The directors present their strategic report for the 11 month period ended 25 July 2025.

Dolce Limited (Dolce, the Company) is a UK based contract catering company specialising in the education sector. The Company predominantly works with primary schools as well as secondary schools offering high quality, nutritious meals with the aim of supporting better health and educational outcomes. The Company's approach remains unchanged and includes the utilisation of fresh local ingredients to create seasonal and diverse menus, whilst also minimising packaging and food waste. Measurable improvements in nutritional content in school meals, along with improving the uptake of 'free school meals' continue to be key social impact goals of the business. By focusing on exceptional service delivery, the Company seeks to generate sustainable, growing long-term cash flows for its investors.

The year saw strong trading for Dolce with revenue for the 11 month trading period ended 25 July 2025 reaching £58.5m (2024: £53.5m), an increase of 9.3% compared to the previous year albeit the comparator period is for 12 months. Growth benefitted from new business wins, retention of existing contracts and strong operational controls ensured the the additional turnover was converted to EBITDA. The Board are pleased with this performance and believe it shows the strength and resilience of the brand.

Trading from the year end has started off positively and is ahead of the prior year with the Company already having secured a number of new contract wins and retentions for the 2026 financial year. The Company remains vigilant in light of a sluggish economy and believes that its strong brand, quality of food and service offering as well as its strong customer relationships will stand it in good stead to meet the challenges in the coming year.

The Company operated a defined benefit scheme for its employees. Following notice the Scheme closed to future accrual of benefits for active members with effect form 30 June 2025. Subsequently, in September 2025, the Scheme secured a buy-in insurance contract with Just Retirement Limited (Just) to secure the benefits for all members.

On 11 March 2026, a resolution was signed to commence wind-up of the Scheme. As a result of the above, there is no longer scope for the company to benefit from the pension scheme surplus via the reduction of future employer

contributions. As such, the surplus has been assumed to be irrecoverable so has been written down to £Nil.

Post balance sheet event

Demeter Bidco Limited acquired the entire share capital of Dolce on 31 October 2025 through the acquisition of the entire share capital of the Company's immediate parent D3S Enterprise Limited. D3S Enterprise Limited became a wholly owned subsidiary, the ultimate UK parent company of which is Demeter Midco Limited. The group's ownership following the sale is ultimately THI Holdings GmbH, a German based family-owned business with total assets under management of more than €2.0bn. As a result of the acquisition, the Company changed its accounting reference date to 31 July as part of the integration with the wider group, however the accounts have been prepared for the financial period ended 25 July 2025, which is the last Friday in July, in accordance with section 390(3) of the Companies Act 2006, this does not change the accounting reference date .

The principal risks to the business include food inflation, labour cost inflation, industrial action leading to school closures (or partial closures) and health, safety and environment on a general basis, all of which are well managed and mitigated by management systems, procedures and contract terms. In the future, the Company expects to benefit from the additional resource and expertise available to it from being part of a larger group following is acquisition by Demeter Bidco Limited.

Going concern

Given the bank loan facilities available to the intermediate parent company Demeter Bidco Limited and the fact they they have been extended following the year end and a detailed appraisal by the bank, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the next 12 months from the date of approval of these accounts. In reaching this conclusion, the directors also assessed the strong financial performance and significant cash resources of Dolce during the period under review. In addition, financial forecasts that cover the going concern assessment period were considered alongside possible mitigating actions. Consequently, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Health, safety & environmental

Health and safety risks are managed and mitigated using internal processes, extensive training of site-based teams and regular auditing by field management. These cover inspection of kitchens and food storage facilities, ensuring Hazard Analysis and Critical Control Points (HACCP) documents are completed and observing catering teams in action preparing food. The Company's progress in this area is reported to both the senior leadership team and board on a regular basis to ensure appropriate governance. Safe systems of work have been developed with the assistance of external advisors and clients to provide the safest possible working environment. The Company's food safety policy has been developed with Wigan Council which is the Primary Authority Trust.

