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ICAEW

Advanced Level

Corporate Reporting

2024 Edition
Integrated Workbook
Corporate Reporting

© Kaplan Financial Limited, 2023

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P.2
CONTENTS
Page

Chapter 1 Introduction to Corporate Reporting 1

Chapter 2 Groups: Revision and update 23

Chapter 3 Foreign currency translation 103

Chapter 4 Financial instruments: recognition and measurement 145

Chapter 5 Share-based payments and distributable profits 221

Chapter 6 Employee benefits 261

Chapter 7 Reporting of assets and liabilities 281

Chapter 8 Industry specific standards 315

Chapter 9 Revenue 337

Chapter 10 Leases 375

Chapter 11 Earnings per share 415

Chapter 12 Financial instruments: hedge accounting 439

Chapter 13 Income taxes 493

Chapter 14 Corporate governance 539

Chapter 15 The statutory audit process 553

Chapter 16 Other assurance assignments 629

Chapter 17 Reporting financial performance 655

Chapter 18 Financial statement analysis 679

Chapter 19 References 739

Summary notes

P.3
Corporate Reporting

Paper introduction
Paper background

The aim of this ICAEW subject is to further develop the principles covered in
Financial Accounting and Reporting and Audit and Assurance, to enable students to
prepare extracts and full financial statements for a single entity and group in
accordance with IFRS, explain the relevant accounting treatment, and discuss the
assurance implications in relation to these scenarios.

Specification grid

This grid shows the relative weightings of subjects within this module and should
guide the relative study time spent on each:

Weighting (%)

Corporate Reporting – Compliance


55 – 65
Corporate Reporting – Financial Statement Analysis

Audit and Assurance 30 – 40

Ethics 5 – 10

Method of assessment

The Corporate Reporting exam will be 3.5 hours in length (2.1 minutes per mark)
containing three written test questions. Candidates may take any hard copy materials
into the exam although all ICAEW materials and the auditing standards will be
available on a digital bookshelf. The blue IFRS® Standards book will not be available
on the bookshelf.

Questions 2 and 3 will be integrated questions, testing a variety of financial reporting


and assurance topics. Question 2 will include 15 – 20 marks using data analytic
software (see below).

Question 1 will focus on financial reporting.

The pass mark is 50%.

P.4
Corporate Reporting

Data analytic software

In the exam, part of question two will involve data analytics representing
approximately 15 – 20 marks.

The ICAEW will issue advance information 7 weeks before the exam in the form of a
pdf document with background information and an 11-month dataset within the Inflo
software. In the exam itself, you will then be provided with the full 12 months of data.

More details can be found on the ICAEW website. You will also find guidance on
MyKaplan.

P.5
Corporate Reporting

Icon Explanations

Important topic areas, key to your success in the examination.

An area for you to make notes on what you have learned and work through test your
understandings.

Test your understanding


Following key points and definitions are exercises which give the opportunity to assess
the understanding of these core areas. Within the workbook, the answers to these
sections are left blank. Explanations to the questions can be found within the online
version, which can be hidden or shown on screen to enable repetition of activities.

Illustration
To help develop an understanding of topics and the test your understanding exercises,
the illustrative examples can be used.

Topic overviews and model answers.

P.6
Corporate Reporting

Assumed knowledge (from previous studies)

Alternative approach

Definition

Ethics

Exam technique point

Further reading

Key Point

Legal issues – key pieces of tax or other legislation

Open Book Text

P.7
Corporate Reporting

Advantages

Risks

To be studied at home

Illustration of exam question style

Professional skill area

British Values

Questions

Quality and accuracy are of the utmost importance to us so if you spot an error in any
of our products, please send an email to mykaplanreporting@kaplan.com with full
details.

Our Quality Co-ordinator will work with our technical team to verify the error and take
action to ensure it is corrected in future editions.

P.8
Corporate Reporting

Auditing standards
Here is a list of audit/assurance/quality control/other standards and guidance which
may be referred to within this publication:

International Standards on Auditing (UK) Abbreviation used

ISA 200 Overall objectives of the ISA 200


independent auditor and the conduct of an
audit in accordance with International
Standards on Auditing (UK)

ISA 210 Agreeing the terms of audit ISA 210


engagements

ISA 220 Quality control for an audit of ISA 220


financial statements

ISA 230 Audit documentation ISA 230

ISA 240 The auditor’s responsibilities relating ISA 240


to fraud in an audit of financial statements

ISA 250A Consideration of laws and ISA 250


regulations in an audit of financial
statements

ISA 250B The auditor’s statutory right and


duty to report to regulators of public interest
entities and regulators of other entities in the
financial sector

ISA 260 Communication with those charged ISA 260


with governance

ISA 265 Communicating deficiencies in ISA 265


internal control to those charged with
governance and management

ISA 300 Planning an audit of financial ISA 300


statements

P.9
Corporate Reporting

International Standards on Auditing (UK) Abbreviation used

ISA 315 Identifying and assessing the risks ISA 315


of material misstatement

ISA 320 Materiality in planning and ISA 320


performing an audit

ISA 330 The auditor’s responses to ISA 330


assessed risks

ISA 402 Audit considerations relating to an ISA 402


entity using a service organisation

ISA 450 Evaluation of misstatements ISA 450


identified during the audit

ISA 500 Audit evidence ISA 500

ISA 501 Audit evidence – specific ISA 501


considerations for selected items

ISA 505 External confirmations ISA 505

ISA 510 Initial audit engagements – opening ISA 510


balances

ISA 520 Analytical procedures ISA 520

ISA 530 Audit sampling ISA 530

ISA 540 Auditing accounting estimates and ISA 540


related disclosures

ISA 550 Related parties ISA 550

ISA 560 Subsequent events ISA 560

ISA 570 Going Concern ISA 570

ISA 580 Written Representations ISA 580

P.10
Corporate Reporting

International Standards on Auditing (UK) Abbreviation used

ISA 600 Special considerations – audits of ISA 600


group financial statements (including the
work of component auditors)

ISA 610 Using the work of internal auditors ISA 610

ISA 620 Using the work of an auditor’s ISA 620


expert

ISA 700 Forming an opinion and reporting ISA 700


on financial statements

ISA 701 Communicating key audit matters in ISA 701


the independent auditor’s report

ISA 705 Modifications to the opinion in the ISA 705


independent auditor’s report

ISA 706 Emphasis of matter paragraphs and ISA 706


other matter paragraphs in the independent
auditor’s report

ISA 710 Comparative information – ISA 710


corresponding figures and comparative
financial statements

ISA 720 The auditor’s responsibilities ISA 720


relating to other information

ISA 800 Special considerations – audits of ISA 800


financial statements prepared in accordance
with special purpose frameworks

ISA 805 Special considerations – audits of ISA 805


single financial statements and specific
elements, accounts or items of a financial
statement

P.11
Corporate Reporting

International Standards on Auditing Abbreviation used

ISA 810 Engagements to report on ISA 810


summary financial statements

(FRC, 2021).

