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Registered number: 11810679
TERRY'S CHOCOLATE CO. LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TERRY'S CHOCOLATE CO. LIMITED
COMPANY INFORMATION
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X Houssin (resigned 6 November 2025)
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G P M Simon (appointed 3 November 2025)
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C Neumann (appointed 3 November 2025)
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Chartered Accountants & Statutory Auditor
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TERRY'S CHOCOLATE CO. LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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TERRY'S CHOCOLATE CO. LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
Terry’s Chocolate Co. Limited was created in February 2019 to sell and distribute Terry’s products in the UK.
There are 11 permanent employees in the UK Company, six in the sales team and three in marketing. Support functions (Finance/HR/Logistics) are operated from the Head office in France.
The key UK Grocery and Discount retail customer base is managed directly by the Terry’s Chocolate Co. commercial team. In addition, SHS also manages the back office (order to cash), logistics and warehouse activities for all Terrys’ products.
The Brand Terry’s comes in a number of formats including the iconic Chocolate Orange balls, the Minis Bitesize bags, Multipacks, Tablets, Singles and “Segsations” with individually wrapped chocolates.
For a couple of years, Terry’s brand has also expanded its products range by offering products for the Easter season (eggs), with steady growth over the years.
Terry's Chocolate Co. continued to invest in the brand throughout 2025, with a focus on two key seasonal occasions: Christmas and Easter. Christmas remained the brand's largest sales period, while Easter continued to be the most important growth occasion outside of the festive season.
Easter was supported on social media and performed strongly with the launch of three NPDs: A Chocolate Orange Cream Filled Egg (34g), Medium Chocolate Orange Exploding Candy Shell Egg (91g) and XL Mint Shell Egg helping to drive awareness and encourage purchase of Terry’s during the seasonal period.
Christmas was supported by a significant Out of Home (OOH) media investment, including both print and digital formats, and saw the successful launch of the Caramel Chocolate Ball (145g) and Mint truffles (200g).
Throughout the year, the brand maintained an always-on social media presence and delivered ongoing press outreach to support its key seasonal moments, helping to strengthen brand visibility and consumer engagement.
From a commercial standpoint, Terry’s key accounts team had to negotiate tariff increases with retailers due to an unprecedented cocoa inflation. Customers being free to set their prices, Terry’s products and particularly the TCO ball increased in standard and promotional price.
Turnover for FY2025 was £84.60m, representing strong growth vs last year at +18% (£71.80m), as a result of higher volumes and higher prices.
Terry’s mint ball launched during summer 2023 was a proven success, and is now a well-established flavour within the Terry’s portfolio.
The advertising and marketing investments have been more selective, standing at £1.2m.
Terry’s UK has been able to receive some gains while investing its available cash with no risk funds. The profit before tax amounted to £10.4m.
As of December 2025, the stocks held in the UK were valued at £10.6m, increasing vs last year, due to cost increase. This inventory will cover sales at the start of 2026 plus stock holding for the forthcoming Easter campaign.
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TERRY'S CHOCOLATE CO. LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The receivables increased by £1.495m as result of; i) sales increase (+18%) and ii) a slightly different seasonality of activity for Easter shipments. The days of outstanding sales is 120 Days. There is a well-established process to monitor carefully with SHS all receivables overdue, all delays in payments as well as all solvency problems.
Principal risks and uncertainties
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The Company’s sales are seasonal with the Easter and Christmas periods being the times of the year when the Company experiences significant sales. The key risks between these periods are to ensure that cash flow is monitored closely especially given that stock levels need to be built up over three to four months to satisfy the demand from retailers before these periods.
Since the creation of the Company, Terry’s management has worked extensively to de-seasonalise the Company business, being now far less a Christmas seasonal product company, but a brand bought all throughout the year with tablets, minis, segsations, and a second season with Easter.
For the last three years, cocoa bean price has increased dramatically, with high volatility conditions. The teams of Terrys UK Ltd have been able to handle the situation properly to manage price increase.
Financial key performance indicators
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The Company's main performance indicator is sales growth which will be monitored closely as the Company grows and expands its product range.
The Company also reviews its gross margin and net margin percentages and is in the process of improving these going forward after an investment in its production facility.
Other key performance indicators
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To monitor its business the Company also uses the DSO for the accounts receivable, the level of inventories in days of sales and the weight of innovation in growth. Many other sales and marketing metrics are also used and monitored by Chocolate Co. Limited's team, including market share, penetration, the level of distribution and logistics (on time in full, service level).
Directors' statement of compliance with duty to promote the success of the Company
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As the Board at Terry’s Chocolate Co. Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the Company’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the Company and its stakeholders.
