Company registration number 07071515 (England and Wales)
GIOVANNI RANA (UK) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
GIOVANNI RANA (UK) LTD
COMPANY INFORMATION
Directors
Mr G L Rana
Mr P Sorrentino
Mr S J Ellison
Company number
07071515
Registered office
Admiral House
St Leonards Road
Windsor
SL4 3BL
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
GIOVANNI RANA (UK) LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
GIOVANNI RANA (UK) LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report and audited financial statements for the year ended 31 December 2024.

Fair review of the business

2024 was a big year for Giovanni Rana UK where we helped to build the category penetration of the Fresh pasta category to over 40% and we saw prompted awareness of the La Familia Rana brand reach 40%.

Moving into 2024 we continued to build on the momentum we achieved on La Familia RANA following all the activity we ran in the second half of 2023. In January we ran a big power period kicking off with our successful TV campaign 'Bravo Brian', we had a strong aligned promotional period across all customers supported with feature space and we had a big instore shopper plan execution. This resulted in us bringing new customers into the category and our brand, growing the La Familia RANA base rates. We followed this up with another power period in May with more 'Bravo Brian', aligned promotions, but with a softer discount and another period of shopper marketing support. In June we launched our latest innovation, a new range of sauces in a pouch. These sauces are crafted to pair perfectly with our fresh filled pasta using a new technology to ensure they resemble a home-made sauce. So nice big chunks of the key ingredients retaining the ingredients key characteristics, so crunch and taste. Following the success of our two power periods and the 'Bravo Brian' TV advert we then ran a third power period in September. This power period had the same intensity as the January campaign. So 'Bravo Brian', supported with a more impactful promotion & feature space plan and a big instore shopper plan execution. The result of all this activity saw La Familia RANA see its biggest growth since launch up 54% in volume YOY.

On Own brand we continued to work closely with our retail partners on quality, service and availability. As we went through the year, we started to see the decline in volume soften as we annualized out the impact of all the inflation we saw in 2023. We were also successful in winning a new Own brand filled contract which commenced at the start of the year helping us to grow our own brand volume in total by 5% YOY.

As we head into 2025, we are excited about the year ahead for La Familia Rana and our Own brand businesses, but we will have to navigate the increase in costs we are seeing across all parts of our supply chain. For La Familia RANA we will continue to invest in big/strong power periods, leading with 'Bravo Brian' to drive penetration & frequency into the Fresh filled pasta category. We are launching a big innovation in May, where we will use new technology to deliver a quality improvement on what's available in the market. With this innovation we will be looking to drive category growth in an adjacent category to our current Fresh filled pasta category. Then in Autumn we are excited to be executing a big re-launch of our La Familia Rana Fresh filled pasta range in September to continue the growth momentum we currently have.

On own brand we will continue to work with all our Own brand partners on activities we can do/run to put Own brand back into growth. As always, our priority will be to deliver quality, service and strong availability for our partners. We will also continue to look for any new opportunities for Own branded business.

GIOVANNI RANA (UK) LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

Further times of a weakened state of the economy leading to reduced customer spending

The company's wholesale products may become less appealing to consumers when compared with lower quality or even supermarkets' own brands when price becomes a key factor in purchasing decisions.

The company is continually looking to extend its product range, and to provide its existing products to the market, at affordable prices to meet consumer demands.

Loss of key customers resulting in significant reductions in turnover

The company sells its products wholesale to some large supermarkets who are responsible for a significant proportion of the company's sales. If these customers were to be lost, there would be a significant impact on the size of the company's operations if they were unable to be replaced. The resultant "down-sizing" would have an adverse effect on profit.

The company is actively looking at increasing the number of supermarkets it deals with plans in place to attract other large customers, which could replace the loss of any existing key customers.

Damage to the "Giovanni Rana" brand

Any negative impact on the "Giovanni Rana" name, which due to the multi-national operations of the overall group may not even result from the UK company directly, is likely to reduce consumer acceptance of the company's products and reduce sales.

The group takes the consumer image of the "Giovanni Rana" brand very seriously and undertakes extensive PR and marketing activities throughout the territories in which the group has activities.

