Sorbet Topco Limited

Contents

Sorbet Topco Limited

Company Information

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

The directors present their strategic report for the period from 3 July 2023 to 31 August 2024.

Principal activity

The financial period represents the first reporting period for Sorbet Topco Limited, following its incorporation on 3 July 2023. The company was established as the new UK holding entity for the Group’s international operations, including The DC Foods group in South Africa and the subsequent acquisition of IWS LLC in the United States. The principal activity of the group is the manufacture of premium sorbet served in real fruit shells with the main operations based in Port Elizabeth, South Africa. The group specializes in crafting high-quality, natural, and refreshing sorbets, primarily for export to the USA with other revenue streams across the globe. With a strong brand presence in the frozen dessert market, the group has successfully positioned itself as a unique and sustainable offering through its flagship brand, Island Way Sorbet.

Fair review of the business

Revenue for the period amounted to $50.54 million (ZAR 942.94 million), underpinned by strong demand across key markets and the successful integration of the IWS LLC acquisition. Net profit for the year reached $3.58 million (ZAR 66.79 million), reflecting disciplined cost management, favourable gross margins, and strategic investment in production and distribution capabilities.

During the financial period, the group undertook a significant expansion at its factory in Port Elizabeth, South Africa, enhancing its production capabilities to meet growing demand. Additionally, the group acquired its US distributor, IWS LLC, marking a strategic move to strengthen its direct market presence in the United States. Following this acquisition, the group has significantly grown its team in the USA, driving product penetration into mainstream retailers beyond its established sales base with Costco.

The group are actively working on product innovations to widen its range and achieve year-round distribution. It is also focused on establishing its online presence and brand positioning following the distributor takeover. The group already sells products in Canada and is looking to expand into the Middle East, Australia, Mexico, China, Europe, and the UK.

As part of its operations, the group also produces frozen fruit products, which it sells primarily through a B2B model into the Japanese market. The expanded factory has substantially increased both ice cream manufacturing and fruit processing capacity, supporting further growth and efficiency.

Business Model & Strategy

The group, through its brand Island Way Sorbet, operates through the following business channels:
• Manufacturing & Distribution: Expanded production facilities in South Africa ensure high-quality standards and cost efficiency.
• Export Operations: Primary export market is the USA, with distribution partnerships across major retail chains.
• Retail Partnerships: Supplying large supermarkets, specialty frozen food retailers, and independent stores.
• Foodservice & Hospitality: Supplying restaurants, cruise lines, and catering businesses.
• B2B Sales: Supplying frozen fruit products to the Japanese market.
 

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Strategic Objectives

1. Market Expansion: Strengthening distribution in the USA, entering mainstream retail, and exploring new international markets.
2. Sustainability Commitment: Enhancing eco-friendly packaging and reducing carbon footprint.
3. Product Innovation: Expanding flavour varieties, developing frozen fruit offerings, and offering dairy-free alternatives.
4. Operational Efficiency: Optimizing logistics and production to reduce costs and improve margins.
5. E-commerce Growth: Enhancing digital presence and direct-to-consumer channels.
 

Market Review & Competitive Environment

The global frozen dessert market was valued at approximately USD 34 billion in 2023, with forecasts projecting continued growth. The figure of USD 34 billion is derived from industry research reports, such as those published by Statista, Fortune Business Insights, Grand View Research, or Mordor Intelligence.

Using an approximate exchange rate of ZAR 18.66/USD, this equates to around ZAR 634 billion, with growth driven by:
• Increasing demand for natural, clean-label frozen desserts.
• Consumer preference for low-calorie, dairy-free, and exotic fruit-based desserts.
• The USA being a key market for premium and artisanal frozen desserts.

Competitive Landscape

Key competitors of Island Way Sorbet include:
• International Sorbet Brands: Competing with premium sorbet producers and global frozen dessert brands.
• Private Label & Specialty Brands: Smaller niche brands in the health-conscious frozen dessert space.

Financial Performance & Key Performance Indicators (KPIs)

The financial period was characterised by continued international demand for Island Way Sorbet, notably within the US market, alongside significant investment in production capacity and strategic acquisitions. Despite macroeconomic pressures such as currency volatility and logistics inflation, the group delivered a solid financial performance, underpinned by operational scale and margin protection strategies.