International Standards on Review Abbreviation used


Engagements (ISREs)

ISRE 2400 Engagements to review ISRE 2400


historical financial statements

International Standards on Review Abbreviation used


Engagements (UK & Ireland)

ISRE 2410 Review of interim financial ISRE 2410


information performed by the
independent auditor of the entity

International Standards on Assurance Abbreviation used


Engagements (ISAEs)

ISAE 3000 Assurance engagements ISAE 3000


other than audits or reviews of historical
financial information

ISAE 3400 The examination of ISAE 3400


prospective financial information

ISAE 3402 Assurance reports on ISAE 3402


controls at a service organization

ISAE 3410 Assurance engagements on ISAE 3410


greenhouse gas statements

International Standards on Related Abbreviation used


Services (ISRSs)

Engagements to perform agreed-upon ISRS 4400


procedures regarding financial
information

Compilation engagements ISRS 4410

P.12
Corporate Reporting

Other Standards/Guidance Abbreviation used

ISQC (UK)1 Quality control for firms that ISQC 1


perform audits and reviews of financial
statements, and other assurance and
related services engagements

IESBA code of ethics IFAC Code

(IFAC, 2021).

Other Standards/Guidance Abbreviation used

FRC revised ethical standard 2019 FRC Ethical standard/Ethical standard

Bulletin (2020) FRC Bulletin

FRC briefing paper – professional Briefing paper


scepticism

(FRC, 2021).

Other Standards/Guidance Abbreviation used

ICAEW code of ethics (2020) ICAEW code of ethics

(ICAEW, 2021).

P.13
Corporate Reporting

Level 7 Accountancy or taxation


professional apprenticeship standard
A competent accountancy or taxation professional will meet the following
requirements. Given the variety of roles covered by this standard, the specific
activities which can lead to these requirements being achieved may vary.

Knowledge An accountancy or taxation professional will be able to:

Assurance, risk Provide a degree of assurance that stakeholders can trust


and control information (financial and non-financial) regarding the
organisation, as relevant to their role. In doing so, they will be
able to exercise professional judgement and consider both
risks and risk management approaches.

Business acumen Demonstrate knowledge of key business objectives and


measurements of success.

Financial Prepare, analyse and interpret an organisations financial


information information (both for internal and external purposes), as
relevant to their role.

Legislation Understand, interpret and apply the legislation, standards and


principles that apply to Standards and their role. This may
include, but not be limited to, accounting standards, auditing
principles standards, taxation legislation, ethical codes and
internal principles adopted by an organisation.

Strategic business Apply their judgement and make sustainable business


management and decisions (including recommendations for good governance)
governance using financial and non-financial information. Support
strategic decision making with meaningful financial analysis
and project appraisal. Present a balanced conclusion, with
supporting evidence, which includes internal and external
factors.

P.14
Corporate Reporting

Skills An accountancy or taxation professional will be able to:

Building Build trusted and sustainable relationships with individuals


relationships and organisations. Consistently support individuals and
collaborate to achieve results as part of a team.

Business insight Influence the impact of business decisions on relevant and


affected communities based on an appreciation of different
organisations and the environments in which they operate.

Communication Communicate in a clear, articulate and appropriate manner.


Adapt communications to suit different situations, individuals
or teams.

Ethics and integrity Identify ethical dilemmas, understand the implications and
behave appropriately. Understand their legal responsibilities,
both within the letter and the spirit of the law, as well as be
aware of the procedures for reporting concerns over
potentially unethical activities.

Leadership Take ownership of allocated projects and effectively manage


their own time and the time of others. Demonstrate good
project management skills to deliver high quality work within
the appropriate timeline. Act as a role model and motivate
others to deliver results.

Problem solving Evaluate information quickly and draw accurate conclusions.


and decision Assess a problem from multiple angles to ensure all relevant
making issues are considered. Gather the appropriate facts and
evidence in order to make decisions effectively.

P.15
Corporate Reporting

Behaviours An accountancy or taxation professional will be able to:

Adds value Anticipate an individual’s organisations future needs and


requirements. Identify opportunities that can add value for the
individual and organisation.

Continuous Take responsibility for their own professional development by


improvement seeking out opportunities that enhance their knowledge, skills
and experience.

Flexibility Adapt approach to assist organisations and individuals to


manage their conflicting priorities as circumstances change.

Professional Apply a questioning mind to conditions which may indicate a


scepticism possible misstatement of financial information due to error or
fraud.

P.16
Chapter 1
Introduction to Corporate Reporting

Chapter learning objectives

Upon completion of this chapter you will be able to:

 discuss the financial reporting requirements for companies in the UK

 discuss audit requirements for companies in the UK

and answer questions relating to these areas.

MyKaplan resources
This topic is covered on MyKaplan in the module Introduction to Corporate
Reporting.

ICAEW resources
The underpinning detail for this chapter can be found in Chapters 1 and 2 of your
ICAEW Workbook

1
Chapter 1

Overview

CORPORATE REPORTING

Financial
The role of
reporting Sustainability
audit
requirements

IASB
Conceptual
Framework

2
Introduction to Corporate Reporting

What is corporate reporting?

Corporate reporting is a term that refers not only to the annual financial statements,
but also other external reporting such as audit reports and environmental reports.

The syllabus focuses on the financial reporting of transactions and the related
assurance considerations in arriving at an audit opinion.

