Company registration number 12730539 (England and Wales)
GCB COCOA UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
GCB COCOA UK LIMITED
COMPANY INFORMATION
Directors
Mr Hia Cheng
Ms Tay See Min
Mr Yau Tee Wan
Company number
12730539
Registered office
Lower Road
Glemsford
Sudbury
Suffolk
CO10 7QR
Auditor
Ensors
Connexions
159 Princes Street
Ipswich
IP1 1QJ
GCB COCOA UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
GCB COCOA UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Fair Review of the Business
In 2025, GCB Cocoa UK Limited continued to operate in a highly competitive and volatile chocolate manufacturing industry. Global cocoa prices remained at elevated levels due to ongoing supply constraints driven by adverse weather conditions and structural challenges in key producing regions. These conditions continued to place pressure on the cost of raw materials, particularly cocoa butter and cocoa liquor.
The company remains focused on establishing itself as a reliable supplier of high-quality industrial chocolate while continuing to invest in long-term growth and operational capabilities.
Principal Risks and Uncertainties
GCB Cocoa UK Limited faces several key risks and uncertainties that may impact its operations and financial performance:
Market Fluctuations: The global cocoa market can be volatile, with price fluctuations affecting the cost of raw materials. Changes in supply and demand dynamics, as well as geopolitical factors, may influence cocoa prices and profitability.
Regulatory and Compliance Risks: Changes in food safety regulations, environmental laws, or labour regulations in the UK and EU could impact production processes or lead to increased operational costs.
Operational Risks: The company’s operational efficiency is tied to its manufacturing capabilities. Any issues with plant operations, technology, or staffing could affect production schedules and product quality.
Sustainability and Ethical Practices: Public concerns about environmental sustainability and the ethical sourcing of ingredients (especially cocoa) can harm a company's reputation if it is perceived as not meeting high standards, particularly in light of the EU Deforestation Regulation (EUDR), which mandates that companies ensure their products are not linked to deforestation. Non-compliance with the EUDR could further exacerbate negative perceptions, leading to loss of consumer trust and brand value.
Development and Performance
The company further strengthened its quality, food safety, and compliance frameworks during the year.
In 2025, GCB Cocoa UK Limited successfully passed its first unannounced Marks & Spencer (M&S) Food Safety Audit since initial approval in 2024. This audit is recognised as one of the most stringent in the UK food manufacturing sector, covering all aspects of operations including sourcing, production processes, hygiene, allergen management, traceability, and regulatory compliance. The company achieved a “Good” rating, with the auditor noting significant improvements across all departments since the previous assessment.
In addition, the company achieved an AA+ grade in the BRCGS (Brand Reputation through Compliance Global Standards) audit, reflecting its strong commitment to product quality, food safety, and operational excellence. The audit highlighted the company’s robust systems, high level of staff preparedness, and ability to maintain consistent performance under unannounced audit conditions.
These achievements enhance the company’s reputation, strengthen customer confidence, and support further growth with key strategic customers.
The company also continued progress on the development of cocoa butter and liquor melting facilities, which are expected to be commissioned by the end of the second quarter of 2026. These facilities will enable the company to process imported solid cocoa materials from its sister company in Ivory Coast into liquid form for both internal use and external sales. This strategic initiative aligns with the group’s core cocoa processing activities and is expected to enhance operational efficiency, optimise cost structures, and create additional revenue streams.
GCB COCOA UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Financial Results
During 2025, GCB Cocoa UK Limited made substantial progress in expanding its operational capabilities and strengthening its market position.
The company achieved significant growth in its commercial activities. Revenue increased substantially from £14.4 million in 2024 to £36.1 million in 2025, reflecting the continued ramp-up of production capacity, expansion of the customer base, and strengthening of the company’s market presence in the UK and Ireland.
However, profitability was impacted by sustained high raw material costs and competitive pricing strategies. Gross profit decreased to £0.04 million (2024: £0.3 million), and the company recorded a loss before taxation of £1.8 million compared to £0.25 million in the prior year.
The directors remain confident that the company’s continued investment in infrastructure, operational excellence, and strong customer relationships will support long-term value creation despite ongoing market challenges.