• Revenue: $50.54 million (equivalent to ZAR 942.94 million), representing an expansion of the US distribution and the integration of IWS LLC.
• Gross Profit Margin: 43%, reflecting stable input costs and improved production efficiencies following factory expansion.
• Net Profit: $3.58 million (ZAR 66.79 million), equating to 7% of revenue, slightly impacted by one-off costs related to the IWS acquisition and restructuring.
• EBITDA margin of 27%, providing a clearer picture of underlying profitability by excluding finance and tax effects.
• Operating Cash Flow: $8.47 million (ZAR 158.08 million), the increase in cash reserves suggests healthy internal cash generation supporting capital investment and strategic activities.

The group's key financial and other performance indicators during the period were as follows:

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Review of Financial Position Including Capital Structure

At 31 August 2024, the Group’s net assets position was $19.92 million. This movement reflects the Group’s acquisition-led expansion strategy, increased investment in production capabilities, and active management of working capital across multiple areas.

The Group remains cash-generative, with cash and cash equivalents increasing to $5.74 million, driven by strong export performance in the US and effective control over capital expenditure.

This being the Group’s first financial reporting period, the capital structure was established through a combination of initial shareholder loans and equity contributions provided by the ultimate holding company and affiliated investors. These funds were used primarily to finance the acquisition of IWS LLC, support the expansion of the Group’s South African manufacturing facility, and meet initial working capital requirements.

Any additional funding drawn during the period was deployed strategically across infrastructure, systems investment, and raw material procurement to support scalability.

The Group continues to monitor its capital structure to ensure it maintains flexibility and financial resilience, balancing leverage with liquidity to fund its ongoing international expansion and operational investments.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Non-current assets
Movement in non-current assets primarily reflects the acquisition of IWS LLC and additional investment in machinery and equipment at the Port Elizabeth facility. The closing balance for non-current assets stood at $71.67 million. Amortisation of existing intangibles and foreign exchange translation differences also impacted the carrying values.

Current assets (excluding cash)
Current assets excluding cash increased to $25.72 million, driven by higher trade receivables and inventory build-up to support seasonal demand in America. This is consistent with expanded distribution channels following the IWS acquisition.

Cash position
Cash and cash equivalents closed at $5.74 million, supported by operating cash flows from continued demand in the US and Canada. These cash flows were reinvested into fixed assets and utilised to fund acquisition costs and ongoing working capital expansion.

Current liabilities
Current liabilities increased to $21.67 million (excluding bank loans and overdraft), reflecting the scale of operations post-IWS integration and the timing of the production cycle. The increase was also driven by growth in trade and other payables, deferred income, and accrued expenses linked to seasonal retail activity.
 

Going Concern Assessment

The directors have assessed the group and company’s ability to continue as a going concern for at least 12 months from the date of approval of the financial statements. This assessment considered:

• Forecast cash flows from both Sorbet Topco and its key subsidiaries, including DCF and IWS, under base and downside scenarios.

The impact of macroeconomic risks such as:

• Exchange rate volatility (USD/ZAR and GBP/ZAR),
• Inflationary pressures on raw material sourcing and logistics,
• Policy uncertainty in both South Africa and the United States (e.g., trade policies, food safety regulation shifts, tariff arrangements and supply chain legislation).

Strategic initiatives under way to expand market share in the USA and improve margin via automation and product innovation.

Mitigation actions such as cost control measures, diversified supplier sourcing, improved sales planning for seasonality , and the post-year-end refinancing of the Group’s US facilities to enhance financial resilience and support long-term strategic objectives.

The directors are satisfied that the group and company has adequate resources and contingency plans to remain solvent and operational for the foreseeable future and therefore consider it appropriate to prepare the financial statements on a going concern basis.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Principal risks and uncertainties

The directors have considered the key internal and external risks that could materially impact the Group’s performance, operations, or strategic objectives. While not all risks are within management’s control, the Group has implemented mitigation strategies and ongoing monitoring to minimise their potential impact.

