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Registered number: 10407501
SODEXO VENTURES UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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SODEXO VENTURES UK LIMITED
COMPANY INFORMATION
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Amolak Singh Dhariwal (appointed 1 January 2025)
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Sodexo Corporate Services (No.2) Limited
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SODEXO VENTURES UK LIMITED
CONTENTS
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Annual Report and Financial Statements
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Statement of Director's Responsiblities in respect of the Director's report and the financial statements for the year ended 31 August 2024
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Independent Auditor's Report to the members of Sodexo Ventures UK Limited
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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SODEXO VENTURES UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
The directors present the report and the financial statements for the year ended 31 August 2024.
The principal activity of the Company is to invest in technology start-up businesses.
Results and dividends
The loss for the year, after taxation, amounted to £4,342,000 (2023: - loss £11,000).
Net assets for the year, amounted to £79,297,000 (2023: £83,639,000).
No dividends were paid in the financial year (2023: no dividend) and the director does not propose any further ordinary dividend in respect of the current financial year.
Going Concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Company forms part of the Sodexo UK and Ireland group of companies, together the "UK&I Group", which is part of the wider Sodexo Group headed by Sodexo S.A., a company incorporated in France. The principal activity of the UK&I Group is to provide facilities management and catering services across the UK and Ireland, operating across various segments such as education, sports and leisure, corporate services, government, and healthcare. The company’s cash flows are therefore dependent on the continuation, volume, and pricing of those operations.
The Company meets its day to day working capital requirements from operational cash flows and intercompany loan arrangements within the UK&I Group. The UK&I Group has remained resilient throughout the adverse changes in the economic environment as a result of tight management of cash and balance sheet, and strong retention of existing contracts, alongside the spread of business across food and facilities management services, and across public and private sector clients as well as the strong inflation management processes in place. In addition, the UK&I Group continues to see opportunities for organic growth with new contracts in the pipeline. However, the UK&I Group remain prepared for further macro-economic impacts with agility, good commercial management, and careful cost control continues to be critical.
To inform the basis of preparation of these accounts, the directors have considered cash and profit forecasts for forward trade of the UK&I Group for at least 12 months following the date of approval of these accounts, based on the facts they have as at the date of approval of these financial statements. These forecasts include a severe but plausible downside scenario which models a deterioration in gross margin as a result of operational performance, a downturn in revenues due to contracts of key clients not being renewed and the under recovery of inflation. The forecasts indicate that the UK&I Group will continue to be resilient in the current macroeconomic environment
There are no detailed forecasts prepared for Sodexo Ventures UK Limited as the company is an intermediary holding company and does not trade. At 31st August 2024, the company is in a net current assets position and is able to meet its liabilities as they fall due.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
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SODEXO VENTURES UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
The directors who served during the year were:
Jean Mary Renton
Amolak Singh Dhariwal (appointed 1 January 2025)
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Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙they have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
They confirm that the company made no political donations or incurred any.
The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 487 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Amolak Singh Dhariwal
Director
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SODEXO VENTURES UK LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
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 Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
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SODEXO VENTURES UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED
Opinion
We have audited the financial statements of Sodexo Ventures UK Limited (“the Company”) for the year ended 31 August 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and related notes, including the accounting policies in note 2.
In our opinion the financial statements:
∙give a true and fair view of the state of the company's affairs as at 31 August 2024 and of its loss for the year then ended;
∙have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainities that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").
In our evaluation of the directors' conclusions, we condsidered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period.
Our conclusion based on this work:
∙we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate
∙we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
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SODEXO VENTURES UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED (CONTINUED)
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of directors and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud that apply to this group company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. Based on our risk assessment, no high-risk journal entries were identified. On this audit we do not believe there is a fraud risk related to revenue recognition because there are no revenue transactions. We did not identify any additional fraud risks.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations.
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
This Company, as a holding company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
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SODEXO VENTURES UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED (CONTINUED)
Directors’ report
The directors are responsible for the directors’ report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon.
Our responsibility is to read the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
∙we have not identified material misstatements in the directors’ report;
∙in our opinion the information given in that report for the financial year is consistent with the financial statements; and
∙in our opinion that report has been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from the branches not visited by us; or
∙the financial statements 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; or
∙the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
We have nothing to report in these respects.
