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Registered number: 02786947 ENTEGRA EUROPE UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
ENTEGRA EUROPE UK LIMITED
COMPANY INFORMATION
Directors | Stephen Beech
| Amolak Dhariwal
| Jean Renton
Company secretary | Catherine Ford (appointed 4th June 2026)
Registered number | 02786947
Registered office | One Southampton Row
| London
| WC1B 5HA
Independent auditor | Forvis Mazars LLP
| Chartered Accountants and Statutory Auditor
| 30 Old Bailey
| London
| EC4M 7AU
ENTEGRA EUROPE UK LIMITED
CONTENTS
| Page(s)
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Directors' Responsibilities Statement | 6
Independent Auditor's Report | 7 - 10
Statement of Comprehensive Income | 11
Statement of Financial Position | 12 - 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 - 32
ENTEGRA EUROPE UK LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025 The directors present their Strategic Report together with the audited financial statements for the year ended 31 August 2025.
Review of the business
Entegra Europe UK Limited ('the Company') is a performance improvement company, focused on food and non-food procurement, advisory, digital and data services serving the hospitality industry, healthcare and education sectors. Further diversification into the healthcare and education sector was enabled by the business securing a public sector framework via Crown Commercial Services. The Company's turnover increased from £19,027,518 - as restated in 2024 to £19,471,659 in 2025 primarily as a result of organic growth within the hotel and corporate estate, increased revenue derived from the investment in the central billing model together with growth of manufacturing rebates. Turnover in the year was broadly in line with management expectations. As the Company continues to support the diversification of the business into other Sectors, the challenges faced within the hospitality sector linked to macro-economic conditions continued to be mitigated as management ensure adaptability within the trading model. The profit after taxation, amounted to £2,525,287 (2024: £2,862,899 - as restated). The Statement of Financial Position shows the Company has net assets at 31 August 2025 of £4,118,986 (31 August 2024: net assets £4,528,328 - as restated). Entegra Europe UK Limited generated new clients with an annual value of £0.7m for the year ended 31 August 2025 (£0.4m for the year ended 31 August 2024). Entegra Europe UK Limited is continuing to generate savings on price in excess of 12% for prospective and new clients. For existing clients, savings are shown to be maintained through on-going tracking of individual weighted food baskets, our client retention rate is over 96.9%. The use of Entegra approved suppliers within our client base is strong with approximately 86% of all clients’ spend going through our nominated suppliers. On 26th August 2025, the Company completed the dissolution of its only subsidiary undertaking, Beacon Services Group Limited.
Principal risks and uncertainties
The challenging macro-economic environment continued to be monitored by management in the year. Despite rising operational costs for clients, driven primarily by energy and labour expenses, as well as inflationary pressures on certain commodities, the functionality of Entegra has continued to demonstrate resilience and adaptability through continued strategic cost management advice and negotiation to mitigate inflationary challenges ensuring demand for Entegra’s services remain strong. Cash flow requires the efficient collection of supplier rebates and return of client share taking account of the timing of client payments of food invoices to the suppliers. Bad debts arising from clients or suppliers going into administration during the year are minimal and considered to be at an acceptable level in the normal course of business. We continue to issue regular market updates to our clients and work specifically on a client by client basis where engagement has been requested. Page 1
ENTEGRA EUROPE UK LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025
Key performance indicators
The directors measure the business performance of Entegra Europe UK Limited primarily through revenue. Revenue of the business for the year ended 31 August 2025 was £19,471,659 (31 August 2024: £19,027,518 - as restated). Refer to the 'review of the business' section of the Strategic Report for an analysis of the movement. This report was approved by the board and signed on its behalf.