Mr Hia Cheng
Director
15 May 2026
GCB COCOA UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activities of the company are trading of cocoa powder and chocolate and manufacturing of chocolate.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr Hia Cheng
Ms Tay See Min
Mr Yau Tee Wan
Auditor
On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company’s auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising. The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr Hia Cheng
Director
15 May 2026
GCB COCOA UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 judgements and accounting estimates that are reasonable and prudent; and
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 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.
GCB COCOA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GCB COCOA UK LIMITED
- 5 -
Opinion
We have audited the financial statements of GCB Cocoa UK Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditor's 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 UK, including the FRC’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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
GCB COCOA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GCB COCOA UK LIMITED (CONTINUED)
- 6 -
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, 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.
Auditor's 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 auditor's 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements are free from material misstatement due to fraud.
In planning and designing our audit procedures we assessed the risks of material misstatement due to fraud. Our assessment concluded that the areas of highest risk are non-compliance with laws and regulations and management override of controls. The company also has a high number of intercompany transactions and balances with fellow group companies and companies under common ownership.
We obtained an understanding of the legal and regulatory frameworks that the company operates in through discussions with management, and from our commercial knowledge and experience of the sector in which the company operates. This enabled us to identify the key laws and regulations applicable to the company. We focussed on specific laws and regulations which we considered may have a direct impact on the financial statements including the Companies Act 2006, food safety and hygiene, taxation legislation, data protection, anti-bribery and employment laws.
GCB COCOA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GCB COCOA UK LIMITED (CONTINUED)
- 7 -
To address the risk of fraud we performed the following audit procedures:
There are, however, inherent limitations to our above audit procedures. Material misstatements that arise due to fraud can be harder to detect then those that arise from error as they are likely to involve deliberate concealment or collusion.
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Malcolm McGready (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Connexions
159 Princes Street
Ipswich
IP1 1QJ
18 May 2026
GCB COCOA UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
36,077,363
14,352,809
Cost of sales
(36,039,776)
(14,035,847)
Gross profit
37,587
316,962
Administrative expenses
(3,029,906)
(2,538,669)
Other operating income
114,140
96,531
Operating loss
4
(2,878,179)
(2,125,176)
Interest receivable and similar income
7
54
46
Interest payable and similar expenses
8
(1,831,068)
(1,000,570)
Other gains or losses
9
2,920,040
2,875,000
Loss before taxation
(1,789,153)
(250,700)
Tax on loss
10
Loss for the financial year
(1,789,153)
(250,700)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GCB COCOA UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
58,989,761
50,543,492
Investments
12
2,000,000
600,000
60,989,761
51,143,492
Current assets
Stocks
14
15,520,971
7,543,868
Debtors
15
10,191,879
6,846,463
Cash at bank and in hand
1,047,556
543,497
26,760,406
14,933,828
Creditors: amounts falling due within one year
16
(36,955,658)
(12,542,760)
Net current (liabilities)/assets
(10,195,252)
2,391,068
Total assets less current liabilities
50,794,509
53,534,560
Creditors: amounts falling due after more than one year
17
(18,188,148)
(19,139,046)
Net assets
32,606,361
34,395,514
Capital and reserves
Called up share capital
20
40,000,000
40,000,000
Profit and loss reserves
(7,393,639)
(5,604,486)
Total equity
32,606,361
34,395,514
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 15 May 2026 and are signed on its behalf by:
Mr Hia Cheng
Director
Company registration number 12730539 (England and Wales)
GCB COCOA UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
20,000,000
(5,353,786)
14,646,214
Year ended 31 December 2024:
Loss and total comprehensive income
-
(250,700)
(250,700)
Issue of share capital
20
20,000,000
-
20,000,000
Balance at 31 December 2024
40,000,000
(5,604,486)
34,395,514
Year ended 31 December 2025:
Loss and total comprehensive income
-
(1,789,153)
(1,789,153)
Balance at 31 December 2025
40,000,000
(7,393,639)
32,606,361
GCB COCOA UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
13,023,564
(15,516,911)
Interest paid
(1,831,068)
(1,000,570)
Net cash inflow/(outflow) from operating activities
11,192,496
(16,517,481)
Investing activities
Purchase of tangible fixed assets
(10,926,637)
(5,386,941)
Proceeds from disposal of tangible fixed assets
247,522
Interest received
54
46
Net cash used in investing activities
(10,926,583)
(5,139,373)
Financing activities
Proceeds from new bank loans
3,461,433
22,701,789
Repayment of bank loans
(3,223,287)
(573,226)
Net cash generated from financing activities
238,146
22,128,563
Net increase in cash and cash equivalents
504,059
471,709
Cash and cash equivalents at beginning of year
543,497
71,788
Cash and cash equivalents at end of year
1,047,556
543,497
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information
GCB Cocoa UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Lower Road, Glemsford, Sudbury, Suffolk, CO10 7QR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The financial statements have been prepared on the going concern basis which the directors consider to be appropriate. The company is still in the development stage and has not yet started trading at full capacity but substantial financial support is available from the parent company and fellow group undertakings. true
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Freehold buildings
2% straight line
Plant and equipment
5%- 10% straight line
Fixtures and fittings
10% straight line
Computer equipment
20% straight line
Motor vehicles
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and are entirely made up of cash at bank and in hand.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.14
Related party transactions
FRS 102 (paragraph 33.1A) does not require disclosure of related party transactions with other companies that are wholly owned within the same group.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Depreciation
The company estimates the rates of deprecation used to write down the different classes of assets that the company owns. This is based on industry knowledge and prior experience of asset lives whilst also taking into account any additional factors. Once fully depreciated over its useful life an asset is stated at its residual value or £nil if there is no residual value.
