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REGISTERED NUMBER: 14178236 (England and Wales)



















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

RONLY GIDA UK LIMITED

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 DECEMBER 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Profit or Loss 10

Statement of Profit or Loss and Other Comprehensive
Income

11

Statement of Financial Position 12

Statement of Changes in Equity 13

Statement of Cash Flows 14

Notes to the Statement of Cash Flows 15

Notes to the Financial Statements 16

Reconciliation of Equity 24

Reconciliation of Loss 26


RONLY GIDA UK LIMITED

COMPANY INFORMATION
for the Year Ended 31 DECEMBER 2023







DIRECTORS: Mr N Bali
Mr E Y G Telvi
Mr A R Beale





REGISTERED OFFICE: 3rd Floor
201 Haverstock Hill
London
NW3 4QG





REGISTERED NUMBER: 14178236 (England and Wales)





AUDITORS: FKCA Limited
260 - 270 Butterfield
Great Marlings
Luton
Bedfordshire
LU2 8DL

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STRATEGIC REPORT
for the Year Ended 31 DECEMBER 2023

The directors present their strategic report for the year ended 31 December 2023.

REVIEW OF BUSINESS
Fair review of the business

The principal activity of the company is that of a produce trader, importing edible nuts into the United Kingdom and EU countries. The company commenced trading activities December 1 2022.

Gross profit for the period was €860,954, from turnover of €37,741,352. This equates to a margin of 2.3%.

Global markets have experienced high rates of inflation following the end of the global pandemic and the start of the war in Ukraine. In particular, the sanctions regime that has been imposed on Russia since February 2022 has had significant impacts on the supply of key commodities for energy and food production, which has contributed to a prolonged period of high inflation. Central banks responded to high inflation by raising interest rates.

These two factors have increased price volatility and uncertainty for buyers. Demand has been negatively impacted, with buyers generally changing their behaviour from forward ordering to a greater focus on just-in-time purchasing. This reduces a need for stockholding, which has become more expensive as result of higher interest rates.

The company relies on and maintains strong relationships with third party facility providers. Its facilities have been renewed, enabling the company to continue its activities.


The key financial highlights are as follows:

2023 2022

Turnover €37,741,352 €241,529

Turnover growth/(fall) 15,626% -

Gross profit margin 2.3% 2.0%

Profit before tax €119,052 (€5,077)

The results between 2022 and 2023 are not comparable as the accounts for 2022 are for a shorter period and include only one months trade.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties facing the company during the year were commodity and freight prices, credit, cash flow, liquidity and country risks.

Neither Russia nor Ukraine are buyers from the company, however the ongoing war has had indirect effects on global commodity prices and demand. The directors continue to monitor market prices and conditions to manage the company's strategy.

Starting in the second half of the year and for the first time since the Financial Crisis in 2008, the cost of finance has risen. We are now monitoring interest rate risk alongside currency risk. The latter is generally managed by buying and selling in the same currency.

Credit risk is a key concern to the company. We carry out regular compliance checks on customers and set appropriate credit limits to prevent over-trading. We monitor trade receivables on a regular basis.


RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STRATEGIC REPORT
for the Year Ended 31 DECEMBER 2023

KEY PERFORMANCE INDICATORS
The company operates in markets where demand and prices are problematic to forecast, resulting in significant variation in annual results and also relative to budgets. In the opinion of the directors, the following Key Performance Indicators provide a better understanding of the development, performance or position of the business:

The directors monitor the performance of the company by reference to key performance indicators, including turnover, gross profit and margin and key areas influencing working capital.

ON BEHALF OF THE BOARD:





Mr A R Beale - Director


19 July 2024

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

REPORT OF THE DIRECTORS
for the Year Ended 31 DECEMBER 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of sale of hazelnut related products.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

FUTURE DEVELOPMENTS
The company will continue to operate in its existing markets, working to develop trade with new and existing partners.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

Mr N Bali
Mr E Y G Telvi

Other changes in directors holding office are as follows:

Mr A R Beale - appointed 3 February 2023
Mr O N Telvi - appointed 3 February 2023

Mr O N Telvi ceased to be a director after 31 December 2023 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT
Financial risk management and exposure of the company price, credit, liquidity and cash flow are presented in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

REPORT OF THE DIRECTORS
for the Year Ended 31 DECEMBER 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the 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.

ON BEHALF OF THE BOARD:





Mr A R Beale - Director


19 July 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RONLY GIDA UK LIMITED

Opinion
We have audited the financial statements of Ronly Gida Uk Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with IFRSs as adopted by the UK; 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 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

The prior year figures are unaudited.

