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Sorbet Topco Limited
Annual Report and Consolidated Financial Statements
Year Ended 31 August 2025

Registration number: 14975762

Sorbet Topco Limited

Contents

Company Information | 1
Strategic Report | 2 to 12
Directors' Report | 13 to 14
Statement of Directors' Responsibilities | 15
Independent Auditor's Report | 16 to 19
Consolidated Profit and Loss Account | 20
Consolidated Statement of Comprehensive Income | 21
Consolidated Balance Sheet | 22
Balance Sheet | 23
Consolidated Statement of Changes in Equity | 24
Statement of Changes in Equity | 25
Consolidated Statement of Cash Flows | 26
Notes to the Financial Statements | 27 to 45

Sorbet Topco Limited

Company Information

Directors | J J Bester M J Bowman J B Cummings H C Maritz D Peters M J V L Sadie J Scheid K Ezaz-Nikpay

Registered office | 2nd Floor 10 Bridge Street Bath BA2 4AS

Auditors | PKF Francis Clark Statutory Auditor90 Victoria Street Bristol BS1 6DP

Sorbet Topco Limited

Strategic Report

Year Ended 31 August 2025

The directors present their strategic report for the year ended 31 August 2025.

Principal activity

The financial period represents the second reporting period for Sorbet Topco Limited, following its incorporation on 3 July 2023. The principal activity of the group is the manufacture of premium sorbet served in real fruit shells with the main operations based in Gqeberha (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 year amounted to $73.6 million (2024: $50.5m), underpinned by strong demand across key markets and the successful expansion into new retailers and club stores following the integration of the IWS LLC acquisition. Net loss for the year was $0.3 million (2024 profit: $3.6 million), impacted mainly by higher financing costs due to the strategic investment in production and distribution capabilities as well as lower foreign exchange gains versus prior year. Overall operating profit reached $6.8m (2024: $8.6m) for the 2025.
During the financial period, the group concluded a significant expansion at its factory in Port Elizabeth, South Africa, enhancing its production capabilities to meet growing demand. The group also expanded the commercial and marketing team post the acquisition of the US distributor, IWS LLC in 2024. 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 is actively working on product innovations to widen its range and achieve year-round distribution. It is also focused on enhancing its online presence and brand positioning following the distributor acquisition. The group already sells products in Canada, Middle East and Australia and is looking to expand into Mexico, Asia, 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

Year Ended 31 August 2025

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 37-38 billion in 2025, with forecasts projecting continued growth. These figures are derived from industry research reports published by sources such as Statista, Fortune Business Insights, Grand View Research, and Mordor Intelligence.
The growth is driven by:
• Increasing demand for natural, clean-label frozen desserts.
• Consumer preference for low-calorie, dairy-free, and exotic fruit-based desserts.
• The USA remaining 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 demand for Island Way Sorbet, notably within the US market, driven by retail and club expansion as well as further investment in production capacity. Despite macroeconomic pressures such as US tariff introduction, currency volatility and cost inflation, the group delivered a solid financial performance, underpinned by operational scale and margin protection strategies.
• Revenue: $73.6 million (2024 - $50.5 million), representing an expansion of the US retail and club expansion post integration of IWS LLC.
• Gross Profit Margin: 46% (2024 - 43%), reflecting stable input costs, improved production efficiencies owing to higher volume more than offsetting US tariff’s.
• Net Loss: -$0.3 million (2024 - Net Profit $3.6 million), equating to 0.4% of revenue (2024 - 7%), impacted by significant increase in interest payable owing to higher debt levels as well as higher depreciation on production expansion and increased amortisation of goodwill.
• Operating Cash Flow: -$2.6 million outflow (2024 - $8.47 million inflow), driven entirely by investment in working capital of $15 million to support the topline growth.

