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Registered number: 11810679









TERRY'S CHOCOLATE CO. LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
COMPANY INFORMATION


Directors
X Houssin 
M O Auclair 




Registered number
11810679



Registered office
35 Ballards Lane

London

Greater London

N3 1XW




Parent address
Immeuble Central Park
9 Rue Maurice Mallet

92130 Issy-le-Moulineaux

France






Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
TERRY'S CHOCOLATE CO. LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 3
Directors' Report
 
 
4 - 6
Independent Auditors' Report
 
 
7 - 10
Statement of Comprehensive Income
 
 
11
Statement of Financial Position
 
 
12
Statement of Changes in Equity
 
 
13
Notes to the Financial Statements
 
 
14 - 23


 
TERRY'S CHOCOLATE CO. LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report for the year ended 31 December 2024.

Business review
 
Terry’s Chocolate Co. Limited was created in February 2019 to sell and distribute Terry’s products in the UK.
There are nine permanent employees in the UK Company, six in the sales team and three in marketing. The supporting functions (Finance/HR/Logistics) are operated from the Head office in France.
 
The key UK Grocery and Discount retail customer base is managed directly by the Terry’s Chocolate Co. Limited commercial team. In addition, SHS also manages the back office (order to cash), logistics and warehouse activities for all Terry's products.
The brand Terry’s comes in a number of formats including the iconic Chocolate Orange balls, the Mini's Bitesize bags, Multipacks, Tablets, Singles and “Segsations” with individually wrapped chocolates.
For multiple years, the Terry’s brand have also expanded its product range by offering products for the Easter season (eggs), with steady growth over the years.
Terry's Chocolate Co. Limited have invested heavily in the brand and have launched a number of new products. In addition, the brand has been supported with further advertising campaigns on TV, Press and Instagram to increase the visibility of the brand under the campaign “deliciously unsquare”.
A large focus has been put on in store execution of the brand particularly at the key seasonal times of Easter and Christmas, based on combined actions such as consumer promotions, special offers on pricings, and in store marketing.
After a 2023 financial year marked by exceptional increases in costs of all nature, (raw materials, packaging, energy, transport), the 2024 financial year saw a certain stabilization or easing of purchasing prices, with the major exception of cocoa where prices continued to rise throughout the year.
In 2023, the Group had to take all necessary measures to protect its margins through additional price increases on all “chocolate” markets and cost optimizations for the Terry's brand.
In 2024, cocoa prices continued to increase, forcing Terry's UK to further increase prices, like many other chocolate players. However, volumes grew again thanks to innovations such as the Mint and Simply Milk balls and a strong Easter campaign.
 
It is also worth noting that in 2024, Terry’s UK began distributing Lutti candy products through SHS.
Turnover for FY 2024 was £71.80m, representing strong growth of 20% compared to £59.85m in the previous year, as a result of higher volumes and higher prices.
Terry’s mint ball launched during summer 2023 which has proven to be successful. In 2024 it has been permanently listed by all major UK supermarket customers, with a significant increase in volumes.
Terry’s milk chocolate has also been launched in the UK in Q3 of 2024.
The advertising and marketing costs also remained stable at £3m when compared with £2.95m in the previous year, reflecting Terry's UK's continued commitment to strong investment in communication.
Terry’s UK has been able to receive some gains while investing its available cash, with no risk funds.
 
Page 1

 
TERRY'S CHOCOLATE CO. LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Thanks to a strict monitoring of all fixed costs the profit before tax amounted to £2.6m.
As of December 2024, the stocks held in the UK were valued at £9.7m, increasing vs last year, due to increased costs. This inventory will cover sales at the start of 2025 plus stock holding for the forthcoming Easter campaign. 
The receivables increased by £2.9m as result of the slightly different seasonality of activity from September to December in FY 24 vs FY 23, as well as strong demand. The days of outstanding sales remain stable at 60 days. The process is well in place to monitor carefully with SHS all receivables overdue, all delay in payments as well as all solvency problems.