This paper will ask you to apply:

 Technical knowledge

 Analytical techniques, and

 Professional skills

to a range of compliance and business issues arising from the preparation and
evaluation of corporate reports, and from providing audit services.

You will need to identify, explain and evaluate alternatives and to determine the
appropriate solution to compliance issues, giving due consideration to the needs of
clients and other stakeholders.

The commercial context and impact of recommendations and ethical issues will also
need to be considered in making such judgements.

3
Chapter 1

Financial reporting requirements

Financial reporting is the provision of financial information to those outside the entity,
not to be confused with management accounting which is internal reporting.

2.1 Requirements to produce financial statements

In the UK, the Companies Act 2006 includes rules which


must be complied with by all companies, requiring all
companies to prepare annual financial statements giving a
true and fair view.

Available accounting standards

 IFRS® Standards – all UK companies whose securities are traded on a


regulated public market must prepare group accounts under IFRS Standards

 FRS – apply to the majority of individual company financial statements in the


UK

 IFRS for SMEs® Standard (small and medium sized entities) – there are no
quantitative thresholds for qualification as an SME. This should be determined
by a test of public accountability.

4
Introduction to Corporate Reporting

 New UK GAAP – effective since 1 January 2015. Made up of six standards,


FRS 100 – 105:

– FRS 100 Application of Financial Reporting Requirements which sets


out the overall reporting framework.

– FRS 101 Reduced Disclosure Framework which permits disclosure


exemptions from the requirements of EU-adopted IFRS Standards for
certain qualifying entities.

– FRS 102 The Financial Reporting Standard applicable in the UK and


Republic of Ireland replaces all previous FRSs, SSAPs and UITF
Abstracts.

– FRS 103 Insurance Contracts which consolidates existing financial


reporting requirements for insurance contracts.

– FRS 104 Interim Financial Reporting which specifies the requirements


(adapted from IAS 34 Interim Financial Reporting) for interim financial
reports.

– FRS 105 The Financial Reporting Standard applicable to the Micro-


entities Regime which concerns the smallest entities.

The main financial reporting standard is FRS 102.

An unincorporated entity such as a charity is exempt from the above but may be
governed by other regulations.

The CR materials assume financial statements are being prepared


in accordance with IFRS Standards.

5
Chapter 1

2.2 Objective of financial statements

To provide information about the entity’s financial position and


performance that is useful to users in making economic decisions.

These users may include:

 Present and potential investors

 Employees

 Lenders

 Suppliers

 Customers

 Governments and their agencies

 The public

2.3 Components of financial statements prepared under IFRS Standards

IAS 1 Presentation of Financial Statements requires that a complete set


of financial statements need to include:

 Statement of financial position

 Statement of profit or loss and other comprehensive income

 Statement of changes in equity

 Statement of cash flows

 Notes to the financial statements

6
Introduction to Corporate Reporting

XYZ Ltd

Statement of profit or loss for the year ended 31 December 20X2


£
Revenue X
Cost of sales (X)
–––
Gross profit X
Other income X
Distribution costs (X)
Administrative expenses (X)
–––
Operating profit X
Finance costs (X)
Investment income X
–––
Profit before tax X
Income tax expense (X)
–––
Profit for the year X
–––

7
Chapter 1

XYZ Ltd

Statement of comprehensive income for the year ended 31 December 20X2


£
Profit for the year (from statement of profit or loss) X
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Gain on property revaluation X
Gains and losses on equity investments classified as FVOCI X/(X)
Remeasurements of defined benefit pension plans X/(X)
Share of gain (loss) on property revaluation of associates X/(X)
Income tax relating to items that will not be reclassified X/(X)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations X/(X)
Cash flow hedges X/(X)
Income tax relating to items that may be reclassified X/(X)
–––
Total comprehensive income for the year X

Other comprehensive income includes income and expenses that are not recognised
in profit or loss, but instead recognised directly in equity.

In the CR exam, we need to consider several new items that are


recognised in other comprehensive income. These are dealt with in
subsequent chapters.

8
Introduction to Corporate Reporting

XYZ Ltd

Statement of changes in equity for the year ended 31 December 20X2


Share Share Revaluation Retained Other
capital premium surplus earnings reserves Total
£ £ £ £ £ £
Balance at 31 December 20X1 X X X X X X
Total comprehensive income X X X X
Dividends (X) (X)
Issue of share capital X X X
––– ––– ––– ––– ––– –––
Balance at 31 December 20X2 X X X X X X
––– ––– ––– ––– ––– –––

Additional columns can be added for any other reserves as required. These might
include reserves for:

 Translation of foreign operations

 Financial assets classified as fair value through other comprehensive income

 Cash flow hedges

which we will consider in later chapters.

9
Chapter 1

XYZ Ltd

Statement of financial position as at 31 December 20X2


ASSETS £ £
Non­current assets
Property, plant and equipment X
Investments X
Intangible assets X
–– X
Current assets
Inventories X
Trade and other receivables X
Cash and cash equivalents X
Non-current assets held for sale X
–– X
––
Total assets X
––
EQUITY AND LIABILITIES
Capital and reserves
Ordinary share capital X
Share premium account X
Irredeemable preference share capital X
Retained earnings X
Revaluation surplus X
Other reserves X
––
Total equity X
Non­current liabilities
Redeemable preference share capital X
Long-term borrowings X
–– X

10
Introduction to Corporate Reporting

Current liabilities
Trade and other payables X
Short-term borrowings X
Current tax payable X
Provisions X
–– X
––
Total equity and liabilities X
––

Note that reserves other than share capital and retained earnings may be
grouped as 'other components of equity’.

11
Chapter 1

XYZ Ltd

Statement of cash flows for XYZ Ltd for the period ended 31 December 20X2
£000 £000
Cash flows from operating activities
Profit before tax X
Finance cost X
Investment income (X)
Depreciation X
Loss/(profit) on disposal of non-current assets X/(X)
(Increase)/decrease in inventories (X)/X
(Increase)/decrease in trade receivables (X)/X
Increase/(decrease) in trade payables X/(X)
–––––
Cash generated from operations X
Interest paid (X)
Income taxes paid (X)
–––––
Net cash from operating activities X
Cash flows from investing activities
Purchase of property, plant and equipment (X)
Proceeds of sale of equipment X
Interest received X
Dividends received X
–––––
Net cash used in investing activities (X)
Cash flows from financing activities
Proceeds of issue of shares X
Repayment of loans (X)
Dividends paid (X)
–––––
Net cash used in financing activities (X)
–––––
Net increase in cash and cash equivalents X
Cash and cash equivalents at the beginning of the period X
–––––
Cash and cash equivalents at the end of the period X

12
Introduction to Corporate Reporting

13
Chapter 1

2.4 IASB Conceptual Framework

The Conceptual Framework (revised 2018) should be familiar from


earlier studies. It includes:

 Objectives of financial reporting.