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

Financial KPIs | Unit | 2025 | 2024
Gross Profit Margin | % | 46.08 | 42.63
Operating Profit Margin | % | 9.18 | 16.93
Net Profit Margin | % | (.40) | 7.08

Sorbet Topco Limited

Strategic Report

Year Ended 31 August 2025

Review of Financial Position Including Capital Structure

At 31 August 2025, the Group’s net assets position was $20.0 million (2024 - $19.9 million). The movement is marginally impacted with movements in debt and working capital to support the planned growth.
The Group remains cash-generative, with positive EBITDA generation from operations utilised to fund increased working capital and interest on borrowings.
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.

| 2025 | 2024
| $ | $
Non-current assets | 68,587,652 | 71,668,140
Current assets (excluding cash) | 35,412,945 | 21,762,656
Cash and cash equivalents | 11,552,482 | 5,739,905
Current liabilities | 15,817,305 | 17,718,699
Bank loans and overdrafts | 40,970,414 | 31,474,583
Shareholder loans | 38,442,885 | 29,740,764
Provision for liabilities | 335,245 | 317,580
Total Net Assets | 19,987,231 | 19,919,075

Sorbet Topco Limited

Strategic Report

Year Ended 31 August 2025

Non-current assets
Movement in non-current assets primarily reflects amortisation of goodwill and depreciation of property, plant and equipment partially offset by capital acquisitions of property plant and equipment.
Current assets (excluding cash)
Current assets excluding cash increased to $35.4 million (2024: $21.8m), driven by higher trade receivables and inventory build-up to support seasonal demand and growth in America.
Cash position
Cash and cash equivalents closed at $11.6 million (2024: $5.7m), supported by operating cash flows from continued demand in the US and Canada. Due to timing of year end falling over a weekend the ability to extinguish the bank overdraft took place post year end
Current liabilities (excluding bank loans and overdraft)
Current liabilities reduced to $15.8 million (2024: $17.7m), and the reduction is primarily due to the settlement of the deferred income as well as timing of year end close. The business continues to effectively manage the supplier payments according to agreed payment terms.

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, production costs 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 incremental financing of the Group’s debt 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

Year Ended 31 August 2025

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, inventory management 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

Year Ended 31 August 2025

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

Year Ended 31 August 2025

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

Year Ended 31 August 2025

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 United Kingdom, Asia, and parts of 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 2026 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 increased its financing facilities in South Africa and is in the process of increasing 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.

Sorbet Topco Limited

Strategic Report

Year Ended 31 August 2025

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 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.

Sorbet Topco Limited

Strategic Report

Year Ended 31 August 2025

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.
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.

Sorbet Topco Limited

Strategic Report

Year Ended 31 August 2025

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.
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 4 August 2026 and signed on its behalf by:

......................................... J J Bester Director

Sorbet Topco Limited

Directors' Report

Year Ended 31 August 2025

The directors have the pleasure of presenting their report for the financial year ended 31 August 2025.

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 year were as follows:

J J Bester

M J Bowman

J B Cummings

H C Maritz

D Peters

M J V L Sadie

J Scheid

K Ezaz-Nikpay

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.

Sorbet Topco Limited

Directors' Report

Year Ended 31 August 2025

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

Each of the persons who is a director at the date of approval of this report confirms that:
• so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• the director has taken all the steps that he or she ought to have taken as a director to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... J J Bester - Director

Sorbet Topco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 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:

• | select suitable accounting policies and 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 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 year ended 31 August 2025, 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:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2025 and of the group's loss for the year 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 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

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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.

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

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 15, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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

• | Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
• | Reviewed legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance;
• | Examined regulatory inspection reports in relation to the key laws and regulations where such reports had been made during the period and after the period.
• | Confirmed that no notification has been received in relation to breaches in custom duties and tariffs.
| We also evaluated management’s incentives and opportunities for management bias, override of controls and manipulation of the financial statements. The key incentive identified is to manipulate revenue and we determined that the principal risks were related to the overstatement of profit via overstating revenue. To address the risk, we:
• | Used data analytics to test journal entries throughout the year, for appropriateness;
• | Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates;
• | Undertook specific existence and cut-off procedures in respect of revenue. We traced a sample of sales invoices from the nominal ledger to the corresponding goods delivered notes and bank receipt to ensure the existence of revenue. We also agreed a sample of sales around the year end to supporting delivery documentation to ensure the correct cut-off was applied.
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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
90 Victoria Street
Bristol
BS1 6DP

