash movements		0.6	(2.4)
Cash generated from operations before working capital		14.2	22.6
Changes in working capital:
(Increase)/decrease in inventory		(3.5)	7. 6
(Increase)/decrease in trade and other receivables and contract
assets		(32.5)	2.3
Increase/(decrease) in trade and other payables and contract
liabilities		29. 2	(4.0)
		(6. 8)	5 .9
Cash generated from operating activities		7. 3	28.5

Notes:

1 The consolidated income statement has been re-presented to reflect discontinued operations arising from the intended disposal

of the Authentication division. The current and comparative results for this division are presented within ‘profit from discontinued

operations’ and note 9.

2 The £7 .8m (FY24: £1.5m) of pension payments includes £6 .0m (FY24: £nil) payable under the Recovery Plan, agreed in 2024, and

a further £1. 7m (FY24: £1.5m) relating to payments made by the Group towards the administration costs of running the scheme.

		2025	2024
	Notes	£m	£m
Cash generated from operating activities		7. 3	2 8.5
Net tax paid		(3.2)	(2.3)
Net cash flows from operating activities		4.1	26 .2
Cash flows from investing activities:
Purchases of property, plant and equipment – gross		(9.1)	(12. 6)
Purchases of property, plant and equipment – grants received		2.8	8.5
Purchases of property, plant and equipment – net1		(6 .3)	(4.1)
Proceeds from repayment of other financial assets	5	2 .1	0.3
Proceeds from the sale of property, plant and equipment		0. 2	–
Purchase of software intangibles and development assets capitalised	11	(4 .6)	(4.6)
Interest received		0. 3	0.6
Net cash flows from investing activities		(8.3)	(7 .8)
Net cash flows before financing activities		(4.2)	18.4
Cash flows from financing activities:
Proceeds from issue of ordinary share capital		0. 2	0. 3
Net draw down/(repayment) of borrowings	15(f)	32. 0	(4.0)
Payment of debt issue costs	15(f)	(0 .2)	(5.5)
Lease liability payments	24	(4.2)	(2.5)
Interest paid		(14.5)	(14.1)
Dividends paid to non-controlling interests	31	–	(3.2)
Net cash flows from financing activities		13.2	(2 9.0)
Net increase/(decrease) in cash and cash equivalents in the year		9.1	(1 0.6)
Cash and cash equivalents at the beginning of the year		29. 3	40 .3
Exchange rate effects		(0.1)	(0 .4)
Cash and cash equivalents at the end of the year		38.3	29. 3
Cash and cash equivalents consist of:
Cash at bank and in hand	16	22.9	21.8
Short-term deposits	16	8.5	7. 5
Cash at banks and short-term deposits attributable to discontinued
operations		6.9	–
	16,23	38.3	29. 3

Note:

1 The net purchases of property, plant and equipment of £8.6m (FY24: £4.1m) includes additions to property, plant and equipment in the

year of £8. 6m (FY24: £4.1m) (note 10), down payments and capex creditors cash movement of £nil (FY24: £0 .5m) and excludes £nil

(FY24: £0.5m) of grants not yet received.

99 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies

General information

De La Rue plc (the Company) was a public limited company incorporated and domiciled in the

United Kingdom, whose shares are publicly traded on the London Stock Exchange. The registered

office is located at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS.

On 7 July 2025, the Company changed its name to De La Rue Limited. From 3 July 2025, the

Company’s shares were no longer listed on the London Stock Exchange, following completion

of the acquisition on the Company by ACR Bidco Limited on 2 July 2025.

De La Rue plc and its subsidiaries (together “Group”) had two principal segments Currency

and Authentication:

– In Currency, we design, manufacture and deliver bank notes, polymer substrate and security

features around the world.

– In Authentication, we supply products and services to governments and Brands to assure

tax revenues and authenticate goods as genuine.

The financial statements for FY25 have been prepared as at 29 March 2025, being the last

Saturday in March. The comparatives for the FY24 financial period are for the period ended

30 March 2024.

The consolidated financial statements of the Company for the period ended 29 March 2025

were authorised for issuance by the Board of Directors on 1 August 2025.

Company financial statements

The Company has elected to prepare its entity only financial statements in accordance with

FRS 102 Financial Reporting Standard applicable in the UK and Republic of Ireland. These are set out

on pages 155 to 159 and the accounting policies in respect of the Company financial statements

are set out on pages 157 and 158.

Material accounting policy information

I Basis of preparation

The consolidated financial statements of the Company for the period ended 29 March 2025 have

been prepared in accordance with UK-adopted International Accounting Standards (“IFRS”) in

accordance with the requirements of the Companies Act 2006. IFRS includes standards issued

by the International Accounting Standards Board (“IASB”) that are endorsed for use in the UK.

The consolidated financial statements are prepared on a going concern basis under the historical

cost convention with the exception of certain items which are measured at fair value as disclosed

in the accounting policies below.

The preparation of financial statements in accordance with IFRS requires the use of certain critical

accounting estimates. It also requires management to exercise its judgement in the process of

applying the Group’s accounting policies. The areas involving a higher degree of judgement or

complexity, or key areas of estimation uncertainty in preparing the consolidated financial statements,

are disclosed below in V ‘Critical accounting estimates, assumptions and judgements’.

The Group has not experienced any specific impact from the war in Ukraine or the Israel-Hamas

war, other than the global economic conditions.

The principal accounting policies adopted in the preparation of these consolidated financial

statements are set out below or have been incorporated with the relevant notes to the accounts

where appropriate. These policies have been consistently applied to all the periods presented,

unless otherwise stated.

Climate change

In preparing the Consolidated Financial Statements management has considered the impact of

climate change and the actions that the Group will take in order to fulfil its sustainability strategy

and satisfy its commitment to become carbon neutral from its own operations by 2030. This

includes the estimates around future cash flows used in impairment assessments of the carrying

value of goodwill and intangible assets in De La Rue Authentication Inc, recoverability of deferred

tax assets and the useful economic life of plant and equipment, especially assets which are

power-intensive and expected to be replaced.

This is within the context of the disclosures included in Strategic report, including those made in

accordance with the recommendation of the Task force on Climate-related Financial Disclosures

and the Companies (Strategic report) Climate-related Financial Disclosure Regulations 2022 this

year. These considerations did not have a material impact on the financial reporting judgements

and estimates.

Going concern

In line with IAS 1 “Presentation of financial statements”, and the FRC guidance on “risk management,

internal control and related financial and business reporting”, when assessing the Group’s ability

to continue as a going concern, the Directors have taken into account all available information for

a period up to 31 August 2026, being the going concern period.

The Group’s business activities, together with the factors likely to affect its future development,

performance and position are set out on pages 4 to 10 of the Strategic Report. In addition, pages

56 to 67 include the Group’s objectives, policies and processes for financial risk management,

details of its financial instruments and hedging activities and its exposure to credit risk, liquidity

risk and commodity pricing risk. The financial position of the Group, its cash flows, liquidity

position and borrowing facilities are described on pages 52 to 57 of the Strategic Report.

The Board has determined that the going concern basis of accounting in the preparation of

the consolidated financial statements is appropriate. The Directors when determining the going

concern assessment period took consideration of the completion of the Authentication

transaction to Crane NXT on 1 May 2025. This resulted in full repayment of the RCF facility and a

day one opening liquidity of £96m. Shortly after the completion of the Authentication transaction

to a further £35m was paid into the pension scheme to further de-risk the pension scheme deficit

by almost half compared with the last actuarial valuation at 30 September 2023 of £78m.

100 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

Management also considered the acquisition of the De La Rue Plc group (“De La Rue”) by ACR

Bidco Limited (“Bidco”) which completed on 2 July 2025. Cashflow forecasts have been prepared

for the group under both a base case and severe but plausible downside scenario through to the

end of the going concern period, being 31 August 2026. This modelling has been prepared on an

underlying “Business as Usual” (“BAU model”) basis, as well as an overlay to take into account

expected changes following the acquisition of the group by Atlas Holdings, which completed

on 2 July 2025 (“acquisition model”).

The severe but plausible downside modelling includes known potential risks relating to contract

execution, margin erosion, cost challenges and other cash timing risks.

Under the BAU model prepared by the Board, it was concluded that the group and company

has sufficient liquidity in both the base case modelling and the severe yet plausible modelling,

specifically that the group and company would have sufficient liquidity to continue operating as a

going concern over the 12-month period ending 31 August 2026. This is based on the cash position

of the group following the sale of the Authentication division as well as a strong Currency order book.

While the acquisition model shows sufficient headroom in a severe but plausible downside scenario,

the new owners are in the process of finalising the funding structure following the acquisition by

Atlas Holdings. As this is not finalised at the time of signing these accounts, the Directors’ have

obtained assurances from Atlas Capital Resources IV LP that it will support the group to meet its

liabilities as they fall due, to the extent that this required, for a period until at least 31 August 2026.

Having considered all these factors, the Directors have a reasonable expectation that the Group and

Company has adequate resources to continue in operational existence until at least 31 August 2026.

Accordingly, the Directors continue to adopt the going concern basis in preparing the annual

report and accounts.

II New Standards, interpretations and amendments adopted by the Group

Other than as described below, the accounting policies adopted in the preparation of these

consolidated financial statements are consistent with those applied by the Group in its

consolidated financial statements as at, and for the period ended, 30 March 2024.

As at the reporting date, 29 March 2025, several amendments apply for the first time in FY25

and their impact on these consolidated financial statements of the Group is described below.

For the amendments that become effective for future periods the Group has not early adopted

any standard, interpretation or amendment that has been issued but is not yet effective.

New standards and amendments effective in the year:

– Amendments to IAS 12 “International Tax Reform – Pillar Two Model Rules” – Introduction

of a mandatory exception in IAS 12 from recognising and disclosing deferred tax assets and

liabilities related to Pillar Two income taxes. The amendments require incomes taxes arising

from tax law enacted or substantively enacted to implement Pillar Two Model Rules published

by the Organisation for Economic Cooperation and Development (OECD), requiring qualified

domestic minimum top-up taxes.

– Amendments to IAS 1 “Presentation of financial statements” – Classification of Liabilities as

Current or Non-current – The amendments clarify: what is meant by a right to defer settlement;

that a right to defer must exist at the end of the reporting period; that classification is unaffected

by the likelihood that an entity will exercise its deferral right and that only if an embedded

derivative in a convertible liability is itself an equity instrument, would the terms of a liability

not impact its classification.

– Amendments to IFRS 16 “Leases” – Lease liabilities in a sale and leaseback – This amendment

to IFRS 16 specifies the requirements that a seller-lessee uses in measuring the lease liability

arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any

amount of the gain or loss that relates to the right of use it retains.

– Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments:

Disclosures” – Supplier Finance Arrangements, subject to UK endorsement – The amendments

specify disclosure requirements to enhance the current requirements, which are intended to

assist users of financial statements in understanding the effects of supplier finance arrangements

on an entity’s liabilities, cash flows and exposure to liquidity risk.

The impacts of applying these policies are not considered material.

New standards and amendments not yet effective:

– Amendments to IAS 21 “The effect of changes in foreign exchange rates” – Lack of

exchangeability – The amendment specifies how an entity should assess whether a currency

is exchangeable and how it should determine a spot exchange rate when exchangeability

is lacking.

The impacts of applying this policy is not considered material.

Effective for periods commencing after 1 January 2026, all subject to UK endorsement:

– Amendments to IFRS 9 “Financial Instruments“ and IFRS 7 “Financial Instruments:

Disclosures”– Classification and measurement of financial instruments:

– clarifies that a financial liability is derecognised on the ‘settlement date’. It also introduces

an accounting policy option to derecognise financial liabilities that are settled through an

electronic payment system before settlement date if certain conditions are met.

– clarifies how to assess the contractual cash flow characteristics of financial assets that

include environmental, social and governance (ESG)-linked features and other similar

contingent features.

– clarifies the treatment of non-recourse assets and contractually linked instruments.

– requires additional disclosures in IFRS 7 for financial assets and liabilities with contractual

terms that reference a contingent event (including those that are ESG-linked) and equity

instruments classified at fair value through other comprehensive income.

– Annual improvements to IFRS Accounting Standards – Volume 11 – These deal with

non-urgent but necessary, clarifications and amendments to IFRS.

The impacts of applying these policies are ongoing.

101 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

Effective for periods commencing after 1 January 2027, all subject to UK endorsement:

– Amendments to IFRS 18 “Presentation and disclosure in financial statements” –

Presentation and disclosure in financial statements – This introduces new categories and

subtotals in the statement of profit and loss. It also requires disclosure of management-defined

performance measures (as defined) and includes new requirements for the location, aggregation

and disaggregation of financial information. The impacts of applying this policy are ongoing.

The Group is currently working to identify all impacts the amendments will have on the primary

financial statements and notes to the financial statements.

III Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and

entities controlled by the Company and its subsidiaries prepared at the consolidated statement

of financial position date (29 March 2025).

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group is considered to control an entity

when it is exposed to, or has rights to, variable returns from its involvement with an entity and

has the ability to affect those returns through exerting control over the entity.

The results of subsidiaries acquired or disposed of during the period are included in the

consolidated financial statements from the date that control commences or until the date

that control ceases. Intra-group balances and transactions are eliminated on consolidation.

The majority of the subsidiaries prepare their financial statements up to 29 March 2025.

The results of subsidiaries where the financial statements are not prepared to 30 March are

still included in the consolidation as at 30 March with the income statement and other financial

information being also prepared for the year ended 29 March 2025.

For partly owned subsidiaries, the allocation of net assets and net earnings to outside shareholders

is shown in the line “Attributable to Non-controlling interests” on the face of the consolidated

statement of comprehensive income and the consolidated statement of financial position.

Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method of

accounting. The consideration transferred in the acquisition is measured at fair value as are the

identifiable assets and liabilities acquired. The excess of the fair value of consideration transferred

and the amount of non-controlling interests (as applicable) over the fair value of net assets

acquired is accounted for as goodwill. Any goodwill that arises is tested annually for impairment.

Transaction costs are expensed as incurred and are presented within exceptional items in

accordance with the Group’s policy.

IV Material accounting policy information

The material accounting policies adopted in the preparation of these consolidated financial

statements have been incorporated into the relevant notes where possible. General accounting

policies which are not specific to an accounting area are set out below.

A Foreign currency

1. Foreign currency transactions

These financial statements are presented in sterling, which is the functional and presentational

currency of the Company. The functional currency of Group entities is principally determined

by the primary economic environment in which the respective entity operates.

Transactions in foreign currencies entered into by Group entities are translated into the functional

currencies of those entities at the rates of exchange at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date

are translated at the rate of exchange ruling at that date. Foreign exchange differences arising

on translation are recognised in the income statement.

Foreign currency non-monetary items measured in terms of historical cost are translated at

the rate of exchange at the date of the transaction. Exchange differences on non-monetary items

measured at fair value are recognised in line with whether the gain or loss on the non-monetary

item itself is recognised in the income statement or other comprehensive income.

In order to hedge its exposure to certain foreign exchange risks, the Group enters into forward

contracts. Refer to note 15 for details of the Group’s accounting policies in respect of such

derivative financial instruments.

2. Translation of foreign operations on consolidation

Assets and liabilities of foreign operations, including goodwill and intangible assets, are translated

into GBP (the presentational currency of the Group) at the exchange rate prevailing at the balance

sheet date. Income and expenses are translated at average exchange rates (which approximate to

actual rates). Exchange differences arising on re-translation are recognised in other comprehensive

income within the Group’s currency translation reserve, which is a component of equity. When a

foreign operation is sold, exchange differences that were recorded in equity are recognised in the

income statement as part of the gain or loss on sale.

B Revenue recognition

The Group accounts for revenue under IFRS 15. IFRS 15 provides a single, five-step principles-based

model to be applied to all contracts with customers which requires identification of the contract

for accounting purposes, the separate performance obligations within the contract, the transaction

price for the contract, allocation of the transaction price and recognition of revenue on satisfaction

of performance obligation.

The following table provides information about the nature and timing of the satisfaction

of performance obligations in contracts with customers, including significant payment terms,

and the related revenue recognition policies.