Amolak Dhariwal Director
Date: 6 August 2026
Page 2
ENTEGRA EUROPE UK LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 AUGUST 2025 The directors present their report and the financial statements for the year ended 31 August 2025. Matters covered in the Strategic Report As permitted by paragraph 1A of Schedule 7 to the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on pages 1 and 2. These matters relate to the review of the business, principal risks and uncertainties and key performance indicators as required by the Companies Act 2006. Directors The directors who served during the year were as follows: Sean Haley (resigned 31 December 2024) Jean Renton Angelo Piccirillo (resigned 19 March 2026) On 1 January 2025, Amolak Dhariwal was appointed as a director of the Company. On 30 October 2024, Stephen Beech was appointed as a director of the Company.
Results and dividends
The profit for the year, after taxation, amounted to £2,525,287 (2024 : £2,862,899 - as restated). A dividend of £3,000,000 (2024: £1,300,000) was paid to PSL Purchasing Limited and a dividend of £419,231 was received from Beacon Services Group Limited during the year ended 31 August 2025.
Future developments
The UK business continues to grow presence within Public Sector Markets with key wins in FY26 supporting a growing partnership with the NHS. In addition to the continual diversification into public sector, the Company also acquired a provider of food service and hospitality solutions in the restaurant sector. The acquisition has broadened the Company's customer and supplier, base supporting operational efficiencies and cross-selling opportunities over the medium term with future growth driven by economic pressures making restaurants and leisure sites ideal prospects for the Company's growth plans. Post balance sheet events On 12 December 2025 the Company declared an interim dividend payable to its shareholder, Sodexo Global Services Limited (100% shareholding), amounting to £2,500,000 in respect of the year ending 31 August 2026. The immediate parent company, PSL Purchasing Limited (“PSL”), transferred its investment in the Company on 16 October 2025 to Sodexo Global Services Limited. PSL subsequently initiated a voluntary dissolution which was completed on 17 February 2026. On 2nd April 2026, the Company completed the acquisition of Prestige Holdings Limited and its wholly owned subsidiary Prestige Purchasing Limited, a provider of food service and hospitality solutions in the UK market for consideration of £8,244,479. In order to fund the acquisition, the Company obtained an intercompany loan on 1 April 2026 amounting to £9,000,000 repayable October 2029. The acquisition aligns with the Company's strategy to expand its presence in key geographic regions and strengthen its service offering within the hospitality sector. Page 3
ENTEGRA EUROPE UK LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025
Going concern
The financial statements have been prepared on a going concern basis, which the directors consider appropriate for the following reasons: The Company is part of the Sodexo UK and Ireland group of companies (the “UK&I Group”), which in turn forms part of the wider Sodexo Group, headed by Sodexo S.A., a company incorporated in France. The UK&I Group’s principal activities include the provision of facilities management and catering services across various sectors such as government, healthcare, corporate services, sports and leisure and education. Accordingly, the Company’s cash flows are influenced by the continuity, volume, and pricing of these operations. The Company meets its day-to-day working capital requirements through operational cash flows and intercompany loan arrangements within the UK&I Group. The UK&I Group has demonstrated resilience in the face of economic challenges. This has been achieved through disciplined cash and balance sheet management, strong contract retention, a diversified client base across both public and private sectors, and robust inflation management processes. Furthermore, the UK&I Group continues to pursue organic growth opportunities, with several new contracts in the pipeline. Nonetheless, it remains vigilant and prepared for potential macroeconomic changes through sound commercial management and prudent cost control. In determining the appropriateness of the going concern basis, the directors have reviewed cash flow and profit forecasts for the UK&I Group covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate a severe but plausible downside scenario, which assumes a deterioration in gross margin due to operational challenges, a reduction in revenue from non-renewal of key contracts, and under-recovery of inflation. In addition, this scenario does not factor in any mitigating actions that management could implement. Even under these conditions, the forecasts indicate that the UK&I Group would remain resilient. Furthermore, Sodexo S.A., which currently holds a Baa1 credit rating from Moody’s Investors Service, has confirmed through a letter of support its intention to continue providing financial resources as the Company may require during the going concern assessment period. As is the case for any entity that relies on intragroup financial support, the directors acknowledge that this support cannot be guaranteed indefinitely. However, at the date of approval of these financial statements, they have no reason to believe that such support will not continue. Based on this assessment, the directors are confident that the Company will have sufficient resources to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis. Qualifying third party indemnity provisions The Company maintains insurance for directors and officers in respect of their duties as directors and officers of the Company.