4 August 2026

Sorbet Topco Limited

Consolidated Profit and Loss Account

Year Ended 31 August 2025

| Note | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Turnover | 3 | 73,557,626 | 50,542,042
Cost of sales |  | (39,663,334) | (28,997,687)
Gross profit |  | 33,894,292 | 21,544,355
Administrative expenses |  | (28,694,177) | (16,632,912)
Other operating income | 4 | 1,554,473 | 3,646,909
Operating profit | 5 | 6,754,588 | 8,558,352
Other interest receivable and similar income | 9 | 48,042 | 394,679
Interest payable and similar expenses | 10 | (5,430,607) | (3,103,371)
|  | (5,382,565) | (2,708,692)
Profit before tax |  | 1,372,023 | 5,849,660
Tax on profit | 11 | (1,664,644) | (2,269,524)
(Loss)/profit for the financial year |  | (292,621) | 3,580,136
Profit/(loss) attributable to: |  |  |
Owners of the company |  | (926,447) | 2,812,175
Minority interests |  | 633,826 | 767,961
|  | (292,621) | 3,580,136

Sorbet Topco Limited

Consolidated Statement of Comprehensive Income

Year Ended 31 August 2025

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
(Loss)/profit for the year | (292,621) | 3,580,136
Foreign currency translation gains | 360,776 | 334,404
Total comprehensive income for the year | 68,155 | 3,914,540
Total comprehensive income attributable to: |  |
Owners of the company | (565,671) | 3,146,579
Minority interests | 633,826 | 767,961
| 68,155 | 3,914,540

Sorbet Topco Limited

Consolidated Balance Sheet

31 August 2025

| Note | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Fixed assets |  |  |
Goodwill | 12 | 48,418,712 | 54,353,053
Tangible assets | 13 | 20,168,940 | 17,315,087
|  | 68,587,652 | 71,668,140
Current assets |  |  |
Stocks | 15 | 17,075,247 | 12,371,269
Debtors | 16 | 18,337,698 | 9,391,387
Cash at bank and in hand |  | 11,552,482 | 5,739,905
|  | 46,965,427 | 27,502,561
Creditors: Amounts falling due within one year | 19 | (29,269,272) | (23,617,443)
Net current assets |  | 17,696,155 | 3,885,118
Total assets less current liabilities |  | 86,283,807 | 75,553,258
Creditors: Amounts falling due after more than one year | 19 | (65,961,331) | (55,316,603)
Provisions for liabilities | 11 | (335,245) | (317,580)
Net assets |  | 19,987,231 | 19,919,075
Capital and reserves |  |  |
Called up share capital | 22 | 14,097,752 | 14,097,752
Profit and loss account |  | 2,580,909 | 3,146,579
Equity attributable to owners of the company |  | 16,678,661 | 17,244,331
Minority interests |  | 3,308,570 | 2,674,744
Shareholders' funds |  | 19,987,231 | 19,919,075

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... J J Bester Director

Company Registration Number: 14975762

Sorbet Topco Limited

Balance Sheet

31 August 2025

| Note | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Fixed assets |  |  |
Investments | 14 | 14,517,752 | 14,517,752
Current assets |  |  |
Debtors | 16 | 38,025,187 | 28,926,279
Cash at bank and in hand |  | 51,063 | 790,009
|  | 38,076,250 | 29,716,288
Creditors: Amounts falling due within one year | 19 | (859,354) | (814,641)
Net current assets |  | 37,216,896 | 28,901,647
Total assets less current liabilities |  | 51,734,648 | 43,419,399
Creditors: Amounts falling due after more than one year | 19 | (38,442,885) | (29,740,764)
Net assets |  | 13,291,763 | 13,678,635
Capital and reserves |  |  |
Called up share capital | 22 | 14,097,752 | 14,097,752
Profit and loss account |  | (805,989) | (419,117)
Shareholders' funds |  | 13,291,763 | 13,678,635

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 year of $386,872 (2024: - $419,117).

