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Registered number:
FOR THE YEAR ENDED 31 AUGUST 2025
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COMPANY INFORMATION
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CONTENTS
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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.
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.
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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
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.
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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.
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.
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
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.
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED
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 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED (CONTINUED)
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.
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENTEGRA EUROPE UK LIMITED (CONTINUED)
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.
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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.
for and on behalf of
Chartered Accountants and Statutory Auditor
30 Old Bailey
EC4M 7AU
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
*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.
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2025
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