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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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GODIVA GLOBAL LIMITED
COMPANY INFORMATION
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GODIVA GLOBAL LIMITED
CONTENTS
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GODIVA GLOBAL 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.
The loss for the year, after taxation, amounted to £272,424 (2024 - profit £188,186).
There were no dividends proposed for 2025 (2024: £nil).
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the year were:
Directors' indemnities As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.
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GODIVA GLOBAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company also purchased and maintained throughout the financial year directors' and officers' liability insurance in respect of itself and its directors.
There have been no significant events affecting the Company since the year end.
Going Concern
The directors have prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the parent company for a period of at least 12 months from the date of signing these financial statements. The directors have also assessed the financial ability of the parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements. On the basis of the above, the directors consider that it is appropriate to prepare the financial statements on a going concern basis.
Strategic report
The company is exempt by virtue of its size from the requirements to include a Strategic Report.
The auditors, Wisteria Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
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GODIVA GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA GLOBAL LIMITED
We have audited the financial statements of Godiva Global 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 and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 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.
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GODIVA GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA GLOBAL LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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GODIVA GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA GLOBAL LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company, and sector in which they operate. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as: Financial Reporting Standard 102 Section 1A applicable in the UK and Republic of Ireland ('United Kingdom Generally Accepted Accounting Practice), Companies Act 2006 and taxations laws.
∙We understood how the Company are complying with those legal and regulatory frameworks through discussions with management and those charged with governance.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
οidentifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
οunderstanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
οchallenging assumptions and judgements made by management in its significant accounting estimates;
οidentifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and
οassessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.
Our procedures to obtain sufficient appropriate audit evidence in response to the assessment risks of material misstatement due to fraud included:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;
∙Performing a detailed review of the Company’s year-end adjusting entries;
∙Enquiries being made of management with regard to actual and potential litigation and claims;
∙Obtaining and reviewing minutes of Board meetings, evidence of legal fees incurred, and any correspondence with HMRC, for indicators of possible fraud and non-compliance;
∙Testing the appropriateness of the accounting policies relating to revenue recognition and performing specific procedures over the occurrence and cut-off of revenue around the year end;
∙Carrying out substantive testing of journal entries to assess whether they are appropriate, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;
∙Performing a detailed review of key accounting estimates, including a retrospective review of outcomes against estimates included in the prior year’s financial statements and assessing whether the judgements made in arriving at the accounting estimates are indicative of potential bias; and
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GODIVA GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIVA GLOBAL LIMITED (CONTINUED)
∙We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors & Chartered Accountants
The Grange Barn
Pikes End
London
HA5 2EX
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GODIVA GLOBAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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GODIVA GLOBAL LIMITED
REGISTERED NUMBER: 10301875
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 21 form part of these financial statements.
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GODIVA GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
Godiva Global Limited (“the Company”) is a private company limited by share capital incorporated in the United Kingdom under the Companies Act 2006 and is registered in England. The address of the Company's registered office is shown on the Company Information page.
Kökler Yatrim Holding A.S. and Godiva Belgium BV are the Company’s ultimate parent and immediate parent companies respectively. The chocolate and sugar confectionery business held by Kökler Yatrim Holding A.S. mainly through Godiva Belgium BV and its subsidiaries are collectively known as the Godiva Group (“the Group”). In addition to selling luxury chocolates at the UK airports, the Company was also the global headquarters of the Godiva Group carrying out global functions which included marketing and innovation. During the year, the Company ceased to be the global headquarters with most of the functions transferred to Godiva Chocolatier Inc. Only a few global functions remain with the Company. The central costs incurred for the remaining functions are incurred and recharged back to other members of the Godiva Group. The functional currency of Godiva Global Limited is considered to be the pound sterling because that is the currency of the primary economic environment in which the Company operates. The financial statements are also presented in the pound sterling. Foreign operations are included in accordance with the policies set out below. Godiva Global Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements of Yildiz Uluslararasi Gida Yatirimlari A.S. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a cash flow statement and remuneration of key management personnel.