Political contributions
The Company made no political donations or incurred any political expenditure during the year (2024: £Nil).
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. Page 4
ENTEGRA EUROPE UK LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025
Auditor
The auditor, Forvis Mazars LLP, continues in office in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Amolak Dhariwal Director
Date: 6 August 2026
One Southampton Row
London
WC1B 5HA
Page 5
ENTEGRA EUROPE UK LIMITED
DIRECTORS’ RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 AUGUST 2025 The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 to 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. Page 6
ENTEGRA EUROPE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED
Opinion
We have audited the financial statements of Entegra Europe UK Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 Company's affairs as at 31 August 2025 and of its profit 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'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 audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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. Page 7
ENTEGRA EUROPE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED (CONTINUED)
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.
Opinion on other matters 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 the Directors' Report for the financial year 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.
Matters on which we are required to report by exception
In 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 and 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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. Page 8
ENTEGRA EUROPE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED (CONTINUED)
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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006. In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to: posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. Page 9
ENTEGRA EUROPE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED (CONTINUED) A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Use of the audit 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. Richard Karmel (Senior statutory auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 30 Old Bailey London EC4M 7AU 7 August 2026 Page 10
ENTEGRA EUROPE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 AUGUST 2025
| 2025 | 2024 As restated*
Note | £ | £
Turnover | 4 | 19,471,659 | 19,027,518
Cost of sales |  | (11,013,075) | (10,047,925)
Gross profit |  | 8,458,584 | 8,979,593
Administrative expenses |  | (5,068,101) | (4,349,203)
Operating profit | 5 | 3,390,483 | 4,630,390
Dividend income received |  | 419,231 | -
Interest receivable and similar income | 9 | 33,263 | 130,224
Interest payable and similar expenses | 10 | (505,022) | (655,165)
Profit before tax |  | 3,337,955 | 4,105,449
Tax on profit | 11 | (812,668) | (1,242,550)
Profit for the financial year |  | 2,525,287 | 2,862,899
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | 2,525,287 | 2,862,899
*See note 23 in respect of the effect of the prior year adjustment. There was no other comprehensive income for 2025 (2024: £NIL) All amounts relate to continuing operations The notes on pages 14 to 31 form part of these financial statements.
Page 11
ENTEGRA EUROPE UK LIMITED REGISTERED NUMBER:02786947
STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2025
|  | 2025 |  | 2024 As restated*
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 6,816,018 |  | 6,987,659
|  |  | 6,816,018 |  | 6,987,659
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 14,700,652 |  | 8,766,879 |
Cash at bank and in hand | 15 | 37,236 |  | 3,264,842 |
|  | 14,737,888 |  | 12,031,721 |
Creditors: amounts falling due within one year | 16 | (10,600,071) |  | (6,754,662) |
Total assets less current liabilities |  |  | 10,953,835 |  | 12,264,718
Creditors: amounts falling due after more than one year | 18 |  | (6,600,000) |  | (7,600,000)
Provisions for liabilities |  |  |  |  |
Deferred tax | 12 | (234,849) |  | (136,390) |
|  |  | (234,849) |  | (136,390)
Net assets |  |  | 4,118,986 |  | 4,528,328
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 17,000 |  | 17,000
Share premium account | 19 |  | 147,000 |  | 147,000
Other reserves | 19 |  | 203,935 |  | 138,564
Merger reserve | 19 |  | (985,187) |  | (985,187)
Profit and loss account | 19 |  | 4,736,238 |  | 5,210,951
|  |  | 4,118,986 |  | 4,528,328
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Amolak Dhariwal
Director
Date: 6 August 2026
*See note 23 in respect of the effect of the prior year adjustment. The notes on pages 15 to 32 form part of these financial statements. Page 12
ENTEGRA EUROPE UK LIMITED REGISTERED NUMBER:02786947
STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 AUGUST 2025 Page 13

|  | ENTEGRA EUROPE UK LIMITED |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 AUGUST 2025
|  | Called up share capital | Share premium account | Share based payment reserve | Merger reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 September 2023 | 17,000 | 147,000 | 63,523 | - | 3,648,052 | 3,875,575
| Profit for the year (as restated, see Note 23) | - | - | - | - | 2,862,899 | 2,862,899
| Dividends paid | - | - | - | - | (1,300,000) | (1,300,000)
| Transfer from investments | - | - | - | (985,187) | - | (985,187)