1. Supply Chain Risks

Raw Material Sourcing
The Group sources exotic fruits and natural ingredients globally, particularly from Southern Africa. Disruption to farming yields due to climate variability, transport delays, or geopolitical instability can lead to price volatility or stock shortages. These factors directly impact production cost and margin.

Mitigation: Sorbet Topco maintains multi-supplier arrangements, enters forward contracts where feasible, and continues to explore local sourcing alternatives to reduce dependency on single regions.

Export Logistics
Shipping disruptions and customs regulation changes in destination markets (e.g., the USA) can impact fulfilment schedules and operating costs. Heightened global port congestion and container shortages pose ongoing logistical risk.

Mitigation: Strategic use of third-party logistics providers with flexible routing capabilities, and regular review of customs clearance procedures to ensure compliance.

2. Market Risks

Consumer Trends & Competition
The frozen dessert industry is highly responsive to health, dietary, and lifestyle trends. A growing shift toward plant-based, low-sugar, or protein-enriched alternatives presents a threat to traditional fruit sorbets.

Mitigation: The Group invests in consumer research and product development to diversify its portfolio and respond quickly to emerging trends.

Economic Conditions
Macroeconomic pressures such as inflation, interest rate hikes, and consumer spending reductions-particularly in the US-can influence order volumes and margins.

Mitigation: Price adjustment strategies, margin tracking, and focus on cost-efficient production help cushion against volume declines. Market penetration in premium channels (e.g., Costco) provides more resilient demand.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

3. Regulatory Risks

Food Safety & Compliance
The Group must comply with stringent international food safety standards, notably US FDA regulations and Canadian import controls. Any breach or recall could damage reputation and cause operational disruption.

Mitigation: Compliance is managed through robust internal quality controls, third-party audits, and staff training. Documentation for traceability and recall readiness is maintained.

Trade Policy & Tariffs
Changes in trade agreements between South Africa, the USA, and other trading partners could materially affect cost structures and market access.

Mitigation: The Group has established a proactive trade and regulatory monitoring process that includes:
• Regular engagement with international trade advisors, including customs brokers and logistics consultants, to remain informed of upcoming changes to tariffs, quotas, or import documentation requirements.
• Scenario planning for tariff shocks, particularly on US-bound shipments, allowing the Group to assess and implement mitigation responses such as alternative sourcing strategies or forward ordering.
• Close collaboration with local export councils and participation in trade advocacy forums in both South Africa and the USA, ensuring that the Group’s interests are represented in any formal trade consultations or industry discussions.
• Maintaining a diversified logistics network to shift between ports or service providers as needed, minimising exposure to single-point disruption due to geopolitical or regulatory volatility.
• Diversification of product range and geographic markets to reduce dependence on any single product category or region. The Group continues to broaden its portfolio of frozen dessert products and has expanded into multiple key export territories, including the USA, Canada, the Middle East, and parts of Europe, thereby enhancing its resilience against regional regulatory shocks or market-specific trade barriers.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

4. Economic & Financial Risks

Foreign Exchange Volatility
A significant proportion of the Group’s costs are in ZAR while revenues are earned in USD. Currency fluctuations, especially USD/ZAR, can materially impact profitability.

Mitigation: Regular foreign exchange exposure assessments are conducted. The Group uses hedging where appropriate and considers natural hedging through ZAR-based operational spending.

Interest Rate Sensitivity
Rising interest rates affect the cost of debt, particularly on facilities used to fund acquisitions and capital projects.

Mitigation: The Group collaborates closely with financial partners to manage refinancing risk, considers fixed-rate debt structures, and maintains conservative leverage.

Risk Monitoring and Governance
The Board regularly reviews the risk register and receives updates from the audit and risk committees. Senior management is responsible for implementing mitigation strategies and tracking key risk indicators across operations, finance, and compliance.

Sustainability & ESG Initiatives

The group is committed to embedding sustainability across its operations and supply chain as part of its long-term value creation strategy. The Group recognises that environmental and social responsibility is increasingly important to consumers, partners, and stakeholders.

