IRIS Accounts Production v24.2.0.383 07459738 Board of Directors 1.1.23 30.12.23 30.12.23 Please refer to the Strategic report for details on principal activities, future business developments and post balance sheet events, financial performance, financial risk management and a review of the principal risks and uncertainties facing the business. true false true true false false true false Ordinary Share 1.28200 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh074597382022-12-31074597382023-12-30074597382023-01-012023-12-30074597382021-12-31074597382022-01-012022-12-31074597382022-12-3107459738ns15:EnglandWales2023-01-012023-12-3007459738ns14:Euro2023-01-012023-12-3007459738ns10:Director12023-01-012023-12-3007459738ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3007459738ns10:FRS1022023-01-012023-12-3007459738ns10:Audited2023-01-012023-12-3007459738ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3007459738ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3007459738ns10:FullAccounts2023-01-012023-12-3007459738ns10:OrdinaryShareClass12023-01-012023-12-3007459738ns10:Director22023-01-012023-12-3007459738ns10:CompanySecretary12023-01-012023-12-3007459738ns10:RegisteredOffice2023-01-012023-12-3007459738ns10:Director32023-01-012023-12-3007459738ns5:CurrentFinancialInstruments2023-12-3007459738ns5:CurrentFinancialInstruments2022-12-3107459738ns5:ShareCapital2023-12-3007459738ns5:ShareCapital2022-12-3107459738ns5:SharePremium2023-12-3007459738ns5:SharePremium2022-12-3107459738ns5:CapitalRedemptionReserve2023-12-3007459738ns5:CapitalRedemptionReserve2022-12-3107459738ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3007459738ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3107459738ns5:RetainedEarningsAccumulatedLosses2023-12-3007459738ns5:RetainedEarningsAccumulatedLosses2022-12-3107459738ns5:ShareCapital2021-12-3107459738ns5:RetainedEarningsAccumulatedLosses2021-12-3107459738ns5:SharePremium2021-12-3107459738ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3107459738ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3007459738ns5:CapitalRedemptionReserve2021-12-3107459738ns5:FurtherSpecificReserve1ComponentTotalEquity2021-12-3107459738ns5:CapitalRedemptionReserve2022-01-012022-12-3107459738ns5:FurtherSpecificReserve1ComponentTotalEquity2022-01-012022-12-3107459738ns5:CapitalRedemptionReserve2023-01-012023-12-3007459738ns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3007459738ns5:LeaseholdImprovements2023-01-012023-12-3007459738ns5:PlantMachinery2023-01-012023-12-3007459738ns5:FurnitureFittings2023-01-012023-12-3007459738ns5:ComputerEquipment2023-01-012023-12-300745973812023-01-012023-12-3007459738ns15:UnitedKingdom2023-01-012023-12-3007459738ns15:UnitedKingdom2022-01-012022-12-3107459738ns15:Europe2023-01-012023-12-3007459738ns15:Europe2022-01-012022-12-3107459738ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3007459738ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2022-01-012022-12-3107459738ns10:HighestPaidDirector2023-01-012023-12-3007459738ns10:HighestPaidDirector2022-01-012022-12-3107459738ns5:OwnedAssets2023-01-012023-12-3007459738ns5:OwnedAssets2022-01-012022-12-3107459738ns5:LeaseholdImprovements2022-12-3107459738ns5:PlantMachinery2022-12-3107459738ns5:FurnitureFittings2022-12-3107459738ns5:ComputerEquipment2022-12-3107459738ns5:LeaseholdImprovements2023-12-3007459738ns5:PlantMachinery2023-12-3007459738ns5:FurnitureFittings2023-12-3007459738ns5:ComputerEquipment2023-12-3007459738ns5:LeaseholdImprovements2022-12-3107459738ns5:PlantMachinery2022-12-3107459738ns5:FurnitureFittings2022-12-3107459738ns5:ComputerEquipment2022-12-3107459738ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3007459738ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3107459738ns5:WithinOneYear2023-12-3007459738ns5:WithinOneYear2022-12-3107459738ns5:MoreThanFiveYears2023-12-3007459738ns5:MoreThanFiveYears2022-12-3107459738ns5:AllPeriods2023-12-3007459738ns5:AllPeriods2022-12-3107459738ns10:OrdinaryShareClass12023-12-3007459738ns5:RetainedEarningsAccumulatedLosses2022-12-3107459738ns5:SharePremium2022-12-3107459738ns5:CapitalRedemptionReserve2022-12-3107459738ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-31
REGISTERED NUMBER: 07459738 (England and Wales)