 Qualitative characteristics of useful financial information


– Fundamental characteristics
 Relevance
 Faithful representation
– Enhancing characteristics
 Comparability
 Verifiability
 Timeliness
 Understandability
 Underlying assumption – going concern
 Definitions of elements of financial statements
– Assets
– Liabilities
– Equity
– Income
– Expenses
 Recognition and derecognition criteria for the elements
 Measurement bases.

14
Introduction to Corporate Reporting

The role of auditing

The purpose of an audit is to enhance the degree of confidence of


intended users in the financial statements. The audit provides an
independent review of the financial statements and the auditor will
express an opinion on whether the financial statements are prepared in
accordance with an applicable financial reporting framework.

3.1 Benefits of an audit

It could be argued that for small owner managed businesses, an audit is


irrelevant as there is no separation of ownership and management.
However, an audit may still be of value to management because:

 It provides an independent scrutiny of the business by


professionals.

 Additional assurance may be required for third parties e.g. banks,


tax authorities.

 It promotes discipline over maintaining accounting records,


reducing the risk of misstatement or non-compliance with statutory
responsibilities.

 Audits provide subsidiary benefits such as reports to management


on identified deficiencies in the internal controls of the entity.

15
Chapter 1

3.2 The audit process

This will be covered in detail in a later chapter, moving through the


phases listed below.

 Client acceptance/continuance.

 Planning the audit.

 Performing the audit.

 Evaluating the results.

 Issuing the audit report.

3.3 Requirement for an audit

The basic principle is that all companies registered in the UK


should be audited. However, companies qualifying as small
are granted an exemption. To qualify as small, the company
must meet at least two of the following criteria for periods
beginning on or after 1 January 2016:

 Annual turnover must be £10.2 million or less.

 The gross asset total must be £5.1 million or less.

 The average number of employees must be 50 or fewer.

At least two of the three conditions must be met and for two consecutive
years.

Some companies must have an audit even if they meet the criteria for exemption,
notably insurance companies, banks, plcs and where shareholders owning at least
10% of the shares ask for an audit.

16
Introduction to Corporate Reporting

3.4 Auditing regulation

Audit regulation promotes comparability of financial statements which


are all audited to the same standards and therefore improves public
confidence.

All assurance engagements are governed by:

 Ethics

 Risk assessment

 Terms of engagement

 International Standards on Quality Control (ISQCs).

In addition, UK audits are governed by:

 Companies Act 2006

 International Standards on Auditing (ISAs).

The IAASB issues International Standards on Auditing (ISAs). The FRC amends
these for any UK factors, and then issues them as ISAs (UK).

17
Chapter 1

Sustainability

4.1 Definitions

The technical definition of sustainability comes from the 1987


Brundtland report, and is defined as development that ‘meets the needs
of the present without compromising the ability of future generations to
meet their own needs’.

Transition risks are those associated with moving to a lower-carbon


economy due to extensive policy, legal, technology, and market changes.
There are varying levels of financial and reputational risk dependent
upon the nature, speed and focus of these changes.

Physical risks represent the tangible negative effects of climate change,


which may be acute or chronic.

Acute physical risks are caused by a particular event including extreme


weather such as hurricanes, floods and heat waves.

Chronic physical risks are caused by shifts in climate patterns e.g.


sustained higher temperatures, sea level rise and changing precipitation
patterns.

Double materiality: Consideration of not only the sustainability issues


that might create financial risks for the company (financial materiality),
but also those sustainability issues where a company’s activities
materially impact on people and the environment (impact materiality).

18
Introduction to Corporate Reporting

4.2 The International Sustainability Standards Board (ISSB)

In 2021 the IFRS Foundation formed the International Sustainability Standards Board
(ISSB), in response to investors calling for a comprehensive global set of
sustainability disclosure standards.

Objectives of the ISSB:

 develop standards for sustainability disclosures

 meet investors’ information needs

 enable companies to provide comprehensive sustainability information

 facilitate interoperability for jurisdiction-specific disclosures or disclosures aimed


at broader stakeholder groups

– In effect this means that the ISSB will provide a baseline for disclosures in
the sustainability disclosure standards, which can then be tailored for
specific countries or users.

ISSB responsibilities:

 developing a set of sustainability disclosure standards (IFRS Sustainability


Disclosure Standards) which complement IFRS Accounting Standards, covering
environmental, social and governance (ESG) sustainability topics with an urgent
focus on climate-related matters.

19
Chapter 1

4.3 IFRS Sustainability Disclosure Standards

The first standards were issued in June 2023 and aim to provide users with reliable,
comparable sustainability-related information. Sustainability Standards can be
adopted by any listed or private company on a voluntary basis but there is currently
no mandatory requirement to apply the standards.

The IFRS Sustainability Disclosure Standards require the disclosure of material


information about the sustainability risks and opportunities that the entity is exposed
to.

Sustainability-related risks and opportunities arise through an entity’s dependencies


and impacts:

How the decisions Examples:


and actions of an – Human rights
Impacts organisation – Worker rights
positively and – Health and safety
i.e. the effect of negatively affect – Carbon emissions
the organisation environmental, social – Scarce natural resources
and governance – Endangered species.
(ESG) issues.

Examples:
How environmental,
– Employee welfare
social and
Dependencies – Environmental pollution
governance (ESG)
issues can affect the and change
i.e. the effect on
organisation’s ability – Employee know-how
the organisation
to create and – Supplier and customer
maintain value. relationships.

