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Registered number: 02557248










O.P. CHOCOLATE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
O.P. CHOCOLATE LIMITED
 
 
COMPANY INFORMATION


Director
A P Walder 




Company secretary
N E Hurford-John



Registered number
02557248



Registered office
High Street
Dowlais

Merthyr Tydfil

CF48 3TB




Independent auditors
MHA

Century House

The Lakes

Northampton

NN4 7HD





 
O.P. CHOCOLATE LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Director's Report
 
4 - 8
Independent Auditors' Report
 
9 - 12
Statement of Comprehensive Income
 
13
Balance Sheet
 
14
Statement of Changes in Equity
 
15
Statement of Cash Flows
 
16
Analysis of Net Debt
 
17
Notes to the Financial Statements
 
18 - 32

 
O.P. CHOCOLATE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Director presents their Strategic Report for the year ended 31 December 2024.
Principal Activities
The Company is concerned mainly in the manufacture of wafers; predominantly chocolate enrobed and moulded, mallows and certain confectionery products.

Business review
 
Following the previous year’s results, the organization has focused on ensuring that our commercial strategy is a sustainable one. The success of this can be seen in our results.
The surge in commodity prices, energy and labour charges, due to market increases, were proactively managed by the business in order to ensure that the business did not suffer losses as a result of the market impacts.
The profit for the year was £4,992,000 (2023 £4,623,000).
The Company remains focused on improving its margins by controlling costs and improving productivity.
The net assets of the Company at 31 December 2024 were £23,042,000 (2023 £18,050,000).

Principal risks and uncertainties
 
Increases in the costs of raw materials, energy and labour represent a major financial risk to the company. Working with suppliers and customers, these increases are mitigated where possible and passed on where mitigation is not. In addition, the Company looks to improve operational performance year on year through investment in both equipment and the workforce, offsetting or minimising the impact of cost increases elsewhere. Market movements and fundamentals are tracked, and commodities purchased in line with specific supply strategies.
The impact of climate change is another risk area that the Company has identified. This could give rise to:
• Physical risks such as the impact on the availability of raw material that the Company sources from across
  the world and the effect of this shortage on costs.
• Transition risks such as climate policy set by the UK government, that could lead to the introduction of
  carbon taxes. As a result, this could lead to losses in profit.
To manage this risk, the group companies work in partnership with key suppliers to monitor, manage and improve security of supply though investment in infrastructure, education and training.
 

Financial key performance indicators
 
The following key performance indicators are used to judge performance towards the strategic objectives:
Financial KPls   
 2024                   2023         Change
                         £'000                 £'000           %
Turnover                                      90,016               80,074           12%
Profit/(Loss) before taxation                  6,682                 5,825           15%

Page 1

 
O.P. CHOCOLATE LIMITED
 

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

 
Objectives and strategy
The Company's Mission Statement is:
"To be recognized as the finest quality manufacturer of chocolate wafer and toffee products to fully satisfy our customers with consistent high-quality products representing good value for money by developing exciting new products and efficient service. We will also provide a working environment that encourages growth and development, of a committed, stable workforce in safe, hygienic and comfortable working conditions."
As part of achieving this Mission, the Company has defined objectives for growth in both sales and profitability. There are also several supporting or non-financial objectives which interact with those for sales and profitability growth.
These non-financial objectives include new product development and improvements in customer service.

Director's statement of compliance with duty to promote the success of the Company
 

The director of the Company, as those of all UK companies, must act in accordance with a set of duties. These duties are detailed in section 172 of the UK Companies Act 2006 with summarised as follows;
"A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholder as a whole and, in doing so have regard (amongst other matters) to;
• The likely consequences of any decisions in the long term;
• The interest of the Company's employees;
• The need to foster the Company's business relationships with suppliers, customers and others;
• The impact of the Company's operations on the community and environment; and
• The desirability of the Company maintaining a reputation for high standards of business conduct
All of our directors are briefed on their duties by the Company Secretary and if necessary, they can seek professional advice from an independent adviser/expert. It is of utmost importance that our directors fulfil their duties through the governance framework that guides the organisation's daily decision making.
The following paragraphs summarise how the directors fulfil their duties:     
Page 2