BAZOOKA CANDY BRANDS INTERNATIONAL LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023






BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Income Statement 11

Other Comprehensive Income 12

Balance Sheet 13

Statement of Changes in Equity 14

Cash Flow Statement 15

Notes to the Cash Flow Statement 16

Notes to the Financial Statements 17


BAZOOKA CANDY BRANDS INTERNATIONAL LTD

COMPANY INFORMATION
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023







DIRECTORS: Mr D A Collier
Mr A Jacobs





SECRETARY: Mr A Psathas





REGISTERED OFFICE: 15 Petersham Road
Richmond
Surrey
TW10 6TP





REGISTERED NUMBER: 07459738 (England and Wales)





INDEPENDENT AUDITORS: Blencowes
Chartered Accountants & Statutory Auditors
15 High Street
Brackley
Northamptonshire
NN13 7DH

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

The directors present their strategic report for the period 1 January 2023 to 30 December 2023.

Principal activity
The company's principal activity during the year is that of the distribution and marketing of distinctive confectionery products. The company brands include "Juicy Drop Pop", "Mega Mouth Candy Spray", "Push Pop", "Big Baby Pop" and "Ring Pop" as well as "Bazooka" Bubble Gum.

Trading review
Turnover for the year was at €73.36m (31 December 2022 - €46.09m) which is a record high for the company. This is an increase of €27.27m mainly due to sales in new markets, introduction and distribution of new products and growth in existing markets especially the UK.

The increase in sales has also generated an Increase in profit to €6.22m (31 December 2022 - profit €1.78m). This increase is in line with growth of sales during the year. The year to 30 December 2023 has seen an increase in corporation tax which resulted in a profit after tax at slightly less than originally budgeted.

The directors do not expect any significant changes in the activities of the business in future years.

Administrative expenses increased from €13.83m to €22.79m mainly due to increase in marketing activities to support the top line growth as well as employee related costs due to the increased headcount in line with the growth of the business.

Net Assets increased from €6.38m in 2022 to €12.60m in 2023, an increase of €6.22m mainly due to increase in inventory related to revenue growth, offset higher creditors.

The company continues to maintain a sound cash position. At 30 December 2023, the company reported an increase in cash and cash equivalents, to €5.75m (31 December 2022 - €4.92m).

Current liabilities were largely consistent at €16.12m from last years (31 December 2022 - €13.41m) mostly driven by an increase in trade creditors €0.82m and an increase in accruals of €1.40m plus an increase in wages payable by €0.22m and corporation tax of €0.1m and amount owed to group undertaking accounts of €0.15m at 30 December 2023.

Key performance indicators
The directors consider that turnover and operating results are the most reliable indicators for measuring company performance, which is consistent with the size and complexity of the business.
30 December 2023 31 December 2022 Variance
€'000 €'000 %
Revenue 73,356 46,094 +59%
Operating Profit 8,150 2,326 +250%
Operating Profit % 11.1% 5.0% +120%


BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

THE PRINCIPAL RISKS WHICH THE COMPANY FACES ARE SET OUT BELOW:
The principal risks and uncertainties which the company faces are set out as follows:


-
Escalating raw material and commodities prices resulting in increased cost of production and the company being
unable to fully pass on these rising costs in higher selling prices.
- Consumer and trade concerns relating to child nutritional issues.
- Media advertising restrictions preventing communication with our target market.

The recent Middle East war near the Red Sea area has already resulted in increased ocean freight costs which further increases the cost of goods.

Management doesn't foresee any immediate risks relating to people matters as a result of ownership change.

The company is impacted by global economic headwinds, which have resulted in increased inflation and interest rates and fluctuating foreign exchange rates. These economic headwinds may have a negative impact the Company's sales and margins.