20
Introduction to Corporate Reporting

IFRS S1 General Requirements for Disclosure of Sustainability-related


Financial Information

Requires companies to:

 identify, disclose and measure the widening spectrum of sustainability issues


that could affect performance.

 identify a complete and valid set of sustainability-related risks and opportunities


for effective monitoring and reporting.

 select appropriate metrics and targets for sustainability reporting.

The disclosures should only include information that is material and consistent with
the Conceptual Framework’s principles of relevance and faithful representation.

IFRS S2 Climate-related Disclosures

Requires companies to:

 disclose physical and transition risks and their potential impact on the move
towards a low carbon economy

 select appropriate metrics and targets for climate-related reporting, including the
disclosure of the amount of greenhouse gas emissions.

The disclosures should only include information that is material and consistent with
the Conceptual Framework’s principles of relevance and faithful representation.

21
Chapter 1

You are now in a position to attempt additional questions on this


topic area.

Visit the homework checklist on MyKaplan for a list of


recommended questions.

For further reading, refer to Chapters 1 and 2 of the ICAEW


Workbook.

22
Chapter 2
Groups: Revision and update

Chapter learning objectives

Upon completion of this chapter you will be able to understand and apply the
requirements of:

 IFRS 10 Consolidated Financial Statements

 IFRS 3 Business Combinations

 IAS 28 Investments in Associates and Joint Ventures

 IFRS 11 Joint Arrangements

 IFRS 12 Disclosure of Interests in Other Entities

 IFRS 13 Fair Value Measurement (business combination aspects)

and apply your understanding to acquisitions and disposals within group accounts.

MyKaplan resources
This topic is covered on MyKaplan in the module Groups: Revision and update

ICAEW resources
The underpinning detail for this chapter can be found in Chapter 20 of your
ICAEW Workbook.

23
Chapter 2

Overview

FAR revision

Consolidated
Consolidated Associates
Types of statement of Full disposal
statement of and joint
investment financial of subsidiary
profit or loss ventures
position

Acquisitions Disposals

Achieving Full disposal Part


Achieving No change
significant of associate disposals
control in control
influence

Subsidiary to
Subsidiary to Subsidiary to Associate to
smaller
associate investment investment
subsidiary

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Groups: Revision and update

Types of investment

Shareholding

Held for
Significant
Control Joint control wealth
influence
accretion

Associate, Joint venture, Trade


Subsidiary,
equity equity investment,
consolidation
accounting accounting financial asset

1.1 Control

Per IFRS 10 Consolidated Financial Statements, group accounts are required when
one entity has control over another entity.

Control is presumed to exist when the parent owns > 50% of the voting
power of an entity.

IFRS 10 Consolidated Financial Statements states that ‘an investor controls an


investee if and only if the investor has all the following:

(a) power over the investee […]

(b) exposure, or rights, to variable returns from its involvement with the
investee […], and

(c) the ability to use its power over the investee to affect the amount of the
investor’s returns.’ (IFRS 10, para 7)

Power is defined as existing rights that ‘give the current ability to direct the
relevant activities, i.e. the activities that significantly affect the investee’s
returns.’ (IFRS 10, para 10)

If control exists, then consolidated financial statements should be prepared showing


the results of the parent and all its subsidiaries as a single entity.

25
Chapter 2

26
Groups: Revision and update

Investors should consider:

 whether they exercise the majority of votes

 rights to appoint a majority of directors

 agreements with other investors

 a contract giving control over the key activities of the investee

 whether other shareholdings are dispersed

 whether they hold potential voting rights resulting from convertible


debt or options that are currently capable of being exercised. The
holder must have the practical ability to exercise the right (i.e.
funds must be available) for the rights to be considered.

Illustration 1
Control

This illustrates the skill of problem solving and decision making by


evaluating information in order to form accurate conclusions.

Poppy holds 45% of shares in Sheba. It also owns warrants in Sheba which are
currently exercisable and would give Poppy an extra 10% of the voting shares
in Sheba. Poppy therefore controls Sheba:
Ordinary shares 45%
Potential shares 10%
–––
55%

27
Chapter 2

Illustration 2
Control

This illustrates the skill of problem solving and decision making by


evaluating information in order to form accurate conclusions.

Cloud is a public limited company. Its sole operating activity is to invest in other
businesses for the purpose of capital appreciation.

During the period, Slade purchased 47% of the equity shares in Cloud. The next
biggest shareholder owns 6% of the equity shares. Cloud has no potential voting
rights in issue. Attendance at Cloud’s annual general meetings over the past
five years has averaged 77%.

Decisions around the day-to-day management of investments, as well as


decisions to buy or sell equity interests, are taken by Cloud’s management and
its board of directors and do not require approval at the annual general meeting.

Slade has appointed one of the five members of Cloud’s board of directors.
Legal limitations in Cloud’s jurisdiction prevent Slade from taking a majority
position on the board.

Does Slade control Cloud?

Slade has less than 50% of the ordinary shares, and so does not have a majority
holding of the voting rights. That said, the other shareholdings are dispersed
making it unlikely that enough shareholders would oppose Slade’s position.

Moreover, it is likely that attendance at the annual general meeting is not high
enough for Slade’s position to be successfully opposed.

However, even though Slade is likely to control the vote at the annual general
meeting, it does not exercise power over Cloud. This is because the key
activities that affect Cloud’s returns are the buying and selling of investments.
These decisions are made by the board of directors, not at the annual general
meeting. Slade only has one director on the board of Cloud, and is prohibited
from controlling the board, so is not currently able to direct these key activities.

Therefore, Slade does not control Cloud.

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Groups: Revision and update

29
Chapter 2

1.2 Significant influence

IAS 28 Investments in Associates and Joint Ventures defines significant


influence as ‘the power to participate in the financial and operating
policy decisions of the investee but is not control or joint control
of those policies.’ (IAS 28, para 3)

Significant influence is presumed to exist if an investor holds 20% or more of the


voting power of the investee, unless it can be clearly shown that this is not the case.