102 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

Type of product/
service/segment	Nature and timing of satisfaction of performance obligations	Revenue recognition under IFRS 15
Authentication segment	The Group has certain contracts which operate in the form of an umbrella agreement	The Group has therefore determined that these umbrella contracts do not meet the definition
	with the local government which awards the Group to be the provider of an end-to-end	of a contract for IFRS 15 accounting purposes. Instead, the relevant contract for IFRS 15
	authentication track and trace system. The umbrella agreement specifies the nature	purposes is the contract with the individual manufacturers in the country. It is the
	of services and products to be provided. However, these agreements do not include	manufacturers which represent the customers from an IFRS 15 perspective.
	any purchase commitments from local governments and do not give the Group an	The Group has two performance obligations in the revenue contract with the manufacturer:
	enforceable right to payment. Instead, the umbrella agreement allows for the Group
	to enter into individual agreements with individual manufacturers and provides it with	1)	Delivery of tax stamps to the customer when a right to payment arises
	the right to sell physical authentication products (such as tax stamps) thus giving the	2)	Provision of software to track tax stamps, where a right to payment arises on services
	Group an enforceable right to payment from each individual manufacturer for	provided over the life of the contract
	physical products sold.	Management judgement has been applied to the split of the total contract between the two
		performance obligations.
	Authentication also enters into contracts with performance obligations that include	Revenue on the sale of authenticity products, including tax stamps, is recognised when control
	access to systems which incorporates system configuration and integration and the	passes to the customer based on the standalone selling price of the product. Standalone
	provision of authentication products such as tax stamp, all of which are provided	selling prices are typically calculated using the “expected cost-plus margin” approach. Control
	together. For contracts entered into with a single party and where multiple performance	generally passes on delivery of the physical product to the customer or the issuance of a
	obligations are included, the transaction price for the contract is allocated to each	digital security key. Revenue in relation to system access is recognised on a straight-line basis
	performance obligation separately identified.	over the life of the contract as the customer receives the benefit.
	The Group has determined that for certain authentication contracts (given the highly	Revenue for certain Authentication contracts with enforceable right to payment will be
	bespoke nature of the products) with enforceable right to payment, the customer	recognised over time for physical product produced to date and ahead of delivery to the
	controls all of the work in progress as the products are being manufactured.	customer. Revenue is recognised progressively based on the input method based on the
	This is because under those contracts, authentication products are made to a	cost incurred relative to the expected total cost.
	customer’s specification and if a contract is terminated by the customer, then the
	Group is entitled to reimbursement of the costs incurred to date, plus a reasonable
	profit margin.
Currency segment:	The Group has determined that for certain banknote contracts (given the highly	Revenue for certain banknote contracts with enforceable right to payment will be recognised
Supply of banknotes	bespoke nature of the products) with enforceable right to payment, the customer	over time for banknotes produced to date and ahead of delivery to the customer.
	controls all of the work in progress as the products are being manufactured.	Revenue is recognised progressively based on the input method based on the cost incurred
	This is because under those contracts, currency products are made to a customer’s	relative to the expected total cost.
	specification and if a contract is terminated by the customer, then the Group is	Revenue for other banknote contracts, where customers do not take control of the goods
	entitled to reimbursement of the costs incurred to date, plus a reasonable margin.	until they are completed is recognised based on contractual terms which will determine when
	For other banknote contracts, where customers do not take control of the goods	control has passed to the customer. This might include recognition of revenue on inventory
	until they are completed or delivered, revenue is recognised at the point in time when	placed into storage for the customer, so long as it is demonstrated that control of the product
	control transfers to the customer.	has passed to the customer.
	If the Group has recognised revenue, but not issued an invoice, then the entitlement
	to consideration is recognised as a contract asset. The contract asset is transferred
	to receivables when the entitlement to payment becomes unconditional.
Currency segment:	In addition to the supply of banknotes, which is a separate performance obligation	The value attributable to the additional performance obligations is deemed to be immaterial.
Supply of banknotes	(see above), additional and separate performance obligations such as design and	Accordingly, no separate value will be attributed to these performance obligations; instead,
along with other services	storage services have been identified.	the consideration in the contract will be entirely allocated to the single performance
		obligation of supplying currency.

103 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

C Costs to obtain contracts

1. Sales commissions

Management expects that incremental commission fees paid to intermediaries and employees

as a result of obtaining long-term sales contracts are recoverable. The Group therefore capitalises

them as contract costs where the contract signed with the customer creates enforceable rights

and obligations. If a sales contract takes the form of an over-arching umbrella agreement which

does not create such enforceable rights and obligations (i.e. committed sales volumes and values

from the customer) then sales commission payments are not capitalised.

2. Capitalised commission fees are amortised when the related revenues are recognised

The Group applies the practical expedient in IFRS 15 and recognises the incremental costs of

obtaining contracts as an expense when incurred, if the amortisation period of the assets that

the Group otherwise would have recognised is one year or less.

3. Bid costs

Bid costs are capitalised only when they relate directly to a contract and are incremental to

securing the contract and would not have been incurred had the contract not been won. There

were £nil capitalised bid costs in FY25 (FY24: £nil) where costs met this requirement. Costs to

obtain a contract that would have been incurred regardless of whether the contract was obtained

are recognised as an expenses when incurred.

4. Deferred costs

The Group incurs costs on certain (mainly Authentication division) contracts in advance of

recording revenue. On these contracts costs are capitalised on the balance sheet and recognised

in the income statement over the period when revenue is recognised if the following criteria

are met:

– the costs relate directly to a contract or to an anticipated contract that the entity can

specifically identify;

– the costs generate or enhance resources of the entity that will be used in satisfying

(or continuing to satisfy) performance obligations in the future; and

– costs are expected to be recovered.

D Other revenue recognition matters

1. Bill and hold revenue

Certain customers require the Group to store completed inventory for them ahead of them taking

delivery once they require it. Revenue is recognised on a bill and hold basis when:

– It can be demonstrated that the arrangement is substantive, for example, that the customer

has requested it.

– It can first be demonstrated that control of the product has passed to the customer –

principally because the customer has taken the risk and/or title for the product transferred

to them and the Group has an enforceable right to payment;

– The manufacturing process is complete and the product is ready for physical transfer to the

customer; and

– The bespoke nature of the products manufactured, the Group cannot use or direct the product

to another customer.

2. Variable consideration on contracts

The Group has a small number of contracts where the terms with the customers place a limit on

the profit margin that can be earned under these. As these profit margins impact the amount of

revenue that the Group can bill the customers, detailed reconciliations of the profit margins earned

on these contracts at each reporting period end are completed to ensure that amount of revenue

recorded in the year is not overstated (i.e. to ensure the transaction price is “constrained” in

accordance with IFRS 15). Any adjustment required is recorded as a reduction to revenue based

on the most likely amount.

The Group also has other potential forms of variable consideration in the form of price

concessions and discounts which may be offered to customers and penalties or fines which

might be incurred if the Group did not fully perform against contract deliverables.

If a discount or price concession is offered to a customer this is taken into account in the

estimated transaction price for the contract to ensure it is “constrained” in accordance with

IFRS 15. If the Group anticipates a penalty or a fine to be incurred this is estimated and accounted

for as a reduction from the transaction price again to ensure it is “constrained” in accordance

with IFRS 15.

3. Warranties

All warranties are considered to be of a standard nature (assurance type) and as such are

accounted for under IAS 37 rather than IFRS 15

104 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

V Critical accounting estimates, assumptions and judgements

Management has discussed with the Audit Committee the development, selection and disclosure

of the Group’s critical accounting policies and estimates and the application of these policies and

estimates. Management is required to exercise significant judgement in the application of these

policies. Estimates are made in many areas and the outcome may differ from that calculated.

The key assumptions concerning the future and other key sources of estimation uncertainty at

the balance sheet date that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are set out in “B. Critical accounting

estimates” below.

Other accounting estimates that are not considered to have a significant risk of causing a material

adjustment with the next financial year but which the Group would like to draw attention to due to

judgements or longer-term estimates are set out in “C. Other areas of accounting estimates” below.

A Critical accounting judgements

1. Revenue recognition and cut-off

Customer contracts will often include specific terms that impact the timing of revenue recognition.

The timing of the transfer of control varies depending on the individual terms of the sales agreement.

For sales of products the transfer usually occurs on loading the goods onto the relevant carrier;

however the point at which control passes may be later if the contract includes customer

acceptance clauses or control passes on arrival at the customer location. Control will also pass

if the customer requests that goods are held in storage until required. Specific consideration

is needed at year end to ensure revenue is recorded within the appropriate financial year.

This judgement is particularly important in the Currency division due to the material nature

of certain contracts which may ship near to a reporting period end. Management has carefully

reviewed material customer contracts with particular focus on those shipping in the last quarter

of the financial period to ensure revenue has been recorded in the correct year.

2. Revenue recognition and determination of whether an enforceable right to payment exists

For certain customer contracts, revenue is recognised over time in accordance with IFRS 15, as the

Group has an enforceable right to payment.

Determination of whether the Group had an enforceable right to payment requires careful analysis

of the legal terms and conditions included within the customer contract and consideration of

applicable laws and customary legal practice in the territory under which contract is enforceable.

External legal advice is obtained if considered necessary to allow management to make this

assessment. Management has carefully reviewed material contracts relating to revenue recognised

in the period to determine if an enforceable right to payment exists which results in revenue being

recorded ‘over-time’ rather than ‘point in time’.

In FY25, the Group has had customer contracts where revenue is recognised ‘over-time’ in the

Currency and Authentication divisions. The Material Accounting Policy section, Part B – Revenue

Recognition above details how the Group has judged these contracts to be suitable for recognition

over-time treatment.

3. Classification of exceptional items

The Directors consider items of income and expenditure which are material by size and/or

by nature and not representative of normal business activities should be disclosed separately

in the financial statements so as to help provide an indication of the Group’s underlying business

performance. The Directors label these items collectively as ‘exceptional items’. Determining which

transactions are to be considered exceptional in nature is often a subjective matter.

However, circumstances that the Directors believe would give rise to exceptional items for

separate disclosure would include: gains or losses on the disposal of businesses, curtailments

on defined benefit pension arrangements or changes to the pension scheme liability which are

considered to be of a permanent nature and non-recurring fees relating to the management of

historical scheme issues; restructuring of businesses; asset impairments and costs associated

with the acquisition and integration of business combinations. Refer to note 5 for further details.

105 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

4. Accounting for the extension of the factory site in Malta

On 9 September 2021, the Group signed an Agreement with Malta Enterprise (“ME”) where ME

finances the construction, civil works and machinery and equipment installations to be carried out

at the premises located in Malta. The premises included land, the demolition of an existing building

and a rebuild to the Group’s specifications. On 14 September 2021, the Company signed a lease for

the premises for an initial term of 20 years. The Group is managing the construction of the new

buildings for the lessor to the pre-agreed specifications.

Management has made a judgement as to whether the Company has control of the site during the

construction period. If the Group has the right to control the use of the identified asset for only a

portion of the term of the contract, the contract contains a lease for that portion of the term. It was

determined that control exists only after the build is completed and site becomes available for use.

Management has made a judgement that control and use of the new Malta premises passed to

the Group from 1 February 2025. Production commenced from this date due to the installation of

machinery and utilities, enabling the secure operation of the equipment. Therefore, management

has concluded that the lease should be recognised in FY25. This lease was split into two leases

being separate physical components before 18 February 2025, when the Authentication division

was held for sale.

The Currency lease is included within the right-of-use assets and lease liabilities disclosed in

Note 24, with a carrying value of £11.3m for the right-of-use asset and £10.0m for the lease liability.

Management has assessed the lease terms based on the Group’s current expectations regarding

the exercise of break or renewal options. The lease term has been determined as 20 years, as the

Group does not have reasonable certainty that the renewal option for an additional 20 years will be

exercised. This is due to the length of the underlying lease and the change in business ownership.

Management has made certain judgements on the lease term of a property which has been

included in the sale of the Authentication Division. The option to extend the lease has been

excluded from the ROU Asset and Lease liabilities included within Assets and Liabilities Held for Sale,

as the future operational requirements of the site will not be determined by DLR Group (note 12).

5. Accounting for the change in the terms of the banking facilities

a. 29 June 2023 amendments

On 29 June 2023, the Company entered into a number of documents which had the effect of

amending the terms of the revolving facility agreement with its lending banks and their agents.

A quantitative assessment was carried out where the updated terms are considered to have

been substantially modified where the net present value of the cash flows under the updated

terms, including any fees paid and discounted using the original Effective Interest Rate (“EIR”)

differs by at least 10% from the present value of the remaining cash flows under the original terms.

Based on the procedure performed, there was a net impact of 4.64%. Therefore, there is no

substantial modification on a quantitative basis.

A qualitative review was also undertaken where all the key changes in the updated facility were

assessed. Excluding those that had quantitative impacts, the other changes related to covenants.

The changes to the covenant tests are not considered substantial as they are amending previously

agreed limits with the exception of the minimum liquidity testing, which is a new test. The minimum

liquidity test is not considered to be substantial.

The change in existing banking facilities is treated as a non-substantial modification under IFRS 9

“Financial Instruments”, as the refinancing did not result in an extinguishment of debt. The difference

between the amortised cost carrying amount of the previous terms of the facility and the present

value of the updated terms of the facility, discounted using the effective interest rate, resulted in

a modification loss.

b. 18 December 2023 amendments

On 18 December 2023, the Company entered into a number of documents which had the effect

of amending the terms of the revolving facility agreement with its lending banks and their agents.

A quantitative assessment was carried out where the updated terms are considered to have been

substantially modified where the net present value of the cash flows under the updated terms,

including any fees paid and discounted using the original Effective Interest rate (“EIR”) differs by at

least 10% from the present value of the remaining cash flows under the original terms. Based on the

procedure performed, there was a net impact of 1.45%. Therefore, there is no substantial

modification on a quantitative basis.

A qualitative review was also undertaken where all the key changes in the updated facility were

assessed. Excluding, those that had quantitative impacts, the other changes related to covenants.

The changes to the covenant tests are not considered substantial as they are amending previously

agreed limits with the exception of the minimum liquidity testing, which is a new test. The minimum

liquidity test is not considered to be substantial.

The change in existing banking facilities is treated as a non-substantial modification under IFRS 9

“Financial Instruments”, as the refinancing did not result in an extinguishment of debt. The difference

between the amortised cost carrying amount of the previous terms of the facility and the present

value of the updated terms of the facility, discounted using the effective interest rate, resulted in

a modification loss.

The net loss on debt modification was £5.6m, including a loss on the debt modification in June

2023 of £4.8m and a loss on the debt modification in December 2023 of £0.8m. No amendments

in banking arrangement which impact income statements in FY25. Please refer to the post balance

sheet section for subsequent development in banking facility.

106 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

6. Assets held for sale

The Group classifies non-current assets and disposal groups as held for sale if their carrying

amounts will be recovered principally through a sale transaction rather than through continuing

use. Non-current assets and disposal groups as held for sale are measured at the lower of their

carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly

attributable to the disposal of an asset (disposal group), excluding finance costs and income

tax expense.

The IFRS 5 criteria for held for sale classification is regarded as met only when:

– a sale is highly probable

– the asset or disposal group is available for immediate sale in its present condition

Actions required to complete the sale should indicate that it is unlikely that significant changes

to the sale will be made or that the decision to sell will be withdrawn. Management must be

committed to the plan to sell the asset and sale is expected to be completed within one year

from the date of the classification.

Assets and liabilities classified as held for sale are presented separately as current items in the

consolidated statement of financial position.

Management’s assessment is that sale of the Authentication Division is dependent on successful

novation of key customer contracts and the completion of certain group reorganisation transactions.

Management has determined that the Authentication Division met the IFRS 5 held for sale criteria

on 18 February 2025. At this date, the sale became highly probable with the successful novation

of the Kingdom of Saudi Arabia’s contract and relevant reorganisation transactions were complete

such that the division was available for immediate sale in its present condition.

7. Discontinued operations

For operations classified as discontinued operations, management has considered the facts

and circumstances of each transaction, with consideration of IFRS 5 as to whether the disposal

or ceased activity represents a ‘discontinued operation’.

A discontinued operation is a component of the Group’s business, the operations and cash flows

of which can be clearly distinguished from the rest of the Group and which:

– represents a separate major line of business or geographic area of operations;

– is part of a single coordinated plan to dispose of a separate major line of business or

geographic area of operations; or

– is a subsidiary acquired exclusively with a view to re-sale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation

meets the criteria to be classified as held-for-sale.

The Group’s Authentication division has been assessed as a discontinued operation during

the financial period, due to the linked held for sale assessment above, covering the coordinated

externally communicated plan to dispose of the division within a specified time frame.

The Authentication division provides physical and digital solutions to authenticate products

through the supply chain and to provide tracking of excisable goods to support compliance with

government regulators.

This is considered to be a separate major line of business from the Group’s remaining line of

business which exclusively covers provision of Banknote print, Polymer and Security features.

When an operation is classified as a discontinued operation, the comparative statement of profit

or loss and OCI is represented as if the operation had been discontinued from the start of the

comparative year.

Cash flows from discontinued operations are included in the consolidated statement of cash flows

and are disclosed separately in note 9

All other notes to the financial statements include amounts for continuing operations, unless

indicated otherwise.

107 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

B Critical accounting estimates

1. Recoverability of other financial assets

In FY23, management assessed the recoverability of the carrying value of securities interests held

in the Portals International Limited group on the balance sheet and recorded an expected credit

loss provision in relation to the original principal value and interest receivable which was recorded

in exceptional items in FY23 consistent with the original recognition as part of the loss on disposal

(note 5).

Management carefully assessed the recoverability of the other financial assets on the balance

sheet as at 25 March 2023 based on information available to them and performed probability

weighted modelling against three scenarios determining that an expected credit loss provision

of £8.5m was required which fully impaired these other financial assets.

This provision accounts for the risk that the full amounts due will not be recovered rather than the

instruments being credit impaired. Management noted that if factors change again in the future,

this may alter the judgements made resulting in a revision to the value of expected credit loss

provision to be recognised.

During FY24, £0.5m credit was reflected in exceptional items to settle some of the other financial

assets. During FY25, the amount of £1.9m has been received (note 5). After a further review,

management has concluded that there has been no change in this assessment of the remaining

other financial assets in FY25 and no further amounts were expected as at 29 March 2025.

The amount presented on the balance sheet within other financial assets as at 29 March 2025

of £nil (30 March 2024: £nil) included the original principal received and accrued interest amounts,

fully offset by the expected credit loss provision.

2. Post-retirement benefit obligations

Pension costs within the income statement and the pension obligations/assets as stated in the

balance sheet are both dependent upon a number of assumptions determined by management

with advice from professional actuaries. These include the rate used to discount future liabilities,

the expected longevity for current and future pensioners and estimates of future rates of inflation.

The discount rate is the interest rate that should be used to determine the present value of

estimated future cash outflows expected to be required to settle the pension obligations.

The Group engages the services of professional actuaries to assist with calculating the pension

liability (note 25).

3. Tax

The Group is subject to income taxes in numerous jurisdictions and significant judgement is

required in determining the worldwide provision for those taxes. The level of current and deferred tax

recognised is dependent on subjective judgements as to the outcome of decisions to be made by

the tax authorities in the various tax jurisdictions around the world in which the Group operates.

It is necessary to consider which deferred tax assets should be recognised based on an

assessment of the extent to which they are regarded as recoverable, which involves assessment

of the future trading prospects of individual statutory entities, the nature and level of any deferred

tax liabilities from other items in the accounts such as pension positions, and overseas tax credits

that are carried forward for utilisation in future periods, including some that have been allocated to

Governmental authorities as part of investment projects. Note 7 Taxation contains further details

regarding changes to recognised deferred tax assets balances as at 29 March 2025.