Principal risks and uncertainties
 
The Company’s sales are seasonal with the Easter and Christmas periods being the times of the year when the Company experiences significant sales. The key risks between these periods, is to ensure that cash flow is monitored closely especially given that stock levels need to be built up over three to four months to satisfy the demand from retailers before these periods.
Since the creation of the Company, Terry’s management has worked extensively to deseasonalize the Company business, being now far less a Christmas seasonal product company, but a brand bought all along the year with Tablets, Mini’s, Segsations, Ice-Cream  and a second season with Easter.
For the last two years, cocoa bean prices have increased dramatically, with high volatility conditions. The teams of Terry's UK have been able to properly handle the situation and to manage price increases. 

Financial key performance indicators
 
The Company's main performance indicator is sales growth which will be monitored closely as the Company grows and expands its product range.
The Company also reviews its gross margin and net margin percentages and is in the process of improving these going forward after an investment in its production facility.

Other key performance indicators
 
To monitor its business, the Company also uses the DSO for accounts receivable, the level of inventories in days of sales, and the weight of innovation in the growth. Many other sales and marketing metrics are also used and monitored by the Terry’s UK team such as: market share, market penetration, level of distribution, and logistics (on time in full and service level). 

Page 2

 
TERRY'S CHOCOLATE CO. LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
As the Board of Terry’s Chocolate Co. Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the Company’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the Company and its stakeholders.
As a  relatively new company, Terry’s Chocolate Co. Limited is a lean and agile company, relying on a small but highly skilled and motivated workforce. This team has been able to deliver very strong growth over the past  years despite the most challenging of conditions (Covid 19 pandemic / Brexit negotiations with EU, cocoa hyper inflation). The teams showed cohesion and resilience despite having to adapt the business model to facilitate long periods of working remotely from home.
The Company has ensured continued team engagement through:
 
Setting remuneration at market rates, and recognizing performance with additional bonuses.
Organizing regular online team meetings to ensure cohesion despite the remote working during lockdowns.
Ensuring that staff from each department are present and involved in all management meetings and are informed for significant decisions
Staying connected with colleagues in both SHS's back office and C&Co International Teams.
Providing training and career development support.
Taking the opportunity to say thanks and to celebrate success.


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



X Houssin
Director

Date: 11 June 2025

Page 3

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

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 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;

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.

Principal activity

The principal activity of the company is that of the sale of confectionery products.

Results and dividends

The profit for the year, after taxation, amounted to £1,951,535 (2023 - £922,948).

A dividend of £1,300,000 was proposed and paid during the year.

Directors

The directors who served during the year were:

X Houssin 
M O Auclair 

Page 4

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

In the context of cocoa high volatility and very high prices, Terry's will continue to focus on protecting its unit margin with necessary new price increase measures. As a result, volumes will certainly be negatively impacted.
Despite this difficult environment, the Terry's team will continue to build on the brand's strengths and the current solid path to market through innovation and expanded products, amongst others for the Easter season, and develop visible partnerships (like with McDonald's in 2024).
The Milk Ball, which was launched in Q3 2024 on a limited scale, will be rolled out on a full year and nationwide basis.
Other innovations are also under development and ready to be launched in 2025, widening and strengthening the position of the brand in the UK market.

Engagement with employees

A relatively new  company (created mid 2019), Terry’s Chocolate Co. Limited is a lean and agile company, relying on a small but highly skilled and motivated workforce. This team has been able to deliver very strong growth in 2022 and 2021 despite the most challenging of conditions (Covid 19 pandemic / Brexit negotiations with EU). The team exhibited great performance in 2023 while managing price increases with no customer conflicts. Volumes were able to rebound in 2024 with the success of the Mint ball and the preparation of the new innovative 2025 Easter season. 
The Company has ensured continued team engagement through:
Setting remuneration at market rates, and recognizing performance with additional bonuses.
Ensuring that staff from each department are present and involved in all management meetings and are  informed for significant decisions
Staying connected with colleagues in both SHS's back office and C&Co International Teams.
Providing training and career development support;
Taking the opportunity to say thanks and to celebrate success 

Engagement with suppliers, customers and others

We invest heavily in the Terry’s brand so that we can continue to offer consumers and customers the best quality products at the right prices and have the most suitable offer to our retail customers. 
 
Our business model prioritizes quality at all times.  
We have built and will maintain a reputation for transparency and fair dealing in our interaction with our consumers, customers and suppliers.