As a relatively new company, created in 2019, Terry’s Chocolate Co. is a lean and agile company, relying on a small but highly skilled and motivated people. This team has been able to deliver very strong growth over the past years despite the most challenging of conditions (Covid 19 pandemic, Brexit negotiations with EU, cocoa hyperinflation).
The Company has ensured continued team engagement through:
∙Setting remuneration at market rates, and recognising performance with additional bonuses.
∙Organizing regular (online) team meetings to ensure cohesion despite the remote working.
∙Ensuring that staff from each department are present and involved in all management meetings and are informed for significant decisions.
∙Stayed connected with colleagues in both SHS back office and C&Co International Teams.
∙Providing training and career development support;
∙Taking the opportunity to say thanks and to celebrate success.
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TERRY'S CHOCOLATE CO. LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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TERRY'S CHOCOLATE CO. LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
The principal activity of the Company is that of the sale of confectionery products.
The profit for the year, after taxation, amounted to £7,681,878 (2024 - £1,951,535).
A dividend of £1,500,000 was proposed and paid during the year (2024: £1,300,000).
The directors who served during the year were:
X Houssin (resigned 6 November 2025)
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G P M Simon (appointed 3 November 2025)
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C Neumann (appointed 3 November 2025)
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TERRY'S CHOCOLATE CO. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In the context of high cocoa volatility, Terrys will continue to focus on protecting its unit margin and enhancing profitable growth.
The Terrys team will continue to build on the brand's strengths and will reinforce its media investment, with a focus on three key seasonal occasions: Easter, Father's Day and Christmas.
Other innovations are also under development and ready to be launched in 2026, widening and strengthening the position of the brand in the UK market.
Engagement with employees
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A relatively new company (created mid 2019) , Terry’s Chocolate Co. is a lean and agile company, relying on a small but highly skilled and motivated workforce.
The Company has ensured continued team engagement through:
∙Setting remuneration at market rates and recognising performance with additional bonuses.
∙Ensuring that staff from each department are present and involved in all management meetings and are informed for significant decisions
∙Stayed connected with colleagues in both SHS back office and C&Co International Teams.
∙Providing training and career development support;
∙Taking the opportunity to say thanks and to celebrate success.
Engagement with suppliers, customers and others
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We invest heavily in the Terry’s brand so that we can continue to offer consumers and customers the best quality products at the right price and have the most suitable offer to our customers (retail).
Our business model prioritises quality at all times.
We have built and will maintain a reputation for transparency and fair dealing in our interaction with our consumers, customers and suppliers.
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TERRY'S CHOCOLATE CO. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Energy and Carbon reporting
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The Company is committed to build on existing and established effort to reduce energy consumption and emissions and aims to reduce the total emissions footprint across the global operations and value chain in line with climate science.
The Terrys UK company belongs to a larger Group (CPK). CPK. After having performed its carbon footprint measurement and assessment in 2022, the Group prepared and submitted its case to SBTI (NGO https://sciencebasedtargets .org/) in December 2023, confirming our commitment (see below, Carambar & Co on the SBTI site). In 2025, a new measurement has been performed, showing a 7% reduction.
In 2025, CPK has pursued an initiative by implementing energy reduction consumption equipment in Strasbourg (capex). CPK is now Bronze Medal ranked by Ecovadis (72 points / 100) .
In 2026, the first CSR CPK report has been published for the 2024/2025 activity, carbon foot print reduction is one of the 4 pillars of the CSR CPK Strategy (the 4 pillars being i) Responsible consumption , ii) Responsible sourcing, iii) Reduce impact on the planet and carbon footprint reduction and iv) Employees and community).
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action, because its consumption in the United Kingdom for the year is 40 000 kWh or lower.
Matters covered in the Strategic Report
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The Directors have chosen, in accordance with s414C of the Companies Act, to disclose the information relating to principal risks and uncertainties, review of the business, key performance indicators and future developments in the Strategic Report.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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No such events or conditions have arisen post year-end which require disclosure in these financial statements for the year ended 31 December 2025.
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TERRY'S CHOCOLATE CO. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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TERRY'S CHOCOLATE CO. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. LIMITED
We have audited the financial statements of Terry's Chocolate Co. Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 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.