 
O.P. CHOCOLATE LIMITED
 

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

Risk Management
The senior management team meets weekly to review performance and assess risks facing the organisation. The aims of these meetings are to;
• Ensure that adequate and efficient processes are in place to identify, report and monitor risks.
• Raise risk awareness and ensure there is appropriate risk management within the organisation.
• Establish policies for risk management.
• Ensure that the most effective procedures are put in place to mitigate any risks identified.
• Use Risk Management models such as TARA to manage risk.
Our People
The Company embraces responsibility for its action and strives to make a positive impact on all of its employees. It is important to us that our day-to-day activities align with the expectations of our people; we meet these expectations through continuous training and development of our employees to ensure they are able to meet their full potential. We work tirelessly with our teams to ensure that our factory runs to the highest possible safety, hygiene and ethical standards so that our company values of Oppurtunity, Stability, Commitment, Teamwork, Responsibility and Safety are achieved.
Business Relationships
Our strategy for growth is to sell our existing products through our intercompany network and to introduce new product development into our existing customers and markets. In order to achieve this strategy, we must maintain and develop strong business relationships.
Our suppliers are key to us achieving our growth strategy and are highly valued by the Company. We work closely with our key suppliers, ensuring their businesses run to the highest possible safety, hygiene and ethical standards so that our shared values are achieved.
Community and Environment
The local and wider communities with which we interact with are at the heart of the Company. As a large employer in the local community, we take our responsibilities very seriously. Through providing sustainable employment we strengthen and support the local community.


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



................................................
A P Walder
Director

Date: 30 September 2025
Page 3

 
O.P. CHOCOLATE LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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;

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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Results and dividends

The profit for the year, after taxation, amounted to £4,992,000 (2023 - £4,623,000).

No dividends were declared for the year (2023 - £Nil).

Director

The director who served during the year was:

A P Walder 

Future developments

The Company's main focus in the outlook to the future is increasing product profitability and expanding into the export market.

Page 4

 
O.P. CHOCOLATE LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with employees

The Company believes strongly in keeping employees informed of matters affecting them as employees and the financial performance of the business. 
A director and at least 1 member of the senior management team meet with employee and union representatives on a bi-weekly basis. In these meetings employees have an opportunity to raise concern, ask questions but it is also an opportunity for the senior team to consider employees view of business decision. 

Disabled employees

The policy of the Company is to ensure that the application for employment by a disabled person are given full and fair consideration, having regard to their practical aptitudes and abilities. In the event of employees becoming disabled, every effort is made to retain them in order that their employment with the Company can continue.
The Company ensures that training, career development and promotions are available to all employees.

Page 5

 
O.P. CHOCOLATE LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

SECR reporting

O.P Chocolate Limited - 2024 SECR Report 1st Jan to 31st Dec  
The below report reviews O.P. Chocolate Limited's energy consumption and Green House Gas Emissions, along with an intensity ratio and energy efficient narrative, in line with the government's SECR requirements. 
Energy Consumption per Scope 
The figures below detail O.P. Chocolate Limited's total Scope 1 & Scope 2 energy consumption in kWh for the period 2024, with 2023 also shown as a comparison:
 
 Emissions Scope 
Utility
2024 Consumption (kWh) 
2023 Consumption (kWh)
Scope 1 (direct emissions)
Gas 
13,946,769
13,874,524
Scope 1 (direct emissions)
Fuel (Petrol & Diesel)
10,599
18,712
Scope 1 Total 

13,957,368
13,893,236
Scope 2 (energy indirect)
Electricity (kWh)
5,083,816
5,315,239
Total Scope 1 & 2 

