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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
COMPANY INFORMATION
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GODIVA U.K. LIMITED
CONTENTS
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GODIVA U.K. LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report on the Company for the year ended 31 December 2024. The directors, in preparing this strategic report, have complied with S414C of the Companies Act 2006.
The principal activity of the Company is selling luxury chocolate and sugar confectionary. The business engages in the sale of its products in own store, wholesale and online. Financial performance and financial position of the business are outlined in its financial statements on pages 9 and 10 respectively. The business continues to be loss making throughout 2024 with a decline in sales of 21% and an improvement in operating loss of 88%.
As at 31 December 2024, the Company had net liabilities of £15,932,551 (2023: 16,512,766). The Company has net current liabilities of £16,034,384 (2023: £16,692,680).
Key performance indicators
The Company continues to operate in a competitive environment, facing risks from other premium chocolate manufacturers, employee retention challenges, and the need for ongoing product innovation.
Foreign exchange exposure on Euro-denominated transactions remains a key financial risk. Additionally, external factors such as rising energy costs, adverse exchange rate movements, and increasing labor costs are expected to exert further pressure on margins in 2026. These risks are monitored at group level, with monthly reviews of actual performance against budget reported to the directors. Operational Changes During the year, management decided to close the E-commerce business, which has now been fully discontinued. This strategic decision was made to focus resources on strengthening retail and wholesale operations. The Head office has been closed, and team has been moved to the Group company office in Chiswick.
This report was approved by the board on 22 December 2025 and signed on its behalf.
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GODIVA U.K. 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.
The loss for the year, after taxation, amounted to £397,081 (2023 - loss £1,580,917).
No dividend is proposed in respect of the year (2023: £nil).
The directors who served during the year were:
During the year the Company made £nil charitable donations (2023: £700).
The Company’s operations expose it to a variety of financial risks, including liquidity risk, credit risk, and foreign exchange risk.
During the year, the loan from GDV Investments BV was converted into equity, reducing exposure to interest rate risk on that inter-group borrowing. The Company no longer pays interest on this balance, and no hedge accounting applies. The Company pays and receives interest on intergroup borrowings and lending respectively at a rate of interest determined by the group. No financial instruments were used by the company during the year to manage interest rate costs, and therefore no hedge accounting has been applied. Liquidity risk remains a key consideration, and the Company actively monitors cash flow requirements to ensure it can meet its obligations as they fall due. Credit risk is managed through established policies requiring credit checks on potential customers before sales are made. Exposure to any single counterparty is subject to limits that are reviewed regularly by management. Foreign exchange risk continues to arise from transactions denominated in Euros, and management monitors exchange rate movements closely to mitigate potential impacts.
The Company has continued to observe the requirements of the Health and Safety at Work Act 1974 and associated legislation.
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GODIVA U.K. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
As at 31 December 2024, the Company had net liabilities of £15,932,551 (2023: £16,512,766) and net current liabilities of £16,034,384 (2023: £16,692,680), the Company continues to be loss making. The immediate Parent Company, GDV Investments BV, has confirmed it will continue to support the Company's obligations, to enable it to meet its liabilities as they fall due, for at least the next twelve months from the date of this report.
After making suitable inquiries, the directors have concluded that GDV Investments BV will be in a position to provide the Company with any necessary support and accordingly have prepared the financial statements on the going concern basis
Looking ahead, the directors remain committed to improving profitability and operational performance. The Company will continue to review its retail portfolio to ensure sustainable growth and profitability. As part of its long-term strategy, management plans to open a new flagship store in 2027, reinforcing the brand’s presence and enhancing customer experience.
There have been no significant events affecting the Company since the year end.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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GODIVA U.K. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Wisteria Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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GODIVA U.K. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED
We have audited the financial statements of Godiva U.K. Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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GODIVA U.K. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED (CONTINUED)
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In 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.
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GODIVA U.K. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company, and sector in which they operate. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as: Financial Reporting Standard 102 Section 1A application in the UK and Republic of Ireland ('United Kingdom Generally Accepted Accounting Practice), Companies Act 2006 and taxations laws.
∙We understood how the Company are complying with those legal and regulatory frameworks through discussions with management and those charged with governance.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
o identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
o understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; o challenging assumptions and judgements made by management in its significant accounting estimates; o identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and o assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.
Our procedures to obtain sufficient appropriate audit evidence in response to the assessment risks of material misstatement due to fraud included:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;
∙Performing a detailed review of the Company’s year-end adjusting entries;
∙Enquiring of management with regard to actual and potential litigation and claims;
∙Requesting minutes of Board meetings, evidence of legal fees incurred, and any correspondence with HMRC, for indicators of possible fraud and non-compliance;
∙Testing the appropriateness of the accounting policies relating to revenue recognition and performing specific procedures over the existence and cut-off of revenue around the year end;
∙Carrying out substantive testing of journal entries to assess whether they are appropriate, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;
∙Performing a detailed review of key accounting estimates, including a respective review of outcomes against estimates included in the prior year’s financial statements and assessing whether the judgements made in arriving at the accounting estimates are indicative of potential bias; and
∙We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.
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GODIVA U.K. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA U.K. LIMITED (CONTINUED)
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
The Grange Barn
Pikes End
London
HA5 2EX
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GODIVA U.K. LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
REGISTERED NUMBER: 00356451
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 24 form part of these financial statements.
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GODIVA U.K. LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies
Godiva U.K. Limited ('the Company') is a private company, limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and registered in England and Wales. The address of the registered office is Building 3 Chiswick Park, 566 Chiswick High Road, Chiswick, London, England, W4 5YA. The nature of the Company's operations and its principal activities are set out in the strategic report on page 1.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Yildiz International (Formerly Yildiz Holding AS) as at 31 December 2024 and these financial statements may be obtained from its registered office.
The directors have prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the immediate immediate Parent Company, GDV Investments BV, for a period of at least 12 months from the date of signing these financial statements. The directors have also assessed the financial ability of the parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements.
On the basis of the above, the directors consider that it is appropriate to prepare the financial statements on a going concern basis.
Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the balance sheet date exchange rates. Transactions in foreign currencies are translated at the rate of exchange according to the group monthly fixed rate determined at the beginning of each month. Exchange differences arising on translation are included as part of profit and loss account.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate according to the group monthly fixed rate determined at the beginning of each month. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the closing date for each month.
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Turnover is stated net of VAT and trade discount and is recognized when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sales of goods is recognised at the point of the sale or when the goods are physically delivered to the customers. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
The Company operates a defined contribution benefit scheme for all qualifying employees. The assets are held separately from those of the Company.
The total pension charge for the year ended 31 December 2024 recorded in the profit and loss account relating to the scheme was £25,494 (2023: £47,820). The amount repayable at 31 December 2024, included within creditors, relating to pensions contributions to this scheme was £17,244 (2023: £17,944 payable).
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GODIVA U.K. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent undertaking is GDV Investments BV, a company incorporated in the Netherlands. The ultimate parent undertaking and controlling party is Kokler Yatirim Holding A.S. (Formerly Yildiz Holding AS), a company incorporated in Turkey.
Kokler Yatirim Holding A.S. (Formerly Yildiz Holding AS) is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2024. The consolidated financial statements of Kokler Yatirim Holding A.S. (Formerly Yildiz Holding AS) is available from its registered office: Kokler Yatirim Holding A.S. (formerly Yildiz Holding AS) Kisikh Mahallesi Ferah Caddesi No: 34692 Buyuk Camlica/Istanbul. vww.yildizholding.com.lr
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