Key performance indicators

The key financial highlights, and key performance indicators, for the year are as follows:

2024
2023
2022
2021
2020
£
£
£
£
£
Turnover
75,013,647
64,804,455
54,944,474
46,524,888
42,229,538
Turnover growth
15.75%
17.95%
18.10%
10.17%
20.75%
Gross profit margin
11.98%
11.08%
9.60%
12.18%
10.80%
Earnings before interest, tax, depreciation and amortisation (EBITDA)
4,067,139
2,261,217
1,019,726
1,423,748
833,731
EBITDA margin
5.42%
3.49%
1.86%
3.06%
1.98%
Profit before taxation on ordinary activities
4,103,324
2,301,474
999,164
1,400,066
809,309
EBITDA is calculated as follows:
Profit before taxation on ordinary activities
4,103,324
2,301,474
999,164
1,400,066
809,309
Depreciation
9,675
8,129
27,204
23,682
24,422
Amortisation
-
-
-
-
Interest received
45,860
48,386
6,642
-
-
EBITDA
4,067,139
2,261,217
1,019,726
1,423,748
833,731
GIOVANNI RANA (UK) LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The company's policy is to ensure continuity of trading. To date bank borrowing has not been necessary as funding has been provided within the group. At the year end the company had cash of £1,658,777 (2023 - £3,558,406).
Future developments

The directors continue to support the aims of the company to advance the market and development thereof with existing clients and to expand the use of "Italian" produced product to the UK customer base using the brand as a focal point. It is anticipated that the distribution base will expand accordingly as more consumers enjoy the "Giovanni Rana" proposition. Further, the cost of living crisis and high levels of inflation have meant that consumers are eating at home more than they have in the past which is promising for future revenue growth.

Financial risk management objectives and policies

The directors regularly review the financial requirement of the company and the risks associated therewith. The company does not use complicated financial instruments. The company does not use derivative financial instruments for trading purposes. The company's operations are primarily financed from retained earnings. In addition to the primary financial instruments, the company has other financial instruments such as debtors, prepayments, trade creditors and accruals that directly arise from the company's operations.

Liquidity risk

Cash forecasts identifying the company's liquidity requirements are produced frequently and are regularly reviewed to ensure sufficient headroom in the company's cash requirements.

Interest rate risk

The company does not use interest rate swaps or cash flow hedges. The company matches any scheduled borrowing repayment with the expected future cash flows from the company's trading activities.

Foreign currency risk

All operations are in the United Kingdom. Where possible the company undertakes supply contracts

denominated in Sterling. The company does not hedge.

Credit risk

Counterparty credit ratings are monitored and there is no significant concentration of credit risk to any single counterparty. The company has a reasonably large customer base with reputable companies. Counterparties for cash balances are with a financial institution with a strong credit rating and whilst there is exposure to losses, the company does not expect them to fail to meet their obligations, as they fall due.

Financial instruments

Financial instruments are classified and accounted for according to the substance of the contractual arrangement as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The company does not apply fair value accounting.

On behalf of the board

Mr S J Ellison
Director
28 March 2025
GIOVANNI RANA (UK) LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of food and beverage product wholesale and retail sales to the UK and Ireland markets.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,700,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr G L Rana
Mr P Sorrentino
Mr S J Ellison
Auditor

The auditor, Gerald Edelman LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statement;

- 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

GIOVANNI RANA (UK) LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S J Ellison
Director
28 March 2025
GIOVANNI RANA (UK) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GIOVANNI RANA (UK) LTD
- 6 -
Opinion

We have audited the financial statements of Giovanni Rana (UK) Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

GIOVANNI RANA (UK) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GIOVANNI RANA (UK) LTD (CONTINUED)
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations. As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

- Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

- Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.

- Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we evaluated management’s incentive and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls and determined that the principal risk was related to the posting of inappropriate journal entries.

GIOVANNI RANA (UK) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GIOVANNI RANA (UK) LTD (CONTINUED)
- 8 -

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.

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

- Performed analytical procedures to identify any unusual or unexpected relationships.

- Auditing the risk of management override of controls, including through testing journal entries for appropriateness.

- Assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias.

- Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but are not limited to:

- Agreeing financial statements disclosures to underlying supporting documentation.

- Enquiring of management as to actual and potential litigation claims.