Directors’ responsibilities
As explained more fully in their statement set out on page 3, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
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SODEXO VENTURES UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED (CONTINUED)
The purpose of our audit work and to whom we owe our responsibilities
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.
Hannah Johnston (Senior Statutory Auditor)
for and on behalf of
KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter's Square
Manchester
M2 3AE
23 May 2025
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SODEXO VENTURES UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
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Amounts written off investments
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Interest receivable and similar income
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Interest payable and similar expense
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Loss for the financial year
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 11 to 23 form part of these financial statements.
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SODEXO VENTURES UK LIMITED
REGISTERED NUMBER: 10407501
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 23 form part of these financial statements.
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SODEXO VENTURES UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 11 to 23 form part of these financial statements.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
Sodexo Ventures UK is a registered company incorporated and domiciled in the UK. The registered address is One Southampton Row, London, WC1B 5HA and the registered number is 10407501. The company was incorporated on 3 October 2016.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and FRS 101.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
In preparation of these financial statements the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. The company is exempt by virtue of s401 subject to the small companies regime of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the company as an individual undertaking.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted internationl accounting standards ("UK-adopted IFRS"), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Sodexo SA as at 31 August
2024 and these financial statements may be obtained from The Secretary, Sodexo S.A., 255 Quai
de la Bataille de Stalingrad, 92866 Issy-Les-Moulineaux, France.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The company forms part of the Sodexo UK and Ireland group of companies, together the "UK&I Group", which is part of the wider Sodexo Group headed by Sodexo S.A., a company incorporated in France. The principle activity of the UK&I Group is to provide facilities management and catering services across the UK and Ireland, operating across various segments such as education, sports and leisure corporate services, government and healthcare. The company's cash flows are therefore dependent on the continuation, volume, and pricing of those operations.
The company meets its day to day working capital requirements from operational cash flows and intercompay loan agreements within the UK&I Group. The UK&I Group has remained resilient throughout the adverse changes in the economic environment as a result of tight management of cash and balance sheet, and strong retention of existing contracts, alongside the spread of business across food and facilities management services, and across public and private sector clients as well as the strong inflation management processes in place. In addition, the UK&I Group continues to see opportunities for organic growth with new contracts in the pipeline. However the UK&I Group remain prepared for further macro-economic impacts with agility, good commercial management, and careful cost control continuing to be critical.
To inform the basis of preparation of these accounts, the directors have considered cash and profit scenarios for forward trade of the UK&I Group for at least 12 months following the date of approval of these accounts, based on the facts they have as at the date of approval of these financial statements. These forecasts include a severe but plausible downside scenario which models a deterioration in gross margin as a result of operational performance, a downturn in revenues due to contracts of key clients not being renewed and the under recovery of inflation. The forecasts indicate that the UK&I Group will continue to be resilient in the curent marco-economic environment.
There are no detailed forecasts prepared for Sodexo Ventures UK Limited as the company is an intermediary holding company and does not trade. At 31st August 2024, the company is in a net current assets position and is able to meet its liabilities as they fall due.
Consequently, the directors are confident the company will have sufficient funds to continue to meets its liabilities as they fall due for at least 12 months from the date of of approval of the financial statements and therfore have prepared the financial statements on a going concern basis.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Investments in subsidiaries are measured at cost less impairment.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Impairment of financial assets
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company’s accounting policies the directors are required to make judgements, estimates and assumptions about the carrying values of investments, assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on estimated future cashflows which are inherently judgemental and other factors that are considered to be relevant.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key judgements and estimates for this entity relate to impairment of investments held.
Sodexo’s investment in Meican Group at an aggregated 19.4%
The recoverable amount of the investment in this subsidiary has been determined using a Discounted Cash Flow (DCF) valuation method.
Key assumptions of the Meican business plan and DCF model
i) The table above outlines the key assumptions of Meican business plan, including growth on revenue and GP margin.
ii) The revenue perpetual growth is assumed at 3%, which is in line with the China long term inflation rate.
iii) The perpetual GP margin is assumed to be equivalent to the final year of the forecast period, which is 35% at FY33.
iv) A discount rate of 14.5% (WACC) has been applied to the cash flows which has been determined through a weighted average cost of capital calculation.
v) The WACC of 14.5% is the result of the base WACC for acquisition in China (~9.7% as of Aug’24) plus risk premium with regard to Meican business (~4.8%). It is a balanced view of WACC taking into account different risk profiles and historical performances of Meican’s three business lines, considering plausible assumptions of the cafeteria and non-cafeteria business lines as they are performing in line with business plan, while applying a higher risk premium for tech-enabled business line, for which the growth potential and margin present certain level of uncertainties.
