Registered number 123456 FRS 102 Ltd Report and Financial Statements 31 December 2015
Report and accounts Contents Page Company information 1 Directors' report 2 Strategic report 4 Independent auditors' report 5 Income statement 6 Statement of comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10
Company Information Directors [Director 1] [Director 2] [Director 3] [Director 4] [Director 5] [Director 6] [Director 7] [Director 8] [Director 9] Secretary [Secretary] Auditors True and Fair Bankers [Name] [Address line 1] [Address line 2] [City or town] [County or region] [Post code] Solicitors [Name] [Address line 1] [Address line 2] [City or town] [County or region] [Post code] Registered office [Address line 1] [Address line 2] [City or town] [County or region] [Post code] Registered number 123456 1
Registered number: 123456 Directors' Report The directors present their report and financial statements. Principal activities The company's principal activity during the year continued to be... Future developments Research and development Financial instrument risk Dividends [The directors recommend a final dividend of? (?p per share)] Events since the balance sheet date Directors The following persons served as directors during the year: [Director 1] [Director 2] [Director 3] [Director 4] [Director 5] [Director 6] [Director 7] [Director 8] [Director 9] Political donations Directors' responsibilities The directors are responsible for preparing the report and 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 (Financial Reporting Standard 102 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 2
Registered number: 123456 Directors' Report select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial 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. Disclosure of information to auditors Each person who was a director at the time this report was approved confirms that: so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and he 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 auditor is aware of that information. Third party indemnity provisions Acquisition of own shares [Reason for purchase]. The details of the shares purchased are as follows: Class of share Amount paid Ordinary shares 0 Nominal value of shares 0 Number of shares 0 Percentage of class purchased 0.0% Employment of disabled persons This report was approved by the board on 1 February 2016 and signed on its behalf. Joe Bloggs Director 3
Strategic Report This report was approved by the board on 1 February 2016 and signed on its behalf. Joe Bloggs 0 Director 4
Independent auditors' report to the members of FRS 102 Ltd We have audited the financial statements of FRS 102 Ltd which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit of the accounts A description of the scope of an audit of financial statements is provided on the APB s website at www.frc.org.uk/auditscopeukprivate Opinion on the accounts In our opinion the accounts: give a true and fair view of the state of the company's affairs as at 31 December 2015 and of its profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception 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 accounts 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. Mr Fair (Senior Statutory Auditor) for and on behalf of True and Fair Accountants and Statutory Auditors 1 February 2016 5
Income Statement Notes 2015 2014 Turnover 3 Cost of sales Gross profit Distribution costs Administrative expenses Other operating income Operating profit 4 Gain on sale of fixed assets Gain on revaluation of investment properties Income from investments Interest receivable Interest payable 7 Profit on ordinary activities before taxation Tax on profit on ordinary activities 8 Profit for the financial year 6
Statement of comprehensive income Notes 2015 2014 Profit for the financial year Other comprehensive income Gain on revaluation of land and buildings 10 Deferred taxation arising on the revaluation of land and buildings 19 Total comprehensive income for the year 7
Statement of Financial Position as at 31 December 2015 Notes 2015 2014 Fixed assets Intangible assets 9 Tangible assets 10 Investment property 11 Investments 12 Current assets Stocks 13 Debtors 14 Cash at bank and in hand Creditors: amounts falling due within one year 15 Net current assets Total assets less current liabilities Creditors: amounts falling due after more than one year 16 Provisions for liabilities Deferred taxation 19 Other provisions 20 Net assets Capital and reserves Called up share capital 21 Share premium 22 Other reserves 23 Profit and loss account 24 Total equity Fred White Director Approved by the board on 1 February 2016 8
