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Registered number: 10407501 SODEXO VENTURES UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
SODEXO VENTURES UK LIMITED COMPANY INFORMATION
Directors | Jean Renton
| Amolak Dhariwal (appointed 1 January 2025)
Registered number | 10407501
Registered office | 1 Southampton Row
| London
| United Kingdom
| WC1B 5HA
Independent auditor | KPMG LLP
| Chartered Accountants
| 1 St Peter's Square
| Manchester
| M2 3AE
SODEXO VENTURES UK LIMITED CONTENTS
| Page
Directors' Report | 1 - 2
Directors' Responsibilities statement for the year ended 31 August 2025 | 3
Independent Auditor's Report to the members of Sodexo Ventures UK Limited | 4 - 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9 - 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 22
SODEXO VENTURES UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 AUGUST 2025 The directors present the report and the financial statements for the year ended 31 August 2025.
Principal activity
The principal activity of the Company is to invest in technology start-up businesses.
Results and dividends
The loss for the year, after taxation, amounted to £3,324,000 (2024 - loss £4,342,000). The directors do not recommend a payment of a dividend (2024 - £nil).
Directors
The directors who served during the year were:
Jean Renton
Amolak Dhariwal
Going concern
The financial statements have been prepared on a going concern basis, which the directors consider to be 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 activitities 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. IIn 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 woud remain resilient. There are no detailed forecasts prepared for Sodexo Ventures UK Limited as the company is an intermediary holding company and does not trade. At 31st August 2025, the company is in a net current assets position and is able to meet its liabilities as they fall due. 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 1
SODEXO VENTURES UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025
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 they are aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙they have taken all the steps that ought to have been taken as a directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
On 6th February 2026, a contractual redemption event was triggered in respect of the Company's investment in Meican Group and a redemption notice was issued. At the date of approval of these financial statements, discussions remain ongoing between Meican, the relevant investors and advisers regarding the timing and manner of settlement. This event arose after the reporting date and does not provide evidence of conditions that existed at the balance sheet date. Accordingly, no adjustment has been made to the carrying value or classification of the investment in these financial statements.
Auditor
The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 487 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Amolak Dhariwal Director
Date: 6 August 2026
1 Southampton Row
London
United Kingdom
WC1B 5HA
Page 2
SODEXO VENTURES UK LIMITED STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 The directors are responsible for preparing the 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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make 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; ∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and ∙use of the going concern basis of accounting unless they either intend to liquidate the Company or to cease its operations, or have no realistic alternative but to do so. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Page 3
SODEXO VENTURES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED Opinion We have audited the financial statements of Sodexo Ventures UK Limited (“the Company”) for the year ended 31 August 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and related notes, including the accounting policies in note 2. 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 loss for the year then ended; ∙have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Going concern The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period"). In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period. Our conclusions based on this work: ∙we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate ∙we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation. Page 4
SODEXO VENTURES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED (CONTINUED) Fraud and breaches of laws and regulations – ability to detect Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of directors and inspection of policy documentation as to the Company's high-level policies and procedures to prevent and detect fraud that apply to this group company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud. As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. Based on our risk assessment, no high-risk journal entries were identified. On this audit we do not believe there is a fraud risk related to revenue recognition because there are no revenue transactions. We did not identify any additional fraud risks. We performed procedures including agreeing all material accounting entries including post close journals in the perod to supporting documentation. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. This Company, as a holding company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. Page 5