- Reviewing relevant profit and loss account items for evidence of litigation.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

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

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 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.

Hiten Patel FCCA
Senior Statutory Auditor
For and on behalf of Gerald Edelman LLP
28 March 2025
Chartered Accountants
Statutory Auditor
73 Cornhill
London
EC3V 3QQ
GIOVANNI RANA (UK) LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
75,013,647
64,804,455
Cost of sales
(66,028,045)
(57,622,572)
Gross profit
8,985,602
7,181,883
Administrative expenses
(4,928,138)
(4,928,795)
Operating profit
5
4,057,464
2,253,088
Interest receivable and similar income
8
45,860
48,386
Profit before taxation
4,103,324
2,301,474
Tax on profit
9
(1,027,406)
(547,875)
Profit for the financial year
3,075,918
1,753,599

The income statement has been prepared on the basis that all operations are continuing operations.

GIOVANNI RANA (UK) LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
13,833
16,911
Current assets
Stocks
13
2,514,375
2,890,017
Debtors
12
11,631,470
11,214,507
Cash at bank and in hand
1,658,777
3,558,406
15,804,622
17,662,930
Creditors: amounts falling due within one year
14
(10,644,333)
(13,891,637)
Net current assets
5,160,289
3,771,293
Total assets less current liabilities
5,174,122
3,788,204
Provisions for liabilities
Provisions
15
20,000
10,000
(20,000)
(10,000)
Net assets
5,154,122
3,778,204
Capital and reserves
Called up share capital
18
500,000
500,000
Other reserves
1,500,000
1,500,000
Profit and loss reserves
3,154,122
1,778,204
Total equity
5,154,122
3,778,204

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 28 March 2025 and are signed on its behalf by:
Mr S J Ellison
Director
Company registration number 07071515 (England and Wales)
GIOVANNI RANA (UK) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
500,000
1,500,000
1,524,605
3,524,605
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
1,753,599
1,753,599
Dividends
10
-
-
(1,500,000)
(1,500,000)
Balance at 31 December 2023
500,000
1,500,000
1,778,204
3,778,204
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
3,075,918
3,075,918
Dividends
10
-
-
(1,700,000)
(1,700,000)
Balance at 31 December 2024
500,000
1,500,000
3,154,122
5,154,122
GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Giovanni Rana (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office and business address is Admiral House, St Leonards Road, Windsor, SL4 3BL.

Statement of compliance
The individual financial statements of the company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1
Basis of preparation

The financial statements are prepared on the going concern basis, under the historical cost convention, and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom.

Exemptions for qualifying entities under FRS 102

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash f low and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The parent company of the smallest and largest group to consolidate these financial statements is Pastificio Rana SpA, a company incorporated in Italy. Pastificio Rana SpA prepares group financial statements and copies can be obtained from Via Pacinotti, 25 - 37057 San Giovanni Lupatoto (VR) - Italy.

1.2
Going concern

A true t the time of approving the financial statements, the company is in a net asset position and t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Turnover represents the invoiced amount of food and beverage product sold and other services provided, less allowances and excluding sales related taxes. Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attached to the product, such as obsolescence, have been transferred to the customer.

1.4
Tangible fixed assets

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

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Straight line over the period of the lease
Plant and equipment
Straight line over 5 years

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

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Stocks

Stocks are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.7
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Taxation is provided on the profits of the period together with deferred taxation. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Deferred taxation is not recognised when an asset is sold if it is more likely than not that the taxable gain will be rolled over. Deferred tax assets are recognised to the extent that they are regarded as recoverable. Provisions for deferred taxation are not discounted. Deferred tax assets and liabilities are calculated using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases, including any lease incentives received, are charged to the profit and loss account on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

1.15
Foreign exchange

Functional and presentational currency

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

Transactions and balances

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of tangible assets

Depreciation charged on tangible assets requires an estimation of their useful economic lives and residual values. The carrying values of tangible assets are therefore sensitive to the estimates used which are based on the current condition and the value in use of the assets to the company. The estimates are reviewed annually.

Provision for bad debts

The carrying value of debtors requires estimates of their recoverable amounts and is therefore sensitive to amounts provided for as bad debts. The bad debt provisions are based on the company's previous dealings with the debtor, their credit rating and the age of the debt. The provisions are reviewed regularly.