The actual outcome may vary from that anticipated. Where the final tax outcomes differ from the

amounts initially recorded, there will be impacts upon income tax and deferred tax provisions and

on the income statement in the period in which such determination is made.

The Group has current tax provisions recorded within Current tax liabilities, in respect of uncertain

tax positions. In accordance with IFRIC 23, tax provisions are recognised for uncertain tax positions

where it is considered probable that the position in the filed tax return will not be sustained and

there will be a future outflow of funds to a taxing authority. Tax provisions are measured either

based on the most likely amount (the single most likely amount in a range of possible outcomes)

or the expected value (the sum of the probability-weighted amounts in a range of possible

outcomes) depending on management’s judgement on how the uncertainty may be resolved.

108 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Accounting policies continued

The Group is disputing tax assessments received in certain countries in which the Group operates.

These tax assessments have been subject to court ruling both in favour of the Group and also

against the Group. The rulings are subject to ongoing appeal processes. The Group has increased

the relevant tax provisions and is fully provided where necessary as required by the relevant

accounting standards. The disputed tax assessments are subject to ongoing dialogue with the

relevant tax authorities to reach a settlement without the requirement to continue in a protracted

legal process. Please refer to notes 7 and 17 for further information.

During the year end 29 March 2025, uncertain tax positions were reduced from £18.2m

at 30 March 2024 to £16.8m. The £1.3m reduction relates to the release of tax provisions no

longer considered necessary based on reassessment of the risk. The remaining £0.1m relates

to favourable movements in exchange rates for other provisions rather than a change to the

underlying provided amounts.

C Other areas of accounting estimates

1. Impairment test of Goodwill and acquired Intangibles

Goodwill relates to the acquisition in FY17 of De La Rue Authentication Inc. (previously DuPont

Authentication Inc). The goodwill has been tested for impairment during the year as IAS 36

“Impairment of Assets” requires annual testing for assets with an indefinite life. For the purposes

of impairment testing the Cash Generating Unit (“CGU”) for the goodwill has been determined

as the De La Rue Authentication entities in the US.

The FY25 impairment test calculated the recoverable amount using the fair value less costs

to sell approach as it was considered to provide a higher amount than the value in use approach.

Fair value less costs to sell is the arm’s length sale price between knowledgeable willing parties

less costs of disposal. Fair value represents Level 3 in the FV hierarchy.

The fair value less costs of disposal for the CGU relating to De La Rue Authentication Inc. was

derived from a percentage of the sale price agreed for the Authentication Division as a whole,

consisting of 11 entities, with Crane NXT, which is considered to be at arm’s length. To determine the

percentage, management analysed the contribution of the CGU to total Authentication division’s

EBITDA for FY24 (actual).

The recoverable amount at the testing date was significantly in excess of the carrying value

at 29 March 2025.

The key assumptions supporting the recoverable amount include valuation of the Authentication

division as a whole, along with the budgeted revenue, EBITDA and Adjusted operating profit

contributions of the CGU (expressed as a percentage of the total). There are no reasonable possible

changes in these key assumptions that would cause the recoverable amount to fall below the

carrying amount of the CGU. A decrease in the fair value of the CGU of 5% would result in a

reduction of the headroom of 9% and would not result in an impairment.

2. Onerous contract provisions

The financial statements included a small number of onerous contract provisions for loss making

contracts. Management has assessed these and applied judgement in determining the required

level of provisioning including how, in accordance with IAS 37, the lowest unavoidable costs of

exiting or fulfilling the contract have been calculated.

3. Estimation of provisions

The Group holds a number of provisions relating to warranties for defective products and contract

penalties. Management has assessed these and applied judgement in determining the value of

provisions required.

109 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

1 Segmental analysis

The continuing operations of the Group has one main operating unit: Currency (provides Banknote

print, Polymer and Security features).

The Board, which is the Group’s Chief Operating Decision Maker, monitors the performance of the

Group at this level and there is therefore one reportable segment. The principal financial information

reviewed by the Board is revenue, adjusted operating profit, and assets and liabilities.

Inter-segmental transactions are eliminated upon consolidation. There is no history of seasonality

or cyclicality of operations.

			Total of
			Continuing
	Currency	Unallocated	operations
FY25	£m	£m	£m
Total revenue from contracts with customers	217.5	–	217.5
Less: inter-segment revenue	–	–	–
Revenue from contracts with customers	217.5	–	217.5
Cost of sales	(164.2)	–	(164.2)
Gross profit	53.3	–	53.3
Adjusted operating expenses	(41.5)	–	(41.5)
Other operating income	–	–	–
Adjusted operating profit	11.8	–	11.8
Adjusted items:
– Net exceptionals	–	(17.9)	(17.9)
Operating profit/(loss)	11.8	(17.9)	(6.1)
Interest income	–	0.3	0.3
Interest expense	(0.6)	(13.7)	(14.3)
Net retirement benefit obligation finance expense	–	(2.3)	(2.3)
Net finance expense	(0.6)	(15.7)	(16.3)
Profit/(Loss) before taxation	11.2	(33.6)	(22.4)
Capital expenditure on property, plant and equipment
(excluding grants received)	(10.6)	–	(10.6)
Capital expenditure on intangible assets	(3.7)	–	(3.7)
Depreciation of property, plant and equipment
and right-of-use assets	(9.4)	(1.0)	(10.4)
Amortisation of intangible assets	(1.1)	–	(1.1)

			Total of
			Continuing
			operations
	Currency	Unallocated	Restated 1
FY24	£m	£m	£m
Total revenue from contracts with customers	207.1	–	207.1
Less: inter-segment revenue	–	–	–
Revenue from contracts with customers	207.1	–	207.1
Cost of sales	(160.5)	–	(160.5)
Gross profit	46.6	–	46.6
Adjusted operating expenses	(40.9)	–	(40.9)
Other operating income	0.7	–	0.7
Adjusted operating profit	6.4	–	6.4
Adjusted items:
– Net exceptionals	(7.4)	(6.1)	(13.5)
Operating loss	(1.0)	(6.1)	(7.1)
Interest income	–	0.5	0.5
Interest expense	(0.7)	(18.5)	(19.2)
Net retirement benefit obligation finance income	–	(2.5)	(2.5)
Net finance expense	(0.7)	(20.5)	(21.2)
Loss before taxation	(1.7)	(26.6)	(28.3)
Capital expenditure on property, plant and equipment
(excluding grants received)	(7.8)	(0.4)	(8.2)
Capital expenditure on intangible assets	(1.2)	(0.1)	(1.3)
Impairment of property, plant and equipment	(4.5)	–	(4.5)
Depreciation of property, plant and equipment and right-of-use
assets	(9.8)	(0.9)	(10.7)
Amortisation of intangible assets	(1.2)	(0.1)	(1.3)

Note:

1 The segmental analysis has been re-presented to exclude discontinued operations arising from the intended disposal

of the Authentication division .

Notes to the accounts

110 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

1 Segmental analysis continued

				Total of		Total of
				Continuing		Continuing
	Currency	Authentication	Unallocated	operations	Held for Sale	operations
	£m	£m	£m	£m	£m	£m
FY25
Segmental assets	195.6	–	53.6	249.2	97.9	347.1
Segmental liabilities	(103.1)	–	(238.5)	(341.6)	(18.2)	(359.8)
FY24
Segmental assets	155.3	83.3	55.7	294.3	–	294.3
Segmental liabilities	(70.0)	(15.0)	(206.7)	(291.7)	–	(291.7)

Authentication assets and liabilities are those classified as held for sale at period end.

Unallocated assets principally comprise deferred tax assets of £0.1m (FY24: £0.1m), cash and cash

equivalents of £31.3m (FY24: £29.3m), derivative financial instrument assets of £1.2m (FY24: £0.7m),

centrally managed property, plant and equipment of £9.1m (FY24: £17.5m), and centrally managed

right-of-use assets of £2.9m (FY24: £3.1m), as well as current tax assets, and amounts due

from associates.

Unallocated liabilities principally comprise retirement benefit obligations of £43.7m (FY24: £51.6m),

borrowings of £149.0m (FY24: £117.2m), current tax liabilities of £19.5m (FY24: £20.4m), derivative

financial instrument liabilities of £3.3m (FY24: £3.3m), lease liabilities of £3.7m (FY24: £3.9m)

as well as deferred tax liabilities and centrally held accruals and provisions.

Geographic analysis of non-current assets

	2025	2024
	£m	£m
UK	56.2	88.0
Malta	29.8	25.2
USA	–	13.1
Sri Lanka	4.6	6.0
Other countries	0.1	0.5
	90.7	132.8

Note:

1 Deferred tax assets of £0.1m in FY25 (FY24: £0.1m) are excluded from the analysis shown above.

Major customers

The Group has one major customer (FY24: no) from which it derived total revenues in excess

of 10% of Group revenue.

2 Revenue from contracts with customers

Information regarding the Group’s major customers, and a segmental analysis of revenue

is provided in note 1.

Timing of revenue recognition across the Group’s revenue from contracts with customers

is as follows:

		Total of
		Continuing
	Currency	operations
FY25	£m	£m
Timing of revenue recognition:
Point in time	214.6	214.6
Over time	2.9	2.9
Total revenue from contracts with customers	217.5	217.5

		Total of
		Continuing
		operations
	Currency	Restated 1
FY24	£m	£m
Timing of revenue recognition:
Point in time	180.9	180.9
Over time	26.2	26.2
Total revenue from contracts with customers	207.1	207.1

Revenue by customer type

		2024
	2025	Restated 1
	£m	£m
Government contracts	195.1	187.0
Corporate contracts	22.4	20.1
	217.5	207.1

Notes to the accounts continued

111 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

2 Revenue from contracts with customers continued

Geographic analysis of revenue from continuing operations by destination

		2024
	2025	Restated 1
	£m	£m
Middle East and Africa	130.4	117.3
Asia	33.0	24.1
UK	23.6	16.3
The Americas	19.8	22.0
Rest of Europe	9.8	21.4
Rest of world	0.9	6.0
	217.5	207.1

Note:

1 The analysis of revenue has been re-presented to exclude discontinued operations arising from the intended disposal

of the Authentication division.

Contract balances

The contract balances arising from contracts with customers are as follows:

		2025	2024
	Note	£m	£m
Trade receivables	14	51.0	39.6
Provision for impairment	14	(0.1)	(0.6)
Net trade receivables	14	50.9	39.0
Contract assets		5.1	16.7
Contract liabilities	18	–	(0.2)
Payments received on account	18	(43.8)	(23.1)

Trade receivables have increased to £51.0m in FY25 (FY24: £39.6m) reflecting timing of payments

on certain material customer contracts.

The Group applies the simplified approach when measuring the contract assets’ expected credit

losses. The approach uses a lifetime expected credit loss allowance. The expected credit losses

are reviewed annually and the credit loss relating to contract assets is not significant.

Costs to obtain contracts of £nil (FY24: £nil) have been capitalised in the year where the contract

has yet to be won.

Payments on account

	2025	2024
	£m	£m
Balance at the start of the year	23.1	22.7
Additions	85.9	42.8
Revenue recognised	(65.2)	(42.4)
Balance at the end of the year	43.8	23.1

3 Other operating income

	2025	2024
	£m	£m
Other operating income	–	0.7

Other operating income in FY25 of £nil (FY24: £0.7m) relates other miscellaneous income.

Notes to the accounts continued

112 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

4 Operating expenses

Cost of sales relating to inventory 159.5 153.0

Depreciation of property, plant and equipment

Amortisation of intangibles

Impairment of inventories

Depreciation of right-of-use assets

Expenses related to short-term and low-value leases

Research and non-capitalised development expense* (0.8) (0.8)

Employee costs (including Directors’ emoluments)

Share based payments

Note

2025

£m

2024

Restated

£m

10 8.3 8.8

11 1.1 1.3

13 1.8 2.7

24 2.1 1.7

24 0.3 0.3

26 61,1 58.7

22 1.7 1.4

Foreign exchange loss 3.0 1.3

Amounts payable to EY and its associates:

– Audit of these consolidated financial statements 1.1 0.7

– Audit of the financial statements of subsidiaries pursuant to legislation 0.4 0.5

– Non-audit services – 0.2

– Taxation services – –

Notes:

1 The analysis of operating expenses has been re-presented to exclude discontinued operations arising from the intended disposal

of the Authentication division.

2 Excludes depreciation for held for sale of £1.7m (FY24: £2.1m).

3 Excludes amortization for held for sale of £4.6m (FY24: £4.6m).

4 Excludes depreciation for held for sale of £0.3m (FY24 £0.8m).

* Includes £0.7m income in FY25 for RDEC claims (FY24: £0.7m). The Group policy is to net RDEC relating to research and development

against the expense.

5 Exceptional items

Accounting policies

Exceptional items are disclosed separately in the financial statements to provide readers with

an increased insight into the underlying performance of the Group.

						Non-
			Non-	2024	Cash	cash
	2025	Cash	cash	Restated	Restated	Restated
	£m	£m	£m	£m	£m	£m
Site relocations and restructuring costs	2.3	2.4	(0.1)	8.3	3.6	4.7
Pension underpin costs	0.2	0.2	–	0.3	0.3	–
Costs associated with pension deferment
and banking refinancing	–	–	–	5.4	5.1	0.3
Divestiture costs	17.3	11.1	6.2	–	–	–
	19.8	13.7	6.1	14.0	9.0	5.0
(Reversal)/recognition of expected credit
loss provision on other financial assets	(1.9)	(2.1)	0.2	(0.5)	(0.3)	(0.2)
Total exceptional items	17.9	11.6	6.3	13.5	8.7	4.8
Tax credit on exceptional items	(0.2)			(5.2)
Net exceptionals	17.7			8.3

Site relocation and restructuring costs

Site relocation and restructuring costs in FY25 of £2.3m (FY24: £8.3m) included the following:

– The recognition of £1.0m (FY24: £0.2m) of restructuring charges related to the cessation of

banknote production at our Gateshead facility primarily relating to the costs of relocating

assets to Malta. This relocation of assets is expected to be completed in FY26 as the Group

continues its expansion of the manufacturing facilities in Malta and the Group works towards

exiting from the Gateshead facility. In addition, £1.3m (FY24: £0.2m) of costs net of grant income

received of £0.3m (FY24: £0.1m), were incurred in Malta for ongoing labour, assembly,

transportation and shipping cost in relation to relocation of assets following the clearance

of the Gateshead site in the UK.

– A £nil (FY24: £3.3m) charge for redundancy and legal fees were made in relation to restructuring

initiatives in Currency £nil (FY24: £2.8m), and Central enabling functions £nil (FY24: £0.5m) in

order to right-size the divisions for future operations.

– In FY25, impairment charges of £nil (FY24: £3.4m) were made in relation to plant and machinery

and £nil (FY24: £1.1m) in Assets under construction. A review was carried out of assets held by

the Currency division and as a result £nil (FY24: 4.5m) of assets were identified for impairment,

mostly relating to assets that were originally to be utilised in another location where there is

no longer the demand.

Notes to the accounts continued

113 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

5 Exceptional items continued

Pension underpin costs

Pension underpin costs of £0.2m (FY24: £0.3m) relate to legal fees, net of amounts recovered,

incurred in the rectification of certain discrepancies identified in the Scheme’s rules. The Directors

do not consider this to have an impact on the UK defined benefit pension liability at the current

time, but they continue to assess this.

Costs associated with pension payment deferment and banking refinancing

Costs associated with pension payment deferment and the banking refinancing amounted to £nil

(FY24: £5.4m) in the period.

Pension payment deferment

On 3 April 2023, the Company and the Trustee agreed to defer the deficit reduction contribution

due under the previous Recovery Plan, payable on 5 April 2023, to 26 May 2023. Subsequently,

on 25 May 2023 the Company and the Trustee agreed to defer the deficit contribution due on

26 May 2023 to 5 July 2023. In June 2023, the Company and the Trustee agreed to defer all the

deficit reduction contributions due to recommence from 5 April 2024 and a new Recovery Plan

has been agreed between the Company and the Trustee. The legal and professional advisor costs

associated with this pension payment deferment were £nil (FY24: £1.3m).

An actuarial valuation of the Scheme has been undertaken as at 30 September 2023. This was

required by the Trustee to support the Company’s renegotiation of the funding arrangements.

This was not a normal cycle valuation and therefore the costs associated with this have been

recorded as exceptional items due to their nature and size.

The new valuation showed a Scheme deficit of £78m. As a result of this new valuation, on

18 December 2023, the Company and the Scheme Trustee agreed a new schedule to fund the

deficit. The funding moratorium until July 2024 as previously agreed will be retained, with the only

payment being £2.5m due on a repayment event such as either on the repayment of the RCF or

when the RCF is wholly refinances or the end of the current RCF facility in July 2025. This will be

followed by deficit repair contributions from the Company of £8m per annum to the end of FY27,

followed by higher contributions that at no time exceed £16m per annum and which run until

December 2030 or until the Scheme becomes fully funded.

Refer to the disclosure notes 25 in relation to the Memorandum of Understanding with

the Pension Trustee.

Refer note 32(a) for the deficit repair contribution made post year end from the proceeds

of the sales of Authentication division.

Divestiture Costs

The Board reviewed the Group’s core strategic strengths to determine the most effective ways to

enhance the intrinsic value of the business, ensuring benefits for all stakeholders. The related cost

of the strategic review in FY25, amounting to £17.3m, included the following:

– A £6.7m charge was incurred for advisory and legal fees, salary costs, and employee expenses

related to investigating potential options for optimizing the value of the business.

– The recognition of £3.5m in finance and legal advisory expenses related to vendor due diligence

for the Currency division and the remaining group.

– On 15 October 2024, the Group announced a definitive agreement to sell the Authentication

division to Crane NXT, Co (“Crane NXT”) and its related entities for a cash consideration

representing an enterprise value of £300m. An expenditure of £1.8m was incurred to separate

the Authentication business from the remaining De La Rue Group. This excluded a £0.4m

charge incurred by the Authentication business (note 9).