Carrying value of tangible fixed assets
The company has made significant investment into developing its factory. The project is nearing completion, but the factory is yet to become fully operational to its intended level. Therefore, the carrying value of the company’s tangible fixed assets is subject to significant estimation and judgement as their ability to generate returns cannot yet be assessed with certainty.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Manufacturing orders
30,882,562
11,736,707
Sales finished/third party goods
5,194,801
2,616,102
36,077,363
14,352,809
2025
2024
£
£
Turnover analysed by geographical market
UK
33,323,420
12,534,945
Europe
2,110,135
1,817,864
Canada
643,808
-
36,077,363
14,352,809
2025
2024
£
£
Other revenue
Interest income
54
46
4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
18,688
13,591
Depreciation of owned tangible fixed assets
1,566,487
473,297
(Profit)/loss on disposal of tangible fixed assets
-
88,472
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Employees
86
63
Directors
3
3
Total
89
66
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 18 -
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
2,862,301
1,924,213
Social security costs
352,664
193,850
Pension costs
267,356
181,146
3,482,321
2,299,209
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
9,792
20,400
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024: 0).
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
54
46
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
54
46
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank loans
1,439,805
1,000,570
Interest payable to group undertakings
391,263
1,831,068
1,000,570
9
Other gains or losses
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain on hedged item in a fair value hedge
2,920,040
2,875,000
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
10
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Loss before taxation
(1,789,153)
(250,700)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(447,288)
(62,675)
Tax effect of expenses that are not deductible in determining taxable profit
310
8,022
Change in unrecognised deferred tax assets
389,713
4,843
Fixed asset timing differences
57,265
49,810
Taxation charge for the year
-
-
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
11
Tangible fixed assets
Freehold buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2025
29,924,200
2,378,530
18,780,678
1,063
173,710
63,679
51,321,860
Additions
96,146
10,441,840
335,839
23,062
29,750
10,926,637
Disposals
(912,713)
(1,168)
(913,881)
Transfers
4,590
(79,865)
75,275
At 31 December 2025
30,024,936
11,827,792
19,190,624
24,125
203,460
63,679
61,334,616
Depreciation and impairment
At 1 January 2025
484,556
243,452
443
37,716
12,201
778,368
Depreciation charged in the year
525,155
989,108
2,121
37,367
12,736
1,566,487
At 31 December 2025
1,009,711
1,232,560
2,564
75,083
24,937
2,344,855
Carrying amount
At 31 December 2025
29,015,225
11,827,792
17,958,064
21,561
128,377
38,742
58,989,761
At 31 December 2024
29,439,644
2,378,530
18,537,226
620
135,994
51,478
50,543,492
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
12
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
13
2,000,000
600,000
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
600,000
Additions
1,400,000
At 31 December 2025
2,000,000
Carrying amount
At 31 December 2025
2,000,000
At 31 December 2024
600,000
13
Subsidiaries
Details of the company's subsidiary at 31 December 2025 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
GCB UK Property Limited
1
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Lower Road, Glemsford, Sudbury, Suffolk, CO10 7QR
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
GCB UK Property Limited
1,901,812
59,811
14
Stocks
2025
2024
£
£
Finished goods, raw materials and work in progress
15,520,971
7,543,868
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
8,845,373
3,213,954
Amounts owed by group undertakings
280,234
3,234,198
Other debtors
903,069
257,594
Prepayments and accrued income
163,203
140,717
10,191,879
6,846,463
16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
18
4,178,561
2,989,517
Trade creditors
512,206
271,843
Amounts due to holding company (Trade)
