Registration number: 06753147 (England & Wales)

Whittard Trading Limited

Contents

Company Information	1
Strategic Report	2 to 4
Director's Report	5 to 7
Statement of Director's Responsibilities	8
Independent Auditor's Report	9 to 11
Profit and Loss Account	12
Balance Sheet	13
Statement of Changes in Equity	14
Notes to the Financial Statements	15 to 27

Whittard Trading Limited

Company Information

Director

N Smith

Company secretary

N Smith

Registered office

First Floor West 25 Western Avenue Milton Park Abingdon Oxfordshire OX14 4SH

Solicitors

Squire Patton Boggs (UK) LLP 7 Devonshire Square Cutlers Garden London EC2M 4YH

Bankers

Lloyds Banking Group plc Bristol 1 Harbourside 10 Canons Way Bristol BS1 5LF

Barclays Bank PLC  1 Churchill Place  London10 Canons Way  E14 5HP

OakNorth Bank plc 57 Broadwick Street London W1F 9QS

Auditors

Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

Whittard Trading Limited

Strategic Report for the Period from 29 December 2024 to 27 December 2025

The director presents his strategic report for the period from 29 December 2024 to 27 December 2025.

Principal activity

The principal activity of the company is to source and sell the highest quality tea, coffee and hot chocolate from around the world together with everything that enriches the experience of consuming them. We aim to leverage 140 years of British heritage to build a brand through developing enduring relationships with our customers. Our products are affordable luxuries that are perfect as self-treats or as gifts.

Routes to market include directly operated UK stores, global ecommerce, international franchise stores and worldwide wholesale.
 

Fair review of the business and future developments

The results for the period and financial position of the company are as shown in the annexed financial statements.

Financial highlights:

-	Revenue of £57m, up 15% year on year – driven by domestic like-for-like growth of +13%.
-	Gross margin continues to improve year on year, despite continued cost pressures through the supply chain, such as tariffs, and commodity costs.
-	Net profit of £3.2m, up 97% YoY.

Another strong year of growth for the business, with net sales of £57m representing growth of 14% year on year - the fifth consecutive year of growth for the brand., demonstrating the growing appeal of our products.

In the UK, like-for-like sales growth of 13% significantly outpaced the sector, driven by a year-on-year double digit increase in traffic. The store portfolio remained healthy with all open stores contributing positively. The portfolio was further bolstered by the openings of Trafford, Bluewater, Kingston, and Shaftesbury Avenue.

Our customer growth story continued with the active database growing 13% year on year, whilst our loyalty community grew to over 900k members in just under fifteen months from launch. This was driven by a reduction in customer churn, more targeted win-back campaigns, and improved acquisition.

Globally, the business continued to invest in its international infrastructure with the opening of an Asia hub in September 2025, alongside our first seasonal pop-up locations in Hong Kong and New York. From a Wholesale perspective there was a continued focus on building presence across Asia, the US, and EMEA. A key milestone in the year was the opening of Avolta duty free across all Heathrow terminals, along with a new listing, in selected airports, via Chian Duty Free.

New product development remained a strong driver of growth. New Tea flavours, Innovative hot chocolates, confectionery, and new ceramic ranges all amongst the highlights.

Global uncertainty and cost headwinds remain a key challenge as we move into FY26. Staffing, energy, commodity, and freight costs are consistently on the rise.

However, the business enters FY26 with strong momentum and remains focused on a clear set of strategic priorities.

Key initiatives for the year ahead include: the 140th anniversary celebrations anchored around the Chelsea Flower Show in May; the continued rollout of travel retail partnerships; and further investment in brand, content and product innovation.
 

Whittard Trading Limited

Strategic Report for the Period from 29 December 2024 to 27 December 2025

Section 172(1) statement

The director of the company must act in accordance with the duties detailed in section 172 of the Companies Act 2006 which is summarised as follows:

A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

(a) The likely consequences of any decision in the long-term
The director has acted in a way which he considers, in good faith, would be most likely to promote the success of the company. The company is headed by an effective board who bring a wide range of commercial and financial experience which is responsible for the long-term success of the company. The business plan was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering new and better-quality products for our customers in 2023 and beyond. We will continue to operate our business within tight budgetary controls but seeking to increase the company's rate of growth and market share.