– A £3.2m charge for the physical separation of the Authentication business from the Currency

business at the Malta site, enabling each to operate autonomously and providing the Group

with the flexibility to sell the Authentication division. This includes decommissioning, relocation

and installation plant and machinery, construction and finishing of working area.

– An exceptional charge of £2.1m was incurred in FY25 for work with the Pension Trustee and

pension advisors following the proposed sale of the Authentication division to Crane NXT,

including £1.4m related to the sale and £0.7m for due diligence on the proposed sale.

(Reversal)/recognition of expected credit loss provision on other financial

Other financial assets comprise securities interests held in the Portals International Limited group

which were received as part of the consideration for the paper disposal in 2018. In accordance

with IFRS 9, management assessed the recoverability of the carrying value on the balance sheet

and recorded an expected credit loss provision in relation to the original principal value and

interest receivable. This was recorded in exceptional items in FY23, consistent with the original

recognition as part of the loss on disposal. The amount presented on the balance sheet within

other financial assets as at 30 March 2025 of £nil (25 March 2024: £nil) included the original

principal received and accrued interest amounts, fully offset by the expected credit loss provision.

On 19 June 2024, the Company received notice that Portals International Limited were to repay

an amount of £104,245 (which comprised the principal amount of £85,801 and accrued interest of

£18,144) on 24 June 2024. This was part of the £899,138 loan notes issued by Portals in November

2021. This was unexpected. A credit of £0.1m was recognised in exceptionals as this is an adjusting

post balance sheet event under IAS 10 “Events after the reporting period”.

Notes to the accounts continued

114 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

5 Exceptional items continued

On 19 June 2024, the Company also received notice that Portals Finance Limited were to repay

an amount of £147,887 (which comprised the principal amount of £81,537 and accrued interest

of £66,350) on 24 June 2024. This was part of the £32,000,000 loan notes issued by Portals

in March 2018. This was unexpected. A credit of £0.1m was recognised in exceptionals in FY24

as this is an adjusting post balance sheet event under IAS 10 “Events after the reporting period”.

During FY25, the company received cash totalling £2.1m, which included repayment amounts

of £104,245 and £147,887 detailed above. The amount of £1.9m posted as a credit in the income

statement, was unexpectedly received due to the completion of a sale of land by Portals and was

recognised as a reversal of the expected credit loss provision relating to our financial assets.

Management has assessed that no further amounts are expected to be received and hence

no change has been made to the expected credit loss.

Taxation relating to exceptional items

The overall tax credit relating to continuing exceptional items arising in the period was £0.2m

(FY24: tax credit £5.2m), and relates to the following items:

– £0.1m credit for the release of other uncertain tax positions no longer considered necessary.

– £0.1m credit for the tax relief on exceptional costs before tax, at broadly 25%.

6 Interest income and expense

Accounting policies

Interest income/expense is accrued on a time basis, by reference to the principal outstanding and

at the effective interest rate applicable, which is the rate that exactly discounts estimated future

cash flows through the expected life of the financial asset/liability to the net carrying amount

of that asset/liability.

	2025	2024
	£m	£m
Recognised in the income statement
Interest income:
– Other interest	0.3	0.5
Total interest income	0.3	0.5
Interest expense:
– Interest on bank loans	(12.0)	(12.3)
– Other, including amortisation of finance arrangement fees	(5.0)	(3.7)
– Net gain/(loss) on debt modification	3.3	(2.7)
– Interest on lease liabilities (note 24)	(0.6)	(0.5)
Total interest expense	(14.3)	(19.2)
Retirement benefit obligation finance (expense) (note 25)	(2.3)	(2.5)
Net finance expense	(16.3)	(21.2)

All finance income and expense arise in respect of assets and liabilities not restated to fair value

through the income statement.

Notes to the accounts continued

115 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

6 Interest income and expense continued

Net loss on debt modification

The Company entered into a number of documents which had the effect of amending and restating

the terms of the revolving facility agreement with its lending banks and their agents. This change

in existing banking facilities is treated as a non-substantial modification under IFRS 9 “Financial

Instruments”, as the refinancing did not result in an extinguishment of debt. The difference

between the amortised cost carrying amount of the previous terms of the facility and the present

value of the updated terms of the facility, discounted using the effective interest rate, resulted in

a modification loss.

On 18 December 2023, the Group entered into a new agreement with its banking syndicate

to extend its banking facilities to July 2025. From this date the Group will have bank facilities of

£235m including an RCF cash drawn component of up to £160m (a reduction of £15m) and bond

and guarantee facilities of a maximum of £75m. Covenant tests will continue to apply to the

facilities, other than the liquidity covenant where the minimum headroom is now defined as

“available cash and undrawn RCF greater than or equal to £10m”, to reflect the £15m reduction in

RCF. In addition, an arrangement fee was due, equal to 1% of the facility, which will reduce to 0.5%

if the facility is refinanced before 30 June 2024. This change in existing banking facilities is treated

as a non-substantial modification under IFRS 9 “Financial Instruments”, as the refinancing did not

result in an extinguishment of debt. The difference between the amortised cost carrying amount

of the previous terms of the facility and the present value of the updated terms of the facility,

discounted using the effective interest rate, resulted in a modification loss.

The net gain on debt modification of £3.3m is due to unwinding of prior year modification losses

recognized. In FY24, the net of loss of £2.7m was recognised due to the debt modification.

Retirement benefit obligation finance (expense)/income

The retirement benefit obligation finance income/expense is calculated under IAS 19 “Employee

Benefits” and represents the difference between the interest on pension liabilities and assets.

The loss in FY25 of £2.3m (FY24: loss £2.5m) was due to the opening pension valuation on an

IAS 19 basis as at 30 March 2024 being a deficit of £51.6m (25 March 2023: deficit of £54.7m).

7 Taxation

Accounting policies

The tax expense included in the income statement comprises current and deferred tax. Current

tax is the expected tax payable on the taxable income for the year, including adjustments in

respect of prior periods, using tax rates enacted or substantively enacted by the balance sheet

date. Tax is recognised in the income statement except to the extent that it relates to items

recognised directly in equity, in which case it is recognised in equity.

Deferred tax is provided on temporary differences arising between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred

tax is measured using tax rates that have been enacted or substantively enacted by the balance

sheet date and that are expected to apply when the asset is realised, or the liability is settled.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred

tax assets are recognised to the extent that it is probable that future taxable profits will be

available against which the temporary difference can be utilised. Such assets and liabilities are

not recognised if the temporary difference arises from goodwill not deductible for tax purposes

or result from the initial recognition (other than in a business combination) of other assets and

liabilities in a transaction that affects neither the taxable profit nor the accounting profit, except

for transactions giving rise to equal taxable and deductible temporary differences including

temporary differences associated with right-of-use assets and lease liabilities. In respect of

right-of-use lease assets and liabilities, in jurisdictions where the entity receives a tax deduction

when it makes lease payments the tax deductions have been attributed to the lease liability as

they relate to settling a liability rather than acquiring an asset.

Deferred tax is provided on temporary differences arising on investments in subsidiaries,

associates and joint ventures, except where the Group is able to control the timing of the reversal

of the temporary difference and it is probable that the temporary difference will not reverse in the

foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced

to the extent that it is no longer probable that sufficient taxable profits will be available to allow

all or part of the asset to be recovered.

Deferred tax assets and deferred tax liabilities are only offset to the extent that there is a legally

enforceable right to offset current tax assets and current tax liabilities, they relate to taxes levied

by the same taxation authority and the Group intends to settle its current tax assets and liabilities

on a net basis or to realise an asset and settle a liability simultaneously.

Notes to the accounts continued

116 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

7 Taxation continued

De La Rue has extensive international operations and is subject to various legal and regulatory

regimes, including those covering taxation matters from which, in the ordinary course of business,

uncertainty over the tax treatment can arise. De La Rue assesses whether it is probable or not the

tax authority will accept the tax treatment; if probable that the treatment will be accepted then

the potential tax effect of the uncertainty is a tax-related contingency. If it is not probable of

being accepted, the most likely amount or the expected value is recognised. There are some tax

assessments where a provision has been made on the basis of a combination of advice received

and management judgement. The amount provided may be less than the headline figures on

assessments received from a tax authority and reflect an estimate of a more likely outcome on

the basis of current communications with the tax authority. In the possible event that there was

an adverse outcome to any dispute this could result in a material outflow.

		2024
	2025	Restated
	£m	£m
Current tax
UK corporation tax:
– Current tax	0.7	0.7
– Adjustment in respect of prior years	0.5	0.3
	1.2	1.0
Overseas tax charges:
– Current year	3.2	(0.8)
– Adjustment in respect of prior years	(1.4)	(0.2)
	1.6	(1.0)
Total current income tax charge	2.8	–
Deferred tax:
– Origination and reversal of temporary differences, UK	1.2	4.2
– Origination and reversal of temporary differences, overseas	0.1	(0.5)
Total deferred tax charge (note 17)	1.3	3.7
Total income tax charge in the consolidated income statement	4.1	3.7
Tax on continuing operations attributable to:
– Operating activities	4.6	9.6
– Exceptional items (note 5)	(0.2)	(5.1)
Continuing operations	4.4	4.5
Discontinued operations	(0.3)	(0.8)
Total	4.1	3.7

	2025	2024
	£m	£m
Consolidated statement of comprehensive income:
– On remeasurement of net defined benefit liability	1.0	1.3
Income tax charge/(credit) reported within other comprehensive income	1.0	1.3

Notes to the accounts continued

117 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

7 Taxation continued

The tax on the Group’s consolidated loss before tax differs from the UK tax rate of 25% as follows:

			2025				2024
	Continuing operations				Continuing operations
	Before				Before
	exceptional	Exceptional	Discontinued		exceptional	Exceptional	Discontinued
	items	items	operations	Total	items	items	operations	To tal
	£m	£m	£m	£m	£m	£m	£m	£m
Profit/(loss) before tax	(4.4)	(17.9)	10.0	(12.3)	(14.7)	(13.5)	12.8	( 15 .4)
Tax calculated at UK tax rate of 25% (FY24: 25.0%)	(1.1)	(4.5)	2.5	(3.1)	(3.7)	(3.4)	3.2	( 3.9)
Effects of overseas taxation	0.5	0.1	0.8	1.4	0.7	–	–	0.7
Charges/(credits) not allowable/taxable for tax purposes	2.0	4.3	(1.9)	4.4	2.5	–	(4.0)	( 1.5)
Changes in uncertain tax provisions	(1.3)	(0.1)	–	(1.4)	(1.3)	(2.5)	–	( 3.8)
Movement in unrecognised deferred tax assets	4.1	–	(1.7)	2.4	11.6	0.6	–	1 2.2
Adjustments in respect of prior years	0.4	–	–	0.4	(0.2)	0.2	–	–
Tax charge/(credit)	4,6	(0.2)	(0.3)	4.1	9.6	(5.1)	(0.8)	3.7

The Group is subject to income taxes in numerous jurisdictions and significant judgement is

required in determining the worldwide provision for those taxes. The level of current and deferred

tax recognised is dependent on subjective judgements as to the outcome of decisions to be

made by the tax authorities in the various tax jurisdictions around the world in which the Group

operates. It is necessary to consider which deferred tax assets should be recognised based

on an assessment of the extent to which they are regarded as recoverable, which involves

assessment of the future trading prospects of individual statutory entities.

The actual outcome may vary from that anticipated. Where the final tax outcomes differ from the

amounts initially recorded, there will be impacts upon income tax and deferred tax provisions and

on the Income Statement in the period in which such determination is made.

The Group has current tax provisions recorded within current tax liabilities, in respect of uncertai n

tax positions. In accordance with IFRIC 23, tax provisions are recognised for uncertain tax positio ns

where it is considered probable that the position in the filed tax return will not be sustained and

there will be a future outflow of funds to a taxing authority. Tax provisions are measured either

based on the most likely amount (the single most likely amount in a range of possible outcomes)

or the expected value (the sum of the probability weighted amounts in a range of possible

outcomes) depending on management’s judgement on how the uncertainty may be resolved.

The Group is disputing tax assessments received from the tax authorities of some countries

in which the Group operates. The disputed tax assessments are at various stages in the appeal

processes, but the Group believes it has a supportable and defendable position (based upon loc al

accounting and legal advice), and is appealing previous judgments and communicating with the

relevant tax authority. The Group’s expected outcome of the disputed tax assessments is held

within the relevant provisions in the 2025 financial statements.

The uncertain tax positions credit of £1.4m (FY24: £3.8m credit) includes £0.1m within exceptiona l

tax items related to favourable movements in exchange rates for other provisions rather than a

change to the underlying provided amounts. The remaining uncertain tax position credit of £1.3m

relates to the release of tax provisions no longer considered necessary to retain based on a

reassessment of the risk. The remaining provision for uncertain tax positions total £17.0m

(FY24: £18.4m) and is contained within current tax liabilities.

Notes to the accounts continued

118 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

8 Earnings per share

Accounting policies

Basic earnings per share (“EPS”) is calculated by dividing the profit attributable to equity

shareholders by the weighted average number of ordinary shares outstanding during the year,

excluding those held in the employee share trust which are treated as treasury shares.

For diluted EPS, the weighted average number of ordinary shares in issue is adjusted for the impact

of the dilutive effect of share options.

The Directors are of the opinion that the publication of the adjusted EPS, before exceptional items,

is useful to readers of the accounts as it gives an indication of underlying business performance.

	2025	2024
	pence	pence
Earnings per share	per share	per share
Basic EPS – continuing operations	(14.3)	(19.7)
Basic EPS – discontinued operations	4.7	9.5
Basic EPS – Total	(9.6)	(10.2)
Diluted EPS – continuing operations 1	(14.3)	(19.7)
Diluted EPS – discontinued operations	4.7	9.5
Diluted EPS – Total	(9.6)	(10.2)
Adjusted EPS
Basic EPS – total	0.1	(5.3)
Diluted EPS –total	0.1	(5.3)
Number of shares (m)
Weighted average number of shares	196.2	195.7
Dilutive effect of shares	0.4	0.2
	196.6	195.9

Note:

1 The Group reported a loss from continuing operations attributable to the ordinary equity shareholders of the Company for FY24.

The Diluted EPS is reported as equal to Basic EPS; no account can be taken of the effect of dilutive securities under IAS 33 .

Reconciliations of the earnings used in the calculations are set out below:

		Continuing	Discontinued		Continuing	Discontinued
		Operations	Operations	Total	Operations	Operations
		2025	2025	2025	2024	2024	Total
	Note	£m	£m	£m	£m	£m	2024
Loss for basic EPS		(24.8)	8.1	(16.7)	(38.6)	18.6	(20.0)
Add: amortisation of acquired intangibles	11	–	0.7	0.7	–	1.0	1.0
Less: Tax on amortisation for acquired intangibles		–	(0.2)	(0.2)	–	(0.3)	(0.3)
Add: exceptional
items (excluding
non-controlling interests)	5	17.9	0.4	18.3	13.5	0.7	14.2
Less: tax on exceptional items	7	(0.2)	–	(0.2)	(5.2)	–	(5.2)
Loss for adjusted EPS		(7.1)	9.0	1.9	(30.3)	20.0	(10.3)

9 Discontinued operations

On 15 October 2024, De La Rue plc publicly announced that its wholly owned subsidiary, De La Rue

Holdings, had entered into a definitive agreement for the sale of the Group’s Authentication Division

to Crane NXT, Co for cash consideration of £300m. The transaction was to be implemented under

a put and call option arrangement, whereby completion of the transaction was subject to a

number of conditions.

On 7 April 2025, De La Rue publicly announced that all conditions to the exercise of the options

granted under the agreement had been satisfied or waived. As a result, De La Rue Holdings

and Crane NXT had entered into the share purchase agreement relating to the sale of the

Authentication division. The sale of the Authentication division was completed on 1 May 2025.

The business activity of the Group’s Authentication division during the period was therefore

considered to be Discontinued Operations. During FY25, the Authentication division consisted of

the trading activity of 11 legal entities within the De La Rue group. In addition, from the start of FY25

up to the end of January 2025 the Authentication division traded through De La Rue International

Limited and De La Rue Currency & Security Print Limited. Both of these two entities were not

disposed of as part of the transaction with Crane NXT, and also had trade unrelated to the

Authentication division which is not included in the note below. The Group conducted certain

reorganisation transactions within its subsidiaries to facilitate the sale.

Notes to the accounts continued

119 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

9 Discontinued operations continued

Financial performance and cash flow information for discontinued operations:

	2025	2024
	£m	£m
Revenue from customer contracts	96.2	103.2
Cost of sales	(60.9)	(63.7)
Gross Profit	35.3	39.5
Adjusted operating expenses	(24.2)	(24.7)
Adjusted operating profit	11.1	14.8
Adjusted Items 1 :
– Amortisation of acquired intangibles	(0.7)	(1.0)
– Net exceptional items – others (note 5)	(0.4)	(0.8)
Total adjusted items	(1.1)	(1.8)
Operating profit	10.0	13.0
Interest expense	(0.1)	–
Net finance expense	(0.1)	–
Profit before taxation from discontinued operations	9.9	13.0
Taxation	0.3	0.7
Profit after taxation for the year from discontinued operations	10.2	13.7
Profit per share from discontinued operations (pence per share)
Basic profit per share (pence per share)	4.7	9.5
Diluted profit per share (pence per share)	4.7	9.5
Cash flows from/(used in) discontinued operations
Net cash flows from operating activities	13.5	16.7
Net cash flows from investing activities	(1.8)	(2.6)
Net cash flows from financing activities	(1.0)	(0.7)
Net increase in cash generated by discontinued operations	10.7	13.4

Note:

1 For adjusting Items, the cash flow Impact of exceptional Items can be found in note 5 and there was no cash flow impact

for the amortisation of acquired Intangible assets .

10 Property, plant and equipment

Accounting policies

Property, plant and equipment are stated at cost, less accumulated depreciation and any

accumulated provision for impairment in value. Assets in the course of construction are included

in property, plant and equipment on the basis of expenditure incurred at the balance sheet date.