Labour market

The primary driver of increases in labour costs is changes in the National Minimum Wage (NMW) which come into effect at the start of each April. An increase in the NMW will influence pay settlements for other job roles. In addition, the government may impose increases in the associated costs of employment as was the case in April of this year with a significant increase in employer's national insurance.

Regulation

The business is subject to strict regulation including school food standards, food safety, and allergens. The business has always operated in such an environment, and the directors consider the internal controls in force are sufficient to meet existing requirements and also to meet any future changes.

Credit risk

The company has no significant exposure to credit risk. However, to the extent that slow payment of debt can result in additional investment in working capital, the Company has a well-established credit control function which monitors debts that fall due as well as those that become overdue.

Foreign exchange rate risks

The company has no significant or direct exposure to foreign exchange rate risk. The company's supply base may be subject to foreign exchange rate risk, but this is mitigated by focussing on local and UK based suppliers where possible.

Risk management

The Directors regularly review the financial requirements of the company and the risks associated therewith. The company does not use complicated financial instruments. The company's operations are primarily financed from permanent equity and cash generated by the business. The company does have other financial instruments such as trade debtors and trade creditors that directly arise from the company's operations and are monitored widely throughout the business.

The performance of the company is measured using the following key financial performance indicators: turnover, gross profit, gross profit percentage, labour percentage, and Adjusted EBITDA which is defined as earnings before deduction of interest, tax, depreciation and amortisation and any exceptional, non-recurring costs.

These measures of financial performance for the 11 month trading period ended 25 July 2025 (2024: 12 months) were:

Adjusted EBITDA is adjusted to remove the defined benefit pension scheme costs.  This scheme has been closed and is in the process of wind up.  In addition costs incurred in relation to the sale of the business have also been excluded.  Adjusted EBITDA for the 12 month period to 31 August 2025 would have been lower at £5.6m due to the school holidays.

In addition, the company uses a balanced scorecard approach to measure a number of key non-financial performance indicators including food quality, service standard, nutritional value, health and safety, and operational performance.

The balanced scorecard includes measures of take-up by all students; take-up of free school meals; food quality audit measures; food preparation; safety and compliance measures; productivity and operational efficiency measures; customer and client satisfaction results; and contract retention rates.

Statement of director's duties to stakeholders

The Directors are aware of their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, it would be most likely to promote the success of the Company and in doing so have regard (amongst other matters) to.

• the likely consequences of any decision in the long-term

• the interests of the Company’s employees

• the need to foster the Company’s business relationships with suppliers, customers, and other stakeholders

• the impact of the Company’s operations on the community and the environment

• the desirability of the Company to maintain a reputation for high standards of business conduct; and

• the need to act fairly between shareholders of the Company

The directors are committed to developing and maintaining a governance framework that is appropriate to the business and supports effective decision making coupled with robust oversight of risks and internal controls.

The directors of the Company have sought to balance the needs of its members with the 172 matters throughout the year, for example in the policies and practices employed by the company, ensuring that the Company's reputation for high standards of conduct is maintained and is evident in its engagement with key stakeholders.

The directors have a duty to promote the success of the Company, and this relies on smooth operations and the support and the joint efforts of stakeholders. Thus, effective communication and interaction with the Company are indispensable in the company's business operations. The directors are aware of the importance of stakeholder opinions and understand and response to relevant stakeholders and their concernsgroup and their concerns.

The Company's employees and colleagues are its most valuable asset, and their wellbeing is key to its success. Dolce continues to focus on communicating with its teams. A multi-faceted communications approach is used to address the wide demographic range of our workforce and its wide geographical distribution. We use a range of communications platforms including consultations directly with employees, unions and staff councils on matters likely to impact employees. The Company also uses information bulletins and reports where more appropriate. It is expected that as part of the larger group, the Company will transition to these systems/ processes over the next months or so.

