These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.

Bounce Foods Limited is a private company limited by shares incorporated in England and Wales. The registered office is Level 1, No 2 The Billings, Walnut Tree Close, Guildford, Surrey, GU1 4UL.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

These financial statements for the period ended 31 December 2017 are the first financial statements of Bounce Foods Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 July 2015. An explanation of how transition to FRS 102 has affected the reported financial position and financial performance is given in note 16.

Following a review by the Directors, the accounts have been prepared on the going concern basis. The directors consider that this basis remains appropriate as summarised below:

• Detailed forecasts have been prepared for the business for the year ended 31 December 2019 following a close analysis of the drivers of the main costs the company incurs.

• As a result of this analysis, the Directors have held discussions with significant suppliers and finance providers in order to improve terms offered to the company for 2019.

• The directors have been successful in renegotiating contracts with a number of such providers and the Directors consider that the impact of the improved terms will result in a return to profitability in 2019.

• In order to maintain current cash flow, the directors secured share capital funding in December 2018 which is anticipated to be sufficient to allow the company to continue to meet its liabilities as they fall due.

The company extended the 2017 accounting reference date from 30 June 2017 to 31 December 2017. These financial statements therefore cover a period of eighteen months and so the figures and disclosures are not entirely comparable with the previous accounting period.

Turnover represents net invoiced sales of healthy food products, excluding value added tax. Revenue is recognised when the goods are delivered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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

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:

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.

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

Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.

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 balance sheet 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, which include debtors and cash and bank balances, are initially measured at transaction price. Financial assets classified as receivable within one year are not amortised.

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.

Basic financial liabilities, including creditors are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.

Non-basic financial liabilities are initially measured at transaction price. They are subsequently measured at fair value, except that gains arising on instruments where the fair value is not based upon a quoted price in an active market for an identical instrument are not recognised.

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

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

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.

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

Finance agreement charges

The charges for the receivables finance agreement facility are charged to the profit and loss accounts as they are charged by the lender.

Restatement

The comparative figures have been restated due to change in accounting policy from prior year.

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.

A key area of judgement is the fair value of non-basic financial liabilities where there is no active market in identical instruments.

The average number of employees (including directors) employed by the company during the period was 25 (2016 - 16).

The net carrying value of tangible fixed assets includes the following in respect of hire purchase contracts.

The company has advanced to Bounce Holdings LLC an unsecured loan of £1,000,000 repayable at 8% annum above Bank of England base rate on or before 31 March 2021.

There is a debenture in favour of HSBC Bank Plc, the amount secured being all present freehold and leasehold property. First fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and first floating charge over all assets and undertaking both present and future dated 8 July 2013.

Included in other creditors are unsecured loans notes of £1,221,372. Interest is payable at 7.5% per annum on these amounts as follows:

In respect of the loans with a principal value of £721,372, the company may, at its option, repay the loans by converting the loans into ordinary shares. As set out in note 12, conversion took place after the balance sheet date

As the income statement has been omitted from the filing copy of the financial statements the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

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

On 12 May 2018 a loan creditor agreed to the rescheduling of its unsecured loan of £1.25 million. The loan has been rescheduled so that the repayment of capital previously due in 2018 has been extended to 31 March 2021. A variable interest rate of base rate plus 4% is to apply from 1 April 2018. The directors anticipate that the extra interest cost incurred will be £148,000 over the remaining life of the loan.

After the balance sheet date, the company issued a further 100,628 Ordinary shares of £0.01 at a premium of £2,600,460, which are fully paid, for a total consideration of £2.60 million. Of this, 19,725 Ordinary shares were issued on conversion of £721,372 loan notes outstanding at the balance sheet date.

At the end of the period, C Tanous was owed £587,500 (2016: £237,500). Interest of £34,619 was charged on this loan.

At the end of the period, M Tanous was owed £275,000 (2016: £25,000). Interest of £8,942 was charged on this loan.

At the end of the period, J Tanous was owed £237,500 (2016: £nil) by the company. Interest of £26,719 was charged on this loan.

At 31 December 2017 there was no ultimate controlling party.

The effect of transition adjustment is in relation to forward contracts being recognised upon adoption of FRS 102 and retranslation of foreign trade creditor balances at year end spot rate.