Statement of Changes in Equity Share Share Other Profit Total capital premium reserves and loss account At 1 January 2014 - Profit for the financial year Gain on revaluation of land and buildings Deferred taxation arising on the revaluation of land and buildings Other comprehensive income for the financial year - Total comprehensive income for the financial year - Dividends Shares issued - Shares redeemed At 31 December 2014 - Correction of prior year errors Effect of retrospective changes in accounting policies At 31 December 2014 as restated - At 1 January 2015 - Profit for the financial year Gain on revaluation of land and buildings Deferred taxation arising on the revaluation of land and buildings Other comprehensive income for the financial year - Total comprehensive income for the financial year - Dividends Shares issued - Shares redeemed At 31 December 2015-9
Statement of Cash Flows Notes 2015 2014 Operating activities Operating profit Adjustments for: Depreciation Amortisation of goodwill Decrease in stocks Decrease in debtors Increase in creditors Dividends received Interest received Interest paid Interest element of finance lease payments Corporation tax paid Cash generated by operating activities Investing activities Payments to acquire intangible fixed assets Payments to acquire tangible fixed assets Payments to acquire investment properties Payments to acquire investments Proceeds from sale of intangible fixed assets Proceeds from sale of tangible fixed assets Proceeds from sale of investment properties Proceeds from sale of investments Cash generated by investing activities Financing activities Equity dividends paid Proceeds from the issue of shares Payments to redeem shares Proceeds from new loans Repayment of loans Capital element of finance lease payments Cash generated by financing activities Net cash generated Cash generated by operating activities Cash generated by investing activities Cash generated by financing activities Net cash generated 10
Statement of Cash Flows Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December Cash and cash equivalents comprise: Cash at bank Bank overdrafts 15 11
Notes to the Accounts 1 Summary of significant accounting policies Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. Turnover Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Intangible fixed assets Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. Tangible fixed assets Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: Freehold buildings Leasehold land and buildings Plant and machinery Fixtures, fittings, tools and equipment over 50 years over the lease term over 5 years over 5 years Investment property Investment property is initially recognised at cost and then subsequently measured at fair value. Changes in value are recognised in profit or loss. Investments Investments in unquoted equity instruments are measured at fair value. Changes in fair value are recognised in profit or loss. Fair value is estimated by using a valuation technique. Stocks Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. Debtors 12
Notes to the Accounts Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. Creditors Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. Taxation A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. Provisions Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. Foreign currency translation Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. Leased assets 13
Notes to the Accounts A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. Pensions Contributions to defined contribution plans are expensed in the period to which they relate. 2 Critical accounting estimates and judgements 3 Analysis of turnover 2015 2014 Sale of goods Services rendered Royalties Commissions Revenue from construction contracts By geographical market: UK Europe North America Rest of world 4 Operating profit 2015 2014 This is stated after charging: Depreciation of owned fixed assets 14
Notes to the Accounts Depreciation of assets held under finance leases and hire purchase contracts Amortisation of goodwill Operating lease rentals - plant and machinery Operating lease rentals - land buildings Research and development expenditure Auditors' remuneration for audit services Auditors' remuneration for other services Contributions to defined benefit pension plans Key management personnel compensation (including directors' emoluments) Carrying amount of stock sold 5 Directors' emoluments 2015 2014 Emoluments Gains made under long term incentive schemes Company contributions to defined contribution pension plans Pensions to former directors Highest paid director: Emoluments Company contributions to defined contribution pension plans Highest paid director: Accrued retirement benefits from defined benefit pension plans Number of directors to whom retirement benefits accrued: 2015 2014 Number Number Defined contribution plans Defined benefit plans 6 Staff costs 2015 2014 Wages and salaries Social security costs Other pension costs Average number of employees during the year Number Number 15
