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Registered number: 00356451









GODIVA U.K. LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
GODIVA U.K. LIMITED
 
 
COMPANY INFORMATION


Directors
M Ulker 
A Ulker 
M Loya 
A S Amin 




Registered number
00356451



Registered office
Building 3 Chiswick Park
566 Chiswick High Road

Chiswick

London

W4 5YA




Independent auditors
Wisteria Audit Ltd
Chartered Accountants & Statutory Auditors

The Grange Barn

Pikes End

Pinner

London

HA5 2EX




Bankers
Barclays Bank
UK Banking Service Centre

PO BOX 299

Birmingham

Bl 3PF





 
GODIVA U.K. LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Balance Sheet
10
Notes to the Financial Statements
11 - 22


 
GODIVA U.K. LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their strategic report on the Company for the year ended 31 December 2023. The directors, in preparing this strategic report, have complied with S414C of the Companies Act 2006.

Business review
 
The principal activity of the Company is selling luxury chocolate and sugar confectionary. The busines engages in the sale of its products in own store, wholesale and online. Financial performance and financial position of the business are outlined in its financial statements on pages 9 and 10 respectively. The business continues to be loss making throughout 2023 with a decline in sales of 11% and an improvement in operating loss of 65%. 
As at 31 December 2023, the Company had net liabilities of £16,512,766 (2022: 14,931,850). The Company has net current liabilities of £16,692,680 (2022: £15,264,465). 
 
Key performance indicators

2023
2022
(Decrease)
£
£




Turnover
3,645,716
4,114,536
(11%)
Gross profit
1,766,194
2,184,425
(19%)
Gross profit margin
48%
53%
(5%)
Operating loss
(1,221,060)
(3,490,097)
(65%)

Principal risks and uncertainties
 
These risks are managed at a group level and closely monitored by the directors through monthly analysis of the budget and the actual figures, which are reported to the group. 
During the year management decided to close a non-performing store Canary Wharf and move the Ecommerce business to its group undertaking Estarbrands Limited. The company also reduced operating costs by moving its warehousing facility from Subzero to Movus and head office to Gresham Street. The Company maintained its focus to improve customer service thus improving retail operations.
The management of the business and the execution of the Company's strategy are subject to several risks.
The key business risks and uncertainties affecting the Company relate to competition from other manufacturers, particularly from other high-end chocolate manufacturers, employee retention, and product innovation.
The Company is subject to the developments and events at both domestically and internationally. The Company has foreign exchange risk on commercial transactions in Euros. 
The external commercial environment is expected to remain competitive in 2024 with continued price pressure. Higher energy costs, adverse exchange rate movements and increasing labour costs will also put significant pressure on the Company.


This report was approved by the board on 24 January 2025 and signed on its behalf.



M Loya
Director

Page 1

 
GODIVA U.K. LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to £1,580,917 (2022 - loss £5,847,017).

No dividend is proposed in respect of the year (2022: £nil).

Directors

The directors who served during the year were:

M Ulker 
A Ulker 
M Loya 
A S Amin (appointed 1 September 2023)
H N Afridi (appointed 14 May 2023, resigned 1 September 2023)



Political and charitable contributions

During the year the Company made £700 charitable donations (2022: £2,000).

Financial risk management

The Company’s operations expose it to a variety of financial risks that include the effects of changes in interest rates, liquidity risk, credit risk and foreign exchange risk.
The Company’s ultimate parent undertaking, based in Turkey, Yildiz International (Formerly Yildiz Holding AS), manages the interest rate and liquidity risks, as disclosed in the financial statements of that Company. The Company pays and receives interest on inter-group borrowings and lending respectively at a rate of interest determined by the group. No financial instruments were used by the company during the year to manage interest rate costs, and therefore no hedge accounting has been applied.
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made and the amount of exposure to any individual counterparty is subject to a limit which is reassessed regularly by the Company’s management.

Health and safety at work

The Company has continued to observe the requirements of the Health and Safety at Work Act 1974 and associated legislation.

Page 2

 
GODIVA U.K. LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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 2006They 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.