Opinions on other matters 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 the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RONLY GIDA UK LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RONLY GIDA UK LIMITED


Auditors' 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 a Report of the Auditors 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:

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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:


- enquiry of management and those charged with governance around actual and potential litigation and claims;
- enquiry of entity staff and the board of directors to identify any instances of non-compliance with laws and
regulations; and
- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with
applicable laws and regulations

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management.

To address the risk of fraud in relation to revenue recognition, we:

- Performed detailed substantive testing to address completeness and accuracy of sales
- Assessed the appropriateness and application of the accounting policy concerning income recognition;and
- Assessed the risk period surrounding cut-off of sales and performed detailed testing either side of the balance
sheet date

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships; and
- Tested journal entries to identify unusual transactions; and
- Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of
potential bias;
- Investigated the rationale behind significant or unusual transactions.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RONLY GIDA UK LIMITED


Use of our 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 a Report of the Auditors 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.




Tara Aldwin ACA (Senior Statutory Auditor)
for and on behalf of FKCA Limited
260 - 270 Butterfield
Great Marlings
Luton
Bedfordshire
LU2 8DL

19 July 2024

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STATEMENT OF PROFIT OR LOSS
for the Year Ended 31 DECEMBER 2023

Period
16.6.22
Year Ended to
31.12.23 31.12.22
Notes €    €   

CONTINUING OPERATIONS
Revenue 37,741,352 241,529

Cost of sales (36,880,398 ) (236,690 )
GROSS PROFIT 860,954 4,839

Other operating income 5,737 -
Administrative expenses (504,435 ) (5,503 )
OPERATING PROFIT/(LOSS) 362,256 (664 )

Finance costs 4 (243,204 ) (4,413 )
PROFIT/(LOSS) BEFORE INCOME TAX 5 119,052 (5,077 )

Income tax 6 (25,255 ) -
PROFIT/(LOSS) FOR THE YEAR 93,797 (5,077 )

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the Year Ended 31 DECEMBER 2023

Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   

PROFIT/(LOSS) FOR THE YEAR 93,797 (5,077 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

93,797

(5,077

)

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

2023 2022
Notes €    €   
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 7 479 -
CURRENT ASSETS
Inventories 8 2,482,807 1,249,936
Trade and other receivables 9 6,723,116 344,423
Cash and cash equivalents 10 749,627 45,475
9,955,550 1,639,834
TOTAL ASSETS 9,956,029 1,639,834
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 11 292,325 95,030
Retained earnings 12 88,720 (5,077 )
TOTAL EQUITY 381,045 89,953
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 13 2,132,502 447,795
Financial liabilities - borrowings
Interest bearing loans and borrowings 14 7,417,227 1,102,086
Tax payable 25,255 -
9,574,984 1,549,881
TOTAL LIABILITIES 9,574,984 1,549,881
TOTAL EQUITY AND LIABILITIES 9,956,029 1,639,834


The financial statements were approved by the Board of Directors and authorised for issue on 19 July 2024 and were signed on its behalf by:





Mr A R Beale - Director


RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 DECEMBER 2023

Called up
share Retained Total
capital earnings equity
€    €    €   

Changes in equity
Issue of share capital 95,030 - 95,030
Total comprehensive income - (5,077 ) (5,077 )
Balance at 31 December 2022 95,030 (5,077 ) 89,953

Changes in equity
Issue of share capital 197,295 - 197,295
Total comprehensive income - 93,797 93,797
Balance at 31 December 2023 292,325 88,720 381,045

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

STATEMENT OF CASH FLOWS
for the Year Ended 31 DECEMBER 2023

Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Cash flows from operating activities
Cash generated from operations 1 (5,663,359 ) (1,053,200 )
Interest paid (243,204 ) (4,413 )
Net cash from operating activities (5,906,563 ) (1,057,613 )

Cash flows from investing activities
Purchase of tangible fixed assets (719 ) -
Net cash from investing activities (719 ) -

Cash flows from financing activities
New loans in year 9,059,395 1,102,086
Loan repayments in year (2,744,254 ) -
Amount introduced by directors 100,000 1,002
Amount withdrawn by directors (1,002 ) -
Share issue 197,295 -
Net cash from financing activities 6,611,434 1,103,088

Increase in cash and cash equivalents 704,152 45,475
Cash and cash equivalents at beginning of
year