However, the existence of significant influence can also be evidenced in other ways:

(a) ‘representation on the board of directors or equivalent governing body of


the investee

(b) participation in policy-making processes, including participation in


decisions about dividends or other distributions

(c) material transactions between the entity and its investee

(d) interchange of managerial personnel, or

(e) provision of essential technical information.’ (IAS 28, para 6)

30
Groups: Revision and update

1.3 Joint control

‘Joint control is the contractually agreed sharing of control of an


arrangement, which exists only when decisions about the relevant
activities require the unanimous consent of the parties sharing
control.’ (IFRS 11, para 7)

1.4 Exemptions from preparing group accounts

A parent is exempt from preparing group financial statements ‘if it


meets all the following conditions:

(i) it is a wholly-owned subsidiary or is a partially-owned


subsidiary of another entity and all its other owners,
including those not otherwise entitled to vote, have been
informed about, and do not object to, the parent not
presenting consolidated financial statements

(ii) its debt or equity instruments are not traded in a public


market (a domestic or foreign stock exchange or an over-the-
counter market, including local and regional markets)

(iii) it did not file, nor is it in the process of filing, its financial
statements with a securities commission or other regulatory
organisation for the purpose of issuing any class of
instruments in a public market, and

(iv) its ultimate or any intermediate parent produces financial


statements that are available for public use and comply with
IFRSs, in which subsidiaries are consolidated or are
measured at fair value through profit or loss in accordance
with this IFRS.’ (IFRS 10, para 4)

A parent that does not present consolidated financial statements must comply with
the IAS 27 Separate Financial Statements rules.

Although a parent may not have to prepare consolidated financial statements, it may
wish to provide qualitative information about the nature and size of ownership of un-
consolidated subsidiaries as this could be beneficial to the users of the financial
statements.

31
Chapter 2

1.5 Other matters

Where one or more subsidiaries prepare accounts to a different


reporting date from the parent and the bulk of other subsidiaries in the
group:

 For consolidation purposes the subsidiary may prepare additional


statements to the reporting date of the rest of the group.

 Or, if this is not possible, the subsidiary’s accounts may still be


used for consolidation provided that the gap between the reporting
dates is three months or less and that adjustments are made for
the effects of significant transactions or other events that occur
between that date and the parent’s reporting date.

Uniform accounting policies should be used by all entities in the group.

32
Groups: Revision and update

Consolidated statement of financial


position

Consolidated statement of financial position for XYZ Ltd as at


31 December 20X8
£
Goodwill (W3) X
Investments in associates X
Assets (100% P + 100% S) X
––––
Total assets X
––––
Equity
Share capital (P only) X
Retained earnings (W5) X
Non-controlling interest (W4) X
––––
X
Liabilities (100% P + 100% S) X
––––
Equity and liabilities X
––––

33
Chapter 2

2.1 Standard workings

(W1) Group structure

(W2) Net assets of the subsidiary


@ period end @ acquisition post-acquisition
Share capital x x
Share premium x x
Revaluation surplus x x x (W6)
Retained earnings x x x (W5)
––– –––
x x
(W4) (W3)
(W3) Goodwill
Fair value of consideration X
NCI at acquisition (FV or share of NA) X
S’s NA at acquisition (W2) (X)
–––
Goodwill at acquisition X
Impairments (X)
–––
Carrying amount of goodwill X
–––
Note: If there is a gain on bargain purchase, this is immediately credited to the
consolidated profit or loss.

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Groups: Revision and update

(W4) Non-controlling interest

Fair value approach:


FV NCI at acquisition X
NCI % of post-acquisition RE and reserves (W2) X
NCI share of goodwill impairment (X)
–––
X
–––
Share of net assets/proportionate approach:

NCI % × S’s NAs @ y/e (W2) X

(W5) Group retained earnings


100% P’s RE X
P’s % × S’s post-acquisition RE (W2) X
Impairment of goodwill (if FV approach only deduct P’s share) (X)
Gain on bargain purchase X
–––
X

(W6) Group reserves


100% P’s reserves X
P’s % × S’s post-acquisition reserves (W2) X
–––
X
Mid-year acquisitions

 You may not be given the subsidiary's reserves at acquisition. In which case
you will need to pro-rate S's profit for the year and either add it to the opening
reserves or subtract from the year end reserves.

35
Chapter 2

2.2 Intra-group adjustments

 At the year-end, current accounts may not agree, owing to the


existence of in transit items such as cash or goods in transit. The
usual rules are as follows:

– make the consolidation adjustment to the statement of


financial position of the recipient, as if the in transit item had
been received before year end:

– cash in transit adjusting entry:

 Dr Cash

 Cr Receivables current account

– goods in transit adjusting entry:

 Dr Inventory

 Cr Payables current account

– this adjustment is for the purpose of consolidation only.

– once in agreement, the receivable and payable should be


cancelled as for intra-group loans.

 Cancel the receivable in one company with the payable in the


other.

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Groups: Revision and update

Unrealised profits – ‘PURP’ adjustments

Inventory PPE

Step 1 If PPE sold between group members,


adjust to reflect situation if transfer had
 Calculate profit included in closing not occurred:
inventory:
 no profit on the sale
– determine the value of closing
inventory purchased from  depreciation based on the original
another company in the cost of the asset to the group.
group.
To calculate the unrealised profit
– use mark-up/margin to adjustment for non-current asset
calculate how much of that transfers compare:
value represents profit earned
by the selling company. £
CA of NCA at y/e after transfer X
Step 2 CA of NCA at y/e if transfer
had not taken place (X)
Adjust profit of the seller
–––
P selling to S: Non-current asset PURP X
–––
Dr P’s retained earnings (W5)
Consolidation adjustment:
Cr Group inventory (on CSFP)
P → (W5)
S selling to P:
 Dr RE of seller
Dr S’s retained earnings (W2)
S → (W2)
Cr Group inventory (on CSFP)
 Cr NCA on CSFP

37
Chapter 2

2.3 Fair value of net assets


IFRS 3 Business Combinations requires that the acquirer should
recognise:
 the identifiable assets, liabilities and contingent liabilities of the
acquire:
 at fair value
 at the date of acquisition.
How to include fair values in your workings
To process a fair value adjustment in a consolidation question, you must consider the
impact both at the acquisition date and the reporting date in (W2).
 At acquisition, put an adjustment into the net asset working (W2) to bring the
net assets to fair value (affecting the goodwill working).
 At the reporting date account on both the face of the CSFP and in the net
assets working (W2) (affecting the NCI working).