Going concern

As at 31 December 2023, the Company had net liabilities of £16,512,766 (2022: £14,931,850) and net current liabilities of £16,692,680 (2022: £15,264,465), the Company continues to be loss making. The immediate Parent Company, GDV Investments BV, has confirmed it will continue to support the Company's obligations, to enable it to meet its liabilities as they fall due, for at least the next twelve months from the date of this report.
After making suitable inquiries, the directors have concluded that GDV Investments BV will be in a position to provide the Company with any necessary support, and accordingly have prepared the financial statements on the going concern basis.

Future developments

The directors are confident that the Company will improve its current level of performance in the future. To improve performance the company regularly reviews its retail portfolio to ensure it only operates profitable stores or stores it estimates will generate a future profit. Management will continue to work on its cost-cutting strategy to improve profitability.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Page 3

 
GODIVA U.K. LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsWisteria Audit Ltdwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 24 January 2025 and signed on its behalf.
 





M Loya
Director

Page 4

 
GODIVA U.K. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED
 

Opinion


We have audited the financial statements of Godiva U.K. Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet and the related notes, including a summary of significant accounting policiesThe 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 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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


We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a 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 5

 
GODIVA U.K. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities 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, 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 6

 
GODIVA U.K. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED (CONTINUED)


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
 
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained an understanding of the legal and regulatory frameworks applicable to the Company, and sector in which they operate. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as: Financial Reporting Standard 102 Section 1A application in the UK and Republic of Ireland ('United Kingdom Generally Accepted Accounting Practice), Companies Act 2006 and taxations laws.
 
We understood how the Company are complying with those legal and regulatory frameworks through discussions with management and those charged with governance.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

o identifying and assessing the design effectiveness of controls management has in place to prevent    and detect fraud;
 o understanding how those charged with governance considered and addressed the potential for     override of controls or other inappropriate influence over the financial reporting process;
 o challenging assumptions and judgements made by management in its significant accounting     estimates;
 o identifying and testing journal entries, in particular any journal entries posted with unusual account    combinations; and
 o assessing the extent of compliance with the relevant laws and regulations as part of our procedures   on the related financial statement item.
 
Our procedures to obtain sufficient appropriate audit evidence in response to the assessment risks of material misstatement due to fraud included:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;
Performing a detailed review of the Company’s year-end adjusting entries;
Enquiring of management with regard to actual and potential litigation and claims;
Requesting minutes of Board meetings, evidence of legal fees incurred, and any correspondence with HMRC, for indicators of possible fraud and non-compliance;
Testing the appropriateness of the accounting policies relating to revenue recognition and performing specific procedures over the existence and cut-off of revenue around the year end;
Carrying out substantive testing of journal entries to assess whether they are appropriate, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;
Performing a detailed review of key accounting estimates, including a respective review of outcomes against estimates included in the prior year’s financial statements and assessing whether the judgements made in arriving at the accounting estimates are indicative of potential bias; and
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.

 
Page 7

 
GODIVA U.K. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED (CONTINUED)


These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. 


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 Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.





Barry Au FCA (Senior Statutory Auditor)
for and on behalf of
Wisteria Audit Ltd
Chartered Accountants & Statutory Auditors
The Grange Barn
Pikes End
Pinner
London
HA5 2EX

24 January 2025
Page 8

 
GODIVA U.K. LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 3 
3,645,716
4,114,536

Cost of sales
  
(1,879,522)
(1,930,111)

Gross profit
  
1,766,194
2,184,425

Administrative expenses
  
(3,330,201)
(5,725,959)

Other operating income
 4 
385,771
51,437

Other operating charges
  
(42,824)
-

Operating loss
  
(1,221,060)
(3,490,097)

Interest payable and similar expenses
 8 
(359,857)
(2,356,920)

Loss before tax
  
(1,580,917)
(5,847,017)

Tax on loss
 9 
-
-

Loss for the financial year
  
(1,580,917)
(5,847,017)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022£NIL).

The notes on pages 11 to 22 form part of these financial statements.

Page 9

 
GODIVA U.K. LIMITED
REGISTERED NUMBER: 00356451

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
179,914
332,615

  
179,914
332,615

Current assets
  

Stocks
 11 
368,628
624,473

Debtors: amounts falling due within one year
 12 
820,323
939,983

Cash at bank and in hand
 13 
112,063
135,057

  
1,301,014
1,699,513

Creditors: amounts falling due within one year
 14 
(17,993,694)
(16,963,978)

Net current liabilities
  
 
 
(16,692,680)
 
 
(15,264,465)

Total assets less current liabilities
  
(16,512,766)
(14,931,850)

  

Net liabilities
  
(16,512,766)
(14,931,850)


Capital and reserves
  

Called up share capital 
 16 
658,652
658,652

Capital contributions
 16 
33,484,606
33,484,606

Profit and loss account
 17 
(50,656,024)
(49,075,108)

  
(16,512,766)
(14,931,850)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 January 2025.