Career development

It is expected that over the next 12-24 months, the Company will transition to use the systems and processes of its parent company and these are outlined here. The online learning and development (L&D) system of our parent allows all employees to develop their careers in multiple areas. There is an apprenticeship scheme to help develop Chefs and Customer Service Assistants in the business. As a result of a new partnership, enrolment rates have increased 5-fold in other group trading companies owned and operated by Demeter Midco Limited.

Employee safety

The safety of our employees and customers is paramount. Regular Health & Safety (H&S) reviews are held with senior management to ensure continuous improvement in this area. Monitoring of H&S is done at Executive and Board level on a regular basis.

The systems and procedures in Quality Management and Environmental management operated by our parent and its trading subsidiaries (Cucina Restaurants and Innovate Solutions) have been audited, and the business has been accredited with the ISO 9001:2015 Quality Standards and ISO 14001:2015 Environmental Standards. As part of this group, it is expected that the Company will adopt the practices necessary to ensure compliance. Dolce currently has achieved ISO9001:2015 Quality Standards and ISO:2015 Environmental Standards,

Dolce works with its supplier base to ensure its operations can be carried out as efficiently as possible. The Company works with national, regional and local suppliers to ensure we deliver the best value and the highest quality of products for customers.

Customers

Close relationships with our customers are a feature of the Company's business model and seeks to set it apart from its competition. All of the Company's staff work hard to over-deliver on customer expectations where possible.

Others

The company works with its local and national tax authorities to ensure that employment, sales and other corporate taxes are accounted for and paid as appropriate in line with relevant guidelines

The business complies with current anti-slavery legislation.

Energy and carbon reporting

The Company meets the criteria for reporting on its energy and carbon usage in accordance with the Companies (Director's Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. During the year, the Company made important progress on its journey to deliver its products and services more sustainably and with greater environmental focus.

The Company provides catering services within a school environment. As such none of the operating companies has any direct control over energy management within the school and therefore this is beyond the scope of this report. The carbon emissions that the Group has operational control for are included as Scope 1 and 2 and mainly comes from the use of Company vehicles. Other facility based emissions are captured within the wider Scope 3 footprint calculations. All location based emission factors used in calculations were taken from those provided by BEIS (Department for Business, Energy and Industrial Strategy). The Company has taken the opportunity to revise the estimates of prior year usage statistics as a result of working with its new provider in order to make them properly comparable to current year estimates of emissions. In addition, the Company has chosen to estimate its intensity ratio as a proportion of turnover rather than the previously used FTE (full time equivalent).

Over the coming year, the Company will focus on (1) Fleet energy saving and developing a formal sustainable travel and commuting policy (2) Site energy saving measures including a new Energy and Efficiency Policy and improving employee engagement to support behavioural change and (3) School kitchen energy saving measures including designing menus to maximise energy efficiency by designing dishes for different day parts to use a shared equipment platform as well as switching equipment off when not in use.

On behalf of the board

The directors present their annual report and financial statements for the period ended 25 July 2025.

The principal activity of the company continued to be that of provision of catering services to schools across the UK.

The results for the period are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual 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 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 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 judgements 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; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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 also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The company is firmly committed to the principles of equal opportunities for all and seeks to provide a friendly and supportive environment in which to work and a wide range of services to meet the individual needs of students and staff. It has a rigorous Equality & Diversity Policy to ensure that no job applicant or employee receives less favourable treatment than another on any grounds including age, disability, gender re-assignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, gender and sexual orientation.

The company's recruitment, selection, development and other human resource processes have all been designed to ensure this policy is given full effect.

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The auditors, Fairhurst Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Dolce Limited (the 'company') for the period ended 25 July 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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:

• give a true and fair view of the state of the company's affairs as at 25 July 2025 and of its profit for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 directors' 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the 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 or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

• we identified the laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;

• we identified those laws and regulations which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material  misstatement, including obtaining and understanding of how fraud might occur, by;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud: and

• considered the internal control in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions; and

• Assessed whether judgements and assumptions made in determining the accounting  estimates were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspections of regulatory and legal correspondence, if any.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Dolce Limited is a private company limited by shares incorporated in England and Wales. The registered office is St Andrews House, West Street, Woking, GU21 6EB.