(b) The interests of the company's employees
We value our employees and continue to seek to recruit, retain and develop our talent. Our employees actively pursue opportunities for personal development and career progression with the support from management; a culture of inclusion and diversity; compensation and benefits and the ability to make a difference. We undertake various surveys and operate forums to foster participation in company events, invite opinions, questions and ideas to ensure our policies remain fit for purpose.

(c) The need to foster the company's business relationships with suppliers, customers and others
We aim to act responsibly and fairly in how we engage with our suppliers, customers and our investors all of whom are integral to the success of our business. We work with our suppliers closely in order to facilitate positive business relationships. We provide detailed management information to our Board and investors on a monthly basis.

(d) The impact of the company's operations on the community and environment
Our plan takes into account the impact of the company’s operations on the community and environment and our wider societal responsibilities. The business continues to make positive changes towards the company’s impact on the community and the environment, such as the increase in recyclable/biodegradable packaging in our products and our membership of the Ethical Tea Partnership.

(e) The desirability of the company maintaining a reputation for high standards of business conduct
As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The board has a low risk appetite for reputational risk and therefore the reputational risk of decisions is always considered before being included in the company’s plans.

(f) The need to act fairly between members of the company
As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they may benefit from the successful delivery of our plan. Our ultimate shareholder, EPE Special Opportunities Limited, is in regular contact with the directors. Performance updates are provided through established mechanisms.

Other major stakeholder groups include the company’s insurers, bankers, advisors, auditors, regulators and HMRC. With all these stakeholder groups, the directors maintain regular and open dialogue to ensure that all parties are kept informed. The directors believe this is essential to building strong working relationships.

Whittard Trading Limited

Strategic Report for the Period from 29 December 2024 to 27 December 2025

Principal risks and uncertainties

The execution of the company’s strategy is subject to a number of risks. The process of identifying and managing risk is overseen by the director and management.

The key business risks and uncertainties affecting the company, and how these risks are mitigated are summarised as:

Economy
The group's trading performance is influenced by the wider UK economic environment, including consumer confidence, inflation, and interest rates, which affect discretionary spending by customers. The group monitors economic conditions and trading trends closely and retains flexibility on pricing, and product offering to respond to changes in consumer demand.

Minimum wage
The group is exposed to the risk of rising staff costs because of increases to the National Living Wage and National Minimum Wage, which represent a significant proportion of the group's cost base as a retailer. The group manages this risk through ongoing review of its staffing structure, productivity, and pricing strategy to mitigate the impact of mandated wage increases on profitability.

Supply chain
The group is dependent on third-party suppliers for the timely supply of stock and is exposed to risks including supplier failure, disruption to logistics, and cost increases driven by factors such as raw material prices, exchange rates, and freight costs. The group manages this risk by maintaining close relationships with a diverse range of suppliers, whilst monitoring supply chain performance to minimise the risk of disruption to trading.

Approved by the director on 13 July 2026

N Smith
Company secretary and director

Whittard Trading Limited

Director's Report for the Period from 29 December 2024 to 27 December 2025

The director presents his report and the financial statements for the period from 29 December 2024 to 27 December 2025.

Director of the company

The director who held office during the period was as follows:

N Smith - Company secretary and director

T Baker (resigned 13 March 2026)

S Flanagan (resigned 4 May 2026)

Future developments

The director forecasts growth in 2026 having implemented new strategic initiatives to drive growth, with the aim of continuing to improve their brand proposition to its current customers whilst also attracting new customers.

Information included in the Strategic Report

Information on the engagement with employees and engagement with suppliers, customers and others in included in the Strategic Report in the Section 172(1) Statement. The company’s business environment and risks, together with details of monitoring undertaken by the director, are dealt with elsewhere in the Strategic Report.