2

45,475

-

Cash and cash equivalents at end of year 2 749,627 45,475

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE STATEMENT OF CASH FLOWS
for the Year Ended 31 DECEMBER 2023

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Profit/(loss) before income tax 119,052 (5,077 )
Depreciation charges 240 -
Finance costs 243,204 4,413
362,496 (664 )
Increase in inventories (1,232,871 ) (1,249,936 )
Increase in trade and other receivables (6,378,693 ) (249,393 )
Increase in trade and other payables 1,585,709 446,793
Cash generated from operations (5,663,359 ) (1,053,200 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31.12.23 1.1.23
€    €   
Cash and cash equivalents 749,627 45,475
Period ended 31 December 2022
31.12.22 16.6.22
€    €   
Cash and cash equivalents 45,475 -

3. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

Year ended 31 December 2023
Cash Non-cash
1.1.23 flows changes 31.12.23
Foreign
exchange
movement
€    €    €    €   

Short-term borrowings 1,102,086 6,298,392 16,749 7,417,227



RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 DECEMBER 2023


1. STATUTORY INFORMATION

Ronly Gida Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Euro (€).


2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the company identifies the contract with a customer, identifies the performance obligations in the contract, determines the transaction price which takes into account estimates of variable consideration and the time value of money, allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment - 33% on cost

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

The gain or loss arising on disposal of an asset is determined at the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit or loss.

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
1. Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and investments, 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 profit and loss.

If there is a decrease in the impairment loss arising from an event occuring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss.

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 risk and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, 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.

2. Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group and related companies, 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.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables 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.

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Inventories
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Finished goods are stated at the lower of cost and net realisable value. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Employee benefit costs
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

3. EMPLOYEES AND DIRECTORS
Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Wages and salaries 231,262 -
Social security costs 16,200 -
Other pension costs 8,435 -
255,897 -

The average number of employees during the year was as follows:
Period
16.6.22
Year Ended to
31.12.23 31.12.22

Director 2 -
Administration and sales 1 -
3 -

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

3. EMPLOYEES AND DIRECTORS - continued

Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Directors' remuneration 181,092 -
Directors' pension contributions to money purchase schemes 5,646 -

The number of directors to whom retirement benefits were accruing was as follows:

Defined benefit schemes 1 -

4. NET FINANCE COSTS
Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Finance costs:
Loan interest 243,204 4,413

5. PROFIT/(LOSS) BEFORE INCOME TAX

The profit before income tax (2022 - loss before income tax) is stated after charging:
Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Cost of inventories recognised as expense 36,880,398 236,690
Depreciation - owned assets 240 -
Auditors' remuneration 7,422 -
Foreign exchange differences 1,956 2,637

6. INCOME TAX

Analysis of tax expense
Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Current tax:
Tax 25,255 -
Total tax expense in statement of profit or loss 25,255 -

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

6. INCOME TAX - continued

Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
16.6.22
Year Ended to
31.12.23 31.12.22
€    €   
Profit/(loss) before income tax 119,052 (5,077 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
20.489% (2022 - 19%)

24,393

(965

)

Effects of:
Depreciation 240 -
Capital allowances (719 ) -
Disallowance expenses 285 -
Exchange variance 2,021 -
Loss brought forward (965 ) -
Loss carried forward - 965
Tax expense 25,255 -

7. PROPERTY, PLANT AND EQUIPMENT
Computer
equipment
€   
COST
Additions 719
At 31 December 2023 719
DEPRECIATION
Charge for year 240
At 31 December 2023 240
NET BOOK VALUE
At 31 December 2023 479

8. INVENTORIES

2023 2022
€    €   
Stocks 2,482,807 1,249,936

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

9. TRADE AND OTHER RECEIVABLES

2023 2022
€    €   
Current:
Trade debtors 6,603,860 241,529
Other debtors 95,030 95,030
VAT - 234
Prepayments 24,226 7,630
6,723,116 344,423

10. CASH AND CASH EQUIVALENTS

2023 2022
€    €   
Bank accounts 749,627 45,475

11. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 2023 2022
value: €    €   
311,000 Ordinary $1 292,325 95,030

211,000 Ordinary shares of $1 each were allotted at par during the year.

Each share is entitled to one vote in any circumstances. Each share is equally entitled to a distribution of dividends. Each share is equally entitled to a distribution of capital.