Page 5

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Energy and Carbon reporting

The Company is committed to build on existing and established efforts to reduce energy consumption and emissions and aims to reduce the total emissions footprint across the global operations and value chain in line with climate science.

The Terry's UK Company belongs to a larger Group (CPK). CPK, after having made its carbon footprint measurement and assessment in 2022, has launched in 2023 a Task Force “Decarbonation” and prepared and submitted its case to SBTI (NGO https://sciencebasedtargets .org/) in December 2023, confirming our commitment (see below, Carambar & Co on the SBTI site). In 2024, CPK have pursued the initiative by implementing energy reduction consumption equipment in Strasbourg, and by starting a process of assessment by Ecovadis. 
The Company has invested in a new tool to implement the new European Regulation, CSRD (Corporate Sustainability Reporting Directive), regulation to be implemented with one more year delay (decision from EU, omnibus).

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its consumption in the United Kingdom for the year is 40 000 kwh or lower. 

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.

Auditors

Under section 487(2) of the Companies Act 2006BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





X Houssin
Director

Date: 11 June 2025

Page 6

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. LIMITED
 

Opinion


We have audited the financial statements of Terry's Chocolate Co. Limited (the 'Company') for the year ended 31 December 2024, 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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. 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 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiring of management and those charged with governance around actual and potential litigation and claims;
Enquiring of staff to identify any instances of non-compliance with laws and regulations;
Reviewing the general ledger in detail for all transactions with related parties;
Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude 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 Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Page 9

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. LIMITED (CONTINUED)


Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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.





Ian Saunderson FCA (Senior Statutory Auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
London

16 June 2025
Page 10

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
71,797,370
59,847,896

Cost of sales
  
(62,931,585)
(52,819,559)

Gross profit
  
8,865,785
7,028,337

Administrative expenses
  
(6,678,982)
(6,121,025)

Other operating income
 5 
9,051
19,515

Operating profit
 6 
2,195,854
926,827

Interest receivable and similar income
 9 
414,875
294,756

Interest payable and similar expenses
  
(8,682)
(14,791)

Profit before tax
  
2,602,047
1,206,792

Tax on profit
 11 
(650,512)
(283,844)

Profit for the financial year
  
1,951,535
922,948

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 23 form part of these financial statements.

Page 11

 
TERRY'S CHOCOLATE CO. LIMITED
REGISTERED NUMBER: 11810679

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

  

  

Current assets
  

Stocks
 13 
9,670,289
8,765,153

Debtors: amounts falling due within one year
 14 
43,409,847
24,559,950

Cash at bank and in hand
  
157,882
3,316,277

  
53,238,018
36,641,380

Creditors: amounts falling due within one year
 15 
(48,329,515)
(32,384,412)

Net current assets
  
 
 
4,908,503
 
 
4,256,968

Total assets less current liabilities
  
4,908,503
4,256,968

  

  

Net assets
  
4,908,503
4,256,968


Capital and reserves
  

Called up share capital 
 16 
50,000
50,000

Profit and loss account
 17 
4,858,503
4,206,968

  
4,908,503
4,256,968


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




X Houssin
Director

Date: 11 June 2025

The notes on pages 14 to 23 form part of these financial statements.

Page 12

 
TERRY'S CHOCOLATE CO. LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
50,000
4,629,020
4,679,020


Comprehensive income for the year

Profit for the year
-
922,948
922,948


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,345,000)
(1,345,000)



At 1 January 2024
50,000
4,206,968
4,256,968


Comprehensive income for the year

Profit for the year
-
1,951,535
1,951,535


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,300,000)
(1,300,000)


At 31 December 2024
50,000
4,858,503
4,908,503


The notes on pages 14 to 23 form part of these financial statements.

Page 13

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The principal activity of Terry's Chocolate Co. Limited ("the Company") is that of the sale of confectionery products.
The company is a private company limited by shares and is incorporated in England and Wales.
The address of its registered office is 35 Ballards Lane, London, N3 1XW.

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 the Companies Act 2006.

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).

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 paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
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 CPK S.A.S as at 31 December 2024 and these financial statements may be obtained from the address noted on the information page.