Risk Management
Evaluation of risks, exposure and consequential mitigation are regularly considered by management which include commercial, operational and financial aspects and a consideration of climate related risks and opportunities. Regular meetings between the directors and management allow the company to assess all the risks and opportunities and react promptly to any situations which might adversely impact the company.

Supply chain management risk mitigation is continuously managed by consideration of diversifying the reliance on individual vendors and specific regions. There is an active effort in diversifying the list of suppliers to avoid any over reliance as well as enhance supply opportunities. Periodic management meetings include consideration and assessing potential impact of growing commodity costs and raw materials that may impact our cost base and thus prices we pass on to our customers. The company endeavours to remain competitive whilst ensuring that costs are covered, and margins protected accordingly.

Quality team ensure all products and their ingredients are submitted for thorough regulatory compliance checks to ensure they meet with county and regional regulatory standards.

Credit risk
Credit risk is the risk of financial loss to the company if a customer fails to meet its contractual obligations. The company is mainly exposed to credit risk from sales. Company policy is to assess the credit risk of customers and monitor closely trading balances with appropriate levels of credit given to customers based on previous experience and current credit worthiness. Where amounts are overdue the customer is placed on hold, with no further sales to this customer allowed until they repay the full amount owed.

Liquidity risk
Liquidity risk arises from the company's management of working capital and the repayments on inter group debt instruments and trading balances. The company prepares forecast information to enable management to anticipate working capital needs so that there is a reasonable expectation that the company will have sufficient liquid resources to meet its obligations.

Foreign exchange risk
Foreign exchange risk arises when the company enters into transactions denominated in currencies other than its functional currency. The company has significant balances and transactions in Euros, British Pound Sterling, US Dollars, Japanese Yen, Thai Bht and Chinese Yen. The company prepares forecast information to estimate the level of currency exposure and enable the parent company to assess the need for forward currency contracts, which the company can utilise. The company manages its foreign currency risk through its parent company.

Inflation risk
Financial performance is subject to unforeseen supply chain price increases. To identify those risks the Company continuously monitors forward supply chain prices through dialogue with supplies. Where risk are not mitigated through cost reimbursable forms, allowances and prices increase mechanisms are factors into future sale agreements.

Director's indemnity insurance

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

The directors have been granted an indemnity from the Company to the extent permitted by law in respect of liabilities incurred as a result of their office, which remains in force at the date of this report. The Company maintains director and officers' liability insurance.

Future Developments
Growth continues to be pursued by the company by expansion in a range of existing and established products. There are also plans to expand distribution in existing markets and add new markets to its portfolio.

The Group of which this company is part of, continues to be wholly committed and actively involved in new product innovation through marketing research and development of new seasonal packaging to meet the needs of their growing customer base.

ON BEHALF OF THE BOARD:





Mr D A Collier - Director


18 September 2024

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

The directors present their report together with the Strategic Report and audited financial statements for the year ended 30 December 2023. Some disclosures which would previously have been made in the Directors' Report are included in the Strategic Report. Please refer to the Strategic Report for details on principal activities, future business developments, financial performance and a review of the principal risks and uncertainties facing the business.

DIVIDENDS
No dividends will be distributed for the period ended 30 December 2023.

DIRECTORS
Mr D A Collier has held office during the whole of the period from 1 January 2023 to the date of this report.

The directors holding office at 30 December 2023 did not hold any beneficial interest in the issued share capital of the company at 31 December 2022 (or date of appointment if later) or 30 December 2023.

Other changes in directors holding office are as follows:

Mr A Jacobs - appointed 3 October 2023
Mr M N Brandstaedter - resigned 3 October 2023

DIRECTORS' RESPONSIBILITIES STATEMENT
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 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 accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
-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 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.

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


AUDITORS
All of the directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company's auditor for the purposes of its audit and to establish that the auditor is aware of that information. The directors are not aware of any relevant audit information of which the auditor is unaware.

The auditors, Blencowes, will be proposed for appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr D A Collier - Director


18 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BAZOOKA CANDY BRANDS INTERNATIONAL LTD

Opinion
We have audited the financial statements of Bazooka Candy Brands International Ltd (the 'company') for the period ended 30 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 Financial Reporting Standard 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 30 December 2023 and of its profit for the period 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 ae further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
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.