19,041,184
19,208,475

The above kWh values for both gas & electricity have been obtained from utility invoices. Fuel values have been calculated using fuel charges and multiplied to kWh using DEFRA's 2023 & 2024 conversion factors.
Emissions per Scope 
The figures below detail O.P. Chocolate Limited's associated Green House Gas (GHG) emissions in kg of Carbon Emissions (kgCO2e) for the period 2024, with 2023 also shown as a comparison:
 
Emissions Scope
Utility
2024 Carbon  Emissions  (KgCO2e) 
2023 Carbon Emissions (KgCO2e)
Scope 1 (direct emissions)
Gas
2,550,864
2,538,067
Scope 1 (direct emissions)
Fuel (Petrol & Diesel)
2,333
4,456
Scope 1 Total 

2,553,197
2,542,523
Scope 2 (energy indirect)
Electricity (kWh)
1,052,604
1,100,627
Total Scope 1 & 2 

3,605,801
3,643,150

The above carbon emissions values have been calculated using DEFRA'S 2023 & 2024 coversion factors. 
Intensity Ratio 
The below figures provide an intensity ratio of GHG per Tonne of product. This intensity ratio was chosen as it is iin line with OP Chocolate’s Climate Change Agreement, which compares energy consumption per tonnes of product against a stringent target.
 
Emissions Scope
Utility
2024 Carbon  Emissions (KgCO2e) per Tonne of Product 
2023 Carbon Emissions (KgCO2e) per Tonne of Product 
Production
Tonnes 
15,530
16,144
Scope 1 (direct emissions)
Gas
164.26
157.21
Scope 1 (direct emissions)
Fuel (Petrol & Diesel)
0.15
0.28
Scope 1 Total 

164.41
157.49
Scope 2 (energy indirect)
Electricity (kWh)
67.78
68.18
Total Scope 1 & 2 

232.19
225.67

The above production values have been provided by site and audited in line with the business’s Climate Change Agreement.
 
Page 6

 
O.P. CHOCOLATE LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Energy Efficiency Action
During the period covered by this report, the Company has continued its long-term energy efficiency strategy aimed at reducing energy consumption and carbon emissions. This has been achieved through projects such as improving tank and pipework insulation, increasing LED lighting installations across the site, and switching tank and pipeline heating requirements to more efficient decentralized systems. Additionally, performance analysis has been improved through a better understanding of the product mix and the extensive network of electricity, gas, and water sub-metering continues to be expanded, enhancing energy consumption monitoring and management.
However, the 2024 product mix has shifted to a more energy-intensive variety compared to previous years. There have also been major projects initiated that will lead to long-term improvements in production and energy efficiency, although installation downtime and subsequent teething issues have had a short-term detrimental effect.
Methodology 2024:
• Electricity & Gas consumptions obtained from utility invoices
• Mileage of Company-owned vehicles has been provided by site and converted to kWh using DEFRA’s
  2024 conversion factors.
• All energy to GHG conversions have been calculated using DEFRA’s 2024 conversion factors.
• Intensity ratio of GHG against Tonne of Product has been chosen in line with O.P. Chocolate Limited's
  Climate Change Agreement.
Methodology 2023:
• Electricity & Gas consumptions obtained from utility invoices
• Transport Fuel Charges (£) provided from company records and; 
 o Converted to litres using UK government’s monthly average fuel rates.
 o Converted to kWh using DEFRA’s 2023 conversion factors
• All energy to GHG conversions have been calculated using DEFRA’s 2023 conversion factors.
• Intensity ratio of GHG against Tonne of Product has been chosen in line with OP Chocolate Ltd.’s
  Climate Change Agreement.
 
Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company's auditors are unaware, and

 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.

Post balance sheet events

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

Auditors

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. 

Page 7

 
O.P. CHOCOLATE LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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





................................................
A P Walder
Director

Date: 30 September 2025
Page 8

 
O.P. CHOCOLATE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF O.P. CHOCOLATE LIMITED
 

Opinion


We have audited the financial statements of O.P. Chocolate Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, 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 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Page 9

 
O.P. CHOCOLATE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF O.P. CHOCOLATE 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 director is 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's 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 Director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Page 10

 
O.P. CHOCOLATE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF O.P. CHOCOLATE LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 4, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


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:

-  Enquiry of management around actual and potential litigation and claims;
-  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 review of accounting estimates for bias;
-  Reviewing financial statement disclosures and testing supporting documentation to assess compliance    with applicable laws and regulations.