12. RESERVES
Retained
earnings
€   

At 1 January 2023 (5,077 )
Profit for the year 93,797
At 31 December 2023 88,720


13. TRADE AND OTHER PAYABLES

2023 2022
€    €   
Current:
Trade creditors 1,456,021 440,688
Taxation and social security 11,343 -
Other creditors 252 -
Accrued and deferred income 563,244 6,105
Directors' loan accounts 100,000 1,002
VAT 1,642 -
2,132,502 447,795

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

14. FINANCIAL LIABILITIES - BORROWINGS

2023 2022
€    €   
Current:
Bank loans 6,212,063 -
Other loans 1,205,164 1,102,086
7,417,227 1,102,086

Terms and debt repayment schedule

1 year or
less
€   
Bank loans 6,212,063
Other loans 1,205,164
7,417,227

Bank loans with Credit Suisse Bank and Mizrahi Tefahot Bank Limited totalling €6,212,063 (2022: €nil) are secured against the business assets.

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 DECEMBER 2023

15. RELATED PARTY DISCLOSURES

The following transactions were carried out with related parties

As at and year ended 31 December 2023

Purchases Amounts owed Amounts owed
Trading balances Sales to from to from
€    €    €    €   
Immediate parent company 60,269 31,574,555 1,399,036 95,030
Group companies 13,402 4,718,003 25,463 -

------------- ----------------- ----------------- ---------------
73,671 36,292,558 1,424,499 95,030


------------

----------------

---------------

---------------

As at and year ended 31 December 2022

Purchases Amounts owed Amounts owed
Trading balances Sales to from to from
€    €    €    €   
Immediate parent company - 1,274,001 432,652 -

------------- ----------------- ----------------- ---------------
- 1,274,001 432,652 -


------------

----------------

----------------

---------------

As at and year ended 31 December 2023

Finance Finance Amounts owed Amounts owed
Loan balances income expense from to
€    €    €    €   
Group companies - 84,160 - 1,205,164

------------ -------------- ------------- -----------------
- 84,160 - 1,205,164


------------

--------------

-------------

-----------------

At at and year ended 31 December 2022

Finance Finance Amounts owed Amounts owed
Loan balances income expense from to
€    €    €    €   
Associated companies - 4,413 - 1,102,086

------------ -------------- ------------- -----------------
- 4,413 - 1,102,086


------------

--------------

-------------

-----------------

16. ULTIMATE CONTROLLING PARTY

The company is controlled by Ronly Gida Sanayi ve Ticaret A.S a company formed in Turkey by virtue of their 100% holding of the share capital and based at Levent, Gonuller Sk.3, 34330 Besiktas, Istanbul, Turkey.

The company is ultimately controlled by the directors based on their shareholding in the parent company.

RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

RECONCILIATION OF EQUITY
16 JUNE 2022
(DATE OF TRANSITION TO IFRSS)

Effect of
transition
FRS 102 to IFRSs IFRSs
€    €    €   
ASSETS
TOTAL ASSETS - - -
SHAREHOLDERS' EQUITY
TOTAL EQUITY - - -
LIABILITIES
TOTAL LIABILITIES - - -
TOTAL EQUITY AND LIABILITIES - - -


RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

RECONCILIATION OF EQUITY - continued
31 DECEMBER 2022

Effect of
transition
FRS 102 to IFRSs IFRSs
€    €    €   
ASSETS
CURRENT ASSETS
Inventories 1,249,936 - 1,249,936
Trade and other receivables 344,423 - 344,423
Cash and cash equivalents 45,475 - 45,475
1,639,834 - 1,639,834
TOTAL ASSETS 1,639,834 - 1,639,834
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 95,030 - 95,030
Retained earnings (5,077 ) - (5,077 )
TOTAL EQUITY 89,953 - 89,953
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 447,795 - 447,795
Financial liabilities - borrowings
Interest bearing loans and borrowings 1,102,086 - 1,102,086
1,549,881 - 1,549,881
TOTAL LIABILITIES 1,549,881 - 1,549,881
TOTAL EQUITY AND LIABILITIES 1,639,834 - 1,639,834


RONLY GIDA UK LIMITED (REGISTERED NUMBER: 14178236)

RECONCILIATION OF LOSS
for the Period 16 JUNE 2022 TO 31 DECEMBER 2022

Effect of
transition
FRS 102 to IFRSs IFRSs
€    €    €   
Revenue 241,529 - 241,529
Cost of sales (236,690 ) - (236,690 )
GROSS PROFIT 4,839 - 4,839
Administrative expenses (5,503 ) - (5,503 )

Finance costs (4,413 ) - (4,413 )
LOSS BEFORE TAX (5,077 ) - (5,077 )
LOSS FOR THE YEAR (5,077 ) - (5,077 )