2.4 Adjustments to provisional fair values of the subsidiary's net


assets
Ideally the fair value of net assets will be ascertained by the first year
end after the acquisition.
In practise this may not be possible, e.g. if the acquisition is in the last
month of the year.
IFRS 3 Business Combinations allows the use of provisional fair values.
Any adjustments to those provisional fair values will be dealt with
differently depending on whether the adjustments are made in the
measurement period or not.
 If the adjustments are made within the measurement period (less
than 12 months from the acquisition date), an adjustment is made
retrospectively and goodwill is recalculated.
 If the adjustments are made outside of the measurement period
(i.e. more than 12 months from the acquisition date) the
adjustments are treated as a change in accounting estimate and
adjusted for prospectively.

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Groups: Revision and update

2.5 NCI measurement

IFRS 3 Business Combinations allows a choice of how to measure NCI:

 Fair value method.

 Share of net assets/proportionate method.

The choice is made on an acquisition by acquisition basis.

The value of goodwill and NCI will be affected by the method chosen.

39
Chapter 2

Test your understanding 1


Consolidated SFP

Completing this question demonstrates your ability to prepare financial


information.

Draft statements of financial position of Plant and Shrub on 31 March 20X7 are
as follows.
Plant Shrub
£000s £000s
PPE 100 140
Investment in S at cost 180
Current assets
Inventory 30 35
Trade receivables 20 10
Cash 10 5
–––– ––––
340 190
–––– ––––
Equity and liabilities
Ordinary £1 shares 250 100
Share premium – 30
Retained earnings – 20
–––– ––––
250 150
Non-current liabilities
10% loan notes 65 –
Current liabilities 25 40
–––– ––––
340 190
–––– ––––
Notes:

1 Plant bought 80,000 shares in Shrub on 31 March 20X5 when Shrub’s


reserves included a share premium of £30,000 and retained earnings of
£5,000.

2 Plant’s accounts show £6,000 owing to Shrub; Shrub’s accounts show


£8,000 owed by Plant. The difference is explained as cash in transit.

40
Groups: Revision and update

3 Year-end inventory in Plant’s SFP included £20,000 of goods purchased


from Shrub. Shrub sold these goods at a 10% profit margin.

4 The fair value of net assets of Shrub at acquisition were the same as the
carrying amount with the exception of a major piece of equipment which
had a fair value £30,000 above carrying amount and a 10 year remaining
useful life.

5 The fair value of the NCI on acquisition was £35,000.

6 Goodwill has been impaired by £5,000.

Required:

Prepare a consolidated statement of financial position at 31 March 20X7


under both the FV and share of NA/proportionate approaches.

41
Chapter 2

2.6 Fair value of consideration

Consideration could be in the form of cash or shares, which could be


paid immediately, could be deferred or even contingent on future
conditions.

Acquisition costs

Costs directly attributable to the acquisition of a subsidiary should be


recognised in the profit or loss of the group accounts.

Cash consideration

Dr Investment X (amount included in ‘consideration' in goodwill)

Cr Cash X

Share consideration

Shares issued as consideration on the day of acquisition are recorded at their market
value at that time.

Dr Investment X (amount included in ‘consideration' in goodwill)

Cr Share capital X

Cr Share premium X

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Groups: Revision and update

Deferred consideration

Deferred consideration is consideration which is payable at a future date.

Deferred cash consideration should be discounted to its present value and is


recorded in the acquirer’s accounts by:

Dr Investment X (amount included in ‘consideration' in goodwill)

Cr Liability X

Remember that deferred consideration will unwind annually over time:

Dr Finance costs X

Cr Liability X

Deferred share consideration

Deferred share consideration is valued using the share price at the date of
acquisition. It is recorded in the acquirer’s accounts by:

Dr Investment X (amount included in ‘consideration’ in goodwill)

Cr Shares to be issued X (included in equity)

43
Chapter 2

Contingent consideration

Contingent consideration is an amount which may be payable at a future date,


dependent upon certain events.

E.g. an extra amount may be paid for an investment in a subsidiary if it achieves a


certain level of sales growth over 5 years.

Contingent consideration should be included as part of the cost of the investment and
measured at fair value at the date of acquisition.

 Contingent cash

Dr Investment X (amount included in ‘consideration’ in goodwill)

Cr Provision X

 Contingent shares

Dr Investment X (amount included in 'consideration' in goodwill)

Cr Shares to be issued X

2.7 Changes in fair value of consideration

The fair value of the contingent consideration at acquisition could be


different to the actual consideration paid.

Any differences are normally treated as a change in accounting estimate and


adjusted prospectively in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors:

Dr or Cr Provision X

Cr or Dr SPL X

44
Groups: Revision and update

Test your understanding 2


Fair value adjustments on acquisition

Completing this question demonstrates your ability to prepare financial


information applying relevant International Financial Reporting
Standards.

On 1 January 20X5, ABC acquired 90% of DEF when the carrying amount of
DEF’s net assets was £18 million. The consideration was structured as
follows:

Three million ABC ordinary shares to be issued at the acquisition date; and an
additional one million ABC ordinary shares to be issued on 31 December
20X6, if DEF’s revenue increases by 10% in the interim two years. The fair
value of the contingent shares is £6 each.

The market price of ABC ordinary shares is £7 at the acquisition date and has
increased to £9 by 31 December 20X6.

ABC incurs professional acquisition fees amounting to £50,000.

It is ABC group policy to value the non-controlling interest using the proportion
of net assets method.

Included in the net assets at acquisition is a building with a fair value of


£2 million in excess of its carrying amount.

Required:

Calculate the goodwill arising on acquisition.

45
Chapter 2

2.8 Goodwill impairments

Goodwill cannot be considered in isolation when performing an impairment review.

Carrying amount > Recoverable amount

Per financial statements Higher of

Value in use Fair value less


costs to sell

PV of future cash flows Current market value

The recoverable amount can only be established for the subsidiary as a whole, and
as such, the carrying amount must also consider the entire subsidiary. This creates
an additional problem when considering the two methods for valuing NCI.

Per IAS 36 Impairment of Assets, if goodwill has been allocated to a


subsidiary in which:

 there is NCI (i.e. it is not a wholly-owned subsidiary) and

 the NCI has been measured using the share of net assets
method, and hence total goodwill calculated only represents the
parent’s goodwill,

then goodwill allocated for the subsidiary should be grossed up to include


goodwill attributable to NCI for the purposes of the impairment review.