Costs of major maintenance activities are capitalised and depreciated over the estimated useful

life for the asset. Government grants are recognised where there is reasonable assurance that the

grant will be received, and all attached conditions will be complied with. The grant reduces the

carrying amount of the asset and then is recognised in profit or loss over the useful life of the

depreciable asset by way of a reduced depreciation charge.

No depreciation is provided on freehold land. Building improvements are depreciated over their

estimated useful economic lives of 50 years. Other leasehold interests are depreciated over the

lease term.

Plant and machinery are depreciated on a straight-line method over their estimated useful lives

which typically range from 10 to 20 years. Fixtures and fittings and motor vehicles are depreciated

on a straight-line method over their estimated useful lives which typically range from two to 15 years.

No depreciation is provided for assets in the course of construction until they are ready for use.

Depreciation methods, residual values and useful lives are reviewed at least at each financial year

end, taking into account commercial and technical obsolescence as well as normal wear and tear,

provision being made where the carrying value exceeds the recoverable amount.

Notes to the accounts continued

120 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

10 Property, plant and equipment continued

			Fixtures and
			fittings and
	Land and	Plant and	motor	In course of
	buildings	machinery	vehicles	construction	Total
	£m	£m	£m	£m	£m
Cost
At 25 March 2023	52.2	226.6	32.1	18.3	329.2
Exchange differences	(0.1)	(1.8)	(0.1)	(0.5)	(2.5)
Additions 1	–	(8.4)	0.1	12.4	4.1
Reclassifications and transfers	–	7.2	1.2	(8.0)	0.4
Disposals	–	(0.8)	–	–	(0.8)
At 30 March 2024	52.1	222.8			330.4
Exchange differences	(0.1)	(1.8)	(0.1)	(0.5)	(2.5)
Additions 1	–	(2.4)	0.1	10.9	8.6
Reclassifications and transfers	–	6.1	(0.6)	(5.5)	–
Disposals	(3.5)	(20.8)	(5.2)	(2.4)	(31.9)
Reclassified as held for sale	(1.0)	(25.2)	(1.9)	(7.3)	(35.4)
At 29 March 2025	47.5	178.7	25.6	17.4	269.1
Accumulated depreciation
At 25 March 2023	29.3	180.6	22.2	–	232.1
Exchange differences	(0.1)	(1.7)	(0.1)	–	(1.9)
Depreciation charge for the year	0.9	8.0	2.0	–	10.9
Disposals	–	(0.6)	–	–	(0.6)
Impairments 2	–	3.4	–	1.1	4.5
At 30 March 2024	30.1	189.7	24.1	1.1	245.0
Exchange differences	(0.1)	(1.7)	(0.2)	–	(2.0)
Depreciation charge for the year	0.4	8.1	1.5	–	10.0
Disposals	(3.5)	(20.4)	(5.3)	–	(29.2)
Reclassifications and transfers	–	0.3	(0.3)	–	–
Reclassified as held for sale	(0.2)	(16.0)	(1.3)	–	(17.5)
At 29 March 2025	26.7	160.0	18.5	1.1	206.3
Net book value at 29 March 2025	20.8	18.7	7.1	16.3	62.9
Net book value at 30 March 2024	22.0	33.1	9.2	21.1	85.4

Notes:

1 During the year £2.8m (FY24: £8.5m) of government grants were received by the Group in cash for the purchase of certain items

of property, plant and equipment, which is offset against the plant and machinery additions of £0.4m (FY24: £0.1m). The following

conditions are attached to these grants:

– Malta Phase 1 – to retain an average employment level of 250 workers for a period of 8 years and retain qualifying investment project

for a minimum of 8 years. The investment project began on 1 September 2015, therefore ended in September 2023.

– Malta Phase 2 – A further investment project commenced on 9 September 2021 linked to adding a further 100 employees within

4 years of 1 December 2020 and covering a further 8 years of funding.

2 Impairments in FY24 of £4.5m in plant and machinery related assets held in the Currency division that were originally to be utilised

in other locations where there is no longer the demand (note 4).

Notes to the accounts continued

121 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

Intellectual property recorded on the balance sheet relates to the acquisition of De La Rue

Authentication Solutions Inc. and is amortised over its expected life of 10 years. Customer

relationships, relating to those acquired in the acquisition of De La Rue Authentication Solutions

Inc. are amortised over their expected lives of 10 to 15 years. Trade names relating to the

acquisition of De La Rue Authentication Solutions Inc. are amortised over their expected lives of

15 years. Intellectual property is classified as held for sale and amortisation ceased from the point

assets were classified as held for sale (18th February 2025).

Assets in course of construction relates to internally generated software which is not yet

completed.

Goodwill

Goodwill relates to the acquisition in FY17 of De La Rue Authentication Inc. (previously DuPont

Authentication Inc). The goodwill has been tested for impairment during the year as IAS 36

“Impairment of Assets” requires annual testing for assets with an indefinite life. For the purposes

of impairment testing the Cash Generating Unit (“CGU”) for the goodwill has been determined

as the De La Rue Authentication entities in the US.

The FY25 impairment test calculated the recoverable amount using the fair value less costs

to sell approach as it was considered to provide a higher amount than the value in use approach.

Fair value less costs to sell is the arm’s length sale price between knowledgeable willing parties

less costs of disposal. Fair value represents Level 3 in the FV hierarchy.

The fair value less costs of disposal for the CGU relating to De La Rue Authentication Inc. was

derived from a percentage of the sale price agreed for the Authentication Division as a whole,

consisting of 11 entities, with Crane NXT, which is considered to be at arm’s length. To determine

the percentage, management analysed the contribution of the CGU to total Authentication

division’s EBITDA for FY24 (actual).

The recoverable amount at the testing date was significantly in excess of the carrying value

at 29 March 2025.

The key assumptions supporting the recoverable amount include valuation of the Authentication

division as a whole, along with the budgeted revenue, EBITDA and Adjusted operating profit

contributions of the CGU (expressed as a percentage of the total). There are no reasonable

possible changes in these key assumptions that would cause the recoverable amount to fall below

the carrying amount of the CGU. A decrease in the fair value of the CGU of 5% would result in a

reduction of the headroom of 11% and would not result in an impairment.

11 Intangible assets

Accounting policies

Impairment of intangible assets

Intangible assets that are subject to amortisation are reviewed for impairment whenever events

or circumstances indicate that the carrying value may not be recoverable. In addition, goodwill

is tested at least annually for impairment. Impairment tests are performed for all Cash Generating

Units (“CGU”s) to which goodwill has been allocated at the balance sheet date or whenever there

is indication of impairment. For the sensitivity information in impairment of goodwill, refer to

Accounting policies – “C Other long-term estimation uncertainties”.

An impairment loss is recognised immediately in the income statement for the amount by which

the asset’s carrying value exceeds its recoverable amount, the latter being the higher of the asset’s

fair value less costs to sell and value in use. 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.

In testing intangible assets for impairment, a number of assumptions must be made when calculating

future cash flows. These assumptions include growth in customer numbers, market size and sales

prices and volumes, all of which will determine the future cash flows.

Other information

Intangible assets purchased separately, such as software licences that do not form an integral part

of related hardware, are capitalised at cost less accumulated amortisation and impairment losses.

Software intangibles are amortised on a straight-line basis over the shorter of their useful

economic life or their licence period at rates which vary between three and five years.

Expenditure incurred in the development of products or enhancements to existing product ranges

is capitalised as an intangible asset if the recognition criteria in IAS 38 ‘Intangible Assets’ have been

met. Development costs not meeting these criteria are expensed in the income statement as

incurred. Capitalised development costs are amortised on a straight-line basis over their estimated

useful economic lives, which vary between five and ten years, once the product or enhancement

is available for use. Product research costs are written off as incurred.

Intangible assets purchased through a business combination are recognised separately from

goodwill and are initially recognised at their fair value at the acquisition date (which is regarded

as their cost). Subsequent to initial acquisition, intangible assets acquired through a business

combination are reported at cost less accumulated amortisation and impairment losses.

Notes to the accounts continued

122 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

11 Intangible assets continued
		Development	Software	Intellectual	Customer	Trade	In course of
	Goodwill	costs	assets	property	relationships	names	construction	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 25 March 2023	9.2	27.6	18.7	3.9	4.6	0.2	10.9	75.1
Exchange differences	(0.3)	(0.1)	(0.1)	(0.2)	(0.1)	–	–	(0.8)
Additions	–	–	0.1	–	–	–	4.5	4.6
Reclassifications and transfers to Property, plant and equipment	–	0.9	5.1	–	–	–	(6.4)	(0.4)
At 30 March 2024	8.9	28.4	23.8	3.7	4.5	0.2	9.0	78.5
Exchange differences	(0.2)	–	–	(0.1)	(0.1)	–	–	(0.4)
Additions	–	–	0.2	–	–	–	4.7	5.0
Disposals	–	(1.5)	(4.0)	–	–	–	–	(5.5)
Reclassifications and transfers	–	0.5	5.3	–	–	–	(5.8)	–
Reclassified as held for sale	(8.7)	(9.6)	(20.3)	(3.6)	(4.4)	(0.2)	(2.0)	(48.8)
At 29 March 2025	–	17.8	5.0	–	–	–	5.9	28.7
Accumulated amortisation
At 25 March 2023	–	18.2	11.8	2.9	2.8	0.1	–	35.8
Exchange differences	–		(0.1)	(0.2)	(0.1)	–	–	(0.4)
Amortisation for the year	–	2.2	2.7	0.6	0.4	–	–	5.9
At 30 March 2024	–	20.4	14.4	3.3	3.1	0.1	–	41.3
Exchange differences	–	–	–	(0.1)	–	–	–	(0.1)
Amortisation for the year	–	2.1	2.9	0.4	0.3	–	–	5.7
Disposals	–	(1.6)	(3.9)	–	–	–	–	(5.5)
Reclassifications and transfers	–	–	–	–	–	–	–	–
Reclassified as held for sale	–	(5.0)	(8.8)	(3.6)	(3.4)	(0.1)	–	(20.9)
At 29 March 2025	–	15.9	4.6	–	–	–	–	20.5
Net book value at 29 March 2025	–	1.9	0.5	–	–	–	5.8	8.2
Carrying value at 30 March 2024	8.9	8.0	9.4	0.4	1.4	0.1	9.0	37.2

Notes to the accounts continued

123 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

12 Assets held for sale

On 15th of October 2024, De La Rue plc publicly announced that its wholly owned subsidiary,

De La Rue Holdings, had entered into a definitive agreement for the sale of the Group’s

Authentication Division to Crane NXT, Co for cash consideration of £300m. The transaction was to

be implemented under a put and call option arrangement, whereby completion of the transaction

was subject to a number of conditions.

Management’s assessment is that sale of the Authentication Division is dependent on successful

novation of key customer contracts and the completion of certain group reorganisation transactions.

Management has determined that the Authentication Division met the IFRS 5 held for sale criteria

on 18 February 2025. At this date, the sale became highly probable with the successful novation

of the Kingdom of Saudi Arabia’s contract and relevant reorganisation transactions were complete

such that the division was available for immediate sale in its present condition. The sale of the

Authentication division was completed on 1 May 2025.

Therefore at 29 March 2025, the assets and liabilities of the Authentication division was

considered to be held for sale. The note below includes the assets and liabilities of the 11 legal

entities within the De La Rue group that were subsequently disposed of after the period end

on 1 May 2025.

The major classes of assets and liabilities of Group’s Authentication division classified as held

for sale as at 29 March 2025 are as follows:

	2025
	Total
	£m
Property, plant and equipment	17.9
Intangible assets	27.9
Right-of-use assets	4.2
Deferred tax assets	0.1
Trade and other receivables	24.8
Contract assets	5.4
Inventories	10.7
Cash and cash equivalents	6.9
Assets classified as held for sale	97.9
Trade and other payables	(11.1)
Current tax liability	(0.3)
Deferred tax liability	(2.8)
Lease liabilities	(3.8)
Provisions for liabilities and charges	(0.2)
Liabilities directly associated with assets classified as held for sale	(18.2)

13 Inventories

Accounting policies

Inventories and work in progress are valued at the lower of cost and net realisable value. Cost is

determined on a weighted average cost basis and comprises directly attributable purchase and

conversion costs, including direct labour and an allocation of production overheads based on

normal operating capacity that have been incurred in bringing those inventories to their present

location and condition. Net realisable value is the estimated selling price less estimated costs

of completion and selling costs.

Valuation of inventory

At any point in time, the Group has significant levels of inventory, including work in progress.

Manufacturing is a complex process and the final product is required to be made to exacting

specifications and tolerance levels. In valuing the work in progress at the balance sheet date,

assessments are made over the normal levels of waste contained within the product based on the

production performance to date and past experience. Any abnormal levels of waste is expensed

as incurred.

In assessing the recoverability of finished stock, assessments are made to validate that inventory

is correctly stated at the lower of cost and net realisable value and that obsolete inventory,

including inventory in excess of requirements, is provided against.

	2025	2024
	£m	£m
Raw materials	16.6	23.5
Work in progress	6.0	11.1
Finished goods	11.1	7.1
	33.7	41.7

Inventory provisions

	2025	2024
	£m	£m
Balance at the beginning of the year	(3.9)	(2.9)
Impairment losses recognised in operating expenses (note 4)	(1.8)	(2.7)
Utilised	1.7	1.7
Transferred to Held for Sale	0.5	–
Balance at the end of the year	(3.5)	(3.9)

The replacement cost of inventories is not materially different from original cost.

Notes to the accounts continued

124 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

14 Trade and other receivables

Accounting policies

Trade receivables that do not contain a significant financing component are recognised at the

transaction price and other receivables are measured at amortised cost. Trade and other receivables

are recognised net of allowance for expected credit loss (“ECL”). The Group calculates an allowance

for potentially uncollectable accounts receivable balances using the ECL model and follows the

simplified approach. The Group has calculated the ECL by segmenting its accounts receivable

balances into different segments representing the risk levels applying to those customer groupings

and thus allowing for the calculation of the ECL by applying the expected loss rate relevant to each

segment. The loss rates applied to each segment are based on the Group historical experience

of credit losses in addition to available knowledge of potential future credit risk based on available

data such as country credit ratings. The Group reviews the account receivable ledger to identify

if there are any collectability issues which might require the recognition of an expected credit loss

allowance (i.e. a specific bad debt provision) in addition to the expected credit loss allowance

calculated based on historical experience. The Group’s policy for managing credit risk is set

out in note 15.

	2025	2024
	£m	£m
Trade receivables	51.0	39.6
Provision for impairment	(0.1)	(0.6)
Net trade receivables	50.9	39.0
Other receivables 1	27.8	27.4
Prepayments	8.1	6.4
	86.8	72.8

Note:

1 Other receivables of £27.8m (FY24: £27.4m) included VAT recoverable of £3.3m (FY24: £3.7m), project work-in-progress costs of £0.1m

(FY24: £2.7m), RDEC of £1.4m (FY24: £2.0m) and deposits for assets under construction of £2.2m (FY24: £2.2m).

The Group has considered the impact of the war in Ukraine on the recoverability of amounts due

from customers in Ukraine, Belarus and Russia. At 29 March 2025 there was £0.1m (FY24: £0.3m)

of current balances due relating to Ukraine covered by existing pledges to settle (all of which has

been settled in April 2025), a £nil (FY24: £nil Russia, £nil Belarus) balance relating to Russia and

Belarus. There is no impact on the Group of the Israel/Hamas conflict as the Group does not trade

here. The Group continued to monitor activities in these areas.

The ageing of trade and other receivables (excluding prepayments and provisions for impairment)

at the reporting date was:

		ECL		ECL
	Gross	allowance	Gross	allowance
	2025	2025	2024	2024
	£m	£m	£m	£m
Not past due	72.0	(0.03)	63.4	(0.2)
Past due 0–30 days	2.4	(0.02)	2.0	(0.1)
Past due 31–120 days	3.6	(0.03)	0.7	–
Past due more than 120 days*	0.8	(0.02)	0.9	(0.3)
	78.8	(0.1)	67.0	(0.6)

Note:

* Of the amounts past due more than 120 days of £0.8m as at 29 March 2025, £0.5m was settled post year-end and therefore excluded

from the ECL allowance calculation.

The provision for impairment in respect of trade receivables is used to record losses unless the

Group is satisfied that no recovery of the amount owing is possible; at that point the amounts

considered irrecoverable are written off against the financial asset directly.

The following expected credit loss rates were applied in the year:

	2025		2024
	Government departments	Private or	Government departments	Private or
	and National banks	publicly	and National banks	publicly
	(for Moody’s sovereign rating	traded	(for Moody’s sovereign rating	traded
	graded as ‘speculative’ only)	organisations	graded as ‘speculative’ only)	organisations
Current not yet due	0.08%	0.25%	0.25%	1%
<6 months overdue	1%	2%	1%	2%
<1 year overdue	5%	50%	5%	50%
<2 years overdue	25%	100%	25%	100%
>2 years overdue	100%	100%	100%	100%

Notes to the accounts continued

125 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

14 Trade and other receivables continued

The movement in the allowance for impairment in respect of trade receivables during the year was

as follows:

	2025	2024
	£m	£m
Balance at beginning of the year	(0.6)	(0.6)
Impairment losses recognised	(0.2)	(0.1)
Utilised	0.6	0.1
Impairment losses reversed	–	–
Transferred to held for sale	0.1	–
Balance at end of the year	(0.1)	(0.6)

15 Financial risk

Financial risk management

The Group’s activities expose it to a variety of financial risks, the most significant of which are

liquidity risk, market risk and credit risk.

The Group’s financial risk management policies are established and reviewed regularly to identify

and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor

risks and adherence to limits. The use of financial derivatives is governed by the Group’s risk

management policies approved by the Board of Directors, which provide written principles on

the use of financial derivatives consistent with the Group’s risk management strategy. The Group’s

treasury department is responsible for the management of these financial risks faced by the Group.