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.


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.


Page 11

 
O.P. CHOCOLATE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF O.P. CHOCOLATE LIMITED (CONTINUED)


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.



Adam Young ACA (Senior Statutory Auditor)
  
for and on behalf of
MHA
 
Statutory Auditors
  
Northampton, United Kingdom

Date: 30 September 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
Page 12

 
O.P. CHOCOLATE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
90,016
80,074

Cost of sales
  
(77,959)
(69,111)

Gross profit
  
12,057
10,963

Distribution costs
  
(1,655)
(1,949)

Administrative expenses
  
(3,865)
(2,981)

Exceptional administrative expenses
 12 
-
(268)

Operating profit
 5 
6,537
5,765

Interest receivable and similar income
 9 
161
83

Interest payable and similar expenses
 10 
(16)
(23)

Profit before tax
  
6,682
5,825

Tax on profit
 11 
(1,690)
(1,202)

Profit for the financial year
  
4,992
4,623

Total comprehensive income for the year
  
4,992
4,623

The notes on pages 18 to 32 form part of these financial statements.
Page 13

 
O.P. CHOCOLATE LIMITED
REGISTERED NUMBER: 02557248

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 13 
7,724
7,899

  
7,724
7,899

Current assets
  

Stocks
 14 
4,350
4,620

Debtors: amounts falling due within one year
 15 
15,765
12,678

Cash at bank and in hand
 16 
3,807
3,843

  
23,922
21,141

Creditors: amounts falling due within one year
 17 
(7,326)
(9,752)

Net current assets
  
 
 
16,596
 
 
11,389

Total assets less current liabilities
  
24,320
19,288

Provisions for liabilities
  

Deferred tax
 19 
(1,278)
(1,238)

Net assets
  
23,042
18,050


Capital and reserves
  

Called up share capital 
 20 
3,000
3,000

Profit and loss account
 21 
20,042
15,050

  
23,042
18,050


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




................................................
A P Walder
Director

Date: 30 September 2025

The notes on pages 18 to 32 form part of these financial statements.
Page 14

 
O.P. CHOCOLATE LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2023
3,000
10,427
13,427


Comprehensive income for the year

Profit for the year
-
4,623
4,623



At 1 January 2024
3,000
15,050
18,050


Comprehensive income for the year

Profit for the year
-
4,992
4,992


At 31 December 2024
3,000
20,042
23,042


The notes on pages 18 to 32 form part of these financial statements.
Page 15

 
O.P. CHOCOLATE LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£000
£000

Cash flows from operating activities

Profit for the financial year
4,992
4,623

Adjustments for:

Depreciation of tangible assets
855
1,080

Loss on disposal of tangible assets
30
-

Interest paid
16
23

Interest received
(161)
(83)

Taxation charge
1,690
1,202

Decrease in stocks
270
325

Decrease/(increase) in debtors
316
(3,194)

(Increase)/decrease in amounts owed by groups
(3,300)
3,477

(Decrease)/increase in creditors
(200)
2,169

Increase/(decrease)) in amounts owed to groups
1,409
(6,203)

Corporation tax (paid)
(2,763)
(5)

Net cash generated from operating activities

3,154
3,414


Cash flows from investing activities

Purchase of tangible fixed assets
(711)
(713)

Sale of tangible fixed assets
1
-

Interest received
161
83

Net cash from investing activities

(549)
(630)

Cash flows from financing activities

Repayment of loans
(2,625)
(434)

Interest paid
(16)
(23)

Net cash used in financing activities
(2,641)
(457)

