Magestic Holdings Limited
Introduction
This Code of Ethics and Standards (“the Code”) sets out the fundamental principles and expectations governing the conduct of Magestic Holdings Limited (the “Company”) and its group of subsidiaries. As a holding company registered under SIC Code 64209, the Company exercises its influence primarily through corporate governance, oversight, and strategic direction. This Code applies to all members of the Board, employees, consultants, and persons acting on behalf of the Company, and it provides guidance to subsidiaries in implementing aligned ethical standards across the corporate structure.
Corporate Values and Ethical Principles
Magestic Holdings Limited is committed to the highest standards of integrity, transparency, and accountability. We value ethical leadership and sound decision-making, grounded in the principles of respect, fairness, and corporate responsibility. Our actions and decisions are guided by a commitment to long-term value creation for shareholders, employees, communities, and the environment. Integrity in business dealings, compliance with legal obligations, and responsible corporate citizenship form the foundation of our values.
Legal and Regulatory Compliance
The Company is committed to complying with all applicable UK laws and regulations, including but not limited to the Companies Act 2006, the Bribery Act 2010, the UK General Data Protection Regulation (UK GDPR), and the Data Protection Act 2018. All subsidiaries are expected to adhere to these same standards and are required to establish policies and procedures that ensure ongoing legal compliance. Where the Company operates across jurisdictions, compliance with local legal frameworks is also expected.
Environmental, Social, and Governance (ESG) Responsibility
The Company recognises Environmental, Social, and Governance (ESG) factors as integral to sustainable business performance. We support and promote responsible environmental practices across our subsidiaries, including reducing emissions, improving energy efficiency, and minimising environmental footprints. Socially, we advocate for diversity, equity, and employee welfare within our group. From a governance standpoint, we encourage transparent structures, board diversity, and active risk management. ESG performance is considered in investment and strategic decisions, and subsidiaries are expected to report on relevant metrics periodically.
Oversight of Subsidiaries
As a holding company, the Company does not engage in operational activities but exercises oversight through the appointment of directors, review of strategic plans and reports, and the approval of major decisions such as acquisitions or capital investments. While subsidiaries maintain operational autonomy, they are required to adopt and uphold ethical codes and governance frameworks that align with this Code. Regular reporting and compliance reviews ensure alignment with group-wide objectives and values.
Confidentiality and Data Protection
The Company is committed to protecting confidential and sensitive information, including personal data, proprietary business information, and commercial agreements. All employees and group entities must comply with the UK GDPR and relevant data protection laws. Confidential information must not be disclosed or used improperly, and any breach may result in disciplinary or legal consequences.
Whistleblowing and Reporting Misconduct
The Company encourages an open culture where unethical or illegal behaviour can be reported without fear of retaliation. Employees and third parties may report concerns regarding fraud, corruption, harassment, data misuse, or ESG violations through secure and confidential whistleblowing channels, including a designated email address and confidential hotline. All reports will be investigated thoroughly, impartially, and with appropriate safeguards for whistleblower anonymity. Retaliatory action against any person raising concerns in good faith is strictly prohibited.
Anti-Bribery and Corruption
The Company maintains a zero-tolerance policy toward bribery, fraud, and corruption. It is strictly forbidden to offer, solicit, or accept bribes, facilitation payments, or improper inducements in any form. Gifts and hospitality must be reasonable and proportionate, and all potential conflicts of interest must be declared. The Company and its subsidiaries must maintain accurate financial records and internal controls to prevent and detect corrupt practices.
Financial Integrity and Transparency
Accurate and transparent financial reporting is essential to maintaining trust with stakeholders. The Company ensures that all financial statements and disclosures are prepared in accordance with applicable accounting standards and legal requirements. Subsidiaries are required to provide timely and accurate financial reports and cooperate fully in internal and external audits. Any discrepancies, misstatements, or suspected financial misconduct must be reported immediately.
Disciplinary Action and Enforcement
Failure to comply with this Code may result in disciplinary measures, including termination of employment or directorship, and, where applicable, legal proceedings. Subsidiaries that fail to align with the ethical standards set forth may be subject to internal review, board action, or financial penalties. This Code forms an integral part of the Company’s governance framework and must be acknowledged and upheld by all relevant stakeholders.
Review and Amendments
This Code is subject to review on an annual basis by the Board of Directors. Updates may be made as necessary to reflect changes in legal obligations, business operations, or ethical priorities. All amendments will be communicated in writing and made available to all relevant parties within the Magestic Holdings Limited and its subsidiaries.
Revised: 05/2025