Environmental Initiatives
• Carbon Footprint Reduction: Implementation of energy-efficient equipment and processes across the South African production site, targeting long-term emissions reduction.
• Sustainable Sourcing: Collaboration with local farmers and cooperatives to ensure ethical procurement of fruit, minimise food miles, and promote sustainable agriculture.

Social & Governance Commitments
• Community Engagement: Support for local development through fair-trade purchasing models and engagement with farming initiatives that promote job creation and skills development.
• Ethical Governance: Reinforced governance structures within the Group to oversee ESG initiatives, with board-level accountability and annual reviews of progress.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Outlook & Strategic Priorities

The directors remain optimistic about the Group’s prospects for the coming year, despite the macroeconomic and geopolitical challenges present in both local and international markets. The Group will continue to monitor the risks outlined in this Strategic Report and adapt its operational and commercial strategies accordingly to maintain competitiveness and secure long-term sustainable growth.

The outlook for the group remains positive, supported by consistent growth in export demand, particularly in the United States, and continued innovation in product development. The Group is committed to investing in new production technologies, expanding its manufacturing capacity in South Africa, and enhancing its digital infrastructure to support both B2B and direct-to-consumer channels.

The Group anticipates that rising interest rates and ongoing inflationary pressures will continue to affect operational costs, including raw materials, energy, and logistics. While these economic pressures may challenge short-term margins, Sorbet Topco maintains strong cost controls and has implemented pricing strategies in its key markets to offset these effects.

From a demand perspective, the shift in consumer preferences toward natural, low-sugar, and dairy-free alternatives continues to present opportunity for innovation and market share gains. The Group is actively developing new flavour variants and health-conscious offerings aligned with these global trends.

Technology will remain a key enabler of the Group’s future competitiveness. Investments in automation, data systems, and customer insight tools are expected to improve efficiency, reduce wastage, and optimise customer fulfilment. Additionally, the Group is exploring the integration of demand forecasting and production planning tools to enhance agility in its global supply chain.

The group is also advancing its international expansion agenda, with entry into new territories such as the Middle East, Australia, and Europe under consideration for 2026 and beyond. These efforts are backed by established relationships with global logistics providers and a proven export capability.

Overall, the Group’s strategy remains focused on quality, sustainability, and international growth. While uncertainties in foreign exchange volatility, interest rates, and global trade persist, the Group is confident that its diversified model, strong brand, and investment programme position it well for continued success in 2025 and into the future.

Significant Events and Post-Year-End Developments

There were no post-year-end funding arrangements, financing transactions, or capital injections entered into after the reporting date that would materially affect the Group’s financial position or liquidity outlook. The directors have considered this in their assessment of going concern.

However, subsequent to the reporting date, the Group completed a refinancing of its US facilities. While this did not materially alter the Group’s liquidity or funding profile, it forms part of ongoing efforts to optimise the capital structure and improve financing flexibility within the US market.

In addition, the Group completed a major expansion of its South African production facility, significantly increasing manufacturing capacity to meet growing international demand.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Section 172 (1) Statement

The directors, in accordance with their duties under section 172 of the Companies Act 2006, confirm that they have acted in a manner which, in good faith, they consider most likely to promote the success of the group for the benefit of its members as a whole. In doing so, the directors have had regard, amongst other matters, to:

• The likely consequences of decisions in the long term.
• The interests of the Group’s employees.
• The need to foster the Group’s business relationships with customers, suppliers, and other stakeholders.
• The impact of the Group’s operations on the community and the environment.
• The desirability of maintaining a reputation for high standards of business conduct; and
• The need to act fairly between members of the Group.

In discharging these duties, the directors also considered other relevant factors, including macroeconomic conditions, geopolitical uncertainty, and evolving consumer trends, all of which influence the strategic direction and operational decisions of the Group. The directors acknowledge that not all decisions will benefit every stakeholder group equally; however, by aligning corporate actions with the Group’s values, strategic objectives, and governance framework, the Board aims to ensure decision-making remains balanced and consistent.

Strategic Oversight and Business Governance:
Throughout the reporting period, the directors exercised oversight of the group’s strategic direction, focusing on the continued international growth of the Island Way Sorbet brand, operational resilience, and value enhancement across the Group’s subsidiaries. The directors were actively engaged in evaluating performance metrics, reviewing risk mitigation strategies, and assessing the integration of the newly acquired US distributor, IWS LLC. This included monitoring execution of key initiatives, such as production expansion in South Africa and penetration into new export markets.