The following principal accounting policies have been applied:
These financial statements are prepared on the going concern basis, under the historical cost convention, and in accordance with the Companies Act 2006 and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. The disclosure requirements of Section 1A FRS102 have been applied other than where additional disclosure is required to show a true and fair view. The principal accounting policies, which have been applied consistently throughout the year, are set out below.
The Company has also taken advantage of the exemption available under FRS 102 for qualifying entities not to disclose related party transactions between entities where 100% of those voting rights are controlled within the group.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The directors have prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the parent company for a period of at least 12 months from the date of signing these financial statements. The directors have also assessed the financial ability of the parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements.
On the basis of the above, the directors consider that it is appropriate to prepare the financial statements on a going concern basis.
Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the balance sheet date exchange rates. Transactions in foreign currencies are translated at the rate of exchange according to the group monthly fixed rate determined at the beginning of each month. Exchange differences arising on translation are included as part of profit and loss account.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate according to the group monthly fixed rate determined at the beginning of each month. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the closing date for each month.
Other operating income comprises amounts recharged to group undertakings in respect of expenditure incurred by the company on their behalf. Recharges are made at cost including mark-up.
Other operating income is recognised in the profit and loss in the month in which the related expenditure is incurred, provided that recovery from the group undertaking is probable and the amount can be measured reliably. Amounts receivable from group undertakings are included within Amounts owed by group undertakings in the balance sheet.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Current tax is provided at amount expected to be paid or recovered using the tax rates and laws that have been enacted by the balance sheet date and any adjustment to tax payable in respect of previous years. Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Deferred taxation is provided at current rates of corporation tax, to take account of all timing differences between profits as stated in the financial statements and as computed for tax purposes except for assets not expected to crystallise in the foreseeable future. Deferred tax assets and liabilities have not been discounted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense. The charge in these financial statements comprises contributions payable on the salaries for the year. Further details are included in note 15 of the financial statements. The assets of the scheme are held separately from those of the Company in an independently administrated fund.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Goodwill
Other intangible assets
Intangible assets acquired as part of a business combination are measured at fair value at the acquisition date.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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. Financial assets and liabilities All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Debt instruments which meet the following conditions of being ‘basic’ financial instruments as defined in paragraph 11.9 of FRS 102 are subsequently measured at amortised cost using the effective interest method. Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. With the exception of some hedging instruments, other debt instruments not meeting conditions of being ‘basic’ financial instruments are measured at fair value through profit or loss. Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment. Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. Equity instruments Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Critical judgements There were no judgements required to be made in preparing the accounts which had, or could have had, a material impact on the accounts. Critical estimates There were no estimates required to be made in preparing the accounts, which had, or could have had, a material impact on the accounts.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
For the year ended 31 December 2025, no remuneration (2024: no remuneration) was paid by the Company to the directors. All directors are remunerated by other Godiva companies in respect of their services to the Godiva group as a whole. The directors holding office during the year consider their services to be incidental to their duties within the Godiva group and accordingly no remuneration has been apportioned to the Company.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The total pension charge for the year was £5,225 (2024: £11,007).
The amount outstanding at 31 December 2025, included within accruals, relating to pension contributions was £nil (2024: £nil).
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GODIVA GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Godiva Belgium BV is the Company's immediate parent company. Kökler Yatrim Holding A.S. is the Company's ultimate parent entity undertaking, a company incorporated in Turkey. Mr Murat Ülker is the ultimate controlling party by virtue of their shareholding in Kökler Yatrim Holding A.S.
Yildiz Uluslararasi Gida Yatirimlari A.S is the parent undertaking of the smallest group of undertakings to consolidate these financial statements at 31 December 2025. The consolidated financial statements of Yildiz Uluslararasi Gida Yatirimlari A.S can be obtained from: Registered office: Kisikli Mahallesi Çesme Çikmazi Sokak No:6/1 34692 Üsküdar/Istanbul Turkey
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