M Loya
Director

The notes on pages 11 to 22 form part of these financial statements.

Page 10

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies

 
1.1

General information and basis of accounting

Godiva U.K. Limited ('the Company') is a private company, limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and registered in England and Wales. The address of the registered office is Building 3 Chiswick Park, 566 Chiswick High Road, Chiswick, London, England, W4 5YA. The nature of the Company's operations and its principal activities are set out in the strategic report on page 1.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
1.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Yildiz International (Formerly Yildiz Holding AS) as at 31 December 2023 and these financial statements may be obtained from its registered office.

 
1.3

Going concern

The directors have prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the immediate immediate Parent Company, GDV Investments BV, for a period of at least 12 months from the date of signing these financial statements. The directors have also assessed the financial ability of the parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements.
On the basis of the above, the directors consider that it is appropriate to prepare the financial statements on a going concern basis.

 
1.4

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the balance sheet date exchange rates. Transactions in foreign currencies are translated at the rate of exchange according to the group monthly fixed rate determined at the beginning of each month. Exchange differences arising on translation are included as part of profit and loss account.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate according to the group monthly fixed rate determined at the beginning of each month. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the closing date for each month.

Page 11

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.5

Turnover

Turnover comprises the invoiced value excluding valued-added tax of sales to third parties in the United Kingdom. All sales are attributable to the sales of premium chocolate and sugar confectionery.
Turnover is stated net of VAT and trade discount and is recognized when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sales of goods is recognised at the point of the sale or when the goods are physically delivered to the customers.

 
1.6

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
1.7

Finance costs

Finance costs are charged to profit or loss 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.

 
1.8

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
1.9

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.

 
1.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 12

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.10
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Lease
-
20%
Fixtures and fittings
-
20%
Office equipment
-
20%
Computer equipment
-
33%
Other fixed assets
-
20%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
1.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
1.12

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.

 
1.13

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.

 
1.14

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.

Page 13

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Page 14

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.15
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


2.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with Generally Accepted Accounting Practice (GAAP) requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

Critical judgements

There were no judgements required to be made in preparing the accounts which had, or could have had, a material impact on the accounts.
 
Key estimates

There were no estimates required to be made in preparing the accounts which had, or could have had, an material impact on the accounts.

Page 15

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

United Kingdom
3,645,716
4,114,536

3,645,716
4,114,536


The Company operates solely within the United Kingdom, their business being the selling of premium chocolate and sugar confectionery.


4.


Other operating income

2023
2022
£
£

Other operating income
385,771
51,437

385,771
51,437



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation (Note 10)
107,585
135,081

Foreign exchange (gain)/loss
(337,847)
1,801,396

Operating lease rentals
857,840
1,006,349

Page 16

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
925,987
884,129

Social security costs
83,315
106,615

Other pension costs
47,820
58,672

1,057,122
1,049,416


The average monthly number of employees during the year was 29 (2022 - 34).


7.


Directors' remuneration

Directors remuneration include payments for services provided to the wider Godiva group. These payments are not distinguishable from that provided to Godiva U.K. Limited. Directors are remunerated by other companies within the Yildiz International (Formerly Yildiz Holding AS) Group. No directors were members of the defined contribution pension scheme (2022: £nil).





8.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
359,857
2,356,920

359,857
2,356,920


9.