Group treasury identifies, evaluates and in certain cases hedges financial risks in close cooperation

with the Group’s operating units. Group treasury provides written principles for overall financial risk

management as well as policies covering specific areas, such as foreign exchange risk, interest rate

risk, use of derivative financial instruments and the investment of excess liquidity.

15(a) Financial instruments

As permitted by IFRS 9, the Group has continued to apply the requirements of IAS 39 only in

relation to hedge accounting at the current time. Derivative financial instruments are recognised

at fair value at the date a derivative contract is entered into and are subsequently remeasured to

their fair value at each balance sheet date. The gain or loss on subsequent fair value measurement

is recognised in the income statement unless the derivative qualifies for hedge accounting when

recognition of any resultant gain or loss depends on the nature of the item being hedged.

Cash flow hedges

Changes in the fair value of derivative financial instruments that are designated and are effective

as hedges of future cash flows are recognised directly in equity and the ineffective portion is

recognised immediately in the income statement. Amounts accumulated in equity are recycled to

the income statement in the period in which the hedged item also affects the income statement.

However, if the hedged item results in the recognition of a non-financial asset or liability, the amounts

accumulated in equity on the hedging instrument are transferred from equity and included in the

initial measurement of the cost of the asset or liability. Hedge accounting is discontinued when

the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge

accounting. At that time, for forecast transactions, any cumulative gain or loss on the hedging

instrument recognised in equity is retained in equity until the forecasted transaction occurs.

If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised

in equity is transferred to the income statement. Changes in the fair value of derivative financial

instruments that do not qualify for hedge accounting are recognised in the income statement as

they arise. The causes of hedge ineffectiveness principally arise from a mismatch in critical terms.

For a hedge or forecast sales or purchases, or of a firm commitment where relevant, the following

factors could cause a mismatch in critical terms and therefore lead to hedge ineffectiveness:

the maturity date of the underlying transaction and the hedging instrument do not match; the

underlying transaction is cancelled; the amount of hedged item is reduced so there becomes

an over-hedge or the currency of the transaction changes.

Fair value hedges

For an effective hedge of an exposure to changes in fair value of a recognised asset or liability or an

unrecognised firm commitment, the hedged item is adjusted for changes in fair value attributable

to the risk being hedged with the corresponding entry in net income. Gains or losses from

remeasuring the derivative or, for non-derivatives, the foreign currency component of its carrying

value, are recognised in net income.

Embedded derivatives

Derivatives embedded in other financial liability instruments or other non-financial host contracts

are treated as separate derivatives when their risks and characteristics are not closely related

to those of the host contracts and the host contracts are not carried at fair value. Any unrealised

gains or losses on such separated derivatives are reported in the income statement within revenue

or operating expenses, in line with the host contract.

Notes to the accounts continued

126 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(a) Financial instruments continued

Fair values

The fair value of financial assets and liabilities, together with the carrying amounts shown in the

balance sheet, are as follows:

			Total fair	Carrying	Total fair	Carrying
			value	amount	value	amount
		Fair value	2025	2025	2024	2024
	Note	hierarchy	£m	£m	£m	£m
Financial assets
Derivative financial instruments:
– Forward exchange contracts
designated as cash flow hedges		Level 2	0.4	0.4	0.4	0.4
– Foreign exchange fair value hedges
– other economic hedges		Level 2	0.4	0.4	0.2	0.2
– Embedded derivatives		Level 2	0.4	0.4	0.1	0.1
			1.2	1.2	0.7	0.7
Financial liabilities
Unsecured bank loans 1	19	Level 2	(150.7)	(150.7)	(118.7)	(118.7)
Derivative financial instruments:
– Forward exchange contracts
designated as cash flow hedges		Level 2	(2.2)	(2.2)	(1.5)	(1.5)
– Short duration swap contracts
designated as fair value hedges		Level 2	(0.1)	(0.1)	(0.1)	(0.1)
– Foreign exchange fair value hedges
– other economic hedges		Level 2	(0.4)	(0.4)	(1.4)	(1.4)
– Embedded derivatives		Level 2	(0.7)	(0.7)	(0.3)	(0.3)
			(3.4)	(3.4)	(3.3)	(3.3)
Total financial liabilities			(154.1)	(154.1)	(122.0)	(122.0)

Note:

1 Excludes unamortised pre-paid loan arrangement fees of £1.5m (FY24: £5.0m) and carrying balance on debt modification of £0.2m

(FY24: £3.5m).

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements

are categorised within the fair value hierarchy, described as follows, based on the lowest level input

that is significant to the fair value measurement as a whole.

– Level 1 valuations are derived from unadjusted quoted prices for identical assets or liabilities

in active markets

– Level 2 valuations use observable inputs for the assets or liabilities other than quoted prices

– Level 3 valuations are not based on observable market data and are subject to management

estimates

There has been no movement between levels during the current or prior periods.

Fair value measurement basis for derivative financial instruments

Fair value is calculated based on the present value of future principal and interest cash flows,

discounted at the market rate of interest at the reporting date. The valuation bases are classified

according to the degree of estimation required in arriving at the fair values. See fair value

hierarchy above.

Forward exchange contracts used for hedging

The fair value of forward exchange contracts has been determined using quoted forward exchange

rates at the balance sheet date.

Embedded derivatives

The fair value of embedded derivatives is calculated based on the present value of forecast future

exposures on relevant sales and purchase contracts and using quoted forward foreign exchange

rates at the balance sheet date.

Notes to the accounts continued

127 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(a) Financial instruments continued

Determination of fair values of non-derivative financial assets and liabilities

Non-derivative financial liabilities (including unsecured bank loans) are initially recognised at

fair value less any directly attributable transaction costs. Subsequent to initial recognition, these

liabilities are measured at amortised cost using the effective interest method. The floating rate

was determined with the banks and amortised cost approximates fair value.

Hedge reserves

The hedge reserve balance on 29 March 2025 was a loss of £1.0m (FY24: loss £1.2m).

	Cash flow	Fair value
	hedges	hedges	Total
	£m	£m	£m
Hedge reserve balance at 30 March 2024	(1.2)	–	(1.2)
Change in fair value of hedges	(2.7)	–	(2.7)
Change in fair value of hedges transferred to profit and loss	2.9	–	2.9
Hedge ineffectiveness	–	–	–
Tax related movements	–	–	–
Hedge reserve balance at 29 March 2025	(1.0)	–	(1.0)
Split by:
– continuing hedges	(1.0)	–	(1.0)
– where hedge accounting is no longer applied	–	–	–

Comprehensive income after tax was a loss of £1.0m (FY24: £1.3m loss) which includes a loss of £2.7m

(FY24: loss £1.9m) of fair value movements on new and continuing cash flow hedges and a gain of

£2.9m (FY24: gain £0.6m) on maturing cash flow hedges.

Deferred tax on the gain of £0.2m (FY24: loss £1.3m) amounted to £nil (FY24: £nil).

Hedge reserve movements in the income statement were as follows:

		Operating	Exceptional
	Revenue	expense	items	Total
	£m	£m	£m	£m
29 March 2025
Maturing cash flow hedges	0.4	(3.3)	–	(2.9)
Ineffectiveness on de-recognition of cash flow hedges	–	–	–	–
	0.4	(3.3)	–	(2.9)
30 March 2024
Maturing cash flow hedges	1.1	(1.7)	–	(0.6)
Ineffectiveness on de-recognition of cash flow hedges	–	–	–	–
	1.1	(1.7)	–	(0.6)

The ineffective portion of fair value hedges that was recognised in the income statement

amounted to £nil (FY24: £nil).

The ineffective portion of cash flow hedges that was recognised in the income statement within

operating expenses was a £nil (FY24: £nil) and within exceptional items was a £nil loss (FY24: £nil).

Notes to the accounts continued

128 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have

sufficient liquidity to meet its liabilities where due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages this risk by ensuring that it maintains sufficient levels of committed borrowing facilities and cash and cash equivalents. The level of headroom needed is reviewed annually as part

of the Group’s planning process.

A maturity analysis of the carrying amount of the Group’s borrowings is shown below in the reporting of financial risk section together with associated fair values.

The following are the contractual undiscounted cash flow maturities of financial liabilities, including contractual interest payments and excluding the impact of netting agreements.

		Due	Due	Due		Total	Impact of
		within	between 1	between 2	After	undiscounted	discounting	Carrying
		1 year	and 2 years	and 5 years	5 years	cash flows	and netting	amount
29 March 2025	Note	£m	£m	£m	£m	£m	£m	£m
Non-derivative financial liabilities
Unsecured bank loans 1	19	153.3	–	0.7	–	154.0	(3.3)	150.7
Trade and other payables 2	18	56.2	–	–	–	56.2	–	56.2
Obligations under leases	24	3.1	3.2	5.2	34.4	45.9	(26.1)	19.8
Derivative financial liabilities
Gross amount payable from currency derivatives:
– Forward exchange contracts designated as cash flow hedges*		104.2	–	–	–	104.2	(102.0)	2.2
– Short duration swap contracts designated as fair value hedges*		21.0	–	–	–	21.0	(20.9)	0.1
Fair value hedges – other economic hedges*		36.8	5.5	–	–	42.3	(41.9)	0.4
		374.6	8.7	5.9	34.4	423.6	(194.2)	229.4

		Due	Due	Due		Total	Impact of
		within	between 1	between 2	After	undiscounted	discounting	Carrying
		1 year	and 2 years	and 5 years	5 years	cash flows	and netting	amount
30 March 2024	Note	£m	£m	£m	£m	£m	£m	£m
Non-derivative financial liabilities
Unsecured bank loans 1	19	10.9	120.7	0.7		132.3	(13.6)	118.7
Trade and other payables 2	18	57.6	–	–	–	57.6	–	57.6
Obligations under leases	24	2.9	2.2	4.2	23.1	32.4	(20.8)	11.6
Derivative financial liabilities
Gross amount payable from currency derivatives:
– Forward exchange contracts designated as cash flow hedges*		77.7	–	–	–	77.7	(76.2)	1.5
– Short duration swap contracts designated as fair value hedges*		28.7	–	–	–	28.7	(28.6)	0.1
Fair value hedges – other economic hedges*		81.5	–	–	–	81.5	(80.1)	1.4
		259.3	122.9	4.9	23.1	410.2	(219.3)	190.9

Notes:

* Excludes embedded derivatives.

1 Excludes unamortised pre-paid loan arrangement fees of £1.5m (FY24: £5.0m) and carrying balance of £0.2m (FY24: £3.5m).

2 Excludes social security and other taxation amounts of £1.7m (FY24: £1.9m), contract liabilities of £nil (FY24: £0.2m) and payments on account of £43.8m (FY24: £23.1m).

Notes to the accounts continued

129 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(b) Liquidity risk continued

The following are the contractual undiscounted cash flow maturities of financial assets, including contractual interest receipts and excluding the impact of netting agreements.

		Due	Due	Due	Due	Total	Impact of
		within	between 1	between 2	after	undiscounted	discounting	Carrying
		1 year	and 2 years	and 5 years	5 years	cash flows	and netting	amount
29 March 2025	Note	£m	£m	£m	£m	£m	£m	£m
Derivative financial assets
Gross cash outflow from currency derivatives:
– Forward exchange contracts designated as cash flow hedges		25.3	–	–	–	25.3	(24.9)	0.4
– Short duration swap contracts designated as fair value hedges		5.9	–	–	–	5.9	(5.9)	–
– Fair value hedges – other economic hedges*		20.9	–	–	–	20.9	(20.5)	0.4
		52.1	–	–	–	52.1	(51.3)	0.8

		Due	Due	Due	Due	Total	Impact of
		within	between 1	between 2	after	undiscounted	discounting	Carrying
		1 year	and 2 years	and 5 years	5 years	cash flows	and netting	amount
30 March 2024	Note	£m	£m	£m	£m	£m	£m	£m
Derivative financial assets
Gross cash outflow from currency derivatives:
– Forward exchange contracts designated as cash flow hedges		18.4	–	–	–	18.4	(18.0)	0.4
– Short duration swap contracts designated as fair value hedges		6.7	–	–	–	6.7	(6.7)	–
– Fair value hedges – other economic hedges*		25.9	–	–	–	25.9	(25.7)	0.2
		51.0	–	–	–	51.0	(50.4)	0.6

Note:

* Excludes embedded derivatives.

The fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged instrument is more than 12 months and as a current asset or liability if the maturity

of the hedged instrument is less than 12 months.

Cash and cash equivalents, trade and other current receivables, contract assets, bank loans, trade payables and other current liabilities have fair values that approximate to their carrying amounts due

to their short-term nature.

Notes to the accounts continued

130 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(b) Liquidity risk continued

Banking facilities

For information on bank facilities refer to note 19 “Borrowings”.

Forward foreign exchange contracts

The net principal amounts of the outstanding forward foreign exchange contracts as at 29 March 2025 are US dollar 71.2m, Euro 30.8m, Swiss franc 11.7m, Saudi Arabian riyal 5.5m, Singapore dollar 2.0m

and United Arab Emirates dirham 6.2m.

None of the net principal amounts outstanding under forward contracts have maturities greater than 14 months.

These forward contracts are designated as cash flow hedges or fair value hedges as appropriate.

Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts at 29 March 2025 will be released to the income statement at various dates between one month

and 12 months from the balance sheet date. For this financial year the tables below include all net foreign exchange deliverable forward contracts over £500k.

		Split by:			Split by:
	Notional	Cash flow	Fair value
	amount in	hedges in	hedges in	Notional	Cash flow	Fair value		Average
	currency	currency	currency	amount in	hedges in	hedges in		forward
Hedges versus GB Pounds only As at 29 March 2025	’m	’m	’m	£m	£m	£m	Maturity	rate
Forward exchange forward contracts:
USD	73.3	22.9	50.4	(56.8)	(17.7)	(39.1)	2026	1.2895
EUR	(42.3)	(70.0)	27.7	36.9	60.3	(23.4)	2026	1.1399
CHF	(3.2)	(3.2)	–	2.9	2.9	–	2026	1.0885
SAR	(5.5)	(5.5)	–	1.1	1.1	–	2025	4.8321
AED	(6.2)	(6.2)	–	1.3	1.3	–	2025	4.7706
SGD	2.0	2.0	–	(1.2)	(1.2)	–	2025	1.6880
As at 30 March 2024
Forward exchange forward contracts:
USD	76.1	19.9	56.2	(60.0)	(15.8)	(44.2)	2025	1.2680
EUR	(50.5)	(44.0)	(6.5)	45.0	38.9	6.1	2025	1.1223
CHF	(0.4)	(0.2)	(0.2)	0.4	0.2	0.2	2024	1.1061
SAR	(8.9)	(6.6)	(2.3)	1.9	1.4	0.5	2025	4.6255
AED	(6.2)	(2.4)	(3.8)	1.4	0.6	0.8	2023	4.5837

Note:

Forward sales shown as positive, and purchases shown as negative.

Notes to the accounts continued

131 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(b) Liquidity risk continued

		Split by:			Split by:
	Notional			Notional
	amount			amount				Averag e
	currency	Cash flow	Fair value	currency	Cash flow	Fair value		forwar d
Hedges versus other currencies	1 in m	hedges	hedges	2 in m	hedges	hedges	Maturity	rat e
As at 29 March 2025
Forward exchange forward contracts:
EUR/CHF	9.3	9.3	–	(8.5)	(8.5)	–	2026	0.921 6
EUR/USD	2.0	2.0	–	(2.1)	(2.1)	–	2025	1.046 1
As at 30 March 2024
Forward exchange forward contracts:
EUR/CHF	6.0	6.0	–	(5.7)	(5.7)	–	2025	0.9386
EUR/USD	2.8	2.8	–	(3.1)	(3.1)	–	2024	1.0840

Notes:

Forward sales are shown as positive and purchases are shown as negative.

Notional amount in currency 1 refers to Euro and notional amounts in currency 2 refer to CHF or USD as indicated.

Notional amounts are shown in the currency as stated and not in GBP.

Short duration swap contracts

(i) Cash management swaps

The Group uses short duration currency swaps to manage the level of borrowings in foreign

currencies. The fair value of cash management currency swaps at 29 March 2025 was £nil

(30 March 2024: £nil). Gains and losses on cash management swaps are included in the

consolidated income statement.

The principal amounts outstanding under cash management currency swaps at 29 March 2025

are: Euro 3.1m, Swiss Franc 1.5m US, Dollar 0.7m, Saudi Arabian riyal 9.0m, Hong Kong Dollar 0.4m

and United Arab Emirates Dirham 0.3m.

(ii) Balance sheet swaps

The Group uses short duration currency swaps to manage the translational exposure of monetary

assets and liabilities denominated in foreign currencies. The fair value of balance sheet swaps

as at 29 March 2025 was a £0.1m liability (30 March 2024: £0.1m liability). Gains and losses

on balance sheet swaps are included in the consolidated income statement.

The principal amounts outstanding under balance sheet swaps at 29 March 2025 are US dollar

9.0m (FY24: 9.9m), Euro 16.0m (FY24: 14.9m) and Swiss franc nil (FY24: nil).

Embedded derivatives

Embedded derivatives relate to sales and purchase contracts denominated in currencies other

than the functional currency of the customer/supplier, or a currency that is not deemed to be a

commonly used currency of the country in which the customer/supplier is based. The net fair value

of embedded derivatives at 29 March 2025 was a £0.3m liability (30 March 2024: £0.3m liability).

Gains and losses on fair value hedges

The gains and losses recognised in the year on the Group’s fair value hedges were a loss of £0.4m

(FY24: loss £0.3m) relating to balance sheet hedges, gain of £0.4m (FY24: gain of £1.8m) relating to

other fair value hedges and a loss of £0.2m (FY24: £0.1m) relating to cash management hedges.

Notes to the accounts continued

132 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest

rates, will affect the Group’s income or the value of its holdings of financial instruments. The Group

uses a range of derivative instruments, including forward contracts and swaps to hedge its risk to

changes in foreign exchange rates and interest rates with the objective of controlling market risk

exposures within acceptable parameters, while optimising the return. Derivative financial

instruments are only used for hedging purposes.

Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various

currency exposures, primarily with respect to the US dollar and the euro. Foreign exchange risk

arises from future commercial transactions, recognised assets and liabilities, unrecognised firm

commitments and investments in foreign operations.

To manage their foreign exchange risk arising from future commercial transactions and recognised

assets and liabilities, entities in the Group use forward contracts, transacted with Group treasury.

Foreign exchange risk arises when future commercial transactions or recognised assets or

liabilities are denominated in a currency that is not the entity’s functional currency. Group treasury

is responsible for managing the net position in each currency via foreign exchange contracts

transacted with financial institutions.

The Group’s risk management policy aims to hedge firm commitments in full, and between 60%

and 100% of forecast exposures in each major currency for the subsequent 12 months to the

extent that forecast transactions are highly probable.

The Group has certain investments in foreign operations, whose net assets are exposed to foreign

currency translation risk. The Group’s policy is to manage the currency exposure arising from the

net assets of the Group’s foreign operations primarily through borrowings denominated in the

relevant foreign currencies.

Exposure to currency risk

The following significant exchange rates applied during the year:

	Average rate			Reporting date spot rate
	2025	2024	2025	2024
US dollar	1.28	1.25	1.29	1.26
Euro	1.19	1.16	1.20	1.17
XAF	780	760	787	768
LKR	380	398	383	379

Sensitivity analysis

A 10% strengthening of Sterling against the following currencies at 29 March 2025 and 30 March 2024

would have increased/(decreased) profit or loss by the amounts shown below based on the Group’s

external monetary assets and liabilities.

	2025	2024
	£m	£m
XAF	(0.1)	(0.5 )
EURO	–	0.6
LKR	(0.6)	(0.6 )
USD	0.2	0.3

A 10% weakening of Sterling against the above currencies at 29 March 2025 and 30 March 2024

would have had the following effect:

	2025	2024
	£m	£m
XAF	0.1	0.6
EURO	–	(0.7 )
LKR	0.7	0.7
USD	(0.2)	(0.3 )

The analysis assumes that all other variables, in particular interest rates, remain constant.

The analysis is performed on the same basis for FY24.

Interest rate risk

All material financial assets and liabilities are initially contracted at floating rates of interest.

Where the Group has forecast average levels of net debt above £50.0m on a continuing basis,

the policy is to use floating to fixed interest rate swaps to fix the interest rate on a minimum of

50% of the excess over £50.0m of the Group’s forecast average levels of net debt for a period of

at least 12 months, if sufficient capacity is available in the market to do so. This remains the policy

in the medium-term; however the Group was unable to apply this policy during FY25 due to market

conditions and this remains the policy in the medium-term and will be reviewed periodically.

Notes to the accounts continued

133 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(c) Market risk continued

At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:

		Carrying amount
		2025	2024
	Note	£m	£m
Variable rate instruments:
Financial assets	16	31.4	29.3
Financial liabilities	19	(150.7)	(118.7)
		(119.3)	(89.4)

At the year ending 29 March 2025 the Group had no floating to fixed interest rate swaps with

financial institutions in place.

Excluded from the above analysis is £19.8m (FY23: £11.6m) of amounts payable under leases,

which are subject to fixed rates of interest (note 24).

Sensitivity analysis

A change of 100 basis points in interest rates at the reporting date would have increased/(decreased)

equity and profit and loss by the amounts shown below. The analysis assumes that all other

variables, in particular foreign currency rates, remain constant.

	Profit and loss		Equity
	100bp	100bp	100bp	100bp
	increase	decrease	increase	decrease
	£m	£m	£m	£m
Variable rate instruments cash flow sensitivity (net)
29 March 2025	(1.1)	1.1	–	–
30 March 2024	(1.0)	1.0	–	–

15(d) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations and arises principally from the Group’s

receivables from customers and investment securities.

The Group’s exposure to credit risk is influenced by various factors, largely pertaining to the

profile of the customer as acknowledged in our IFRS 9 Receivables segmentation, in particular

the customer’s status as a Government or Banking institution as compared to that of a private

or publicly owned entity. Due to the large make up of Government or central banks at around 80%

of the Group’s revenues, measuring credit risk is largely driven by factors including the country’s

sovereign rating, historic knowledge, local market insights and political factors in country. Industry

credit risk is not an influencing factor. The Group’s long-standing historic trade with Government

and central bank institutions guides strongly towards the lower credit or doubtful debt risk that

these customers represent. Where private or publicly owned Business Trade applies, the Business

adopts a conventional and in-depth trading entity credit review. Where appropriate, letters of

credit are used to reduce the credit risk for the Business and where possible advanced payments

are also requested.

All credit assignment risk is mitigated through a threshold-based sign-off matrix, where larger

value credit exposures require multiple and more senior Business sign-off. The Group has

processes in place to ensure appropriate credit limits are set for customers and for ensuring

appropriate approval is given for the release of products to customers where any perceived

risk has been highlighted.

Exposure to credit risk

The carrying amount of financial assets represents the credit exposure at the reporting date.

The exposure to credit risk at the reporting date was:

		Carrying amount
		2025	2024
	Notes	£m	£m
Trade and other receivables 1	14	74.0	60.7
Contract assets	2	5.1	16.7
Cash and cash equivalents	16	31.4	29.3
Forward exchange contracts used for hedging	15(a)	0.8	0.6
Embedded derivatives	15(a)	0.4	0.1
		111.7	107.4

Note:

1 Excludes prepayments of £8.1m (FY24: £6.4m), RDEC of £1.4m (FY24: £2.0m) and VAT recoverable of £3.3m (FY23: £3.7m) .

Notes to the accounts continued

134 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(d) Credit risk continued

The maximum exposure to credit risk for trade and other receivables (excluding prepayments,

RDEC and VAT recoverable) by geographic region was:

	Carrying amount
	2025	2024
	£m	£m
UK	23.9	15.5
Rest of Europe	3.0	12.4
Africa	29.3	10.9
Rest of world	17.8	21.9
	74.0	60.7

The maximum exposure to credit risk for trade and other receivables (excluding prepayments,

RDEC and VAT recoverable) by type of customer was:

	Carrying amount
	2025	2024
	£m	£m
Banks and financial institutions	36.7	14.8
Government institutions	4.9	11.3
Other	32.4	34.6
	74.0	60.7

Fair value adjustment to credit risk on derivative contracts

The impact of credit related adjustments being made to the carrying amount of derivatives

measured at fair value and used for hedging currency and interest rate risk has been assessed and

considered to be immaterial. These derivatives are transacted with financial institutions. Similarly,

the impact of the credit risk of the Group on the valuation of its financial liabilities has been

assessed and considered to be immaterial.

15(e) Capital management

The Board’s policy is to maintain a strong capital base in order to maintain investor, creditor and

market confidence and to sustain future development of the business.

The Group finances its operations through a mixture of equity funding and debt financing, which

represent the Group’s definition of capital for this purpose.

		2025	2024
	Notes	£m	£m
Total deficit attributable to shareholders of the Company		(22.9)	(11.6)
Add back long-term pension deficit	25	43.6	51.6
Adjusted equity attributable to shareholders of the Company		20.7	40.0
Net debt*	23	112.4	89.4
Group capital		133.1	129.4

Note:

* Net debt excludes loss on debt modification.

The long-term pension deficit has been removed as a separate agreement is in place regarding

the funding for this deficit which is paid out of cash flows from continuing operations. The Group’s

debt financing is also analysed in notes 19 ‘Borrowings’ and 23 ‘Analysis of Net Debt’.

Included within the Group’s net debt are £nil (FY24: £nil) cash and cash equivalent balances that

are not readily available for use by the Group.

In FY25, earnings per share and dividend payments were the two measures which, in the Board’s

view, summarised best whether the Group’s objectives regarding equity management were being

met. The Group’s earnings and dividends per share and relative rates of growth illustrate the extent

to which equity attributable to shareholders has changed. Both measures are disclosed and

discussed within the Strategic report. Earnings per share is disclosed in note 8.

There is no proposed dividend to De La Rue plc shareholders for the year. Dividends can be paid

pro-rata to all shareholders (including external parties) in respect of companies treated as

consolidated subsidiaries that have non-controlling interests.

As explained in note 32, the sale of the Group to ACR Bidco successfully completed in July 2025.

Looking ahead, the Group’s objective will be to maximise sustainable long-term growth and hence

the long-term cash return to its new sole shareholder.

Notes to the accounts continued

135 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

15(f) Changes in liabilities arising from financing activities

The analysis below provides a reconciliation between the opening and closing positions in the balance sheet for liabilities arising from financing activities excluding movements in cash and cash equivalents.

		At 30		Exchange	New		At 29
		March	Cash	differences	leases and	Non-cash	March
		2024	flow	and other	modifications	movements	2025
	Note	£m	£m	£m	£m	£m	£m
Borrowings (gross)	19	(118.7)	(32.0)	–	–	–	(150.7)
Loss on debt modification	19	(3.5)	–	–	–	3.3	(0.2)
Prepaid loan arrangement fees	19	5.0	(0.2)	–	–	(3.3)	1.5
Borrowings		(117.2)	(32.2)	–	–	–	(149.4)
Lease liabilities 1	24	(11.6)	4.7	–	(16.1)	3.2	(19.8)
Liabilities arisings from financing activities		(128.8)	(27.5)	–	(16.1)	3.2	(169.2)

		At 25		Exchange	New		At 30
		March	Cash	differences	leases and	Non-cash	March
		2023	flow	and other	modifications	movements	2024
	Note	£m	£m	£m	£m	£m	£m
Borrowings (gross)	19	(122.7)	4.0	–	–	–	(118.7)
Loss on debt modification	19	(0.7)	–	–	–	(2.8)	(3.5)
Prepaid loan arrangement fees	19	5.0	5.5	–	–	(5.5)	5.0
Borrowings		(118.4)	(9.5)	–	–	(8.3)	(117.2)
Lease liabilities 1	24	(13.3)	3.0	–	(0.8)	(0.5)	(11.6)
Liabilities arisings from financing activities		(131.7)	12.5	–	(0.8)	(8.8)	(128.8)

Note:

1 Lease liability payments include principal of £4.1m (FY24: £2.5m) and interest of £0.6m (FY24: £0.5m) (note 6).

Notes to the accounts continued

136 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

16 Cash and cash equivalents

Accounting policies

Cash and cash equivalents comprise bank balances and cash held by the Group and short-term

deposits with an original maturity of three months or less.

	2025	2024
	£m	£m
Cash at bank and in hand	22.9	21.8
Short-term bank deposits	8.5	7.5
Cash at banks and short-term deposits attributable to assets held for sale	6.9	–
	38.3	29.3

There are no cash and cash equivalents in the Group that are not readily available or restricted.

An analysis of cash and cash equivalents is shown in the Group cash flow statement. Certain cash

and deposits are of a floating rate nature and are recoverable within three months.

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and

liabilities are disclosed in note 15.

17 Deferred taxation

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to

offset current tax assets against current tax liabilities and when the deferred income taxes relate

to the same fiscal authority. The offset amounts are as follows:

	2025	2024
	£m	£m
Deferred tax assets	0.1	0.1
Deferred tax liabilities	(4.3)	(1.9)
	(4.2)	(1.8)

The gross movement on the deferred income tax account is as follows:

	2025	2024
	£m	£m
Beginning of the year	(1.8)	3.1
Exchange differences	(0.1)	0.1
Tax charge to income statement	(1.3)	(3.7)
Tax charge to OCI	(1.0)	(1.3)
Transferred to assets held for sale	2.7	–
End of the year	(1.5)	(1.8)

The movement in deferred tax assets and liabilities during the period is as follows:

		Temporary
	Property,	differences
	plant and	relating to	Fair value
	equipment	leases	gains	Development	Other	Total
Deferred Tax Liabilities	£m	£m	£m	costs	£m	£m
At 25 March 2023	(1.9)	(2.8)	(0.8)	(3.3)	–	(8.8)
Recognised in the income statement	0.9	0.4	0.3	0.4	–	2.0
Recognised in OCI	–	–	–	–	–	–
Exchange differences	–	–	0.1	–	–	0.1
Subtotal	(1.0)	(2.4)	(0.4)	(2.9)	–	(6.7)
Jurisdictional offset						4.8
At 30 March 2024						(1.9)
At 30 March 2024	(1.0)	(2.4)	(0.4)	(2.9)	–	(6.7)
Recognised in the income statement	(1.7)	(0.4)	0.2	0.7	(0.1)	(1.3)
Recognised in OCI	–	–	–	–	–	–
Exchange differences	–	(0.1)	–	–	–	(0.1)
Subtotal	(2.7)	(2.9)	(0.2)	(2.2)	(0.1)	(8.1)
Jurisdictional offset						3.8
Transferred to assets
held for sale						2.8
At 29 March 2025						(1.5)

Notes to the accounts continued

137 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

17 Deferred taxation continued

		Temporary
	Property,	differences
	plant and	relating to	Retirement	Tax
	equipment	leases	benefits	losses	Other	Total
Deferred Tax Assets	£m	£m	£m	£m	£m	£m
At 25 March 2023	–	3.1	1.4	6.3	1.1	11.9
Recognised in the income statement	–	(0.7)	0.5	(6.3)	0.8	(5.7)
Recognised in OCI	–	–	(1.3)	–	–	(1.3)
Recognised in equity	–	–	–	–	–	–
Exchange differences	–	–	(0.1)	–	0.1	–
Subtotal	–	2.4	0.5	–	2.0	4.9
Jurisdictional offset						(4.8)
At 30 March 2024						0.1
At 30 March 2024	–	2.4	0.5	–	2.0	4.9
Recognised in the income statement	–	–	0.9	–	(0.9)	–
Recognised in OCI	–	–	(1.0)	–	–	(1.0)
Recognised in equity	–	–	–	–	–	–
Exchange differences	–	–	–	–	–	–
Subtotal	–	2.4	0.4	–	1.1	3.9
Jurisdictional offset						(3.8)
Transferred to assets
held for sale						(0.1)
At 29 March 2025						–

Other deferred tax assets comprise of gross overseas tax credits of £0.7m (FY24: £0.8m),

as well as various other net temporary differences totalling £0.4m (FY24: £1.1m).

Given the recent history of tax losses in the UK group, deferred tax assets have not been

recognised on UK tax losses carried forward or UK deductible temporary differences in excess

of taxable temporary differences, on the basis that it is not probable that there will be sufficient

taxable profit to realise the deferred tax assets.

At FY25 there were unrecognised deferred tax assets totalling £54.0m (FY24: £51.5m) comprising:

– £9.6m (FY24: £9.2m) relating to gross UK tax losses of £38.2m (FY24: £36.8m)

– £7.5m (FY24: £7.5m) relating to gross non-UK tax losses of £23.1m (FY24: £27.5m)

– £10.5m (FY24: £12.4m restated) relating to the UK pension deficit of £42.0m (FY24: £49.6m)

– £17.6m (FY24: £14.5m) related to UK tax interest restrictions carried forward of £70.4m

(FY24: £58m)

– £7.9m (FY24: £5.8m) relating to UK fixed assets temporary differences of £31.5m (FY24: £23.2m)

– £0.9m (FY24: £2.1m) relating to other UK temporary differences of £3.5m (FY23: £8.3m)

Tax losses carried forward do not have an expiry date.

Unremitted foreign earnings totalled £169.2m at 29 March 2025 (FY24: £187.3m). Deferred tax

liabilities have not been recognised for the withholding tax and other taxes that would be payable

on the unremitted earnings of certain subsidiaries where the timing of the reversal can be

controlled and it was considered unlikely that dividends would be paid from those subsidiaries.

UK capital losses of £317.0m are carried forward at 29 March 2025 (FY24: £317.2m). No deferred tax

asset has been recognised in respect of these losses. The capital losses do not have an expiry date.

Notes to the accounts continued

138 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

18 Trade and other payables

Accounting policies

Trade and other payables are measured at carrying value which approximates to fair value.

Payments received on account relate to monies received from customers under contract,

as per individual contract agreements, prior to commencement of production of goods or delivery

of services. Once the obligation has been fulfilled the revenue is recognised in accordance with

IFRS 15.

Contract liability is recognised when a payment from customer is due or already received,

before a related performance obligation is satisfied for the contract agreements that have started

production of goods or delivery of services.

	2025	2024
	£m	£m
Current liabilities
Payments received on account	43.8	23.1
Contract liabilities	–	0.2
Trade payables	30.7	33.7
Social security and other taxation	1.7	1.9
Accrued expenses 1	22.1	17.9
Other payables 2	3.7	6.0
	102.0	82.8

Notes:

1 Accrued expenses included commissions of £nil (FY24: £0.6m), rebate accruals of £1.5m (FY24: £1.5m), employee related accruals

of £3.8m (FY24: £3.1m), freight accruals £3.6m (FY24: £2.3m), royalties and TTP Accruals of £1.7m (FY24: £2.5m).

2 Other payables include capex creditors £0.5m (FY24: £0.3m) and interest payable £1.9m (FY24: £1.6m).

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed

in note 15.

19 Borrowings

Accounting policies

Borrowings are recognised at amortised cost. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risk (note 15).

		29 March 2025				30 March 2024
		Unamortised				Unamortised
		pre-paid	Loss on			pre-paid	Loss on
	Gross	borrowing	debt		Gross	borrowing	debt
	borrowings	fees	modification	Total	borrowings	fees	modification	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Reported within:
Current liabilities	(150.0)	1.2	(0.2)	(149.0)	–	–	–	–
Non-current liabilities	(0.7)	0.3	–	(0.4)	(118.7)	5.0	(3.5)	(117.2)
Total Borrowings	(150.7)	1.5	(0.2)	(149.4)	(118.7)	5.0	(3.5)	(117.2)

				Principal	Carrying	Principal	Carrying
		Nominal		amount	amount	amount	amount
		interest	Year of	2025	2025	2024	2024
	Currency	rate	maturity	£m	£m	£m	£m
Non-current liabilities
Unsecured bank loans	EUR	4.45%	2029	0.7	0.7	0.7	0.7
Unsecured bank loans	GBP	8.64%	2025	150.0	150.0	118.0	118.0
Total interest-bearing liabilities				150.7	150.7	118.7	118.7

Notes to the accounts continued

139 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

19 Borrowings continued

The total interest-bearing liabilities above is presented excluding unamortised pre-paid borrowing

fees of £1.5m (FY24: £5.0m) and the carrying balance on debt modification of £0.2m (FY24: £3.5m),

assessed under IFRS 9.