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.

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
BAZOOKA CANDY BRANDS INTERNATIONAL LTD


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 Directors' Responsibilities Statement set out on page five, 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
BAZOOKA CANDY BRANDS INTERNATIONAL LTD


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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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 :


Non-compliance with laws and regulations
Based on:
- Our understanding of the Company and the industry in which it operates;
- Discussion with management and those charged with governance;
- Obtaining and understanding of the Company's policies and procedures regarding compliance with laws and regulations;

we consider the significant laws and regulations to be UK GAAP, The Companies Act 2006, UK tax legislation and UK employment legislation

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigation. We identified such laws and regulations to be the health and safety legislation, employment regulations.and anti-bribery.

Our procedures in respect of the above included:
- Enquiry with those charged with governance for any instances of non-compliance with laws and regulations;
- Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
- Review of financial statement disclosures and agreeing to supporting documentation;
- Review of legal expenditure accounts to understand the nature of expenditure incurred.


Fraud and money laundering
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:


-
Enquiry with management and those charged with governance regarding any known or suspected instances of
fraud;
- Obtaining an understanding of the Company's policies and procedures relating to:
- Detecting and responding to the risks of fraud; and
- Internal controls established to mitigate risks related to fraud.
- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

-
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;

-
Considering remuneration incentive schemes and performance targets and the related financial statement areas
impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override, revenue and inventory in transit.





Our procedures in respect of the above included:


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BAZOOKA CANDY BRANDS INTERNATIONAL LTD

- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to
supporting documentation;
- Assessing significant estimates made by management for bias. Significant estimates include sales return
provisions and inventory provisions.
- Testing a sample of revenue transactions for existence of revenue transactions, considering whether the revenue
recognition policies adopted by the Company comply with accounting standards as well as testing a sample of
revenue transactions to third party evidence of delivery of goods to the customer.
- Testing a sample of inventory in transit, to third party evidence that goods were despatched pre year end and
third party evidence of post year end receipt of goods at their destination.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

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.




Ashley Painter ACA FCCA MAAT (Senior Statutory Auditor)
for and on behalf of Blencowes
Chartered Accountants & Statutory Auditors
15 High Street
Brackley
Northamptonshire
NN13 7DH

18 September 2024


Blencowes Chartered Accountants

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

INCOME STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

Period
1/1/23
to Year ended
30/12/23 31/12/22
Notes €    €   

TURNOVER 3 73,356,353 46,094,484

Cost of sales 43,177,721 30,530,253
GROSS PROFIT 30,178,632 15,564,231

Administrative expenses 22,794,425 13,828,417
7,384,207 1,735,814

Other operating income 765,963 590,436
OPERATING PROFIT and
PROFIT BEFORE TAXATION 8,150,170 2,326,250

Tax on profit 6 1,934,803 544,433
PROFIT FOR THE FINANCIAL PERIOD 6,215,367 1,781,817

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

Period
1/1/23
to Year ended
30/12/23 31/12/22
Notes €    €   

PROFIT FOR THE PERIOD 6,215,367 1,781,817


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

6,215,367

1,781,817

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

BALANCE SHEET
30 DECEMBER 2023

2023 2022
Notes €    €    €    €   
FIXED ASSETS
Tangible assets 7 105,883 173,812

CURRENT ASSETS
Stocks 8 17,519,709 11,760,382
Debtors 9 5,345,878 2,937,403
Cash at bank and in hand 5,745,005 4,921,855
28,610,592 19,619,640
CREDITORS
Amounts falling due within one year 10 16,120,388 13,412,732
NET CURRENT ASSETS 12,490,204 6,206,908
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,596,087

6,380,720

CAPITAL AND RESERVES
Called up share capital 12 1,282 1,282
Share premium 13 1,893,703 1,893,703
Capital contribution reserve 13 106,841 106,841
Merger reserve 13 (1,894,983 ) (1,894,983 )
Retained earnings 13 12,489,244 6,273,877
SHAREHOLDERS' FUNDS 12,596,087 6,380,720

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2024 and were signed on its behalf by:





Mr D A Collier - Director


BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

Called up
share Retained Share
capital earnings premium
€    €    €   
Balance at 1 January 2022 1,282 4,492,060 1,893,703

Changes in equity
Total comprehensive income - 1,781,817 -
Balance at 31 December 2022 1,282 6,273,877 1,893,703

Changes in equity
Total comprehensive income - 6,215,367 -
Balance at 30 December 2023 1,282 12,489,244 1,893,703
Capital
contribution Merger Total
reserve reserve equity
€    €    €   
Balance at 1 January 2022 106,841 (1,894,983 ) 4,598,903

Changes in equity
Total comprehensive income - - 1,781,817
Balance at 31 December 2022 106,841 (1,894,983 ) 6,380,720

Changes in equity
Total comprehensive income - - 6,215,367
Balance at 30 December 2023 106,841 (1,894,983 ) 12,596,087

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

CASH FLOW STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

Period
1/1/23
to Year ended
30/12/23 31/12/22
Notes €    €   
Cash flows from operating activities
Cash generated from operations 1 2,738,961 (3,180,688 )
Tax paid (1,915,811 ) -
Net cash from operating activities 823,150 (3,180,688 )

Cash flows from investing activities
Purchase of tangible fixed assets - (51,267 )
Net cash from investing activities - (51,267 )

Increase/(decrease) in cash and cash equivalents 823,150 (3,231,955 )
Cash and cash equivalents at beginning of
period

2

4,921,855

8,153,810

Cash and cash equivalents at end of
period

2

5,745,005

4,921,855

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE CASH FLOW STATEMENT
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

1. RECONCILIATION OF PROFIT FOR THE FINANCIAL PERIOD TO CASH GENERATED FROM
OPERATIONS
Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
Profit for the financial period 6,215,367 1,781,817
Depreciation charges 67,930 84,224
Taxation 1,934,803 544,433
8,218,100 2,410,474
Increase in stocks (5,759,327 ) (7,691,773 )
(Increase)/decrease in trade and other debtors (2,320,009 ) 483,747
Increase in trade and other creditors 2,600,197 1,616,864
Cash generated from operations 2,738,961 (3,180,688 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30 December 2023
30/12/23 1/1/23
€    €   
Cash and cash equivalents 5,745,005 4,921,855
Year ended 31 December 2022
31/12/22 1/1/22
€    €   
Cash and cash equivalents 4,921,855 8,153,810


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/23 Cash flow At 30/12/23
€    €    €   
Net cash
Cash at bank and in hand 4,921,855 823,150 5,745,005
4,921,855 823,150 5,745,005
Total 4,921,855 823,150 5,745,005

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

1. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.

The accompanying financial statements present the financial position of the company as at 30 December 2023 and 31 December 2022 and the results and operations and cash flows for the years ended 30 December 2023 and 31 December 2022 under the historical cost convention, except as otherwise indicated. Except as otherwise indicated, all amounts are presented in Euros (€).

The company operates and reports its financial results on 52/53-week fiscal periods ending on the Saturday nearest the last day of its fiscal year.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2..

Going Concern
A review of the company's business activities, performance and position, together with principal risks, uncertainties and financial risk management are included in the Strategic and Directors' report.

The Company had cash reserves of €5.7m at 30 December 2023, and continues to maintain its established portfolio of customers and fulfils its supply chain requirements. The directors have prepared base case and sensitised forecast information for a period covering at least 12 months from the date of approval of the financial statements.

Based upon this, the directors believe that the company is well placed to manage its business risks and have reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. The directors therefore believe it is appropriate to prepare the financial statements on a going concern basis.

Revenue
Revenue from sale of goods is recognised when the company has transferred the significant risks and rewards of ownership to the buyer and it is probable that the Company will receive the previously agreed upon payment. These criteria are considered to be met when the goods are delivered to the customer in accordance with the incoterms set out in the contract with the customer. Revenue represents the value of sales, excluding VAT, to third party customers net of discount, allowances, returns provision, volume and promotional rebates.

Other operating income - Royalty income
Other operating income consists of royalty income and is recognised on an cash basis.

Cash and Cash equivalents
Cash and cash equivalents comprise bank balances including cash on hand, deposits held at call with banks.