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... J J Bester Director

Company Registration Number: 14975762

Sorbet Topco Limited

Consolidated Statement of Changes in Equity

Year Ended 31 August 2025

| Share capital $ | Profit and loss account $ | Equity attributable to owners of the parent $ | Non-controlling interests - Equity $ | Total equity $
At 1 September 2024 | 14,097,752 | 3,146,579 | 17,244,331 | 2,674,744 | 19,919,075
(Loss)/profit for the year | - | (926,447) | (926,447) | 633,826 | (292,621)
Other comprehensive income | - | 360,777 | 360,777 | - | 360,777
Total comprehensive income | - | (565,670) | (565,670) | 633,826 | 68,156
At 31 August 2025 | 14,097,752 | 2,580,909 | 16,678,661 | 3,308,570 | 19,987,231

| Share capital $ | Profit and loss account $ | Equity attributable to owners of the parent $ | Non-controlling interests - Equity $ | Total equity $
Profit for the period | - | 2,812,175 | 2,812,175 | 767,961 | 3,580,136
Other comprehensive income | - | 334,404 | 334,404 | - | 334,404
Total comprehensive income | - | 3,146,579 | 3,146,579 | 767,961 | 3,914,540
New shares issued | 14,097,752 | - | 14,097,752 | - | 14,097,752
Acquisition of non-controlling interest, increase in equity | - | - | - | 1,906,783 | 1,906,783
At 31 August 2024 | 14,097,752 | 3,146,579 | 17,244,331 | 2,674,744 | 19,919,075

Sorbet Topco Limited

Statement of Changes in Equity

Year Ended 31 August 2025

| Share capital $ | Profit and loss account $ | Total $
At 1 September 2024 | 14,097,752 | (419,117) | 13,678,635
Loss for the year | - | (386,872) | (386,872)
At 31 August 2025 | 14,097,752 | (805,989) | 13,291,763

| Share capital $ | Profit and loss account $ | Total $
Loss for the period | - | (419,117) | (419,117)
New share capital subscribed | 14,097,752 | - | 14,097,752
At 31 August 2024 | 14,097,752 | (419,117) | 13,678,635

Sorbet Topco Limited

Consolidated Statement of Cash Flows

Year Ended 31 August 2025

| Note | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Cash flows from operating activities
(Loss)/profit for the year |  | (292,621) | 3,580,136
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 7,580,783 | 5,246,174
Profit on disposal of tangible assets |  | (4,534) | (54,068)
Finance income |  | (48,042) | (394,679)
Finance costs |  | 5,430,607 | 3,103,371
Income tax expense | 11 | 1,664,644 | 2,269,524
|  | 14,330,837 | 13,750,458
Working capital adjustments |  |  |
Increase in stocks | 15 | (4,703,977) | (12,371,269)
Increase in debtors | 16 | (8,946,312) | (12,417,993)
(Decrease)/increase in creditors | 19 | (1,817,951) | 21,593,480
Cash generated from operations |  | (1,137,403) | 10,554,676
Income taxes paid | 11 | (1,453,813) | (2,135,624)
Net cash flow from operating activities |  | (2,591,216) | 8,419,052
Cash flows from investing activities |  |  |
Interest received |  | 48,042 | 394,679
Acquisition of subsidiaries | 14 | - | (54,855,219)
Acquisitions of tangible assets |  | (4,443,370) | (16,555,093)
Proceeds from sale of tangible assets |  | 4,842 | 144,316
Net cash flows from investing activities |  | (4,390,486) | (70,871,317)
Cash flows from financing activities |  |  |
Interest paid |  | (5,430,607) | (3,103,371)
Proceeds from issue of ordinary shares, net of issue costs |  | - | 14,178,213
Proceeds from bank borrowing draw downs |  | 64,243,466 | 39,182,283
Repayment of bank borrowings |  | (54,720,702) | (11,805,719)
Proceeds from shareholder loans |  | 8,702,122 | 29,740,764
Net cash flows from financing activities |  | 12,794,279 | 68,192,170
Net increase in cash and cash equivalents |  | 5,812,577 | 5,739,905
Cash and cash equivalents at 1 September |  | 5,739,905 | -
Cash and cash equivalents at 31 August |  | 11,552,482 | 5,739,905