| Share based payments | - | - | 75,041 | - | - | 75,041
| At 1 September 2024 (As restated) | 17,000 | 147,000 | 138,564 | (985,187) | 5,210,951 | 4,528,328
| Profit for the year | - | - | - | - | 2,525,287 | 2,525,287
| Dividends paid | - | - | - | - | (3,000,000) | (3,000,000)
| Share based payments | - | - | 65,371 | - | - | 65,371
| At 31 August 2025 | 17,000 | 147,000 | 203,935 | (985,187) | 4,736,238 | 4,118,986
| The notes on pages 15 to 32 form part of these financial statements.
Page 14

ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
1. | General information
Entegra Europe UK Limited is a private company limited by shares, registered in England and Wales. The Company's registered number is 02786947 and the registered office is One Southampton Row, London, England, WC1B 5HA. The nature of the Company’s operations and its principal activities are set out in the Strategic Report. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006. The functional and presentational currency of these financial statements is Sterling. All amounts in the financial statements have been rounded to the nearest £1. The Company is exempt by virtue of s401 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). Reduced disclosure exemptions The Company's ultimate parent undertaking, Sodexo S.A., a company incorporated in France, includes the Company in its consolidated financial statements. The consolidated financial statements of Sodexo S.A. are prepared in accordance with International Financial Reporting Standards as adopted by the EU and are available to the public and may be obtained from The Secretary, Sodexo S.A., 255 Quai de la Bataille de Stalingrad, 92130 Issy-Les-Moulineaux, France. In these financial statements, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures: - Reconciliation of the number of shares outstanding from the beginning to end of the period; - Cash Flow Statement and related notes; - Key Management Personnel compensation; - Related party disclosures; and - Income tax disclosures for Pillar Two deferred tax. As the consolidated financial statements of Sodexo S.A. include the disclosures equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of the following disclosures: - Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1. - Certain disclosures required by FRS 102.26 Share-based Payment. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. Page 15
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis, which the directors consider appropriate for the following reasons: The Company is part of the Sodexo UK and Ireland group of companies (the “UK&I Group”), which in turn forms part of the wider Sodexo Group, headed by Sodexo S.A., a company incorporated in France. The UK&I Group’s principal activities include the provision of facilities management and catering services across various sectors such as government, healthcare, corporate services, sports and leisure and education. Accordingly, the Company’s cash flows are influenced by the continuity, volume, and pricing of these operations. The Company meets its day-to-day working capital requirements through operational cash flows and intercompany loan arrangements within the UK&I Group. The UK&I Group has demonstrated resilience in the face of economic challenges. This has been achieved through disciplined cash and balance sheet management, strong contract retention, a diversified client base across both public and private sectors, and robust inflation management processes. Furthermore, the UK&I Group continues to pursue organic growth opportunities, with several new contracts in the pipeline. Nonetheless, it remains vigilant and prepared for potential macroeconomic changes through sound commercial management and prudent cost control. In determining the appropriateness of the going concern basis, the directors have reviewed cash flow and profit forecasts for the UK&I Group covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate a severe but plausible downside scenario, which assumes a deterioration in gross margin due to operational challenges, a reduction in revenue from non-renewal of key contracts, and under-recovery of inflation. In addition, this scenario does not factor in any mitigating actions that management could implement. Even under these conditions, the forecasts indicate that the UK&I Group would remain resilient. Furthermore, Sodexo S.A., which currently holds a Baa1 credit rating from Moody’s Investors Service, has confirmed through a letter of support its intention to continue providing financial resources as the Company may require during the going concern assessment period. As is the case for any entity that relies on intragroup financial support, the directors acknowledge that this support cannot be guaranteed indefinitely. However, at the date of approval of these financial statements, they have no reason to believe that such support will not continue. Based on this assessment, the directors are confident that the Company will have sufficient resources to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis. Page 16
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.3 | Turnover