Net (decrease)/increase in cash and cash equivalents
(36)
2,327

Cash and cash equivalents at beginning of year
3,843
1,516

Cash and cash equivalents at the end of year
3,807
3,843


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,807
3,843

3,807
3,843


Page 16

 
O.P. CHOCOLATE LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£000

£000

£000

Cash at bank and in hand

3,843

(36)

3,807

Debt due within 1 year

(2,625)

2,659

34


1,218
2,623
3,841

The notes on pages 18 to 32 form part of these financial statements.
Page 17

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

O.P. Chocolate Limited (the "Company") is a private company limited by shares incorporated, dominciled, and registered in England and Wales in the UK. The registered number is 02557248 and the registered address is High Street, Dowlais, Merthyr Tydfil, CF48 3TB.
The Company is concerned mainly in the manufacture of wafers; predominantly chocolate enrobed and moulded mallows and certain confectionery products.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The presentation currency of these financial statements is sterling. All amounts in the financial statements have been founded to the nearest £1,000 and are recorded in sterling.  

 
2.2

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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.



 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The Director has considered relevant information, including the annual budget, forecast furture cash flows and the impact of subsequent events in making their assessment. This analysis also considers the effectiveness of available measures to assist in mitigating the impact such as the group cash pool facility.
Based on the assessments and having regard to the resource available to the entity, the Director has conducted that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements. 

Page 18

 
O.P. CHOCOLATE 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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
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. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

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

Page 19

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

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.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 20

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

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.

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:

Freehold property
-
50 years
Plant and machinery
-
1 to 40 years

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.

 
2.14

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 first in, first out 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.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 21

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

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 profit or loss. 

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.

Page 22

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

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 instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Page 23

 
O.P. CHOCOLATE 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

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilites that are not readily apparent from others sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumption are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no key judgments. The key estimates include depreciation and stock provision. The need for a stock provision is considered regularly by management on a line by line basis and is included as part of the closing stock figure. 


4.


Turnover

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


2024
2023
£000
£000

Sale of goods
90,016
80,074


2024
2023
£000
£000

United Kingdom
73,002
64,452

Rest of Europe
13,561
14,247

Rest of the world
3,453
1,375

90,016
80,074



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£000
£000

Depreciation of tangible assets
855
1,080

Exchange differences
6
(222)

Other operating lease rentals
8
21

Page 24

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
29
28

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees

Staff costs were as follows:


2024
2023
£000
£000

Wages and salaries
12,672
11,610

Social security costs
1,103
878

Cost of defined contribution scheme
308
292

14,083
12,780


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


        2024
        2023
            No.
            No.







Production
409
385



Sales & Marketing
-
5



Finance & Adminstration
56
57

465
447


8.


Director's remuneration

The director did not receive any remuneration from the company in either the current year or the prior year.





Page 25

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Interest receivable

2024
2023
£000
£000


Other interest receivable
161
83


10.


Interest payable and similar expenses

2024
2023
£000
£000


Other interest payable
16
23


11.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
1,650
1,394

Adjustments in respect of previous periods
-
(164)


Total current tax
1,650
1,230

Deferred tax


Origination and reversal of timing differences
40
(28)

Total deferred tax
40
(28)


Taxation on profit on ordinary activities
1,690
1,202
Page 26

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

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

2024
2023
£000
£000


Profit on ordinary activities before tax
6,682
5,825


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
1,671
1,456

Effects of:


Other timing differences leading to an increase in taxation
(13)
(13)

Adjustments to tax charge in respect of prior periods
-
(164)

Expenses not deductible for tax purposes
32
10

Difference relating to change in current taxation rate during the year
-
(87)

Total tax charge for the year
1,690
1,202


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Exceptional items

2024
2023
£000
£000


Redundancy payments made in year
-
268

Page 27

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Freehold property
Plant and machinery
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
2,937
24,258
27,195


Additions
-
711
711


Disposals
-
(110)
(110)



At 31 December 2024

2,937
24,859
27,796



Depreciation


At 1 January 2024
803
18,493
19,296


Charge for the year on owned assets
53
802
855


Disposals
-
(79)
(79)



At 31 December 2024

856
19,216
20,072



Net book value



At 31 December 2024
2,081
5,643
7,724



At 31 December 2023
2,134
5,765
7,899


14.