Following the acquisition of the entire share capital of Dolce by Demeter Bidco Limited on 31 October 2025, the Company changed its accounting reference date to 31 July as part of the integration with the wider group, however the accounts have been prepared for the financial period ended 25 July 2025, which is the last Friday in July, in accordance with section 390(3) of the Companies Act 2006, this does not change the accounting reference date. The reporting period for this year is for 11 months, whereas the comparative period is for 12 months.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Following the acquisition of Dolce Ltd's immediate parent D3S Enterprise Ltd on 31 October 2025 the following assessment has been made. Given the bank loan facilities available to the intermediate parent company Demeter Bidco Limited and the fact they they have been extended following the year end and a detailed appraisal by the bank, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the next 12 months from the date of approval of these accounts. In reaching this conclusion, the directors also assessed the strong financial performance and significant cash resources of Dolce during the period under review. In addition, financial forecasts that cover the going concern assessment period were considered alongside possible mitigating actions. Consequently, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.true

Turnover represents the net invoiced value of goods sold, excluding value added tax.

Client guaranteed income and profit shares are included as administration costs and are not netted off turnover. This change in accounting policy has been implemented as the directors believe these costs represent an administration cost of running the contract rather than a reduction in turnover.

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when, and only when, the company’s contractual obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from the recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Multi-employer pension plan

The company is a member of a multi-employer plan. Where it is not possible for the company to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Exceptional items

Exceptional items are transactions that arise from within the ordinary activities of the business but due to their size and non-recurring nature are presented separately to allow users of the financial statements to better understand the underlying financial performance of the business.

Pension costs and other post-retirement benefits

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled recognised at the undiscounted amount expected to be paid in exchange for that service.

The company operates a defined benefit plan for the benefit of some of its employees (Dolce Limited Retirement Benefits Scheme).

Scheme assets are measured at fair values. Scheme liabilities are measured on an actuarial basis using the projected unit method and are discounted at appropriate high quality corporate bond rates. The net surplus or deficit is presented separately from other net assets on the balance sheet. A net surplus is recognised only to the extent that it is recoverable through reduced contributions in the future, in accordance with paragraph of FRS 102.

The current and past service costs and costs from settlements and curtailments are included in either cost of sales or administration costs depending on the departmental split, previously all pension costs were recognised in administration costs. Interest on the scheme liabilities and the expected return on scheme assets are included in other finance costs within administrative expenses. Actuarial gains and losses are reported separately in the statement of comprehensive income.

The most recent formal funding valuation by the Scheme Actuary had an effective date of 1 September 2021. FRS 102 allows those results to be approximately updated to estimate Scheme liabilities / assets.

The assets of the Dolce Limited Retirement Benefits Scheme is a funded scheme and the assets are held separately from those of the company in separate trustee administration funds.

Local Authority Defined Benefit Schemes

The company participates in several defined benefit schemes, with assets and liabilities held separately from those of the company in separate trustee administered funds. The company's contributions are affected by the surplus or deficit in the schemes; however, it is not possible to identify the company's share of the underlying assets and liabilities in the schemes on a consistent reasonable basis. Therefore, in accordance with FRS102 28.40A, the schemes are accounted for as if they were defined contribution schemes.

The above pension scheme charges are recognised in either cost of sales or administration costs depending on the departmental split, previously all pension costs were recognised in administration costs.

Defined Contribution Pension Schemes

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period in which they relate.

The above pension scheme charges are recognised in either cost of sales or administration costs depending on the departmental split, previously all pension costs were recognised in administration costs.

Provisions and contingencies

A provision is recognised where there is a present obligation (either legal or constructive) as a result of a past event and where a transfer of economic benefits is probable to settle the obligation and the obligation can be reliably measured.

Contingent assets are not recognised until the flow of future benefits is virtually certain.