SODEXO VENTURES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED (CONTINUED) Directors’ report The directors are responsible for the directors’ report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon. Our responsibility is to read the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work: ∙we have not identified material misstatements in the directors’ report; ∙in our opinion the information given in that report for the financial year is consistent with the financial statements; and ∙in our opinion that report has been prepared in accordance with the Companies Act 2006. Matters on which we are required to report by exception Under the Companies Act 2006 we are required 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 the 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; or ∙the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report. We have nothing to report in these respects. Directors’ responsibilities As explained more fully in their statement set out on page 3, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. Page 6
SODEXO VENTURES UK LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SODEXO VENTURES UK LIMITED (CONTINUED) The purpose of our audit work and to whom we owe our responsibilities 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. Martyn Barker (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 1 St Peter's Square Manchester M2 3AE 6 August 2026 Page 7
SODEXO VENTURES UK LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 AUGUST 2025
| 2025 | 2024
Note | £000 | £000
Administrative expenses |  | (11) | (4)
Loss on remeasurement of financial assets held at fair value |  | (3,317) | (4,340)
Interest receivable and similar income | 7 | 2 | 1
Loss before tax |  | (3,326) | (4,343)
Tax on loss | 8 | 2 | 1
Loss for the financial year |  | (3,324) | (4,342)
Page 8
SODEXO VENTURES UK LIMITED REGISTERED NUMBER: 10407501 STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2025
|  | 2025 |  | 2024*
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Financial assets held at fair value through profit or loss* |  |  | 75,074 |  | 78,391
|  |  | 75,074 |  | 78,391
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 908 |  | - |
Cash at bank and in hand |  | 12 |  | 1,310 |
|  | 920 |  | 1,310 |
Creditors: amounts falling due within one year | 11 | (21) |  | (404) |
Net current assets |  |  | 899 |  | 906
Total assets less current liabilities |  |  | 75,973 |  | 79,297
Net assets |  |  | 75,973 |  | 79,297
Capital and reserves |  |  |  |  |
Called up share capital | 12 |  | 107,396 |  | 107,396
Profit and loss account |  |  | (31,423) |  | (28,099)
|  |  | 75,973 |  | 79,297
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
The notes on pages 12 to 22 form part of these financial statements. Page 9
SODEXO VENTURES UK LIMITED REGISTERED NUMBER: 10407501 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 AUGUST 2025 * During the year, the directors identified that the investment in Meican was previously presented as an investment in associate in the prior year financial statements but did not meet the definition of an associate under IAS 28. The investment represents a debt instrument and falls within the scope of IFRS 9. Accordingly, the comparative information has been restated to reclassify the investment from "Investments in associates" to 'Financial assets held at fair value through profit or loss" ("FVTPL"). The correction relates solely to the classification and presentation of the investment. The carrying value of the investment at the reporting date was unchanged, as the investment was already measured at fair value and no adjustment was required. Page 10
SODEXO VENTURES UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 AUGUST 2025
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 September 2023 | 107,396 | (23,757) | 83,639
Comprehensive income for the year |  |  |
Loss for the year | - | (4,342) | (4,342)
Total comprehensive income for the year | - | (4,342) | (4,342)
At 1 September 2024 | 107,396 | (28,099) | 79,297
Comprehensive income for the year |  |  |
Loss for the year | - | (3,324) | (3,324)
Total comprehensive income for the year | - | (3,324) | (3,324)
Total transactions with owners | - | - | -
At 31 August 2025 | 107,396 | (31,423) | 75,973
| The notes on pages 12 to 22 form part of these financial statements.
Page 11
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
1. | General information
Sodexo Ventures UK is a registered company incorporated and domiciled in the UK. The registered address is One Southampton Row, London, WC1B 5HA and the registered number is 10407501. The company was incorporated on 3 October 2016. 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 101 'Reduced Disclosure Framework' and FRS 101. The preparation of financial statements in compliance with FRS 101 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). In preparation of these financial statements the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. The company is exempt by virtue of s401 subject to the small companies regime 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. In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted internationl accounting standards ("UK-adopted IFRS"), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Sodexo SA as at 31 August 2025 and these financial statements may be obtained from The Secretary, Sodexo S.A., 255 Quai de la Bataille de Stalingrad, 92866 Issy-Les-Moulineaux, France. Page 12
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis, which the directors consider to be 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 activitities 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. IIn 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 woud remain resilient. There are no detailed forecasts prepared for Sodexo Ventures UK Limited as the company is an intermediary holding company and does not trade. At 31st August 2025, the company is in a net current assets position and is able to meet its liabilities as they fall due. 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 13
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. 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.
| 2.5 | Taxation
Tax is recognised in profit or loss 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 balance sheet date in the countries where the Company operates and generates income.