Debtors
The Company records a receivable at transaction price when a customer is invoiced upon the shipment of product or aligning with the incoterms of the contract with customer.

The Company makes ongoing estimates relating to the collectability of its accounts receivable and records an allowance for uncollectible accounts receivable as a best estimate of probable losses inherent in accounts receivable, based on any known troubled accounts, historical experience and other currently available evidence. The Company's allowance for uncollectible accounts receivable as of 30 December 2023 was €91,277 (31 December 2022 €59,785).

Creditors

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023
The company records its trade payables for goods or services that have been acquired from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

The company recognises Trade payables initially at transaction price and subsequently revalued at the closing balance sheet exchange rate. Foreign exchange gains and losses are recorded in 'admin expenses'

Financial instruments
The company only enters basic financial instrument transactions that result in the recognition of financial assets and liabilities, like trade and other debtors and creditors.

Debt Instruments (other than those wholly repayable or receivable within one year) including loans and other account receivable and payable, are measured at present value of the future cash flows. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets & liabilities
Financial assets are measured at transaction price (including transaction costs) and subsequently held at cost, less any impairment.

Financial liabilities are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.

Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is an 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.

Foreign Currency Exchange
Transactions in foreign currencies are recorded at the rate of ruling at the date of the transactions or at a contracted rate. The resulting monetary assets and liabilities are translated at the balance sheet rate or the contracted rate and the exchange differences are dealt with in the profit and loss account.

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The financial statements are presented in Euros which is the company's functional and presentational currency.

Foreign exchange risk arises when entities enter transactions denominated in a currency other than the functional currency.

Foreign exchange gains and losses that relate to cash and cash equivalents and all other foreign exchange gains and losses are presented in profit or loss within 'administration expenses'.

Reserves
The company's reserves are made up as follows:
- Called up share capital represents the nominal value of shares issued.
- The share premium account includes the premium on issue of equity shares net of any issue costs.

-
The capital contribution reserve represents the equity component of debt instruments calculated in
accordance with the effective interest method.

-
The merger reserve arose on a past business combination that was accounted for as a group
reorganisation in accordance with UK GAAP as applied at the time

-
Profit and loss account represents cumulative profits or losses, net of dividends paid and other
adjustments.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Leasehold Improvements - evenly over term of lease
Plant and machinery - Straight line basis over 3 year period
Fixtures and fittings - Straight line basis over 10 year period
Computer equipment - Straight line basis over 4 year period

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

1. ACCOUNTING POLICIES - continued

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension
Employees are eligible to contribute to the company's defined contribution scheme. Employer contributions to the company's defined contribution scheme are charged to the profit and loss account in the period in which they become payable.

Impairment of fixed assets
Fixed assets are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Fixed assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Stocks and inventory
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, cost of conversion, direct transport and other costs incurred in bringing stock to its present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the profit and loss statements.

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

2. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

While management believes that the estimates and related assumptions used in the preparation of the financial statements are appropriate, based on historical experience, expectations of future impacts and other assumptions that we believe are reasonable, actual results could differ from these estimates and the company's estimates could be significantly different than future performance. In preparing these financial statements, the directors have made the following critical judgements

Sales returns provisions are estimated as of the balance sheet date based on a combination of market data and historical results of similar transactions. Management consider specific risks and historical data, to estimate the potential risk of sales returns. A probability rate % is applied to each known risk, based on management's evaluation of the likelihood of the risk materialising. If provisions increase/ decrease due to known potential risks, movement in provisions are credited/ charged to profit or loss.. While the estimates and related assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates.

Determining when the significant risks and rewards have transferred to the customer and a sale is recognised. This has been determined to be based on the incoterms of each transaction and may be based upon delivery to the buyer or dispatch by the Company whereby the customer has the risk during the shipping process.

The company recognises an expense for write down or provision for slow-moving or short dated stock. This is based on historic rates of sale of stocks and assessing the likelihood, that a proportion of these stocks will either not sell or be discounted. A detailed review of inventory has taken place where analysis of slow moving and short dated/ expiring products are provided for to the lower of cost and net realisable value. The stock provision for 30 December 2023 is €2,104,873 (31 December 2022 - €820,087).