12,882,223
6,463,118
Amounts due to holding company (Non-trade)
16,971,194
948,665
Amounts due to related company (Trade)
106,587
675,757
Amounts due to related company (Non-trade)
18,685
-
Taxation and social security
149,089
113,296
Other creditors
1,368,068
626,099
Accruals and deferred income
769,045
454,465
36,955,658
12,542,760
17
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans
18
18,188,148
19,139,046
18
Loans and overdrafts
2025
2024
£
£
Bank loans
22,366,709
22,128,563
Payable within one year
4,178,561
2,989,517
Payable after one year
18,188,148
19,139,046
The long-term loans are secured by fixed and floating charges over the company’s assets, including plant and equipment. Charges in favour of the company's lenders are registered at Companies House. The borrowings are also supported by a guarantee provided by the parent company, Guan Chong Berhad, Malaysia.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
267,356
181,146
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
40,000,000
40,000,000
40,000,000
40,000,000
21
Capital commitments
Amounts contracted for but not provided in the financial statements:
2025
2024
£
£
Acquisition of tangible fixed assets
1,632,074
1,416,668
At the year end the company had the above capital commitments in relation to development of the factory and site at Glemsford.
22
Related party transactions
Remuneration of key management personnel
For the purposes of Section 33 of FRS 102, the directors are considered to be the entity’s key management personnel. The company has no employees who hold senior management responsibility outside of the board, and therefore no separate disclosure for key management personnel is required.
Other information
FRS 102 (paragraph 33.1A) does not require disclosure of related party transactions with other companies that are wholly owned within the same group.
There were no other related party transactions during the period.
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
23
Ultimate controlling party
The company's immediate parent company is GCB Cocoa Singapore Pte Ltd, a company incorporated in Singapore, whose registered office is 2 Venture Drive, 11-12 Vision Exchange, Singapore 608526.
Guan Chong Berhad is the intermediate holding company of GCB Cocoa UK Limited, a company incorporated in Malaysia, whose registered office is No. 7 (1st Floor) Jalan Pesta 1/1, Taman Tun Dr. Ismail 1, Jalan Bakri, 84000 Muar Johor, Malaysia.
The ultimate controlling party is Guan Chong Resources Sdn Bhd, a company incorporated in Malaysia, whose registered office is No. 7 (1st Floor) Jalan Pesta 1/1, Taman Tun Dr. Ismail 1, Jalan Bakri, 84000 Muar Johor, Malaysia.
24
Global minimum tax
The company is part of a Large Multinational Corporation (MNC), which is subject to Global Minimum Tax (GMT). At the year end, the company had accumulated tax losses of £4,313,910 (2024: £4,507,646) and unutilised capital allowances of £25,657,510 (2024: £19,378,336) giving rise to a deferred tax asset of £7,492,855 (2024: £5,971,496) (calculated at current tax rate). This deferred tax asset has not been recognised in these financial statements as at the time of approval there is not sufficient certainty of future taxable profits for the deferred tax asset to be utilised against.
25
Cash generated from/(absorbed by) operations
2025
2024
£
£
Loss after taxation
(1,789,153)
(250,700)
Adjustments for:
Finance costs
1,831,068
1,000,570
Investment income
(54)
(46)
(Gain)/loss on disposal of tangible fixed assets
-
88,472
Depreciation and impairment of tangible fixed assets
1,566,487
473,297
Other gains and losses
(2,920,040)
(2,875,000)
Movements in working capital:
Increase in stocks
(7,977,103)
(4,835,925)
Increase in debtors
(911,495)
(2,139,611)
Increase/(decrease) in creditors
23,223,854
(6,977,968)
Cash generated from/(absorbed by) operations
13,023,564
(15,516,911)
GCB COCOA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
26
Analysis of changes in net debt
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
543,497
504,059
1,047,556
Borrowings excluding overdrafts
(22,128,563)
(238,146)
(22,366,709)
(21,585,066)
265,913
(21,319,153)
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