Financial instruments

Objectives and policies
The company's financial instruments, other than derivatives, comprise cash and liquid resources, and various other items such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company.

The main risks arising from the company's financial instruments are set out below:

Price risk, credit risk, liquidity risk and cash flow risk
Price and credit risk
The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments.

Liquidity risk
The company is funded by short term shareholder and connected party loans, which in the period to date have been re-financed as and when they fall due for repayment. The company aims to mitigate liquidity risk by managing cash generation by its operations and monitoring the company's trading results to ensure that it can meet future obligations as they fall due.

Cash Flow
The nature of the company’s business, being that of a retailer, is such that the timing of cash flows is heavily weighted towards certain months of the year. The working capital demand is managed through the use of facilities provided to the company.

Whittard Trading Limited

Director's Report for the Period from 29 December 2024 to 27 December 2025

Energy and emissions report
The table below summarises the company's carbon emissions as required by the environmental reporting guidelines.
		2025	2024
Energy consumption used to calculate emissions
Electricity	kWh	719,743	674,531
Fuel	kWh	38,481	51,781
Total energy consumption	kWh	758,224	726,312
Electricity	tonnes CO2e	153	143
Fuel	tonnes CO2e	4	6
Total greenhouse gas emissions	tonnes CO2e	149	149
Greenhouse gas emissions per million of revenue	tonnes CO2e	2.76	2.98

Under the Streamlined Energy and Carbon Reporting regulations the company must report annually on greenhouse gas emissions from Scope 1 and Scope 2 Electricity, Gas and Transport.

The data is provided as tonnes of carbon dioxide equivalent (tCO2e) and has been compiled in line with the March 2019 BEIS “Environmental Reporting Guidelines”. All measured emissions from company activities are included. The carbon figures have been calculated using the BEIS carbon conversion factors for all fuels. We do not consider refrigerant losses on our air conditioning units to be material and as such these are not reported in our emissions data.

We have reported on the emissions sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 apart from the exclusions noted. The reported sources fall within our Financial Statements and are for emissions over which we have financial control. We do not have responsibility for any emissions sources that are not included in our financial statements.

The company considers the environmental impact of its operations and has taken the following actions in the current period;
 

-	continued with our goal to remove single use plastics in our product packaging; and
-	maintained our membership of the Ethical Tea Partnership to ensure our tea gardens work to strict sustainable, ethical and socially responsible standards.

Whittard Trading Limited

Director's Report for the Period from 29 December 2024 to 27 December 2025

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for a period of at least 12 months from the date of approval of these financial statements.

Management has undertaken an assessment of the company’s ability to continue as a going concern over this period. As at 27 December 2025, the company had net liabilities of £5,135,388 and net current assets of £3,881,823. In performing this assessment, management has considered the company’s current financial position, including its net liability position, together with forecast cash flows, banking and other financing facilities available to the wider group, and expected future trading performance. The company reported a profit before tax of £2,918,625 for the year, and forecasts indicate continued profitability in future periods.

In assessing the appropriateness of the going concern basis, management has prepared forecasts covering the period through to December 2027, including projected profit, cash flows and covenant compliance. These forecasts reflect management's expected trading performance, anticipated market conditions, and planned strategic initiatives, including continued investment in product development, retail optimisation and international expansion.

The forecasts indicate that the company is expected to generate sufficient cash flows to meet its liabilities as they fall due throughout the going concern assessment period. While forecast compliance with the financial covenants attached to the wider group's borrowing facilities is maintained, headroom against certain covenants is limited in specific periods and remains sensitive to changes in trading performance. Management has engaged proactively with its lenders regarding the company's trading performance and financing arrangements. In addition, management has considered a range of downside scenarios, including reductions in forecast revenues and profitability.