Regular meetings between the Board, executive leadership, and operational teams ensured effective governance of strategic projects, while enabling responsiveness to economic fluctuations, supply chain pressures, and foreign exchange volatility. Business performance was tracked through dashboards and financial reporting tools to ensure timely interventions where necessary.

Employee Engagement and Organisational Development:
The Group recognises its workforce as central to long-term success. During the year, the directors supported investments in recruitment and training across both South Africa and the USA to build the operational capability needed for scale. Senior management led regular engagement sessions, while staff welfare and development programmes were implemented to enhance retention and productivity.

Employee feedback was channelled through local management structures, with themes escalated to Board level for consideration in strategic decisions. The Group remains committed to fair pay, inclusive practices, and a safe working environment.

Stakeholder and Customer Relationships:
Maintaining strong relationships with key stakeholders-particularly retail partners, distributors, and suppliers-was a strategic priority. The Board was kept informed of major account developments, including performance against service levels and the impact of pricing strategies on customer retention. Integration of the US distributor facilitated more direct interaction with retailers, enabling the Group to respond rapidly to market dynamics and improve its positioning with premium clients such as Costco.

Sorbet Topco Limited

Strategic Report

period from 3 July 2023 to 31 August 2024

Suppliers were engaged under long-term agreements where appropriate, with attention to ethical sourcing standards, cost stability, and continuity of supply. Strategic procurement reviews ensured that the Group remained agile in the face of global logistics constraints.

Community and Environmental Considerations:
The directors considered the environmental and social impact of the Group’s operations, aligning decision-making with the Group’s sustainability objectives. Initiatives during the year included the adoption of biodegradable packaging, increased sourcing from local farmers to reduce carbon emissions, and investment in energy-efficient equipment within the manufacturing facility.

In addition, the Group continued its engagement with local communities, particularly through its partnerships with agricultural cooperatives and its support of employment in rural regions. Environmental performance is reviewed periodically by management and reported to the Board as part of broader ESG oversight.

Standards of Conduct and Ethical Governance:
The Group maintained a robust compliance programme, particularly around food safety and cross-border regulatory obligations. The directors reviewed updates on US FDA regulations, Canadian import requirements, and South African manufacturing standards, with a focus on mitigating reputational and operational risks.

Training on ethical conduct and anti-bribery practices was delivered to relevant staff across jurisdictions, supporting a culture of integrity and accountability. The Board remains committed to upholding high standards of governance and transparency.

Fairness and Shareholder Consideration:
The directors ensured that decisions were made fairly with respect to all members of the company, including those impacted by cross-border restructuring and funding arrangements. Group-wide decisions-such as dividend policy, capital deployment, and intercompany trading terms-were taken following rigorous evaluation of the implications for each subsidiary and stakeholder.

By embedding the principles of section 172(1) within the Group’s governance structure and strategic planning processes, the directors believe they have acted in the best interests of the company and its members while supporting sustainable long-term value creation.

Sorbet Topco Limited , through its brand Island Way Sorbet, remains committed to sustainable growth, innovation, and maintaining a strong presence in the global frozen dessert market. Despite economic challenges, our strategic focus on quality, sustainability, and export market expansion positions us well for future success. The management team remains dedicated to delivering value to stakeholders while ensuring financial resilience.

Approved and authorised by the Board on 11 September 2025 and signed on its behalf by:
 

Sorbet Topco Limited

Directors' Report

Period from 3 July 2023 to 31 August 2024

The directors have the pleasure of presenting their report for the financial period ending 31 August 2024.

Nature of the Business

Sorbet Topco Limited operates in the food manufacturing industry, offering a comprehensive range of frozen desserts. The group’s core activities remain unchanged during the year under review. Further detail is provided in the Strategic Report.

Financial Results

The consolidated financial results for the year are set out in the attached financial statements. The group continues to operate profitably, maintaining a strong financial position and ensuring sustainable growth. Revenue and profitability were impacted positively by consistent demand in the market and effective cost control measures. A detailed analysis of financial performance is included in the Strategic Report.