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

1 | General information

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 4 August 2026.

2 | Accounting policies

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

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Values in foreign currency are retranslated at the balance sheet date as covered by Foreign currency transactions and balances note below. The financial statements are prepared in united states dollar and have been rounded to the nearest $.
The financial statements are prepared for the year ended 31 August 2025. The comparative figures relate to the 14-month period ended 31 August 2024. The comparative period is longer than twelve months as it represents the period from the company's date of incorporation on 3 July 2023 to 31 August 2024, being the first accounting period of the company. Accordingly, the comparative amounts presented in the financial statements are not directly comparable with those of the current year.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 August 2025.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

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. Further information is included in the strategic report on page 5.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

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 $20,168,940 (2024: $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 $48,418,712 (2024: $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 $17,075,247 (2024: $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 (2024: $14,517,752).

Revenue recognition

Revenue is recognised to the extent that the company has transferred the significant risks and rewards of ownership of goods to the buyer, or has rendered services under an agreement provided the amount of revenue can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the company. Revenue is measured at the fair value of the consideration received or receivable, excluding sales taxes and discounts.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

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

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and machinery | Straight line 4 to 19 years
Furniture and fixtures | Straight line 6 and 10 years
Motor vehicles | Straight line 5 years
Office equipment | Straight line 3, 5 and 10 years
Computer equipment | Straight line 3 to 10 years
Laboratory equipment | Straight line 5 and 10 years
Leasehold improvements | Straight line Lease term

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Goodwill represents the difference between the amounts paid in on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line 10 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Investments in subsidiaries are measured at cost less accumulated impairment. Investments are assessed annually by the Directors to determine any risk of recoverability. Where a risk is identified, an appropriate level of impairment is provided.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

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

Year Ended 31 August 2025

3 | Turnover

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

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Sale of goods | 73,557,626 | 50,542,042

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

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
United States of America | 57,274,070 | 42,006,527
Rest of world | 16,283,556 | 8,535,515
| 73,557,626 | 50,542,042

4 | Other operating income

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

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Foreign exchange gains/losses | 975,670 | 3,101,736
Insurance claims | 234,593 | 357,764
Sundry income | 344,210 | 187,409
| 1,554,473 | 3,646,909

5 | Operating profit

Arrived at after charging/(crediting)

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Depreciation expense | 1,646,442 | 315,523
Amortisation expense | 5,934,341 | 4,930,651
Foreign exchange losses | 27,066 | 1,635
Profit on disposal of property, plant and equipment | (4,534) | (54,068)

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

6 | Staff costs

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

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Wages and salaries | 13,762,585 | 5,989,951
Social security costs | 206,862 | 773,615
| 13,969,447 | 6,763,566

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

| Year to 31 August 2025 No. | 3 July 2023 to 31 August 2024 No.
Maintenance | 9 | 8
Production | 39 | 22
Administration and support | 26 | 26
Distribution | 22 | 23
| 96 | 79

7 | Directors' remuneration

The directors' remuneration for the year was as follows:

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Remuneration | 665,411 | 593,100

In respect of the highest paid director:

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Remuneration | 665,411 | 593,100

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

8 | Auditor's remuneration

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Audit of these financial statements | 62,779 | 97,669
Fees payable to the company’s auditor and its associates for other services |  |
Audit of financial statements of subsidiaries of the company pursuant to legislation | 83,257 | 50,760
Taxation compliance services | 51,726 | 28,944
All other assurance services | 2,230 | 2,202
| 137,213 | 81,906