In the event that trading performance is below forecast, management has identified a number of mitigating actions that are within its control, including the deferral of discretionary capital expenditure, reductions in discretionary operating expenditure and other cost-saving measures. In addition, the wider group's financing arrangements include an equity cure mechanism. Management has considered the history of financial support provided by the company's majority shareholder and, based on this track record and its continued investment in the company, believes that support would be available, if required.

Having considered the forecasts, available mitigating actions and financing arrangements, the directors have not identified any material uncertainties that would cast significant doubt on the company's ability to continue as a going concern. Accordingly, the financial statements have been prepared on a going concern basis.

Employment of disabled persons

The company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Disclosure of information to the auditors

The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the director on 13 July 2026 and signed by:

N Smith
Company secretary and director

Whittard Trading Limited

Statement of Director's Responsibilities

The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

•	select suitable accounting policies and apply them consistently;

•	make judgements and accounting estimates that are reasonable and prudent;

•	state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Whittard Trading Limited

Independent Auditor's Report to the Members of Whittard Trading Limited

Opinion

We have audited the financial statements of Whittard Trading Limited (the 'company') for the period from 29 December 2024 to 27 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•	give a true and fair view of the state of the company's affairs as at 27 December 2025 and of its profit for the period then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the Strategic Report and Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Director's Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Whittard Trading Limited

Independent Auditor's Report to the Members of Whittard Trading Limited

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of director's remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities set out on page 8, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has 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.

Extent to which the audit was 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, 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:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

•	reading minutes of meetings of those charged with governance.

Whittard Trading Limited

Independent Auditor's Report to the Members of Whittard Trading Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of this report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

13 July 2026

Whittard Trading Limited

Profit and Loss Account for the Period from 29 December 2024 to 27 December 2025

	Note	29 December 2024 to 27 December 2025	31 December 2023 to 28 December 2024
Turnover	3	56,831,611	49,756,013
Cost of sales		(19,652,920)	(17,896,197)
Gross profit		37,178,691	31,859,816
Administrative expenses		(33,389,372)	(29,534,977)
Other operating income		-	93,978
Operating profit	4	3,789,319	2,418,817
Interest waiver	5	382,466	500,000
Other interest receivable and similar income	6	10,875	40
Interest payable and similar expenses	7	(1,264,035)	(1,313,884)
Profit before tax		2,918,625	1,604,973
Tax on profit	10	245,776	-
Profit for the financial period		3,164,401	1,604,973

The above results were derived from continuing operations.

The company has no other comprehensive income for the period.

Whittard Trading Limited

(Registration number: 06753147)
Balance Sheet as at 27 December 2025

	Note	27 December 2025  £	28 December 2024  £
Fixed assets
Intangible assets	11	263,700	149,437
Tangible assets	12	2,299,747	1,865,120
		2,563,447	2,014,557
Current assets
Stocks	13	4,287,896	3,578,198
Debtors	14	8,182,300	5,669,268
Cash at bank and in hand		4,136,188	4,048,674
		16,606,384	13,296,140
Creditors: Amounts falling due within one year	15	(12,724,561)	(10,446,752)
Net current assets		3,881,823	2,849,388
Total assets less current liabilities		6,445,270	4,863,945
Creditors: Amounts falling due after more than one year	15	(11,447,777)	(13,000,000)
Provisions for liabilities	18	(135,881)	(166,734)
Net liabilities		(5,138,388)	(8,302,789)
Capital and reserves
Called up share capital	20, 21	1	1
Profit and loss account	21	(5,138,389)	(8,302,790)
Total equity		(5,138,388)	(8,302,789)

Approved and authorised by the director on 13 July 2026
 

N Smith
Company secretary and director

Whittard Trading Limited

Statement of Changes in Equity for the Period from 29 December 2024 to 27 December 2025

	Share capital £	Profit and loss account £	Total £
At 29 December 2024	1	(8,302,790)	(8,302,789)
Profit for the period	-	3,164,401	3,164,401
At 27 December 2025	1	(5,138,389)	(5,138,388)