Notes to the Accounts Administration Development Distribution Manufacturing Marketing Sales 7 Interest payable 2015 2014 Bank loans and overdrafts Other loans Finance charges payable under finance leases and hire purchase contracts Dividends on preference shares 8 Taxation 2015 2014 Analysis of charge in period Current tax: UK corporation tax on profits of the period Adjustments in respect of previous periods Deferred tax: Origination and reversal of timing differences Effect of increased tax rate on opening liability Tax on profit on ordinary activities Factors affecting tax charge for period The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: 2015 2014 Profit on ordinary activities before tax Standard rate of corporation tax in the UK 20% 20% Profit on ordinary activities multiplied by the standard rate of corporation tax Effects of: Expenses not deductible for tax purposes 16
Notes to the Accounts Capital allowances for period in excess of depreciation Utilisation of tax losses Adjustments to tax charge in respect of previous periods Current tax charge for period Factors that may affect future tax charges 9 Intangible fixed assets Goodwill: Cost At 1 January 2015 - Additions - Disposals - At 31 December 2015 - Amortisation At 1 January 2015 - Provided during the year - On disposals - At 31 December 2015 - Carrying amount At 31 December 2015 - At 31 December 2014 - Goodwill is being written off in equal annual instalments over its estimated economic life of 5 years. 10 Tangible fixed assets Fixtures, fittings, tools and equipment Land and buildings Plant and machinery Total At valuation At cost At cost Cost or valuation At 1 January 2015 Additions Revaluation Transfers from investment property Disposals At 31 December 2015 Depreciation At 1 January 2015 17
Notes to the Accounts Charge for the year Revaluation Transfers from investment property On disposals At 31 December 2015 Carrying amount At 31 December 2015 At 31 December 2014 2015 2014 Carrying amount of land and buildings on cost basis [State the effective date of the valuation, whether the valuer was independent and the method and significant assumptions applied in estimating the value] Carrying value of plant and machinery included above held under finance leases and hire purchase contracts 2015 2014 11 Investment property 2015 Valuation At 1 January 2015 - Additions - Revaluation Transfers from tangible fixed assets - - Disposals - At 31 December 2015 - [State the method and significant assumptions applied in determining the value and whether valued by an independent valuer with a recognised qualification and with recent experience in location and class of property] 12 Investments 2015 2014 Shares in subsidiary undertakings Unlisted investments Dividends and other distributions from associates included in income The company holds 20% or more of the share capital of the following companies: 18
Notes to the Accounts Capital and Profit (loss) Company Shares held reserves for the year Class % [Company name 1] Ordinary - [Company name 2] Ordinary - [Company name 3] Ordinary - [Company name 4] Ordinary - 13 Stocks 2015 2014 Raw materials and consumables Work in progress Finished goods and goods for resale 14 Debtors 2015 2014 Trade debtors Amounts owed by group undertakings and undertakings in which the company has a participating interest Deferred tax asset (see note 19) Other debtors Prepayments and accrued income Construction contract debtors Amounts due after more than one year included in: Trade debtors Amounts owed by group undertakings and undertakings in which the company has a participating interest Deferred tax asset (see note 19) Other debtors Prepayments and accrued income Construction contract debtors 15 Creditors: amounts falling due within one year 2015 2014 Preference shares Bank overdrafts Bank loans Obligations under finance lease and hire purchase contracts Construction contract creditors Trade creditors 19
Notes to the Accounts Amounts owed to group undertakings and undertakings in which the company has a participating interest Corporation tax Other taxes and social security costs Other creditors Accruals and deferred income Proposed dividend 16 Creditors: amounts falling due after one year 2015 2014 Preference shares Bank loans Obligations under finance lease and hire purchase contracts Construction contract creditors Trade creditors Amounts owed to group undertakings and undertakings in which the company has a participating interest Corporation tax Other taxes and social security costs Other creditors Accruals and deferred income 17 Loans 2015 2014 Loans not wholly repayable within five years: Loan 1 (give details of repayment terms and interest rate) Loan 2 (give details of repayment terms and interest rate) Loan 3 (give details of repayment terms and interest rate) Analysis of maturity of debt: Within one year or on demand Between one and two years Between two and five years After five years The bank loans are secured on 18 Obligations under finance leases and hire purchase 2015 2014 contracts Amounts payable: Within one year Within two to five years After five years 20