Turnover is derived from the Company’s principal activity of partnering with customers and various food and non-food commodity suppliers to achieve a reduction in the cost of purchases and an increase in operational efficiency for customers. The Company generates turnover through either: 1) monthly fees from customers – These fees are either a fixed rate per customer or a variable rate based on the customers spend during the month. 2) a share of the customers rebates - Revenue earned is a share of the rebates customers receive from the suppliers in the period. The Company acts as an agent in this relationship and recognises revenue on an agency basis. 3) monthly fees from suppliers – These fees are a fixed rate per supplier based on the net customers spend during the month. 4) manufacturing rebate - These fees consist of product rebates payable by suppliers either monthly, quarterly or annually as per each of the supplier contractual agreements. 5) central billing fees - Whilst similar in business activities, Entegra Central Billing utilises a deducted at source approach; suppliers who utilise the Accounts Receivable (AR) / Accounts Payable (AP) system are charged a percentage fee calculated on spend which is deducted at the point of supplier disbursements monthly. Turnover is recognised in the period in which the services are provided and to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is accrued in respect of work carried out yet to be invoiced. Page 17
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.4 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted, or substantively enacted, by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Borrowing costs
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred. Page 18
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.9 | Foreign currency translation
Transactions and balances Foreign currency transactions are translated into the functional currency using an average rate for a week or a month during that period. However, if exchange rates fluctuate significantly, the use of an average rate for a period is unreliable and the spot exchange rates at the date of the transactions are then used. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'.
| 2.10 | Share-based payments
The Company's ultimate parent undertaking, Sodexo S.A. ("the Group"), operates an equity settled share-based payment scheme for the benefit of its employees. Sodexo S.A. recognises the economic cost of awarding share options to employees by recording an expense in the Statement of Comprehensive Income and equal to the fair value of the benefit awarded with the corresponding entry recorded in equity over the vesting period. The fair value of the shares is estimated by the Group at the date of grant based upon the share price at that date after deductions for dividends on the shares that will not be paid to beneficiaries during the vesting period. The fair value of the shares is subject to a performance condition based upon Total Shareholder Return and is estimated using a binomial model that reflects the vesting conditions. The Group carry out a reassessment of the number of shares that is likely to be delivered to beneficiaries based upon applicable vesting conditions on an annual basis. Any change in estimates is recognised in the Statement of Comprehensive Income with the corresponding value recorded in equity. The Company recognises their share of the share-based payment charge as an expense in the Statement of Comprehensive Income and in equity. Page 19
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.11 | Intangible assets
Goodwill Goodwill is initially measured at cost considered as the fair value of the consideration paid, measured at the acquisition date, less the net amount of acquired assets, liabilities and contingent liabilities. It is subsequently measured at cost less accumulated amortisation and any accumulated impairment losses over the useful economic life. The useful economic life of the goodwill has been assessed as 10 years from the date of acquisition. There are 7 years remaining in the estimated useful life. Computer software Computer software costs represent the costs associated with developing software by the Company for its internal use, which are amortised over their estimated useful lives. Amortisation is provided on the following bases: Goodwill 10 years Computer Software 3-7 years At each reporting date, the Company reviews the carrying value of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been adjusted. Any resulting changes are recognised in the Statement of Comprehensive Income in the period to which they relate. Page 20
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.12 | Merger accounting
The Company accounts for common control transactions using the merger accounting hybrid method under FRS 102 section 19. Common control transactions are business combinations in which all combining entities are ultimately controlled by the same party both before and after the transaction, with control deemed to be non-transitory. For common control transactions, the Company has applied merger accounting principles using the hybrid method as follows: Measurement Basis: The assets and liabilities of the combining entities are recognised in the accounting records of the Company, with no fair value adjustments and at their carrying amounts immediately prior to the transaction. Goodwill: The Company recognises goodwill, in accordance with the migration of trade and assets of its subsidiary, following an impairment assessment. This goodwill was recognised on the balance sheet as an intangible asset, reflecting the expected future economic benefits arising from the synergies of the Company's operations. Capital and Reserves: Following the goodwill recognition, the remaining amount of the initial investment on the merged subsidiary, at the date of transfer was classified as capital and reserves. This reclassification is presented within equity as a merger reserve.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 21