Stocks

2024
2023
£000
£000

Raw materials and consumables
1,763
1,169

Work in progress
269
241

Finished goods
2,318
3,210

4,350
4,620


Page 28

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

2024
2023
£000
£000


Trade debtors
11,355
12,357

Amounts owed by group undertakings
3,529
229

Other debtors
137
-

Prepayments and accrued income
744
92

15,765
12,678


The intercompany loan is repayable on demand. (Within 3 business days) 


16.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
3,807
3,843



17.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Bank loans (Note 18)
-
2,625

Trade creditors
2,909
1,938

Amounts owed to group undertakings
1,747
338

Corporation tax
-
1,010

Other taxation and social security
946
1,462

Other creditors
248
78

Accruals and deferred income
1,476
2,301

7,326
9,752


Page 29

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Loans


2024
2023
£000
£000

Invoice discounting account
-
2,625





The loan refers to the level of debt on the Company's invoice discounting account. The discounting facility is secured via fixed and floating charges over the Company's assets.


19.


Deferred taxation




2024
2023


£000

£000






At beginning of year
1,238
1,266


Charged to profit or loss
40
(28)



At end of year
1,278
1,238

The provision for deferred taxation is made up as follows:

2024
2023
£000
£000


Accelerated capital allowances
1,293
1,250

Short term timing differences
(15)
(12)

1,278
1,238


20.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



3,000,000 (2023 - 3,000,000) Ordinary shares shares of £1.00 each
3,000
3,000

The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings for the Company.


Page 30

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Reserves

Profit and loss account

The profit and loss account represents the accumulated profits, losses, and distributions of the Company.


22.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£000
£000


Plant and machinery
-
310


23.


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 £308,000 (2023 - £292,000) .
Contributions totalling £59,000 (2023 - £46,000) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£000
£000


Not later than 1 year
30
33

Later than 1 year and not later than 5 years
8
33

38
66

During the year £37,000 was recognised as an expense in the profit and loss account in respect of operating leases (2023- £42,000).

Page 31

 
O.P. CHOCOLATE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Related party transactions

The following transactions have taken place with certain other companies within the Baronie NV group and any related oustanding balances, have been undertaken on normal commercial terms.
     
 Sales to     Purchases from
      2024  2023    2024  2023
      £000  £000    £000  £000
DIPA SAS     -  -    -       (37,400)
Frankonia schokoladenwerke Gmbh -  -    (227)          (996)
Chocolate Cantalou   1  -    -  -
Cemoi SAS      -  -    (34,532) (97)
Baronie UK Limited    22,610 1,136    (772)  (429)
Baronie Switzerland S.A                        -                   -                                         (394)             -
      
Receivables outstanding  Creditors outstanding
      2024  2023    2024  2023
      £000  £000    £000  £000
DIPA SAS     -  10    -           (9)
Frankonia schokoladenwerke Gmbh -  -    -  (83)
Cemoi SAS     -  2              (1,738) -
Baronie UK Limited    3,529  127    (9)  (169)
Chocolaterie Cantalou   -  90    -  -
Baronie Switzerland S.A                        -                   -                                         -                    (77)
Key management are deemed to be Directors of the Company. Refer to Note 8 for further disclosures of emoluments paid to Directors.


26.


Controlling party

Baronie UK Limited is the immediate parent undertaking, a company incorporated in England and Wales. This is the smallest group for which consolidated accounts are prepared. The financial statements are publicly available from the registered office of Baronie UK Limited, Office 4, Corby Enterprise Centre London Road, Priors Hall, Corby, England, NN17 5EU.
The ultimate parent company is Baronie NV, a company incorporated in Belgium. This is the largest group for which consolidated accounts are prepared and copies of these can be obtained from Baronie NV, Kolvestraat 70, 8000, Brugge, Belgium.

 
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