9 | Other interest receivable and similar income

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Interest income on bank deposits | 48,042 | 394,679

10 | Interest payable and similar expenses

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Interest expense on other finance liabilities | 5,430,607 | 3,103,371

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

11 | Taxation

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

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Current taxation |  |
Foreign tax | 1,811,023 | 2,013,654
UK corporation tax | - | -
Deferred taxation |  |
Arising from changes in tax rates and laws | (146,379) | 255,870
Tax expense in the income statement | 1,664,644 | 2,269,524

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Profit before tax | 1,372,023 | 5,849,660
Corporation tax at standard rate | 343,006 | 2,263,510
Increase in UK and foreign current tax from adjustment for prior periods | 171,975 | -
Effect of revenues exempt from taxation | - | (33)
Effect of expense not deductible in determining taxable profit (tax loss) | 1,650,420 | 1,161,290
Increase from tax losses for which no deferred tax asset was recognised | 243,068 | 19,797
Effect of foreign tax rates | (743,825) | (1,175,040)
Total tax charge | 1,664,644 | 2,269,524

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset $ | Liability $
Property, plant and equipment | - | (335,245)
Loans and borrowings | 260,000 | -
Goodwill | 808,000 | -
| 1,068,000 | (335,245)

2024 | Asset $ | Liability $
Accruals timing differences | - | (41,265)
Property, plant and equipment | - | (114,130)
Loans and borrowings | - | (162,185)
Assessed loss | 101,000 | -
Goodwill | 803,000 | -
| 904,000 | (317,580)

12 | Intangible assets

Group

| Goodwill $ | Total $
Cost or valuation
At 1 September 2024 | 59,283,704 | 59,283,704
At 31 August 2025 | 59,283,704 | 59,283,704
Amortisation
At 1 September 2024 | 4,930,651 | 4,930,651
Amortisation charge | 5,934,341 | 5,934,341
At 31 August 2025 | 10,864,992 | 10,864,992
Carrying amount
At 31 August 2025 | 48,418,712 | 48,418,712
At 31 August 2024 | 54,353,053 | 54,353,053

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

13 | Tangible assets

Group

| Leasehold improvements $ | Furniture, fittings and equipment $ | Motor vehicles $ | Assets under construction $ | Plant and machinery $ | Total $
Cost or valuation
At 1 September 2024 | 5,553,990 | 87,453 | 116,606 | 3,786,753 | 8,070,766 | 17,615,568
Additions | 67,329 | 307,098 | 37,439 | 748,967 | 3,282,537 | 4,443,370
Disposals | - | - | - | - | (274) | (274)
Exchange differences | 43,745 | 11,151 | 849 | (80,463) | 126,706 | 101,988
Transfers | 1,819,145 | - | - | (3,686,486) | 1,867,341 | -
At 31 August 2025 | 7,484,209 | 405,702 | 154,894 | 768,771 | 13,347,076 | 22,160,652
Depreciation
At 1 September 2024 | 32,199 | 15,740 | 20,193 | - | 232,349 | 300,481
Charge for the year | 485,822 | 46,037 | 27,291 | - | 1,087,292 | 1,646,442
Exchange differences | 12,738 | 5,738 | 660 | - | 25,653 | 44,789
At 31 August 2025 | 530,759 | 67,515 | 48,144 | - | 1,345,294 | 1,991,712
Carrying amount
At 31 August 2025 | 6,953,450 | 338,187 | 106,750 | 768,771 | 12,001,782 | 20,168,940
At 31 August 2024 | 5,521,791 | 71,713 | 96,413 | 3,786,753 | 7,838,417 | 17,315,087

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

Included within the net book value of land and buildings above is $6,953,450 (2024 - $5,521,791) in respect of long leasehold land and buildings.