Taxation


2023
2022
£
£



Total current tax
-
-
Page 17

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,580,917)
(5,847,017)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(395,229)
(1,110,933)

Effects of:


Effects of capital allowances and depreciation
26,896
-

Expenses not deductible for tax purposes
988,845
114

Deferred tax asset not recognised
-
1,110,819

Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax
4,486
-

Other differences leading to an increase (decrease) in the tax charge
(624,998)
-

Total tax charge for the year
-
-

Page 18

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Tangible fixed assets





Lease
Fixtures and fittings
Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
91,350
2,762,703
536,348
574,555
115,700
4,080,656


Additions
-
7,260
4,286
27,092
-
38,638


Disposals
(85,275)
(2,553,863)
(427,393)
(568,776)
(115,700)
(3,751,007)



At 31 December 2023

6,075
216,100
113,241
32,871
-
368,287



Depreciation


At 1 January 2023
85,284
2,598,278
404,302
544,477
115,700
3,748,041


Charge for the year on owned assets
1,689
53,877
37,790
14,229
-
107,585


Disposals
(85,252)
(2,526,305)
(384,469)
(555,527)
(115,700)
(3,667,253)



At 31 December 2023

1,721
125,850
57,623
3,179
-
188,373



Net book value



At 31 December 2023
4,354
90,250
55,618
29,692
-
179,914



At 31 December 2022
6,066
164,425
132,046
30,078
-
332,615


11.


Stocks

2023
2022
£
£

Finished goods and goods for resale
368,628
624,473

368,628
624,473


Page 19

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Debtors

2023
2022
£
£


Trade debtors
360,976
508,289

Amounts owed by group undertakings
164,195
173,018

Other debtors
159,055
144,104

Prepayments and accrued income
136,097
114,572

820,323
939,983


The amounts owed by group undertakings are unsecured, interest-free and repayable on demand.


13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
112,063
135,057

112,063
135,057



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
255,707
366,481

Amounts owed to group undertakings
17,509,712
16,352,957

Other taxation and social security
135,570
130,365

Other creditors
74,599
114,175

Accruals and deferred income
18,106
-

17,993,694
16,963,978


The amounts owed to group undertakings includes a fixed loan amount £3,722,365 (2022: £4,053,374) and are repayable on demand. Loan interest is determined by the lender monthly, and is subject to an agreement between the lender and the company. Interest is accrued monthly. Loans are unsecured.

Page 20

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
667,279
816,364


Financial liabilities


Financial liabilities measured at fair value through profit or loss
17,840,018
16,833,613


Financial assets measured at fair value through profit or loss comprise of cash and bank, trade debtors and amounts owed by group undertakings.


Other financial liabilities measured at fair value through profit or loss comprise of trade creditors, amounts owed to group undertakings and other creditors.


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



658,652 (2022 - 658,652) ordinary shares of £1.00 each
658,652
658,652

The Company has only one class of ordinary shares and there are no restrictions attaching to that class including restrictions on the distribution of dividends and the repayment of capital.



Capital contribution

£



At 1 January 2022
4,901,000

Capital contribution
28,583,606

At 31 December 2022
33,484,606



Capital contribution

-

At 31 December 2023
33,484,606

During the year, a capital contribution received from the immediate parent, GDV Investments B.V. as part of the terms relating to conversion of its receivables totalling £Nil (2022: £28,583,606 (EUR 32,315,986)).

Page 21

 
GODIVA U.K. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Reserves

Profit and loss account

All current and prior period retained earnings.


18.


Pension commitments

The Company operates a defined contribution benefit scheme for all qualifying employees. The assets are held separately from those of the Company.
The total pension charge for the year ended 31 December 2023 recorded in the profit and loss account relating to the scheme was £47,820 (2022: £58,672).
The amount outstanding at 31 December 2023, included within creditors, relating to pensions contributions to this scheme was £17,944 (2022: £24,653).


19.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
258,067
666,472

Within two to five years
661,071
775,586

919,138
1,442,058


20.


Related party transactions

The Company is exempt under the terms of Financial Reporting Standard 102.33 "Related Party Disclosures" from disclosing related party transactions with entities that are wholly owned members of Yildiz International (formerly Yildiz Holding AS) group or investees of the group qualifying as related parties.


21.


Immediate and ultimate parent undertakings

The immediate parent undertaking is GDV Investments BV, a company incorporated in the Netherlands. The ultimate parent undertaking and controlling party is Yildiz International (Formerly Yildiz Holding AS), a company incorporated in Turkey.
Yildiz International (Formerly Yildiz Holding AS) is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2023. The consolidated financial statements of Yildiz International (Formerly Yildiz Holding AS) is available from its registered office:
 
Yildiz  International (formerly Yildiz Holding AS) Kisikh  Mahallesi  Ferah  Caddesi  No: 34692  Biiyiik  Camhca/Istanbul. vww.yildizholding.com.lr

Page 22