| 2.6 | 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. Page 14
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.7 | Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
| 2.8 | Financial instruments
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Fair value through profit or loss All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. Impairment of financial assets The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. Financial liabilities Fair value through profit or loss Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship. Page 15
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.8 | Financial instruments (continued)
At amortised cost Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability. Page 16
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company’s accounting policies the directors are required to make judgements, estimates and assumptions about the carrying values of investments, assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on estimated future cashflows which are inherently judgemental and other factors that are considered to be relevant. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key judgements and estimates for this entity relate to the fair value of financial assets.. The fair value of financial assets has been determined using a Discounted Cash Flow (DCF) valuation method. The enterprise value is expected to be less than the outstanding debt, therefore the directors have considered company's share (19.4%) of the cash flows of Meican in the DCF model. Key assumptions of the DCF model are shown in the table below. i) The table above outlines the key assumptions of Meican business plan, including growth on revenue and GP margin. ii)For cafeteria business, management has launched the M&A initiatives starting from FY2025, as the driver for inorganic growth for the cafeteria line. The directors view this initiative still immature and with uncertainities, hence the directors have carved out this impact from management's business plan when doing DCF valuation. ii) The revenue perpetual growth is assumed at 3%, which is in line with the China long term inflation rate. iii) The perpetual GP margin is assumed to be equivalent to the final year of the forecast period, which is 29% at FY34. iv) A discount rate of 14.5% has been applied to the cash flows. v) The discount rate of 14.5% is maintained the same as in previous years. Sensitivities If the year on year revenue growth was to be reduced by 5% from the base case, the loss on remeasurement would increase by £22m. If the year on year gross profit margin was reduced by 20% from the base case, the loss on remeasurement would increase by £14m. Page 17
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
4. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements | 10 | 11
| Fees payable to the Company's auditors are borne by other related undertakings
5. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL). The remuneration for the directors has been bourne by another group entity. The services provided by the directors to this company is incidental to their services to the wider group.
6. | Loss on remeasurement of financial assets held at fair value
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Loss on remeasurement of financial assets held at fair value | 3,317 | 4,340
|  | 3,317 | 4,340
| On 31 August 2025 the directors performed a fair value assessment of the Meican investment. A loss on remeasurement of financial assets of £3,317,322 was recognised in the profit and loss.
7. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Net gains on foreign exchange | 2 | 1
|  | 2 | 1
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SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | (2) | (1)
|  | (2) | (1)
| Total current tax | (2) | (1)
| Deferred tax |  |
| Total deferred tax | - | -
| Taxation on loss on ordinary activities | (2) | (1)
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SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 8.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Loss on ordinary activities before tax | (3,326) | (4,343)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (832) | (1,086)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 830 | 1,085
| Total tax charge for the year | (2) | (1)
| Factors affecting the tax charge for the current and future periods The company is a member of the Sodexo S.A. Group which is expected to be a 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 IAS 12 concerning the mandatory exemption from recognition of deferred tax in the financial statements.
9. | Financial assets held at fair value through profit or loss
At 31 August 2025, the financial assets held at fair value through profit or loss represents the Company's 19.4% preference shares in Meican Group of £75,074,000 (2024: £78,391,000). During the year, a loss on remeasurement of finanal assets of £3,317,000 (2024: £4,340,000) was recognised in the profit and loss. Page 20
SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
10. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts owed by group undertakings | 905 | -
| Tax recoverable | 3 | -
|  | 908 | -
| On the 26 August 2025, Sodexo Ventures UK Limited entered into a new one year loan with Sodexo Global Services UK Limited for £900,000 at an interest rate of 5.06%.
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade creditors | 21 | 10
| Amounts owed to group undertakings | - | 394
|  | 21 | 404
| Amounts owed to fellow subsidiary undertakings relate to Sodexo Global Services UK Limited and are payable on demand. No interest is due on these balances.
12. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 107,396,000 (2024 - 107,396,188) Ordinary shares of £1 each | 107,396 | 107,396
13. | Related party transactions
| Transactions with other fellow wholly owned subsidiaries of Sodexo S.A. are not disclosed as the company has taken advantage of the exemption available under paragraph 8(k) of FRS 101.
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SODEXO VENTURES UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
14. | Post balance sheet events
On 6th February 2026, a contractual redemption event was triggered in respect of the Company's investment in Meican Group and a redemption notice was issued. At the date of approval of these financial statements, discussions remain ongoing between Meican, the relevant investors and advisers regarding the timing and manner of settlement. This event arose after the reporting date and does not provide evidence of conditions that existed at the balance sheet date. Accordingly, no adjustment has been made to the carrying value or classification of the investment in these financial statements.
15. | Controlling party
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 S.A., 255 Quai de la Bataille de Stalingrad, 92866 Issy-Les-Moulineaux, France. The immediate parent company is Sodexo Global Services UK Limited, a company incorporated in the UK.
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