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
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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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TERRY'S CHOCOLATE CO. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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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
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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TERRY'S CHOCOLATE CO. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiring of management and those charged with governance around actual and potential litigation and claims;
∙Enquiring of management and those charged with governance to identify any instances of non compliance with laws and regulations;
∙Reviewing board meeting minutes for all meetings taking place throughout the year up until the date of signature of these financial statements;;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations
∙Reviewing the general ledger in detail for all transaction with related parties;
∙Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
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TERRY'S CHOCOLATE CO. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRY'S CHOCOLATE CO. LIMITED (CONTINUED)
that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Catalina Feier FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
31 July 2026
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TERRY'S CHOCOLATE CO. LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There was no other comprehensive income for 2025 (2024: £NIL).
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The notes on pages 15 to 24 form part of these financial statements.
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TERRY'S CHOCOLATE CO. LIMITED
REGISTERED NUMBER: 11810679
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 24 form part of these financial statements.
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TERRY'S CHOCOLATE CO. LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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The notes on pages 15 to 24 form part of these financial statements.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The principal activity of Terry's Chocolate Co. Limited ("the Company") is that of the sale of confectionery products.
The Company is a private company limited by shares and is incorporated in England and Wales.
The address of its registered office is 35 Ballards Lane, London, N3 1XW.
The address of its principal place of business is Great Bear Distribution Minworth, Sutton Coldfield, B76 1AF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of CPK S.A.S as at 31 December 2025 and these financial statements may be obtained from the address noted on the information page.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors adopt the going concern basis of accounting in preparing the financial statements, which the directors believe is appropriate based on the facts set out below.
The directors of the Company have reviewed forecasts and budgets and are monitoring the portfolio of loans regularly as well as working closely with the portfolio companies to manage their cashflows and are therefore confident of the Company's ability to continue trading as a going concern.
The directors, having considered the above and made due enquiries, continue to adopt the going concern basis in preparing the financial statements which assumes that the Company will continue in operation for the foreseeable future.
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Foreign currency translation
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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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Sale of goods
Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Cash and cash equivalents
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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.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The key assumptions about the future, and other key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below:
Valuation of trade incentive liabilities
Management recognise provisions for trade incentive promotions, as derived from contractual agreements with key customers. Significant judgement is required in determining the yearly provision for trade incentives. Management recognise liabilities based on the latest available information provided by its sales distributor. Adjustments in trade incentives that differ from the amounts previously recorded are recognised in the Statement of Comprehensive Income in the period in which they have been identified.
Valuation of trade debtors
Management recognise trade debtors net of provisions for any irrecoverable amounts. The recoverable amounts are considered to be those debts recovered post year-end and provisions are recognised for all debts outstanding at the date of the financial statements, that are past their due date.
Valuation of stock
A stock provision is booked for cases where the relisable value from the sale of the goods is estimated to be lower than the stock carrying figure. Management have estimated the stock provisioning for different products and expected losses associated with slow moving items.
The whole of the turnover is attributable to the principal activity of the Company.
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All turnover arose within the United Kingdom.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating profit is stated after charging:
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Defined contribution pension cost
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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Fees payable to the Company's auditors and their associates in respect of:
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Taxation compliance services
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Staff costs were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The directors did not receive any remuneration from the Company during the year. The directors were remunerated by the Company's parent undertaking for services provided to the Group.
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Other interest receivable
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Interest payable and similar expenses
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Other interest receivable
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Current tax on profits for the year
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - the same as) the average rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Dividends on ordinary shares
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Finished goods and goods for resale
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The amount of stock that was written off during the year was £26,027 (2024: £17,431).
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, repayble on demand and bear interest at SONIA - 0.25% for FY2025.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, unsecured and repayble on demand.
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Allotted, called up and fully paid
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50,000 (2024 - 50,000) Ordinary shares of £1.00 each
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The ordinary shares are irredeemable and have full rights in the Company with regard to voting, dividend and capital distribution.
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TERRY'S CHOCOLATE CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
Included in the profit and loss account are all previous profits and losses less dividends.
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 £35,165 (2024: £28,921).
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Related party transactions
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The Company has taken exemption from disclosing related party transactions with wholly owned group companies.
The directors are deemed key management who are all remunerated by the parent company.
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The parent undertaking is CPK SAS, which is incorporated in France. Copies of the group financial statements are available from its trading address noted on the company information page.
The Company's immediate parent undertaking is CPK SAS, incorporated in France, the parent of the smallest group for which group financial statements are drawn up including the Company. Copies are available from Immeuble Central Park, 9 Rue Maurice Mallet, 92130 Issy-le-Moulineaux, France.
During the year, CPK SAS was acquired by Ferrara SAS (incorporated in France). Ferrara SAS is the parent of the largest such group and, in the directors' opinion, the Company's ultimate parent undertaking and controlling party at 31 December 2025.
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