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.15 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from bank and other third parties, loans to related parties and investments in non-puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently at amortised cost using the effective interest rate method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.17 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 22
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors made judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. The significant judgements and estimates are: a) Trade debtors The Company reviews the recoverability of trade debtors and makes allowances for doubtful debts where considered appropriate. The impairment loss is recognised in the Statement of Comprehensive Income. b) Intangible assets and amortisation Intangible assets are amortised 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, all relevant known factors are taken into account but there is inherent uncertainty present in making this assessment. c) Impairment of intangible assets Assets that are subject to amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
4. | Turnover
The whole of the turnover is attributable to the provision of procurement solutions services. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024 As restated
|  |  |  |  | £ | £
| United Kingdom | 19,471,659 | 19,027,518
|  | 19,471,659 | 19,027,518
Page 23
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
5. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amortisation of intangible assets | 1,035,879 | 901,423
| Exchange differences | (132,057) | (24,805)
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 74,750 | 68,500
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 6,743,235 | 6,389,743
| Social security costs | 720,896 | 595,117
| Pension costs - defined contribution scheme | 385,957 | 341,422
|  | 7,850,088 | 7,326,282
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management | 7 | 8
|  | Operational | 91 | 96
|  |  | 98 | 104
Page 24
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 207,430 | -
| Company contributions to defined contribution pension schemes | 15,763 | -
|  | 223,193 | -
| During the year retirement benefits were accruing to 1 director (2024: NIL) in respect of defined contribution pension schemes.
| During the year 1 director (2024: NIL) was granted share options in the ultimate parent company, but did not exercise any share options. The highest paid director received remuneration of £207,430 (2024 - £NIL). The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,763 (2024: £NIL). Certain directors of this Company are also directors of other companies within the Sodexo S.A. Group and accordingly the cost of their remuneration has been fully incurred by another entity within the Group. £31,958 (2024: £Nil) of the total emoluments and defined contribution cost has been allocated to this Company on the basis of the services as directors of each group Company.
9. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest | 33,263 | 130,224
|  | 33,263 | 130,224
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Intercompany loan interest | 505,022 | 655,165
|  | 505,022 | 655,165
Page 25
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
11. | Taxation
|  |  |  |  | 2025 | 2024 As restated
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 738,376 | 852,061
| Adjustments in respect of previous periods | (24,167) | 32,897
|  | 714,209 | 884,958
| Total current tax | 714,209 | 884,958
| Deferred tax |  |
| Origination and reversal of timing differences | 157,856 | 372,282
| Adjustments in respect of previous years | (59,397) | (14,690)
| Total deferred tax | 98,459 | 357,592
|  | 812,668 | 1,242,550
| Factors affecting tax charge for the year
| The total tax charge (2024: Charge) for the period is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024 As restated
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,337,955 | 4,105,449
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 834,489 | 1,026,362
| Effects of: |  |
| Expenses not deductible for tax purposes | 166,552 | 197,981
| Adjustments to tax charge in respect of prior periods | (83,564) | 18,207
| Non-taxable income | (104,809) | -
| Total tax charge for the year | 812,668 | 1,242,550
Page 26
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 11.Taxation (continued)
| Factors that may affect future tax charges
The company is a member of the Sodexo S.A. Group which is expected to be a Multinational Enterprise (MNE) within the scope of Pillar Two. The Group has carried out preliminary work and does not anticipate any significant impact from this measure in the UK. As at 31 August 2025, no deferred tax has been recognised in application of the amendment to FRS102 concerning the mandatory exemption from recognition of deferred tax in the financial statements for Pillar Two income tax.
12. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (136,390)
| Charged to profit or loss | (98,459)
| At end of year | (234,849)
| The deferred tax liability is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (370,570) | (208,345)
| Short term timing differences | 135,721 | 71,955
|  | (234,849) | (136,390)
Page 27
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
13. | Intangible assets
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 September 2024 | 2,228,109 | 5,861,700 | 8,089,809
| Additions | 864,238 | - | 864,238
| At 31 August 2025 | 3,092,347 | 5,861,700 | 8,954,047
| Amortisation |  |  |
| At 1 September 2024 | 450,850 | 651,300 | 1,102,150
| Charge for the year | 384,579 | 651,300 | 1,035,879
| At 31 August 2025 | 835,429 | 1,302,600 | 2,138,029
| Net book value |  |  |
| At 31 August 2025 | 2,256,918 | 4,559,100 | 6,816,018
| At 31 August 2024 | 1,777,259 | 5,210,400 | 6,987,659
| The goodwill arises from the transfer of the investments upon the hive up of trade and assets of the Company's subsidiary undertaking, Beacon Services Group Limited. On 26th August 2025, Beacon Services Group Limited was dissolved.
Page 28
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
14. | Debtors
|  |  |  |  | 2025 | 2024 As restated
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 2,951,172 | 3,135,142
| Amounts owed by group undertakings | 6,247,159 | 1,972,700
| Other debtors | 70,285 | 866,624
| Prepayments and accrued income | 5,432,036 | 2,792,413
|  | 14,700,652 | 8,766,879
| Amounts owed by group undertakings includes amounts which are related to the cash pooling facility, repayable on demand and are interest bearing at variable rates.
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 37,236 | 3,264,842
|  | 37,236 | 3,264,842
Page 29
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024 As restated.
|  |  |  |  | £ | £
| Trade creditors | 1,971,351 | 1,239,720
| Amounts owed to group undertakings | 5,460,684 | 2,143,926
| Corporation tax | 614,953 | 876,281
| Other taxation and social security | 712,576 | 820,539
| Other creditors | 10,719 | 145,396
| Accruals and deferred income | 1,829,788 | 1,528,800
|  | 10,600,071 | 6,754,662
| Amounts owed to group undertakings consist of: - £100,000 (2024: £Nil) repayable to Sodexo Limited in September 2025, not secured on any assets of the Company and interest is accrued at 6.95% annually. -All other amounts owed to group undertakings are repayable on demand. No interest is payable on these balances. -See note 23 in respect of the effect of the prior year adjustment. Corporation tax of £709,396 has been reclassified to amounts due to group undertakings for the prior year after reassessment of payments made on account.
17. | Employee benefits
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge amounted to £385,957 (2024: £341,422). There were no outstanding or prepaid contributions at either the beginning or end of the financial year.
18. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 6,600,000 | 7,600,000
| Amounts owed to group undertakings consist of: - £6,600,000 (2024:£6,600,000) repayable to Sodexo Limited in September 2027, unsecured and interest bearing at 6.62% annually; - £Nil (2024: £1,000,000) repaid to Sodexo Limited in September 2025, not secured on any assets of the Company and interest accrued at 6.95% annually.