14 | Investments

Company

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Investments in subsidiaries | 14,517,752 | 14,517,752

Subsidiaries |
Cost or valuation
At 1 September 2024 | 14,517,752
Carrying amount
At 31 August 2025 | 14,517,752
At 31 August 2024 | 14,517,752

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

Year Ended 31 August 2025

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Sorbet Bidco (Pty) Ltd | 13 Intsimbi Road, Zone 3 Coega IDZ, Gqeberha 6210 South Africa | Ordinary | 100% | 100%
DC Holdings (Pty) Ltd* | 13 Intsimbi Road, Zone 3 Coega IDZ, Gqeberha 6210 South Africa | Ordinary | 90% | 90%
DC Foods (Pty) Ltd (formally Dynamic Commodities (Pty) Ltd)* | 13 Intsimbi Road, Zone 3 Coega IDZ, Gqeberha 6210 South Africa | Ordinary | 100% | 100%
IWS Holdco Inc.* | 2681 Success Drive Odessa, FL 33556 USA | Ordinary | 100% | 100%
Island Way Sorbet LLC* | 2681 Success Drive Odessa, FL 33556 USA | Ordinary | 100% | 100%
IWS Brandco Inc.* | 2681 Success Drive Odessa, FL 33556 USA | Ordinary | 100% | 100%

Subsidiary undertakings
Sorbet Bidco (Pty) Ltd The principal activity of Sorbet Bidco (Pty) Ltd is Holding company.
DC Holdings (Pty) Ltd* The principal activity of DC Holdings (Pty) Ltd* is Holding company.
DC Foods (Pty) Ltd (formally Dynamic Commodities (Pty) Ltd)* The principal activity of DC Foods (Pty) Ltd (formally Dynamic Commodities (Pty) Ltd)* is Manufacturer of premium sorbet served in real fruit shells.
IWS Holdco Inc.* The principal activity of IWS Holdco Inc.* is Holding company.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

Island Way Sorbet LLC* The principal activity of Island Way Sorbet LLC* is Importer and wholesale distributor of premium sorbet products.
IWS Brandco Inc.* The principal activity of IWS Brandco Inc.* is Licensing intellectual property within the group.

The Company holds the shares in Sorbet Bidco (Pty) Ltd.
*The entities are indirectly held by the company.

15 | Stocks

| Group | Company
| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $ | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Raw materials | 3,382,799 | 2,065,911 | - | -
Work in progress | 3,952,643 | 3,629,918 | - | -
Finished goods | 9,123,043 | 6,352,558 | - | -
Packaging | 616,762 | 322,882 | - | -
| 17,075,247 | 12,371,269 | - | -

16 | Debtors

|  | Group | Company
| Note | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $ | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Trade debtors |  | 14,552,975 | 5,076,995 | - | -
Amounts owed by related parties | 23 | - | - | 38,025,187 | 28,926,279
Other debtors |  | 1,495,662 | 3,117,266 | - | -
Prepayments |  | 817,442 | 268,578 | - | -
Deferred tax assets | 11 | 1,068,000 | 904,000 | - | -
Corporation tax | 11 | 403,619 | 24,548 | - | -
|  | 18,337,698 | 9,391,387 | 38,025,187 | 28,926,279

The deferred tax asset of $1,068,000 (2024: $904,000) is expected to be realised in more than one year.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

17 | Cash and cash equivalents

| Group | Company
| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $ | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Cash at bank | 11,552,482 | 5,739,905 | 51,063 | 790,009

18 | Analysis of changes in net debt

Group

| At 1 September 2024 $ | Cash flows $ | Other non-cash changes * $ | At 31 August 2025 $
Cash and cash equivalents |  |  |  |
Cash at bank in hand at bank in hand | 5,739,905 | 5,812,577 | - | 11,552,482
Borrowings |  |  |  |
Bank loans | (31,474,583) | (9,522,764) | 26,933 | (40,970,414)
Shareholder loans | (29,740,764) | (8,702,122) | 1 | (38,442,885)
| (61,215,347) | (18,224,886) | 26,934 | (79,413,299)
| (55,475,442) | (12,412,309) | 26,934 | (67,860,817)