Directors of the group

The directors who held office during the period were as follows:

J J Bester (appointed 3 July 2023)

M J Bowman (appointed 30 May 2024)

J B Cummings (appointed 30 May 2024)

H C Maritz (appointed 30 May 2024)

D Peters (appointed 30 May 2024)

M J V L Sadie (appointed 30 May 2024)

J Scheid (appointed 3 July 2023)

There were no changes to the board during the reporting period.

Future developments

The Group’s future developments are outlined in the Group Outlook & Strategic Priorities section of the Strategic Report on page 8, in accordance with section 414C(11) of the Companies Act 2006. The directors consider this information to be of strategic importance to the Group.

Dividends

No dividends were declared or paid during the financial year. The directors elected to retain profits to further strengthen the group’s financial position and support ongoing operational needs and strategic initiatives.

Share Capital

On 27 June 2024, the company issued additional shares, as recorded at Companies House. Apart from this issuance, there were no further changes to the authorised share capital during the financial year.

Events After the Reporting Date

The directors have reviewed events occurring after the reporting date, including any potential funding or financing arrangements, and confirm that no material facts or circumstances have arisen between the reporting date and the date of this report that would have a material impact on the financial statements or the Group’s future operations.

Sorbet Topco Limited

Directors' Report

Period from 3 July 2023 to 31 August 2024

Going concern

The directors have reviewed the group’s financial position and cash flow forecasts and are satisfied that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Streamlined energy and carbon reporting (SECR)

The Company is a UK-incorporated holding company with no energy consumption or greenhouse gas emissions arising from UK operations during the reporting period and is therefore exempt from detailed disclosures under the Streamlined Energy and Carbon Reporting (SECR) regulations.

The Company has considered the inclusion of energy and emissions data from its overseas subsidiaries. However, as these subsidiaries operate independently and are not subject to UK SECR requirements, and due to the complexity and inconsistency in international data collection processes, the Group has elected not to include this information in the current period. The Company may revisit this approach in future reporting periods should operational relevance or data accessibility change.

Reappointment of auditors

The auditor, PKF Francis Clark, will be proposed for appointment in accordance with section 485 of the Companies Act 2006.

Disclosure of information to the auditor

Approved and authorised by the Board on 11 September 2025 and signed on its behalf by:

Sorbet Topco Limited

Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Sorbet Topco Limited

Independent Auditor's Report to the Members of Sorbet Topco Limited

Opinion

We have audited the financial statements of Sorbet Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 3 July 2023 to 31 August 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Sorbet Topco Limited

Independent Auditor's Report to the Members of Sorbet Topco Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

Sorbet Topco Limited

Independent Auditor's Report to the Members of Sorbet Topco Limited

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning, we obtained an understanding of the legal and regulatory framework that is applicable to the entity and the industry/sector in which it operates to identify the key laws and regulations affecting the entity. As part of this assessment process, we discussed with management the laws and regulations applicable to the company, reviewed certification identified on the company website and other communications and considered findings from component audits.

The key laws and regulations we identified were Employment Law (UK, SA and US), Bribery Act 2010 (UK), Foodstuffs, Cosmetics and Disinfectants Act 1972 (SA), National Health Act 2003 (SA) and Custom Duties and Tariffs (SA and US).

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, primarily Companies Act 2006 and Corporation Taxes Acts 2009 & 2010.

We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the entity complies with laws and regulations and deal with reporting any issues if they arise.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue trading and the risk of material misstatement to the financial statements.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

Sorbet Topco Limited

Independent Auditor's Report to the Members of Sorbet Topco Limited

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Ground Floor
90 Victoria Street
Bristol
BS1 6DP

11 September 2025

Sorbet Topco Limited

Consolidated Profit and Loss Account

Period from 3 July 2023 to 31 August 2024

The above results were derived from continuing operations.

Sorbet Topco Limited

Consolidated Statement of Comprehensive Income

Period from 3 July 2023 to 31 August 2024

Sorbet Topco Limited

Consolidated Balance Sheet

31 August 2024

Approved and authorised by the Board on 11 September 2025 and signed on its behalf by:
 

Company Registration Number: 14975762

Sorbet Topco Limited

Balance Sheet

31 August 2024

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial period of $419,117.