This ensures that the recoverable amount and carrying amount are compared on a
like-for-like basis.

The additional goodwill is known as 'notional goodwill' and is not recognised in the
accounts, but merely calculated for the purposes of arriving at the impairment figure.

46
Groups: Revision and update

Illustration 3
Impairment review using share of net assets valuation method

This illustrates the use of knowledge to prepare financial information


applying relevant International Financial Reporting Standards.

Caesar is an 80% subsidiary of Wynn.

The net assets of Caesar are £370,000 and goodwill of £40,000 was recognised
in the CSFP. Following an impairment review the recoverable amount of Caesar
was found to be £410,000.

Wynn uses the share of net assets method to value NCI.

What is the carrying amount of goodwill following the impairment review?

Solution

Goodwill recognised in CSFP is £40,000 and only represents the parent’s


goodwill (i.e. 80%).

For the purposes of the impairment review, this goodwill needs to be grossed-
up to represent 100% i.e. £40,000 × 100/80 = £50,000.

47
Chapter 2

Impairment review
Carrying amount of individual Recoverable amount of subsidiary
assets of subsidiary
£ £
Goodwill (grossed up) 50,000
Net assets 370,000
––––––– –––––––
420,000 410,000
––––––– –––––––
Impairment loss = £420,000 – £410,000 = £10,000

Allocation of impairment loss

Per IAS 36 Impairment of Assets, impairment losses should be allocated to


goodwill first then to the other assets on a pro-rata basis in reference to their
respective carrying amounts:
Carrying Impairment Revised carrying
amount loss amount
£ £ £
Goodwill 50,000 (10,000) 40,000
Net assets 370,000 – 370,000
420,000 (10,000) 410,000
The goodwill is sufficient to absorb all of the £10,000 impairment. This leaves
£40,000 as total (100% of) goodwill.

However, under the share of net assets method, only 80% of the goodwill should
be shown in the CSFP. Therefore, the carrying amount of goodwill in the CSFP
will be £32,000 (80% × £40,000) and an impairment of only £8,000 (80% ×
£10,000) will appear in the CSPL.

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Groups: Revision and update

Illustration 4
Impairment review using FV method

This illustrates the use of knowledge to prepare financial information


applying relevant International Financial Reporting Standards.

Caesar is an 80% subsidiary of Wynn.

The net assets of Caesar are £370,000 and goodwill of £40,000 was recognised
in the CSFP. Following an impairment review, the recoverable amount of
Caesar was found to be £400,000.

Wynn uses the FV method to value NCI.

Show how the impairment would be calculated and recognised in the


consolidated statement of financial position?

Solution

In a scenario where the FV method is used to value goodwill, there is no need


to gross up the goodwill, as the full goodwill value is already reflected.

The impairment is calculated as:


Carrying Impairment Revised carrying
amount loss amount
£ £ £
Goodwill 40,000 (10,000) 30,000
Net assets 370,000 – 370,000
410,000 (10,000) 400,000
The goodwill is sufficient to absorb all the £10,000 impairment. This leaves
£30,000 as total goodwill.

The impairment is charged to the CSPL and then allocated between P’s
shareholders and the NCI.

The journal in the CSFP would be:

Dr Retained earnings (80%) 8,000

Dr NCI (20%) 2,000

Cr Goodwill 10,000

49
Chapter 2

50
Groups: Revision and update

Consolidated statement of profit or loss

Consolidated statement of profit or loss for XYZ for the year ended
31 December 20X2
Revenue (W2) X
Cost of sales (W2) (X)
–––
Gross profit X
Operating expenses (W2) (X)
–––
Operating profit X
Finance costs (W2) (X)
Investment income (W2) X
Share of profit of associate X
–––
Profit before tax X
Tax expense (W2) (X)
–––
Profit for the year Y
–––
Attributable to parent company X
Attributable to non-controlling interest (W3) X
–––
Y
–––

51
Chapter 2

(W1) Group structure

(W2) Consolidation schedule


P S Adj Consol
Revenue x x (x) x
COS (x) (x) x (x)
Inventory PURP (seller column) (x)
Expenses (x) (x) (x)
Impairment (proportionate) (x)
Impairment (FV) (x)
NCA PURP (seller column) (x)
Tax (x) (x) (x)
–––– ––––
PAT x (W3) 0

(W3) Non-controlling interest

NCI% × S’s PAT (W2)

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Groups: Revision and update

3.1 Adjustments

Mid-year acquisitions

 If a subsidiary is acquired mid-year, then the subsidiary’s


results should only be consolidated from the date of
acquisition, i.e. the date on which control is obtained.

 Time apportionment of the results of S in the year of


acquisition is required for this purpose. Unless indicated
otherwise, assume that revenue and expenses accrue
evenly.

Intra-group transactions

Sales and purchases

 Such trading will be included in the sales revenue of one group company and
the purchases of another.

– Consolidated sales revenue = P’s revenue + S’s revenue – intra-group


sales

– Consolidated cost of sales = P’s COS + S’s COS – intra-group sales

 The deduction of the intra-group sales in both cases should be shown in the
adjustments column of the consolidation schedule (W2).

53
Chapter 2

Inventory PURPs

 Calculate intra group profit on goods still in inventory at year end

 The required adjustment is:

– Dr Closing inventory in selling company’s cost of sales – unrealised profit


figure

– Cr Closing inventory in consolidated statement of financial position –


unrealised profit figure

 In practise, the debit entry should be shown as an increase to cost of sales in


the seller’s column in the consolidation schedule (W2).

NCA PURPs

 If one group company sells a non-current asset to another group company the
following adjustments are needed in the CSPL:

– Any profit or loss arising on the transfer must be deducted from the
appropriate category within the seller’s column in the consolidation
schedule (W2) in the year of transfer only

– The depreciation charge must be adjusted (again in the seller’s column of


the schedule) so that it is based on the cost of the asset to the group in all
years from transfer until end of asset’s useful life

 In most cases the profit on disposal and the depreciation charge are included in
the same expense line in the SPL and, therefore, only one adjustment is
needed.

54

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