Other key sources of estimation uncertainty
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The useful lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
United Kingdom 20,808,591 9,109,686
Europe 24,766,593 15,223,218
Rest of the world 27,781,169 21,761,580
73,356,353 46,094,484

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

4. EMPLOYEES AND DIRECTORS
Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
Wages and salaries 4,737,895 4,014,845

The average number of employees during the period was as follows:
Period
1/1/23
to Year ended
30/12/23 31/12/22

Management 2 2
Administration 25 21
Sales staff 9 9
36 32

Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
Directors' remuneration 484,690 465,617

Information regarding the highest paid director is as follows:
Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
Emoluments etc 484,690 465,617

5. OPERATING PROFIT

The operating profit is stated after charging:

Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
Other operating leases 326,797 323,478
Depreciation - owned assets 67,929 84,223
Foreign exchange differences 48,723 655,267

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period
1/1/23
to Year ended
30/12/23 31/12/22
€    €   
Current tax:
UK corporation tax 2,023,269 544,433

Deferred tax (88,466 ) -
Tax on profit 1,934,803 544,433

7. TANGIBLE FIXED ASSETS
Fixtures
Leasehold Plant and and Computer
Improvements machinery fittings equipment Totals
€    €    €    €    €   
COST
At 1 January 2023
and 30 December 2023 255,945 20,403 95,870 269,886 642,104
DEPRECIATION
At 1 January 2023 201,172 20,403 53,471 193,246 468,292
Charge for period 21,514 - - 46,415 67,929
At 30 December 2023 222,686 20,403 53,471 239,661 536,221
NET BOOK VALUE
At 30 December 2023 33,259 - 42,399 30,225 105,883
At 31 December 2022 54,773 - 42,399 76,640 173,812

8. STOCKS
2023 2022
€    €   
Finished goods and goods for resale 17,519,709 11,760,382

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
€    €   
Trade debtors 4,238,654 1,631,821
Other debtors 88,608 88,608
VAT 674,686 661,198
Deferred tax asset 88,466 -
Prepayments 255,464 555,776
5,345,878 2,937,403

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
€    €   
Trade creditors 7,401,780 6,581,159
Amounts owed to group undertakings 365,450 210,478
Tax 651,891 544,433
Social security and other taxes 82,962 77,649
Net wages 1,141,194 919,039
Accrued expenses 6,477,111 5,079,974
16,120,388 13,412,732

11. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
€    €   
Within one year 122,217 183,326
In more than five years - 122,217
122,217 305,543

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: €    €   
1,000 Ordinary Share €1.282 (£1) 1,282 1,282

13. RESERVES
Capital
Retained Share contribution Merger
earnings premium reserve reserve Totals
€    €    €    €    €   

At 1 January 2023 6,273,877 1,893,703 106,841 (1,894,983 ) 6,379,438
Profit for the period 6,215,367 6,215,367
At 30 December 2023 12,489,244 1,893,703 106,841 (1,894,983 ) 12,594,805

BAZOOKA CANDY BRANDS INTERNATIONAL LTD (REGISTERED NUMBER: 07459738)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023

14. RELATED PARTY DISCLOSURES

The following transactions took place between the immediate parent entity, The Bazooka Companies LLC. during the year.

2023 2022
Recharges and royalties (975,654) (841,000)
Management fees (510,346) (455,026)



2023 2022

Net amounts owed to related party 365,450 210,478

15. PARENT AND ULTIMATE PARENT COMPANY

The immediate parent is The Bazooka Companies LLC (previously The Bazooka Companies Inc), a company incorporated in the United States of America.

The ultimate parent undertaking throughout the year ended 31 December 2022 was Tornante-MDP Joe Holdings LLC, which is registered in the United States of America. In the opinion of the directors, the ultimate controlling party was Madison Dearborn Partners Inc. by virtue of their shareholding in the ultimate parent undertaking. The Tornante-MDP Joe Holdings LLC prepares consolidated financial statements. This is the smallest and largest group incorporating the results of Bazooka Candy Brands International Limited.

Since the acquisition of the company on 6th of October 2023, the ultimate undertaking and controlling party is Apax XI GP Co. Limited, registered in the United States of America.