Supplier rebates

Supplier rebates are recognised when the rebate criteria has been met and receipt is probable. Supplier rebates are recognised as a credit to cost of sales.

Site consumables policy

The directors have reviewed the usage of, cost per school contract and monitoring practicality for small IT consumables such as touchscreens and have concluded that they are to be written off in the year the contract commences. All replacements are also to be written off when purchased. These costs are recognised within administration costs (previously direct costs).

Site on-boarding

These costs are spread across the life of the initial contract and recognised within administration costs.

Site maintenance

Site maintenance costs and company kitchen repairs are written off in the year that they occur and recognised within administration costs.

Preparation of the financial statements required management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The present value of the pension scheme defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a variety of assumptions. The assumptions used in determining the net cost for pensions include the discount rate. Any changes in these assumptions, which are disclosed in note 19 will impact the carrying amount of the pension liability. Furthermore, a roll forward approach which projects results from the latest full actuarial valuations performed at 1 September 2021 has been used by the actuary in valuing the pensions net position at 31 July 2025. Any differences between the figures derived from the roll forward and approach and a full actuarial valuation would impact on the carrying amount of the pension obligations.

Provisions are measured at the best estimate of the amount required to settle the obligation at the reporting date and should take into account the time value of money where material. The provision is then adjusted at each reporting date. The unwinding of any discount is included within finance costs.

The directors have reviewed the usage of, cost per school contract and monitoring practicality for small IT consumables such as touchscreens and have concluded that they are to be written off in the year the contract commences. All replacements are also to be written off when purchased.

The directors have reviewed the costs of on-boarding new sites and have judged that it gives a true and fair view to spread these costs over the life of the initial contract.

An analysis of the company's turnover is as follows:

The average monthly number of persons (including directors) employed by the company during the period was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024 - 3).

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

This includes those contributions which relate to Local Authority multi-employer related schemes which are treated as defined contribution.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company operates a defined benefit scheme for qualifying employees. Under the scheme, the employees are entitled to retirement benefits as a proportion of final salary on attainment of retirement age of 65.

The most recent comprehensive actuarial valuation of the plan assets and the present value of the defined benefit obligation was carried out at 1 September 2024.

Assumed life expectations on retirement at age 65:

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

As the scheme closed to accrual during the accounting period, there is no longer scope for the company to benefit from the pension scheme surplus via the reduction of future employer contributions. As such, the surplus has been assumed to be irrecoverable so has been written down to £Nil.

The defined benefit obligations arise from plans which are wholly or partly funded.

The actual return on plan assets was £77,000 (2024 - £1,862,000).

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Following notice the Scheme closed to future accrual of benefits for active members with effect form 30 June 2025. Subsequently, in September 2025, the Scheme secured a buy-in insurance contract with Just Retirement Limited (Just) to secure the benefits for all members.

On 11 March 2026, a resolution was signed to commence wind-up of the Scheme. As a result of the above, there is no longer scope for the company to benefit from the pension scheme surplus via the reduction of future employer contributions. As such, the surplus has been assumed to be irrecoverable so has been written down to £Nil.

Demeter Bidco Limited acquired the entire share capital of Dolce on 31 October 2025 through the acquisition of the entire share capital of the Company's immediate parent D3S Enterprise Limited. D3S Enterprise Limited became a wholly owned subsidiary, the ultimate UK parent company of which is Demeter Midco Limited. The group's ownership following the sale is ultimately THI Holdings GmbH, a German based family-owned business with total assets under management of more than €2.0bn.

Other related parties

2025            2024    

£         £

Purchases                 £1,190,024        £1.172.601

Amounts due to related party         £141,219        £90,142

Other related parties represent companies under the common control of the Curtis Family.

Dividends totalling £0 (2024 - £0) were paid in the period in respect of shares held by the company's directors.

At the balance sheet date the company was under the control of the Curtis Family due to the shares held in the parent company D3S Enterprise Limited.

For the controlling parties at the date of signing the accounts please refer to note 21. Events after the reporting date.