Page 30
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
19. | Reserves
Share premium account This reserve represents the premium on shares issued over the nominal value. Share based payment reserve This reserve represents the equity contributions in relation to the Group share option scheme. Merger reserve This reserve represents the transfer of investment value upon the hive up of trade and assets of Beacon Services Group Limited. Profit and loss account This reserve represents the cumulative profits and losses of the Company.
20. | Share options and share-based payments
The Company’s ultimate parent undertaking, Sodexo S.A. (“the Group”), operates an equity settled share-based payment scheme for the benefit of its employees. The scheme is open to specific individuals based upon performance conditions ranging from 10% to 100%, depending on the total number of shares awarded. Allocation is based upon number of shares held by specific employees. The performance criteria applied are directly linked to the Group's strategic priorities and are intended to measure performance in a global manner. The options will vest provided that the employee remains in service for 3 years from the date of the grant. The exercise price of the options is the market value at the date of grant after deductions for dividends on the shares that will be paid to beneficiaries during the vesting period. The options have a contractual life of 3 years. The Group has granted options and issued capital units to certain of the subsidiary undertakings’ members and employees. These awards give rise to share-based payment expenses incurred by the Group but are fully borne to the Company making equal capital contributions to the subsidiary undertakings to cover the expenses. The fair value of restricted shares subject to a performance condition based on Total Shareholder Return is estimated using a binomial model that takes into account the vesting conditions.
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 17,000 (2024: 17,000) Ordinary shares of £1.00 each | 17,000 | 17,000
| The Company has one class of ordinary shares. Each share carries one voting right per share but no right to fixed income.
Page 31
ENTEGRA EUROPE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
22. | Related party transactions
| The Company is a wholly owned subsidiary of Sodexo Global Services Limited and has taken advantage of the exemption conferred by Section 33 of FRS102 not to disclose transactions with its parent and other wholly owned subsidiaries within the group.
23. | Prior year adjustment
During the current year, the directors identified that certain monthly accruals recognised in the year ended 31 August 2024 were not reversed when the related invoices/final computations were processed. This resulted in an overstatement of turnover and accrued income, and consequently the calculation of the corporation tax at the FY2024 reporting date. The comparative information has therefore been restated to correct this error. The effect of this adjustment is as follows: 2024 Adjustment 2024 (as reported) (as restated) £ £ £ Turnover 19,521,212 (493,694) 19,027,518 Profit after tax 3,233,169 (370,270) 2,862,899 Prepayments and accrued income 3,286,107 (493,694) 2,792,413 Net assets 4,898,598 (370,270) 4,528,328
24. | Post balance sheet events
On 12 December 2025 the Company declared an interim dividend payable to its shareholder, Sodexo Global Services Limited (100% shareholding), amounting to £2,500,000 in respect of the year ending 31 August 2026. The immediate parent company, PSL Purchasing Limited (“PSL”), transferred its investment in the Company on 16 October 2025 to Sodexo Global Services Limited. PSL subsequently initiated a voluntary dissolution which was completed on 17 February 2026. On 2nd April 2026, the Company completed the acquisition of Prestige Holdings Limited and its wholly owned subsidiary Prestige Purchasing Limited, a provider of food service and hospitality solutions in the UK market for consideration of £8,244,479. In order to fund the acquisition, the Company obtained an intercompany loan on 1 April 2026 amounting to £9,000,000 repayable October 2029. The acquisition aligns with the Company's strategy to expand its presence in key geographic regions and strengthen its service offering within the hospitality sector.
25. | Controlling party
The Company's immediate parent undertaking is Sodexo Global Services Limited, a company registered in England and Wales. The Company's ultimate parent company and controlling party is Sodexo S.A., a company incorporated in France. This is the smallest and largest group of undertakings for which consolidated financial statements are prepared. Copies of the consolidated financial statements can be obtained from The Secretary, Sodexo, 225 Quai de la Bataille de Stalingad, 92130 Issy-Les-Moulineaux, France.
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