Company Registration No. 10060351 (England and Wales)
BONNENOTE LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
PAGES FOR FILING WITH REGISTRAR
BONNENOTE LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
BONNENOTE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2018
31 August 2018
- 1 -
2018
2017
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
3
8,639
3,691
Current assets
Debtors
4
17,929
8,028
Cash at bank and in hand
156,222
44,018
174,151
52,046
Creditors: amounts falling due within one year
5
(70,787)
(52,775)
Net current assets/(liabilities)
103,364
(729)
Total assets less current liabilities
112,003
2,962
Capital and reserves
Called up share capital
6
178
151
Share premium account
436,789
156,141
Profit and loss reserves
(324,964)
(153,330)
Total equity
112,003
2,962
The directors of the company have elected not to include a copy of the income statement within the financial statements.
true
For the financial year ended 31 August 2018 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements were approved by the board of directors and authorised for issue on 4 February 2019 and are signed on its behalf by:
Victor der Megreditchian
Director
Company Registration No. 10060351
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
- 2 -
1
Accounting policies
Company information
Bonnenote Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
239 High Street, Kensington, London, W8 6SN.
1.1
Accounting convention
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 a
mounts
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.
1.2
Going concern
The financial statements have been prepared on a going concern basis which is dependent upon the
company's majority shareholder continuing to provide the necessary financial support to enable the
company to continue in operation for the foreseeable future. In addition, the company is raising funds
which the directors believe will be successful.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of
discounts and
VAT
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.
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:
Fittings, fixtures and equipment
25% per annum straight line
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.
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
1
Accounting policies
(Continued)
- 3 -
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
Cash at bank and in hand
Cash at bank and in hand
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.
1.7
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.
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.
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, 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.
1.8
Equity instruments
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.
1.9
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
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
1
Accounting policies
(Continued)
- 5 -
1.10
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.
1.11
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to income 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.
1.12
Foreign exchange
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 income statement for the period.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 6 (2017 - 2).
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 September 2017
4,401
Additions
6,674
At 31 August 2018
11,075
Depreciation and impairment
At 1 September 2017
710
Depreciation charged in the year
1,726
At 31 August 2018
2,436
Carrying amount
At 31 August 2018
8,639
At 31 August 2017
3,691
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
- 6 -
4
Debtors
2018
2017
Amounts falling due within one year:
£
£
Other debtors
17,929
8,028
5
Creditors: amounts falling due within one year
2018
2017
£
£
Trade creditors
471
50
Other taxation and social security
8,218
340
Other creditors
62,098
52,385
70,787
52,775
6
Called up share capital
2018
2017
£
£
Ordinary share capital
Issued and fully paid
97,428 (2017: 82,075) Ordinary shares of €0.002 each
178
151
178
151
During the year the company issued 15,353 ordinary shares of €0.002 at a price of £18.28 per share.
Share options
Certain shareholders of the company have been granted options over the ordinary shares of €0.002 in the company and these are listed below:
Dates of grants
10.04.2018 and 14.06.2018
Number of options granted
6,990
End of exercise period
09.04.2021 and 13.06.2021 respectively
The options vest immediately on grant and the option can be exercised at any time on or before the third anniversary of the grant date, and if the option is not exercised on or before such date, it shall lapse.
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
- 7 -
7
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2018
2017
£
£
33,200
21,819
8
Related party transactions
During the year the company was provided with funds totalling £10,000 (2017: £94,473) by Mr V J P Der Megreditchian, a director of the company and repaid to him £20,000 (2017: £60,000). At the balance sheet date, other creditors include an amount of £24,473 (2017: £34,473) due to the director.
BONNENOTE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
- 8 -
9
Prior period adjustment
Changes to the statement of financial position
At 31 August 2017
As previously reported
Adjustment
As restated
£
£
£
Fixed assets
Other intangibles
53,610
(53,610)
-
Net assets
56,572
(53,610)
2,962
Capital and reserves
Profit and loss
(99,720)
(53,610)
(153,330)
Total equity
56,572
(53,610)
2,962
Reconciliation of changes in equity
14 March
31 August
2016
2017
Notes
£
£
Equity as previously reported
-
56,572
Adjustments to prior year
Web development costs
-
(53,610)
Equity as adjusted
-
2,962
Notes to reconciliation
In the accounts for the period ended 31 August 2017 web development costs of £53,610 were capitalised in error. These costs should have been expensed and as a result there is a prior year adjustment of £53,610.