Details on the carrying value of debtors are set out in Note 1 2.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Retail Sales
75,013,647
64,804,455
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
73,788,503
63,892,527
Europe
1,225,144
911,928
75,013,647
64,804,455
2024
2023
£
£
Other revenue
Interest income
45,860
48,386

Discounts allowed of £110,030 (202 3: £396,507) are included in the turnover.

4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
29,500
28,500
For other services
Taxation compliance services
3,800
3,750
GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
5
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(50,968)
(12,413)
Depreciation of owned tangible fixed assets
9,675
8,130
Operating lease charges
133,825
113,006
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Wholesale and admin staff
18
17

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,015,143
1,832,029
Social security costs
195,824
168,936
Pension costs
88,796
78,492
2,299,763
2,079,457
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
630,607
594,013
Company pension contributions to defined contribution schemes
10,000
8,500
640,607
602,513
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
630,607
594,013
Company pension contributions to defined contribution schemes
10,000
8,500
The directors are considered as key management personnel.
GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
45,860
48,386
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,027,406
547,875

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
4,103,324
2,301,474
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
1,025,831
540,846
Tax effect of expenses that are not deductible in determining taxable profit
2,752
8,785
Permanent capital allowances in excess of depreciation
(3,596)
(3,667)
Depreciation on assets not qualifying for tax allowances
2,419
1,911
Taxation charge for the year
1,027,406
547,875
10
Dividends
2024
2023
£
£
Final paid
1,700,000
1,500,000
GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Total
£
£
£
Cost
At 1 January 2024
97,959
1,108,308
1,206,267
Additions
-
0
6,597
6,597
At 31 December 2024
97,959
1,114,905
1,212,864
Depreciation and impairment
At 1 January 2024
97,959
1,091,397
1,189,356
Depreciation charged in the year
-
0
9,675
9,675
At 31 December 2024
97,959
1,101,072
1,199,031
Carrying amount
At 31 December 2024
-
0
13,833
13,833
At 31 December 2023
-
0
16,911
16,911
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
11,139,254
10,714,413
Other debtors
424,153
433,942
Prepayments and accrued income
59,116
57,205
11,622,523
11,205,560
Deferred tax asset (note 17)
8,947
8,947
11,631,470
11,214,507

Trade debtors are stated after the bad debts provision totalling £29,930 (20 2 3: £34,409).

13
Stocks
2024
2023
£
£
Finished goods and goods for resale
2,514,375
2,890,017
GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
593,240
580,898
Amounts owed to group undertakings
8,773,857
12,078,219
Corporation tax
402,406
289,125
Other taxation and social security
72,069
68,822
Other creditors
8,396
38,771
Accruals and deferred income
794,365
835,802
10,644,333
13,891,637
15
Provisions for liabilities
2024
2023
£
£
Dilapidation provision
20,000
10,000
Movements on provisions:
Dilapidation provision
£
At 1 January 2024
10,000
Additional provisions in the year
10,000
At 31 December 2024
20,000
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
88,796
78,492

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

There was an amount of £12,970 (20 2 3: £11,961) in outstanding contributions at the year end and this amount is included in creditors.

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
8,947
8,947
There were no deferred tax movements in the year.
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share capital of £1 each
500,000
500,000
500,000
500,000
19
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the company for premises.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
122,499
122,499
Between two and five years
291,648
414,147
414,147
536,646

The company had other commitments at 31 December 20 2 4 £nil (20 2 3: £nil).

20
Related party transactions

The company has taken advantage of the exemption under paragraph 33 of FRS 102 not to disclose transactions entered into between two or more members of a group where the subsidiary which is party to the transaction is wholly owned by the other party. The company is a wholly owned subsidiary undertaking of Pastificio Rana SpA which is the other party to the transactions.

GIOVANNI RANA (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
21
Ultimate controlling party

The immediate and ultimate parent company is Pastificio Rana SpA, a company incorporated in Italy, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. The directors consider there to be no controlling party.

Pastificio Rana SpA prepares group financial statements and copies can be obtained from Via Pacinotti, 25 - 37057 San Giovanni Lupatoto (VR) - Italy.

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