Refer to note 10 for further disclosure on Meican Investment sensitivities.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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During the year, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Fees payable to the Company's auditors are borne by other related undertakings
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The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL). The remuneration for the director has been bourne by another group company. The services provided by the director to this company is incidental to their services to the wider group.
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Amounts written off investments
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On 31 August 2024 Sodexo Ventures UK Limited performed an impairment review of the Meican investment. An impairment loss of £4,340,055 was recognsied in the profit and loss.
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Interest receivable and similar income
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Net gains on foreign exchange
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Interest payable and similar expenses
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Net losses on foreign exchange
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Taxation on loss on ordinary activities
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
9.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 21.515%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.515%)
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Non-tax deductible amortisation of goodwill and impairment
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Factors that may affect future tax charges
The company is a member of the Sodexo S.A. Group which is expected to be a MNE within the scope of Pillar Two. The Group has carried out preliminary work and does not anticipate any significant impact from this measure in the UK.
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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On 31 August 2024 Sodexo Ventures UK Limited performed an impairment review of the Meican investment. An impairment loss of £4,340,055 was recognsied in the profit and loss.
Sensitivity
The total recoverable amount of the investment is lower than its carrying value by GBP 4.3m and hence an equivalent impairment has been recognized as of 31 August 2024. Additionally, we have run a sensitivity analysis on key assumptions (WACC, year on year revenue growth and year on year GP margin as outlined below) of the management business plan, and assessed the potential impairment impact.
i) WACC for discounting the cash flows – a change to 12.5% from 14.5%, based on the WACC used by Sodexo for the latest investment made in China
ii) Year on year revenue growth to be reduced by 2%, 5% and 7.5% from the base case. The consideration of reduction on revenue growth is based on the possiblility of delay on tech-enabled business growth against the base case BP.
Management believes that the % reductions in revenue at 2/5/7.5% are severe but plausible, because the possible delay on tech-enabled business growth will be likely offset by the higher growth of cafe business that is over-performing vs. BP Base.
Note: The potential impairment amount in the table above is the sensitivity valuation minus the base case valuation.of £78.4m.
iii) Year on year GP margin to be reduced 12.5%, 20% and 50% from the base case. The consideration of reduction on GP margin is based on the scenario of lower commission rate than expected on tech-enabled business against the base case BP.
Note: The potential impairment amount in the table above is the sensitivity valuation base case valuation of £78.4m
Management have performed an alternative valuation on the three business lines (café and non-café together, and tech-enabled business separately applying a reduction in revenues). The WACC used for the core business is 10.5%, and tech-enabled line of 14.8%. Meanwhile, we have applied severe reduction on revenues and GP of the tech-enabled business line which presents certain level of
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Investments in associates
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The following was a subsidiary undertaking of the Company:
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Meican Group
Meican is a Chinese B2B food technology company, organised into three main business units (cafeteria, non-cafeteria & tech-enablement), providing digitized food offers, through various channels
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Corporate Filing Services Ltd, PO Box 613, 3rd Floor Harbour Centre, George Town, Grand Cayman, KY1 - 1107, Cayman Islands
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to fellow subsidiary undertakings relate to Sodexo Global Services UK Limited and are payable on demand. No interest is due on these balances.
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Allotted, called up and fully paid
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SODEXO VENTURES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
12.Share capital (continued)
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107,396,000 (2023 - 107,396,188) Ordinary shares of £1 each
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Related party transactions
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Transactions with other fellow wholly owned subsidiaries of Sodexo S.A. are not disclosed as the company has taken advantage of the exemption available under paragraph 8(k) of FRS 101.
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The Company’s ultimate parent company and controlling party is Sodexo S.A., a company incorporated in France. This is the smallest group of undertakings for which consolidated financial statements are prepared. Copies of the consolidated financial statements can be obtained from The Secretary, Sodexo S.A., 255 Quai de la Bataille de Stalingrad, 92866 Issy-Les-Moulineaux, France. The immediate parent company is Sodexo Global Services UK Limited, a company incorporated in the UK.
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