 
2.3

Going concern

The company has received confirmation of the continued support of its parent.
The financial statements have been prepared on the going concern basis, which assumes that the company will continue to trade for the forseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.

Page 14

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

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.

Page 15

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

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 reporting date in the countries where the Company operates and generates income.


 
2.10

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.

At each reporting 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.

 
2.11

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.

 
2.12

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
 
Page 16

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)


At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and 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.




 
2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 17

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The key assumptions about the future, and other key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below:
Valuation of trade incentive liabilities
Management recognise provisions for trade incentive promotions, as derived from contractual agreements with key customers. Significant judgement is required in determining the yearly provision for trade incentives. Management recognise liabilities based on the latest available information provided by its sales distributor, adjustments in trade incentives that differ from the amounts previously recorded, are recognised in the Statement of Comprehensive Income in the period in which they have been identified.
Valuation of trade debtors
Management recognise trade debtors net of provisions for any irrecoverable amounts. The recoverable amounts are considered to be those debts recovered post year-end and provisions are recognised for all debts outstanding at the date of the financial statements, that are past their due date.
Valuation of stock
A stock provision is booked for cases where the relisable value from the sale of the goods is estimated to be lower than the stock carrying figure. Management have estimated the stock provisioning for different products and expected losses associated with slow moving items.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the company.

All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Intercompany recharges
9,051
19,515



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
(105,319)
18,806

Defined contribution pension cost
28,921
29,192

Intercompany recharges
1,759,000
1,853,106

Page 18

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditors' remuneration

2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements

35,000
25,000

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
7,250
6,785

All other services
1,200
1,200


8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
967,901
859,716

Social security costs
129,093
107,616

Cost of defined contribution scheme
28,921
29,192

1,125,915
996,524


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
9
9



Directors
2
2

11
11


9.


Interest receivable

2024
2023
£
£


Other interest receivable
414,875
294,756

Page 19

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
8,682
14,791

8,682
14,791


11.


Taxation



2024
2023
£
£

Corporation tax


Current tax on profits for the year
650,512
283,844


Total current tax
650,512
283,844

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - lower than) the average rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,602,047
1,206,792


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
650,512
289,630

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
(5,786)

Total tax charge for the year
650,512
283,844


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Dividends

2024
2023
£
£


Dividends on ordinary shares
1,300,000
1,345,000


13.


Stocks

2024
2023
£
£

Finished goods and goods for resale
9,670,289
8,765,153


The amount of stock that was written off during the year was £17,431 (2023: £198,630).


The difference between purchase price or production cost of stocks and their replacement cost is not material.


14.


Debtors

2024
2023
£
£


Trade debtors
32,285,571
24,544,800

Amounts owed by group undertakings
10,989,365
-

Other debtors
133,561
15,150

Prepayments and accrued income
1,350
-

43,409,847
24,559,950


Amounts owed by group undertakings are unsecured, repayble on demand and bear interest at 4.81% for 2024.

Page 21

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
8,438,359
5,523,580

Amounts owed to group undertakings
14,909,653
3,751,630

Corporation tax
351,712
39,074

Other taxation and social security
4,340,000
3,501,478

Other creditors
78,882
172,673

Accruals and deferred income
20,210,909
19,395,977

48,329,515
32,384,412


Amounts owed to group undertakings are interest free, unsecured and repayable on demand.


16.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



50,000 (2023 - 50,000) Ordinary shares of £1.00 each
50,000
50,000


The ordinary shares are irredeemable and have full rights in the Company with regard to voting, dividend and capital distribution.


17.


Reserves

Profit and loss account

Included in the profit and loss account are all previous profits and losses.


18.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £28,921 (2023: £29,192). Contributions totalling £0 (2023: £0) were payable to the fund at the reporting date and are included in other creditors.


19.


Related party transactions

The company has taken exemption from disclosing related party transactions with wholly owned group companies.
The directors are deemed key management who are all remunerated by the parent company.

Page 22

 
TERRY'S CHOCOLATE CO. LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Controlling party

The ultimate parent undertaking is CPK SAS, which is incorporated in France. Copies of the group financial statements are available from its trading address noted on the company information page.

 
Page 23