Under the Group’s banking arrangements there is no right of offset and no overdraft facilities

as at 29 March 2025.

Banking facilities

The banking facilities expiration on 1 July 2025 remains unchanged.

On 1 May 2025, De La Rue plc announced the completion of the sale of its Authentication division

to CA-MC Acquisition UK Limited in accordance with the terms of the share purchase agreement

entered into on 4 April 2025.

As a result, the Group’s existing revolving credit facility has been repaid in full.

The covenant tests use earlier accounting standards, excluding adjustments for IFRS 16. Net debt

for covenants includes the borrowings, where the RCF amount is considered, the principal amount

withdrawn, (excluding unamortised pre-paid borrowing fees and the net loss on debt modification)

net of cash and cash equivalents.

Covenant test results as at 29 March 2025:

		Actual at
Test	Requirement	29 March 2025
EBIT to net interest payable	More than or equal to 1.0 times	1.54
Net debt to EBITDA	Less than or equal to 3.6 times	3.27
Minimum liquidity testing	Testing at each weekend point on a 4-week historical	No Breaches
	basis and 13-week forward looking basis. The minimum
	liquidity is defined as “available cash and undrawn RCF
	greater than or equal to £10m”.

As at 29 March 2025, the Group had a total of undrawn RCF committed borrowing facilities, all

maturing in less than one year, of £10.0m (30 March 2024: £42.0m, all maturing in more than one

year). The amount of loans drawn on the £160.0m RCF cash component facility was £150.0m

as at 29 March 2025 (30 March 2024: £118.0m).

Minimum liquidity at 29 March 2025 was in excess of the £10m limit required under the covenant tests.

Guarantees of £20.7m (30 March 2024: £41.8m) have been drawn using the £75.0m guarantee

facility. The accrued interest in relation to cash drawdowns outstanding as at 29 March 2025

is £0.4m (30 March 2024: £0.3m).

	Actual as at
	29 March	Maximum
	2025	facility
	£m	£m
Facilities:
Cash	150.0	160.0
Bonds and guarantees	20.7	75.0
	170.7	235.0

A separate borrowing facility for financing equipment under construction is in place and

at 29 March 2025 the amount outstanding on this facility is £0.7m (30 March 2024: £0.7m).

20 Provisions for liabilities and charges

Accounting policies

Provisions are recognised when the Group has a present obligation in respect of a past event,

it is probable that an outflow of resources will be required to settle the obligation, and where the

amount can be reliably estimated. Provisions are measured at the management’s best estimate

of the amount required to settle the obligation at the balance sheet date and are discounted

where the time value of money is considered material.

	Restructuring	Warranty	Other	Total
	£m	£m	£m	£m
At 25 March 2023	1.8	0.9	3.3	6.0
Charge for the year	0.8	0.7	1.6	3.1
Utilised in the year	(1.9)	(0.5)	(0.5)	(2.9)
Released in the year	(0.6)	(0.5)	(3.3)	(4.4)
At 30 March 2024	0.1	0.6	1.1	1.8
Charge for the year	0.2	–	0.2	0.4
Utilised in year	(0.3)	–	–	(0.3)
Released in year	–	(0.1)	(0.3)	(0.4)
Transferred to held for sale	–	–	(0.2)	(0.2)
At 29 March 2025	–	0.5	0.8	1.3
Expected to be utilised within 1 year	–	0.5	0.3	0.8
Expected to be utilised after 1 year	–	–	0.5	0.5

Notes to the accounts continued

140 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

20 Provisions for liabilities and charges continued

Restructuring provisions

Restructuring provisions as at 29 March 2025 reduced to £nil (FY24: £0.1m). Previously this related

to redundancy and other employee termination costs as a result of restructuring programmes

within the Currency and Authentication divisions.

Warranty provisions

Warranty provisions relate to present obligations for defective products. The provisions are

management judgements based on information currently available, past history and experience

of the products sold. However, it is inherent in the nature of the business that the actual liabilities

may differ from the provisions. The precise timing of the utilisation of these provisions is uncertain

but is generally expected to fall within one year.

The Group measures warranty provisions at the Directors’ best estimate of the amount required

to settle the obligation at the balance sheet date, discounted where the time value of money is

considered material. These estimates take account of available information, historical experience

and the likelihood of different possible outcomes. Both the amount and the maturity of these

liabilities could be different from those estimated.

Other provisions

Other provisions comprise of a number of liabilities with varying expected utilisation rates. The

liabilities include £0.1m (FY24: £nil) of provision for the customs tax assessment in Kenya, a small

number of onerous contract provisions of £0.2m (FY24: £0.1m), employee related liabilities of £nil

(FY24: £0.5m), IBNR provision of £nil (FY24: £0.5m) and cyber tech insurance excess provision of

£0.5m (FY24: £0.5m). All provisions are expected to be utilised within one year, with the exception

of the cyber tech insurance.

Onerous contract provisions arise where the unavoidable costs under a contract exceed the

economic benefits expected to be received under it. Unavoidable costs represent the least net

cost of exiting the contract, which is the lower of the cost of fulfilling it and any compensation

or penalties arising from failure to fulfil it. Costs to fulfil a contract include those that directly relate

to the contract, including incremental costs and allocation of production overheads. The precise

timing of the utilisation of these onerous contract provisions is uncertain but is generally expected

to fall within one year.

21 Share capital

	2025	2024
	£m	£m
Issued and fully paid
196,391,787 ordinary shares of 44 152 ⁄175p each (FY24: 195,889,223 ordinary shares
of 44 152 ⁄175p each)	88.1	87.9
111,673,300 deferred shares of 1p each (FY24: 111,673,300 deferred shares of 1p each)	1.1	1.1
	89.2	89.0

	2025		2024
	Ordinary	Deferred	Ordinary	Deferred
	shares	shares	shares	shares
	’000	’000	’000	’000
Allotments during the year
Shares in issue at 30 March 2024/25 March 2023	195,889	111,673	195,437	111,673
Issued under Savings Related Share Option Scheme	31	–	4	–
Issued under Annual Bonus Plan	140	–	417	–
Issued under Performance Share Plan	332	–	31	–
Shares in issue at 29 March 2025/30 March 2024	196,392	111,673	195,889	111,673

The deferred shares carry limited economic rights (and no right to receive a dividend) and no

voting rights. They are unlisted and are not transferable except in accordance with the articles.

Notes to the accounts continued

141 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

22 Share based payments

Accounting policies

The Group operates various equity settled option schemes.

For equity settled share options, the services received from employees are measured by reference

to the fair value of the share options. The fair value is calculated at grant date and recognised in

the consolidated income statement, together with a corresponding increase in shareholders’ equity,

on a straight-line basis over the vesting period, based on the numbers of shares that are actually

expected to vest, taking into account non-market vesting conditions (including service conditions).

Vesting conditions, other than non-market-based conditions and non-vesting conditions

(requirement to save) are taken into account when estimating the fair value.

On the performance related awards, until 2020 performance measure was based on ROCE and

EPS. From 2020 ROCE was replaced by TSR, a market-based condition. 2023 introduced Free

Cash Flow (FCF), and TSR was applied to a separate class of share options – Investors Return Plan.

At 29 March 2025, the Group has a number of share-based payment plans, which are described

below. The compensation cost and related liability that have been recognised for the Group’s

share-based plans are set out in the table below:

	Expense recognised
	for the year
	2025	2024
	£m	£m
Annual Bonus Plan	–	0.1
Performance and Investor returns Share Plans	0.9	0.7
Savings Related Share Option Scheme	0.8	0.6
	1.7	1.4

Reconciliations of option movements over the period to 29 March 2025 for each class of share

awards are shown below:

Annual Bonus Plan

For details of the Annual Bonus Plan, refer to the Directors’ remuneration report on pages 70 to 79.

Reconciliation of option movements:

	2025	2024
	Number of	Number of
	awards	awards
	’000	’000
Share awards outstanding at start of year	140	557
Granted	34	–
Forfeited	–	–
Vested	(140)	(417)
Outstanding at end of year	34	140
Exercisable at end of year	–	–

During the period the weighted average share price on share awards exercised in the period was

96.44p (FY24: 43.39p).

Performance Share Plan (“PSP”) and Investor Returns Plan (“IRP”)

For details of the Performance Share Plan and Investor Returns Plan, refer to the Directors’

remuneration report on pages 70 to 79.

During the year ended 29 March 2025, the Company did not grant any PSP and IRP options

to Executive Directors and other employees.

Reconciliation of option movements:

	2025	2024
	Number of	Number of
	awards	awards
	’000	’000
Share awards outstanding at start of year	8,119	4,548
Granted	–	5,135
Forfeited	(1,078)	(1,564)
Exercised	(332)	–
Outstanding at end of year	6,709	8,119
Exercisable at end of year	16	18

Notes to the accounts continued

142 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

22 Share based payments continued

During the period the weighted average share price on share awards exercised in the period

was 112.63p (FY24: nil).

The range of exercise prices for the share options outstanding at the end of the year is between

0.00p and 0.62p (FY24: between 0.00p and 0.80p).

The weighted average remaining contractual life of the outstanding share options is 1.15 years

(FY24: 1.85 years).

Savings Related Share Option Scheme

The scheme is open to all UK employees. Options are granted at the prevailing market price at

the time of the grant (with a discretionary discount to the market price) to employees who agree

to save between £5 and the maximum savings amount offered per month over a period of three

or five years.

During the year ended 29 March 2025, the Company did not make a SAYE grant.

Reconciliation of option movements:

	2025		2024
	Weighted		Weighted
	average		average
	exercise	Number of	exercise	Number of
	price pence	options	price pence	options
	per share	’000	per share	’000
Options outstanding at start of year	68.40	3,841	130.91	4,612
Granted	–	–	68.40	999
Forfeited/Cancelled	67.20	(348)	81.28	(1,508)
Exercised	100.87	(31)	60.15	(4)
Expired	131.10	(197)	108.55	(258)
Outstanding at end of year	60.55	3,265	68.40	3,841
Exercisable at end of year		126		–

The range of exercise prices for the share options outstanding at the end of the year is between

60.15p and 112.43p (FY24: between 60.15p and 131.10p).

The weighted average remaining contractual life of the outstanding share options is 1.18 years

(FY24: 2.05 years).

During the period the weighted average share price on options exercised in the period was 100.87p

(FY24: 60.15p).

Market share purchase of shares by Trustee De La Rue Employee Share Ownership Trust

The De La Rue Employee Share Ownership Trust (Trust) is a separately administered trust

established to administer shares granted to Executive Directors and senior employees under the

various discretionary share option plans established by the Company. Liabilities of the Trust are

guaranteed by the Company and the assets of the Trust mainly comprise shares in the Company.

Equiom (Guernsey) Limited is the Trustee. The own shares held by the Trust are shown as a

reduction in shareholders’ funds. The shares will be held at historical rates until such time as they

are disposed of. Any profit or loss on the disposal of own shares is treated as a movement in

reserves rather than as an income statement item.

The Trustee held nil shares at 29 March 2025 (30 March 2024: nil).

23 Analysis of net debt

The analysis below provides a reconciliation between the opening and closing of the Group’s

net debt position (being the net of borrowings and cash and cash equivalents).

		At		Foreign	At
		30 March		exchange	29 March
		2024	Cash flow	and other	2025
	Note	£m	£m	£m	£m
Gross Borrowings	19	(118.7)	(32.0)	–	(150.7)
Cash and cash equivalents	16	29.3	9.1	(0.1)	38.3 1
Net debt		(89.4)	(22.9)	(0.1)	(112.4)

Note:

1 Includes cash held within the Authentication division of £6.9m. This has been transferred to assets held for sale on the Statement

of Financial Position.

		At		Foreign	At
		25 March		exchange	30 March
		2023	Cash flow	and other	2024
	Note	£m	£m	£m	£m
Gross Borrowings	19	(122.7)	4.0	–	(118.7)
Cash and cash equivalents	16	40.3	(10.6)	(0.4)	29.3
Net debt		(82.4)	(6.6)	(0.4)	(89.4)

Net debt is presented excluding unamortised pre-paid borrowing fees of £1.5m (FY24: £5.0m),

net loss on debt modification of £0.2m (FY24: £3.5m) and £19.8m (FY24: £11.6m) of lease liabilities.

	At			At
	30 March		Non-cash	29 March
	2024	Cash flow	movements	2025
	£m	£m	£m	£m
Unamortised pre-paid borrowing fees	5.0	(0.2)	(3.7)	1.5

Refer to note 32A for details on repayment of the Group’s revolving credit facility post year end.

Notes to the accounts continued

143 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

24 Leases

Accounting policies

At the inception of a contract, the Group assesses whether a contract is or contains a lease.

A contract is or contains a lease if the contract conveys the right to control the use of an identified

asset for a period of time in exchange for consideration. The Group accounts for identified leases

in accordance with IFRS 16 (‘Leases’).

Management has made certain judgements on lease terms based on the Group’s current

expectations of whether break or renewal options will be taken. Judgements have also been

made in estimating the incremental borrowing rates to use when discounting lease payments.

Leases are recognised on the balance sheet (unless they are low value or for a term of less than

12 months) with a right-of-use asset and corresponding lease liability being recorded at the date

the lease asset is available for use.

The right-of-use asset is depreciated over the shorter of, the assets useful economic life and the

lease term. Each lease payment is allocated between repayment of the lease liability and finance cost.

The finance cost is charged to the income statement over the lease term to produce a constant

periodic rate of interest on the remaining lease liability.

At commencement date of the lease, a lease liability is initially recognised on the balance sheet at

the present value of future lease payments (including fixed payments and variable lease payments

that depend upon an index) and any lease penalties payable on the early exit of a lease if

management anticipates taking these, discounted using the incremental borrowing rate appropriate

for that lease, absent of the interest rate implicit in the lease being available.

The right-of-use asset is initially measured at cost, being the initial value of the lease liability, any

lease payments made (net of any incentives received from the lessor) before the commencement

of the lease and any initial direct costs and any restoration costs. Payments in respect of short-term

leases (duration of less than 12 months) or low value leases continue to be charged to the income

statement on a straight-line basis over the lease term. Right-of-use assets are tested for

impairment when indicators of impairment exist.

The Group has lease contracts for various properties and ground leases in addition to other

equipment used in its operations. Leases for property and ground leases range from two years to

in excess of 100 years in certain cases. Leases for other equipment used in operations are typically

for periods of 2 to 5 years. There are several lease contracts which include extensions and

termination options and these are discussed below.

The Group also has certain leases that have terms of less than 12 months or lease or where

equipment is of a low value. The Group applies the ‘short-term lease’ and ‘lease of low-value

assets’ recognition exemptions.

Right-of-use assets

Set out below are the carrying amounts of right-to-use assets recognised and the movement

during the period:

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
At 25 March 2023	11.4	0.7	12.1
Additions – change in lease assessment	0.7	(0.1)	0.6
Depreciation expense	(2.3)	(0.2)	(2.5)
At 30 March 2024	9.8	0.4	10.2
Additions	14.4	–	14.4
Change in lease assessment	1.7	–	1.7
Depreciation expense	(2.2)	(0.2)	(2.4)
Exchange differences	(0.1)		(0.1)
Reclassified as held for sale	(4.2)	–	(4.2)
At 29 March 2025	19.4	0.2	19.6

Notes to the accounts continued

144 De La Rue Limited Annual Report 2025 Strategic report Governance report Financial statements

24 Leases continued

Lease liabilities

Set out below are the carrying amounts of lease liabilities and the movement during the period:

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
At 25 March 2023	(12.6)	(0.7)	(13.3)
Additions including change in lease assessment	(0.9)	0.1	(0.8)
Accretion of interest (note 6)	(0.5)	–	(0.5)
Lease payments 2	2.8	0.2	3.0
At 30 March 2024	(11.2)	(0.4)	(11.6)
Additions 1	(14.4)	–	(14.4)
Change in lease assessment 2	(1.7)	–	(1.7)
Accretion of interest (note 6)	(0.6)	–	(0.6)
Lease payments 3	4.5	0.2	4.7
Reclassified as held for sale	3.9	–	3.9
At 29 March 2025	(19.6)	(0.2)	(19.8)

	2025	2024
	£m	£m
Included within:
Current liabilities	(2.2)	(2.5)
Non-current liabilities	(17.6)	(9.1)
	(19.8)	(11.6)

Notes:

1 Lease additions mainly include £13.2m of leases for two buildings in Malta.

2 Change in lease assessment mainly includes £1.3m for leases in the USA and refers to the lease modifications recognised where

the rent has increased or the lease term has been extended.

3 Lease payments include principal of £4.2m (FY24: £2.5m) and interest of £0.6m (FY24: £0.5m).

The following amounts have been recognised in the income statement:

	2025	2024
	£m	£m
Depreciation of right-of-use assets	(2.4)	(2.5)
Interest expense on lease liabilities (note 6)	(0.6)	(0.5)
Expense relating to short-term leases	(0.1)	(0.2)
Expenses relating to leases of low-value assets	(0.2)	(0.2)

The Group had total cash outflows for leases of £4.8m in FY25 (FY24: £3.4m), including amounts

relating to principal payment £4.1m (FY24: £2.5m), interest payments of £0.6m (FY24: £0.5m)

and short and low values assets £0.5m (FY24: £0.4m).

The Group also had non-cash additions to right-of-use assets £11.3m (FY24: £0.6m) and liabilities

of £11.3m (FY24: £0.8m).

Extension of the factory site in Malta