Approved and authorised by the Board on 11 September 2025 and signed on its behalf by:
 

Company Registration Number: 14975762

Sorbet Topco Limited

Statement of Changes in Equity

Period from 3 July 2023 to 31 August 2024

Sorbet Topco Limited

Consolidated Statement of Cash Flows

Period from 3 July 2023 to 31 August 2024

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
2nd Floor 10 Bridge Street
Bath
BA2 4AS
United Kingdom

These financial statements were authorised for issue by the Board on 11 September 2025.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below.

Statement of compliance

Basis of preparation

Basis of consolidation

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Business combinations

Going concern

The financial statements have been prepared on a going concern basis. In making their assessment the directors have, in particular, considered the ongoing wider economic impact from inflation on the cost base and supply chain. The directors have concluded that, whilst there is an impact to the wider UK, SA and US economies, sales levels have remained strong both in the SA and internationally therefore providing sufficient certainty in respect of the going concern assessment. Management have prepared financial forecasts extending to August 2029, outlining its ability to continue trading. Having reviewed these financial forecasts, the directors are confident that the company will continue to operate with sufficient cash headroom for a period of at least 12 months from the date of approval of these financial statements.

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Judgements and key sources of estimation uncertainty

Key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. The carrying amount is $17,315,087.

Goodwill is carried at cost less accumulated amortisation and impairment and which requires estimation as to the useful economic life of the goodwill. The directors are required to test goodwill for impairment annually. This requires the use of certain estimates and assumptions including estimates of future cash flows and determination of discount rates. Actual experience may differ from these estimates and assumptions. The Group's goodwill carrying amount at the end of the reporting period is $54,353,053.

Stock is measured at the lower of cost and net realisable value. This requires estimation as to the net realisable value of stock items and whether any provision is required. The carrying amount is $12,371,269.

Investments in subsidiaries are carried at cost less any impairments which requires estimation as to the carrying value of the investment. The carrying value of the investments are assessed by any indication of impairment. The carrying amount is $14,517,752.

Revenue recognition

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Foreign currency translation

Functional and presentation currency
The Group’s financial statements are presented in USD ($) and rounded to the nearest $ (unless stated otherwise). The individual financial statements of each Group entity are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). These financial statements are then translated into the Group’s presentation currency for consolidation purposes as described below. The Group and Company’s functional and presentational currency is USD.

Transactions and balances
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Translation of group companies
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group’s presentational currency, USD, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the year where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income.

Tax

Tangible assets

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Depreciation

Goodwill

Amortisation

Investments

Stocks

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Leases

Defined contribution pension obligation

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

Derivative financial instruments and hedging

Derivatives
The Group enters into foreign exchange forward contract in order to manage its exposure to foreign exchange risk. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately.
 

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

The analysis of the group's Turnover for the period from continuing operations is as follows:

The analysis of the group's Turnover for the period by market is as follows:

The analysis of the group's other operating income for the period is as follows:

Arrived at after charging/(crediting)

The aggregate payroll costs (including directors' remuneration) were as follows:

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

The directors' remuneration for the period was as follows:

In respect of the highest paid director:

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Tax charged/(credited) in the consolidated profit and loss account

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of 25%.

The differences are reconciled below:

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Deferred tax

Group

Deferred tax assets and liabilities

Group

	Goodwill  $	Total $
Cost or valuation
Additions acquired separately	59,283,704	59,283,704
At 31 August 2024	59,283,704	59,283,704
Amortisation
Amortisation charge	4,930,651	4,930,651
At 31 August 2024	4,930,651	4,930,651
Carrying amount
At 31 August 2024	54,353,053	54,353,053

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Company

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

The Company holds the shares in Sorbet Bidco (Pty) Ltd.

*The entities are indirectly held by the company.

The deferred tax asset of £904,000 falls due after more than one year.

Sorbet Topco Limited

Notes to the Financial Statements

Period from 3 July 2023 to 31 August 2024

Group