Notes to the Accounts [General description of significant leasing arrangements] 19 Deferred taxation 2015 2014 Revaluation of land and buildings Revaluation of investment property Accelerated capital allowances Tax losses carried forward 2015 2014 At 1 January Charged to the profit and loss account Charged to other comprehensive income At 31 December [Amount and explanation of expected reversal of deferred tax in next financial year] 20 Provisions for liabilities Warranties At 1 January 2015 - Additional provisions made during the period - Amounts used - Amounts reversed unused - Changes in the discounted amount - At 31 December 2015 - [Brief description, expected amount and timing, indication of uncertainties] 21 Share capital Nominal 2015 2015 2014 value Number Allotted, called up and fully paid: Ordinary shares 1 each - B Ordinary shares 1 each -? Preference shares 1 each - Nominal Number Amount 21
Notes to the Accounts value Shares issued during the period: Ordinary shares 1 each B Ordinary shares 1 each -? Preference shares 1 each - 22 Share premium 2015 2014 At 1 January Shares issued At 31 December 23 Other reserves 2015 2014 Revaluation reserve At 1 January Gain on revaluation of land and buildings Deferred taxation arising on the revaluation of land and buildings At 31 December 24 Profit and loss account 2015 2014 At 1 January Profit for the financial year Dividends At 31 December 25 Dividends 2015 2014 Dividends on preference shares (note 7) Dividends on ordinary shares (note 24) Dividends proposed after the reporting date 26 Events after the reporting date 22
Notes to the Accounts 27 Capital commitments 2015 2014 Amounts contracted for but not provided in the accounts 28 Defined benefit pension plans 29 Other financial commitments Total future minimum lease payments under non-cancellable operating leases: Land and buildings Land and buildings Other Other 2015 2014 2015 2014 Falling due: within one year within two to five years in over five years 30 Contingent liabilities 31 Loans to directors Description and conditions B/fwd Paid Repaid C/fwd [Director 1] [Loan 1] [Loan 2] [Director 2] [Loan 1] [Loan 2] [Director 3] [Loan 1] [Loan 2] [Director 4] [Loan 1] [Loan 2] [Director 5] [Loan 1] 23
Notes to the Accounts [Loan 2] [Director 6] [Loan 1] [Loan 2] [Director 7] [Loan 1] [Loan 2] [Director 8] [Loan 1] [Loan 2] [Director 9] [Loan 1] [Loan 2] 32 Guarantees made by the company on behalf of directors Description and terms Maximum Amount paid liability and incurred [Director 1] [Guarantee 1] [Guarantee 2] [Director 2] [Guarantee 1] [Guarantee 2] [Director 3] [Guarantee 1] [Guarantee 2] [Director 4] [Guarantee 1] [Guarantee 2] [Director 5] [Guarantee 1] [Guarantee 2] [Director 6] [Guarantee 1] [Guarantee 2] [Director 7] [Guarantee 1] [Guarantee 2] [Director 8] 24
Notes to the Accounts [Guarantee 1] [Guarantee 2] [Director 9] [Guarantee 1] [Guarantee 2] 33 Related party transactions 34 Controlling party 35 Presentation currency The financial statements are presented in Sterling. 36 Legal form of entity and country of incorporation FRS 102 Ltd is a limited company incorporated in England. 37 Principal place of business The address of the company's principal place of business and registered office is: [Address line 1] [Address line 2] [City or town] [County or region] [Post code] 38 Reconciliations on adoption of FRS 102 Profit and loss for the year ended 31 December 2014 Profit under former UK GAAP - [Adjustment 1] - [Adjustment 2] - [Adjustment 3] - Profit under FRS 102-25
Notes to the Accounts Balance sheet at 31 December 2014 Equity under former UK GAAP - [Adjustment 1] - [Adjustment 2] - [Adjustment 3] - Equity under FRS 102 - Balance sheet at 1 January 2014 Equity under former UK GAAP - [Adjustment 1] - [Adjustment 2] - [Adjustment 3] - Equity under FRS 102-26
Detailed profit and loss account 2015 2014 Sales Cost of sales Gross profit Distribution costs Administrative expenses Other operating income Operating profit Gain on sale of fixed assets Gain on revaluation of investment properties Income from investments Interest receivable Interest payable Profit before tax 27
Detailed profit and loss account 2015 2014 Sales Sale of goods Services rendered Royalties Commissions Revenue from construction contracts Cost of sales Purchases Decrease in stocks Subcontractor costs Direct labour Carriage Discounts allowed Commissions payable Other direct costs Distribution costs Distribution costs Administrative expenses Employee costs: Wages and salaries Directors' salaries Pensions Bonuses Employer's NI Temporary staff and recruitment Staff training and welfare Travel and subsistence Motor expenses Entertaining Premises costs: Rent Rates Service charges Light and heat Cleaning Use of home General administrative expenses: Telephone and fax Postage Stationery and printing Courier services Information and publications 28
Detailed profit and loss account 2015 2014 Subscriptions Bank charges Insurance Equipment expensed Equipment hire Software Repairs and maintenance Depreciation Amortisation of goodwill Bad debts Sundry expenses Legal and professional costs: Audit fees Accountancy fees Solicitors fees Consultancy fees Management fees Advertising and PR Other legal and professional Other operating income Other operating income 29