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

19 | Creditors

|  | Group | Company
| Note | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $ | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Due within one year |  |  |  |  |
Loans and borrowings | 20 | 13,451,968 | 5,898,744 | - | -
Trade creditors |  | 8,538,906 | 5,523,953 | 600 | 91,696
Other creditors |  | 574,679 | 6,517,238 | 436,006 | 436,006
Accruals |  | 6,703,719 | 3,454,308 | 422,748 | 286,939
Deferred consideration |  | - | 2,223,200 | - | -
|  | 29,269,272 | 23,617,443 | 859,354 | 814,641
Due after one year |  |  |  |  |
Loans and borrowings | 20 | 65,961,331 | 55,316,603 | 38,442,885 | 29,740,764

20 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $ | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Bank borrowings | 27,518,446 | 25,575,839 | - | -
Other borrowings | 38,442,885 | 29,740,764 | 38,442,885 | 29,740,764
| 65,961,331 | 55,316,603 | 38,442,885 | 29,740,764

Current loans and borrowings

| Group | Company
| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $ | Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Bank borrowings | 13,451,968 | 4,186,543 | - | -
Other borrowings | - | 1,712,201 | - | -
| 13,451,968 | 5,898,744 | - | -

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

On 29 February 2024, DC Foods (Pty) Ltd entered into a term loan agreement with Investec Bank Limited. The loan is secured through bank accounts, insurance policies and shares held in IWS Brandco Inc. Interest is payable at the last day of each quarter at a rate that equals JIBAR plus 2.3%. The loan repayment date is 29 February 2029.
On 29 February 2024, DC Food (Pty) Ltd entered into a loan agreement with Investec Bank Limited. The loan is secured through bank accounts, insurance policies and shares held in IWS Brandco Inc. Interest is payable at the last day of each quarter at a rate that equals prime minus 1%. The loan repayment date is 29 February 2029.

21 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| Year to 31 August 2025 $ | 3 July 2023 to 31 August 2024 $
Not later than one year | 808,700 | 632,712
Later than one year and not later than five years | 3,165,531 | 2,821,762
Later than five years | 73,977,620 | 104,634,958
| 77,951,851 | 108,089,432

The amount of non-cancellable operating lease payments recognised as an expense during the year was $714,766 (2024 - $672,213).

The Group leases land and buildings for use as production, warehouse and office space. Lease contracts are entered into on an individual basis and contain a wide range of different terms and conditions. The two significant lease contracts are as follows: DC Foods (Pty) Ltd, a subsidiary in the group, amended its property lease on 28 March 2024 with an escalation year-on-year the lesser of CPI or 5%. The lease term is 50 years commencing on 1 June 2024 and DC Foods (Pty) Ltd has the option to opt out of the lease every 5 years, on anniversary of commencement. Island Way Sorbet LLC, a subsidiary in the group, entered into a lease for office space in 2025 that expires in July 2028.

Sorbet Topco Limited

Notes to the Financial Statements

Year Ended 31 August 2025

22 | Share capital

Allotted, called up and fully paid shares

| 31 August 2025 | 31 August 2024
| No. | $ | No. | $
Ordinary of $1 each | 14,097,752 | 14,097,752 | 14,097,752 | 14,097,752

23 | Related party transactions

Company

Summary of transactions with other related parties

During the prior year, the company received a loan of $42,293,256 from shareholders of the company.
This loan is not repayable until 2030 and interest is payable on the principal at the USD Base rate which at the end of the year was 4.5% (2024: 5.5%).
The balance at the year end is $38,442,885 (2024: $29,740,764) and the interest charge for the year is $1,701,394 (2024: $1,757,533).

24 | Parent and ultimate parent undertaking

The Company is directly owned by a number of shareholders. No individual shareholder is considered to be the ultimate controlling party.